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Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Lords Chloro Alkali Ltd.

Mar 31, 2025

Your Directors are pleased to present the 46^thAnnual Report together with the Audited Financial
Statements of the Company for the Financial Year ended on 31^st March, 2025.

1. FINANCIAL PERFORMANCE

(Rs. in Lakhs)

Particulars	For the year ended on 31^st March, 2025	For the year ended on 31^st March, 2024
Sales (Net of Indirect Taxes)	27022.23	22111.36
Other Income	159.24	292.54
Operating Profit / (Loss) before Interest and Depreciation	2560.49	370.58
Interest/ Finance Cost	571.60	210.97
Depreciation	1173.60	899.95
Exceptional Items - (Gain)/ Loss	-	-
Profit/(loss) before tax	815.29	(740.34)
Tax expense	197.23	(260.83)
Net Profit / (Loss)	618.06	(479.51)
Other Comprehensive Income (Net of Tax)	33.27	(1.10)
Total Comprehensive Income	651.33	(480.61)

2. DIVIDEND

During the Financial Year 2024-25, the Company has not declared any dividend. The Board has
decided to retain all earnings for the current period and such retained earnings will be used to fund
future investments and support the company''s continued growth.

3. RESERVES

During the Financial Year 2024-25, no amount has been transferred to General Reserve.

4. PERFORMANCE AND STATE OF COMPANY AFFAIRS

During the year, total revenue from operations was Rs.27, 022.23 Lakhs an increase of 22.21% as
compared to total revenue from operations of Rs. 22,111.36 Lakhs in the previous year.

The operating profit stood at Rs. 25.60 crore as against Rs. 3.71 crore mainly driven by increase in
realisation and higher operational efficiency on account of savings in power cost.

At Lords Chloro, we recognize the importance of investing in our future to drive long-term growth
and sustainability. During FY2025, we did a capital expenditure to increase our production capacity
of caustic soda, Chlorinated Paraffin Wax (CPW) and also added a 16 MW solar power plant to
enhancing our operational efficiency.

5. OVERALL MARKET SCENARIO

The global caustic soda market in Fiscal Year 2024-2025 has demonstrated a resilient growth
trajectory, propelled by consistent demand across key industrial sectors. Valued at approximately
USD 47.4 billion in 2024 and projected to reach around USD 48 billion in 2025, the market continues
to expand steadily. This growth is predominantly driven by the robust requirements of the alumina
industry for aluminium production, especially in the automotive and aerospace sectors, alongside
persistent needs from the pulp and paper industry for various processing applications. The escalating
global emphasis on water and wastewater treatment, where caustic soda plays a critical role in pH
adjustment and purification, is also emerging as a significant growth catalyst. Asia-Pacific,
particularly China and India, maintained its dominance as the largest and fastest-growing market,
benefiting from rapid industrialization and urban infrastructure development. While overall supply
remained stable, bolstered by continuous adoption of efficient membrane cell technology and
strategic capacity expansions by major players, localized supply disruptions and the co-production
dynamics with chlorine influenced regional price fluctuations. Despite these variations, the market
generally saw stable prices, with trends influenced by energy costs, logistical efficiencies, and the
health of downstream industries.

6. FUTURE OUTLOOK

The future outlook for the global caustic soda market beyond FY2025 remains positive and
characterized by continued growth, driven by fundamental industrial demand and emerging
applications, alongside an increasing emphasis on sustainability. The global caustic soda market is
projected to reach approximately USD 71.0 billion by 2033, growing at a CAGR of around 4.7% from
2025 to 2033. This signifies a steady and sustained upward trend. Global demand is forecast to climb
to 116.30 million tons by 2030 from 94.95 million tons in 2025, reflecting a CAGR of 4.14% over this
period. The increasing global demand for lightweight aluminum in sectors like automotive,
aerospace, and construction will continue to fuel the need for caustic soda in the Bayer process.
Continued demand for high-quality fabrics and the use of caustic soda in processes like
mercerization, scouring, and dyeing will support market growth, especially in emerging economies.

In essence, the future of the global caustic soda market is one of stable and consistent expansion,
deeply intertwined with the growth of foundational industries. The shift towards sustainable
production methods and the increasing importance of water treatment will be key themes, ensuring
caustic soda''s continued indispensability in the global economy.

During FY25, the Company successfully completed key strategic expansion projects, marking a
significant milestone in its growth journey. The caustic soda capacity was enhanced by 90 tonnes per
day (TPD), taking the total installed capacity to 300 TPD. Additionally, the Company expanded its
chlorinated paraffin wax (CPW) capacity from 20 TPD to 50 TPD and operationalized a 16 MW solar
power plant at its facility. These projects were funded through a balanced mix of internal accruals
and debt, reinforcing our commitment to sustainable and efficient growth.

With these capacities now fully operational, the focus in the near term will be on optimizing plant
utilization, improving operating efficiencies, and deepening downstream chlorine integration. The
Company is actively exploring avenues to strengthen its product mix by targeting both existing and
new chlorine-based derivatives to enhance value addition and drive future growth.

Global demand for caustic soda remains robust, underpinned by supply-side constraints and rising
energy costs. While current global capacities are expected to meet demand until 2026, forecasts
indicate a potential supply-demand mismatch from 2026-2027 onwards if new capacities are not
commissioned, particularly outside India. Lords Chloro Alkali is well-positioned to capitalize on this
emerging opportunity with its enhanced capacities and integrated operations.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions under Section 152 of the Companies Act, 2013 read with the Companies
(Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of Company,
Ms. Sristhi Dhir, Non-Executive Director, is liable to retire by rotation at the ensuing Annual General
Meeting (AGM) and she has offered herself for re-appointment.

Mr. Hitesh Kumar, Company Secretary and Compliance Officer of the Company has resigned from
the Company with effect from 01^st February, 2025.

On the recommendation of Nomination & Remuneration Committee, the Board of Directors has
appointed Mr. Pankaj Mishra, as Company Secretary and Compliance Officer of the Company with
effect from 29^th May, 2025

KEY MANAGERIAL PERSONNEL

The details of the Key Managerial personnel are as under:

S. No.	Name	Designation
1.	Shri Ajay Virmani	Managing Director
2.	Shri Madhav Dhir	Whole Time Director
3.	Shri Deepak Mathur	Whole Time Director
4.	Shri Rajiv Kumar	Chief Financial Officer
5.	Shri Pankaj Mishra*	Company Secretary

*Shri Pankaj Mishra has been appointed as Company Secretary and Compliance Officer of the
Company with effect from 29.05.2025.

8. DECLARATION BY AN INDEPENDENT DIRECTOR(S)

The Company has received the declaration from all Independent Directors of the Company
confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the
Companies Act, 2013 and under SEBI (Listing obligations and Disclosure Requirements) Regulations,
2015.

The Board took on record the declaration and confirmation submitted by the Independent Directors
regarding meeting the prescribed criteria of independence, after undertaking due assessment of the
veracity of the same in terms of the requirements of regulation 25 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

The Independent Directors have also confirmed that they have registered their names in the
Independent Directors Databank. Further, the Board members are satisfied with regard to integrity,
expertise and experience (including the proficiency) of the Independent Directors of the Company.

9. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing obligations and Disclosure
Requirements) Regulations, 2015, the Board of Directors of the Company in their meeting held on
29^th May, 2025 had carried out the annual evaluation of their own performance, the Individual
Directors (Including the Independent and Non-Independent Directors) as well as of their
committees. The evaluation was carried out based on parameters such as level of engagement and
contribution, independence of judgement, safeguarding the interest of the Company and all
stakeholders etc.

The Independent Non-Executive Directors of the Company met separately without the presence of
the Non-Independent Directors and inter-alia reviewed the performance of the members of
management, Non-Independent Directors and the Board as a whole. Further, the performance of
the Chairperson of the Company and the Committees were also reviewed in the meeting. The
performance review conducted took into consideration the views of the Executive and NonÂ¬
Executive Directors.

The Policy on performance evaluation of Independent Directors, Board of Directors, Committees and
other individual Directors covered the role, rights, responsibilities of Independent Director and
related matters are put up on the website of the Company at the link
https://www.lordschloro.com/policies/ .

The following policies of the Company are attached herewith marked as Annexure A and B.

a) Policy for selection of Directors and determining Directors independence; and

b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

10. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE &
EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED
DURING THE YEAR

Pursuant to Rule 8(5) of the Companies (Accounts) Rules, 2015, statement regarding opinion of the
Board with regard to integrity, expertise and experience (including the proficiency) of the
independent directors is given below:

The Company has received necessary declarations from each Independent Director of the Company
under Section 149 (7) of the Companies Act, 2013, confirming that they meet the criteria of
independence as laid down in Section 149 (6) of the Companies Act, 2013 and that of Listing
Regulations.

The details of programmes for familiarization of Independent Directors with the Company, their
roles, rights, responsibilities in the Company, nature of the industry in which the Company operates,
business model of the Company and related matters are put up on the website of the Company at
the link https://www.lordschloro.com/policies/.

11. NOMINATION AND REMUNERATION POLICY

The Board of Directors have constituted Nomination and Remuneration Committee pursuant to
Section 178 of the Companies Act, 2013 and regulation 19 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 comprising Mr. Sandeep Singh (Chairperson), Ms. Shubha Singh
and Ms. Srishti Dhir as members of the Committee. The Board of Directors has formulated a policy
which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel
and Senior Management of the Company. The Policy also lays down the criteria for selection and
appointment of Board Members. The details of the Policy forms a part of this report as Annexure - A
and the Details / Disclosures of Ratio of Remuneration to each Director to the median employee''s
remuneration is given in point no 27 of this report. The Nomination and Remuneration Policy is
available on our website at the https://www.lordschloro.com/wp-
content/uploads/2024/10/nomination-and-remuneration-policy.pdf.

12. SUCCESSION PLANNING

The Nomination and Remuneration Committee works with the Board on the leadership succession
plan to ensure orderly succession in appointments to the Board and to senior management
positions.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S 186

Pursuant to Section 185, 186 of the Act read with the Companies (Meetings of the Board and its
Powers) Rules, 2014, disclosures relating to loans, guarantees and investments as on 31st March
2025 are given in the Notes to the Financial Statements.

14. MATERIAL CHANGES AND COMMITMENTS, IF ANY:

There were no material changes and commitments during the period from end of Financial Year
under review till the date of this Report which may be affecting the financial position of the
Company.

15. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN
FUTURE

The Company has not received any significant/material orders from the statutory regulatory
bodies/courts/tribunals which affect the operations/status of the Company.

16. COST RECORDS

The Cost accounts and records as required to be maintained under Section 148 (1) of Act are duly
made and maintained by the Company.

17. COST AUDITORS

The provisions of section 148 of the Companies Act, 2013, read with Rules 4 & 5 of the Companies
(Cost Audit and Record) Rules, 2014, for maintenance of Cost Records, Cost Audit are applicable to
the Company for the financial year 2025-26.

The Board of Directors of your Company at its meeting held on 21^st July, 2025, on the
recommendation of Audit Committee, has approved the appointment of M/s Goyal, Goyal &

Associates, Cost Accountants as Cost Auditor of your Company to conduct the audit of cost records
for the Financial Year 2025-26.

The remuneration proposed to be paid to the Cost Auditor subject to your ratification at the 46^thAGM will be Rs. 75,000/- (Rupees Seventy Five Thousand only) for the Financial Year 2025-26.

18. STATUTORY AUDITORS

At the 42^nd AGM of your Company, the members had approved the appointment of M/s Nemani
Garg Agarwal & Co, Chartered Accountants (FRN-010192N) as Statutory Auditors of the Company, to
hold office till the conclusion of 47^thAGM.

19. AUDITOR''S REPORT

Further, Statutory Auditor of the Company has submitted Auditor''s Report on the Accounts of the

Company for the financial year ended on 31 March 2025. The Notes on financial statement

referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.
The Auditors'' Report does not contain any observation, qualification, reservation or adverse remark.

20. SECRETARIAL AUDITOR

Further, pursuant to amendment in regulation 24A of SEBI (LODR) Regulations, 2015 the Board of
Directors of the Company in its meeting held on 21^st July, 2025 has appointed M/s SSPK & Co.,
Practicing Company Secretary, as Secretarial Auditors to conduct Secretarial Audit of the Company
for a term of up to 5(Five) consecutive years, to hold office from the conclusion of this Annual
General Meeting (''AGM'') till the conclusion of 51st AGM of the Company to be held in the Year
2030.

21. SECRETARIAL AUDITORS'' OBSERVATIONS

The Secretarial Auditors of the Company have submitted their Report in the Form No. MR-3 as
required under Section 204 of the Companies Act, 2013 for the financial year ended 31st March
2025 which is annexed herewith as Annexure-C to this Report.

Further, Secretarial Auditor of the Company has submitted Secretarial Auditor''s Report of the
Company for the financial year ended on 31^st March 2025. The Auditor''s report is self-explanatory
and requires no comments.

22. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS UNDER SECTION 143(12)

During the year under review, neither the statutory auditors nor the secretarial auditor has reported
to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud
committed against the Company by its officers or employees, the details of which would need to be
mentioned in the Board''s report.

23. CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business of the Company.

24. SAFETY, ENVIRONMENT PROTECTION & POLLUTION CONTROL

Adopting sustainable production practices at all levels of the organization is the need of the hour. At
Lords Chloro Alkali Ltd., we are committed to continual improvement through sustainable initiatives
focused on reducing greenhouse gas emissions, minimizing energy consumption, and promoting
water conservation.

At Lords Chloro Alkali Ltd., we are unwavering in our commitment to enhancing safety across all
levels of the organization and in the surrounding communities. In collaboration with national
organizations such as AMAI, we have extended our efforts to train public sector organizations in the
NCR region, promoting best practices beyond our own operations.

Sustainability, Safety, and Environmental Stewardship Initiatives at Lords Chloro Alkali Ltd.

â¢ Advanced Emission Control: To improve air quality and reduce emissions, DG sets have been
replaced with sets compliant with CPCB IV norms. These generators offer significantly lower

emissions of particulate matter (PM) and nitrogen oxides (NOx), along with enhanced fuel
efficiency and superior load-handling capabilities.

