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Directors Report of 3M India Ltd.

Mar 31, 2017

REPORT OF THE BOARD OF DIRECTORS

To the Members of 3M India Limited,

The Directors have pleasure in presenting the Thirtieth (30th) Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended March 31, 2017.

FINANCIAL HIGHLIGHTS

Indian Accounting Standards (Ind AS):

The Company''s Financial Statements for the year ended March 31, 2017 are prepared in accordance with Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015. The adoption of Ind AS was carried out in accordance with Ind AS 101, using April 1, 2015 as the transition date. Ind AS 101 requires that all Ind AS standards and interpretations that are effective for the interim Ind AS consolidated financial statements for the year ended March 31, 2017, be applied consistently and retrospectively for all fiscal years presented. All applicable Ind AS have been applied consistently and retrospectively wherever required. The resulting difference between the carrying amounts of the assets and liabilities in the consolidated financial statements under both Ind AS and Indian GAAP as of the transition date have been recognized directly in equity at the transition date. Following are the working results as per Ind AS:

(Rs. in Lakhs)

Particulars

Year ended March 31,2017 (Audited)

Year ended March 31,2016 (Audited)

%age

Increase( )/

Decrease(-)

Revenue from Operations

2,45,784.93

2,22,375.81

10.53%

Of which - Export Sales

2,863.03

4,715.80

-39.29%

Other Income, net

4,946.63

1,783.31

177.38%

Total Income

2,50,731.56

2,24,159.12

11.85%

Less: Expenditure

2,08,907.67

1,88,731.21

10.69%

Profit before Interest and Depreciation

41,823.89

35,427.91

18.05%

Less: Finance costs

227.19

224.86

1.04%

Less: Depreciation and amortization expense

4,674.74

4,892.83

-4.46%

Profit before Taxation

36,921.96

30,310.21

21.81%

Less: Tax expense

12,846.22

10,834.05

18.57%

Profit for the year

24,075.74

19,476.16

23.62%

Items that will not be re-classified subsequently to profit or loss

(244.23)

(59.59)

309.85%

Total Comprehensive income for the year

23,831.51

19,416.57

22.74%

DIVIDEND

The Board of Directors approved the Dividend Distribution Policy on February 9, 2017 in terms of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015. The Policy is uploaded http://solutions.3mindia.co.in/wps/portal/3M/en_IN/about-3M/ information/corporate/financial-facts/summary/ and the same is also annexed herewith as "Annexure L".

A healthy cash position in a high interest economy is seen as prudent and necessary to fund growth. The Company remains bullish on investments and growth expectations in India, and anticipates substantial manpower, CAPEX and promotional investments required to support growth aspirations. The Company is focused on its growth plan with a long term objective and is in the process of implementing a number of initiatives and projects. As a result, it has been decided to conserve and retain the earnings and, therefore, not propose dividend or transfer any amounts to reserves.

Transfer of dividend to the Investor Education and Protection Fund, if any: NA

TRANSFER TO RESERVES

As it has been decided to conserve and retain the earnings and, therefore, your Board does not propose to transfer any amounts to reserves.

STATE OF COMPANY''S AFFAIRS

Your Company maintained a strong and consistent performance, both top line and bottom line in the FY 2016-17 while mitigating the impact in the marketplace from the recent demonetization drive. Your Company continued to focus on improving productivity while driving growth and competitive share. The main theme of our performance in this financial year was strengthening the agility in our business whether it was within our processes in the way we responded to our customers or in the way we pursued emerging growth opportunities. Business agility was reflected across our key initiatives which contributed to our growth and performance in this financial year.

- Stepping up our play in nation-building initiatives: We aligned with many of the national initiatives around development of infrastructure such as urban development, airports, roadways, mass rapid transportation, railways, municipal corporations and defense.

- Market & Segment Growth: We gained from strong performances in key growth market segments such as automotive & automotive aftermarket, safety, healthcare and small & medium enterprises reflecting positive market trends.

- Leveraging our diverse portfolio with customer-facing models: We developed newer business models driven by larger play in industrial, healthcare and consumer markets while expanding our consumer base through ecommerce.

- Managing our health of business and cash flow: We brought in razor sharp focus on driving our performance around key enterprise critical parameters (profitability, sales productivity and cash flow) aligned with the priorities of our Corporation''s drive towards efficient growth.

- Entering new geographies to expand our relevance: We expanded our presence and reach into Eastern and North Eastern States with focused business execution plans for deeper penetration.

Building a growth mindset was integral to executing the above five steps, while keeping our employees engaged and energized. This guided us to go after bigger, bolder and smarter opportunities in India.

The Company registered an overall turnover growth of 10.53% at Rs. 2,45,784.93 Lakhs for the financial year ended March 31, 2017 compared to Rs. 2,22,375.81 Lakhs in the previous year. The Profit before Interest and Depreciation was at Rs. 41,823.89 Lakhs compared to Rs. 35,427.91 for the previous year. Profit before Tax was at Rs. 36,921.96 Lakhs compared to Rs. 30,310.21 Lakhs for the last year. The operating margin for the current year was at 16.68% compared to 15.80% for the previous year. Total Comprehensive Income was at Rs. 23,831.51 Lakhs compared to Rs. 19,416.57 Lakhs for the previous year. Portfolio prioritization, operational productivity and lower material costs increased the profitability at all levels for the year under review. Export Sales was at Rs.2,863.03 Lakhs for the year ended March 31, 2017 compared to Rs. 4,715.80 Lakhs in the previous year, a decrease of 39.29%, due to weakness in global oil and gas scenario which lead to project delays.

The Industrial business grew by 9.91%; Health Care business grew by 15.37%: Safety and Graphics business grew by 14.46%; Consumer business grew by 10.56% and Energy business grew by 4.68%.

The EPS (Basic and Diluted) of the Company for the year 2016-17 was Rs. 213.72 per share as compared to Rs. 172.89 per share in the previous year, a growth of 23.62%. Detailed analysis of the performance has been discussed in the Management''s Discussion and Analysis Section of the Annual Report.

GST:

The Government of India has announced the introduction of GST in the country, most likely with effect from July 1, 2017. The Company has taken necessary steps to ensure smooth transition to GST regime. The Company has internally formed GST core committee & various sub committees representing all the stakeholders in this tax reform. The GST implementation preparedness actions are initiated and monitored on regular intervals. Your Company is taking all the efforts to ensure smooth migration into GST regime with no business interruptions.

CONTRIBUTION TO EXCHEQUER:

During the financial year 2016-17, the Company through its business contributed to various taxes viz., VAT, TDS, Sales Tax, State Excise, Excise, CENVAT and Customs close to Rs. 50,222 Lakhs in aggregate.

INVESTMENTS:

Capital Investments during the year 2016-17 were at Rs. 1,386.61 Lakhs (Net of capital work-in-progress and capital advances) (2015-16: Rs. 1,060.38 Lakhs).

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and/or commitments affecting the financial position of the Company since the close of the financial year and till the date of this report.

CHANGE IN THE NATURE OF BUSINESS

There were no changes in the nature of business during the year under review .

