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A Oneindia Venture

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 Pondy Oxides & Chemicals Ltd.

Mar 31, 2024

The Directors are pleased to present herewith the 29^th Annual Report on the business and operations of your company along with the Audited Financial Statements (Standalone & Consolidated) for the Financial Year ended 31^st March 2024.

FINANCIAL HIGHLIGHTS:

The Companyâs financial performance for the year ended 31^st March 2024, and the comparative figures for the previous year are summarised below:

(Rs. in Lacs)
Particulars	Standalone		Consolidated
	For the year ended 31^st March 2024	For the year ended 31^st March 2023	For the year ended 31^st March 2024	For the year ended 31^st March 2023
Revenue from Operations	1,52,381.53	1,47,166.84	1,54,059.67	1,47,618.09
Other Income	455.46	425.33	411.08	427.28
TOTAL REVENUE	1,52,836.99	1,47,592.17	1,54,470.75	1,48,045.37
Profit Before Depreciation, Interest and Tax (PBDIT)	7,721.01	8,266.12	7,438.11	13,832.19
Depreciation and Interest	2,557.95	1,690.45	3,036.79	4,644.65
PROFIT BEFORE TAX (PBT)	5,163.06	6,575.67	4,401.32	9,187.54
Tax	1,211.54	1,655.55	1214.10	1,682.48
Profit for the Year	3,951.52	4,920.12	3,187.22	7,505.06
Other Comprehensive Income	2.25	(4.60)	2.25	(4.60)
TOTAL INCOME	3,953.77	4,915.52	3,189.47	7,500.46

OPERATIONS AND PERFORMANCE OVERVIEW:

The Indian economy firmly established itself as the fastest growing entity among the major economies, amid global headwinds stifling the momentum of the global growth.

As you are aware that during the year under review, there were several macro-economic uncertainties, as the economy faces severe inflation and disruption in the overall supply chain network. However, the Company dealt with these uncertainties by maintaining a core focus on its stakeholders, marketing strategies, and operational excellence. Also, there has been a significant increase in the cost of smelting, refining along with the cost of utility such as power, fuel, which has further added to the overall cost of production. Bank rates and foreign currency fluctuations have resulted in increased finance Cost during the period under review.

Amidst the abovementioned macro-economic and geopolitical issues, the Company was able to generate revenue from Operations of '' 1,523.81 Crs as against '' 1,471.66 Crs in the previous year and a net profit of '' 39.52 Crs as against '' 49.20 Crs in the previous year.

TRANSFER TO RESERVES:

The Board of Directors have decided to retain the entire amount of profit for Financial Year 2023-24, except an amount of '' 3.95 Crs, which has been transferred to General Reserve as at 31^st March 2024.

MATERIALCHANGES&COMMITMENTSAFFECTINGTHE FINANCIAL POSITION OF THE COMPANY:

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

BUSINESS DEVELOPMENTS PROPOSED

Your Company is expanding its lead production from 1,32,000 metric tonne per annum to 2,04,000 metric tonne per annum in two phases. The first phase will cater to expansion of 36,000 metric tonne per annum in Thervoykandigai Unit in Tamil Nadu which is equipped with cutting-edge automation to improve operational efficiency and lower the carbon footprint, as your company is progressing towards an environment-friendly, sustainable manufacturing practices. The proposed project is expected to commission in the forthcoming financial year.

During the Financial year 2023-24, Your company has completed acquisition of 123 acres of industrial land parcel in Mundra, Gujarat state for ''41.40 Crs. Through this acquisition, POCL will be strategically positioned to better service the Western area and expand its export potential globally. Due to its proximity to the port and the regionâs continued industrialisation and development, it will serve both the domestic and foreign markets.

Your Company marches forward in pursuit of sustainable growth with a clear goal, better plan and principles at core & paving route that leads to circular economy where innovation and sustainability meets.

DIVIDEND:

The Board of Directors in their meeting held on 28^th May 2024 have recommended a Final Dividend at 50% i.e '' 5/-per share [Previous Year: 50%] on Face Value of '' 10/- each for the Financial Year ended 31^st March 2024. The total Dividend outgo amounts to '' 6.51 Crs [Previous Year: '' 5.81 Crs].

TRANSFERTOINVESTOREDUCATION AND PROTECTION FUND (IEPF):a) Transfer of Unclaimed / Unpaid Dividend to IEPF

I n accordance with the provisions of Section 124 of Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has transferred unpaid and unclaimed dividends amounting to '' 1.41 Lacs to the Investor Education and Protection Fund (IEPF) during the Financial Year 2023-24.

b) Transfer of Shares to IEPF

I n accordance with the provisions of Section 124 of Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has transferred 2577 equity shares, in respect of which dividend has not been claimed by the members for seven consecutive years or more, have been transferred by the Company to the Investor Education and Protection Fund Authority (IEPF) during the financial year 202324. Details of shares transferred to IEPF have been uploaded on the website of the Company.

ANNUAL RETURN:

In terms of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, a copy of the annual return in Form MGT-7 is to be placed on the website of the Company. The same is available on the website of the Company https:// pocl.com/annual-returns/

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A robust and efficient corporate governance framework requires an informed and involved Board. The Board makes sure that the Company has well-defined objectives that are in line with the growth and value for the shareholders and ensures protection of interest of all the stakeholders.

In terms of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. K. Kumaravel, Director-Finance is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment and the same has been included in the agenda of the 29^th Annual General Meeting for approval of the Shareholders. During the Financial Year 2023-24, there were no changes in the composition of the Board of Directors and Key Managerial Personnel of the Company.

Pursuant to the recommendations of Nomination and Remuneration Committee and the consent of the Board of Directors, the proposal for re-appointment of Mr. K Kumaravel as Whole-Time Director in the capacity of Director Finance for a period of 3 years with effect from 31^st December 2024 has been placed before the Shareholders in the 29^th Annual General Meeting for their approval.

Brief profile of the Director seeking appointment/re-appointment along with the disclosures required pursuant to provisions of Listing Regulations and the Companies Act, 2013 is given in the Notice of the Annual General Meeting, forming part of the Annual Report.

Pursuant to the recommendations of Nomination and Remuneration Committee, Ms. Shanti Balamurugan has been appointed as an Additional Director in the category of Independent Director of the Company, with effect from 22^nd July 2024, who shall hold office till the conclusion of the ensuing Annual General meeting and her appointment as an Independent Director of the Company has been placed before the Shareholders in the 29^th Annual General Meeting for their approval.

Brief profile of the Director seeking appointment along with the disclosures required pursuant to provisions of Listing Regulations and the Companies Act, 2013 is given in the Notice of the Annual General Meeting, forming part of the Annual Report.

During the year, five (5) meetings of the Board of Directors were held. The particulars of the meetings held and attendance by each Director are detailed in the Corporate Governance Report, which forms a part of this Report. The Company has complied with the applicable Secretarial Standards as issued by the Institute of Company Secretaries of India in compliance with Section 118 (10) of the Companies Act, 2013.

INDEPENDENT DIRECTORS AND FAMILIARISATION PROGRAMME:

Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and are not disqualified to act as Independent Directors.

In compliance with 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external Influence and that they are independent in the management. The Board has adopted a policy on familiarisation programme for Independent Directors of the Company to familiarise the Independent Directors with roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, its business in depth and contribute significantly. The details of familiarisation programme during the Financial Year 2023-24 are available on the website of the Company at https://pocl.com/wp-content/uploads/pdocs/2024/05/ Familiarization-Policy-Updated-2023-24.pdf

KEY MANAGERIAL PERSONNEL:

Mr. Anil Kumar Bansal - Chairman and Whole Time Director, Mr. Ashish Bansal - Managing Director, Mr. K. Kumaravel

- Director Finance & Company Secretary and Mr. B. Vijay

- Chief Financial Officer are the Key Managerial Personnel (KMP) of the Company in terms of provisions of Section 203 of the Companies Act 2013 for the Financial Year ended 31^st March 2024.

BOARD COMMITTEES:

The Board has constituted four Committees, viz. Audit Committee, Corporate Social Responsibility Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee in compliance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations and is authorised to constitute other functional Committees, from time to time, depending on business needs. Details of scope, constitution, terms of reference, number of meetings held during the year under review along with the attendance of the Committee Members and re-constitution therein forms part of the Report on Corporate Governance, which is annexed to this report. Details of the constitution of these Committees is also available on the website of the Company https://www.pocl.com/composition-of-board-and-committees/

BOARD EVALUATION:

As envisaged by the Companies Act, 2013 and the Listing Regulations, the performance evaluation of the Board as a whole, and the Chairman and the Non-independent directors

was carried out by the Independent directors in accordance with the Nomination and Remuneration Policy framed by the Company, which is within the framework of applicable laws and in consideration of the Guidance Note on Board Evaluation dated 05^th January 2017 issued by SEBI.

The purpose of the Boardâs evaluation is to consistently enhance the Companyâs governance at the Boardâs level, involving all parties in a cooperative atmosphere. The evaluation process focused on various aspects of the functioning of the Board and the Committees such as composition of the Board and the Committees, experience and competencies, performance of specific duties and obligations, governance issues, etc. The report on performance evaluation of the Individual Directors was reviewed by the Chairman of the Board and feedback was given to Directors.

Details of performance evaluation of Independent Directors as required under Schedule IV to the Companies Act, 2013 is provided in the Report on Corporate Governance.

The Directors have expressed their satisfaction with the evaluation process and its results.

REMUNERATION POLICY OF THE COMPANY:

In terms of the provisions of Section 178 of the Companies Act, 2013 read with Regulation 19 read with Part D of Schedule II to SEBI Listing Regulations, a policy relating to remuneration of the Directors, Key Managerial Personnel and other employees has been formulated by the Nomination & remuneration Committee and adopted by the Board of Directors thereby analyzing the criteria for determining qualifications, positive attributes and independence of a Director. The said policy is available on the website of the Company at https://pocl.com/ wp-content/uploads/pdocs/2016/02/4-Nomination-and-Remuneration Policy.pdf

The remuneration policy is in consonance with existing industry practice. There has been no change in the policy during the year.

PARTICULARS OF REMUNERATION OF DIRECTORS AND EMPLOYEES:

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as Annexure - I.

excess of the limits set out in the said rules forms part of this Report. Having regard to the provisions of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company.

Any member interested in obtaining such information may address their email to kk@pocl.com.

CONSERVATIONOFENERGY,TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) Conservation of Energy -

(i) Steps taken on conservation of energy:

STPs installed in our plants for conservation of water energy. Water treated from these STPs is used as process water and for horticulture in all of our plants.

The Company continues to use its Focussed energy conservation efforts, effective production scheduling and efficient energy equipment''s by the following measures:

â¢ VFD with feedback system wherever possible in equipment

â¢ Automatic power control panels with hybrid filters for improving power quality

â¢ Replacement of conventional lights with LED lights

â¢ Improving heater control system for lead pots

(ii) Steps taken for utilising alternate source of energy

The Company would explore the possibility of usage of Natural Gas instead of Furnace Oil as a fuel to substantially save the energy cost.

(iii) The capital investment on energy conservation equipment''s

The Company has made sizeable investment in capital equipmentâs mainly energy conservation equipment in all its facilities wherever required.

(B) Technology absorption:

As stated in the previous Annual Report, our Company has partnered with Ace Green Recycling Inc., a Delaware Corporation in the United States, for set up the world''s largest greenhouse gas (GHG) emission-free battery recycling facility in our Andhra Plant (SMD - II). This has gone live in terms of the entire commissioning and being a new technology the Company shall ensure that the commercial production which we realise is concrete, is futuristic which will give us the required

output for the years to come. Currently, it''s at the trial stage of production and in the coming months, the Company would go live with commercial production.

Foreign Exchange Earnings	('' in Lacs)	('' in Lacs)
and Outgo	2023-24	2022-23
Foreign Exchange Earnings	88,936.56	85,988.52
Foreign Exchange Outgo	1,20,920.26	98,836.90

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

Pursuant to the provisions of Section 188 of the Companies Act 2013 and necessary rules framed thereunder, all contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on arms'' length basis. All Related Party Transactions are placed before the Audit Committee for their review and approval. The Audit Committee has provided omnibus approval for transactions which are of repetitive nature and/or entered in the Ordinary Course of business and are at Arm''s Length and the Audit Committee also reviews the transactions periodically on quarterly basis. Accordingly, the disclosure required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is annexed to this Report as Annexure - II.

During the year, the Company had not entered into any contract / arrangement / transaction any person belonging to the Promoter/Promoter group which holds 10% or more shareholding in the listed entity or any other contract / arrangement / transaction which could be considered material in accordance with the policy of the Company on materiality of related party transactions and Listing Regulations.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board may be accessed on the Company''s website at: https://pocl.com/wp-content/uploads/pdocs/2024/05/ Related_Party_Transaction_Policy.pdf

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS:

The details of the loans, investments and guarantees or securities made by the Company under the provision of Section 186 of the Act are given under the Note No. 6 (NonCurrent Investments) of the financial statements forming part of the Annual Report.

DEPOSITS:

During the year, your Company did not accept any deposits under Chapter V of the Companies Act, 2013. The Company

has however received loans from Directors which are not considered under the definition of "Deposits" in accordance with the provisions of Rule 2(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014 and the full details of the Loans is given under Note No. 43 (Related Party Disclosure) forming part of the financial statements.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

As at 31^st March 2024, the Company has not entered into any joint ventures nor did not have any associate Company. The Company has two subsidiaries namely, POCL Future Tech Private Limited and Harsha Exito Engineering Private Limited as on 31^st March 2024.

None of the Companies have ceased to be the Companyâ subsidiary during the year.

PERFORMANCE HIGHLIGHTS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

Financial Statements in respect of each of the subsidiaries shall be available for inspection at the Registered Office of the Company, pursuant to Section 136 of the Companies Act,

2013. The statements are also available on the Companyâs website (https://pod.com/subsidiary-company-financials/) Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules,

2014, a statement containing salient features of the financial statements of subsidiaries is given in Form AOC-1 (enclosed as Annexure - III) and forms integral part of financial statements of the Company. The Audit Committee and the Board reviews the financial statements, significant transactions, investments, working of all subsidiary Companies, and the minutes of unlisted subsidiary Companies are placed before the Board.

CORPORATE SOCIAL RESPONSIBILITY:

The Company has constituted Corporate Social Responsibility Committee with the following Committee Members:

(a) Mr. A Vijay Anand as the Chairman of the Committee,

(b) Mr. Ashish Bansal, Member and

The CSR policy of the Company is available on the Companyâs website https://pocl.com/wp-content/uploads/ pdocs/2021/04/7-CSR_Policy.pdf As part of its initiatives under "Corporate Social Responsibility" (CSR), the Company has contributed funds for the schemes which are detailed in the prescribed format in Annexure - IV of this Report.

SHARE CAPITAL AND STATEMENT PURSUANT TO LISTING AGREEMENT:

The Paid-up Equity Share Capital of the Company as on 31^st March 2024 was '' 12.61/- Crs comprising of 1,26,10,977 equity shares of '' 10/- each.

During the year under review, the Companyâs paid up share capital has been increased by issuing 9,86,197 fully paid up equity shares of '' 10/- each at a premium of '' 497/- per share aggregating to an amount '' 50,00,01,879/- through private placement by way of preferential allotment.

Further, during the year under review, your Company has neither issued any shares with differential voting rights nor granted any stock options or sweat equity. Your Companyâs shares are listed with the BSE Limited and National Stock Exchange of India Limited (NSE). The Company has paid the Annual Listing fees and there are no arrears.

WHISTLE BLOWER POLICY / VIGIL MECHANISM:

POCL has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companyâs Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimisation of employees who avail of the mechanism.