â¢ Clean Fuel Integration: All boilers in the plant now operate exclusively on clean fuels such as
hydrogen and LPG. The use of all conventional and polluting fuels has been entirely phased out,
marking a significant shift toward sustainable operations.

â¢ Emergency Preparedness: Demonstrating our commitment to safety and readiness, an offsite
emergency mock drill was successfully conducted in collaboration with the National Disaster
Response Force (NDRF) and the Alwar District Crisis Group.

â¢ Recognition for Safety Excellence: Our continued focus on industrial safety has been recognized
with the prestigious Rajasthan State Factory Safety Award 2024, conferred by the Factories &
Boilers Inspection Department, Government of Rajasthan.

â¢ On-site Chlorine Utilization: A Chlorinated Paraffin Wax plant has been commissioned to utilize
toxic chlorine gas within the premises, thereby eliminating the need for hazardous tonner filling
and off-site transportation, and significantly reducing associated risks.

Lords Chloro Alkali Ltd. Advances Sustainability with 16 MW Solar Power Plant in Rajasthan

â¢ Lords Chloro Alkali Ltd. (LCAL) has taken a significant step toward sustainability by
commissioning a 16 MW solar power plant in Bikaner, Rajasthan, which began operations in
October 2024. The plant supports LCAL''s broader goal of transitioning to clean energy and
reducing its carbon footprint. Environmentally, it contributes to an estimated annual reduction
of 17,200 tons of CO₂ emissionsâcomparable to planting around 8,47,500 trees each year.

This solar initiative forms a core part of LCAL''s ongoing strategy to adopt green technologies and
improve overall energy efficiency.

25. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND
OUTGOING.

In compliance with provisions of clause (m) of sub-section (3) of Section 134 of the Companies Act,

2013, read with the Companies (Accounts) Rules, 2014 the statements giving the required

information relating to energy conservation, technology absorption, foreign exchange earnings and

outgoings is annexed herewith as Annexure D.

26. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year with
related parties were in the ordinary course of business and on an arm''s length basis.

During the year, all related party transactions were placed before the Audit Committee and Board of
Directors for approval.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the
Companies Act 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 in the prescribed
Form AOC - 2 is annexed as Annexure E to this Report.

The Policy on materiality of related party transactions and dealing with related party transactions as
approved by the Board may be accessed on the Company''s website at the link:
https://www.lordschloro.com/policies.

Details of transactions, contracts and arrangements entered into with related parties by the
Company, during Financial Year 2024-25, is given under Notes to Accounts annexed to Financial
Statements, which forms part of this Annual Report.

27. PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES

The information required under Section 197 of the Act read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a) The ratio of the remuneration of each Director to the median remuneration of the
employees of the Company for the financial year:

Name of the Directors	Ratio to median remuneration	Remuneration in (Rs.)
Shri A jay Virmani	35.09:1	1,53,72,621
Shri Madhav Dhir	35.01:1	1,53,35,113
Shri Deepak Mathur	13.13:1	57,50,183

b) The percentage increase in remuneration of each Director, Chief Financial Officer,
Company Secretary in the financial year:

Name	% Increase
Shri Ajay Virmani	16.05%
Shri Madhav Dhir	16.10%
Shri Deepak Mathur	8.59%
Shri Rajiv Kumar (Chief Financial Officer)	12.06%
Shri Hitesh Kumar (Company Secretary)	-

* Shri. Hitesh Kumar (Company Secretary) joined the company in the current FY. So
therefore, the percentage increase cannot be ascertained.

c) The percentage increase in the median remuneration of employees in the financial
year:

The percentage increase in the median remuneration of employees in the financial year was

15.14%.

d) The number of permanent employees on the rolls of company;

The number of permanent employees on the rolls of the company at the end of financial year

were 201.

e) Average percentile increase already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration;

Average percentile increase in the salaries of employees other than the managerial personnel is
3.71%. Average percentile increase in the salaries of managerial personnel is 14.66%.

f) Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that the remuneration is as per the remuneration policy of the Company.

None of the Employees drew the salary more than the prescribed limit i.e. ^ 1.02 Crores in a year for
the financial year 2024-25 as per the provisions of Section 197 (12) of the Companies Act, 2013 read
with Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 except Managing Director and Whole Time Director, who is employed throughout the
financial year, who were in receipt of remuneration of Rs. 1.33 crores (One crore and thirty three
lakh) and Rs. 1.32 crores (One crore and thirty two lakh).

None of the Employees drew the salary more than the prescribed limit i.e. ^ 8.50 Lakhs in a month
during the financial year 2024-25 as per the provisions of Section 197 (12) of the Companies Act,
2013 read with Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

Any member interested in obtaining the information of top-10 employee of the Company may write
to the Company Secretary at the registered office or the corporate office of the Company.

28. COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The criteria for Directors'' appointment have been set up by the Nomination, Remuneration and
Compensation Committee (NRCC), which, inter-alia, includes criteria for determining qualifications,
positive attributes, independence of a Director, basis/criteria of remuneration to Directors/KMPs
and other matters provided under Section 178 of the Companies Act, 2013 (''the Act'') and the SEBI
Listing Regulations 2015. The Company has a Remuneration Policy in place which deals in the
remuneration of the Directors, Key Managerial Personnel (KMPs), Senior Management Personnel
(SMPs) and other employees of the Company. The said remuneration policy is available on the
Company''s website at the following web link:

https://www.lordschloro.com/wp-content/uploads/2024/10/nomination-and-remuneration-

policy.pdf

29. ANNUAL RETURN

The Annual Return of the Company can be accessed on the website of the Company at following link:
https://www.lordschloro.com.

30. SECRETARIAL STANDARDS

The Directors state that applicable secretarial standards have been duly followed by the Company.

31. THE DETAIL OF APPLICATION MADE /PROCEEDING PENDING UNDER THE INSOLVENCY AND

BANKRUPTCY CODE, 2016

During the year under review the Company has not made any application during the year and no
proceeding is pending under Insolvency & Bankruptcy Code, 2016 (IBC) as at March 31, 2025.

32. 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

During the year under review, there has been no one-time settlement. Since there is no, One-Time
Settlement, therefore there is no 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.

33. PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposit within the meaning of
Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits)
Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

34. CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 read with Schedule V of SEBI (Listing obligations and Disclosure
Requirements) Regulations, 2015, a Report on Corporate Governance and a Certificate from the
Practicing Company Secretary confirming the compliance with conditions of corporate governance
are appended herewith as Annexure F.

A certificate from Managing Director and Chief Financial Officer of the Company in terms of SEBI
(Listing obligations and Disclosure Requirements) Regulations, 2015, inter-alia confirming the
correctness of financial statements and cash flow statements, adequacy of internal control measures
and reporting of matters was placed before the Audit Committee and Board.

35. MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and Analysis Report for the year under review, as stipulated under
Regulation 34 of the Listing Agreement, 2015 is annexed herewith Annexure G to this Report.

36. RISK MANAGEMENT

The Company has constituted a Risk Management Committee which ensures that the Company has
an appropriate and effective Enterprise Risk Management system with appropriate policies and
processes which carries out risk assessment and ensures that risk mitigation plans are in place by
validating the same at regular intervals.

Brief details about the Risk Management are provided in the Corporate Governance Report.

37. CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors of the Company have constituted Corporate Social Responsibility (CSR)
committee pursuant to Section 135 of Companies Act, 2013, Schedule VII and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and relevant rules and provisions
comprising Mr. Ajay Virmani (Chairperson), Mr. Madhav Dhir and Ms. Sakshi Vashisth as members of
the Committee. The said Committee has been entrusted with the responsibility of formulating and
recommending to the Board, a CSR Policy indicating the activities to be undertaken by the Company,
monitoring the implementation of the framework of the CSR Policy and recommending the amount
to be spent on CSR activities.

The Corporate Social Responsibility Policy, as framed by the Members of Corporate Social
Responsibility Committee, is available on Company''s website https://www.lordschloro.com/policies.

An annual report of CSR activity has been disclosed with this report as Annexure H.

38. MEETINGS OF THE BOARD

Eight (8) meetings of the Board of Directors were held during the year. For further details, please
refer section of Report on Corporate Governance of this Annual Report.

39. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company established a vigil mechanism for directors and employees to report concerns about
unethical behaviour, actual or suspected fraud or violation of the company''s Code of Conduct or
ethics policy.

This mechanism provides adequate safeguards against victimization of director(s)/ employee(s) and
also provide for direct access to the Chairman of the Audit Committee in exceptional cases.

The details of establishment of such mechanism disclosed at the website of the company
https://www.lordschloro.com/policies.

40. DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

Your Company has put in place adequate internal financial controls with reference to the financial
statements, some of which are outlined below.

Your Company has adopted accounting policies which are in line with the Accounting Standards
prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under
Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of
the Companies (Accounts) Rules, 2014 to the extent applicable. These are in accordance with
generally accepted accounting principles in India.

The Management periodically reviews the financial performance of your Company against the
approved plans across various parameters and takes necessary action, wherever necessary.

41. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Board of Directors of the Company have constituted Internal Complaint Committee who will
hear and redress the complaint made in writing by any aggrieved woman of sexual harassment at
workplace as per the "Sexual Harassment of Woman At Workplace (Prevention, Prohibition and
Redressal) Act, 2013". The Policy is also available on our website at the link,
https://www.lordschloro.com/policies.

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

Number of Sexual Harassment Complaints received		Nil
Number of Sexual Harassment Complaints disposed off	Nil
Number of Sexual Harassment Complaints pending beyond 90 days.	Nil

42. AUDIT COMMITTEE

The Audit Committee as on 31st March, 2025 comprises Mr. Sandeep Singh (Chairperson), Mr. Ajay

Virmani (Member) and Mr. Amia Kumar Singh (Member). All the recommendations made by the

Audit Committee were accepted by the Board.

43. DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year ended on March 31, 2025, the
applicable Indian Accounting Standards read with requirements set out under Schedule III to
the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and
made judgements and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at the financial year ended on 31^st March,
2025 and of the loss incurred by the Company for the year ended on that date;

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

d) the Directors have prepared the annual accounts on a ''going concern'' basis;

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

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

44. INDUSTRIAL RELATIONS

The relations between the Company and its employees continued to be cordial and harmonious
throughout the year under review.

45. STATUS OF LISTING FEES

The Company equity shares are listed on National Stock Exchange of India Limited and BSE Ltd. Your
Company has been regularly paying listing fees to the BSE Limited & National Stock Exchange of
India Limited, Mumbai.

46. CHANGE IN CAPITAL STRUCTURE

The Company has issued and allotted 35,00,000 (Thirty Five Lakh) Warrants, convertible into or
exchangeable for 1 (one) fully paid-up equity share of the Company of face value of Rs. 10/- (Rupees
Ten) each ("Warrants") to Promoters and Other Entities belonging to Non-Promoter Category at a
premium of Rs. 112/- per Equity Shares aggregate at a price of Rs. 122/- (Rupees One Hundred and
Twenty-Two only) per warrant, which may be exercised in one or more tranches during the period
commencing from the date of allotment of the Warrants i.e. 12.08.2024 until expiry of 18 (Eighteen)
months i.e. 11.02.2026, to the allottees of Warrants. The above issue of Warrants has been
approved by the Board of Directors in its Meeting held on 17.06.2024 and by the Members of the
Company in its Meeting held on 12.07.2024. The 35,00,000 Warrants has been allotted to the
respective allottees by the Board of Directors in its Meeting held on 12.08.2024.

47. Maternity Benefit Act.

During the period under review the Company has complied with the provisions of Maternity Benefit
Acts

48. NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR

Detail of number of employee during the year under review is given below:

number of employee during the year under review
Female	03
Male	198
Transgender	0

49. OTHER DISCLOSURES

1. Company does not have any subsidiary, Joint Venture and Associates

2. During the year company has not issued any equity shares and differential rights as to
dividend, voting or otherwise.

3. During the year company has not Issued Shares (including sweat equity shares) to employees
of the Company under any scheme.

4. During the year, no unclaimed dividend was required to be transferred in the Investor
Education & Protection Fund of IEPF Authority as no unpaid dividend is lying with the Company.

5. The details of Credit Rating are disclosed in the Corporate Governance Report, which forms
part of this Annual Report.

6. During the year under review and until the date of the Report, none of the securities of your
company were suspended from trading

7. Amount raised through Preferential Issue was fully utilized in the object mentioned in the
notice of General Meeting and there is no deviation/variation in the issue of proceeds.

8. The Company does not have any scheme of provision of money for the purchase of its own
shares by employees or by trustees for the benefit of employees.

50. ACKNOWLEDGEMENT

Your Directors wish to convey their deep appreciation to all the company''s employees/workers for
their dedication and hard work as well as their collective contribution to the Company''s
performance.

The Directors would also like to thank to the Members, Customers, Dealers, Suppliers, Bankers,
Financial Institutions, Government Authorities and all other business associates for continued
support given by them to the Company and their confidence in its management.

For and on behalf of the Board of Directors
Lords Chloro Alkali Limited

Sd/- Sd/-

Place : New Delhi Ajay Virmani Madhav Dhir

Date:21.07.2025 Managing Director Whole Time Director

DIN:00758726 DIN: 07227587

Mar 31, 2024

Your Directors are pleased to present the 45^thAnnual Report together with the Audited Financial Statements of the Company for the Financial Year ended on 31^st March, 2024.

1. FINANCIAL PERFORMANCE

(Rs in Lakhs)

Particulars	For the year ended on 31^st March, 2024	For the year ended on 31^st March, 2023
Sales (Net of Indirect Taxes)	22111.36	29505.18
Other Income	292.54	144.24
Operating Profit / (Loss) before Interest and	370.58	8519.71
Depreciation	370.58	8519.71
Interest/ Finance Cost	210.97	240.92
Depreciation	899.95	807.79
Exceptional Items - (Gain)/ Loss	-	-
Profit/(loss) before tax	(740.34)	7471.00
Tax expense	(260.83)	2148.70
Net Profit / (Loss)	(479.51)	5322.29
Other Comprehensive Income (Net of Tax)	(110)	(13.24)
Total Comprehensive Income	(480.61)	5309.05

2. PERFORMANCE AND STATE OF COMPANY AFFAIRS

During the year, total revenue from operations was Rs.22,111.36 Lakhs a decline of 25.05% as compared to total revenue from operations of Rs. 29,505.18 Lakhs in the previous year.