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report is annexed herewith as "Annexure A".

CORPORATE GOVERNANCE AND SHAREHOLDER INFORMATION

A separate Report on Corporate Governance in terms of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as "Listing Regulations") along with Certificate from Practicing Company Secretary regarding compliance to the Conditions stipulated under Chapter IV of the Listing Regulations is annexed as "Annexure B".

BUSINESS RESPONSIBILITY REPORT

A separate Section on Business Responsibility is annexed as "Annexure C" and forms part of this Annual Report as required under Regulation 34(2)(f) of SEBI ( Listing Obligations and Disclosure Requirements), Regulations 2015 .

EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS

The Company has only one class of share, i.e. equity share with a face value of Rs. 10/- each. The Authorized/Issued/Subscribed and fully paid-up Capital as at March 31, 2017 was Rs. 11,26,50,700 (divided into 1,12,65,070 equity shares of Rs. 10/- each).

During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

LISTING WITH STOCK EXCHANGES

The Company has paid the Annual Listing Fees for the year 2017-2018 to National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) where the Company''s equity shares are listed.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

At the Meeting of the Board held on February 9, 2017, based on the recommendation of the Nomination and Remuneration Committee, Mr. B.V. Shankaranarayana Rao(DIN: 00044840) has been re-appointed for a further period from April 1, 2017 to May 13, 2020 (till the date of his superannuation''s Whole-time Director of the Company. The details of Mr. Rao are exhibited in the Explanatory Statement to the Notice of the Annual General Meeting. The Board of Directors recommends his re-appointment.

Mr. Manuel B Pardo(DIN: 07125832) resigned as Director of the Company with effect from May 26, 2017 due to his appointment as Director -International Finance for Industrial Business in St. Paul, USA. The Board expresses its appreciation of the contributions made by Mr. Pardo during his tenure as Director of the Company.

The Board at their meeting held on May 26, 2017 appointed Mr. Jong Ho Lee (DIN: 06720950), as Additional Director of the Company categorized as Non-Executive Director from May 26, 2017. The details of Mr. Jong Ho Lee are furnished in the Explanatory Statement to the Notice of the Annual General Meeting pursuant to Section 102 of the Companies Act, 2013. The Board recommends his appointment.

Mr. Amit Laroya(DIN: 00098933), Non-Executive Non-Independent Director will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The details of Mr. Laroya are exhibited in the Explanatory Statement to the Notice of the Annual General Meeting. The Board of Directors recommends his re-appointment.

As at the financial year ended March 31, 2017, Ms. Debarati Sen, Managing Director, Mr. B.V. Shankaranarayana Rao, Whole-time Director, Mr. Panagiotis Goulakos (Panos), Chief Financial Officer and Mr. V. Srinivasan, Company Secretary and Compliance Officer, are the Key Managerial Personnel of the Company.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received necessary declarations from each Independent Directors of the Company under Section 149(7) of the Companies Act, 2013, that they meet the criteria of their Independence laid down in Section 149(6) of the Companies Act, 2013 read with Listing Regulations. The same is annexed herewith as "Annexure D".

DETAILS OF BOARD AND COMMITTEE MEETINGS DURING THE YEAR

During the financial year ended March 31, 2017, four (4) Meetings of the Board were held. The date and number of Meetings attended by each Director / Committee Member along with other Committee Meetings details are given in the Corporate Governance Report.

COMPOSITION OF AUDIT COMMITTEE

As at the financial year ending March 31, 2017, the Audit Committee of the Company consisted of three (3) Non-Executive Independent Directors and one (1) Non-Executive Director and all of them have financial and accounting knowledge. The members of the Committee are Mr. Biren Gabhawala (Chairman), Mr. Bharat Shah, Ms. Radhika Rajan (from May 27, 2016) and Mr. Manuel B Pardo. The Board has accepted all the recommendations of the Audit Committee during the year under review.

Mr. Jongho Lee has been appointed as a member of the Audit Committee in place of Mr. Manuel B Pardo with effect from May 26, 2017. NOMINATION AND REMUNERATION COMMITTEE POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and for other employees and their remuneration. The same has been disclosed in the website at http://solutions.3mindia.co.in/wps/portal/3M/en_IN/about-3M/information/corporate/financial-facts/summary/. The composition, criteria for selection of Directors and the terms of reference of the Nomination and Remuneration Committee is stated in the Corporate Governance Report.

ANNUAL BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, Listing Regulations and as per the Guidance Note issued by SEBI in January 2017, the Board has carried out an annual performance evaluation of its own performance, its Committee and the Directors individually. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

DETAILS OF REMUNERATION OF DIRECTORS

Disclosure pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as "Annexure E".

REMUNERATION RECEIVED BY MANAGING / WHOLE TIME DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY

During the year under review, no Commission or Remuneration was paid to the Executive Directors from Holding / Subsidiary Companies.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

(a) that in the preparation of the annual financial statements for the Financial Year ended March 31, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made 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, 2017 and of the profit of the Company for the year ended on that date;

(c) that proper and sufficient care has been taken 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 the annual financial statements have been prepared on a going concern basis;

(e) that proper internal financial controls were in place and that the financial controls were adequate and operating effectively;

(f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

3M globally is aligned to Company''s internal control over financial reporting based on the framework established by the Committee of Sponsoring Organizations of the Tread way Commission(COSO) in Internal Control — Integrated Framework (2013). The internal control framework essentially has two elements viz., (1) structures, policies and guidelines designed to achieve efficiency and effectiveness in operations and compliance with laws and regulations and (2) an assurance function provided by Internal Audit.

The Directors had laid down internal financial controls to be followed by the Company and such policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has in place adequate systems of internal control commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use or losses, executing transactions with proper authorization and ensuring compliance of corporate policies.

The Company, through its own Corporate Internal Audit Department, carries out periodic audits to cover all the offices, factories and key areas of business segments based on the plan approved by the Audit Committee and bring out any deviation to internal control procedures. The observations arising out of audit are periodically reviewed and compliance ensured. The summary of the Internal Audit observations and status of the implementation is submitted to the Audit Committee of the Board of Directors. The status of implementation of the recommendations is reviewed by the Committee on a regular basis and concerns, if any, are reported to the Board.

DISCLOSURE REGARDING FRAUDS

During the year under review, there were no frauds reported by the Auditor to the Audit Committee or to the Board.

INFORMATION ON THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURE

The Company does not have any Subsidiaries/Associates/Joint Venture.

DEPOSITS

During the year under review, the Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has not given any Loan, provided any guarantees or made any Investments covered under Section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS (RPTs)

All Related Party Transactions (RPTs) that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. All RPTs are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are foreseeable and repetitive in nature. A statement giving details of all actual RPTs versus the approval is placed before the Audit Committee for approval on a quarterly basis. The policy on RPTs as approved by the Board is uploaded on the Company''s website at http://solutions.3mindia.co.in/wps/portal/3M/en_IN/about-3M/ information/corporate/financial-facts/summary/.

