Directors Report of Pentokey Organy (India) Ltd.

Mar 31, 2024

Your Directors present their Thirty-Seventh Annual Report on the business and operations of your Company together with Audited Financial Statements for the year ended 31^st March, 2024.

FINANCIAL RESULTS:

(Rs. in Lakh)
Particulars	Financial Year 2023-24	Financial Year 2022-23
Total Income	484.77	672.15
Profit / (Loss) before Interest, Depreciation and Tax	88.14	320.79
Less: Interest Paid	0.60	2.85
Profit / (Loss) before Depreciation and Tax	87.54	317.94
Less: Depreciation / Amortization	0.29	0.39
Profit / (Loss) before & After Tax	87.25	317.55

OPERATIONS REVIEW:

The Company has recorded total income of Rs. 484.77 Lakhs in FY 23-24 as against the total income of Rs. 672.15 lakhs in FY 22-23 and net profit of Rs. 87.25 lakhs as against Rs. 317.55 lakhs in FY 22-23.

BUSINESS ACTIVITY

The Company is engaged in the trading of Pharmaceutical products. There is no change in the business activity of the Company.

SHARE CAPITAL OF THE COMPANY:

During the year under review, the Company has not issued any shares with differential voting rights nor granted any stock options neither sweat equity. The Paid-up Equity Share Capital, as at 31st March, 2024 was Rs. 6,27,26,290 divided into 62,72,629 Equity shares, having face value of Rs.10/- each fully paid up.

DIVIDEND:

In view of conserving the resources, your company has not recommended any dividend for the year under review. TRANSFER TO RESERVES:

No amount was transferred to the reserves during the financial year ended 31st March, 2024.

SUBSIDIARIES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiaries and Associates, therefore details under Form AOC 1 is not applicable. PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public and as such, no amount of principal or interest was outstanding as on the balance sheet date.

MATERIAL ORDERS OF REGULATORS / COURTS / TRIBUNALS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Pursuant to the provisions of Section 186 of the Companies Act, 2013 and SEBI LODR, particulars of loans, investments are given in the notes to the financial statements.

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

Particulars with respect to the conservation of energy and technology absorption as required to be disclosed pursuant to provision of Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts), 2014 are not relevant to the Company. Foreign exchange earnings and outgo as stipulated under Section 134 of the Act read with the Companies (Accounts) Rules, 2014, is set out in the Annexure I to this report.

PARTICULARS OF REMUNERATION TO EMPLOYEES, DIRECTORS AND KMP''s:

The disclosure on the details of remuneration to employees, Directors and Key Managerial Personnel pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in Annexure II to this report.

RELATED PARTY TRANSACTIONS:

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is available on the website of the Company at www.pentokev.com. The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and its Related Parties.

All Related Party Transactions are placed before the Audit Committee for review and approval and are in accordance with the Policy. All transactions entered by the Company with Related Parties are in ordinary course of business and on arm''s length basis.

Related party transactions entered during the year under review are disclosed in the notes to the Financial Statements. None of the Directors had any pecuniary relationship or transactions with the Company, except the payments made to them in the form of sitting fees.

Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in Annexure III to this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The following changes have been made to the Key Managerial Personnel of the Company during the year:

S. No.	Name	Designation	Appointment or resignation	Date of Appointment or resignation
1	Mr. Sanjeev Dubey	Chief Financial Officer	Resignation	30/06/2023
2	Mr. Rajendra Gujarathi	Chief Executive Officer and Chief Financial Officer	Appointment (as CFO in addition to being the CEO)	12/08/2023

In accordance with the applicable provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Kostuv Kejriwal retires by rotation at the ensuing Annual general meeting and being eligible offers himself for reappointment. Your directors recommend the re-appointment of Mr. Kostuv Kejriwal as a Director of the Company.

As on the date of this report the Board of Directors comprises of - Five (5) Directors including Two (2) Independent Non- Executive Directors, and three (3) Non-Executive, Non-Independent Directors. Independent Directors provide their declarations both at the time of appointment and annually confirming that they meet the criteria of independence as prescribed under Companies Act, 2013.

The Company''s policy on appointment and remuneration of directors is available on www.pentokey.com.

MEETINGS OF THE BOARD: During the year under review, total 4 Four meetings of the Board of Directors were held. The maximum gap between any two Board Meetings was less than 120 days.
S. no	Date of Board Meeting
1	27.05.2023
2	12.08.2023
3	09.11.2023
4	27.01.2024
The names of members of the Board and their attendance at the Board Meetings are as under:
Name of Directors		Total meetings attended
Mr. Purshottam Kejriwal		4
Mr. Kostuv Kejriwal		4
Mr. Devendra Shrimanker		4
Mrs. Prajakta Shidhore		4
Mr. Arun Goenka		4

AUDIT COMMITTEE:

The composition, power, role and terms of reference of the Audit Committee is in alignment with the provisions of Section 177 of the Companies Act, 2013 read with the Rules issued thereunder. The members of the Audit Committee are financially literate and have experience in financial management.

During the year, 4(four) meetings were held.
S. no	Date of Meeting
1	27.05.2023
2	12.08.2023
3	09.11.2023
4	27.01.2024
The names of members of the Audit Committee and their attendance at the Audit committee Meetings are as under:
Name of Directors		Number of meetings attended
Mr. Devendra Shrimanker		4
Mrs. Prajakta Shidhore		4
Mr. Arun Goenka		4

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The composition, power, role and terms of reference of the Stakeholders Relationship Committee is in alignment with the provisions of Section 178 of the Companies Act, 2013 read with the Rules issued thereunder.

During the year, one meeting of Stakeholders Relationship committee was held on 30.03.2024

The names of members of the Stakeholders Relationship Committee and their attendance at the Stakeholders Relationship committee Meeting is as under:

Name of Directors	Number of meetings attended
Mr Devendra Shrimanker	1
Mr. Arun Goenka	1
Mr. Purshottam Kejriwal	1

NOMINATION AND REMUNERATION COMMITTEE:

The composition, power, role and terms of reference of the Nomination and remuneration Committee is in alignment with the provisions of Section 178 of the Companies Act, 2013 read with the Rules issued thereunder.

During the year, 1 meeting of the Nomination and remuneration committee was held on :.

S. no	Date of Meeting
1	12.08.2023
The names of the members of the Nomination and remuneration Committee and their attendance at the meetings is as under:
Name of Directors		Number of meetings attended
Mr. Devendra Shrimanker		1
Mr. Purshottam Kejriwal		1
Mrs. Prajkata Shidhore		1

INDEPENDENT DIRECTORS MEETING:

In accordance with the provisions of Schedule IV of the Act, Regulation 25(3) of the SEBI Listing Regulations and S.S 2.3 of the Secretarial Standards on the meetings of the Board of Directors, a meeting of Independent Directors of the Company was held on 31^st March, 2024 without the presence of the Non-Independent Directors and the members of the Management. The Independent Directors discussed matters inter alia the functioning of the Company, reviewing the performance of the Chairman, Non-Independent Directors and Board as a whole and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively perform its duties.