The operating profit witnessed a decline mainly due to lower realization of caustic soda.

At Lords Chloro, we recognize the importance of investing in our future to drive long-term growth and sustainability. During FY2024, we committed INR 150 Crore towards various capital expenditure projects aimed at expanding our production capacity and enhancing our operational efficiency.

One of the key highlights of our capex initiatives is the expansion of our Caustic Soda plant. This project will increase our production capacity, enabling us to meet the growing demand for Caustic Soda in various industrial applications. Additionally, we have introduced a new product to our lineup, which has been well-received by our customers. This diversification strategy not

only strengthens our product portfolio but also reduces our reliance on a single product line, thereby mitigating risks.

In line with our commitment to sustainability, we have made significant progress in our efforts to reduce power consumption costs. We are in process of installing a 16 MW solar power plant in Bikaner, Rajasthan. This facility will generate clean energy, reducing our reliance on grid power and enhancing our operating margins. By investing in renewable energy, we are not only improving our cost structure but also contributing to our environmental goals.

3. OVERALL MARKET SCENARIO

Financial year 2023-24 saw a good growth of the industry, supported by strong demand and stable international prices. Chemicals and chemical products such as caustic soda, soda ash, fertilisers and petroleum products have also performed well. Overall production of caustic soda in the global market was increased by about 7.89% compared to the previous year. The Ukraine-Russia conflict triggered a massive shock to the world economy. However, the Governmentâs interventions and balanced approach minimized the impact on our economy. The higher estimates of GDP growth of over 7% in 2023-24 and the strong indicators of the Indian economy are pointers to a sustained growth momentum.

4. FUTURE OUTLOOK

The global caustic soda market reached a volume of 78.54 Million Tons in 2021. Looking forward, IMARC Group expects, the market is expected to reach 88.46 Million Tons by 2027, exhibiting at a CAGR of 1.9% during 2022-2027.

The chemical sector in India has the opportunity for significant growth. The Indian chemical industry produces 80,000 different chemical products, including basic types of chemicals, knowledge type chemicals, and specialty type chemicals. India''s specialty chemicals companies are expanding their capacities to cater to rising demand from domestic and overseas market. Further, Indian Chemical Industries contributes around 7% to the nation''s Gross Domestic Product (GDP).

However, during the Last financial year 2023-24, chemical markets witnessed a significant reduction in rates. Weak demand from Aluminium manufacturers and slowdown in the global economy is may also contribute to price drops in Caustic Soda product.

Further, the second half of this financial year has potential for improvement. Our company is very much confident that we can adapt our self in present situation and took the best advantage of it.

The company is currently increasing its caustic soda capacity by approximately 90 tonnes per day to an installed capacity of 300 TPD. Additionally, it has other capital expenditure plans aimed at utilizing downstream chlorine and enhancing the product mix such as expansion of CPW from 20 TPD to 50 TPD and installation of 16MW solar power plant. These investments are expected to be financed through a combination of internal accrual and debt.

The demand for caustic soda is projected to outstrip global production capacity in the latter half of this decade, driven by tightening production conditions and escalating electricity expenses. The potential for a shortage will predominantly depend on the degree of decline in global economic activities. While current caustic soda capacity is expected to suffice until 2026, the industry may encounter shortages and subsequent price escalations unless additional capacity is introduced.

If the caustic soda production capacity remains stagnant, with no new plants established globally other than India, it is projected that the forecasted consumption will surpass capacity between 2026 and 2027, leading to shortages in supply.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions under Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of Company, Ms. Sristhi Dhir, Non-Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and she has offered herself for re-appointment.

The Company has received the declaration from all Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and under SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.

Mr. Nitesh Anand, Company Secretary and Compliance Officer of the Company has resigned from the Company with effect from 05^th February, 2024.

KEY MANAGERIAL PERSONNEL

The details of the Key Managerial personnel are as under:

S. No.	Name	Designation
1.	Shri Ajay Virmani	Managing Director
2.	Shri Madhav Dhir	Whole Time Director
3.	Shri Deepak Mathur	Whole Time Director
4.	Shri Rajiv Kumar	Chief Financial Officer
5.	Shri Hitesh Kumar¹	Company Secretary

6. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company in their meeting held on 14^th February, 2024 had carried out the annual evaluation of their own performance, the Individual Directors (Including the Independent and Non-Independent Directors) as well as of their committees. The evaluation was carried out based on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and all stakeholders etc.

The Independent Directors of the Company in their separate meeting held on 14^th February, 2024 reviewed the performance of the Non-Independent Directors and the Board as a whole. They also reviewed the performance of the Chairperson of the Company.

The Policy on performance evaluation of Independent Directors, Board of Directors, Committees and other individual Directors covered the role, rights, responsibilities of Independent Director and related matters are put up on the website of the Company at the link https://www.lordschloro.com/policies.html .

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link https://www.lordschloro.com/policies.html .

The following policies of the Company are attached herewith marked as Annexure A and B.

a) Policy for selection of Directors and determining Directors independence; and

b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

7. NOMINATION AND REMUNERATION POLICY

The Board of Directors have constituted Nomination and Remuneration Committee pursuant to Section 178 of the Companies Act, 2013 and regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 comprising Mr. Sandeep Singh (Chairperson), Ms. Shubha Singh and Ms. Srishti Dhir as members of the Committee. The Board of Directors has formulated a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy also lays down the criteria for selection and appointment of Board Members. The details of the Policy forms a part of this report as Annexure - A and the Details / Disclosures of Ratio of Remuneration to each Director to the median employeeâs remuneration as Annexure -B. The Nomination and Remuneration Policy is available on our website at the https://www.lordschloro.com/policies.html .

8. SUCCESSION PLANNING

The Nomination and Remuneration Committee works with the Board on the Succession plan and prepares for the succession in case of any exigencies.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S 186

The Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of loans granted, investments made and guarantees and securities provided, as applicable.

10. MATERIAL CHANGES AND COMMITMENTS, IF ANY:

There were no material changes and commitments have been occurred between the end of the financial year of the Company to which the financial statements relate and date of signing of board report affecting the financial position of the company.

11. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

The Company has not received any significant/material orders from the statutory regulatory bodies/courts/tribunals which affect the operations/status of the Company.

12. COST RECORDS

The Cost accounts and records as required to be maintained under Section 148 (1) of Act are duly made and maintained by the Company.

13. COST AUDITORS

The provisions of section 148 of the Companies Act, 2013, read with Rules 4 & 5 of the Companies (Cost Audit and Record) Rules, 2014, for maintenance of Cost Records, Cost Audit are applicable to the Company for the financial year 2024-25.

The Board of Directors of your Company at its meeting held on 12^th August, 2024, on the recommendation of Audit Committee, has approved the appointment of M/s Goyal, Goyal & Associates, Cost Accountants as Cost Auditor of your Company to conduct the audit of cost records for the Financial Year 2024-25.

The remuneration proposed to be paid to the Cost Auditor subject to your ratification at the 45^thAGM will be Rs. 75,000/- (Rupees Seventy Five Thousand only) for the Financial Year 2024-25.

14. STATUTORY AUDITORS

At the 42^nd AGM of your Company, the members had approved the appointment of M/s Nemani Garg Agarwal & Co, Chartered Accountants (FRN-010192N) as Statutory Auditors of the Company, to hold office till the conclusion of 47^thAGM subject to ratification by the Members at every Annual General Meeting.

However, pursuant to the amendment in Section 139 of the Companies Act, 2013, requirement of the ratification of the appointment of Statutory Auditors at every Annual General Meeting has been omitted and accordingly the proposal for the ratification of the M/s Nemani Garg Agarwal & Co, Chartered Accountants as Statutory Auditors has not been considered.

The Company has received consent and eligibility letter from M/s. Nemani Garg Agarwal & Co, Chartered Accountants (FRN-010192N) for their appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013.

15. AUDITORâS REPORT

The Notes on financial statement referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any observation, qualification, reservation or adverse remark.

16. SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Companies Act, 2013 and rules made thereunder, the Board of Directors of the Company had appointed M/s SSPK & Co., Practicing Company Secretary, as Secretarial Auditors to conduct Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report for the financial year ended 31^st March, 2024 is annexed herewith as Annexure C to this Report.

17. SECRETARIAL AUDITORSâ OBSERVATIONS

The Company is required to transfer an amount of Rs. 11.64 Lakhs to Investor Education and Protection Fund under the provisions of Section 125 of the Companies Act, 2013 and other applicable provisions. However, as per explanation received from management, this amount, due for transfer, pertains to period prior to period under review and delay is due to pending reconciliation of old records. Now the Management of the Company has decided to deposit the amount of Rs. 11.64 Lakhs with the appropriate authority during this financial year.

18. SAFETY, ENVIRONMENT PROTECTION & POLLUTION CONTROL

Adopting sustainable production practices at all levels in the organization is need of the hour. At Lords Chloro Alkali Ltd. we are continually striving for enhancing safety at all levels in the organization & surrounding through training and awareness sessions. We have collaborated with National organization as AMAI to train public organizations in vicinity of NCR region. Various proactive measures have been taken for water conservation and air pollution control to have clean environment.

Company is focusing on continual improvement by adopting sustainable production practices by taking initiatives to reduce green house gas emissions, energy consumption and water conservation.

â¢ To enhance safety awareness and to respond in emergency situation, an offsite mock drill was conducted in coordination with National Disaster Response Force (NDRF) & Alwar District Crisis Group.

â¢ In the field of safety your unit has been awarded by âRajasthan State Factory Safety Awardâ for the year 2024. This award is given by the Factories & Boilers Inspection Department, Government of Rajasthan.

â¢ Existing Fire safety system is further strengthened by installation of diesel engine based fire hydrant pump.

â¢ âChlorine Handling Safetyâ training & demo sessions in Delhi & Haryana regions, conducted in coordination with AMAI (Alkali Manufacturers Association of India) for chlorine consumers, WTP-Water Treatment Plants, PWD - Public Works departments, Municipal Corporations, PHED and other stakeholders..

â¢ For better air pollution control 2 Nos of old 500 KVA DG sets are replaced with latest technology gensets meeting CPCB IV norms. There is significant reduction in particulate matter (PM) and nitrogen oxide (NOx) concentrations in generator exhaust. They also have better fuel efficiency and better load taking capability.

19. DIVIDEND AND TRANSFER TO RESERVE

During the Financial Year 2023-24, the Company has not declared any dividend and no amount has been transferred to General Reserve.

20. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGOING.

In compliance with provisions of clause (m) of sub-section (3) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 the statements giving the required information relating to energy conservation, technology absorption, foreign exchange earnings and outgoings is annexed herewith as Annexure D.

21. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an armâs length basis.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 in the prescribed Form AOC - 2 is annexed as Annexure E to this Report.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companyâs website at the link: https://www.lordschloro.com/policies.html .

22. PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year:

Name of the Directors	Ratio to median remuneration	Remuneration in (Rs.)
Shri Ajay Virmani	34.82	1,32,47,008
Shri Madhav Dhir	34.72	1,32,09,000
Shri Deepak Mathur	13.92	52,95,096

(b) The percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary in the financial year:

Name	% Increase
Shri Ajay Virmani	(75.59)%
Shri Madhav Dhir	(73.05)%
Shri Deepak Mathur	19.78%
Shri Rajiv Kumar (Chief Financial Officer)	14.14%
Shri Nitesh Anand (Company Secretary)	2.16%

c) The percentage increase in the median remuneration of employees in the financial year:

The percentage increase in the median remuneration of employees in the financial year was 4.05%.

(d) the number of permanent employees on the rolls of company;

The number of permanent employees on the rolls of the company at the end of financial year were 199.

(e) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

Average percentile increase in the salaries of employees other than the managerial personnel is 11.47%. Average percentile increase in the salaries of managerial personnel is -67.94%.

f) Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that the remuneration is as per the remuneration policy of the Company.

None of the Employees drew the salary more than the prescribed limit i.e. ? 1.02 Crores in a year for the financial year 2023-24 as per the provisions of Section 197 (12) of the Companies Act, 2013 read with Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 except Managing Director and Whole Time Director, who is employed throughout the financial year, who were in receipt of remuneration of Rs. 1.33 crores (One crore and thirty three lakh) and Rs. 1.32 crores (One crore and thirty two lakh).

None of the Employees drew the salary more than the prescribed limit i.e. ? 8.50 Lakhs in a month during the financial year 2023-24 as per the provisions of Section 197 (12) of the Companies Act, 2013 read with Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Any member interested in obtaining the information of top-10 employee of the Company may write to the Company Secretary at the registered office or the corporate office of the Company.

23. ANNUAL RETURN

The Annual Return of the Company can be accessed on the website of the Company at following link : https://www.lordschloro.com/financials.html .

24. THE DETAIL OF APPLICATION MADE /PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review the Company has not made any application during the year and no proceeding is pending under Insolvency & Bankruptcy Code, 2016 (IBC) as at March 31, 2024.

25. 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

During the year under review, there has been no one-time settlement. Since there is no, One-Time Settlement, therefore there is no 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.

26. PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

27. CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 read with Schedule V of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance and a Certificate from the Practicing Company Secretary confirming the compliance with conditions of corporate governance are appended herewith as Annexure F.

Further as per the above mentioned regulation and Schedule, the Report on Management Discussion & Analysis is also annexed herewith Annexure G to this Report.

A certificate from Managing Director and Chief Financial Officer of the Company in terms of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, inter-alia confirming the correctness of financial statements and cash flow statements, adequacy of internal control measures and reporting of matters was placed before the Audit Committee and Board.

28. RISK MANAGEMENT

The Company has constituted a Risk Management Committee which ensures that the Company has an appropriate and effective Enterprise Risk Management system with appropriate policies and processes which carries out risk assessment and ensures that risk mitigation plans are in place by validating the same at regular intervals.