The Company being a part of 3M conglomerate, has rights to carry out the business within India and accordingly, has access to Group''s synergies, state of the art products and technologies, competencies and "3M" brand name which are very critical and essential to carry out its business operations more efficiently in an increasingly globalized and competitive scenario. As a part of its regular business, the Company purchases, avails/renders services from/to 3M Company, USA and / or its group companies at arm''s length basis.

As per the provisions of the Companies Act, 2013 and Listing Regulations, all RPTs require approval of the members by an ordinary resolution. Based on past trend, the transactions are likely to exceed 10% of the annual turnover of the Company as per the last Audited Financial Statements of the Company and may exceed the materiality threshold as prescribed under the provisions of Listing Regulations. Thus, in terms of Listing Regulations, these transactions would require approval of the members.

The RPTs are necessary, normal to business, play a significant role in the Company''s business operations and also form integral part of the Company''s business. An analysis of all the RPTs entered into / by the Company and the basis of charge was undertaken through a third party professional firm. Accordingly, the Board recommends for the approval of the members in terms of the provisions of Listing Regulations.

The Company proposes to seek the approval of the Shareholders for all material RPTs for the estimated/proposed transactions for three financial years from April 1, 2017 to March 31, 2020 and for the excess of the limits approved by the shareholders at the Annual General Meeting held on 5th August, 2016 of the transactions for the financial year 2016-17.The excess value of the RPTs are in the ordinary and normal course of business and on Arms'' Length basis and accordingly the Board recommends the Ordinary Resolution set forth in the Notice for the ratification / approval of the Members. Form No. AOC-2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 read with Rule 8(2) of The Companies (Accounts) Rules, 2014 is annexed herewith as "Annexure F".

CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under Corporate Social Responsibility (CSR), the Company has undertaken projects in the areas of Education, Social Innovation, Women Empowerment and Sustainability. These projects are in accordance with Schedule VII to the Companies Act, 2013.

- Education: The Company worked with NGO partners to inculcate the spirit of inquiry and innovative thinking among underprivileged children. Your Company works with the Agastya Foundation on the Mobile Science Lab initiative which helps disseminate scientific practical knowledge to 100 Government schools in 2 states in India (Karnataka and Maharashtra), sparking curiosity among 20,000 children.

- Social Innovation: As a way to contribute to the innovation eco-system in the country, the Company supports young innovators in the age group of 18 to 30 years with an Incubation Fund and Awards Program, jointly with the Confederation of Indian Industries (CII). The program identifies unique innovations that can help solve social challenges in India. The award winners are offered grants by the Company to pursue their projects and develop prototypes for further development.

- Women Empowerment: The Company''s vision is to help develop leadership skills to empower underprivileged women though entrepreneurship and local governance. The Company works with two reputed NGOs in Bangalore to deliver a skills development program which is equipping more than 150 young women with the necessary skills to make them employable.

- Sustainability: In line with the overall objective of 3M India''s CSR initiative which is to engage in outcome-based corporate social responsibility programs that will impact and enrich the communities around the Company''s areas of operation, and to implement the parent Corporation, 3M Company''s global sustainable strategy, 3M India will support self -sustaining models to address the environmental & social sustainability needs of local communities.

The Annual Report on CSR activities is annexed herewith as "Annexure G" including the reasons for not spending the full amount for the year 2016-17.

DETAILS OF REMUNERATION OF EMPLOYEES

Pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement showing details of top ten employees in terms of remuneration drawn during the year and other employees of the Company employed throughout the year and employees employed for part of the year who were in receipt of remuneration of Rs. 1.02 Crores or more per annum and Rs. 80 Lakhs or more per month respectively is annexed herewith as "Annexure H."

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 is annexed as "Annexure I".

RISK MANAGEMENT POLICY

The Company has a Risk Management Policy pursuant to the requirements of Listing Regulations. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board''s Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed during the year by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has an effective vigil mechanism by way of Business Conduct Concern Reporting Policy (Whistleblower Policy) for upholding 3M''s Code of Conduct. The details of the said Policy are stated in the Corporate Governance Report and also available on the website of the Company http://solutions.3mindia.co.in/wps/portal/3M/en_IN/about-3M/information/corporate/financial-facts/ summary/.

STATUTORY AUDITORS

Messrs. BSR & Co. LLP, Chartered Accountants, Bengaluru (ICAI Firm Registration No. 101248W/W-100022) were appointed as the Statutory Auditors of the Company, to hold office for a period of five (5) years from the conclusion of the 29th Annual General Meeting, subject to ratification of the appointment by the members at every subsequent Annual General Meeting. The Company is in receipt of a confirmation from the Auditors that, inter-alia, they are not disqualified for appointment under Section 141 and other provisions of the Act, Chartered Accountants Act, 1949 or the Rules and Regulations made there under. Accordingly, proposal for ratification of appointment of Statutory Auditors has been included in the Notice convening the Annual General Meeting.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed Mr. Vijayakrishna K.T, Company Secretary in Practice to undertake the Secretarial Audit of the Company for the financial year 2016-17. The Report of the Secretarial Audit Report is annexed herewith as "Annexure J".

EXPLANATIONS IN RESPONSE TO AUDITORS'' QUALIFICATIONS

During the year under review, there were no qualifications, reservations or adverse remarks made by the Statutory Auditor / Secretarial Auditor in their respective Reports.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI).

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure K".

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

1. Number of complaints of sexual harassment received in the year(April 1, 2016 to march 31, 2017): 1

2. Number of complaints disposed off during the year: 1

3. Number of cases pending for more than 90 days: Nil

4. Number of workshops or awareness programmes carried out in connection with sexual harassment:

Three (3), in addition online modules are being assigned to new joinees.

5. Remedial measures taken by the Company: Respondent left the Company after investigation, counseling was done for both the parties.

HUMAN RESOURCES

During the year, the Company took many initiatives to increase organizational capability and productivity so as to be value driven and future-ready. As at March 31, 2017, the Company had employee strength of 1,373 personnel.

COST AUDIT

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the cost audit records maintained by the Company in respect of the products covered under the said rules are required to be audited by a Cost Accountant. Accordingly, the Board of Directors of the Company at its meeting held on May 26, 2017 on the recommendation of the Audit Committee, approved re-appointment of Messrs. Rao, Murthy & Associates, Cost Accountants, Bengaluru, (holding Registration No. 000065), to conduct the audit of the cost records of the Company for the financial year ended March 31, 2018 on an remuneration of Rs. 430,000/- plus taxes as applicable and out of pocket expenses at actuals. The Audit Committee has also received a certificate from the Cost Auditor certifying their independence and arm''s length relationship with the Company.

As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking ratification of the remuneration payable to Messrs. Rao, Murthy & Associates, Cost Accountants, Bengaluru is included in the Notice convening the Annual General Meeting.

Disclosure on Cost Audit: For the financial year ending March 31, 2016, the due date of filing the Cost Audit Report submitted by Messrs. Rao, Murthy & Associates, Cost Accountants, Bengaluru, was September 27, 2016 and the same was filed with the Ministry of Corporate Affairs on August 31, 2016 vide SRN G10337053.