The Vigil Mechanism is supervised by the Audit Committee and the whistle blower has direct access to the Chairman of the Audit Committee. The vigil mechanism and whistle blower policy is available on the Companyâs website at https://pocl.com/wp-content/uploads/pdocs/2021/04/5-Whistle-Blower-Policy.pdf

RISK MANAGEMENT POLICY:

The Board has adopted and implemented a suitable Risk Management Policy for the Company which identifies, assesses and mitigates therein different elements of risk which may threaten the existence of the Company viz. strategic, financial, liquidity, security, regulatory, legal, reputational and other risks. The Board, where appropriate, periodically reviews the significant risks to mitigate the risk exposure. The Risk Management Policy of the Company in terms of provisions of Section 134(3)(n) of the Act read with the Listing Regulations is in place and can be accessed at https://pocl.com/wp-content/uploads/pdocs/2020/09/ Risk-Management-Policy.pdf

SECRETARIAL STANDARDS:

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118 (10) of the Act.

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY :

The Company has Internal Control Systems commensurate with the size, scale and complexity of its operations and such financial controls with reference to the financial statements are adequate. The Board has devised systems, policies, procedures and frameworks for the internal control which includes adherence to companyâs policy, safeguarding assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. Regular internal audits are undertaken to ensure that the highest standards of internal control are maintained. In line with best practices, the Audit Committee and the Board reviews the audit plans, findings and observations made by the internal auditors at its meetings.

The Auditors of the Company have verified the internal financial control systems prevailing in the organisation and confirmed the effectiveness of the same in their report for the Financial Year 2023-24.

MAINTENANCE OF COST RECORDS:

The Company is duly maintaining the cost records as specified by the Central Government under sub-section (!) of section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, such accounts and records are made available for the Cost Auditors of the Company for Audit purposes.

AUDIT COMMITTEE:

All the recommendations of the Audit Committee during the Financial Year 2023-24 have been accepted by the Board of Directors. The details of composition of Audit Committee as required under Section 177 to the Companies Act, 2013 is mentioned in the Report on Corporate Governance as a part of this Annual Report.

AUDITORS AND AUDITORS'' REPORT:Statutory Auditors:

Pursuant to the provisions of Section 139 of the Act and Rules made thereunder, M/s. L. Mukundan & Associates, Chartered Accountants (Firm Registration No. 010283S) were re-appointed as Statutory Auditors of the Company for a term of five consecutive years, to hold office until the conclusion of 32^nd AGM of the Company to be held in the calendar year 2027.

The Report given by M/s. L Mukundan & Associates, Statutory Auditors, on the Financial Statements of the Company for the Financial Year 2023-24 is part of this Report. There are no observations (including any qualifications, reservations,

adverse remarks or disclaimer) of the Auditors in their said Report which call for any explanation/ comment from the Board of Directors.

Cost Auditors:

Pursuant to section 148 of the Companies Act 2013, the Board of Directors on the recommendation of Audit Committee appointed M/s. K. R. Vivekanandan Unni & Associates, Cost Accountants (Firm Registration No: 102179) as the Cost Auditors of the Company for the Financial Year 2023-24 for conducting audit of the cost records maintained by the Company relating to inorganic chemicals and base metals. The Board of Directors, on the recommendation of the Audit Committee has approved a remuneration of '' 40,000/- (Rupees Forty Thousand Only) in addition to the applicable taxes and out of pocket expenses. The requisite resolution for ratification of remuneration of Cost Auditors by members of the Company has been set out in the Notice of the 29^th AGM. The Cost Auditors have certified that their appointment is within the limits of Section 141(3)(g) of the Act and that they are not disqualified from appointment within the meaning of the said Act.

There are no observations (including any qualifications, reservations, adverse remarks or disclaimer) of the Cost Auditors in their Report which call for any explanation/ comment from the Board of Directors.

Secretarial Auditors:

M/s. KSM Associates, Practicing Company Secretaries (Firm Registration No: P2006TN058500), were appointed as the Secretarial auditors of the Company for the Financial Year 2023-24. The Secretarial Audit Report submitted by them for the said financial year in the prescribed Form MR-3 pursuant to the provisions of Section 204 of the Act and Regulation 24A(1) of the Listing Regulations is annexed as Annexure - V to this Report. The Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimers.

Internal Auditors:

M/s. Kalyanasundaram & Associates, Chartered Accountants (Firm Registration No: 005455S) were appointed as the Internal Auditors of the Company. Their scope of work includes review of operational efficiency, effectiveness of systems & processes, compliances and assessing the internal control strengths in all areas. Internal Auditors findings are discussed and suitable corrective actions are taken as per the directions of Audit Committee as on-going basis to improve efficiency in operations. During the financial year 2023-24, no fraud was reported by the Internal Auditor of the Company in their Audit Report.

REPORTING OF FRAUD(S) BY THE AUDITORS:

During the Financial Year 2023-24, the Statutory Auditors, Cost Auditors, Secretarial Auditors or Internal Auditors have not reported any fraud to the Audit Committee under Section 143(12) of the Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(3) of the Listing Regulations, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

DISCLOSURE UNDER THE SEXUAL HARASSMENT AT WORKPLACE:

Your Company has an Anti-Sexual Harassment Policy in place in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''POSH Actâ). Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment at workplace of any employee. All employees of the Company are covered under this policy. During the year, there were no complaints received pursuant to the provisions of the POSH Act.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 134 of the Companies Act, 2013, with respect to Directorsâ responsibility statement it is hereby confirmed:

1. That in the preparation of the annual accounts applicable accounting standards has been followed and there is no material departure from the same;

2. That the Directors selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year i.e., 31^st March 2024 and of the profit of the Company for that period;

3. That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the Companyâs assets and for preventing and detecting fraud and other irregularities;

4. That they had prepared the annual accounts on a going concern basis;

5. That they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

6. That they had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

AWARDS AND RECOGNITION:

During the year, the Company was conferred with the prestigious ''Star Performer award at National level for export excellence for the years 2019-20 and 2020-21 in the Nonferrous metals product category by EEPC India. Also, during the year, the Company was bestowed with IMS certification by BSI in recognition of the Companyâs commitment to continuously improve the quality, environmental, occupational, health, and safety management system performance, and for complying with applicable legal and contractual requirements while adopting best technology in project execution.

CREDIT RATING:

Your Company enjoys a sound reputation for its prudent financial management and its ability to meet financial obligations. CRISIL Ratings, has reaffirmed the Companyâs long-term rating to "CRISIL A-/Stableâ.

ANY APPLICATION MADE OR PROCEEDING PENDING UNDERTHEINSOLVENCYANDBANKRUPTCYCODE, 2016 DURINGTHE FINANCIAL YEAR ENDED 31^st MARCH2024:

There was no such direct application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) in respect of the Company during the financial year ended 31^st March 2024.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENTANDTHEVALUATIONDONEWHILETAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS:

There were no such instances of One-time Settlement with any Bank or Financial Institutions during the Financial Year ended 31^st March 2024.

ACKNOWLEDGEMENT:

Your directors place on record their gratitude to the Central Government, State Governments and Companyâs Bankers for the assistance, co-operation and encouragement they extended to the Company. Your directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.

Mar 31, 2023

Your Directors are pleased to present herewith the 28th Annual Report on the Operations of your Company along with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended March 31,2023 together with Auditorsâ Report thereon.

FINANCIAL HIGHLIGHTS:

The Companyâs financial performance for the year ended March 31,2023, and the comparative figures for the previous year are summarised below:

('' in Lakhs)
	Standalone		Consolidated
Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022	For the year ended March 31, 2023
Revenue from Operations	1,47,166.84	1,45,480.10	1,47,618.09
Other Income	425.33	463.17	427.28
TOTAL REVENUE	1,47,592.17	1,45,943.27	1,48,045.37
Profit Before Depreciation, Interest and Tax (PBDIT)	8,266.12	8,178.63	11,037.74
Depreciation and Interest	1,690.45	1,742.98	1,793.42
PROFIT BEFORE TAX (PBT)	6,575.67	6,435.65	9,244.32
Tax	1,655.55	1,610.89	1,682.48
Profit for the Year	4,920.12	4,824.76	7,561.84
Other Comprehensive Income	(4.60)	11.27	(4.60)
TOTAL INCOME	4,915.52	4,836.03	7,557.24

The Comparison on Consolidated Financial highlights of the Company is not presented in the above table as the Companyâs Wholly Owned Subsidiaries namely, M/s. POCL Future Tech Private Limited and M/s. Harsha Exito Engineering Private Limited were incorporated and acquired, respectively, during the financial year 2022-23.

OPERATIONS AND PERFORMANCE OVERVIEW:

As you are aware that during the year under review, there were several macro-economic uncertainties, as the economy faces severe inflation, disruption in the overall supply chain network. However, the Company dealt with these uncertainties by continuing to focus on operational excellence, marketing strategies, and keeping its Stakeholders at the core of it. Also, there has been a significant increase in the cost of smelting, refining along with the cost of utility such as power, fuel, which has further added to the overall cost of production. Despite the abovementioned macro-economic and geopolitical issues, the Company was able to maintain a slightly higher margin with a net profit of '' 49.20 Crore as against '' 48.25 Crore in the previous year. On the similar note, the Companyâs revenue from Operations was '' 1,471.66 Crore as against '' 1,454.80 Crore in the previous year.

TRANSFER TO RESERVES:

The Board of Directors have decided to retain the entire amount of profit for Financial Year 2022-23, except an amount of '' 4.90 Crore, which has been transferred to General Reserve as at March 31,2023.

MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

BUSINESS DEVELOPMENTS PROPOSED

During the Financial year 2022-23, Your company has recognised an opportunity to recycle Aluminum and has set up Aluminum Recycling / Melting Facility at our existing premises located in Sriperumbudur, Tamil Nadu with a view to enhance the portfolio of other non-ferrous metals apart from Lead and Copper. The Company has completed the installation of Plant and Machineries and obtained the necessary regulatory approvals and commenced its commercial production on December 14, 2022.

Further, on March 6, 2023, the Equity Shares of the Company was listed and traded in National Stock Exchange of India Limited (NSE) under Capital Market Segment vide NSE Circular Ref no. 0268/2023 in addition to the existing listing of Equity Shares of the Company in BSE.

Also, during the FY 2022-23, the Company had acquired two subsidiaries and the details of the same mentioned in this Boardâs Report under the heading âSubsidiaries, Associates and Joint Venture Companies"

Your Company is constantly striving to emphasise Circular Economy and the importance of Environmental Responsibility and will continue to introduce more environment friendly projects and further contribute to circular economy.

DIVIDEND:

The Board of Directors in their meeting held on May 29, 2023 have recommended a Final Dividend at 50% i.e. '' 5/- per share [Previous Year: 50%] on Face Value of '' 10/- each for the Financial Year ended March 31,2023. The total Dividend outgo amounts to '' 5.81 Crore [Previous Year: '' 2.91 Crore].

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

a) Transfer of Unclaimed / Unpaid Dividend to IEPF

In accordance with the provisions of Section 124 of Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has transferred unpaid and unclaimed dividends amounting to '' 1.38 Lakhs to the Investor Education and Protection Fund (IEPF) during the Financial Year 2022-23.

b) Transfer of Shares to IEPF

In accordance with the provisions of Section 124 of Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has transferred 755 equity shares, in respect of which dividend has not been claimed by the members for seven consecutive years or more, have been transferred by the Company to the Investor Education and Protection Fund Authority (IEPF) during the financial year 2022-23. Details of shares transferred to IEPF have been uploaded on the website of the Company.

ANNUAL RETURN:

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In terms of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Anil Kumar Bansal, Chairman and Whole-time Director, who has been longest in the office is liable to retire by rotation at the ensuing

Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment and the same has been included in the agenda of the 28th Annual General Meeting for approval of the Shareholders. During the Financial Year 2022-23, the following were the changes in the composition of the Board of Directors and Key Managerial Personnel of the Company:

(a) As informed in the previous Annual Report, Mr. K Kumaravel who had been appointed as an Additional Director has been regularised by the Shareholders in the 27th Annual General Meeting dated September 21, 2022.

(b) Pursuant to the recommendation of Nomination & Remuneration Committee, the Board of Directors in its Meeting held on August 10, 2022 approved the appointment of Mr. B Vijay as the Chief Financial Officer and Key Managerial Personnel of the Company with effect from August 10, 2022 in place of Mrs. Usha Sankar, who retired from the services of the Company due to Superannuation.

Pursuant to the recommendations of Nomination and Remuneration Committee and the consent of the Board of Directors, the proposal for re-appointment of Mr. Ashish Bansal, Managing Director and Mr. Anil Kumar Bansal, Chairman and Whole-time Director for a period of 3 years with effect from April 1, 2024 has been placed before the Shareholders in the 28th Annual General Meeting for their approval.

Brief profile of the Directors seeking appointment/re-appointment along with the disclosures required pursuant to provisions of Listing Regulations and the Companies Act, 2013 are given in the Notice of the Annual General Meeting, forming part of the Annual Report.

During the year, four (4) meetings of the Board of Directors were held. The particulars of the meetings held and attendance by each Director are detailed in the Corporate Governance Report, which forms a part of this Report. The Company has complied with the applicable Secretarial Standards as issued by the Institute of Company Secretaries of India in compliance with Section 118 (10) of the Companies Act, 2013.

INDEPENDENT DIRECTORS AND FAMILIARISATION PROGRAMME:

In terms of the provisions of Section 149(7) of the Companies Act, 2013, all the Independent Directors of the Company have furnished a declaration to the Company stating that they fulfill the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and are not disqualified to act as Independent Directors.

In compliance with Regulation 16(1 )(b) and 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Board has adopted a policy on familiarisation programme for Independent Directors of the Company. The policy familiarises the Independent Directors with the nature of industry in which the Company operates, business model of the Company, their roles, rights and responsibilities in the Company.

The details of familiarisation programme during the Financial Year 2022-23 are available on the website of the Company at https://www.pocl.com/wp-content/uploads/2023/03/ Details-of-Familiarisation-programme-imparted-to-independent-directors.pdf

KEY MANAGERIAL PERSONNEL:

Mr. Anil Kumar Bansal - Chairman and Whole Time Director, Mr. Ashish Bansal - Managing Director, Mr. K. Kumaravel -Director Finance & Company Secretary and Mr. B. Vijay - Chief Financial Officer are the Key Managerial Personnel (KMP) of the Company in terms of provisions of Section 203 of the Companies Act 2013 for the Financial Year ended March 31, 2023.

As informed in the previous Annual Report, in the Board Meeting held on August 10, 2022, Mr. Vijay Balakrishnan was appointed as Chief Financial Officer of the Company in place of Mrs. Usha Sankar who retired from services due to superannuation.

BOARD COMMITTEES:

The Company has constituted various Committees of the Board in compliance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations. Details of scope, constitution, terms of reference, number of meetings held during the year under review along with the attendance of the Committee Members and re-constitution therein forms part of the Report on Corporate Governance, which is annexed to this report. Details of the constitution of these Committees is also available on the website of the Company https://www. pocl.com/composition-of-board-and-committees/

BOARD EVALUATION:

As required under the Companies Act, 2013 and the Listing Regulations, an annual performance evaluation of the Board is undertaken where the Board formally assesses its own performance with an aim to improve the effectiveness of the Board and the Committees. The Company has devised a policy for performance evaluation of the Board, its Committees and Directors which include criteria for performance evaluation of Non-executive and Executive Directors.

The Company carried out the evaluation process internally which included the evaluation of the Board as a whole, its Committees and Peer evaluation of the Directors. The evaluation process focused on various aspects of the functioning of the Board and the Committees such as composition of the Board and the Committees, experience and competencies, performance of specific duties and obligations, governance issues, etc. The report on performance evaluation of the Individual Directors was reviewed by the Chairman of the Board and feedback was given to Directors.