The Company also conducts familiarisation programme for the Independent Directors to enable them to be familiarise with the Company, its management and its operations to gain a clear understanding of their roles, rights and responsibilities for enabling their contribution to the Company.

NOMINATION & REMUNERATION POLICY:

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013.

The Board of Directors has formulated and adopted a Policy which lays down a framework for selection and appointment of Directors and Senior Management and for determining qualifications, positive attributes and independence of Directors in accordance with the provisions of Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations.

Nomination and Remuneration Policy is available on the website of the Company at www.pentokev.com

CORPORATE GOVERNANCE REPORT:

Pursuant to clause 15 (2) (a) of Listing Regulations, compliance with Corporate Governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C, D, and E of Schedule V of Listing Regulations is not applicable to the Company.

BOARD EVALUATION:

Evaluation of the performance of all Directors is undertaken annually. The Company has implemented a system of evaluating performance of the Board of Directors and of its committees and individual Directors on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects.

The Directors carried out the annual performance evaluation of the Board, Committees of Board and individual Directors along with assessing the quality, quantity and timeliness of flow of information between Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

DIRECTORS RESPONSIBILITY STATEMENT:

Your directors state that:

(a) In the preparation of the annual financial statements for the year ended 31st March 2024, the applicable Accounting Standards have been followed along with proper explanation to material departures;

(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 31st March, 2024 and of the profit of the Company for the year ended 31st March, 2024;

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

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

(e) Appropriate internal financial controls were followed by the Company and that such internal financial controls are adequate and operating effectively; and

(f) Proper systems to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively.

ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Act, the Annual Return in form MGT-7 for the Company for the financial year 2023-24 is available on the Company''s website at https://www.pentokey.com.

AUDITORS AND AUDITORS REPORT:Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Mr. Hemanshu Upadhyay, Practicing Company Secretary (Membership No. 46800) as the Secretarial Auditor of the Company to for the financial year ending 31st March, 2024.

The Secretarial Audit Report for financial year ending 31^st March, 2024 is annexed as Annexure IV to this Annual Report. The Secretarial Audit Report does not contain any qualification, reservation, or adverse remark.

Further under Regulation 24A of Listing Regulations, the Company was not required to submit the Annual Secretarial Compliance Report as the Company falls under the criteria as specified under Regulation 15(2) of Listing Regulations.

STATUTORY AUDITOR:

M/s. Verma Mehta & Associates, Chartered Accountants (Firm Registration No. 112118W), were appointed as Statutory Auditors of the Company at its 31^st Annual General Meeting held on 21^st September, 2018, to hold office till the conclusion of the 36^th Annual General Meeting to be held in the year 2023

The Board of Directors of the Company based on the recommendation of the Audit Committee, at its meeting held on 12^th August, 2023 has proposed to the shareholders of the Company for their approval the re-appointment of M/s. Verma Mehta & Associates, Chartered Accountants (Firm Registration No. 112118W), as statutory Auditors of the Company for a second term of 5 consecutive years commencing from the conclusion of the 36^th Annual General meeting upto the conclusion of the 41^st Annual General Meeting to be held in the year 2028. The shareholders at their meeting held on 29^th September 2023 had approved the re-appointment of M/s. Verma Mehta & Associates, Chartered Accountants (Firm Registration No. 112118W), as Statutory Auditors of the Company for a second term of 5 consecutive years commencing from the conclusion of the 36^th Annual General meeting upto the conclusion of the 41^st Annual General Meeting to be held in the year 2028

M/s. Verma Mehta & Associates have confirmed that they satisfy the independence criteria as required under the Act.

The Auditor''s Report for the financial year ended 31st March, 2024 on financial statements of the Company is a part of this report and is annexed as Annexure VI to this Annual Report. The Auditor''s Report does not contain any qualification, reservation or adverse remark on the financial statements for the year ended 31st March, 2024.

COST AUDITOR:

The provisions of Cost Audit as prescribed under Section 148 of the Act, are not applicable to the Company. MANAGEMENT DISCUSSIONS AND ANALYSIS (MD&A):

The detailed MDA is provided as Annexure V and forms a part of this report.

RISK MANAGEMENT:

Pursuant to clause 15(2)(a) of Listing Regulations, compliance with Corporate Governance provisions as specified under Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C, D, and E of Schedule V of Listing Regulations are not applicable to the Company; however, the Company operates with well-defined risk management policy to identify measures to mitigate various business risks. The copy of the Risk Management Policy is uploaded on the website of the Company at http://www.pentokev.com/pdf/Risk-Management-Policv.pdf. This framework seeks to create transparency, minimize adverse impact on the business objective and enhance the Company''s competitive advantage and thus helps is managing market, credit and operations risks.

VIGIL MECHANISIM:

In compliance with the provisions of Section 177, the Company has established a Vigil Mechanism Policy, which includes a Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behavior, instances of financial irregularities, mala-fide manipulation of Company''s records or violation of the Company''s Code of Conduct & Ethics. This mechanism also provides for adequate safeguards against victimization of director(s)/employee(s) of the Company who report unethical practices or irregularities.

The Vigil Mechanism Policy is uploaded on the website of the Company at http://www.pentokey.com/pdf/Vigil-Mechanism-Policv-New.pdf

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated persons of the Company, as per SEBI (Prohibition of Insider Trading) Regulations, 2015.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''Act'') and Rules made thereunder, your Company has constituted Internal Complaints Committee (ICC). No complaints have been received on Sexual harassment for the financial year ending 31st March 2024. The Company is committed to providing a safe and conducive work environment.

CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to Section 135 of the Companies Act, 2013 read with rules of Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company is not required to frame Corporate Social Responsibility Committee and Corporate Social Responsibility Policy.

INTERNAL FINANCIALS CONTROLS:

The Company has a sound internal control system, which ensures monitoring implementation of the action plans emerging out of internal audit findings. The terms of reference of the Audit Committee includes reviewing the effectiveness of the internal control environment. The Audit Committee of the Board addresses issues raised by both, the Internal Auditors and the Statutory Auditors of the Company. During the financial year under review, no material or serious observation has been received from the Statutory or Internal Auditors of the Company.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors of the Company had not reported any matter under Section 143(12) of the Act. Therefore, disclosure is not applicable in terms of Section 134(3)(ca) of the Act.