OTHER DISCLOSURES

During the year under review, the Company:

a. has not bought its own shares nor has given any loan to the employees (including KMPs) of the Company for purchase of the Company shares, and,

b. has not issued any shares to trustees for benefit of employees.

ENVIRONMENT, HEALTH AND SAFETY

Compliance with relevant regulations and 3M Global Environmental, Health and Safety policies is an integral part of the Company''s operating philosophy and the Company stands committed to continually improve on these objectives. There was a considerable focus on improving Environment, Health and Safety during the period under review by the Company.

Environment: The Company has three (3) Manufacturing Plants in operation in India. All three (3) plants have Environmental Management Systems certified to ISO 14001: 2004. The Company is presently pursuing the implementation of new ISO 14001: 2015 standards. All plants have sewage / waste water treatment plants and the treated water is recycled for horticulture within the facilities. The plants have set up various measures to reduce, reuse and recycle the water where ever possible and there by bringing down the specific water consumption. Various energy conservation measures have also helped in reducing the specific energy consumption and thereby reducing the carbon foot prints. The Company''s Ranjangaon plant facility has installed 500KWp roof top solar power plant in a bid to increase the share of renewable energy usage and thereby reducing carbon foot prints. The plants have also installed rain water harvesting systems to divert the rain water for ground water recharging. With the approval from local Pollution Control Boards, plants have now started sending non-hazardous waste to cement companies to generate energy instead of in-house incineration and thereby reducing overall carbon foot prints by saving the part of the coal consumption of cement plants as well reducing fuel used to incinerate the material in house. As part of World Environmental day initiative, the plants have taken up various environmental awareness programs including tree plantation in plants as well as public location.

Health and Safety: All three (3) manufacturing plants have health and safety management systems certified to OHSAS 18001: 2007. All plants have dedicated safety officers supported by Corporate EHS. Plant Safety Committees, which include shop floor employees and chaired by Plant managers, are in place and meet regularly to review issues impacting plant safety and employees health. High risk operations are controlled through the hierarchy of controls identified through 3M''s risk prioritization matrix initiative. Key measures like conducting training programs on various health and safety issues including dealing with epidemics, ergonomics, industrial hygiene, process safety management, machine guarding, work safety, road safety, first-aid, manual handling etc. have been implemented. Regular health checkup of the plant employees is carried out. Every year plants celebrate safety month in March and conduct various safety awareness programs like safety quiz, drawing competition, slogan and hazard identification competition. All plants have full-fledged emergency communication and management systems including fire alarms, fire hydrants and fire sprinklers. Regular mock drills are conducted to check the adequacy and preparedness of these systems. The plants have a well-equipped first aid rooms to attend to immediate medical needs. During this period under consideration, there were no lost time accidents across three plants. All three plants have received 3M CEO Safety Awards for completing two years without any lost time accident.

AWARDS AND RECOGNITION

- The Company was recognized as one of the Best Healthcare Brands in 2016 by the Economic Times (ET) publication. It was recognized for its contribution to the healthcare industry and strong brand presence in the Medical Device & Equipment segment. Best Healthcare Brands is an initiative from the Economic Times (ET) Best Brands Initiative to exclusively recognize the contributions made by healthcare brands in India.

- 3M Car Care was awarded the Franchisor of the Year 2016 by Franchise India, Asia''s largest franchise solutions Company. The award recognized Car Detailing as a unique category which is representative of the growing interest and penetration of a category that 3M Car Care has successfully created over the years in India.

- The Scotch-Brite® Twister Mop, an innovation in the home cleaning category developed in 3M India research lab, was awarded the global Red Dot Product Design Award, for its innovative wringing mechanism, durable materials used, and the comfort it guarantees. The Red Dot award is one of the most coveted design awards in the world.

- The Company was recognized by Honda Motorcycles & Scooters India for the New Part Development Award (2016-17), recognizing the Company''s deep customer engagement through innovation.

- The Company''s Electronics City Plant was recognized by the Confederation of Indian Industry (CII) in their Kaizen competition for the South Region. Two projects from the Electronics City plant won the 3rd place in the Associate category and the "Double Star Award" in the Supervisors Category respectively.

- The Electronics City plant received 3M Corporate recognition for quality and manufacturing excellence with global awards for two projects - One for quality achievement and one for process technology excellence.

- The Company''s plants at Electronics City, Ranjangaon and Ahmadabad received 3M Corporation''s CEO Health & Safety award for completing 2 years without any lost time injury.

- The Company also received accolades for excellence in marketing, innovation and support functions with several regional awards.

ACKNOWLEDGEMENT

Your Directors wish to thank and acknowledge with gratitude the co-operation, assistance and support received from the Central

Government, State Governments of Karnataka, Maharashtra and Gujarat, Bankers, Shareholders, Dealers, Vendors, Promoters of the Company and all other stake holders.

The Directors also wish to place on record their sincere appreciation and gratitude towards the contribution made by every employee of the Company.

On behalf of the Board of Directors

Debarati Sen B.V. Shankaranarayana Rao

Place : Bengaluru Managing Director Whole-time Director

Date : May 26, 2017 DIN: 07521172 DIN: 00044840


Mar 31, 2014

To the Members of 3M India Limited

The Directors have pleasure in presenting to you their 27th Annual Report of the Company with the Audited Accounts for the year ended March 31, 2014. As notified by Ministry of Corporate Affairs (MCA) Circular No. 1/19/2013-CL-V dated April 4, 2014, the Company has followed the Companies Act, 1956, in respect of the report.

FINANCIAL RESULTS

The following are the working results:

(Rs. in Lakhs)

Particulars For the year ended For the year ended March 31, 2014 March 31, 2013 (12 Months) (12 Months) (Audited) (Audited)

Total Income (excluding excise duty) 176,228.57 158,463.46 Of which - Export Sales 2,902.31 2,257.80

- Other Income 1,994.29 1,050.34

Less : Expenditure 163,144.31 146,362.30

Profit before Interest and Depreciation 13,084.26 12,101.16

Less : Interest 1,417.17 951.35

Less : Depreciation 4,760.40 3,630.00

Profit before Taxation 6,906.69 7,519.81

Less : Provision for Taxation 2,607.67 2,293.28

Profit after Taxation 4,299.02 5,226.53

COMPANY PERFORMANCE

The Company started the year under review with caution as it expected the volatility to continue through 2013-14. The environment continued to remain challenging during the year. Despite a good monsoon, the manufacturing indices went down; commodity prices were at the peak resulting in high inflation, rupee depreciated significantly before reviving a little. The Government and the Central Bank managed to control to some extent appropriate monetary and fiscal policies. The Management believes that this is going to be a temporary phase though there is a possibility that acceleration in growth may take longer than anticipated earlier. The new Government likely to be in power shortly is expected to address many of the corporate challenges and to infuse significant amount of efforts to revive the economy.

Your Directors are satisfied that in the current economic environment which continues to be weak and uncertain, your Company has kept its sight on strategy to deliver long term sustainable productivity led profitable growth. Your Company has a strong leadership team which will continue to focus on reinforcing the growth drivers and further improving operational efficiencies.