Details of performance evaluation of Independent Directors as required under Schedule IV to the Companies Act, 2013 is provided in the Report on Corporate Governance.

The Directors have expressed their satisfaction with the evaluation process and its results.

REMUNERATION POLICY OF THE COMPANY:

In terms of the provisions of Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI Listing Regulations, a policy relating to remuneration of the Directors, Key Managerial Personnel and other employees has been adopted by the Board of Directors thereby analyzing the criteria for determining qualifications, positive attributes and independence of a Director. The said policy is available on the website of the Company at https://pocl.com/wp-content/ uploads/2016/02/4-Nomination-and-Remuneration-Policy. pdf

There has been no change in the policy since the last financial year.

PARTICULARS OF REMUNERATION OF DIRECTORS AND EMPLOYEES:

In terms of 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, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report. Having regard to the provisions of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company.

Any member interested in obtaining such information may address their email to kk@pocl.com.

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

(A) Conservation of Energy -

(i) Steps taken on conservation of energy:

The Company continues to use its focused energy conservation efforts, effective production scheduling and efficient energy equipment''s by the following measures:

â¢ VFD with feedback system wherever possible in equipment

â¢ Automatic power control panels with hybrid filters for improving power quality

â¢ Replacement of conventional lights with LED lights

â¢ Improving heater control system for lead pots

(ii) Steps taken for utilising alternate source of energy

The company would explore the possibility of usage of Gas instead of Furnace Oil as a fuel to substantially save the energy cost.

(iii) The capital investment on energy conservation equipment''s

The company has made sizeable investment in capital equipment''s mainly energy conservation equipment in all its facilities wherever required.

(B) Technology absorption:

As stated in the previous Annual Report, our Company has partnered with Ace Green Recycling Inc., a Delaware Corporation in the United States, for set up the worldâs largest greenhouse gas (GHG) emission-free battery recycling facility in our Andhra Plant (SMD - II). This has gone live in terms of the entire commissioning and being a new technology the company shall ensure that the commercial production which we realise is concrete, is futuristic which will give us the required output for the years to come. Currently, it''s at the trial stage of production and in the coming months, the company would go live with commercial production.

(C) Foreign Exchange Earnings and Outgo:
Foreign Exchange Earnings	('' in Lakhs)	('' in Lakhs)
and Outgo	2022-23	2021-22
Foreign Exchange Earnings	98,836.90	81,286.16
Foreign Exchange Outgo	85,988.52	95,656.40

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

Pursuant to the provisions of Section 188 of the Companies Act 2013 and necessary rules framed thereunder, all

contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on arms'' length basis. All Related Party Transactions are placed before the Audit Committee for their review and approval. The Audit Committee has provided omnibus approval for transactions which are of repetitive nature and/or entered in the Ordinary Course of business and are at Arm''s Length and the Audit Committee also reviews the transactions periodically on quarterly basis. Accordingly, the disclosure required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is annexed to this Report as Annexure - II.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS:

DEPOSITS:

During the year, your Company did not accept any deposits under Chapter V of the Companies Act, 2013. The Company has however received loans from Directors namely Mr. Anil Kumar Bansal and Mr. Ashish Bansal of '' 368.00 Lakhs and '' 199.00 Lakhs respectively, which are not considered under the definition of "Deposits" in accordance with the provisions of Rule 2(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014 and the full details of the Loans is given under Note No. 44 (Related Party Disclosure) forming part of the financial statements.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

As at March 31,2023, the Company has not entered into any joint ventures nor did not have any associate Company. As informed in the previous Annual Report, During the Financial Year 2022-23, the Company had incorporated a subsidiary Company on May 27, 2022 in the name âPOCL Future

Tech Private Limited" bearing Corporate Identity Number: U37200TN2022PTC152661 with the object of entering into the business segment of Plastics, E-waste, Lithium-ion, Rubber, Paper and other forms of forward-looking recycling businesses. Later, On September 30, 2022, it became the Wholly owned subsidiary of the Company.

Further, during the financial year 2022-23, the Company has acquired M/s. Harsha Exito Engineering Private Limited vide Honâble National Company Law Tribunal (NCLT) Order IA/248/ CHE/2022 dated January 12, 2023 through successful Corporate Insolvency Resolution Process (CIRP). Post this acquisition, the management of POCL is planning to carry out complete re-assessment of the existing business of Glass Manufacturing and in addition to that planning to Recycle various non-ferrous metals, and Plastics to effectively utilise the available infrastructure facilities in the unit.

None of the Companies ceased to be Subsidiaries during the year.

PERFORMANCE HIGHLIGHTS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

Financial Statements in respect of each of the subsidiaries shall be available for inspection at the Registered Office of the Company.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of subsidiaries is given in Form AOC-1 (enclosed as Annexure - III) and forms integral part of financial statements of the Company.

CORPORATE SOCIAL RESPONSIBILITY:

The Company has constituted Corporate Social Responsibility Committee with the following Committee Members:

(a) Mr. A Vijay Anand as the Chairman of the Committee,

(b) Mr. Ashish Bansal, Member and

The CSR policy of the Company is available on the Companyâs website https://pocl.com/wp-content/uploads/2021/04/7-CSR_Policy.pdf

As part of its initiatives under "Corporate Social Responsibility" (CSR), the company has contributed funds for the schemes which are detailed in the prescribed format in Annexure IV of this Report.

SHARE CAPITAL AND STATEMENT PURSUANT TO LISTING AGREEMENT:

The Paid-up Equity Share Capital of the Company as on March 31, 2023 was '' 11.62/- Crore comprising of 1,16,24,780 equity shares of '' 10/- each.

As informed in the previous Annual Report, at the Board of Directors meeting held on August 10, 2022, has recommended issue of bonus shares subject to the approval of Shareholders at the forthcoming 27th Annual General Meeting. The Bonus Shares were approved by the Members in the 27th AGM and were issued in the ratio of 1:1. Therefore, the post-paid-up equity share capital of the Company has increased to '' 1,16,24,780/- Equity Shares of '' 10/- each.

During the year under review, your Company has neither issued any shares with differential voting rights nor granted any stock options or sweat equity. Your Companyâs shares are listed with the BSE Limited and National Stock Exchange of India Limited (NSE). The Company has paid the Annual Listing fees and there are no arrears.

WHISTLE BLOWER POLICY / VIGIL MECHANISM:

POCL has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companyâs Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimisation of employees who avail of the mechanism.

RISK MANAGEMENT POLICY:

The Board has adopted and implemented a suitable Risk Management Policy for the company which identifies, assesses and mitigates therein different elements of risk which may threaten the existence of the company viz. strategic, financial, liquidity, security, regulatory, legal, reputational and other risks.

SECRETARIAL STANDARDS:

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY :

of the accounting records and timely preparation of reliable financial information. In line with best practices, the Audit Committee and the Board reviews these internal control systems to ensure they remain effective and are achieving their intended purpose.

MAINTENANCE OF COST RECORDS:

AUDIT COMMITTEE:

All the recommendations of the Audit Committee during the Financial Year 2022-23 have been accepted by the Board of Directors. The details of composition of Audit Committee as required under Section 177 to the Companies Act, 2013 is mentioned in the Report on Corporate Governance (as a part of this Annual Report).

AUDITORS AND AUDITORS'' REPORT:

Statutory Auditors:

The Report given by M/s. L Mukundan & Associates, Statutory Auditors, on the Financial Statements of the Company for the Financial Year 2022-23 is part of this Report. There are no qualifications, reservations, adverse remarks or disclaimers given by the Auditors in their said Report.

Cost Auditors:

M/s. K. R. Vivekanandan Unni & Associates, Cost Accountants (having Firm Registration Number: 102179) were appointed as the Cost Auditors of the Company for the Financial Year 2022-23 for conducting audit of the cost accounts maintained by the Company relating to inorganic chemicals and base metals.

The Board of Directors, on the recommendation of the Audit Committee has approved a remuneration of '' 40,000/-(Rupees Forty Thousand Only) in addition to the applicable taxes and out of pocket expenses. As per the provisions of Section 148 of the Companies Act, 2013, the remuneration of the Cost Auditors is required to be ratified by the shareholders of the Company.

In respect of the cost audit for FY 2021-22 which was duly submitted in the Financial Year 2022-23, the Cost Audit Report does not contain any qualification, reservation or adverse remark.

A resolution seeking Shareholders ratification for the remuneration payable to the Cost Auditor forms part of the Notice of this 28th Annual General Meeting and the same is recommended for your consideration and ratification.

Secretarial Auditors:

The Board had appointed M/s. KSM Associates, Practicing Company Secretaries (Firm Registration No: P2006TN058500), to conduct Secretarial Audit for the Financial Year 2022-23. The Secretarial Audit Report is annexed herewith marked as Annexure - V to this Report. The Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimers.

REPORTING OF FRAUD(S) BY THE AUDITORS:

During the Financial Year 2022-23, the Statutory Auditors, Cost Auditors or Secretarial Auditors have not reported any fraud to the Audit Committee under Section 143(12) of the Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

CORPORATE GOVERNANCE:

DISCLOSURE UNDER THE SEXUAL HARASSMENT AT WORKPLACE:

The Company has in place an Anti Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''POSH Actâ). Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees of the Company are covered under this policy. During the year, there were no complaints received pursuant to the provisions of the POSH Act.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 134 of the Companies Act,

2013, with respect to Directors'' responsibility statement it is

hereby confirmed that:

1. i n the preparation of the annual accounts applicable accounting standards has been followed and there is no material departure from the same;

2. the Directors selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year i.e., March 31,2023 and of the profit of the Company for that period;

3. 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 Companyâs assets and for preventing and detecting fraud and other irregularities;

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

5. 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

6. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

AWARDS AND RECOGNITION:

During the year, Mr. Ashish Bansal, Managing Director

received an award on behalf of the Company with the

Certificate of recognition as "Three Star Export House" from Director General of Foreign Trade, Ministry of Commerce & Industry, Govt. of India based on an exceptional performance in international trade and successful achievement of desired export performance.

ANY APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE FINANCIAL YEAR ENDED 31 ST MARCH 2023:

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:

There were no such instances of One-time Settlement with any Bank or Financial Institutions during the Financial Year ended March 31,2023.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to place on record their sincere appreciation for the continued trust and confidence reposed in the Company by the bankers, business associates, regulatory authorities, customers, dealers, vendors, shareholders and other stakeholders. Your Directors recognise and appreciate the services rendered by the officers, staff and employees of the Company at all levels for their dedicated efforts to improve the performance of the Company.

For and on behalf of the Board of Directors

Anil Kumar Bansal Ashish Bansal

Date: August 1 1,2023 Place: Chennai

Chairman & Whole-Time Director Managing Director

DIN: 00232223 DIN: 01543967

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting the 23^rd Annual Report on the Operations of your Company along with the Audited financial statements for the financial year ended March 31, 2018 together with Auditorsâ Report thereon.

FINANCIAL HIGHLIGHTS

The Companyâs financial performance for the year ended March 31, 2018 and the comparative figures for the previous year are summarized below:

(Rs. in Lakhs)

	For the year ended March 31, 2018	For the year ended March 31, 2017
Revenue from Operations (including Excise Duty*)	95,563.34	81,733.30
Other income	263.55	118.14
TOTALREVENUE	95,826.89	81,851.44
Profit Before Depreciation, Interest and Tax (PBDIT)	5,951.86	5,465.94
Depreciation and Interest	1,554.55	1,280.19
Profit Before Tax and Exceptional items	4,397.31	4,185.75
Exceptional items	-	263.07
PROFIT BEFORE TAX (PBT)	4,397.31	4,448.82
Tax	1,479.38	1,619.28
Profit for the year	2,917.93	2,829.54
Other comprehensive income	11.91	4.28
TOTAL COMPREHENSIVE INCOME	2,929.84	2,833.82

*According to the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, revenue for the year ended March 31, 2017 was reported inclusive of Excise Duty. Goods and Services Tax (âGSTâ) has been implemented with effect from July 1, 2017 which replaces the Excise Duty and other input taxes. This change has resulted in an increase in total revenue and total expenses for the year ended March 31, 2018 by Rs.1,588.15 Lakhs (Previous year Rs.5,839.21 Lakhs). As per Ind AS 18, Revenue for the year ended March 31, 2018 is reported net of GST.

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which this financial statement relates and the date of this report. There has been no change in the nature of business of the Company.

PERFORMANCE OVERVIEW

Your Company delivered outstanding performance during the year in the challenging economic environment. The highlights of the Companyâs performance for the year ended March 31, 2018 are as under-

- The total net sales of the Company increased by 24% to Rs.93,975.19 lakhs (PY Net Sales: Rs.75,894.09 lakhs)

- Exports increased by 61% to Rs.44,250.24 lakhs for the year 2017-18 from Rs.27,408.37 lakhs in the previous year.

- PBDIT increased by 9% to Rs.5,951.86 lakhs. (PY Rs.5,465.94 lakhs)

- Profit Before Tax and Exceptional Items increased by 5% to Rs.4,397 lakhs (PY Rs.4,186 lakhs)

- Net profit before Exceptional items for the year increased by 14% to Rs.2,917.93 lakhs. (PY Rs.2, 566.47 lakhs)

DIVIDEND

Your Directors are pleased to recommend a Final Dividend of Rs. 3.00 (i.e. 30%) per equity share of Rs.10/- each for the financial year ended March 31, 2018. The Dividend, subject to the approval of the Shareholders at the Annual General Meeting to be held on September 22, 2018 will be paid to the members whose name appears in the Register of Members as on September 14, 2018

The total cash flow on account of dividend, including the Dividend Distribution Tax will be Rs.201. 00 lakhs. Further, the Company has transferred Rs.270.00 lakhs to the General Reserve.

UNPAID/ UNCLAIMED DIVIDEND

In accordance with the provisions of Section 125 of Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has transferred unpaid and unclaimed dividends amounting to Rs.1.56 Lakhs to the Investor Education and Protection Fund during the year.

EXTRACT OF ANNUAL RETURN

An extract of Annual Return pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 in the prescribed Form MGT 9 is provided as Annexure - I to this report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and Articles of Association of the Company, Mr. Anil Kumar Bansal retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. The Board of Directors on recommendation of Nomination and Remuneration Committee recommends his reappointment.

The term of office of Mr. Anilkumar Sachdev, as an Independent Director, expires on March 31, 2019. The Board of Directors, on recommendation of Nomination and Remuneration Committee has recommended re-appointment of Mr. Anilkumar Sachdev as an Independent Director of the Company for a second term of 5 (five) consecutive years on the expiry of his current term of office.

Mr. G. P. Venkateswaran, Independent Director, will be attaining the age of 75 years during the month of June, 2018. In view of recent amendment in the Listing Regulations, effective from April 1, 2019, the Company seeks modification in appointment of Mr. G.P. Venkateswaran for continuing his existing term of office as an Independent Director, after attaining 75 years of age.

Brief profiles of Mr. Anil Kumar Bansal, Mr. Anilkumar Sachdev and Mr. G. P. Venkateswaran along with the disclosures required pursuant to provisions of Listing Regulations and the Companies Act, 2013 are given in the Notice of the Annual General Meeting, forming part of the Annual Report.

The Company has received declaration from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under the Act and Listing Regulations.

The policy on Directorsâ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for key managerial personnel and other employees, is provided as Annexure- II

BOARD EVALUATION

As required under the Companies Act, 2013 and the Listing Regulations, an annual performance evaluation of the Board is undertaken where the Board formally assesses its own performance with an aim to improve the effectiveness of the Board and the Committees. The Company has devised a policy for performance evaluation of the Board, Committees and Directors which include criteria for performance evaluation of Non-executive and Executive Directors.

The Company carried out the evaluation process internally which included the evaluation of the Board as a whole, Board Committees and Peer evaluation of the Directors. The evaluation process focused on various aspects of the functioning of the Board and Committees such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues, etc. The report on performance evaluation of the Individual Directors was reviewed by the Chairman of the Board and feedback was given to Directors.