Other Disclosures / Reportinga) Issue of equity shares with differential rights

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

b) Insolvency and Bankruptcy Code (“IBC”)

There are no applications or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) against the Company.

c) Material changes & commitments affecting the financial position of the Company:

There are no material changes and commitments affecting the financial position of the Company which have occurred from the end date of the financial year up to the date of this Board''s Report.

LISTING:

The shares of the Company are listed at the BSE Limited (BSE). The applicable annual listing fees have been paid to BSE Limited.

SECRETARIAL STANDARDS ISSUED BY ICSI:

The Company is generally in compliance with all the applicable mandatory Secretarial Standards as issued by the Institute of Company Secretaries of India (ICSI).

RISKS AND CONCERNS:

In today''s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The main risks inter alia include strategic risk, operational risk, financial risk and compliances & legal risk.

APPRECIATION:

The Board of Directors place on record appreciation for its business associates and shareholders for their continued support to the Company.

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Mar 31, 2015

Dear Members,

The Directors present the Twenty-Eighth Annual Report on the business and operations of the Company together with the Financial Statements for the year ended 31st March, 2015.

1. FINANCIAL HIGHLIGHTS

The financial performance of the Company for the financial year ended 31st March, 2015 is summarized below: - (Rs.in Lacs)

Particulars Financial Financial Year Year

2014-15 2013-14

Gross Income 12,209.81 12,389.14

Profit/(Loss) before Interest and Depreciation (62.23) 181.93

Less: Interest 318.83 314.95

Profit/(Loss) before Depreciation (381.06) (133.02)

Less: Depreciation 58.75 79.39

Profit/(Loss) for the year (439.81) (212.41)

Less : Taxes / (Benefits) - -

Net Profit/(Loss) for the year after Tax (439.81) (212.41)

Financial performance:

Your Company's Gross income has decreased by Rs. 179.33 lacs to Rs. 12,209.81 lacs as against the Gross income of Rs. 12,389.14 lacs in the corresponding previous year. The Company has posted a loss of Rs. 62.23 lacs before Interest and Depreciation as compared to a profit of Rs. 181.93 lacs in the corresponding previous year. The Company incurred Net Loss of Rs. 439.81 Lacs during the year as against a loss of Rs. 212.41 Lacs in the corresponding previous year. The reason for the loss is mainly the increase in raw material cost and poor realisation of the finished Product Ethyl Acetate. The Company is looking out for avenues to obtain the raw material at cheaper rates and explore new products with a view to reduce the dependence on one product.

2. DIVIDEND

Your Directors do not recommend any Dividend for the year.

3. FIXED DEPOSITS

Your Company has not accepted any Public Deposits under Chapter V of Companies Act, 2013.

4. DIRECTORS

Mr. S. Mohan retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board of Directors recommends his re-appointment. Shri Rajendra V. Shah and Dr. S. B. Chandalia resigned as Directors during the year. The Board has placed on record its appreciation for the contributions made by Shri Rajendra V. Shah and Dr. S. B. Chandalia during their respective tenures on the Board.

Shri Devendra J. Shrimanker and Shri Shyam C. Balsekar continue to be Non- Executive Independent Directors. They were appointed for a term of five consecutive years and shall not be liable to retire by rotation. Their appointment was considered by the shareholders for a term upto five consecutive years at the previous Annual General Meeting held on 13th August, 2014. Declaration of independence as per section 149(7) was received from the said directors.

Further as per section 149(1) read along with rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014 including any statutory modification (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) the Company is required to appoint a Woman Director on the board of the Company. Ms. Aziza Khatri has been appointed as Additional Director w.e.f 13th February 2015, to hold office up to the date of forthcoming Annual General Meeting. Being eligible, Ms. Khatri offered herself to be appointed as the Independent Director of your Company.

The details of training and familiarization programmes and Annual Board Evaluation process for Directors have been provided under the Corporate Governance Report.

The policy on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for Key Managerial Personnel and other employees forms part of Corporate Governance Report of this Annual Report.

Ms. Aziza Khatri, Non- Executive Independent Director, in accordance with above said provisions, is required to be appointed for a term of five consecutive years and shall not be liable to retire by rotation. Her appointment be considered by the shareholders for a term upto five consecutive years.

The Company has received consent from the director to be appointed as independent director for a consecutive term of five years. Declaration of independence as per section 149(7) is also received from Ms. Khatri. Notice under Section 160 of the Companies Act, 2013 have been received from Member proposing her candidatures as an Independent Director of the Company.

Your directors recommend appointment of Ms. Aziza Khatri as Independent directors of the Company.

5. Particulars of Loans, Guarantees or Investments Under Section 186

The Company has not made any loan, given any guarantee or made any investment as per Section 186 of the Companies Act 2013.

6. Extract of Annual Return

The extract of the Annual Return in the prescribed Form MGT 9 is annexed.

7. Details of Directors or Key Managerial Personnel Appointed / Resigned During The Year

The following table shows the Directors and Key Managerial Personnel appointed / resigned during the year.

Name Designation Appointment / reappointment/ resigned

Shri Rajendra V. Shah Non- Executive Director Resigned

Ms. Swarna Gunware Company Secretary Appointment

Ms. Aziza Khatri Additional Director Appointment

Dr. Sampatraj B. Chandalia Non-Executive Director Resigned

Shri Sunil Y. Raghav Chief Financial Officer Appointment

Name Effective from

Shri Rajendra V. Shah 29.05.2014

Ms. Swarna Gunware 29.05.2014

Ms. Aziza Khatri 13.02.2015

Dr. Sampatraj B. Chandalia 13.02.2015

Shri Sunil Y. Raghav 13.02.2015

8. Material changes & commitments between end of financial year and this report.

There have been no material changes & commitments between end of financial year and this report.

9. Number of Meetings

During the year, four Board Meetings were convened and held, the details of which are given in the Corporate Governance Report.

10. Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated persons of the Company, as per SEBI (Prohibition of Insider Trading) Regulations, 2015.

11. Significant & Material Orders Passed By Regulator Or Courts Or Tribunals Impacting Going Concern Status And Companies Operations In Future

There have been no significant & material orders passed by regulator / courts / tribunals impacting going concern status and companies operations in future.

12. AUDITORS

M/s. Desai Saksena & Associates, Chartered Accountants, Mumbai have been appointed as Statutory Auditors of the Company at previous Annual General Meeting held on 13th August, 2014 for a term of four consecutive years from the financial year 2014-15 to the financial year 2017-2018.However according to section 139 of the Companies Act, 2013 read with Rule 3 of the Companies (Audit and Auditors) rules, 2014 requires the Company to ratify the auditors appointment every year at every Annual General Meeting. The Company seeks the same at the ensuing Annual General Meeting.