Your Company achieved the following impactful business wins during the year under reference:

INDUSTRIAL- Automotive After-Market Division increased its presence to 1400 body shops in India, Wash products of the AAD being approved by leading Automobile Companies for their service centers,

HEALTHCARE – Launched first of its kind online portal for dental clinics, Food Safety solutions helped FMCG Companies to enhance their food safety standards,

CONSUMER – Home care division launched India''s first foot lock products, entered consumer health market with Nexcare™ products,

SAFETY & GRAPHICS – The Radio Frequency Identification tags on vehicles to aid nationwide electronic tolling, introduced products for Indian Navy and car personalisation wrap films, and

ENERGY – For the first time Indian nuclear & thermal power sector used our Scotchkote™ products.

Despite high volatility and uncertainty, the Supply Chain team of your Company has ensured supply of quality materials and services at competitive prices. The process to localise raw materials has continued successfully delivering savings and shorter procurement lead times. Your Company continues to benefit from its access to the 3M Group research and development, and technical expertise, as well as the best practices available from the global network.

REPORT OF THE DIRECTORS

The Company registered an overall turnover growth of 11.21% at Rs. 176,228.57 Lakhs for the financial year ended March 31, 2014 compared to Rs.158,463.46 Lakhs in the previous year. The Profit before Interest and Depreciation was at Rs. 13,084.26 Lakhs compared to Rs. 12,101.16 Lakhs for the previous year. The operating margin for the current year was at 7.42% compared to 7.64% for the last year. Profit before Tax was at Rs.6,906.69 Lakhs compared to Rs. 7,519.81 Lakhs for the previous year. Profit after taxation was at Rs.4,299.02 Lakhs compared to Rs.5,226.53 Lakhs for the previous year. Higher input costs combined with higher depreciation, interest, depreciation of the rupee against all currencies impacted our profit after tax.

Export Sales was at Rs.2,902.31 Lakhs for the year ended March 31, 2014 compared to Rs. 2,257.80 Lakhs in the previous year.

The Industrial business grew by 0.35%; Health Care business grew by 5.29%; Safety and Graphics business grew by 29.14%; Consumer business grew by 15.29% and Energy business grew by 27.77%.

The EPS (Basic and Diluted) of the Company for the year 2013-14 was Rs. 38.16 per share as compared to Rs. 46.40 per share in the previous year 2012-13. Detailed analysis of the performance has been discussed in the Management''s Discussion and Analysis Section of the Annual Report.

CAPITAL INVESTMENTS

Capital Investments during the year 2013-14 was at Rs. 4,758.98 Lakhs (Net of capital work-in-progress and capital advances) (2012- 13: Rs. 12,898.84 Lakhs).

DIVIDEND

Significant investments have been made in driving our manufacturing and localisation initiatives such as non-woven maker, tape coater and on medical plant. These Investments are yet to be productive in this slow economic downtrend. As a result it has been decided to conserve and retain our earnings.

DIRECTORS

- Mr. Ajay Nanavati relinquished his office as Managing Director of the Company with effect from September 30, 2013 consequent upon completion of his term and appointed as Director-Business Development-Asia Pacific and Greater China based out of Singapore.

- Your Directors through a circular resolution dated October 4, 2013 appointed Mr. Amit Laroya as the Managing Director of the Company with effect from October 1, 2013 for a period of five years in place of Mr. Ajay Nanavati subject to the approvals from members and from the Central Government.

- Consequent upon her appointment as General Counsel for South East Asia (SEA) Region, Singapore, Mrs. Sadhana Kaul ceased to be Whole-time Director of the Company with effect from October 31, 2013.

- Mr. Frank R Little and Mr. John R Houle resigned with effect from February 10, 2014 as Non- Executive Director''s consequent upon taking up higher responsibilities within 3M in USA.

- The Board of Directors at its meeting held on February 10, 2014 appointed Mr. Ippocratis Vrohidis, Mr. Ashish Khandpur and Mrs. Sadhana Kaul as Additional Directors and Non-Executive Directors of the Company effective from February 10, 2014 and they hold office up to the date of the ensuing Annual General Meeting of the Company and are eligible for re-appointment.

The Board expresses its appreciation for the contributions and services rendered by Mr. Ajay Nanavati, Mr. Frank R Little and Mr. John R Houle during their tenure as Directors of the Company.

The Board of Directors welcomes Mr. Ippocratis Vrohidis, Mr. Ashish Khandpur and Mrs. Sadhana Kaul to the Board.

With effect from April 01, 2014, inter-alia, provisions of section 149 of Companies Act, 2013, has been brought into force. In terms of the said section read with section 152(6) of the Act, the provisions of retirement by rotation are not applicable to Independent Directors. Therefore, the directors to retire by rotation have been re-ascertained on the date of this notice. Accordingly, Mr. Albert C Wang, Non-Independent Non-Executive Director will retire at the ensuing annual general meeting and being eligible offers himself for re-appointment. The Board of Directors recommends his re-appointment.

The Companies Act, 2013 provides for appointment of Independent Directors. Section 149 (10) of the Companies Act, 2013 provides that Independent Directors shall hold office for a term of up to 5 consecutive years on the Board of Directors of a Company. In terms of the said section read with section 152(6) of the Companies Act, 2013, the provisions relating to retirement of Directors by rotation are not applicable to Independent Directors. However, as our Non-Executive Independent Directors, Mr. Balaji Rao, Mr. B.S. Iyer and Mr. B.C. Prabhakar were appointed as Directors liable to retire by rotation under the applicable provisions of the Companies Act, 1956, the Board has been advised that the Non-Executive Independent Directors so appointed would continue to serve the term for which they were appointed in terms of the resolution by which they were appointed. Therefore, only those Non-Executive Independent

REPORT OF THE DIRECTORS

Directors who will complete their present term at the ensuing Annual General Meeting of the Company, and who, being eligible for re-appointment, have consented to be re-appointed, can be considered by the members for re-appointment for a term of up to 5 consecutive years.

The other Non-Executive Independent Directors (Mr. B.S. Iyer and Mr. B.C. Prabhakar) who are not liable by rotation at the ensuing Annual General Meeting will continue to hold office till the expiry of their term based on the calculation of their retirement period in terms of the resolution by which they were appointed, and thereafter would be eligible for re-appointment in accordance with the Companies Act, 2013.

Mr. D.J. Balaji Rao is a Non-Executive, Independent Director of the Company. He joined the Board of Directors of the Company in December 26, 2001 and was appointed as Chairman of the Board from September 10, 2008. He retires by rotation at the ensuing AGM under the applicable provisions of the Companies Act, 1956, and he has conveyed his intention not to seek re-appointment owing to his other commitments. Accordingly, and the Board has decided not to fill, for the time being, the vacancy caused due to his retirement.

The Board expresses its deep appreciation for the valuable contributions and services made by Mr. Balaji Rao during his tenure as Director from December 2001 and as Chairman of the Company from September 2008 to the progress of the Company.