PARTICULARS OF REMUNERATION OF DIRECTORS AND EMPLOYEES

The details pertaining to remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided as Annexure - III to this Report.

In accordance with provisions of Rule 5(2) and Rule 5 (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement showing names and other particulars of the top ten employees is annexed to the Directorsâ Report as Annexure- IV. There are no employees drawing remuneration in excess of the limits prescribed under Rule 5(2) and Rule 5 (3) of the said rules.

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

(A) Conservation of Energy

(i) Steps taken on conservation of energy:

Energy Conservation measures taken:

All efforts for saving energy are being pursued by your company and the major measures taken during the year are:

- The Company replaced belt drive with gear drive, which resulted in reduction in number of hours for each batch, thereby saving 30% of power consumption in refining process.

- The Company replaced the MS Melting Pot with Graphite Crucible that resulted in reduction in furnace oil consumption by 15% in the Zinc Melting Process.

(ii) Steps taken for utilizing alternate source of energy

The company is exploring the possibility of usage of Gas instead of Diesel as a fuel to substantially save the energy cost.

(iii) The capital investment on energy conservation equipments

The company has made sizeable investment in capital equipments mainly energy conservation equipment in its new Zinc Oxide Plant and in existing Smelting plants during the year.

(B) Technology absorption

The Company has not absorbed any new technology during the year under review. However, the Company continued to improve the quality of products through its normal research and development system and improved the quality of the product and reduced the cost of production.

Foreign Exchange Earnings-	(Rs. in Lakhs)
1. Export Earnings	44,250.24
Foreign Exchange Outgo-
1. Raw Materials	83,004.53
2. Capital Goods	38.66
3. Membership fee	2.92
4. Travelling	3.05
5. Commission	35.27

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an armsâ length basis. All Related Party Transactions are placed before the Audit Committee for review and approval. The Audit Committee has provided omnibus approval for transactions which are of repetitive nature and/or entered in the Ordinary Course of business and are at Armâs Length and periodically review the transactions on quarterly basis.

During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions and Listing Regulations.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board may be accessed on the Companyâs website at: http://pocl.co.in/policies/Related-Party-Transaction.pdf

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS

The Company has not given any loans or provided guarantees or securities to any other body corporates as envisaged under Section 186 of the Companies Act, 2013 during the year 2017-18. The details of the investments made by the Company are given under the Note No. 7 forming part of the financial statements.

DEPOSITS

During the year, your Company did not accept any deposits under Chapter V of the Companies Act, 2013. The Company has however received loans from Directors and in accordance with the provisions of Rule 2(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, the details of the loan received is given under Note 51 of the Notes forming part of the financial statements.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company does not have any subsidiary or associate Company. The Company is also not a subsidiary of any other Company. As at March 31, 2018, the Company has not entered into any joint ventures.

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted Corporate Social Responsibility Committee with Mr. Anilkumar Sachdev as the Chairman of the Committee and Mr. Ashish Bansal and Dr. Shoba Ramakrishnan as Members of the Committee. The CSR policy of the Company is available on the Companyâs website http://pocl.co.in/policies/CSR Policy.pdf As part of its initiatives under âCorporate Social Responsibilityâ (CSR), the company has contributed funds for the following schemes-

1. Provision of health care service by sponsoring the treatment of Poor and Underprivileged.

2. Empowering women by providing livelihood to the Widow and Single women who have been abandoned by the family.

3. Providing education.

Detailed Report on CSR activities in the prescribed format are attached in Annexure V.

AUDIT COMMITTEE AND VIGIL MECHANISM

The Company has constituted Audit Committee comprising of Three (3) Independent Directors namely, Mr. Anilkumar Sachdev, Mr. G.P.Venkateswaran and Dr. Shoba Ramakrishnan. During the year all the recommendations made by the Audit Committee were accepted by the Board.

POCL has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companyâs Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism.

RISK MANAGEMENT POLICY

The Board has adopted and implemented a suitable Risk Management Policy for the company which identifies therein different elements of risk which may threaten the existence of the company.

INTERNAL FINANCIAL CONTROLS

The Company has Internal Control Systems commensurate with the size, scale and complexity of its operations. The Board has devised systems, policies, procedures and frameworks for the internal control which includes adherence to companyâs policy, safeguarding assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. In line with best practices, the Audit Committee and the Board reviews these internal control systems to ensure they remain effective and are achieving their intended purpose.

The Auditors of the Company have verified the internal financial control systems prevailing in the organization and confirmed the effectiveness of the same in their report during the year 2017-18.

AUDITORS AND AUDITORSâ REPORT

Statutory Auditors

M/s. L. Mukundan and Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company, for a term of 5 (five) consecutive years, at the 22^nd Annual General Meeting held on September 27, 2017. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Report given by the Auditors on the financial statement of the Company is part of this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. No fraud has been reported by the Auditors to the Audit Committee or the Board.

Cost Auditor

The Board has, on recommendation of Audit Committee, appointed M/s. Vivekanandan Unni & Associates, Cost Accountants (having Firm Registration No: 00085) as Cost Auditor of the Company to audit the cost records for the financial year 2017-18 at a remuneration of '' 30,000 (plus applicable taxes and reimbursement of out of pocket expenses, if any).

Secretarial Audit

The Board had appointed KSM Associates, Practising Company Secretaries, to conduct Secretarial Audit for the FY 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure VI to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

RECLASSIFICATION OF PROMOTERS

During the year, the BSE Limited approved the reclassification of Promoters under the provisions of Regulation 31A of the Listing Regulations. Accordingly, Mr. Sagar Bansal, Mr. Harsh Bansal, Ms. Vandana Bansal, Mr. Sunil Kumar Bansal, Mr. Devakar Bansal, Ms. Neelam Bansal, Mr. Padam C Bansal and Ardee Industries Private Limited, holding together 2,67,599 equity shares representing 4.80% of the shareholding were reclassified as Public vide the Exchange order dated October 9, 2017, as they were not taking part in the management of the Company. Mr. Ashish Bansal, Mr. Anil Kumar Bansal, Ms. Manju Bansal, Mr. R.P.Bansal, Ms. Saroj Bansal, Mr. Pawankumar Bansal, Ms. Charu Bansal and Ms. Megha Choudhari continue to be the promoters of the Company.

The decrease in promoterâs shareholding and subsequent increase in the public shareholding during the quarter ended September 30, 2017 vs December 31, 2017 was only due to reclassification of promoters and not due to any Exit of Promoters by way of sale or otherwise from the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the SEBI. The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

DISCLOSURE UNDER THE SEXUAL HARASSMENT AT WORK PLACE

The Company has in place an Anti Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 (âPOSH Actâ). Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees of the Company are covered under this policy.

During the year, there were no complaints received pursuant to the provisions of the POSH Act.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 134 of the Companies Act, 2013, with respect to Directorsâ responsibility statement it is hereby confirmed that:

1. in the preparation of the annual accounts applicable accounting standards has been followed and there is no material departure from the same;

2. the Directors selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year i.e., March 31, 2018 and of the profit of the Company for that period;

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

5. 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

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

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their sincere appreciation for the continued trust and confidence reposed in the Company by the bankers, business associates, regulatory authorities, customers, dealers, vendors and shareholders. Your Directors recognize and appreciate the services rendered by the officers, staff and employees of the Company at all levels for their dedicated efforts to improve the performance of the Company.

For and on behalf of the Board of Directors

Pondy Oxides and Chemicals Limited

Anil Kumar Bansal Ashish Bansal

Date : 24.05.2018 Chairman Managing Director

Place : Chennai DIN: 00232223 DIN: 01543967

Mar 31, 2016

Dear Shareholders,

The Directors have pleasure in presenting the 21^st Annual Report on your business and operation together with the Audited Financial Statements for the year ended March 31, 2016.

FINANCIAL HIGHLIGHTS

The Companyâs financial performance for the year ended March 31, 2016 is summarized below:

PARAMETERS	2015-16 Rs. in Lacs	2014-15 Rs. in Lacs
Operational Income	46,467.46	37,296.10
Other Income	108.05	207.26
EBIDAT	2,746.59	1,908.73
Interest and Financial Charges	757.60	698.62
Depreciation & Amortization	388.59	239.56
Profit before taxation	1,600.40	970.55
Provision for taxes including deferred tax	587.67	299.52
Net Profit for the year	1,012.73	671.03

PERFORMANCE OVERVIEW

The highlights of the Companyâs performance are as under:

- The Company achieved highest turnover and profit for the financial year 2015-16 from the date of inception of the company.

- The adjusted revenue from Smelter Division - I of the company increased from Rs. 36,227 Lacs to Rs. 43,389 Lacs showing a growth of 20% in turnover over the previous year.

- Profit before tax (PBT) for the year was Rs. 1,600.40 Lacs against Rs. 970.55 Lacs for the previous year and Profit after tax (PAT) for the year was Rs. 1,012.73 Lacs against Rs. 671.03 Lacs for the previous year.

- Profit after tax has registered an impressive growth of 51%

MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes affecting the financial position of the Company subsequent to the end of the financial year of the Company till the date of this report.

PARTICULARS OF SUBSIDIARY COMPANY, ASSOCIATE COMPANY AND JOINT VENTURE COMPANY

The Company is neither a holding company of any other company nor it is a subsidiary of any other company as on March 31, 2016.

The Company has no Associate Company nor does it have any Joint Venture Company as on March 31, 2016.

DIVIDEND

Your Directors have recommended a dividend of Rs.2/- per equity share [i.e. 20%] for the financial year 2015-16. The dividend payout is subject to the approval of the shareholders at the ensuing Annual General Meeting.

The total cash flow on account of dividend including distribution tax thereon will be Rs. 139.09 Lacs.

TRANSFER TO RESERVES

During the year under review your Company transferred Rs.60.00 Lacs to General Reserves from the current year profit.

BOARD MEETINGS

During the year, five meetings of the Board of Directors were held. The details of the meetings are furnished in the Corporate Governance Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors

During the year under review, shareholders reappointed Mr. Anil Kumar Bansal as Chairman and Whole time Director, Mr. Ashish Bansal as Managing Director and Mr. R. P. Bansal as Whole Time Director for a further period of three years upto March 2018.

During the year, the Board of Directors appointed Mr. G. P. Venkateswaran as Independent Director of the Board of Company with effect from November 12, 2015. The company has received declaration from Independent Director confirming that he meets the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year, Dr. Padam C Bansal and Mr. P. N. Sridharan, resigned from the Board of Directors of the Company with effect from April 6, 2015 and February 5, 2016 respectively due to pre-occupation in other activities. The Board places on record the valuable contribution made by the above Directors during their tenure as Director of the Company.

As per the provisions of Section 152 of the Companies Act, 2013, Mr.R.P Bansal is liable to retire by rotation and has offered himself for re-appointment. The Board recommends his re-appointment.

The other Directors on the Board are Mr. Anil Kumar Sachdev and Dr. Shoba Ramakrishnan who are independent directors.

Independent Directors provide their declaration both at the time of appointment and annually confirming that they meet the criteria of independence as prescribed under Companies Act, 2013 and SEBI Listing Regulations.

Key Managerial Personnel

Pursuant to provisions of Section 203 of the Act Mr. Anil Kumar Bansal, Chairman, Mr. Ashish Bansal, Managing Director and Mr. R. P. Bansal, Whole Time Director, Mr. K. Kumaravel, Company Secretary and Mr. L. Krishnamoorthy, Chief Financial Officer are the Key Managerial Personnel of the Company.

BOARD COMMITTEES

In compliance to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, the Company has constituted various Committees of the Board. The details on Composition of the Committee, Attendance of the Directors at the Committee Meeting and terms of reference of the Committee has been provided in the Corporate Governance Report forming part of this Annual Report.

Details of the constitution of these Committees, which are in accordance with regulatory requirements, have been also uploaded on the website of the Company www.pocl.co.in

RECOMMENDATION OF AUDIT COMMITTEE

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

AUDITORS Statutory Auditors

As per the provisions of Section 139 of the Companies Act, 2013, the Members of the Company in the previous Annual General Meeting had appointed M/s. Jeeravla & Co., Chartered Accountants as the Statutory Auditors of Company for a period of two years subject to ratification of the appointment by the shareholders of the Company.

They have confirmed their eligibility and willingness to accept office, if re-appointed.

The Board recommends the ratification of appointment of M/s. Jeeravla & Co., Chartered Accountants as Statutory Auditors of the Company to hold office till the conclusion of the 22^nd Annual General Meeting of the Company. The members are requested to authorize the Board of Directors to fix their remuneration.

The report of the Statutory Auditors along with annexure to the report is enclosed.

During the period under review, there are no audit qualifications or adverse remark in financial statements.

Cost Auditors

The Board of Directors at their meeting held on July 27, 2015 has appointed M/s. Vivekanandan Unni & Associates, Cost Accountants (having Firm Registration No: 00085) as Cost Auditor of the Company to audit the cost records for the financial year 2015-16.

The Board had approved remuneration of Rs. 30,000/- (Rupees Thirty Thousand Only) in addition to service tax and out of pocket expenses. As per the provisions of Section 148 of the Companies Act, 2013, the remuneration of the Cost Auditor is required to be ratified by the shareholders of the Company. The Board recommends for ratification of remuneration of M/s.Vivekanandan Unni & Associates to the Members of the Company.

In respect of the cost audit for the year 2014-15, the Cost Audit Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditors

Pursuant to provisions under Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed M/s. KSM Associates, Practicing Company Secretaries to undertake Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report is annexed to and forms part I of this report as Annexure I.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks on the Compliance and Corporate Governance of the Company.

FRAUD REPORTED BY AUDITORS

The Auditors have not reported any fraud under Section 143(12).

EXTRACT OF ANNUAL RETURN

An extract of Annual Return pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 in the prescribed Form MGT- 9 is annexed herewith as Annexure II to this report.

PARTICULARS OF REMUNERATION OF DIRECTORS AND EMPLOYEES U/S 197(12) OF THE COMPANIES ACT, 2013

Details pertaining to remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided as Annexure III to this Report.

PARTICULARS OF LOANS, INVESTMENT, GUARANTEE AND SECURITY U/S 186(4) OF THE COMPANIES ACT, 2013

During the year under review, the Company has not made, given or provided any loans/investment/guarantee/ security to any person or body corporate as specified under Section 186 of the Companies Act, 2013.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All 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 transactions entered with related parties as referred to in Section 188(1) of the Companies Act, 2013 are provided in AOC-2 which is given in Annexure IV to this Report.

The Policy on related party transactions as approved by the Board may be accessed on the Companyâs website at the link http://pocl.co.in/policies/Related-Party-Transaction.pdf

Your Directors draw attention of the members to Note No. 33 to the financial statements, which sets out related party disclosures.

REMUNERATION POLICY OF THE COMPANY

The Remuneration Policy of the Company comprising of appointment and remuneration of the Directors, Key Managerial Personnel and Senior Management Personnel of the Company including the criteria for determining qualifications, positive attributes, independence of Director and other related matters may be accessed on the Companyâs website at the link http://pocl.co.in/policies/Nomination-and-Remuneration-Policy.pdf

CORPORATE SOCIAL RESPONSIBILITY

This year in compliance with Section 135 of the Companies Act, 2013, on Corporate Social Responsibility the Company formed the CSR Committee and framed the policy. The Policy is available on Companyâs web-site http://pocl.co.in/policies/CSR Policy.pdf. The initiatives undertaken by the Company on CSR activities during the year and reason for not spending the amount on Corporate Social Responsibility during the year 2015-16 are as follows:

Based on the mandatory requirement to spend the money on CSR activities as per the audited accounts for the year 2014-15, the Company formed the CSR Committee and adopted the CSR Policy in its meeting held on November 12, 2015. Subsequently based on the policy approved by the committee, the company was in the process of identifying programmes / projects and found difficult to identify the implementing agency before the end of the financial year 2015-16.