The Company has received a written consent to such ratification, certificate that ratification if made shall be in accordance with the conditions as prescribed and that they satisfy the criteria as provided in section 141 of the Companies Act, 2013.

13. COST RECORDS

M/s. B.J.D. Nanabhoy & Co. as Cost Auditors, Cost Accountants, carried out the cost audit for applicable business during the year. The Board of Directors has appointed M/s. B.J.D. Nanabhoy & Co., Cost Accountants for the financial year 2015- 16.

The Company has received a written consent from M/s. B.J.D. Nanabhoy & Co., Cost accountants to such appointment, certificate that appointment if made shall be in accordance with the conditions as prescribed and that they satisfy the criteria as provided in section 141 of the Companies Act, 2013. For the year 2014-15, the Cost Audit Report will be filed in due course, before the due date.

14. SECRETARIAL AUDITOR

Pursuant to section 204 of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) rules, 2014 the Company appointed M/s KS and Associates (Membership No. 5732), Company Secretaries a firm of Company secretary in practice to undertake the Secretarial Audit of the Company.

During the year, Secretarial Audit was carried out for the financial year 2014-15. The detailed report on the Secretarial Audit are appended as an Annexure to this Report.

15. INSURANCE

Your Company's assets continue to be adequately insured against the risk of fire, riot and earthquake among other things. In addition to the above, adequate coverage has been taken to cover the public liability and product liability claims.

16. FOREIGN EXCHANGE MANAGEMENT

The Company's exposure to foreign exchange risk comprises the risk of foreign currency versus the local currency. As the Company's Export Sales are more than its Imports of Raw Material, the foreign exchange risk is naturally hedged. However, the Company takes forward contract for export or import on selective basis.

17. Corporate Social Responsibility

According to section 135 of the Companies Act, 2013 read with rules of Companies (Corporate Social Responsibility Policy) rules, 2014 the Company is not required to frame Corporate Social Responsibility Committee and Corporate Social responsibility Policy.

18. Risk Management

Pursuant to Clause 49 of the listing Agreement, the Company has formed Risk Management Policy u/s 134(3)(n) of Companies Act, 2013 r/w clause 49 (vi) of listing agreement. The copy of Risk Management Policy is uploaded in the website of the Company www.pentokey.com. The Company has also constituted a Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

19. Vigil Mechanisim / Whistle Blowing Policy

As per Clause 49 (II) (F) of the Listing Agreement, the Board has established a Vigil Mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud and violation of the company's code of conduct or ethics policy.

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

The copy of Whistle Blower Policy is uploaded on the website of the Company www.pentokey.com

20. INDUSTRIAL RELATIONS

The Company maintains harmonious and cordial relations with its workers and staff, which enabled it to achieve this performance level on all fronts.

21. DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm that:

* in the preparation of the annual financial statements for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

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

* the directors had prepared the annual accounts on a Going Concern Basis; and

* the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively, and

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

22. CORPORATE GOVERNANCE

Your Company believes in transparency and has always maintained a very high level of corporate governance.

Your Company is in compliance with the governance requirements provided under the new law. In line with the requirements of new law, your Company has constituted new Board Committees. Your Company has in place all the statutory Committees required under the law. Details of Board Committees along with their terms of reference, composition and meetings of the Board and Board Committees held during the year, are provided in the Corporate Governance Report.

During the year, your Company has adopted new policies in line with new governance requirements. These policies are available on the website of the Company.

The extract of Annual Return in Form MGT 9 as required under Section 92(3) and Rule 12 of the Companies (Management and Administration) Rules, 2014 is appended as an Annexure to this Report.

A separate report on Corporate Governance is provided together with a Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Equity Listing Agreement with the Stock Exchange(s). A Certificate of the Whole-time Director and CFO of the Company in terms of sub-clause IX of Clause 49 of Equity Listing Agreement, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.

23. Related Party Transactions

In line with the requirements of the Companies Act, 2013 and Equity Listing Agreement, your Company has formulated a Policy on Related Party Transactions which is also available on Company's website. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

This Policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm's Length. All Related Party Transactions are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013 and Equity Listing Agreement.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm's Length basis and forms part to the Notes to Accounts in Note No. 31. No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

24. Prevention of Sexual Harassment at Workplace

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ('Act') and Rules made thereunder, your Company has constituted Internal Complaints Committees (ICC). There has been no compliant received on Sexual Harassment, during the year under review.

25. Conservation of Energy & Technology Absorption And Foreign Exchange Earnings And Outgo

Information pursuant to Section 134 the Companies Act, 2014 read with Companies (Accounts) rules, 2014 forms part of this report.

26. APPRECIATION

Your Directors wish to place on record their sincere appreciation to the devoted employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry.

Your Directors would like to express their sincere appreciation for assistance and co-operation received from the vendors and stakeholders, Banks, Central and State Government authorities, Customers and other business associates, who have extended their valuable sustained support and encouragement during the year under review. It will be the Company's endeavour to build and nurture the strong links with its stakeholders.

For and on behalf of the Board of Directors For Pentokey Organy (India) Limited

S. Mohan Devendra J. Shrimanker Whole-time Director Director

Place : Mumbai Date : 19th May, 2015

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Mar 31, 2014

Dear Members,

The Directors are pleased to present the Twenty-Seventh Annual Report on the business and operations of the Company together with the Audited Accounts for the year ended 31st March, 2014.

1. FINANCIAL HIGHLIGHTS

The financial performance of the Company for the financial year ended 31st March, 2014 is summarised below: -

(Rs. in Lacs)

Particulars Financial Year Financial Year 2013-14 2012-13

Gross Income 12,389.14 11,538.07

Profit/(Loss) before Interest and Depreciation 181.93 774.07

Less: Interest 314.95 264.39

Profit/(Loss) before Depreciation (133.02) 509.68

Less: Depreciation 79.39 118.27

Profit/(Loss) for the year (212.41) 391.41

Less : Taxes / (Benefits) - -

Net Profit/(Loss) for the year after Tax (212.41) 391.41

Financial performance:

Your Company''s Gross income has been increased by 7.38% to Rs. 12,389.14 lacs as against the Gross income of Rs. 11,538.07 lacs in the corresponding previous year. The Company has posted a profit of Rs. 181.93 lacs before Interest and Depreciation as compared to Rs. 774.07 lacs in the corresponding previous year. The Company incurred Net Loss of Rs. 212.41 lacs during the year as against profit of Rs. 391.41 lacs. The reason for the loss is mainly the increase in raw material cost and poor realisation of the finished Product Ethyl Acetate. The Company is looking out for avenues to increase the production capacity and exploring opportunities to obtain the raw material at cheaper rates.