Brief details about the Risk Management are provided in the Corporate Governance Report.

29. CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors of the Company have constituted Corporate Social Responsibility (CSR) committee pursuant to Section 135 of Companies Act, 2013, Schedule VII and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and relevant rules and provisions comprising Mr. Ajay Virmani (Chairperson), Mr. Madhav Dhir and Ms. Sakshi Vashisth as members of the Committee. The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a CSR Policy indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

The Corporate Social Responsibility Policy, as framed by the Members of Corporate Social Responsibility Committee, is available on Companyâs website https://www.lordschloro.com/policies.html .

An annual report of CSR activity has been disclosed with this report as Annexure H.

30. MEETINGS OF THE BOARD

Four (4) meetings of the Board of Directors were held during the year. For further details, please refer section of Report on Corporate Governance of this Annual Report.

31. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company established a vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the companyâs Code of Conduct or ethics policy.

This mechanism provides adequate safeguards against victimization of director(s)/ employee(s) and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.

The details of establishment of such mechanism disclosed at the website of the company https://www.lordschloro.com/policies.html .

32. DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

Your Company has put in place adequate internal financial controls with reference to the financial statements, some of which are outlined below.

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under

Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 to the extent applicable. These are in accordance with generally accepted accounting principles in India.

The Management periodically reviews the financial performance of your Company against the approved plans across various parameters and takes necessary action, wherever necessary.

33. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Board of Directors of the Company have constituted Internal Complaint Committee who will hear and redress the complaint made in writing by any aggrieved woman of sexual harassment at workplace as per the âSexual Harassment of Woman At Workplace (Prevention, Prohibition and Redressal) Act, 2013â. The Policy is also available on our website at the link, https://www.lordschloro.com/policies.html .

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

No. of Complaints opening	Nil
No. of Complaints received	Nil
No. of Complaints resolved	Nil
No. of Complaints pending	Nil

34. AUDIT COMMITTEE

The Audit Committee as on 31st March, 2024 comprises Mr. Sandeep Singh (Chairperson), Mr.

Ajay Virmani (Member) and Mr. Amia Kumar Singh (Member). All the recommendations made

by the Audit Committee were accepted by the Board.

35. DIRECTORSâ RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year ended on March 31, 2024, the applicable Indian Accounting Standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the financial year ended on 31^stMarch, 2024 and of the loss incurred by the Company for the year ended on that date;

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

d) the Directors have prepared the annual accounts on a âgoing concernâ basis;

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

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

36. INDUSTRIAL RELATIONS

The relations between the Company and its employees continued to be cordial and harmonious throughout the year under review.

37. STATUS OF LISTING FEES

The Company has listed its equity shares on National Stock Exchange of India Limited on 28.08.2023. Your Company has been regularly paying listing fees to the BSE Limited & National Stock Exchange of India Limited, Mumbai where its Equity Shares are listed.

38. ISSUE AND ALLOTMENT OF FULLY CONVERTIBLE WARRANTS

12.08.2024 until expiry of 18 (Eighteen) months i.e. 11.02.2026, to the allottees of Warrants. The above issue of Warrants has been approved by the Board of Directors in its Meeting held on

17.06.2024 and by the Members of the Company in its Meeting held on 12.07.2024. The 35,00,000 Warrants has been allotted to the respective allottees by the Board of Directors in its Meeting held on 12.08.2024.

39. ACKNOWLEDGEMENT

Your Directors wish to convey their deep appreciation to all the companyâs employees/workers for their dedication and hard work as well as their collective contribution to the Companyâs performance.

The Directors would also like to thank to the Members, Customers, Dealers, Suppliers, Bankers, Financial Institutions, Government Authorities and all other business associates for continued support given by them to the Company and their confidence in its management.

For and on behalf of the Board of Directors Lords Chloro Alkali Limited

Place : New Delhi Ajay Virmani Madhav Dhir

Date:12.08.2024 Managing Director Whole Time Director

DIN: 00758726 DIN: 07227587

Mr. Hitesh Kumar has been appointed as Company Secretary and Compliance Officer of the Company with effect from 02.05.2024.

Mar 31, 2023

The Directors are pleased to present the 44^thAnnual Report together with the Audited Financial Statements of the Company for the Financial Year ended on 31^st March, 2023.

1. FINANCIAL PERFORMANCE

(Rs. in Lakhs)
Particulars	st For the year ended on 31	For the year ended
Particulars	March, 2023	on 31^st March, 2022
Sales (Net of Indirect Taxes)	29,505.18	24,008.27
Other Income	144,24	252.44
Operating Profit / (Loss) before Interest and Depreciation	8,519.71	5,855.19
Interest/ Finance Cost	807.79	477.15
Depreciation	240.92	726.35
Profit/(loss) before tax	7,471.00	4,651.69
Tax expense	2,148.70	1,423.31
Net Profit / (Loss)	5,322.29	3,228.38
Other Comprehensive Income (Net of Tax)	(13.24)	4.90
Total Comprehensive Income	5,309.05	3,233.28

2. PERFORMANCE AND STATE OF COMPANY AFFAIRS

During the Financial year 2022-23, your Company has been able to produce 61900 MT of Caustic against 60083 MT in the previous year. Further, the company has also achieved the highest turnover and highest profit in the current year since inception.

The Company has also planned to increase its Caustic Soda capacity to 300 TPD. Further, Company is also planning to introduce Chlorinated Paraffin Wax (CPW) by the 2^nd half of this financial year with the capacity of 50 TPD. At initial stage the company has planned to produce 20TPD of CPW.

The Company has also planning to produce electricity upto of 12.5 MW through Solar power plant for captive consumption.

3. Marketing

Financial year 2022-23 saw a good growth of the industry, supported by strong demand and stable international prices. Chemicals and chemical products such as caustic soda, soda ash,

fertilisers and petroleum products have also performed well. Overall production of caustic soda in the global market was increased by about 7.89% compared to the previous year. The Ukraine-Russia conflict triggered a massive shock to the world economy. However, the Governmentâs interventions and balanced approach minimized the impact on our economy. The higher estimates of GDP growth of over 7% in 2022-23 and the strong indicators of the Indian economy are pointers to a sustained growth momentum.

4. FUTURE OUTLOOK

However, during the first quarter of the financial year 2023-24, chemicals market may witness a significant reduction in rates. Weak demand from Aluminium manufacturers and slowdown in the global economy is may also contribute to price drops in Caustic Soda product.

Further, the second half of this financial year have potential for improvement. Our company is very much confident that we can adapt our self in present situation and took the best advantage of it.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions under Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of Company, Ms. Sristhi Dhir, Non-Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and she has offered herself for reappointment.

Tenure of Shri Madhav Dhir as Whole-Time Director of the Company is going to expire from 1^st June, 2024, accordingly, Board of Directors of the Company has recommended the proposal of his appointment as Whole-Time Director of the Company, for approval of the members of the Company.

Tenure of Shri Deepak Mathur as Director (Technical) and occupier of the factory of the Company is going to expire from 18.02.2024, accordingly, Board of Directors of the Company has recommended the proposal of his appointment as Director (Technical) and occupier of the factory, for approval of the members of the Company.

The Company has received the declaration from all Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under the Companies Act, 2013 and SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.

6. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company in their meeting held on 9^th February, 2023 had carried out the annual evaluation of their own performance, the Individual Directors (Including the Independent and Non-Independent Directors) as well as of their committees. The evaluation was carried out based on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and all stakeholders etc.

The Independent Directors of the Company in their separate meeting held on 7^th February, 2023 reviewed the performance of the Non-Independent Directors and the Board as a whole. They also reviewed the performance of the Chairperson of the Company.

The Policy on performance evaluation of Independent Directors, Board of Directors, Committees and other individual Directors covered the role, rights, responsibilities of Independent Director and related matters are put up on the website of the Company at the link www.lordschloro.com.

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link www.lordschloro.com.

The following policies of the Company are attached herewith marked as Annexure A and B.

a) Policy for selection of Directors and determining Directors independence; and

b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S 186

The Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of loans granted, investments made and guarantees and securities provided, as applicable.

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY:

9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

The Company has not received any significant/material orders from the statutory regulatory bodies/courts/tribunals which affect the operations/status of the Company.

10. COST RECORDS

The Cost accounts and records as required to be maintained under Section 148 (1) of Act are duly made and maintained by the Company.

11. COST AUDITORS

The provisions of section 148 of the Companies Act, 2013, read with Rules 4 & 5 of the Companies (Cost Audit and Record) Rules, 2014, for maintenance of Cost Records, Cost Audit are applicable to the Company for the financial year 2023-24.

The Board of Directors of your Company at its meeting held on 9^th August, 2023, has on the recommendation of Audit Committee, had approved the appointment of M/s Goyal, Goyal & Associates, Cost Accountants as Cost Auditor of your Company to conduct the audit of cost records for the Financial Year 2023-24.

The remuneration proposed to be paid to the Cost Auditor subject to your ratification at the 44^th AGM will be Rs. 75,000/- (Rupees Seventy Five Thousand only) for the Financial Year 2023-24.

12. STATUTORY AUDITORS

At the 42^nd AGM of your Company, the members had approved the appointment of M/s Nemani Garg Agarwal & Co, Chartered Accountants (FRN-010192N) as Statutory Auditors of the Company, to hold office till the conclusion of 47^thAGM subject to ratification by the Members at every Annual General Meeting.

13. SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Companies Act, 2013 and rules made thereunder, the Board of Directors of the Company had appointed M/s SSPK & Co., Practicing Company Secretary, as Secretarial Auditors to conduct Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit Report for the financial year ended 31^st March, 2023 is annexed herewith as Annexure C to this Report.

14. SECRETARIAL AUDITORSâ OBSERVATIONS

The Company is required to transfer an amount of Rs. 11.64 lakhs to Investor Education and Protection Fund under the provisions of Section 125 of the Companies Act, 2013 and other applicable provisions. However, as per explanation received from management, this amount, due for transfer, pertains to period prior to period under review and delay is due to pending reconciliation of old records. Further, the Company is in the process of reconciliation of records and will deposit the amount with appropriate authorities during the financial year.

15. SAFETY, ENVIRONMENT PROTECTION & POLLUTION CONTROL

Your Company is focusing on continual improvement by adopting sustainable production practices by taking initiatives to reduce greenhouse gas emissions, energy consumption and water conservation.

Complete phase out of LSHS (Low Sulphur Heavy Stock) fuel is done and clean fuels such as hydrogen and LPG (Liquefied Petroleum Gas) are used for environment protection.

Two stage RO (Reverse Osmosis) system is installed for ETP (Effluent Treatment Plant) outlet for optimizing water conservation by reuse of treated effluent back in process. Digital meters and online monitoring systems on pezometers have contributed in analyzing and optimizing water management.

To enhance safety Nitrogen Injection Fire Protection System (NIFPS) is installed to prevent transformer tank fire during internal faults resulting from arc and also to prevent transformer/ reactor from external hazards.

Waste generation in form of brine sludge is reduced by having stringent permissible limits of impurities in super washed salt procured. This also results in reduced brine purification chemical consumption.

Online PTZ camera and monitoring analyzers are installed for continuous monitoring of stacks and effluent.

17. DIVIDEND AND TRANSFER TO RESERVE

During the Financial Year 2022-23, the Company has not declared any dividend and Rs.5,309.05 Lakhs has been transferred to General Reserve.

18. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGOING.

19. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an armâs length basis.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 in the prescribed Form AOC - 2 is annexed as Annexure E to this Report.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companyâs website at the link:www.lordschloro.com.

20. PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year:

Name of the Directors	Ratio to median remuneration	Remuneration in (Rs.)
Shri Ajay Virmani	148.41	4,90,12,103
Ms. Srishti Dhir	-	-
Shri Madhav Dhir	134.06	4,90,12,103
Shri Pawan Kumar Nayyar	-	-
Shri Rajbir Singh Makhni	-	-
Ms.Poonam Bisht	-	-
Shri Deepak Mathur	12.09	44,20,523
Shri Sandeep Singh	-	-
(b) The percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary in the financial year:
Name		% Increase
Shri Ajay Virmani		66.09%
Shri Madhav Dhir		1258.82%
Shri Deepak Mathur		20.68%
Shri Rajiv Kumar (Chief Financial Officer)		21.83%
Shri Nitesh Anand (Company Secretary)		7.50%

c) The percentage increase in the median remuneration of employees in the financial year:

The percentage increase in the median remuneration of employees in the financial year was 22.50%.

(d) the number of permanent employees on the rolls of company;

The number of permanent employees on the rolls of the company at the end of financial year were 200.

Average percentile increase in the salaries of employees other than the managerial personnel is 10.44%. Average percentile increase in the salaries of managerial personnel is 159.22%.

f) Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that the remuneration is as per the remuneration policy of the Company.

Pursuant to the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee except Managing Director and Whole Time Director, who is employed throughout the financial year, was in receipt of remuneration of Rs. 5.42 crores (Five crore and forty two lakh) and Rs. 4.90 crores (Four crore and Ninety lakh) or more per annum and no employee who is employed for a part of the financial year, was in receipt of remuneration Rs. 8.5 lakhs (eight lakhs fifty thousand) or more per month. Any member interested in obtaining the information of top-10 employee of the Company may write to the Company Secretary at the registered office or the corporate office of the Company.

21. ANNUAL RETURN

The Annual Return of the Company can be accessed on the website of the Company at following link https://www.lordschloro.com/pdfs/annual-return-2022-23. Pdf.

22. THE DETAIL OF APPLICATION MADE /PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review the Company has not made any application during the year and no proceeding is pending under Insolvency & Bankruptcy Code, 2016 (IBC) as at March 31, 2023.

23. 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

During the year under review the Company there has been no one-time settlement. Since there is no, One-Time Settlement, therefore there is no 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

24. PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

25. CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 read with Schedule V of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance and a Certificate from the Practicing Company Secretary confirming the compliance with conditions of corporate governance are appended herewith as Annexure F.

Further as per the above mentioned regulation and Schedule, the Report on Management Discussion & Analysis is also annexed herewith Annexure G to this Report.