Further, the amount to be spent is only Rs.12.00 lacs for 2015-16 and projects referred to the committee were for the higher amount, the Company was not able to spend the money before March 31, 2016. Company will take steps to spend the money in the financial year 2016-17

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT

Details of internal financial control and its adequacy are included in the Management Discussion and Analysis Report, which forms part of this Report.

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

(i) Conservation of Energy Steps taken on conservation of energy:

POCL understands the significance of conservation of energy not only as a method of cost reduction but also because of its global impact. The Company has taken following steps for conserving the energy:

- The modification of refining Pot Motor stirrer resulted in reducing the HP from 30 to 25 and has also resulted in the saving of Rs.3.75 Lacs

- EOT crane variable frequency drive fitted for long travel resulted in energy efficiency of 5%.

- VFD introduced in centrifuging system and flaker machine resulted in savings of 10% in power and increase in production by 15%

Steps taken for utilizing alternate source of energy and capital investment made

The Company strives to use alternative energy sources in all its locations.

(ii) Research and Development and Technology absorption

During the year under review, the Company continued to improve the quality of products through its normal research and development system. The Company has not acquired any imported or indigenous technology. No expenditure was incurred on Research and Development.

(iii) Foreign Exchange Earnings and Outgo

(a) Foreign Exchange Earnings - Rs. 13,674.05 Lacs

(b) Foreign Exchange Outgo - Rs. 38,565.89 Lacs

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

As at March 31, 2016, Dividend amounting to Rs. 10.83 Lacs has not been claimed by shareholders. The Company has been intimating the shareholders to lodge their claim for dividend from time to time.

As per the provisions of Section 205A(5) and 205C of the Companies Act, 1956 (Section 124 and 125 of the Act) or as amended or re-enacted, dividends which remained unpaid or unclaimed for a period of 7 years from the date of transfer to the unpaid dividend account are required to be credited to IEPF.

Accordingly, unclaimed dividend amount of Rs 1.70 Lacs in respect of the financial year 2007-08 was transferred to IEPF during the year.

Further, unclaimed dividend amounting to Rs. 0.75 Lacs in respect of the financial year 2008-09 is due for transfer to IEPF on September 21, 2016.

In terms of Section 205C of the Companies Act, 1956, no claim would lie against the Company or the said fund after the said transfer.

Pursuant to the provisions of Investor Education and Protection Fund (uploading of information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012 the company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on March 31, 2016 on its website (www.pocl.co.in).

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

The Company has observed that some physical certificates issued pursuant to the Demerger of the Company have returned undelivered to the Company. Attention of the members holding the Companyâs shares in physical form is invited to check and tally their holding with the certificates in their possession and revert in case of any discrepancy in holdings. In case there is no response after three reminders, the unclaimed shares shall be transferred to one folio in the name of âUnclaimed Suspense Accountâ and the voting rights on such shares shall remain frozen until the rightful owner claims the shares. The details of such returned certificates are available on the website of the Company (www.pocl.co.in).

CORPORATE GOVERNANCE

The report on corporate governance for the year ended March 31, 2016 pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto and forms an integral part of this report. The Certificate from the auditor regarding the compliance of conditions of corporate governance is attached to the report on corporate governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (3) read with Schedule IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015., is presented in a separate section forming part of the Annual Report.

BOARD EVALUATION

As required under the provisions of Section 134(3)(p) of the Companies Act, 2013, the Board has carried out a formal annual evaluation of its own performance, and that of its committees and individual directors. The manner in which such performance evaluation was carried out is as under:

The performance evaluation framework is in the form of questionnaires. The questionnaire is set such that it reviews the effectiveness and efficiency of the Board/Committee/Individual Directors. The questionnaires are circulated to all the directors to seek their response on the evaluation. The evaluation framework provides for performance parameters and possible paths for improvements.

DEPOSITS

The Company has not invited/accepted deposits from public during the year under review. The details of loans received from individual Directors of the Company are disclosed in related party transaction in Note No. 33 to financial statements.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, there is no significant and material orders passed by the regulators or courts.

DIRECTORSâ RESPONSIBILITY STATEMENT Your Directors confirm:

a) that in the preparation of the Annual Accounts the applicable Accounting Standards have been followed along with proper explanation in relation to material departures.

b) that they 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 the profit of the Company for that year.

c) that they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) that they have prepared the Annual Accounts on a going concern basis.

e) that they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were generally operating effectively¹; and

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

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, there were no complaints received pursuant to the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their sincere appreciation for the continued trust and confidence reposed in the Company by the bankers, business associates, regulatory authorities, customers, vendors and shareholders. Your Directors recognize and appreciate the services rendered by the officers, staff and employees of the Company at all levels for their dedicated efforts to improve the performance of the Company.

CAUTIONARY STATEMENT

Certain statements in the Boardâs Report describing the Companyâs operations, objectives, projects and expectations regarding future performance may constitute âforward looking statementsâ within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed/implied, depending on the economic conditions, Government policies and other incidental factors and developments.

For and on behalf of the Board of Directors

Place : Chennai Ashish Bansal Anil Kumar Bansal

Date : May 26, 2016 Managing Director Chairman

DIN:01543967 DIN:00232223

Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting the 20th Annual Report on your business and operation together with the Audited Accounts for the year ended March 31,2015.

FINANCIAL HIGHLIGHTS

The Company's financial performance for the year ended March 31,2015 is summarized below:

PARAMETERS 2014-15* 2013-14 Rs. in Lakhs Rs. in Lakhs

Operational Income 37,296.09 44,824.36

Other Income 207.24 135.59

EBIDAT 1,908.71 1479.63

Interest and Financial Charges 698.60 832.02

Depreciation & Amortization 239.56 224.55

Profit before taxation 970.55 423.06

Provision for taxes including deferred tax 299.52 141.71

Net Profit for the year 671.03 281.35

*The Financial Statements of the Company for the year ended March 31, 2015 do not include the Operations of four demerged undertakings and therefore the current year financials are strictly not comparable with the previous year financials.

DEMERGER OF THE COMPANY DURING THE YEAR

The Scheme of Arrangement (Demerger) ("the Scheme") between M/s. Pondy Oxides and Chemicals Limited ("Demerged Company") and M/s. POCL Enterprises Limited ("Resulting Company") which inter alia, envisaged for the Demerger of Metallic Oxides Division, Plastic Additives Division, Zinc Refining Division and Lead Alloying & Refining Divisions of M/s. Pondy Oxides and Chemicals Limited into the M/s. POCL Enterprises Ltd., was approved by the Board of Directors in their meeting held on March 20, 2014.

The Scheme received the sanction of the Hon'ble High Court of Judicature at Madras vide its Order dated December 4, 2014 which was received by the Company on December 19, 2014 and the Scheme came into effect from December 22, 2014. Subsequent thereto, the transfer of four demerged undertakings of Demerged Company into the Resulting Company with effect from the Appointed Date, April 1,2013 has been completed.

The Board of Directors thank the Management team and Associates for the seamless completion of the Demerger.

SHARE CAPITAL AND ALLOTMENT OF SHARES ON ACCOUNT OF DEMERGER

Prior to the Demerger, M/s. POCL Enterprises Limited ("PEL") was a wholly owned subsidiary of M/s. Pondy Oxides and Chemicals Limited ("POCL"). Pursuant to Scheme of Demerger, the investments of Rs.78.14 lakhs held by the Company in M/s. POCL Enterprises Ltd., as share capital were reduced and cancelled. Consequently the M/s. POCL Enterprises Ltd., ceases to be a wholly owned subsidiary of the Company.

In consideration to the Demerger of four divisions of the Company into M/s. POCL Enterprises Ltd., each member of the Company, whose name stood recorded in the Register of Members as on January 9, 2015 (Record Date) against the original holding of 2 (two) Equity Shares, has received 1 (one) Equity Share of Rs. 10/- each in M/s. POCL Enterprises Ltd., allotted in the ratio of 0.5:1. In consideration of this, 1 (one) equity share held in the Company stands cancelled. Hence, each member holds 1 (one) equity share in the Company and 1 (one) equity share in M/s. POCL Enterprises Ltd., against the original holding of 2 (two) shares. Consequently the Share Capital of the Company reduced from Rs.1,115.20 Lakhs to Rs.557.60 Lakhs.

RESERVES

On account of Demerger, the following reserves relating to four Demerged Undertakings have been transferred to M/s. POCL Enterprises Ltd., from the reserves and surplus of the Company as under:

1. Securities Premium Account - Rs. 85.21 Lakhs

2. General Reserve - Rs. 14.08 Lakhs

3. Surplus (Deficit) in Profit & Loss Account - Rs. 505.88 Lakhs

The Company further transferred Rs.60.00 lakhs to General Reserve during the year from the current years profit.

PERFORMANCE OVERVIEW

The highlights of the Company's performance are as under:

- The Company continued its record of clocking highest ever turnover and profit for Financial Year 2014-15.

- The adjusted revenue from Smelter Division of the Company increased from Rs. 29,086 Lakhs to Rs. 36,227 Lakhs showing a growth of 25 % increase in turnover over the previous year.

- Profit before tax (PBT) and Profit after tax (PAT) for the year was Rs. 970.55 Lakhs and Rs. 671.03 Lakhs against Rs. 423.06 Lakhs and Rs. 281.35 Lakhs of the previous Financial Year respectively.

- Profit after tax has registered an impressive growth of 138%

In view of the Demerger, the current year performance is not comparable with the previous year's performance and the above highlights are adjusted equivalent to the units retained.

PARTICULARS OF SUBSIDIARY COMPANY, ASSOCIATE COMPANY AND JOINT VENTURE COMPANY

The Company is neither a holding company of any other company nor it is a subsidiary of any other company as at March 31,2015.

The Company has no Associate Company nor it has any Joint Venture Company as on March 31,2015. DIVIDEND

Your Directors have recommended a dividend of Rs. 2 [i.e. 20%] per equity share for the financial year 2014-15. The dividend payout is subject to the approval of the shareholders at the ensuing Annual General Meeting. The total cash flow on account of dividend including distribution tax thereon will be Rs. 134.22 Lakhs.

BOARD MEETINGS

During the year, nine meetings of the Board of Directors were held. The details of the meetings are furnished in the Corporate Governance Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

On expiration of tenure, during the year under review, the Board has reappointed Mr. Anil Kumar Bansal as Managing Director, Mr. R. P. Bansal and Mr. Ashish Bansal as Whole Time Directors for a further period of three years with effect from April 1,2015. Subsequently, Mr. Anil Kumar Bansal was redesignated as Whole Time Director/Chairman of the Company and Mr. Ashish Bansal as Managing Director of the Company with effect from June 1,2015. Resolutions seeking approval of the shareholders for the said appointments and respective remunerations are being placed before the forthcoming Annual General Meeting for approval of the shareholders in accordance with the applicable provisions of the Companies Act, 2013.

In compliance with the provisions of the Companies Act, 2013 and Listing Agreement, the Board of Directors appointed Dr. Shoba Ramakrishnan as Independent Woman Director on the Board of the Company with effect from April 1,2015. The Board recommends for the appointment of Dr. Shoba Ramakrishnan as Independent Director of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement.

During the year, Mr. Sunil Kumar Bansal, Mr. Devakar Bansal, Mr. Y.V.Raman resigned from the Board of the Company with effect from December 24, 2014. Subsequently, Mr. Harish Kumar Lohia and Mr.D.P.Venkataraman resigned from the Board of the Company with effect from March 31,2015. Dr. Padam C Bansal ceased to be on the Board with effect from April 6, 2015. The Board places on record the valuable contribution made by the above Directors during their tenure as Directors of the Company.

Key Managerial Personnel

Pursuant to provisions of Section 203 of the Act Mr. Anil Kumar Bansal, Mr. R. P. Bansal, Mr. Ashish Bansal Managing Director / Whole Time Directors and Mr. K. Kumaravel, Company Secretary are the Key Managerial Personnel of the Company.

Mr. Aashish Kumar K Jain appointed with effect from May 28, 2014 had resigned as Chief Financial Officer of the Company with effect from December 24, 2014 and the Company appointed Mr. L. Krishnamoorthy as Chief Financial Officer of the Company with effect from May 27, 2015.

BOARD COMMITTEES

In compliance to the provisions of Companies Act, 2013 and the Listing Agreement, the Company has constituted various Committees of the Board. The details on Composition of the Committee, Attendance of the Directors at the Committee Meeting and terms of reference of the Committee has been provided in the Corporate Governance Report.

RECOMMENDATION OF AUDIT COMMITTEE

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with Clause 49 of the Listing Agreement, the Board has adopted a policy on familiarisation programme for Independent Directors of the Company. The policy will enable the Independent Directors to understand their role, rights and responsibility in the Company. The Policy on Familiarisation Programme as approved by the Board may be accessed on the Company's website at the link: http://www.pocl.in/pdf/ policyonfamiliarisationprogramme.pdf

AUDITORS

Statutory Auditors

As per the provisions of Section 139 of the Companies Act, 2013, the Members of the Company in the previous Annual General Meeting had appointed M/s. Jeeravla & Co., Chartered Accountants as the Statutory Auditors of Company for a period of one year and retire at the conclusion of this ensuing Annual General Meeting. They have expressed their willingness to accept office, if reappointed.

Further, the company has received confirmation from them that their re-appointment if made, would be within the prescribed limit as provided under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment within the meaning of Section 141 of the said Act.

Your Directors recommended re-appointment of M/s. Jeeravla & Co., Chartered Accountants, Chennai as the Statutory Auditors of the Company for the year 2015-16 and 2016-17, subject to ratification by members at every Annual General Meeting and request the members to authorize the Board of Directors to fix their remuneration.

During the period under review, there are no audit qualifications or adverse remark in financial statements. Cost Auditor

The Board of Directors at their meeting held on September 12, 2014 has appointed M/s. Vivekanandan Unni & Associates, Cost Accountants (having Firm Registration No: 00085) as Cost Auditor of the Company to audit the cost records for the financial year 2014-15.

The Board had approved remuneration of Rs. 30,000/- (Rupees Thirty Thousand Only) in addition to service tax and out of pocket expenses. As per the provisions of Section 148 of the Companies Act, 2013, the remuneration of the Cost Auditor is required to be ratified by the shareholders of the Company. The Board recommends for ratification of remuneration of M/s. Vivekanandan Unni & Associates to the Members of the Company.

Secretarial Audit

The Board of Directors at their meeting held on May 28, 2014 has appointed M/s. KSM Associates, Practicing Company Secretaries, as the Secretarial Auditors of the Company for conducting the Secretarial Audit for the financial year 2014-15.

The report of the Secretarial Audit is annexed to and forms part of this Report (Annexure I) The Secretarial Audit Report dated May 27, 2015 pursuant to the Companies Act, 2013 gives an observation. In this regard, the Board of the Company explains that in view of the on-going restructuring of the Company vide Scheme of Arrangement and the Petition for the same being pending with the Honourable High Court of Madras, there was a delay in making the necessary alteration in the Board of the Company. The Company had immediately made necessary changes in the composition of directors, as soon as the said High Court disposed-off the Petition by passing its Order dated December 4, 2014. The Company hence, is in compliance with the requirements.

EXTRACT OF ANNUAL RETURN

An extract of Annual Return pursuant to section 134 (3) (a) and section 92 (3) of the Companies Act 2013 in the prescribed Form MGT-9 is annexed herewith as Annexure II to this Report.

PARTICULARS OF REMUNERATION OF DIRECTORS AND EMPLOYEES U/S 197(12) OF THE COMPANIES ACT, 2013

Details pertaining to remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided as Annexure III to this Report.