2. DIVIDEND

Your Directors do not recommend any Dividend for the year.

3. FIXED DEPOSITS

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

4. DIRECTORS

Shri Rajendra V. Shah has resigned from the Board of Directors of the Company with effect from 29th May, 2014 due to his preoccupation. The Board placed on record the valuable services rendered by him to the Company during his tenure on the Board of the Company.

Dr. Sampatraj B. Chandalia retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment as a Non-Executive Director. The Board of Directors recommends his re-appointment.

The Companies Act, 2013 provides for appointment of Independent Directors. Sub-section (10) of Section 149 of the Companies Act, 2013 provides that Independent Directors shall hold office for a term of up to five consecutive years on the Board of the a Company and shall be eligible for re-appointment on passing a special resolution by the shareholders of the Company.

Sub-section (11) states that no Independent Director shall be eligible for more than two consecutive terms of five years. Sub- section (13) states that the provisions of retirement by rotation as defined in sub-sections (6) and (7) of Section 152 of the Act shall not apply to such Independent Directors.

Shri Devendra J. Shrimanker, Non- Executive Independent Director, in accordance with above said provisions, is required to be appointed for a term of five consecutive years and shall not be liable to retire by rotation. His appointment be considered by the shareholders for for a term upto five consecutive years.

Shri Shyam C. Balsekar, Non- Executive Independent Director whose period of Office was liable to determination by retirement of Directors by rotation under the erstwhile applicable provisions of the Companies Act, 1956, being eligible and seeking re-appointment, be considered by the shareholders for re-appointment for a term upto five consecutive years.

The Company has received consent from the directors to be appointed as independent directors for a consecutive term of five years. Declaration of Independence as per section 149(7) is also received from the said directors. Notice under Section 160 of the Companies Act, 2013 have been received from Members proposing their candidatures as an Independent Directors of the Company.

Your directors recommend appointment of Shri Devendra J. Shrimanker and Shri Shyam C. Balsekar as Independent Directors of the Company.

5. AUDITORS

M/s. Desai Saksena & Associates, Chartered Accountants, Mumbai, retire as Statutory Auditors of the Company at the ensuing Annual General Meeting and offer themselves for re-appointment for a term of four consecutive years from the financial year 2014-15.

The Company has received a written consent to such appointment, certificate that appointment if made shall be in accordance with the conditions as prescribed and that they satisfies the criteria as provided in section 141 of the Companies Act, 2013.

6. COST RECORDS

The Central Government vide Cost Audit Order F.No.52/26/CAB- 2010 dated 24.01.2012, had made maintenance of Cost records applicable to all companies engaged in activities of manufacturing of ''Organic & Inorganic Chemicals'' under Chapters 28, 29, 32 and 39 of Central Excise Tariff Act, 1985. Accordingly, the Company had appointed M/s. B.J.D. Nanabhoy & Co. as Cost Auditors, for the purpose of cost audit of product ''Ethyl Acetate''. The Cost Auditors are retiring at the ensuing Annual General Meeting and offer themselves for re-appointment till the conclusion of the next Annual General Meeting of the Company. The Company has received a written consent from M/s. B.J.D. Nanabhoy & Co., Cost accountants to such appointment, certificate that appointment if made shall be in accordance with the conditions as prescribed and that they satisfies the criteria as provided in section 141 of the Companies Act, 2013. For the year 2013-14, the Cost Audit Report will be filed in due course, before the due date.

7. INSURANCE

Your Company''s assets continue to be adequately insured against the risk of fire, riot and earthquake among other things. In addition to the above, adequate coverage has been taken to cover the public liability and product liability claims.

8. FOREIGN EXCHANGE MANAGEMENT

The Company''s exposure to foreign exchange risk comprises the risk of foreign currency versus the local currency. As the Company''s Export Sales are more than its Imports of Raw Material, the foreign exchange risk is naturally hedged. However, the Company takes forward contract for export or import on selective basis.

9. INDUSTRIAL RELATIONS

The Company maintains harmonious and cordial relations with its workers and staff, which enabled it to achieve this performance level on all fronts.

10. PARTICULARS OF EMPLOYEES

The Company has no employees in respect of whom information under sub-section 2A of section 217 of the Companies Act, 1956 is required to be furnished.

11. DIRECTORS RESPONSIBILITY STATEMENT

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

(i) In the preparation of the annual accounts, the applicable accounting standards had been followed alongwith the proper explanation relating to material departures;

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

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

(iv) The Directors had prepared the annual accounts on a going concern basis.

12. CORPORATE GOVERNANCE

Your Company believes in transparency and has always maintained a very high level of corporate governance. As required by Clause 49 of the Listing Agreement, a detailed report on Corporate Governance alongwith the Compliance Certificate from the Auditors is annexed hereto and forms part of this Report.

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

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure -I which forms part of this report.

15. APPRECIATION

Your Directors wish to place on record their sincere appreciation to the devoted employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry.

Your Directors would like to express their sincere appreciation for assistance and co-operation received from the vendors and stakeholders, Banks, Central and State Government authorities, Customers and other business associates, who have extended their valuable sustained support and encouragement during the year under review. It will be the Company''s endeavour to build and nurture the strong links with its stakeholders. For and on behalf of the Board of Directors

S. Mohan Devendra J. Shrimanker Whole-time Director Director

Place : Mumbai

Date : 29th May, 2014

---

Mar 31, 2013

Dear Members,

The Directors are pleased to present the 26th Annual Report on the business and operations of the Company together with the Audited Accounts for the year ended 31 st March, 2013.

1. FINANCIAL HIGHLIGHTS

The financial performance of the Company for the financial year ended 31st March, 2013 is summarised below: -

(Rs.in Lacs)

Particulars Financial Year Financial Year 2012-13 2011-12

Gross Income 11,538.07 9,730.23

Profit before Interest and Depreciation 774.07 517.80

Less: Interest 264.39 138.68

Profit before Depreciation 509.68 379.12

Less: Depreciation 118.27 134.17

Profit for the year 391.41 244.95

Add: Deferred Tax Credit 40.56

Net Profit After Tax 391.41 285.51

Financial performance:

Your Company improved upon last year''s performance during the year under review. Gross Income of your Company increased by 18.58% to Rs. 11,538.07 Lacs as against X 9,730.23 Lacs in the previous year. The export turnover grew sizeable to Rs. 465 Lacs from Rs. 25.45 Lacs in previous year. The EBIDTA increased by 49.49% to Rs. 774.07 Lacs from Rs. 517.80 Lacs in 2011-12. The Company earned Net Profit of Rs. 391.41 Lacs during the year as against Rs. 285.51 Lacs in the previous year registering the growth of 37.09% in Net Profit after Tax. This has been achieved through continued focus on business development and tight controls on the operating cost.