The Board at its meeting held on May 29, 2014 elected Mr. B.S. Iyer, Non-Executive Independent Director as Chairman of the Board with effect from the conclusion of the ensuing Annual General Meeting of the Company to be held on August 4, 2014.

The Board of Directors welcomes Mr. Iyer as new Chairman of the Board.

CHANGE IN BUSINESS SEGMENTS

Consistent with 3M''s global strategy of building relevance and presence in the marketplace, the Company aligned resources and management towards a new revised structure comprised of five business groups: Consumer; Industrial; Health Care; Safety and Graphics; and Energy from April 1, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS

A Management Discussion and Analysis Report accompany this report.

CORPORATE GOVERNANCE

A separate report on Corporate Governance along with a Certificate from a Practising Company Secretary regarding compliance to the Conditions stipulated under Clause 49 of the Listing Agreement is set out in the Annexure to the Directors'' Report.

PARTICULARS OF EMPLOYEES

The Company had 1,623 employees as of March 31, 2014. During the year, 31 employees employed throughout the year and 4 employees employed for part of the year were in receipt of remuneration of Rs. 60 Lakhs or more per annum / Rs. 5 Lakhs or more per month.

In accordance with the provisions of Section 217(2A) read with Companies (Particulars of Employees), Rules, 1975, the names and other particulars of employees are set out in the Annexure to the Directors'' Report. However, as per the provisions of Section 219(1) (b) (iv) of the Companies Act, 1956, the Directors'' Report is being sent to all members of the Company excluding the aforesaid information about the employees. Any Member interested in obtaining such particulars may write to the Company Secretary at the Registered / Corporate Office of the Company and the same shall be provided by the Company.

There was no complaint lodged by any woman employee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, with the Company during the period under report.

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

Information required under Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is set out in the Annexure to the Directors'' Report.

SAFETY, HEALTH AND ENVIRONMENT

The Company accords high priority to health, safety and environment. The Company has three Manufacturing Plants in operation in India. All these plants are certified ISO 14001: 2004 for their Environmental Management Systems. The initiative of obtaining this certification is in strict adherence to 3M''s Environmental Policy. The Company emphasizes maintaining a healthy and safe environment in and around its facilities as well as contract sites where ongoing projects are under execution. Safety awareness is inculcated through regular Safety awareness programs; basic fire safety training, mock drills etc. There has been no incidence of any accidents reported during the year under review.

REPORT OF THE DIRECTORS

AWARDS AND RECOGNITION

- The Company was recognised by Honda Cars India Ltd. (HCIL) for Outstanding Performance in the category of "Best Cost Cooperation". Staying true to our promise of helping our customers succeed, the Automotive Division team''s efforts contributed to Honda''s achievement as the best performing car manufacturer in India in 2013.

- 3M India''s journey in sustainability has followed a 360 degree approach from green practices in manufacturing to innovating green products that are helping our customers reduce their carbon footprint. The Company was recognised for its sustainability practices by FICCI and our sustainable products were also recognised and showcased at the prestigious GreenCo Summit 2013 in Pune which had India''s former President, His Excellency Dr. APJ Kalam in attendance.

- The Health Care division in collaboration with NABH was honoured with the eINDIA Award for promoting Best Practices in Health Care in association with the government. This is the third national award in succession for the business which has previously won the prestigious Wound Management Company of the Year Award (Frost & Sullivan) & QCI – DL Shah National Award for excellence in Health Care Services.

- The Company''s sustainability efforts got national recognition with the first runner up award from FICCI in the Best Corporate Sustainability Endeavour (2013) - Large Corporates category. Selected from over 100 hundred companies, 3M India is among the top three Corporates to receive what is also India''s highest recognition in the area of sustainability. This is also valued recognition for our life-cycle management process that incorporates green into product development right from the idea stage.

- The Company continued to get recognised for Quality Excellence initiatives. FICCI Quality Systems Excellence Awards have been instituted to recognise the robustness of quality systems in organisations across India. Companies that display high performance quality systems contributing to systematic improvement in performance are felicitated. 3M India''s entry was evaluated at multiple levels which included joint scrutiny by FICCI and QCI followed by a visit to the Electronics City plant by auditors from Quality Council of India and Maruti Suzuki (representing Industry) to interact with our corporate quality leadership teams as well as plant teams. This recognition comes in the wake of the six Corporate Quality Achievement awards and another National Quality Award by the Quality Council of India for our manufacturing facilities in last two years.

- 3M Corporation awarded 3M India''s Ranjangaon facility with the CEO Safety and Health Award. This award recognises facilities, groups or business units for achieving sustained periods of zero lost time injury and/or illness cases. The Ranjangaon plant qualified for the CEO Safety and Health Award for achieving 731 days consecutively without a lost time injury or illness incident.

- 3M India''s Ranjangaon facility was awarded the 3M Manufacturing and Process Technology Excellence Award by 3M Corporation in recognition of the successful start-up of the first non-woven maker at the facility.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments that occurred affecting the financial position of the Company between March 31, 2014 and the date on which this report has been signed.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibility Statement, the Directors state that:

i) in the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company and of its profits for the year ended March 31,2014;

iii) they have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of this Act, to safeguard the Assets of the Company and to prevent and detect fraud and other irregularities;

iv) they have prepared the financial statements for the year ended March 31,2014 on a going concern basis.

COST AUDIT

The Cost Audit Branch, Ministry of Corporate Affairs, Government of India has issued order No. F. No. 52/26/CAB-2010 dated November 6, 2012 to have the cost accounting records audited by a Cost Accountant or a firm of Cost Accountants effective April 1, 2013 for the Companies:

a. which are engaged in the production, processing, manufacturing or mining of the products/activities included in the product/ activity groups,

REPORT OF THE DIRECTORS

b. wherein the aggregate value of the turnover made by the company from sale or supply of all its products/activities during the immediately preceding financial year exceeds Rs. 100 crores,

c. wherein the company''s equity or debt securities are listed or are in the process of listing on any stock exchange, whether in India or outside India.

The following Company product/s mentioned as per Table-II of the above order (i.e., based on central excise tariff Act chapter headings covered in the product or activity group) are covered under the compulsory cost audit, viz.,

Product or activity Name of the product or activity group Central Excise Tariff Act chapter headings group code covered in the product or activity group

2013 Albuminoidal substances, starches, glues and enzymes 3506

2014 Miscellaneous chemical products 3811, 3814, 3824 2023 paints and varnishes 3208

2025 plasters and fillers 3214

2028 soaps, detergents and cleaning agents 3402

2029 lubricating preparations 3403

2030 waxes and wax products 3405

2035 chemicals-plastics and polymers 3901, 3904, 3907, 3910

2036 articles of plastics and polymers 3919, 3920, 3926

3009 paper and paperboard 4811

3010 articles of paper and paperboard 4820, 4821, 4823 3024 synthetic yearns or fibers 5601, 5602,5603 3027 other textile fabrics or products 6307

3036 articles of stones, plaster, cement, asbestos and mica 6805

4008 aluminum and aluminum products 7607

4017 machinery and mechanical appliances 8466

4020 electrical and electronic equipments or appliances 8528

4048 miscellaneous manufactured articles 9603

Accordingly, the Board of Directors at its meeting held on May 29, 2014 had on the recommendation of the Audit Committee of Directors appointed Messrs. Rao, Murthy & Associates, Cost Accountants, Bangalore (holding Registration No. 000065) being eligible and having sought re-appointment, as Cost Auditors to conduct audit of cost accounting records maintained by the Company for the above products covered under MCA cost Audit Order ref. no. 52/26/CAB-2010 dated 06.11.2012, for the financial year ending March 31, 2015.