PARTICULARS OF LOANS, INVESTMENT, GUARANTEE AND SECURITY U/S 186(4) OF THE COMPANIES ACT, 2013

During the year under review, the Company has not made, given or provided any loans/investment/guarantee/ security to any person or body corporate.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All 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 transactions entered with related parties as referred to in Section 188(1) of the Companies Act, 2013 are provided in AOC-2 which is given in Annexure IV to this Report.

The Policy on related party transactions as approved by the Board may be accessed on the Company's website at the link: http://www.pocl.in/pdf/policvonrelatedpartytransactions.pdf

Your Directors draw attention of the members to Note No. 33 to the financial statements which sets out related party disclosures.

REMUNERATION POLICY OF THE COMPANY

The Remuneration Policy of the Company comprising of appointment and remuneration of the Directors, Key Managerial Personnel and Senior Management Personnel of the Company including the criteria for determining qualifications, positive attributes, independence of Director and other related matters has been provided as Annexure V to this Report.

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

(i) Conservation of Energy

Steps taken on conservation of energy:

POCL understands the significance of conservation of energy not only as a method of cost reduction but also because of its global impact. The Company has taken following steps for conserving the energy:

- Introduced variable frequency drive for all higher power consuming equipments to reduce initial load and reduced the consumption by 3.2 Lakh units resulting in a saving of Rs. 19.20 Lakhs.

- Diesel burner nozzles degree changed to increase the heat efficiency in refining pot resulted in saving of an average of 5 litres of Diesel per day.

- Change in Insulation material in furnaces to much advanced specifications resulted in minimizing heat loss thus effectively reduced the process time with direct impact on power, fuel saving and increase in throughput.

Steps taken for utilizing alternate source of energy and capital investment made

The all existing unit is already having High Tension Transformer in its plants and continuously utilizing the alternate source of energy in all its location.

The Capital Investment on Energy Conservation Equipments

During the year, the company installed High Tension Transformer in its new plant located at Andhra Pradesh towards additional capital investment for its expansion activity.

(ii) Research and Development and Technology absorption

During the year under review, the Company continued to improve the quality of products through its normal research and development system. The Company has not acquired any imported or indigenous technology. No expenditure was incurred on Research and Development.

(iii) Foreign Exchange Earnings and Outgo

(a) Foreign Exchange Earnings - Rs. 12,195.02 Lakhs

(b) Foreign Exchange Outgo - Rs. 28,730.32 Lakhs TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

As at March 31,2015, Dividend amounting to Rs. 10.96 Lakhs has not been claimed by shareholders. The Company has been intimating the shareholders to lodge their claim for dividend from time to time.

As per the provisions of Section 205A(5) and 205C of the Companies Act, 1956 dividends which remained unpaid or unclaimed for a period of 7 years from the date of transfer to the unpaid dividend account are required to be credited to IEPF.

Accordingly, unclaimed dividend amount of Rs 1.04 Lakhs in respect of the financial year 2006-07 was transferred to IEPF during the year.

Further, Unclaimed dividend amounting to Rs. 1.70 Lakhs in respect of the financial year 2007-08 is due for transfer to IEPF on September 24, 2015.

In terms of Section 205C of the Companies Act, 1956, no claim would lie against the Company or the said fund after the said transfer.

Pursuant to the provisions of Investor Education and Protection Fund (uploading of information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012 the company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on March 31,2015 on its website (www.pocl.co.in).

CORPORATE GOVERNANCE

Your Company aims at achieving transparency, accountability, equity and ethics in all facets of its operations without compromising on compliances with laws and regulations framed by SEBI in this regard. The Company is committed to maintain the highest standard of Corporate Governance.

The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. Your Company has complied with the norms of the Listing Agreement, during the financial year. Auditor's Certificate confirming compliance with the conditions of Corporate Governance is attached and form part of the Corporate Governance Report.

CEO/CFO CERTIFICATE

The Managing Director and the Chief Financial Officer have submitted a certificate to the Board on the financial statements and other matters as required under Clause 49 (IX) of the Listing Agreement.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement, is presented in a separate section forming part of the Annual Report.

RISK MANAGEMENT

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in overseeing that all the risks which the organization faces have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

The Risk Management Policy as approved by the Board may be accessed on the Company's website at the link: http://www.pocl.in/pdf/riskmanagementpolicy.pdf

BOARD EVALUATION

As required under the provisions of Section 134(3)(p) of the Companies Act, 2013, the Board has carried out a formal annual evaluation of its own performance, and that of its committees and individual directors. The manner in which such performance evaluation was carried out is as under:

The performance evaluation framework is in the form of questionnaires. The questionnaire is set such that it reviews the effectiveness and efficiency of the Board/Committee/Individual Directors. The questionnaires are circulated to all the directors to seek their response on the evaluation. The evaluation framework provides for performance parameters and possible paths for improvements.

WHISLE BLOWER POLICY / VIGIL MECHANISM

The Company has established a mechanism for Directors and employees to report their concerns relating to the fraud, malpractice or any other activity or event which is against the interest of the Company. The details of the Mechanism and Policy are explained in the Corporate Governance Report.

DEPOSITS

The Company has not invited/accepted deposits from public during the year under review. However, certain deposits continued by the Company from the previous year has been repaid by the Company and there is no amount outstanding at the end of the year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, the Hon'ble High Court of Judicature at Madras sanctioned the Scheme of Arrangement (Demerger) vide its Order dated December 4, 2014 for the Demerger of four units of the Company with M/s. POCL Enterprises Ltd.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31,2015, 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 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 as at March 31,2015 and of the profit and loss of the Company for that period;

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

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

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

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

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, no complaints were received pursuant to the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their sincere appreciation for the continued trust and confidence reposed in the Company by the bankers, business associates, regulatory authorities, customers, dealers, vendors and shareholders. Your Directors recognize and appreciate the services rendered by the officers, staff and employees of the Company at all levels for their dedicated efforts to improve the performance of the Company.

CAUTIONARY STATEMENT

Certain statements in the Board's Report describing the Company's operations, objectives, projects and expectations regarding future performance may constitute 'forward looking statements' within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed/implied, depending on the economic conditions, Government policies and other incidental factors and developments.

On behalf of the Board of Directors For Pondy Oxides and Chemicals Limited

Place : Chennai Ashish Bansal Anil Kumar Bansal

Date : July 27, 2015 Managing Director Chairman

DIN:01543967 DIN: 00232223

Mar 31, 2014

Dear Shareowners,

The Directors have pleasure in presenting Nineteenth Annual Report together with the Audited Balance Sheet and Statement of Profit and Loss for the financial year ended March 31,2014.

FINANCIAL RESULTS Rs. in Lakhs

PARTICULARS 2013-14 2012-13

Operational Income 44824.36 34242.64

Other Income 135.59 375.12

EBIDAT 1479.64 1339.33

Interest and Financial Charges 832.02 763.55

Depreciation & amortization 224.55 232.90

Profit before taxation 423.07 342.88

Exceptional Item Â 60.85

Provision for taxes 141.71 127.67

Net Profit for the year 281.36 276.06

Appropriations

General Reserve 15.00 15.00

Proposed Dividend on equity shares 111.52 111.52

Tax on proposed dividend 18.09 18.09

Surplus carried forward to next year 136.75 131.45

DIVIDEND

Your Directors has recommended a dividend of Re. 1 [10%] per equity share of Rs.10/- each for the financial year 2013-14. The payment of dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting. The total cash flow on account of this dividend including dividend distribution tax thereon will be Rs. 129.61 Lakhs. The dividend will be tax free in the hands of the shareholders.

PERFORMANCE REVIEW

The highlights of the Company''s performance are as under:

- Revenue from Operations of the Company increased from Rs. 34242.64 Lakhs to Rs.44824.36 Lakhs thereby showing a growth of 31%

- Exports of the Company increased from Rs. 14061.14 Lakhs to Rs. 21366.00 Lakhs showing an increase of 52% over the previous year and reflects that products of the company are considered favorably in the international market

- Profit before exceptional and extra-ordinary items for the year was Rs. 423.07 Lakhs against Rs. 342.88 Lakhs showing an increase of 23% over the previous year though profit after tax of the company remained at Rs. 281.36 Lakhs as compared to Rs. 276.06 Lakhs of previous year.

APPROPRIATIONS

For the year under review, the Board has proposed to transfer Rs. 15.00 Lakhs to General Reserve and an amount of Rs. 136.76 Lakhs is proposed to be retained in the Profit & Loss account.

SUBSIDIARY COMPANY

The Company as on March 31,2014 has one Subsidiary Company namely M/s. POCL Enterprises Limited.

The Subsidiary Company is prominently engaged in trading of various metals and chemicals and there has been no material change in the nature of business of the subsidiary company other than the change in the turnover and profitability during the year 2013-14.

As per Section 212 of the Companies Act, 1956, we are required to attach the Balance Sheet, Statement of Profit and Loss and other documents of our subsidiary company. The Ministry of Corporate Affairs, Government of India vide its Circular No. 2/2011, dated February 08, 2011, exempted companies from complying with Section 212, provided such companies, inter alia publish audited consolidated financial statements in the Annual Report.

The Company has consolidated its annual accounts with its subsidiary company and the same forms part of this Annual Report. Accordingly, this Annual Report does not contain the financial statements of our subsidiary. Further the statement pursuant to Section 212 of Companies Act, 1956, highlighting the summary of the financial performance of our subsidiary is annexed to this report.

Any member intends to have a certified copy of the Balance Sheet and other financial statements of the subsidiary may write to the Company. These documents are available for inspection during business hours at the Registered Office of the Company and also at the Registered Office of the subsidiary company.

Further the accounts of the Company including that of the subsidiary company are available at the website of the company which may be accessed at www.pocl.co.in.

RESTRUCTURING OF COMPANIES

At present, Your Company have three segments namely (i) Metal (ii) Metallic Oxides and (iii) Plastic Additives, located in Puducherry and Tamilnadu. Out of the total turnover of the Company, Metal segment contributes 65% of total turnover of the Company as per audited Balance Sheet for the year 2012-13. To focus more on the individual products and to give value addition to the shareholders of the company, the Board of Directors in their meeting held on December 18, 2013 approved the Demerger of the undertakings subject to the approval of various authorities and shareholders and accordingly it is proposed to demerge the verticals representing Metallic Oxides and Plastic Additives Division with subsidiary company M/s. POCL Enterprises Limited, while the Metal Division represented by Lead Smelting and Alloying will be retained with the Company. The Division retained by the Company currently contributes to 2/3rd of the total turnover which is expected to go up further.

The above demerger is proposed, inter alia, for the following reasons:

- The demerger will help better Risk Management by the respective companies against business volatilities faced by different Divisions.

- Further, this Demerger will enable the respective companies to focus their attention on their respective Divisions taking into account the development in the respective industry.

- Furthermore, this will have a positive impact on the Company''s growth plan to excel in the non-ferrous metals field and create a stronger foot hold in the market space by further increasing its presence as a focused player in the non-ferrous metal industry.

- The Shareholders will get appreciation for their original investment based on the growth of both entities in turnover and profitability.

- As a combined effect, the shareholders also are expected to get benefitted by the demerger. They will also have the benefit of two listed entities and hence better liquidity for their shares and possibility of better returns, compared to pre-merger scenario.

On receipt of necessary approvals from the Stock Exchanges and statutory authorities, the Scheme will be presented to the shareholders for their approval.

AWARDS AND RECOGNITION

The Company has been awarded a Gold Trophy for being one of the Top Exporter for the financial year 2011-12 by Engineering Export Promotion Council (EEPC India). The Hon''ble Chief Minister of Kerala has presented the awarded to the Company.

The award has boosted the morale of the Company. The Board is confident about the future prospectus of the Company and will strive to improve its sales performance at National and Global level.

EXPANSION PROGRAMME

Andhra Project

As informed in the earlier Annual Report, POCL is setting up its smelter in Chittoor District in Seemandra and the capacity of the lead metal production will shoot up by approximately 24,000 Mt per annum and this will be the right time for market growth as we expect deficit from primary producers. The plant is expected to be completed by October 2014 with production commencing from December 2014.

Sriperumbudur Project

In the last Annual Report for the year 2013, company has informed the stakeholder''s that 1.36 acres of land had been purchased at SIPCOT Industrial Park, Pondur Post, Sriperumbudur, Kancheepuram District, Tamilnadu and has made arrangements for setting up a trading warehouse for metals not manufactured by the Company.

DIRECTOR

In accordance with the provisions of the Companies Act, 2013 read with the Articles of Association of the Company, Sri.Sunil Kumar Bansal and Sri.Devakar Bansal are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

As per the provisions of Companies Act, 2013, Independent Directors are not liable to retire by rotation. Sri.D P Venkataraman, Sri.Anil Kumar Sachdev, Sri.Harish Kumar Lohia and Sri.P.N. Sridharan are proposed to be appointed for a period of five years.

AUDITORS

The Statutory Auditors M/s. Jeeravla & Co., Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting. They have expressed their willingness to accept office, if re-appointed.

Further the Company has received confirmation from them to the effect that their re-appointment, if made, would be within the prescribed limits as provided under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment within the meaning of Section 141 of the said Act.

Your Directors recommend re-appointment of M/s. Jeeravla & Co., Chartered Accountants, Chennai as the statutory auditors of the Company for the financial year 2014-15 and request the members to authorize the Board of Directors to fix their remuneration.

COST AUDITOR

The Board of Directors at their meeting held on May 30, 2013 has appointed M/s. Vivekanandan Unni & Associates, Cost Accountants as Cost Auditor of the Company to audit the cost records maintained by the Company for the financial year 2013-14.

DEPOSITS

The Company has not invited deposits from public during the year under review. However it has accepted unsecured loans from directors, friends and related parties.

PARTICULARS OF EMPLOYEES

None of the employees of your Company was in receipt of the remuneration in excess of the ceiling prescribed under section 217[2A] of the Companies Act, 1956.

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

In accordance with the provisions of Section 217[1][e] of the Companies Act, 1956, read with the Companies [Disclosure of Particulars in the Report of Board of Directors] Rules, 1988, the information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are furnished in the Annexure forming part of this Report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

As at March 31,2014, Dividend amounting to Rs. 10.84 Lakhs has not been claimed by shareholders. The Company has been intimating the shareholders to lodge their claim for dividend from time to time.

As per the provisions of Section 205A(5) and 205C of the Companies Act, 1956 dividends which remained unpaid or unclaimed for a period of 7 years from the date of transfer to the unpaid dividend account are required to be credited to IEPF.

Accordingly, unclaimed dividend amount of Rs 1.36 Lakhs in respect of the financial year 2005-06 was transferred to IEPF during the year.

Further, Unclaimed dividend amounting to Rs. 1.04 Lakhs in respect of the financial year 2006-07 is due for transfer to IEPF on September 26, 2014.

In terms of Section 205C of the Companies Act, 1956, no claim would lie against the Company or the said fund after the said transfer.

Pursuant to the provisions of Investor Education and Protection Fund (uploading of information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012 the company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on March 31,2014 on its website (www.pocl.co.in).

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, with respect to the Directors'' Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the annual accounts for the financial year ended March 31,2014, the applicable Accounting Standards have been followed along with proper explanation 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 as at March 31,2014 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 provision 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.''

CORPORATE GOVERNANCE

Your Company aims at achieving transparency, accountability, equity and ethics in all facets of its operations without compromising compliances with laws and regulations framed by SEBI in this regard. The Company is committed to maintain the highest standard of Corporate Governance.

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, the Corporate Governance Report, Management Discussion and Analysis Report and the Auditor''s Certificate regarding compliance of conditions of Corporate Governance, forming part of this Annual Report.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their sincere appreciation for the continued trust and confidence reposed in the Company by the bankers, business associates, regulatory authorities, customers, dealers, vendors and shareholders. Your Directors recognize and appreciate the services rendered by the officers, staff and employees of the Company at all levels for their dedicated efforts to improve the performance of the Company.