2. BONUS ISSUE OF EQUITY SHARES TO NON PROMOTER SHAREHOLDERS

The Company had complied with the requirement of minimum public shareholding of 25% pursuant to Clause 40A of the Listing Agreement by way of issue of 6,38,296 Bonus Equity Shares to Non Promoter Shareholders in the ratio of 2 : 3 i.e. Two (2) fully paid up Equity Shares of Rs. 10/- for every Three (3) fully paid up Equity Shares held. The new Equity Shares shall rank pari passu in all respects with the existing Equity Shares including dividend. The additional Equity Share Capital was admitted for listing at Bombay Stock Exchange and Ahmedabad Stock Exchange on 1st January, 2013 and 29th January, 2013 respectively.

The present shareholding of Promoter and Promoter Group including Person Acting in Concert in your Company is 74.71% and whilst the Public Shareholding is 25.29% of the total paid up capital of the Company.

3. DIVIDEND

The Board of Directors is pleased to recommend dividend for the 2nd consecutive year of Re. 1/- per Equity Share of Rs. 10/- each. This dividend is subject to the approval of the Members at the forthcoming 26th Annual General meeting scheduled to be held on 13th August, 2013.

4. FIXED DEPOSITS

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

5. DIRECTORS

Shri Devendra J. Shrimanker and Shri Shyam C. Balsekar, Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

The term of Shri S. Mohan as Whole-time Director is concluding on 4th August, 2013 and the same is being renewed for a further period of 3 years w.e.f. 5th August, 2013. subject to approval of shareholders at the ensuing Annual General Meeting.

6. AUDITORS

M/s. Desai Saksena & Associates, Chartered Accountants, Mumbai, retire as Statutory Auditors of the Company at the ensuing Annual General Meeting and offer themselves for re-appointment. The Company has received a letter from the retiring auditors that their appointment as Statutory Auditors, if made, would be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956.

7. COST RECORDS

The Central Government vide Cost Audit Order F.No.52/26/CAB- 2010 dated 24.01.2012, had made maintenance of Cost records applicable to all companies engaged in activities of manufacturing of ''Organic & Inorganic Chemicals'' under chapters 28, 29, 32 and 39 of Central Excise Tariff Act, 1985. Accordingly, the Company had appointed M/s. B.J.D. Nanabhoy & Co. as Cost Auditors, for the purpose of cost audit of product ''Ethyl Acetate'' for Financial Year 2013-14. For the year 2012- 13, the cost Audit Report will be filed in due course, before the due date.

8. INSURANCE

Your Company''s assets continue to be adequately insured against the risk of fire, riot and earthquake among other things. In addition to the above, adequate coverage has been taken to cover the public liability and product liability claims.

9. FOREIGN EXCHANGE MANAGEMENT

The Company''s exposure to foreign exchange risk comprises the risk of foreign currency versus the local currency. As the Company''s Export Sales are more than its Imports of Raw Material, the foreign exchange risk is naturally hedged. However, the Company takes forward contract for export or import on selective basis.

10. INDUSTRIAL RELATIONS

The Company maintains harmonious and cordial relations with its workers and staff, which enabled it to achieve growth in performance level on all fronts.

11. PARTICULARS OF EMPLOYEES

The Company has no employees in respect of whom information under sub-section 2A of Section 217 of the Companies Act, 1956 is required to be furnished.

12. DIRECTORS''RESPONSIBILITY STATEMENT

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

(i) In the preparation of the annual accounts, the applicable accounting standards had been followed alongwith the proper explanation relating to material departures;

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

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

(iv) The Directors had prepared the annual accounts on a going concern basis.

13. CORPORATE GOVERNANCE

Your Company believes in transparency and has always maintained a very high level of corporate governance. As required by Clause 49 of the Listing Agreement, a detailed report on Corporate Governance alongwith the Compliance Certificate from the Auditors is annexed hereto and forms part of this Report.

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

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure -I which forms part of this report.

15. APPRECIATION

Your Directors wish to place on record their sincere appreciation to the employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry.

Your Directors would like to express their sincere appreciation for assistance and co-operation received from the vendors and stakeholders including Bank, Central and State Government authorities, Customers and other business associates, who have extended their valuable sustained support and encouragement during the year under review. It will be the Company''s endeavour to build and nurture the strong links with its stakeholders.

For and on behalf of the Board of Directors

S. Mohan Rajendra V. Shah

Whole-time Director Director

Place : Mumbai

Date :23rd May, 2013

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Mar 31, 2012

The Directors are pleased to present the Twenty-fifth Annual Report on the business and operations of the Company together with the Audited Accounts for the year ended 31st March, 2012.

1. FINANCIAL HIGHLIGHTS

The financial performance of the Company for the financial year ended 31st March, 2012 is summarised below: -

(Rs. in Lacs)

Financial Year Financial Year 2011-2012 2010-2011

Gross Income 9,730.24 6123.82

Profit/(Loss) before Interest and Depreciation 517.80 363.63

Less: Interest 138.68 28.99

Profit/(Loss) before Depreciation 379.12 334.64

Less: Depreciation 134.17 128.13

Profit/(Loss) for the year 244.95 206.51

Add : Deferred Tax Credit 40.56 61.49

Net Profit/(Loss) for the year after Tax 285.51 268.00

Financial performance:

Your Company improved upon last year's performance during the year under review. Gross Income of your Company increased by 59% to Rs. 9,730.24 Lacs as against Rs. 6,123.82 lacs in the previous year. During the financial year under review, the Profit before Interest and Depreciation increased by 42% to Rs. 517.80 Lacs as against Rs. 363.33 Lacs in the previous year. The Company earned Net Profit of Rs. 285.51 Lacs during the year as against Rs. 268.00 Lacs in the previous year registering thereby a growth of 6.53% in Net Profit after Tax. This has been achieved through continued focus on business development and lowering the operating cost.

2. REVOCATION OF SUSPENSION IN TRADING

The Board of Directors of the Company had applied to the Bombay Stock Exchange Limited for Revocation of Suspension of trading in Equity Shares of the Company. On completing of all the revocation formalities, the Bombay Stock Exchange Limited had vide their Notice no. 20111103-14 dated 3rd November, 2011, granted approval for trading in Equity Shares of the Company from Friday the 11th November, 2011. Accordingly, the Equity Shares of the Company are now actively traded on the Bombay Stock Exchange Limited.