A certificate from Managing Director and Chief Financial Officer of the Company in terms of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, inter-alia confirming the correctness of financial statements and cash flow statements, adequacy of internal control measures and reporting of matters was placed before the Audit Committee and Board.

26. RISK MANAGEMENT

The Company has constituted a Risk Management Committee which ensures that the Company has an appropriate and effective Enterprise Risk Management system with appropriate policies and processes which carries out risk assessment and ensures that risk mitigation plans are in place by validating the same at regular intervals.

Brief details about the Risk Management are provided in the Corporate Governance Report.

27. CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provision of Section 135 of the Companies Act, 2013 read with rules made thereunder, Company has constituted Corporate Social Responsibility Committee,

which framed a Board approved CSR Policy for the Company, same is available on Companyâs website www.lordschloro.com.

An annual report of CSR activity has been disclosed with this report as Annexure H.

28. MEETINGS OF THE BOARD

Seven (7) meetings of the Board of Directors were held during the year. For further details, please refer section of Report on Corporate Governance of this Annual Report.

29. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

This mechanism provides adequate safeguards against victimization of director(s)/ employee(s) and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.

The details of establishment of such mechanism disclosed at the website of the company www.lordschloro.com.

31. DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

Your Company has put in place adequate internal financial controls with reference to the financial statements, some of which are outlined below.

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards)Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 to the extent applicable. These are in accordance with generally accepted accounting principles in India.

The Management periodically reviews the financial performance of your Company against the approved plans across various parameters and takes necessary action, wherever necessary.

32. GENERAL

Your Directors state that during the year under review, there was no case reported pursuant to the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

33. DIRECTORSâ RESPONSIBILITY STATEMENT Your Directors state that:

a) in the preparation of the annual accounts for the year ended on March 31, 2023, the applicable Indian Accounting Standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the financial year ended on 31^stMarch, 2023 and of the profit incurred by the Company for the year ended on that date;

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

d) the Directors have prepared the annual accounts on a âgoing concernâ basis;

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

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

32. ACKNOWLEDGEMENT

The Directors would also like to thank to the Members, Customers, Dealers, Suppliers, Bankers, Financial Institutions, Government Authorities and all other business associates for continued support given by them to the Company and their confidence in its management.

Mar 31, 2018

BOARDâS REPORT TO

THE MEMBERS,

Your Directors are pleased to present the 39^th Annual Report together with the Audited Financial Statements of the Company for the Financial Year Ended on 31^st March, 2018

1. FINANCIAL PERFORMANCE

(Rs. in Lacs)

particulars	For the year ended on 31^stMarch, 2018	For the year ended on 31^stMarch, 2017
Sales (Net of excise duty)	16,594.74	12,115.87
Other Income	49.95	36.71
Operating Profit / (Loss) before Interest and Depreciation	2,096.86	1,310.02
Interest/ Finance Cost	226.10	201.65
Depreciation	409.56	437.04
Exceptional Items - (Gain)/ Loss	-	(119.10)
Profit/(loss) before tax	1,461.20	790.43
Tax expense	(613.95)	(431.77)
Net Profit / (Loss)	847.25	358.66
Other Comprehensive Income (Net of Tax)	(31.58)	11.13
Total Comprehensive Income	815.67	369.79

During the year the Company has achieved the revenue of Rs. 16,594.74 lacs with the increase of 36.97% as compared to previous year. Profit after tax is Rs. 847.25 lakhs with increase of 136.21% as compared to previous year.

2. PERFORMANCE AND STATE OF COMPANY AFFAIRS

As promised last year, Your Company has increased its production capacity to 207 TPD and plans to increase the same substantially to 275 TPD in near future. Further, your Company has plans to replace old forced circulation technology ASAHI Electrolysis with NCZ technology Electrolysis for making the entire production process energy efficient and to be competent in the market. Company is also working on few new products for captive consumption of Chlorine.

3. MARKETING

Demand for Caustic Soda in India was around 4.20 million TPA approx. in 2017-18. Further, Caustic Soda imports decreased by margin of 4 % approx. in comparison to 2016-17 resulting in better capacity utilization for domestic industry.

Your directors are pleased to inform you that the CIF price for caustic import has also jumped to $590 per MT which indicates demand has increased across the sectors around the world. Reduced capacity utilization at plants in coastal region of China due to environmental reasons and Chlorine and Caustic price recovery in last quarter of 2017-18 had positive effect on prices of caustic soda and chlorine resulting in better profitability for the Company.

The Indian economy is growing at a healthy rate of around 7% and the pace may quicken up due to better business climate foreseen due to GST and other measures taken by the Government.

4. FUTURE OUTLOOK

The economic parameters for the industry are looking good in the future with the government giving a big push to infrastructure and make in India. Caustic and Chlorine, the products of the Company, are closely linked with the growth of the economy.

Company has expanded its capacity by installing additional latest technology production facilities of 70 TPD. This resulted in the installed capacity of the Company increased to 207 TPD and products are sold comfortably. The Company is also planning to start project to make derivatives of Chlorine in the near future to create more value addition and in house consumption of Chlorine.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(AGM) and being eligible has offered himself for reappointment. Appropriate resolution for his re-appointment is being placed for your approval at the ensuing AGM. The brief resume of Director and other related information has been detailed in the notice convening the 39^th AGM of your Company. Your Directors recommend his re-appointment as a Non-Executive Director of the Company.

During the year under review, Board of Directors, on the recommendation of the Nomination & Remuneration Committee and the Audit Committee, had approved in their meeting held on 13^th February, 2018 the re-appointment of Shri Deepak Mathur subject to approval of members by special resolution at the ensuing Annual General Meeting as Whole Time Director of the Company for a period of 3 (three) years w.e.f. 19^th February, 2018.

The present term of Shri Ajay Virmani, Managing Director of the Company going to expire w.e.f. 11 ^thJuly, 2018, On the recommendation of the Nomination & Remuneration Committee and the Audit Committee, the Board in its meeting held on 16^th May, 2018 subject to the approval of members by special resolution at the ensuing Annual General Meeting, has re-appointed Shri Ajay Virmani as Managing Director of the Company for a term of 3 (three) years w.e.f. 12^th July, 2018.

During the year under review Shri Rohit Verma has been appointed as a Company Secretary w.e.f. 29^th May, 2017 of the Company and further, he has tendered his resignation from the post of Company Secretary w.e.f. 31^st August, 2017. Shri Dipendra Chaudhary had joined the Company as a Company Secretary of the Company w.e.f. 27^thFebruary, 2018.

The Company has received the declaration from all Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company in their meeting held on 13^th February, 2018 had carried out the annual evaluation of its own performance, the Individual Directors (Including the Independent and Non Independent Directors) as well as of its Committees. The structured questionnaires were circulated to all the Directors, requesting them to fill and return the duly filled questionnaires to the Company giving their views for evaluation of the self & the peers. The feedback received from the Directors had been compiled and the outcome has been summarized.

The Independent Directors of the Company in their separate meeting held on 13^th February, 2018 reviewed the performance of the Non-Independent Directors and the Board as a whole. They also reviewed the performance of the Chairperson of the Company.

The Policy on performance evaluation of Independent Directors, Board of Directors, Committees and other individual Directors covered the role, rights, responsibilities of Independent Director and related matters are put up on the website of the Company at the link www.lordschloro.com.

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link www. lordschloro.com.

The following policies of the Company are attached herewith marked as Annexure A and B.

a) Policy for selection of Directors and determining Directors independence; and

b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S 186

During the year, there was no loan given, investment made, guarantees given or securities provided by the Company.

7. MATERIAL CHANGES AND COMMITMENTS, IF ANY:

8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

The Company has not received any significant/material orders from the statutory regulatory bodies/courts/tribunals which affect the operations/status of the Company.

9. STATUTORY AUDITORS

At the 37^th AGM of your Company, the members had approved the appointment of M/s Gupta Vigg & Co., Chartered Accountants as Statutory Auditors of the

Company, to hold office till the conclusion of 42^nd AGM subject to rectification by the Members at every Annual General Meeting.

The Board of Directors of your Company at their meeting held on 16^th May, 2018, have on the recommendation of Audit Committee and subject to the approval of members, ratify the appointment of M/s Gupta Vigg & Co., Chartered Accountants as Statutory Auditors for the Financial Year 2018-19

i.e. from conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting.

10. COST AUDITORS

The provisions of section 148 of the Companies Act, 2013, read with Rules 4 & 5 of the Companies (Cost Audit and Record) Rules, 2014, for maintenance of Cost Records, Cost Audit are applicable to the Company for the financial year 2018-19.

The Board of Directors of your Company at its meeting held on 16^th May, 2018, has on the recommendation of Audit Committee, had approved the appointment of M/s Goyal, Goyal & Associates, Cost Accountant as Cost Auditor of your Company to conduct the audit of cost records for the Financial Year 2018-19. The remuneration proposed to be paid to the Cost Auditor subject to your ratification at the 39^th AGM will be Rs. 50,000/- (Rupees Fifty Thousand Only) for the Financial Year 2018-19.

11. SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Companies Act, 2013 and rules made thereunder, the Board of Directors of the Company had appointed Shri Sanjeev Pandey, Partner of M/s SSPK & Co., Practicing Company Secretary, as Secretarial Auditors to conduct Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit Report for the financial year ended 31^stMarch, 2018 is annexed herewith marked as Annexure C to this Report.

12. AUDITORSâ OBSERVATIONS

In reference to the Comments mentioned in the Statutory Auditors Report for the year 2017-18, we wish to submit the following:

(i) Company has not received all the records from old management. We are in the process of reconciliation the records. We shall deposit the whole amount in the Investor Education and Protection Fund (IEPF) as soon as records are reconciled.

During the year under review no fraud was reported by the statutory auditor of the company under section 143(12) of the Companies Act, 2013.

13. SAFETY, ENVIRONMENT PROTECTION & POLLUTION CONTROL

Your Company is continuously making endeavors to have safe operations by training and conducting various safety mock drills/ safety audits.

Your Company has recently commissioned a water recycling/ purifier plant which has helped to bring down the dosing of chemicals and has also improved the process. We are also implementing a water harvesting system to stop wastage of rain water. This is in line with the Company''s policy to safeguard the environment in and outside the factory.

14. DIVIDEND AND TRANSFER TO RESERVE

During the year, the Company has earned a profit of Rs. 815.67 Lacs, however keeping in view the future needs, expansion plans and other fund requirements, your Board of Directors did not recommend any dividend for the financial year 2017-18 and Rs. 815.67 Lacs has been transferred to General Reserve.

15. ENERGY CONSERVATION, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGOING.

16. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 in the prescribed Form AOC - 2 is annexed as Annexure E to this Report.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link: www.lordschloro.com.

17. particulars OF employees & RELATED DISCLOSURES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

(a) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year:

Name of the Directors	Ratio to median remuneration	Remuneration in Rs.
Shri Rakesh Ahuja	-	-
Shri Madhav Dhir	8.81	24,07,000
Shri Yuvraj Ahuja	-	-
Shri Ajay Virmani	22.38	61,13,500
Shri Pawan Kumar Nayyar	-	-
Shri Sandeep Chaudhari	-	-
Shri Chandra Shaker Pathak	-	-
Shri Rajbir Singh Makhni	-	-
Smt. Poonam Rawat	-	-
Shri Shiv Dutt Sharma	-	-
Shri Deepak Mathur	10.64	29,04,817

(b) The percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary in the financial year:

Name	% Increase
Shri Ajay Virmani	8.96
Shri Madhav dhir	-
Shri Deepak Mathur	11.67
Shri Rajiv Kumar	10.99
(Chief Financial Officer)
Shri Dipendra Chaudhary*	-
(Company Secretary)

* Shri Dipendra Chaudhary has joined the Company w.e.f. 27^th February, 2018, hence increase in percentage with previous year is not possible.

The percentage increase in the median remuneration of employees in the financial year was 17.82%.

(d) the number of permanent employees on the rolls of Company;

The number of permanent employees on the rolls of the company at the end of financial year were 177.

(e) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in

the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

Average percentile increase in the salaries of employees other than the managerial personnel is 12.13%. Average percentile increase in the salaries of managerial personnel is 9.15%.

(f) Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that the remuneration is as per the remuneration policy of the Company.

Pursuant to the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee who is employed throughout the financial year, was in receipt of remuneration of Rs. 1.02 crores (one crore and two lacs) or more per annum and no employee who is employed for a part of the financial year, was in receipt of remuneration Rs. 8.5 lacs (eight lacs fifty thousand) or more per month. Any member interested in obtaining the information of top-10 employee of the Company may write to the Company Secretary at the registered office or the corporate office of the Company.

18. ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure F to this Report.

19. PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

20. CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance and a Certificate from the Practicing Company Secretary confirming the compliance with conditions of corporate governance are appended herewith.

Further as per the above mentioned regulation and Schedule, the Report on Management Discussion & Analysis is also annexed herewith to this Report.

A certificate from Managing Director and Chief Financial Officer of the Company in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, inter alia confirming the correctness of financial statements and cash flow statements, adequacy of internal control measures and reporting of matters was placed before the Audit Committee and Board.

21. RISK MANAGEMENT

The Company has constituted a Risk Management Committee which ensures that the Company has an appropriate and effective Enterprise Risk Management system with appropriate policies and processes which carries out risk assessment and ensures that risk mitigation plans are in place by validating the same at regular intervals.

Brief details about the Risk Management are provided in the Corporate Governance Report.

22. CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provision of Section 135 of the Companies Act, 2013 read with rules made thereunder, Company has constituted Corporate Social Responsibility Committee, which framed a Board approved CSR Policy for the Company, same is available on Company''s website www.lordschloro.com.

An annual report of CSR activity has been disclosed with this report as Annexure G.

23. MEETINGS OF THE BOARD

Four meetings of the Board of Directors were held during the year. For further details, please refer section of Report on Corporate Governance of this Annual Report.

24. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company established a vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the company''s Code of Conduct or ethics policy.

This mechanism provides adequate safeguards against victimization of director(s) / employee(s) and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.

The details of establishment of such mechanism disclosed at the website of the company www.lordschloro.com.

25. DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

Your Company has put in place adequate internal financial controls with reference to the financial statements, some of which are out lined below.

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and other relevant provisions of the Companies Act, 1956, to the extent applicable. These are in accordance with generally accepted accounting principles in India.

The Management periodically reviews the financial performance of your Company against the approved plans across various parameters and takes necessary action, wherever necessary.

26. GENERAL

Your Directors state that during the year under review, there was no case reported pursuant to the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

27. DIRECTORSâ RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year ended on 31^st March,

2018, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the financial year ended on 31^st March, 2018 and of the profit of the Company for the year ended on that date;

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

d) the Directors have prepared the annual accounts on a âgoing concernâ basis;

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

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

28. ACKNOWLEDGEMENT

Your Directors wish to convey their deep appreciation to all the Company''s employees/workers for their dedication and hard work as well as their collective contribution to the Company''s performance.

The Directors would also like to thanks to the Members, Customers, Dealers, Suppliers, Bankers, Financial Institutions, Government Authorities and all other business associates for continued support given by them to the Company and their confidence in its management.

For and on behalf of the Board of Directors

Lords Chloro Alkali Limited

place : New Delhi Ajay Virmani Yuvraj Ahuja Madhav Dhir

Date : 16^th May, 2018 Managing Director Whole Time

Director Director

DIN:00758726 DIN: 00164675 DIN:07227587

Mar 31, 2016

The Directors are pleased to present the 37^th Annual Report together with the Audited Financial Statement of the Company for the financial year ended on 31^st March, 2016.

1. FINANCIAL PERFORMANCE

(Rs. in Lakhs)

Particulars	For the year ended on 31^st March, 2016	For the year ended on 31^st March, 2015
Sales	9443.41	904.94
Other Income	405.24	98.75
Operating Profit / (Loss) before Interest and Depreciation	1376.64	(237.65)
Interest/ Finance Cost	153.35	23.37
Depreciation	275.28	119.85
Exceptional Items - Gain/ (Loss)	(2.40)	-
Profit/(loss) before tax	945.61	(380.87)
Provision for deferred tax assets (liability)	(196.20)	313.41
Net Profit / (Loss)	749.41	(67.46)

2. PERFORMANCE AND STATE OF COMPANY AFFAIRS

Your Company has increased its production capacity to 144 TPD and plans to increase the same substantially to 207 TPD in near future. Further, your Company has also carried out major revamp of the ASHAI and UHDE plant for making the entire production process energy efficient.

3. MARKETING

The domestic demand for Caustic Soda in 2015-16 is around 3.7 million TPA. The industry is expected to have capacity addition of approx. 1068.8 KT in 2016-17. The growth in demand for Caustic Soda is linked to GDP growth and the Indian Economy is expected to grow at a healthy rate of approx. 8% in 2016-17. Further, Caustic Soda Imports spurted with growth rate of 24% during last 5 years.

The primary growth drivers for Caustic Soda are Alumina, Textiles/ Viscose Fiber, Soaps & Detergents and Pulp & Paper to be used in Electrical power transmission, cables, housing, cans packaging, auto air conditioning etc. There is excellent growth prospects of Alumina @ 6%, generating additional

0.7-0.8 million tons Caustic demand.

4 FUTURE OUTLOOK

The Chlor Alkali sector is showing continuously positive indication after few years. Since, caustic soda serves as a major raw material in the refining process of alumina, growth in the alumina industry is expected to propel the demand for caustic soda in the coming years, thus benefiting the market for chlor alkali chemicals market in the long run.

The Company has already started Caustic Soda production of 144 TPD and shall subsequently targeting the total installed capacity of 334 TPD by revamping the remaining facilities in the coming years. For this purpose the Company will meet out the funds requirement through internal resources viz-a-viz accruals / profits and balance sourcing from bank loan.

As a first step your Company is setting up brand new plant having capacity of 70TPD in its endeavor to increase the production to the optimum level.

Further, in the Union Budget 2016-17, basic custom duties (BCD) on electrolysers, membranes, and their parts required by caustic soda/ potash units using membrane cell technology has been reduced from 2.5% to Nil. It will help the industry to reduce the cost of capacity expansion.

5. DIRECTORS AND Key MANAGERIAL PERSONNEL

Pursuant to the provisions of the Section 152 of Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company, Shri Yuvraj Ahuja, Non-Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible has offered himself for reappointment. Appropriate resolution for his re-appointment is being placed for your approval at the ensuing AGM. The brief resume of Director and other related information has been detailed in the notice convening the 37^th AGM of your Company. Your Directors recommend his re-appointment as Non-Executive Director of the Company.

The Independent Directors of your Company hold office up to 29^th September, 2017 and are not liable to retire by rotation.

During the year under review, members approved the re-appointment of Shri Alok Dhir as Non-Executive Director in the AGM held on 30^th September, 2015. However, Shri Alok Dhir, Director of the Company, resigned w.e.f. 9^th November, 2015 & on the same date Shri Madhav Dhir was appointed as an Additional Director in the capacity of Non-Executive Director on the Board of the Company and was further appointed/ re-designated as Whole Time Director of the Company w.e.f. 1^st June, 2016 for a period of three years.

The Company has received the declaration from all Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees of Board and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors.

The Company has considered the Policy for performance evaluation of Independent Directors, Board of Directors, Committees and other individual Directors, and accordingly the process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

The Policy on performance evaluation of Independent Directors, Board of Directors, Committees and other individual Directors covered the role, rights, responsibilities of Independent Director and related matters are put up on the website of the Company at the link www.lordschloro.com.

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link www.lordschloro.com.

The following policies of the Company are attached herewith marked as Annexure A and B.

a) Policy for selection of Directors and determining Directors independence:

b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

6. statutory auditors

At the 36^th AGM of your Company, the members had approved the appointment of M/s Gupta Vigg & Co., Chartered Accountants as Statutory Auditors of the Company, to hold office till the conclusion of 37^th AGM.

The Board of Directors of your Company at its meeting held on 27^th May, 2016, have on the recommendation of Audit Committee and subject to the approval of members, approved the appointment of M/s Gupta Vigg & Co., Chartered Accountants as Statutory Auditors for five consecutive years to hold the office from conclusion of this Annual General Meeting till the conclusion of Annual General Meeting to be held in the year 2021, subject to ratification by members at every Annual General Meeting.

7. cost auditors

The provisions of section 148 of the Companies Act, 2013 read with Rule 4 &

5 of the Companies (Cost Audit and Record) Rules, 2014, for maintenance of

Cost Records, Cost Audit was not applicable to the Company for the financial year 2015-16.

The Board of Directors of your Company at its meeting held on 27^th May, 2016, has on the recommendation of Audit Committee, had approved the appointment of M/s Goyal, Goyal & Associates, Cost Accountant as Cost Auditors of your Company to conduct the audit of cost records for the Financial Year 2016-17. The remuneration proposed to be paid to the Cost Auditor subject to your ratification at the 37^th AGM will be Rs. 25,000 (Rupees Twenty Five Thousand) for the year Financial Year 2016-17.

8. SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Companies Act, 2013 and rules made there under, the Board of Directors of the Company had appointed Shri Sundeep Kumar Parashar, proprietor of M/s SKP & Co., Practicing Company Secretary, to conduct Secretarial Audit of the Company for the financial year 2015-16. The Secretarial Audit Report for the financial year ended 31^st March, 2016 is annexed herewith marked as Annexure C to this Report.

The Board of Directors of your Company at its meeting held on 27^th May, 2016, has approved the appointment of Shri Sundeep Kumar Parashar, proprietor of M/s SKP & Co., Practicing Company Secretary, to conduct Secretarial Audit of the Company for the financial year 2016-17.

9. AUDITORSâ OBSERVATIONS

In reference to the Comments mentioned in the Statutory Auditors Report

& Secretarial Audit Report for the year 2015-16, we wish to submit the following:

(i) All the liabilities of the Company had been restructured in 2006 as per the provisions of the rehabilitation scheme. While the Company has received confirmation letters from various parties, however, we are still waiting confirmation from some of the parties, therefore some balances could not be ascertained.

(ii) Company has not received all the records from old management. We are in the process of reconciliation the records. We shall deposit the whole amount in the Investor Education and Protection Fund (IEPF) as soon as records are reconciled.

During the year under review, no fraud was reported by the Statutory Auditors of the Company under section 143(12) of the Companies Act, 2013.

10. SAFETY, ENVIRONMENT PROTECTION & POLLUTION CONTROL

Your Company is continuously making endeavors to have safe operations by training and conducting various safety mock drills/ safety audits.

11. DiViDEND AND TRANSFER To RESERVE

During the year, the Company has earned a profit of Rs. 749.41 Lakhs, however, keeping in view the future needs, expansion plans and other fund requirements, your Board of Directors did not recommend any dividend for the financial year 2015-16 and Rs. 749.41 Lakhs has been transferred to General Reserve.

12. PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES

The Industrial Relations scenario continued to be cordial. The Company regards its employees as a great asset and accords high priority to training and development of employees. Number of employees as on 31^st March, 2016 was 332.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Reports and Accounts are being sent to all members of the Company excluding the information required in accordance with the Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any member interested in obtaining such information may write to the Chief Financial Officer at the registered office or the corporate office of the Company.

Disclosures pertaining to remuneration and other details of Directors and KMPs are provided in the Extract of Annual Return annexed herewith marked as Annexure E to this Report.

13. DIRECTORSâ RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year ended 31^st March, 2016, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the financial year ended on 31^st March, 2016 and of the profit of the Company for the year ended on that date;

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

d) the Directors have prepared the annual accounts on a âgoing concern'' basis;

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

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

14. energy conservation, technology absorption, foreign exchange earnings and outgoing.

15. extract of annual return

Extract of Annual Return of the Company is annexed herewith marked as Annexure E to this Report.

16. PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

17. corporate governance report

Further as per the above mentioned regulation and Schedule, the Report on Management Discussion & Analysis is also annexed herewith to this Report.

A certificate from Managing Director and Chief Financial Officer of the Company in terms of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, inter alia confirming the correctness of financial statements and cash flow statements, adequacy of internal control measures and reporting of matters was placed before the audit committee and the Board.

18. RISK MANAGEMENT

The Company has constituted a Risk Management Committee which ensures that the Company has an appropriate and effective Enterprise Risk Management system with appropriate policies and processes which carries out risk assessment and ensures that risk mitigation plans are in place by validating the same at regular intervals.

Brief details about the policy are provided in the Corporate Governance Report.

19. MEETINGS OF THE BOARD

Seven meetings of the Board of Directors were held during the year. For further details, please refer section of Report on Corporate Governance of this Annual Report.

20. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

During the year, there was no loan given, investment made, guarantees given or securities provided by the Company.

21. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with applicable laws and as per the policy of the Company on Materiality of Related Party Transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link: http://www.lordschloro.com.

Your Directors draw attention of the members to Note 30 to the financial statement which sets out related party disclosures.

22. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company established a vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy.

This mechanism provides adequate safeguards against victimization of director(s) / employee(s) and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.

The details of establishment of such mechanism disclosed at the website of the Company www.lordschloro.com.

23. DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

Your Company has put in place adequate internal financial controls with reference to the financial statements, some of which are outlined below.

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and other relevant provisions of the Companies Act, 1956, to the extent applicable. These are in accordance with generally accepted accounting principles in India.

The Management periodically reviews the financial performance of your Company against the approved plans across various parameters and takes necessary action, wherever necessary.

24. GENERAL

Your Directors state that during the year under review, there was no case reported pursuant to the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

25. ACKNOWLEDGEMENT

For and on behalf of the Board of Directors

Lords Chloro Alkali Limited

Place : New Delhi (Ajay Virmani) (Yuvraj Ahuja) (Madhav Dhir)

Date :27^th May2016 Mg. Director Director Director

Mar 31, 2014

Dear members,

The Directors are pleased to present the 35th Annual Report together with the Audited Accounts of the Company for the financial year ended on 31st March, 2014.

1. FINANCIAL RESULTS

(Rs. in Lac)

Particulars 2013-14 2012-13

Sales NIL NIL

Other Income 41.12 400.82

Operating Profit/(Loss) (232.13) 66.18 before Interest Depreciation & Exceptional Items

Interest 0.33 15.13

Depreciation 233.12 417.37

Net Profit/(Loss) (422.42) (322.88)

2. PERFORMANCE

During the year plant was closed, as the major equipments of the plant require revamp. The life of Anodes, Cathodes and Membranes has got exhausted and these require replacement. The company has executed an order with M/s. Asahi Kasei Chemicals Corporation, Japan for supply of membrane, anode, cathode etc. The delivery for these items has been started and supply of all parts will be completed shortly so that the plant can be restarted shortly.

3. MARKETING

The production of caustic soda during the year 2013-14 in India was approx 26.18 Lakh MT against 25.40 lakh MT during the year 2012-13. The installed capacity of Caustic soda has also increased by 5.6 per cent from to 33.09 -14 from 31.34 during the last financial year 2012-13.

The installed capacity utilization rate of domestic caustic soda players is 79.1 percent during the period 2013-14. The domestic demand for Caustic Soda has increased by 5 percent to 2952.2 Lakh MT during the year 2013-14 from 2813.6 Lakh MT as compared to 2012-13. The capacity utilization of Indian caustic soda industry is also expected to rise to 92 percent from 81 per cent in the next four-five year as per Crisil report 2014.

The domestic demand for caustic soda is expected to increase by 6-7% CAGR over 2014-15 to 2018-19. The demand from primary drivers ie. Alumina is likely to increase at a pace of 12-13 per cent CAGR. Further Soap, detergent and paper industries are expected to increase by and 5-6 per cent CAGR. The above said segments contribute 42 per cent of the total demand in the country.

Further rise in utilization rate shall be capped as the growth in demand for chlorine will be lower at 5-6 percent CAGR viz-a-viz the 6-7 percent CAGR rise in caustic soda demand as per Crisil report 2014.

CRISIL also forecast that Caustic Soda demand shall continue to grow at healthy pace up to 2018-19.

4. FUTURE OUTLOOK

The manufacturing sector is showing positive signs of revival after few years. The production of Aluminum, paper, Soap and detergents, textiles will get a boost resulting in higher demand for our products.