CAUTIONARY STATEMENT

Certain statements in the Directors'' Report describing the Company''s operations, objectives, projects and expectations regarding future performance may constitute ''forward looking statements'' within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed/ implied, depending on the economic conditions, Government policies and other incidental factors and developments.

On behalf of the Board of Directors For Pondy Oxides and Chemicals Ltd.

Place : Chennai Anil Kumar Bansal D.P.Venkataraman Date : May 28, 2014 Managing Director Vice Chairman (DIN: 00232223) (DIN: 00232894)

Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting Eighteenth Annual Report together with Audited Balance Sheet and Statement of Profit and Loss for the year ended on March 31, 2013.

1. FINANCIAL RESULTS

Rs. in lakhs

Particulars 2012-13 2011-12

Operational Income 37294.34 31979.17

Other Income 375.12 94.88

EBIDAT 1400.18 1275.26

Interest and Financial Charges 763.55 559.87

Depreciation & amortization 232.90 283.05

Profit before taxation 403.73 432.34

Provision for taxes 127.67 144.75

Net Profit for the year 276.06 287.59

Appropriations

General Reserve 15.00 30.00

Proposed Dividend on equity shares 111.52 111.52

Tax on proposed dividend 18.09 18.48

Surplus carried forward to next year 131.45 127.59

2. DIVIDEND

The Board of Directors of your Company has recommended a dividend of Re.1.00 [10%] per equity share of Rs.10/- each. The total cash flow on account of this dividend including distribution tax thereon will be Rs.129.61 lakhs. The dividend will be tax free in the hands of the shareholders.

3. PERFORMANCE REVIEW

The Company reported revenues and PBDIT of Rs.1400.18 lakhs during the year 2012-13 against Rs.1275.26 lakhs for the previous year. Strong volume growth, operational efficiencies improved the sales performance. This year over all metal production was 19955 mts compared to 19301 mts in the previous year. The Metalic Oxides production this year was 5912 mts compared to 4182 mts showing an increase of 24% over the financial year 2012. Similarly production of plastic additives was 5143 mts compared to 4310 mts showing an increase of 19% over the previous year.

The Lead Metal sales in the domestic market during the year were 6888 mts while export sales accounted for 10570 mts. Metalic Oxides sales in the domestic market during the year were 4822 mts with the export sales accounting for 660 mts. Plastic Additives sales during the year were 4693 mts with the export sales accounting for 377 mts.

4. APPROPRIATIONS

For the year under review, the Board has proposed to transfer Rs.15.00 lakhs to General Reserve and an amount of Rs.131.45 lakhs is proposed to be retained in the Statement of Profit & Loss.

5. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard (AS)-21 on Consolidated Financial Statements, the audited Consolidated Financial Statements are provided in the Annual Report.

6. CORPORATE SOCIAL RESPONSIBILITY

We are committed to operate our business with emphasis on Corporate Social Responsibility (CSR) in all areas of our operation. We will integrate our business values and operations to meet the expectations of our shareholders, customers, employees, regulators, investors, suppliers, and the community and take care of environment with best interest.

CSR policy forms part of our corporate vision. It defines our approach on key responsibility issues and provides guidance to employees on the company standards.

Each and every manufacturing plant has implemented this CSR policy, we regularly promote awareness amongst our people to ensure they adopt this mission in every area of work. The CSR team reviews the progress of every plant on a quarterly basis with respect to its compliance and an annual report on activities is prepared.

It has been the policy of the Company to keep at least one third of the unit area as green. Also full- fledged pollution control equipments are installed in all units before the commencement of production and to keep the environmental pollution free inspite of Red Category unit classification.

7. SUBSIDIARY COMPANY

The company as on March 31, 2013 has one subsidiary namely M/s POCL Enterprises Ltd.

It is prominently engaged in trading of various metals and chemicals and there has been no material change in the nature of business of the subsidiary other than the increase in the turnover and profitability of the subsidiary during the year 2012-13.

Pursuant to provisions of Sub - Section (8) of Section 212 of the Companies Act, 1956, the Ministry of Corporate affairs (MCA) vide its Circular No. 2/2011, dated 08.02.2011 has granted general exemption from attaching the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary company, with the Balance Sheet of the Company. However the financial information of the subsidiary company is disclosed in the Annual Report in compliance with the said circular.

Accordingly, this annual report does not contain the reports and other statements of the subsidiary company. Any member intends to have a certified copy of the Balance Sheet and other financial statements of the subsidiary may write to the Company Secretary. These documents are available for inspection during business hours at the Registered Office of the Company and also at the Registered Office of the subsidiary company.

8. DIRECTORS

l Appointments by rotation

In accordance with the provisions of the Companies Act, 1956 read with the Articles of Association of the Company, Dr. Padam C Bansal, Sri. Y.V Raman, Sri. Anil Kumar Sachdev and Sri. Ashish Bansal, Directors of the company will retire by rotation at this meeting and being eligible, your Board recommends their re-appointment.

l Directors'' Responsibility Statement

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, with respect to the Directors'' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the financial year ended March 31, 2013, the applicable Accounting Standards have been followed along with proper explanation 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 as at March 31, 2013 and of the profit or loss of the Company for that period.

(iii) the Directors have taken proper and sufficient care for the maintenance and adequate accounting records in accordance with the provision 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.

9. AUDITORS AND AUDITORS REPORT

The office of the Statutory Auditors M/s. Jeeravla & Co., Chartered Accountants (bearing Firm Registration No: 001323S), expires at the conclusion of the forthcoming Annual General Meeting of the Company and they have expressed their willingness to accept office, if re-appointed.

The Company has received letters from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

Your Directors recommend re-appointment of M/s. Jeeravla & Co., Chartered Accountants, Chennai as the statutory auditors of the Company and request the members to authorize the Board of Directors to fix their remuneration. The resolution for the same is placed before the members as item no. 7 of the Notice convening the Annual General Meeting.

10. COST AUDITOR

The Board of Directors has appointed M/s. Vivekanandan Unni & Associates (bearing Firm Registration No: 00085), Cost Accountants as Cost Auditor of the company for the financial year 2012-13.

11. DEPOSITS

The Company has not invited deposits from public during the year under review; however it has accepted unsecured loans from directors, friends and related parties.

12. PARTICULARS OF EMPLOYEES

None of the employees of your Company was in receipt of the remuneration in excess of the ceiling prescribed under section 217[2A] of the Companies Act, 1956.

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

In accordance with the provisions of Section 217[1][e] of the Companies Act, 1956, read with the Companies [Disclosure of particulars in the Report of Board of Directors] Rules, 1988, the information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are furnished in the Annexure forming part of this Report.

14. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the Provisions of Section 205A(5) and 205C of the Companies Act, 1956 dividends which remained unpaid or unclaimed for a period of 7 years have been transferred by company to the Investor Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund (IEPF) (uploading of information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012 the company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 7th September 2012 (date of previous Annual General Meeting) on the website of the company (www.pocl.co.in) as also on the Ministry of Corporate Affairs website.

15. CORPORATE GOVERNANCE

Your Company aims at achieving transparency, accountability, equity and ethics in all facets of its operations without compromising compliances with laws and regulations framed by SEBI in this regard. The Company is committed to maintain the highest standard of Corporate Governance.

A Certificate from Statutory Auditors of the Company confirming the compliance of clause 49 of the listing agreement is attached to the Annual Report.

16. ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their sincere appreciation for the continued trust and confidence reposed in the Company by the bankers, business associates, regulatory authorities, customers, dealers, vendors and shareholders. Your Directors recognize and appreciate the services rendered by the officers, staff and employees of the Company at all levels for their dedicated efforts to improve the performance of the Company.

17. CAUTIONARY STATEMENT

Certain statements in the Directors'' Report describing the Company''s operations, objectives, projects and expectations regarding future performance may constitute Âforward looking statements'' within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed/ implied, depending on the economic conditions, Government policies and other incidental factors and developments.

On behalf of the Board of Directors

For Pondy Oxides and Chemicals Ltd.

Place : Chennai Anil Kumar Bansal D.P.Venkataraman

Date :May 30, 2013 Managing Director Vice Chairman

Mar 31, 2012

The Directors have pleasure in presenting Seventeenth Annual Report together with Audited Balance Sheet and Profit and Loss Account of your company for the year ended March 31st 2012.

I. FINANCIAL RESULTS Rs. in lakhs

Particulars 2011-12 2010-11*

Operational Income 31979.17 27279.23

EBIDAT 1275.26 1673.25

Other Income 149.47 116.83

Interest and Financial Charges 559.87 609.40

Depreciation & amortization 283.05 237.33

Profit before taxation 432.34 826.52

Provision for taxes 144.75 274.85

Net Profit for the year 287.59 551.67

Appropriations

General Reserve 30.00 30.00

Proposed Dividend on equity shares 111.52 141.50

Tax on proposed dividend 18.48 23.50

Surplus carried forward to next year 127.59 356.67

Figures pertaining to the previous year are not comparable with that of the current year due to the amalagamation of M/s Lohia Metals Pvt. Ltd with the Company with appointed date as 1sf October 2010.

II. DIVIDEND

The Directors recommended a dividend of Re. 1.00 [10%] per equity share of Rs.10/- each. The said dividend if approved by the members would involve cash flow including distribution tax thereon amounting to Rs. 130.00 lakhs. The dividend will be tax free in the hands of the shareholders.

III. PERFORMANCE REVIEW

The Company reported revenues and PBDIT of Rs.1275.26 lakhs and Rs.1673.25 lakhs during the year 2011-12. Strong volume growth, operational efficiencies improved the sales performance. This year overall metal production was 19301 mts compared to 16291 mts- up 18%overthe previous year.

The Metallic Oxides production this year was 4182 mts - up 3% compared to financial year 2011. Similarly production of plastic additives was 4310 mts compared to 5287 mts in the previous' year.

The Lead Metal sales in the domestic market during the year were 4168 mts while export sales accounted for 15691 mts. Metallic Oxides sales in the domestic market during the year were 4050 mts with the export sales accounting for 148 mts. Plastic Additives sales during the year were 4169 mts with the export sales accounting for 155 mts.

The net profit after tax was Rs.287.59 lakhs against Rs.551.67 lakhs in the previous year. The fall in net profit is mainly attributable to fluctuation in Metal prices and Rupee depreciation.

IV. APPROPRIATIONS

For the year under review, the Board has proposed to transfer Rs.30.00 lakhs to General Reserve and an amount of Rs. 127.59 lakhs is proposed to be retained in the Profit & Loss account.

V. SUBSIDIARIES

The Company as of 31.03.2012 had one subsidiary M/s POCL Enterprises Ltd. Subsidiary of your company prominently engaged in trading of various metals and chemicals and there has been no material change in the nature of business of the subsidiary.

As required under the Listing Agreement entered into with the Stock Exchanges, a consolidated financial statement of the company and its subsidiary is attached. The consolidated financial statements have been prepared in accordance with the relevant accounting standards as prescribed u/s.211(3C)of the Companies Act, 1956. These financial statements disclose the assets, liabilities, income, expenses and other details of the company and its subsidiary company.

Pursuant to the provisions of Section 212(8) of the Companies Act, 1956, the Ministry of Corporate Affairs (MCA) Government of India, New Delhi vide its Circular No.2/2011, dated 08.02.2011 has granted general exemption from attaching the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies with the Balance Sheet of the Company. As required under the said Circular, the Board of Directors of your Company at its meeting held on 27.07.2012 gave its specific consent for not attaching the Balance Sheet of its subsidiary, as it would be made available to its members at the company's website.

A Statement containing the brief financial details of the Company's subsidiaries for the financial year ended March 31, 2012 is provided as Annexure to this report. Accordingly, this annual report does not contain the reports and other statements of the subsidiary companies. Any member intends to have a certified copy of the Balance Sheet and other financial statements of the subsidiary may write to the Company Secretary. These documents are available for inspection during business hours at the Registered Office of the Company and also at the Registered Office of the respective subsidiary company.

VI. MERGER

As reported in the previous Annual Report, merger of the subsidiary company M/s Lohia Metals Pvt. Ltd. with your Company has been approved by the Hon'ble High Court of Madras on 12th March 2012 with a share exchange ratio of 1:2.5 i.e., 5 fully paid up equity shares of Rs.10/- each of your Company be exchanged for every 2 equity shares of Rs.10/-each held in M/s. Lohia Metals Pvt. Ltd. The merger is effective from the appointed date i.e. 1st October 2010. Based on the above approval during the year, your Company allotted 1102500 fully paid up equity shares of Rs.10/- each to the shareholders of M/s.Lohia Metals Pvt. Ltd. (Transferor company). Accordingly, financial results for the current period includes performance of the results of M/s. Lohia Metals Pvt Ltd., for the year 2011-12.

VII. CORPORATE GOVERNANCE

A Report on Corporate Governance is annexed to this Report. A declaration with regard to compliance with the code of conduct by the directors and senior management signed by the Managing director was placed at the meeting of the Board of directors held on 27/07/2012. A certificate from the statutory auditors of the Company confirming compliance of conditions of Corporate governance as stipulated ' under clause 49 of the listing agreement is also attached.

VIII. DEPOSITS

The Company has not accepted any deposits from public during the year under review; however has accepted unsecured loans from shareholders, friends and relatives of Directors.

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

In accordance with the provisions of Section 217[1][e] of the Companies Act, 1956, read with the Companies [Disclosure of particulars in the Report of Board Of Directors] Rules, 1988, the information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are furnished in the Annexure forming part of this Report.

X. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to the Directors' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the financial year ended March 31,2012, the applicable

Accounting Standards have been followed along with proper explanations 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 as at March 31, 2012 and of the profit or loss of the Company for the said 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, 1956for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

(iv) the Directors had prepared the annual accounts for the financial year ended March 31,2012 on a "going conern" basis.

XI. DIRECTORS Appointments by rotation

In accordance with the Provision of the Companies Act, 1956 read with the Articles of Association of the Company Sri.R.P.Bansal, Sri.DP.Venkataraman, Sri.Harish Kumar Lohia and Sri.Anil Kumar Bansal, Directors of the company will retire by rotation at this meeting and being eligible, your Board recommends their re-appointment.

Cessation

During the year Sri.Sudhir Kumar Gupta, Director has expressed his inability to continue as a Director due to his other commitments. The Board of Directors at its Meeting held on September 26, 2011 has accepted the same and placed on record its appreciation for the services rendered by Sri.Sudhir Kumar Gupta during his tenure as Director of the Company.

XII. AUDITORS

M/s. Jeeravla & Co., Chartered Accountants, Firm Registration No:001323S Auditors of the Company, who retire at the forthcoming Annual General Meeting are eligible for reappointment and have expressed their willingness to accept office, if appointed. They have given a certificate to the effect that the reappointment if made, would be within the limits prescribed under section 224 [1 B] of the Companies Act, 1956. Your Directors recommend their re-appointment.

XIII. PARTICULARS OF EMPLOYEES

None of the employees of your Company was in receipt of the remuneration in excess of the ceiling prescribed under section 217[2A] of the Companies Act, 1956.

XIV. ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their sincere appreciation for the continued trust and confidence reposed in the Company by the bankers, business associates, regulatory authorities, customers, dealers, vendors and shareholders. Your Directors recognize and appreciate the services rendered by the officers, staff and employees of the Company at all levels for their dedicated efforts to improve the performance of the Company.

XV. CAUTIONARY STATEMENT

Certain statements in the Directors' Report describing the Company's operations, objectives, projects and expectations regarding future performance may constitute 'forward looking statements' within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied, depending on the economic conditions, Government policies and other incidental factors and developments.