3. DIVIDEND

The Board of Directors is pleased to recommend dividend of Rs. 1/- per Equity Share of Rs. 10/- each. This dividend is subject to the approval of the Members at the forthcoming 25th Annual General meeting to be held on 14th August, 2012.

In the previous year, to maintain liquidity dividend was not recommended.

4. FIXED DEPOSITS

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 from the public.

5. DIRECTORS

Dr. Sampatraj B. Chandalia and Shri Girish M. Kajaria, Directors of the Company, retire by rotation and being eligible; offer themselves for re-appointment at the ensuing Annual General Meeting.

6. AUDITORS

M/s. Desai Saksena & Associates, Chartered Accountants, Mumbai, retire as Statutory Auditors of the Company at the ensuing Annual General Meeting and offer themselves for reappointment. The Company has received a letter from the retiring auditors that their appointment as Statutory Auditors, if made, would be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956.

7. INSURANCE

Your Company's assets continue to be adequately insured against the risk of fire, riot and earthquake among other things.

In addition to the above, adequate coverage has been taken to cover the public liability and product liability claims.

8. FOREIGN EXCHANGE MANAGEMENT

The Company's exposure to foreign exchange risk comprises the risk of foreign currency versus the local currency.

9. INDUSTRIAL RELATIONS

The Company maintains harmonious and cordial relations with its workers and staff in all its Divisions, which enabled it to achieve this performance level on all fronts.

10. PARTICULARS OF EMPLOYEES

The Company has no employees in respect of whom information under sub-Section 2A of Section 217 of the Companies Act, 1956 is required to be furnished.

11. DIRECTORS RESPONSIBILITY STATEMENT

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

(i) In the preparation of the annual accounts, the applicable accounting standards had been followed alongwith the proper explanation relating to material departures;

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

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

(iv) The Directors had prepared the annual accounts on a going concern basis.

12. CORPORATE GOVERNANCE

Your company believes in transparency and has always maintained a very high level of corporate governance. As required by Clause 49 of the Listing Agreement, a detailed report on Corporate Governance is given as an annexure to this Report. Your company is in full compliance with the requirements and disclosures that have to be made in this regard.

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

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure -I which forms part of this report.

14. APPRECIATION

Your Directors wish to place on record their sincere appreciation to the employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry.

Your Directors would like to express their sincere appreciation for assistance and co-operation received from the Vendors and Stakeholders including Financial Institutions, Banks, Central and State Government Authorities, Customers and other Business Associates, who have extended their valuable sustained support and encouragement during the year under review. It will be the Company's endeavour to build and nurture the strong links with its stakeholders.

For and on behalf of the Board of Directors

S. Mohan Rajendra V. Shah Whole-time Director Director

Place : Mumbai

Date : 28th May, 2012

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Mar 31, 2011

Dear Shareholders,

The Directors have pleasure in presenting their Twenty-fourth Annual Report on the business and operation of the Company together with the Audited Accounts for the year ended 31st March, 2011.

1. FINANCIAL HIGHLIGHTS

The financial performance of the Company for the financial year ended 31st March, 2011 is summarised below: -

(Rs. in Lacs)

Financial Financial Year Year 2010-2011 2009-2010

Gross Income 6123.82 4538.55

Profit/ (Loss) before Interest and Depreciation & Extraordinary item 363.63 204.62

Less: Interest 28.99 25.06

Profit/(Loss) before Depreciation & Extraordinary item 334.64 179.56

Less: Depreciation 128.13 109.30

Profit/(Loss) for the year before Extraordinary item 206.51 70.26

Add/Less: Exceptional item - 6.36 (Provisions/Balances Written Off/ Back)

Net Profit/(Loss) for the year after Extraordinary item 206.51 76.62

Add: Benefits / (Taxes) 61.49 30.90

Net Profit/(Loss) for the year after Tax 268.00 107.52

Your Company improved upon last year's performance during the year under review. Gross Income of your Company increased by 35% to Rs. 6123.82 Lacs as against Rs. 4538.55 Lacs in the previous year. During the financial year under review, the Profit before Interest, Depreciation and Exceptional Items increased by 77% to Rs. 363.63 Lacs as against Rs. 204.62 Lacs in the previous year. The Company earned Net Profit of Rs. 268.00 Lacs during the year as against Rs. 107.52 Lacs in the previous year registering thereby a growth of 149% in Net Profit after Tax. This has been achieved through continued focus on business development and lowering the operating cost.

Indian Overseas Bank, has sanctioned Working Capital Loan of Rs.7.00 Crores as Fund Based Limit, 3.00 Crores as Non Fund Based facility and Term Loan of Rs. 3.50 Crores.

3. DIVIDEND

To consolidate the Financial Strength of the Company and to maintain liquidity, the Board of Directors do not recommend any dividend in this Financial Year.

4. FIXED DEPOSITS

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 from the public.

5. DIRECTORS

The term of Shri Rajendra V. Shah as Managing Director of the Company expired on 13th July, 2010 and he has expressed his unwillingness to be reappointed as Managing Director. However, he continued as the member of the Board as a Non-executive Director.

Shri Rajendra V. Shah and Shri Shyam C. Balsekar, Directors of the Company, retire by rotation and being eligible; offer themselves for reappointment at the ensuing Annual General Meeting.

Shn Vinay V. Joshi, Director of the Company resigned with effect from 5th August, 2010. The Board placed on record their appreciation for the valuable services and support rendered by him during his tenure on the Board of the Company.

Shri S. Mohan was appointed as the Whole-time Director designated as Director (Works) of the Company with effect from 5th August, 2010.

6. AUDITORS

M/s. Desai Saksena & Associates, Chartered Accountants, Mumbai, retire as Auditors of the Company at the ensuing Annual General Meeting and being eligible, have confirmed their willingness for re-appointment.

7. INSURANCE

The Company has adequately insured its insurable assets

8. INDUSTRIAL RELATIONS

The Company maintains harmonious and cordial relations with its workers and staff in all its Divisions, which enabled it to achieve this performance level on all fronts.

9. PARTICULARS OF EMPLOYEES

The Company has no employees in respect of whom information under Sub-section 2A of Section 217 of the Companies Act, 1956 is required to be furnished.

10. DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

(iv) The Directors had prepared the annual accounts on a going concern basis.

11. CORPORATE GOVERNANCE:

As per the requirement of listing agreement with the Stock Exchanges, your company has complied with the requirement of Corporate Governance in all material aspects.

A report on Corporate Governance together with a certificate of its compliance from Statutory Auditors, forms part of this report.

12. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure-I which forms part of this report.