For the financial year ending March 31, 2014, the due date for filing the Cost Audit Report is September 27, 2014.

AUDITORS

Messrs. Lovelock & Lewes, Chartered Accountants, Auditors of the Company, Bangalore having Registration No. 301056E retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a certificate from the Auditors to the effect that their re-appointment, if made, would be within the limits prescribed.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

The Board at its meeting held on April 18, 2014 constituted a CSR Committee with Mr. B.C. Prabhakar, Independent Director, Mr. Amit Laroya, Managing Director and Mr. B.V. Shankaranarayana Rao, Whole-time Director as members of the Committee. In line with the Company''s core values, CSR strategy will focus on three areas: Education, Innovation and Women Empowerment.

VOLUNTARY DELISTING FROM THE CALCUTTA STOCK EXCHANGE LIMITED

The Company has received approval from The Calcutta Stock Exchange Limited regarding voluntary de-listing of the Company''s equity shares from their stock exchange with effect from April 25, 2014.

FIXED DEPOSITS

During the year under review, the Company has neither accepted nor renewed any deposits from public within the meaning of Sections 58A and 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

ACKNOWLEDGEMENT

The Board wishes to place on record its appreciation to all employees in the Company, for their sustained efforts and immense contributions to the good levels of performance and growth that your Company has achieved during the year. The Board also acknowledges the continued support and co-operation received from 3M Company, USA.

The Directors express their gratitude to the Central Government and the State Governments of Karnataka, Maharashtra and Gujarat for the support given to the Company. The Directors also thank all customers, dealers, suppliers, banks, members and others connected with the business of the Company for their co-operation.

On behalf of the Board of Directors

Place : Bangalore Amit Laroya B.V. Shankaranarayana Rao

Date : May 29, 2014 Managing Director Whole-time Director


Mar 31, 2013

The Directors have pleasure in presenting to you their 26th Annual Report of the Company with the Audited Accounts for the year ended March 31, 2013.

FINANCIAL RESULTS

The following are the working results:

(Rs. in Lakhs)

Particulars For the year ended For the year ended March 31, 2013 March 31, 2012 (12 Months) (12 Months) (Audited) (Audited)

Total Income 158,463.46 141,036.81

Of which - Export Sales 2,204.52 2,248.12

-Other Income 1,050.34 526.74

Less : Expenditure 146,362.30 128,404.57

Profit before Interest and Depreciation 12,101.16 12,632.24

Less . Interest 95135 318.05

Less: Depreciation 3,630.00 2,703.13

Profit before Taxation 7,519.81 9,611.06

Less : Provision for Taxation 2,293.28 3,133.89

Profit after Taxation 5,226.53 6,477.17

COMPANY PERFORMANCE

The Company registered an overall turnover growth of 12% at Rs. 158,463 Lakhs for the financial year ended March 31, 2013 compared to Rs.141,037 Lakhs in the previous year. The operating margin for the current year was at 7.64% compared to 8.96% for the last year. Net Profit before Tax was at Rs.7,520 Lakhs compared to Rs. 9,611 Lakhs for the previous year. Net profit after taxation was at Rs.5,227 Lakhs compared to Rs.6,477 Lakhs for the previous year. Higher input costs combined with interest, depreciation of the rupee against all currencies and accelerated investments impacted our profit after tax.

Export Sales was at Rs.2,205 Lakhs for the year ended March 31, 2013 compared to Rs. 2,248 Lakhs in the previous year.

The Industrial and Transportation business grew by 11.66%; Health Care business grew by 21.13%: Display and Graphics business grew by 18.66%; Consumer and Office business grew by 17.71% and Safety, Security and Protection Services business de-grew by 3.05%.

The EPS (Basic and Diluted) of the Company for the year 2012-13 was Rs. 46.40 per share as compared to Rs. 57.50 per share in the previous year 2011-12. Detailed analysis of the performance has been discussed in the Management''s Discussion and Analysis Section of the Annual Report.

CAPITAL INVESTMENTS

Capital Investments during the year 2012-13 was at Rs. 12,899 Lakhs (Net of capital work-in-progress and capital advances) (2011-12: Rs. 9,668 Lakhs).

RECOGNITION OF NEW R&D CENTER IN BANGALORE

Your Directors are pleased to inform you that on July 20,2012, The Department of Scientific and Industrial Research (DSIR), Government of India has recognized the Company''s in-House R&D Unit at Bangalore and on February 7, 2013, approval under section 35(2AB) of the Income Tax Act, 1961 was obtained from DSIR for availing the weighted deduction under Income Tax Act.

DIVIDEND

In view of the significant investments made in driving our manufacturing and localization initiatives such as non-woven maker, tape coater and on medical plant, it has been decided to conserve and retain our earnings.

DIRECTORS

Mr. R. Vijay Kumar ceased to be Whole-time Director of the Company with effect from October 26, 2012. Mr. Frank R Little and Mr. John R Houle were appointed as Additional Directors and Non-Executive Directors from October 26, 2012.

The Board of Directors welcomes Mr. Frank R Little and Mr. John R Houle to the Board.

Mr. B.S. Iyer and Mr. B.C. Prabhakar are liable to retire by rotation and offer themselves for re-election.

REDUCTION IN PROMOTER''S SHAREHOLDING IN THE COMPANY

In order to comply with Minimum Public Shareholding of 25% as mandated by Securities and Exchange Board of India (SEBI), 3M Company, USA, promoter of the Company sold 113,198 shares through Offer for Sale(OFS) method through Stock Exchanges on March 21, 2013 and brought down its stake from 76% to 75%.

CHANGE IN BUSINESS SEGMENTS

Consistent with 3M''s global strategy of building relevance and presence in the marketplace, the Company will also align resources and management towards a new revised structure comprised of five business groups: Consumer; Industrial; Health Care; Safety and Graphics; and Energy which will align with 3M Global structures.

Presently the Company''s operating results were managed on the basis of its existing segment structures viz., Industrial and Transportation, Health Care, Display and Graphics, Consumer and Office and Safety, Security and Protection Services through April 1, 2012 to March 31, 2013, with the intention that results be managed under the new alignment once it is fully effective from April 1, 2013 onwards.

MANAGEMENT DISCUSSION AND ANALYSIS

A Management Discussion and Analysis Report accompany this report.

CORPORATE GOVERNANCE

A separate report on Corporate Governance along with a Certificate from a Practising Company Secretary regarding compliance to the Conditions stipulated under Clause 49 of the Listing agreement is set out in the Annexure to the Directors'' Report.