For and on behalf of the Board of Directors

Place : Chennai Anil Kumar Bansal D.P.Venkataraman

Date : 27.07.2012 Managing Director Vice Chairman

Mar 31, 2011

Dear Shareholders,

The Directors are pleased to present the Sixteenth Annual Report on the business and operations together with the Audited Statement of Accounts of the Company for the year ended on 31st March 2011.

I. FINANCIAL RESULTS Rs. in lakhs

Particulars 2011 2010

Total Income 27072.70 16979.48

Earnings before interest, Depreciation and tax 1664.79 1357.01

Interest and Financial Charges 609.40 456.62

Depreciation 222.57 158.84

Profit before taxation 832.82 741.55

Provision for current tax 282.13 173.26

Provision for Deferred tax [7.27] [8.41]

Profit after tax , 557.96 576.70

Prior year adjustments 6.29 5.29

Profit after tax and adjustment 551.67 571.41

Appropriations

General Reserve 30.00 30.00

Proposed Dividend on equity shares 141.50 121.28

Tax on proposed dividend 23.50 20.61

Surplus carried forward to next year 356.67 399.52

TOTAL 551.67 571.41

YEAR IN RETROSPECT

The Company ended the year 2010-2011 with an impressive performance. The Company has emerged stronger with record sales and profitability. Sales/ Income from operations [net] increased to an all time high of Rs.27,398.17 lakhs compared to Rs. 16,147.38 lakhs in the previous year registering a growth of 69.68% .Earnings before Interest, Depreciation and Tax for the year was Rs.1,664.79 lakhs as compared to Rs. 1,357.01 lakhs for the previous year, a substantial improvement of 22.68% over the previous year. The improvement was on account of mainly higher export sales and improved scale of operations. The profit after tax is Rs.551.67 lakhs as compared to Rs 571.41 lakhs in the previous year, the slight reduction in Profit after tax is on account of higher tax liability. The EPS [Earning per share] stood at Rs.5.52 per equity share in the year 2010-2011 as compared to Rs.5.71 per equity share in the previous year.

II. DIVIDEND

In view of the company's performance, the Board of Directors of your company is pleased to recommend a dividend of Rs.1.40 [14%] per equity share of Rs.10/- each. The total cash flow on account of this dividend including distribution tax thereon will be Rs. 165.00 lakhs. The dividend will be tax free in the hands of the shareholders.

III. APPROPRIATIONS

For the year under review, the Board has proposed to transfer Rs.30.00 lakhs to General Reserve and an amount of Rs.356.67 lakhs Is proposed to be retained in the Profit & Loss account.

IV. SUBSIDIARIES

The company as of 31.03.2011 had two subsidiaries M/s POCL Enterprises Ltd (Formally known as M/s Baschem Pharma Limited)., and M/s.Lohia Metals Pvt Ltd.

Ministry of Corporate Affairs, Government of India has granted a general exemption through its General Circular No: 2 /2011 dated 8th February, 2011 from attaching various documents in respect of subsidiary companies, as set out in sub-section (1) of Section 212 of the Companies Act, 1956. Accordingly, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. Financial information of the subsidiary companies, as required by the said circular, is disclosed in the Annual Report. The company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand. The consolidated Financial Statements presented by the company include financial results of its subsidiary companies.

V. MERGER

During the year your Company has approved the scheme of Merger of its subsidiary company

M/s Lohia Metals Private Limited with your company on 18/03/2011 subject to the approval of the Honorable High Court of Madras with a share exchange ratio of 1:2.5 i.e., 5 fully paid up equity shares of Rs. 10/- each of your Company be exchanged for every 2 equity shares of Rs. 10/- each held in M/s. Lohia Metals Pvt Limited. Your Company has already obtained "No Objection" from The Bombay Stock Exchange on 11th May, 2011 and from The Madras Stock Exchange on 3rd May, 2011 as required under various Acts and the Listing Agreement and is in the process of filing the application with the Honorable High Court of Madras.

VII. CORPORATE GOVERNANCE

A Report on Corporate Governance is annexed to this Report. A declaration in regard to compliance with the code of conduct by the directors and senior management signed by the Managing director was placed at the meeting of the Board of directors held on 28/07/2011. A certificate from the statutory auditors of the Company confirming compliance of conditions of Corporate governance as stipulated under clause 49 of the listing agreement is also attached.

VIII. DEPOSITS

The Company has not accepted any deposits from public; however has accepted unsecured loans from friends and relatives of Directors.

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

In accordance with the provisions of Section 217[1][e] of the Companies Act, 1956, read with the Companies [Disclosure of particulars in the Report of Board Of Directors] Rules, 1988, the information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are furnished in the Annexure forming part of this Report.

X. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:-

[1] In the preparation of the annual accounts, the applicable accounting standards have been followed with explanatory notes relating to material departures.

[2] Appropriate accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year.

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

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

XI. DIRECTORATE

In accordance with the provisions of the Companies Act, 1956 and the Company's Articles of Association, Sri.Sunil Kumar Bansal, Sri. Devakar Bansal, Sri.P.N.Sridharan and Sri.Ashish Bansal retire by rotation at the ensuring Annual General meeting and being eligible, offer themselves for reappointment.

XII. AUDITORS

M/s. Jeeravla&Co., Chartered Accountants,-Firm Registration No:001323S Auditors of the Company, who retire at the forthcoming Annual General Meeting are eligible for reappointment and have expressed their willingness to accept office, if appointed. They have given a certificate to the effect that the reappointment if made, would be within the limits prescribed under section 224 [1 B] of the Companies Act, 1956. Your Directors recommend their re-appointment.

XIII. PARTICULARS OF EMPLOYEES

None of the employees of your Company was in receipt of the remuneration in excess of the ceiling prescribed under section 217[2A] of the Companies Act, 1956.

XIV. ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their sincere appreciation for the continued trust and confidence reposed in the Company by the bankers, business associates, regulatory authorities, customers, dealers, vendors and shareholders. Your Directors recognize and appreciate the services rendered by the officers, staff and employees of the Company at all levels for their dedicated efforts to improve the performance of the Company.

XV. CAUTIONARY STATEMENT

Certain statements in the Directors' Report describing the Company's operations, objectives, projects and expectations regarding future performance may constitute 'forward looking statements' within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied, depending on the economic conditions, Government policies and other incidental factors and developments.

For and on behalf of the Board of Directors

Place: Chennai D.P.VENKATARAMAN

Date : 28/07/2011 Vice Chairman

Mar 31, 2010

The Directors are pleased to present the Fifteenth Annual Report on the business and operations together with the Audited Statement of Accounts of the Company for the year ended on March 31, 2010.

I. FINANCIAL RESULTS

[For the year ended March 31] [Rs in Lakhs]

Particulars 2010 2009

Total Income 16147.38 12285.92

Earnings before interest, 1357.01 461.23 depreciation and tax

Interest and Finance charges 456.62 374.26

Depreciation 158.84 159.66

Profit before Taxation 741.55 [72.69]

Provision for current tax including Fringe benefit tax 173.26 46.06

Provision for Deferred tax [8.41] 0.31

Net. Profit 576.70 [119.06]

Prior period adjustment 5.29 0.16

Profit after tax and adjustment 571.41 [119.22]

APPROPRIATIONS

General reserve 30.00 --

Proposed dividend on equity shares 121.28 50.53

Tax on Proposed dividend 20.61 8.59

Surplus carried forward to next year 399.52 --

TOTAL 571.41 [178.34]

YEAR IN RETROSPECT

The Company ended the year 2009-2010 with an impressive and all-time high performance. The Company has emerged stronger with record sales and profitability. Sales / Income from operations [net] increased to an all time high of Rs.16147.38 Lakhs compared to Rs.12285.92 Lakhs in the previous year registering a growth of 31%. Earnings before Interest, Depreciation and Tax for the year was Rs. 1357.01 Lakhs as compared to Rs.461.23 Lakhs for the previous year, a substantial improvement of 193% over the previous year. The improvement was on account of mainly higher Sales and improved scale of operations. The Profit after tax is Rs.571.41 Lakhs as compared to Loss of Rs. 119.22 Lakhs in the previous year. A substantial turnaround of note. The EPS [Earning per share] improved to Rs.5.71 per Equity share in the year 2009 -10 as compared to loss of Rs.1.18 per Equity share in the previous year.

II DIVIDEND

In view of the improvement in the companys performance, the Board of Directors of your Company is pleased to recommend an increased dividend of Rs 1.20 [12%] per equity share of Rs. 10 each. The total Cash flow on account of this dividend including dividend distribution tax thereon will be Rs.141.89 Lakhs. The dividend will be tax free in the hands of the shareholders.

III APPROPRIATIONS

For the year under review, the Board has proposed to transfer of Rs.30 Lakhs to General Reserve and an amount of Rs. 399.52 Lakhs is proposed to be retained in the Profit & Loss Account.

IV SUBSIDIARIES

The company as of March 31, 2010 had two subsidiaries M/s. Baschem Pharma Limited and M/s.Lohia Metals Private Limited.

Ministry of Corporate Affairs, Government of India has granted approval that the requirement to attach various documents in respect of subsidiary companies, as set out in sub-section [1] of Section 212 of the Companies Act, 1956, shall not apply to the Company. Accordingly, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. Financial information of the subsidiary companies, as required by the said approval, is disclosed in the Annual Report. The company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and at the respective offices of the subsidiary companies. The consolidated Financial Statements presented by the company include financial results of its subsidiary companies.

VI CORPORATE GOVERNANCE

A Report on Corporate Governance is annexed to this Report. A declaration in regard to compliance with the Code of Conduct by the Directors and Senior Management personnel signed by the Managing Director was placed at the meeting of the Board of Directors held on July 12, 2010. A Certificate from the Statutory Auditors of the Company confirming compliance of conditions of Corporate Governance as stipulated under clause 49 of the listing agreement is also annexed.

VII DEPOSITS

The Company has not accepted any deposits from public; however has accepted unsecured loans from friends and relatives of Directors.

VIII CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNING AND OUTGO

In accordance with the provisions of Section 217[1] [e] of the Companies Act, 1956, read with the Companies [Disclosure of Particulars in the Report of Board of Directors] Rules, 1988, the information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, is furnished in the Annexure forming part of this Report.

IX DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217[2AA] of the Companies Act, 1956, the Directors confirm that:-

[1] In the preparation of the annual accounts, the applicable accounting standards have been followed with explanatory notes relating to material departures;

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

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

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

X DIRECTORATE

In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association, Dr. Padam Chandra Bansal,* Sri. Anil Kumar Bansal, Sri. Y.V.Raman and Sri. Anil Kumar Sachdev retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

XI AUDITORS

M/s Jeeravla & Co., Chartered Accountants, Firm Registration No: 001323S Auditors of the Company, who retire at the forthcoming Annual General Meeting are eligible for reappointment and have expressed their willingness to accept office, if reappointed. They have given a certificate to the effect that the reappointment if made, would be within the limits prescribed under section 224[1 B] of the Companies Act, 1956. Your Directors recommend their reappointment.

XII PARTICULARS OF EMPLOYEES

None of the employees of your Company was in receipt of the remuneration in excess of the ceiling prescribed under section 217[2A] of the Companies Act, 1956.

XIII ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their sincere appreciation for the Continued trust and confidence reposed in the company by the bankers, business associates, regulatory authorities, customers, dealers, vendors and shareholders. YourDirectors recognise and appreciate the services rendered by the officers, staff and employees of the Company at all levels for their dedicated efforts to improve the performance of the company.

For and on behalf of the Board of Directors

Place : Chennai D.P.Venkataraman

Dated : July 12, 2010 Vice Chairman

Mar 31, 2000

The Directors have pleasure in presenting the Fifth Annual Report of the company together with the Audited Balance Sheet of the company as at 31 st March 2000 and the Profit and Loss Account for the year ended on that date and the Auditors Report thereon.

FINANCIAL RESULTS

1999-2000 1998-1999 Rs. Rs.

Sales and other Income 25,06,07,949 23,97,11,294

Gross Profit for the year before

providing for interest, depreciation and tax 1,72,26,998 2,08,23,787

LESS:

Interest 51,24,805 34,62,099

Depreciation 23,38,933 22,06,819

Provision for taxation 17,73,213 7,97,041

Profit after Tax 79,90,047 1,43,57,828

ADD

Balance brought forward fromthe previous year 1,07,15,774 57,88,874

ADD

Prior year adjustments (3,75,030) (1,61,459)

Disposable Profit 1,83,30,791 1,99,85,243

APPROPRIATIONS

Dividend 60,14,160 75,17,700

Dividend Tax 6,61,558 7,51,770

Transferto General Reserve 2,50,000 10,00,000

Balance Carried forward 1,14,05,073 1,07,15,773

DIVIDEND

The Interim Dividend in respect of the year ended 31st March2000 of Rs. 1.20 each per Share on 5011800 Equity Shares were paid to the Shareholders of the Company whose names appeared in the Register of Members on 3rd May 2000. In view of the Interim Dividend no Final Dividend is being recommended by the Directors.

OPERATIONS

The Companys sales were Rs.2476.71 lacsforthe year ended 31.03.2000 as compared to Rs.2369.68 lacs for the previous year. The company has made a Net Profit of Rs. 97.63 lacs (before tax provision) for the year under review as compared to Rs. 151.55 lacs for the previous year.

METALLIC OXIDES DIVISION

During the year your company produced 3009 MT of Metallic Oxide as against 3063 MT during the previous year. The company achieved the sales turnover of Rs. 1828.05 lacs compared to Rs. 1713.72 lacs during the previous year.

PLASTICS ADDITIVES DIVISION

During the year your company produced 970 MT of Plastics Additives as against 884 MT during the previous year. The Company achieved a sales turnover of Rs.559.56 lacs as compared to Rs. 560.52 lacs during the previous year.

YEAR 2000 (Y2K)

The Y2K transition was smooth without any disruption to any of the operations of the Company.

STATEMENT PURSUANTTO LISTING AGREEMENT (S)

The Companys Securities are listed at the Stock Exchange of Chennai and Coimbatore. The Company has paid the annual listing fee to both the Stock Exchanges.

PROSPECTS FORTHE CURRENT YEAR

The Metallic Oxides Industry is witnessing intense competition among the players. To overcome the difficult market conditions your Company is undertaking various measures like productivity improvements, cost reduction activities and intensifying the sales promotion activities. With these measures your Company is hopeful of achieving better performance in the current year.

DIRECTORS

Under the companys Articles of Association Sri. Anil Kumar Bansal, Sri. Anil Kumar Sachdev and Sri. Devakar Bansal, Directors of the company retire by rotation and are eligible for re-appointment.

SUBSIDIARY COMPANY

As required under section 212 of Companies Act 1956, the accounts of the subsidiary company M/s Baschem Pharma Limited are annexed.

DEPOSITS

The Company has not invited any fixed deposits from public.

AUDITORS

M/s Jeeravla & Co., Auditors of the Company retire at the Annual General Meeting of the Company and are eligible for reappointment. Your Directors recommend their re-appointment.

INFORMATION PURSUANTTO SECTION 217 OF THE COMPANIES ACT 1956

None of the employees of your Company was in receipt of the remuneration in excess of the ceiling prescribed under Section 217(2A) of the Companies Act 1956. Particulars required under section 217(1 )(e) of the Companies Act 1956 are furnished under Annexure I and form part of this report.

INDUSTRIAL RELATIONS

The company maintained cordial relationship with its employees at all its locations during the year.

ACKNOWLEDGEMENT

Your Directors would like to record their appreciation and the continuous support extended by the bankers, suppliers, customers and other Government agencies. Your Directors wish to place on record their deep sense of appreciation for the contribution made by the employees of the Company during the year.

For and on behalf of the Board

Place : Chennai R.D. BANSAL

Date : 12.07.2000 Chairman

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