13. APPRECIATION

Your Directors wish to place on record their appreciation of whole hearted co-operation and support from Shareholders, Employees, Suppliers & Customers, Bankers, Financial Institutions, and various Government Agencies and look forward to the same extent of co-operation and cordial support.

For and on behalf of the Board of Directors

S. Mohan Rajendra V. Shah Whole-time Director Director

---

Mar 31, 2010

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

1. FINANCIAL HIGHLIGHTS

The financial performance of the Company for the financial year ended 31st March, 2010 is summarised below: -

(Rs. in Lacs)

Financial Year Financial Year 2009-2010 2008-2009

Gross income 4538.55 2132.01

Profit/(Loss) before Interest and Depreciation & Extraordinary item 204.62 233.34

Less : Interest 25.06 52.60

Profit/(Loss) before Depreciation & Extraordinary item 179.56 180.74

Less : Depreciation 109.30 99.34

Profit/(Loss) for the year before Extraordinary item 70.26 81.40

Add/Less: Exceptional item 6.36 12.77

(Provisions/Balances Written Off/Back)

Net Profit/(Loss) for the year after Extraordinary item 76.62 68.63

Less : Taxes - 1.44

Net Profit/(Loss) for the year after Tax 76.62 67.19



2. a) RESULTS & OPERATIONS:

The Companys turnover for the year was Rs. 4538.55 Lacs against Rs. 2132.01 Lacs in the previous year, registering an increase by 113%. Essentially because of more than optimum capacity utilization of Ethyl Acetate Plant. The Net Profit after tax was Rs. 76.62 Lacs for the year under review, as compared to Rs.67.19 Lacs in the previous year.

As you are aware, the performance of the Ethanol and Ethanol based chemical industry is to some extent dependant on performance of the sugar sector as the raw material for this industry namely Molasses and Alcohol are derived from sugar industry. The sugar production during season 2008-09 (October to September) was lower by more than 40% compared to earlier season. Due to the lower sugar production, the prices of Ethanol went up by over 50% during this year. However, the prices of the finished products manufactured by the Company could not increase due to the recessionary impact on the chemical industry and especially on the chemicals manufactured by the Company. The prices infact were lower during current year vis-a-vis previous year.

The sugar production during season 2009-10 (October to September) has shown substantial improvement and is expected to be around 19 million M.T. against 14.6 million M.T. of previous year. The production during season 2010-11 is also expected to rise substantially. This would improve the availability of Molasses and Alcohol during financial year 2010-11. We also expect raw material prices to come down during 2010-11. This would result in improved profitability of the Company in 2010-11.

2. b) CAPITAL EXPENDITURE:

i. Boiler:

The Company has successfully commissioned coal fired boiler and it has been operating satisfactorily during the year under review. Due to this, there is saving of over 20% in cost of steam generation. During the year, the company has also installed variable frequency drive controls on the boiler, which has resulted in the saving in power to the tune of 1000 KWH/day. ii. Back Pressure Steam Turbine:

The Company has installed and commissioned one 600 KW Back Pressure Steam Turbine during February, 2010. However, the benefits of this turbine would be available during the year 2010-11. iii. Raw Material & Finished Goods Storage Tanks:

The Company is also augmenting storage tank capacities for raw material & finished products . This would improve the competitiveness in the procurement of raw material as well as marketing of chemicals produced by the Company.

iv. Acetic Anhydride:

The Company has been exploring various options for diversification and adding new products for sustained growth over the years. The Board has now narrowed down the choice and decided to go ahead with the project to manufacture Acetic Anhydride. This product is used as drug intermediate and raw material in various industries. There are many derivatives of Acetic Anhydride or its intermediate products, which woutd provide further opportunities for diversification. Acetic Anhydride also provides synergy in terms of raw material as well as market. The Company plans to commission this project during second half of 2011.

4. STATUS UNDER BIFR:

The Company had filed Miscellaneous Application to the Board for Industrial & Financial Reconstruction (BIFR). In the hearing held on 14lh October, 2009 before the Honble Bench-I of BIFR, wherein it was stated that the Company had substantially implemented the sanctioned scheme issued by BIFR and the Net-worth of the Company has became positive. The Company has therefore ceased to be a sick industrial undertaking within the meaning of Section 3(1 )(o) of SICA. The Honble Bench has therefore discharged the Company from the purview of SICA/BIFR and accordingly the Company was deregistered from BIFR.

5. DIVIDEND

In view of the accumulated losses the Directors are unable to recommend any dividend for the year under reyiew.

6. FIXED DEPOSITS

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 from the public.

7. DIRECTORS

Shri Vinay V. Joshi and Shri Girish M. Kajaria, Directors of the Company, retire by rotation and being eligible, offer themselves for reappointment at the ensuing Annual General Meeting.

As the Company has been discharged from the purview of SICA/BIFR, Shri Ajai O. Bhambi, the Special Director appointed by the BIFR on 9th September, 1997 ceased to be the director of the Company with effect from 29th January, 2010. The Board placed on record its sincere appreciation for the contribution made by him during the tenure of his office as Special Director of the Company. Smt. Pragna R. Shah, Director of the Company also resigned with effect from 29th January, 2010. The Board placed on record valuable services rendered by her during the tenure of her office as Director of the Company.

8. AUDITORS

M/s. Desai Saksena & Associates, Chartered Accountants, Mumbai, retire as Auditors of the Company at the ensuing Annual General Meeting and being eligible, have confirmed their willingness for re-appointment.

9. INSURANCE

The Company has adequately insured its insurable assets

10. INDUSTRIAL RELATIONS

The Company maintains harmonious and cordial relations with its workers and staff in all its Divisions, which enabled your company to achieve this performance level on all fronts.

11. PARTICULARS OF EMPLOYEES

The Company has no employees in respect of whom information under Sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended as on date is required to be furnished.

12. DIRECTORS RESPONSIBILITY STATEMENT

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

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed alongwith the proper explanation relating to material departures;

(ii) 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 at the end of the financial year and of the profit or loss of the company for that period;

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

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

13. CORPORATE GOVERNANCE:

As per the requirement of listing agreement with the Stock Exchanges, your company has complied with the requirement of Corporate Governance in all material aspects.

A report on Corporate Governance together with the certificate of its compliance from Statutory Auditors, forms part of this report.

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

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure -I which forms part of this report.

15.APPRECIATION

Your Directors wish to place on record their appreciation of whole hearted co-operation"and support from Shareholders, Employees, Bankers, Financial Institutions, and various Government Agencies and look forward to the same extent of co-operation and cordial support at all levels.



For and on behalf of the Board of Directors

Rajendra V. Shah

Chairman & Managing Director

Place : Mumbai

Date : 13th May, 2010