The company has already undertaken the revamping and refurbishing of the existing Caustic soda facilities of 107 TPD and shall subsequently achieving the total installed capacity of 334 TPD by revamping the balance facilities.. For this purpose the company will meet out the funds requirement from investment through promoters contribution, internal accruals and sourcing from banks and financial institutions after streamlining of 107 TPD Caustic Soda Plant.

Further, the company is also focused on forward integration in the field of Chlorine by manufacturing of value added chlorine derivatives at a later stage. These measures are expected to bring in added advantage and competitive act as a cushion against demand-price fluctuations in the market.

5. DIRECTORS

In accordance with the provisions of the New Companies Act, 2013, Shri Rakesh Ahuja, is retire by rotation at the ensuing Annual General Meeting and received the eligible offer from himself for re-appointment.

The Company has received requisite notices in writing from members proposing Shri Pawan Kumar Nayyar, Shri Rajbir Singh Makhni, Shri Sandeep Chaudhari, Shri Chandra Shakher Pathak, Mrs. Poonam Rawat and Shri Shiv Dutt Sharma as an Independent Directors.

6. AUDITOR''S OBSERVATION

In reference to the Comments mentioned in the the Auditors Report for the year 2013-14, we wish to submit the following:

(i) Company was a Sick Industrial Company and Hon''ble BIFR has sanctioned a scheme on 30th Nov. 2006. Subsequently the scheme was successfully implemented and the company has revived. The BIFR accordingly has deregistered the company from its purview in March 2010. All the liabilities have been restructured as per the provisions of the rehabilitation scheme. Company has received confirmation letters from various parties, however we are still waiting confirmation from some of the parties, therefore some balances could not be ascertained.

(ii) Company has not received all the records from old Management. We are in the process of reconciliation the records. We shall deposit the whole amount in the Investor Education and Protection Fund (lEPF) as soon as records are reconciled.

7. AUDITORS

M/s. Gupta Vigg & Co., Chartered Accountants, Auditors of the Company, hold office until the conclusion of ensuing Annual General Meeting and are recommended for re-appointment. Certificate from the Auditors have been received to the effect that their re-appointment, if made, would be within the limits prescribed under section 141 of the Companies Act, 2013.

8. COST AUDITORS

In accordance with section 148 of the Companies Act, 2013, and subject to approval of the Central Government, the Company has reappointed M/s. Goyal, Goyal & Associates, Cost Accountants, New Delhi, as Cost Auditors to conduct the cost audit of the accounts relating to its products for the financial year 2014-15. The Company has submitted the necessary e forms/documents with the MCA for obtaining the approval from the Central Government.

9. SAFETY, ENVIRONMENT PROTECTION & POLLUTION CONTROL

The Company is implementing new membrane water purifier plant, which will result in recycling of and which will also bring down the dosing of chemicals resulting good environment practice.

10. PARTICULARS OF EMPLOYEES

Information as required under section 217(2A) of the Companies Act, 1956, read with Companies (particulars of employees) Rules, 1975 as amended. There is no employee covered under the above section.

11. INDUSTRIAL RELATIONS

Cordial Industrial relations and improvement in productivity were maintained at the Company''s Plant and Office and your management appreciates the support of employees/ workers at all levels for their dedicated services to achieve the performance.

12. DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors wish to inform that the audited accounts containing financial statement for the financial year 31st March, 2014 are in full conformity with the requirement of the Companies Act, 1956.

Directors believe that the financial statements reflect fairly, the forms and substance of the transactions carried out during the year and reasonably present the Company''s financial condition and result of operations.

Pursuant to Section 217(2AA) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000 the directors of the Company declare as under:

(i) that in the preparation of the Annual Accounts, the applicable Accounting Standard have been followed along with proper explanation relating to material departures.

(ii) that 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 loss of the Company for that period.

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) that the directors had prepared the annual accounts on a going concern basis.

13. corporate governance report

A Report on Corporate Governance forms part of this Report. The Management Discussion & Analysis Report and the Certificate from the Practicing Company Secretary confirming the compliance with Clause 49 of the Listing Agreement relating to Corporate Governance is also annexed to the Report.

In compliance with the requirement of clause 49 (V), a certificate from Managing Director and CFO was placed before the Board.

14. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGOING.

In compliance with provisions of clause (e) of sub-section (1) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 the statements giving the required information relating to energy conservation, technology absorption, foreign exchange earnings and outgoings are annexed hereto.

15. FIXED DEPOSIT

During the year under review, the Company did not raise funds by the way of fixed deposits and no such amount of principle or interest was outstanding as on the date of balance sheet.

16. acknowledgement

Your Directors wish to convey their deep appreciation to all the company''s employees/workers for their dedication and hard work as well as their collective contribution to the Company''s performance.

The Directors would also like to thanks to the Shareholders, Customers, Dealers, Suppliers, Bankers, Financial Institutions, Government Authorities and all other business associates for continued support given by them to the Company and their confidence in its management.

For and on behalf of the Board FOR LORDS CHLORO ALKALI LTD

(Ajay Virmani) (Alok Dhir) (Rakesh Ahuja) Mg. Director Director Director

Place : New Delhi Date : 30-05-2014

Mar 31, 2011

The Directors are pleased to present the 32nd Annual Report together with the Audited Accounts of the Company for the financial year ended on 31st March, 2011.

1. FINANCIAL RESULTS

The comparative financial results of the company are given below:

(Rs. in lac)

Particulars 2010-11 2009-10

Sales 13264.34 11428.60

Other Income 233.00 994.42

Operating Profit / (Loss) before Interest, 836.79 518.79 Depreciation & Exceptional Items

Interest 53.99 14.27

Depreciation 491.11 521.67

Net Profit/(Loss) 139.46 (10.70)

2. PERFORMANCE

Your Company has achieved the Gross Turnover of Rs. 13264 lack during the year 2010-11 as compare to Rs. 11429 lack (previous year) an increase of 16%.

The Company has restarted manufacturing TriChloro Ethylene (TCE) and sold 1230 MT of TCE during the year, which contributes to turnover of Rs. 968 Lac.

The sale of Hydrogen Gas has also increased to 93 MT from 58 MT as compared to last year, which contributes to additional revenue of Rs.31 lac.

The Company has taken steps for revamping and refurbishing the plant for increasing efficiency and Capacity, resulting in reduction of Cost of Production and increase the profitability.

3. ACHIEVEMENTS, AWARDS AND APPRICIATIONS

Persons coming forward with schemes and suggestions to reduce pollution levels, increase efficiencies of different equipments, are being appreciated and suitably rewarded.

4. RESUMPTION OF TRADING OF EQUITY SHARES AT BSE

Your directors are pleased to inform that Bombay Stock Exchange vide its notice dated 29th March 2010, has revoked the suspension of Trading of equity Shares of the company w.e.f 5th April 2010. The trading of Shares resumed in Category.

5. Marketing

The Company is engaged in the manufacture and sale of Caustic Soda and its related products viz. Chlorine, Hydrochloric Acid, Calcium Hypo Chloride, Hydrogen Gas, Stable Bleaching Powder (SBP) and Trichloro Ethyline (TCE).

Your Company is supplying Caustic Soda Lye and Chlorine to various companies in the organized sectors i.e. M/s. Hindustan Unilever Ltd. (HUL), M/s. Godrej Consumer Products Ltd., M/s. SRF Ltd. (SRF). During the year, the Company has added the new customers - M/s. Indian Oil Corporation.

In view of product mix, we are able to drive the benefit of better Chlorine realization by increasing the production of Stable Bleaching Powder and Trichloroethylene as and when the Chlorine realization is lower, thereby maximizing Company ECU realizations.

During the year, the Company has reported the total sales of products of Rs. 13264.34 lack in comparison to previous year Rs. 11428.60 lac.

6. EXPANSION PROJECT

We are pleased to inform that your company has re-started the production of TriChloro Ethylene (TCE) in the month of June 2010 and are in the process to increase the capacity by installing 3rd Reactor. Thereafter, the total capacity of TCE will be increased to 300 MT per month.

The Company is in process of refurbishing and revamping of existing Caustic Soda Capacity of 227 TPD and thereafter, the remaining capacity of 110 TPD of Caustic Soda will be commissioned during the year, for which your company is approaching to the bankers for Term Loan Assistance.

The Company is proposing to invest in Sodium Hypo Plant for better and comprehensive treatment of Waste Chlorine.

7. FUTURE OUTLOOK

The Company is continuing its endeavour to reduce its costs and utilizing the existing installed capacity of Caustic Soda, Stable Bleaching Powder (SBP), TriChloro Ethylene (TCE) etc.

The Company is making investment through own funds, unsecured loan and term loan to refurbish the existing plant and stabilize the production at 225 TPD in near future. After refurbishing, the break downs will reduce, resulting in cost savings and enhancement of profitability.

The Company has restarted the production of TriChloro Ethylene (TCE) which will be increased to 300 MT per month in the near future.

The Company is in the process of stabilizing the production of Caustic Soda and Stable Bleaching Powder and the actual production is expected to be increased to 60,000 MT and 8,000 MT respectively in 2011-12.

To reduce the power and fuel cost further, your Company is entering into a Power Trading Agreement.

The Company is proposing to invest for installing Sodium Hypo Plant for better treatment and comprehensive treatment of Waste Chlorine.

In the last five years, the Company has maintained cordial relationship with its workforce and taken initiatives to boost the morale and team spirits. The Company has been able to effectively manage its workforce, both own and contractual, to obtain amongst the highest efficiencies. The Company is continuing its endeavour to establish harmonious relations with its team to achieve the performance.

8. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri Sandeep Chowdhary & Shri Pawan Kumar Nayyar retire by rotation at the ensuing Annual General Meeting and being eligible offered themselves for re-appointment.

Shri Jeevesh Kumar was appointed as an additional director on the Board and appointed as Director (Corporate Strategy) w.e.f. 30.07.2010.

Shri S.M Sharma, Director of the Company has resigned from the Board w.e.f. 29.10.2010, Board of Directors placed their appreciation on the record for the services and guidance rendered by him to the company during his tenure as the Director of the Company.

9. AUDITORS' OBSERVATIONS

In reference to the Comments mentioned in the para 4(I) and (II) of the Auditors Report for the year 2010-11, we wish to submit the following:

(I) Company was a sick Industrial company and Hon'ble BIFR has sanctioned a scheme on 30th Nov. 2006 .Subsequently the scheme was successfully implemented and the company has revived. The BIFR accordingly has deregistered the company from its purview in March 2010. All the liabilities have been restructured as per the provisions of the rehabilitation scheme. Company has received confirmation letters from various parties, however we are still waiting confirmation from some of the parties, therefore some balances could not be ascertained.

(II) Company has not received all the records from old Management. We are in the process of reconciliation the records. We shall deposit the whole amount in the Investor Education and Protection Fund (IEPF) as soon as records are reconciled.

10. AUDITORS

M/s. Alag Kumar & Associates, Chartered Accountants, Auditors of the Company, hold office until the conclusion of ensuing Annual General Meeting and are recommended for re-appointment. Certificate from the Auditors have been received to the effect that their re-appointment, if made, would be within the limits prescribed under section 224(1B) of the Companies Act, 1956.

11. COST AUDITORS

In accordance with section 233B of the Companies Act, 1956, and subject to approval of the Central Government, the Company has reappointed M/s. Goyal, Goyal & Associates, Cost Accountants, New Delhi, as Cost Auditors to conduct the cost audit of the accounts relating to its products for the financial year 2011-12. The Company has obtained the approval for the same from the Central Government.

12. SAFETY, ENVIRONMETN PROTECTION & POLLUTION CONTROL

The Company continues to give priority to safety and pollution control measures. It has been strictly following the requisite guidelines as received from the Pollution Control Board.

Pollution Control being one of the important point in our quality policy. We are putting maximum efforts and taking utmost care to ensure that surrounding environment is not getting polluted during the process of manufacturing our main and by-products.

Few other efforts being put areas under:

On the awareness front, employees are being given training as regards the handling of the products and by-products. We have already worked out HAZOP Study and continuously adopting the plan to avoid confusion for action to be taken in case of a sudden release of chlorine or similar harmful chemicals. The transporters and personals involved in the process of transportation have been trained to handle all sorts of problems which can arrive during the process of transportation. A culture has been inculcated wherein all employees are encouraged to use personal protective equipments. As a token of indication of pollution free atmosphere, we are maintaining greenery right in the heart of the plant. We have installed air sampling points at all strategic locations and continuous monitoring of air to ensure pollution free atmosphere. Chlorine sensors have been installed at different location of the plant for monitoring of Chlorine emission to proper control of pollution.

Company further planning to replace WAD unit from Calcium Hypo (Lime based) to Sodium Hypo (Caustic Soda based) for efficient and pollution free gas neutralization system.

500 KVA DG Set new engine replaced which compiles to the latest requirements of Pollution Control Regulations.

13. PARTICULARS OF EMPLOYEES

Information as required under section 217(2A) of the Companies Act, 1956, read with Companies (particulars of employees) Rules,1975 amended on 31.03.2011. There is no employee covered under the above section.

14. INDUSTRIAL RELATIONS

Cordial Industrial relations and improvement in productivity were maintained at the Company's Plant and Office and your management appreciates the support of employees/ workers at all levels for their dedicated services to achieve the performance.

15. DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors wish to inform that the audited accounts containing financial statement for the financial year 31st March, 2011 are in full conformity with the requirement of the Companies Act, 1956.

Directors believe that the financial statements reflect fairly, the forms and substance of the transactions carried out during the year and reasonably present the Company's financial condition and result of operations.

Pursuant to Section 217(2AA) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000 the directors of the Company declare as under:

(i) that in the preparation of the Annual Accounts, the applicable Accounting Standard have been followed along with proper explanation relating to material departures.

(ii) that 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 profit of the Company for that period.

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) that the directors had prepared the annual accounts on a going concern basis.

16. CORPORATE GOVERNANCE REPORT

A Report on Corporate Governance forms part of this Report. The Management Discussion & Analysis Report and the Certificate from the Practicing Company Secretary confirming the compliance with Clause 49 of the Listing Agreement relating to Corporate Governance is also annexed to the Report.

In compliance with the requirement of clause 49 (V), a certificate from Executive Director & CEO and Chief Financial Officer was placed before the Board.

17. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGOING.

In compliance with provisions of clause (e) of sub-section (1) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 the statements giving the required information relating to energy conservation, technology absorption, foreign exchange earnings and outgoings are annexed hereto.

18. FIXED DEPOSIT

During the year under review, the Company did not raise funds by the way of fixed deposits and no such amount of principle or interest was outstanding as on the date of balance sheet.

19. ACKNOWLEDGEMENT

Your Directors wish to convey their deep appreciation to all the company's employees/workers for their dedication and hard work as well as their collective contribution to the Company's performance.

The Directors would also like to thanks to the Shareholders, Customers, Dealers, Suppliers, Bankers, Financial Institutions, Government Authorities and all other business associates for continued support given by them to the Company and their confidence in its management.

For and on behalf of the Board Place: New Delhi (Laxmi Paul Dhir) (Ashok Kumar)

Date: 30.04.2011 Chairman Managing Director

Mar 31, 2010

The Directors are pleased to present the 31st Annual Report together with the Audited Accounts of the Company for the financial year ended on 31st March, 2010.

1. FINANCIAL RESULTSs

The comparative financial results of the company are given below:

(Rs. in lac)

2009-10 2008-09

Sales 11428.60 12970.85

Other Income 994.42 123.09

Operating Profit / (Loss) before Interest,

Depreciation & Exceptional Items 518.79 1373.12

Interest 14.27 0.89

Depreciation 521.67 593.98

Net Profit/(Loss) (10.70) 397.42

2. PERFORMANCE

Your Company has achieved a better capacity utilization and optimizing efficiencies in plant during the year ended on 31st March 2010.

The Company has taken steps for revamping the plant, increasing effciency and increasing capacity of the plant, to bring down the Cost of Production.

During the year under review, your Company has achieved production of 51812 MT Caustic Soda as against 44840 MT (previous year), a rise of 16% over last year. Gross Turnover was Rs.11428.60 lac as against of Rs. 12970.85 lac last year. However, despite higher production & Sale, the turnover as well as Profitability of the company has been lower due to fall in price of the products triggered by recessionary trends around the world, resulting in, the company has incurred a Net Loss of Rs. 10.70 lac as against Net Profit of Rs. 397.42 lac in the last year.

3 ACHIEVEMENTS, AWARDS AND APPRECIATIONS

Your directors are pleased to inform that in recognition of its continuous journey of excellence, your company has achieved a prestigious ENERGY CONSERVATION AWARD (First Prize) for its outstanding performance in the feld of ENERGY CONSERVATION, awarded by the Government of Rajasthan for the year 2008-09.

Persons coming forward with schemes and suggestions to reduce pollution levels, increase efficiencies of different equipments and machines are being appreciated and suitably rewarded.

4. RESUMPTION OF TRADING OF EQUITY SHARES AT BSE

Your directors are pleased to inform that Bombay Stock Exchange vide its notice dated 29th March 2010, has revoked the suspension of Trading of equity shares of the company w.e.f. 5th April 2010. The trading of shares resumed in T Category.

5. BIFR STATUS / SANCTIONED SCHEME

The Honble BIFR vide its order dated 30th November 2006 sanctioned a Rehabilitation Scheme with some reliefs and concessions. The Scheme envisages grant of reliefs and concessions from Secured Lenders, Central Government, Government of Rajasthan, Provident Fund Authorities, ESI Authorities, Existing Promoters, Strategic Investors and other statutory authorities etc. On the basis of the reliefs and concessions as envisaged in the Scheme, the company is approaching to the appropriate authorities and financial institutions.

During the year, your Company has De-registered from the purview of BIFR in the month of March 2010. The Hble BIFR while passing the order directed that:

"The un-implemented provisions of the Sanctioned Scheme (SS-09) if any, should be implemented by the concerned agencies and their implementation would be monitored by the company M/s Lords Chloro Alkali Limited".

Implementation of the BIFR Scheme is under progress.

6. MARKETING

The Company is engaged in the manufacture and sale of Caustic Soda and its related products viz. Chlorine, Hydrochloric Acid, Calcium Hypo Chloride, Hydrogen Gas, Stable Bleaching Powder (SBP) and Tri Chloro Ethyline (TCE).

The product-wise sales are given below :

SALES

Product 2009-10 2008-09 Value Value Quantity (mt) Quantity (mt) (Rs. in lac) (Rs.in lac)

Caustic Soda 50579 9317.07 43489 10884.20

Liquid Chlorine 37037 1390.37 29268 1109.16

Hydrochloric Acid 7410 88.54 13992 178.92

Calcium Hypo Chloride 10509 21.49 13789 48.20

Stable Bleaching Powder (SBP) 6269 557.45 7241 643.87

Hydrogen Gas 58 48.99 74 65.39

Tri Chloro Ethylene ( TCE) 7 4.69 66 41.11

Total 11428.60 12970.85

7. EXPANSION PROJECT

We are pleased to inform that your company has re-started the production of Tri-Chloro- Ethylene (TCE) in the month of June 2010.

The Company will commission the remaining capacity of 130 TPD of Caustic Soda in the next year, for which we are approaching to bank for Term Loan Assistance.

8. FUTURE OUTLOOK

The Company is continuing its endeavor to reduce its costs and utilizing the existing installed capacity of Caustic Soda, Stable Bleaching Powder (SBP), Tri Chloro Ethylene (TCE) etc.

The Company is making investment through own funds, unsecured loan and term loan to refurbish the existing plant and stabilize the production at 225 TPD in near future. After refurbishing, the break downs will reduce, resulting in cost savings and enhancement of Profitability.

The Company has restarted the production of Tri Chloro Ethylene (TCE) which will be increased to 400 MT per month in the near future.

The Company is in the process of stabilizing the production of Caustic Soda and Stable Bleaching Powder and the actual production is expected to be increased to 60,000 MT and 8,000 MT respectively in 2010-11.

To reduce the power and fuel cost further, your Company is entering into a Power Trading Agreement.

The Company is proposing to invest for installing Sodium Hypo Plant for better treatment and comprehensive treatment of Waste Chlorine.

Small and medium entrepreneur have approached the company for putting up Chlorine based plants in Alwar or in LCAL premises which will help the company to utilize its co-products to the maximum and the same is under progress.

In the last fve years, the Company has maintained cordial relationship with its workforce and taken initiatives to boost the morale and team spirits. The Company has been able to effectively manage its workforce, both own and contractual, to obtain amongst the highest efficiencies. The Company is continuing its endeavor to establish harmonious relations with its team to achieve the performance.

9. DIRECTORS

In accordance with the provision of Section 256 & 257 of the Companies Act, 1956, Shri Rakesh Ahuja, Director retires from Office by rotation and being appointed as Director by the members in the Annual General Meeting held on 22.06.2010.

In accordance with the provision of Section 256 & 257 of the Companies Act, 1956, Shri Sandeep Chaudhari was appointed as Director in place of Shri Ravi Kathpalia, who has retired by rotation.

Shri Laxmi Paul Dhir, Shri Krishan Lal Batra, Shri Sri Mohan Sharma, Shri Ajay Virmani and Shri Yuvraj Ahuja, appointed as an Additional Director by the Board w.e.f. 14.05.2010 and they have been appointed as Directors by the members in the Annual General Meeting held on 22.06.2010.

Shri Nilesh Sharma, Director of the Company has resigned from the Board w.e.f. 14.05.2010.

Shri Shiv Dutt Sharma, Shri Rajbir Singh Makhni, Shri Shyam Chowdhary and Shri Chandra Shakher Pathak appointed as an Additional Directors by the Board w.e.f. 30.06.2010 and will hold the Office upto the date of next Annual General Meeting held in next financial year 2010-11.

Board of Directors welcome all new Directors and placed its appreciation on record for the services and guidance rendered by Shri Ravi Kathpalia as Chairman and Shri Nilesh Sharma as Director during their tenure to the Company.

10. AUDITORS OBSERVATIONS

In reference to the Comments mentioned in the para 4A(i) & (ii) and 4B (i) & (ii) of the Auditors Report for the year 2009-10, we wish to submit the following:

i. With respect to the observation regarding non conformation of certain balances of current assets, sundry debtors, loans and advances and current liabilities including secured creditors, it is submited that the company is a sick company and Hon`ble BIFR has sanctioned a scheme on 30th Nov. 2006. All the liabilities have been restructured as per the provisions of the rehabilitation scheme. The company has received confrmation letters from various parties, however, we are still waiting confrmation from some of the parties, therefore, some balances are subject to confrmation. We are trying to reconcile the said balance with the concerned parties.

ii. With respect to non transfer of the amount of Rs. 11.64 lac to the Investor Education and Protection Fund (IEPF), it is stated that certain papers and documents relating to this transaction are not available and as soon as the records are reconciled, we will transfer/deposit the said amount.

iii. The company has entered into an Agreement for Sale of its land at Modigarh, Ramgarh District Alwar, Rajasthan for a consideration of Rs. 625 lac and on receipt of advance the possession has been handed over to the vendee. As per the terms of agreement, total consideration has to be received by 30th September 2010. The company has received part payment by March 2010. Subsequently, substantial payment amounting to Rs. 500 lacs has already been received by the company by the date of completion of audit. As substantial payment has been receipt and the possession has also been handed over in terms of the Agreement to sell dated 25th March 2010, the company has recognized the sale of the asset u/s 53A of the Transfer of Property Act, 1882.

iv, The company has started trading activities of Caustic Soda and other Items during the year 2009- 10. In some of the transactions, vender failed to deliver the goods as agreed. However, company was able to enforce the damages on them and the counter party has given the credit notes and confrmatory letters and substantial payments has also been received by the date of the completion of audit, accordingly, the same has been recorded in the books of accounts as other income on 31st March, 2010.

11. AUDITORS

M/s. Alag Kumar & Associates, Chartered Accountants, Auditors of the Company, hold Office until the conclusion of ensuing Annual General Meeting and are recommended for re-appointment. Certifcate from the Auditors have been received to the effect that their re-appointment, if made, would be within the limits prescribed under section 224(1B) of the Companies Act, 1956.

12. COST AUDITORS

In accordance with section 233B of the Companies Act, 1956, and subject to approval of the Central Government, the Company has re-appointed M/s. Goyal, Goyal & Associates, Cost Accountants, New Delhi, as Cost Auditors to conduct the cost audit of the accounts relating to its products for the financial year 2010-11. The Company has obtained the approval for the same from the Central Government.

13. SAFETY, ENVIRONMENT PROTECTION & POLLUTION CONTROL

The Company continues to give priority to safety and pollution control measures. It has been strictly following the requisite guidelines as received from the Pollution Control Board.

Pollution Control being one of the important point in our quality policy. We are putting maximum efforts and taking utmost care to ensure that surrounding environment is not getting polluted during the process of manufacturing our main and by-products.

Few other efforts being put are as under:

On the awareness front, employees are being given training as regards the handling of the products and by-products. We have already worked out HAZOP Study and continuously adopting the plan to avoid confusion for action to be taken in case of a sudden release of chlorine or similar harmful chemicals. The transporters and personals involved in the process of transportation have been trained to handle all sorts of problems which can arrive during the process of transportation. A culture has been inculcated wherein all employees are encouraged to use personal protective equipments. As a token of indication of pollution free atmosphere, we are maintaining greenery right in the heart of the plant. We have installed air sampling points at all strategic locations and continuous monitoring of air to ensure pollution free atmosphere. Chlorine sensors have been installed at different location of the plant for monitoring of Chlorine emission to proper control of pollution.

14. PARTICULARS OF EMPLOYEES

Information as required under section 217(2A) of the Companies Act, 1956, read with Companies (particulars of employees) Rules,1975 as amended, the names and other particulars of employees are set out in the annexure to the Directors Report.

15. INDUSTRIAL RELATIONS

Cordial Industrial relations and improvement in productivity were maintained at the Companys Plant and Office and your management appreciates the support of employees/ workers at all levels for their dedicated services to achieve the performance.

16. DIRECTORS RESPONSIBILITY STATEMENT

Your Directors wish to inform that the audited accounts containing financial statement for the financial year 31st March, 2010 are in full conformity with the requirement of the Companies Act, 1956.

Directors believe that the financial statements refect fairly, the forms and substance of the transactions carried out during the year and reasonably present the Companys financial condition and result of operations.

Pursuant to Section 217(2AA) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000 the directors of the Company declare as under:

i. that in the preparation of the Annual Accounts, the applicable Accounting Standard have been followed along with proper explanation relating to material departures.

ii. that 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 Profit or loss of the Company for that period.

iii. that the directors had taken proper and suffcient 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.

iv. that the directors had prepared the annual accounts on a going concern basis.

17. CORPORATE GOVERNANCE REPORT

A Report on Corporate Governance forms part of this Report. The Management Discussion & Analysis Report and the Certifcate from the Practicing Company Secretary confrming the compliance with Clause 49 of the Listing Agreement relating to Corporate Governance is also annexed to the Report.

In compliance with the requirement of clause 49 (V), a certifcate from Executive Director & CEO and Chief Financial Officer was placed before the Board.

18. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGOING.

In compliance with provisions of clause (e) of sub-section (1) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 the statements giving the required information relating to energy conservation, technology absorption, foreign exchange earnings and outgoings are annexed hereto.

19. FIXED DEPOSIT

During the year under review, the Company did not raise funds by the way of fixed deposits and no such amount of principle or interest was outstanding as on the date of balance sheet.

20. ACKNOWLEDGEMENT

Your Directors wish to convey their deep appreciation to all the companys employees/workers for their dedication and hard work as well as their collective contribution to the Companys performance.

The Directors would also like to thanks to the Shareholders, Customers, Dealers, Suppliers, Bankers, Financial Institutions, Government Authorities and all other business associates for continued support given by them to the Company and their confdence in its management.

For and on behalf of the Board

(Laxmi Paul dhir) Chairman

Place : New Delhi Date : 03.09.2010

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