PARTICULARS OF EMPLOYEES

The Company had 1,791 employees as of March 31, 2013. During the year, 25 employees employed throughout the year and 1 employee employed for part of the year were in receipt of remuneration of Rs. 60 Lakhs or more per annum / Rs. 5 Lakhs or more per month.

In accordance with the provisions of Section 217(2A) read with Companies (Particulars of Employees), Rules, 1975, the names and other particulars of employees are set out in the Annexure to the Directors'' Report. However, as per the provisions of Section 219(1) (b) (iv) of the Companies Act, 1956, the Directors'' Report is being sent to all members of the Company excluding the aforesaid information about the employees. Any Member interested in obtaining such particulars may write to the Company Secretary at the Registered / Corporate Office of the Company and the same shall be provided by the Company.

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

Information required under Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is set out in the Annexure to the Directors'' Report.

SAFETY, HEALTH AND ENVIRONMENT

The Company accords high priority to health, safety and environment. The Company has three Manufacturing Plants in operation in India. All these plants are certified ISO 14001: 2004 for their Environmental Management Systems. The initiative of obtaining this certification is in strict adherence to 3M''s Environmental Policy. The Company emphasizes maintaining a healthy and safe environment in and around its facilities as well as contract sites where ongoing projects are under execution. Safety awareness is inculcated through regular Safety awareness programs; basic fire safety training, mock drills etc. There has been no incidence of any accidents reported during the year under review.

AWARDS AND RECOGNITION

- The Healthcare Division won the prestigious QCI-DL Shah National Award for Healthcare Services, awarded by the Quality Council of India (QCI) in the ''Quality Control in Hospital Sterilization'' category for its significant contribution towards Infection prevention, enabling speedy recovery and positive patient outcomes at reduced healthcare costs.

- The Electronic City (EC) Plant won second place at the State Level Safety awards announced at the National Safety Day celebrations, organized by the Department of Factories, Boilers, Industrial Safety & Health.

- The EC plant won second Prize for 5S Excellence from the Confederation of Indian Industry (CM) in the Manufacturing Category (Medium Scale).

- TESCO presented our Home Care Division with their ''Winning Together'' award for supply chain excellence which helped TESCO register a growth of 49% (year-on-year) in Home Care products for the period Jan-Dee 2012.

- The Company won the MMOG Certification (Materials Management and Operations Guideline) and the Ford Q1 Award, a Global Recognition from Ford for World Class Quality Standards. The MMOG certification is given by the US Automotive Industry Action Group and recognizes our automotive best practices.

- The Company''s work towards establishing the highest quality stand was recognized by General Motors India for Supplier Quality Excellence in 2012. The EC plant consistently supplied on time in full with "Zero DPPM" (defective parts per million) to General Motors for 12 consecutive months.

- The Company''s products - CHG Hand Rub Bottle and Scotch-Brite Kitchen Towels- won the Indiastar 2012 award for excellence in packaging design. Both products have now received recognition at the Asia Regional level by winning the Asia Star Awards for Packaging.

- The Healthcare division was declared ''The Wound Management Company of the Year'' by renowned research company. Frost & Sullivan at their 4th Annual India Healthcare Excellence Awards after being selected and evaluated on the basis of various criteria ranging from revenue generation and market share to technological innovation and clinical excellence, among others. The efforts undertaken by the division in training the nursing fraternity that has in turn considerably raised the standards of care in wound management, has been instrumental in helping the company earn this recognition.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments that occurred affecting the financial position of the Company between March 31, 2013 and the date on which this report has been signed.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibility Statement, the whole-time management state that:

i) in the preparation of the annual accounts for the year ended March 31, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company and of its profits for the year ended March 31,2013;

iii) they have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of this Act, to safeguard the Assets of the Company and to prevent and detect fraud and other irregularities;

iv) they have prepared the financial statements for the year ended March 31,2013 on a going concern basis;

COST AUDIT

The Cost Audit Branch, Ministry of Corporate Affairs, Government of India has issued order No. F. No. 52/26/CAB-2010 dated November 6, 2012 to have the cost accounting records audited by a Cost Accountant or a firm of Cost Accountants effective April 1, 2013 for the Companies:

a. which are engaged in the production, processing, manufacturing or mining of the products/activities included in the product/ activity groups,

b. wherein the aggregate value of the turnover made by the company from sale or supply of all its products/activities during the immediately preceding financial year exceeds Rs. 100 crores,

c wherein the company''s equity or debt securities are listed or are in the process of listing on any stock exchange, whether in India or outside India.

The following Company product/s mentioned as per Table-ll of the above order (i.e., based on central excise tariff Act chapter headings covered in the product or activity group) are covered under the compulsory cost audit, viz.,

Product or activity Name of the product or activity group Central Excise Tariff Act chapter headings group code covered in the product or activity group

2013 Albuminoidal substances, starches, glues and enzymes 3506

2014 Miscellaneous chemical products 3811,3814,3824

2023 paints and varnishes 3208

2025 plasters and fillers 3214

2028 soaps, detergents and cleaning agents 3402

2029 lubricating preparations 3403

2030 waxes and wax products 3405

2035 chemicals-plastics and polymers 3901,3904,3907,3910

2036 articles of plastics and polymers 3919,3920,3926

3009 paper and paperboard 4811

3010 articles of paper and paperboard 4820,4821,4823

3024 synthetic yearns or fibers 5601,5602,5603

3027 other textile fabrics or products 6307

3036 articles of stones, plaster, cement, asbestos and mica 6805

4008 aluminum and aluminum products 7607

4017 machinery and mechanical appliances 8466

4020 electrical and electronic equipments or appliances 8528

4048 miscellaneous manufactured articles 9603

Accordingly, the Board of Directors at its meeting on May 30, 2013 had on the recommendation of the audit committee of Directors appointed M/s. Rao, Murthy & Associates, Cost Accountants, Bangalore as Cost Auditors to conduct audit of cost accounting records maintained by the Company for the products covered under MCA cost Audit Order ref. no. 52/26/CAB-2010 dated 06.11.2012, for the financial year ending March 31, 2014.

AUDITORS

M/s. Lovelock & Lewes, Chartered Accountants, Auditors of the Company, holding Firm Registration No. 301056E will retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The Company has received a certificate from the Auditors to the effect that their re-appointment, if made, would be in accordance with Section 224(1 B) of the Companies Act, 1956.

FIXED DEPOSITS

During the year under review, the Company has neither accepted nor renewed any deposits from public within the meaning of Sections 58A and 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

ACKNOWLEDGEMENT

The Board wishes to place on record its appreciation to all employees in the Company, for their sustained efforts and immense contributions to the good levels of performance and growth that your Company has achieved during the year. The Board also acknowledges the continued support and co-operation received from 3M Company, USA.

The Directors express their gratitude to the Central Government and the State Governments of Karnataka, Maharashtra and Gujarat for the support given to the Company. The Directors also thank all customers, dealers, suppliers, banks, members and others connected with the business of the Company for their co-operation.

On behalf of the Board of Directors

Place : Bangalore Ajay Nanavati Sadhana Kaul

Date : May 30, 2013 Managing Director Whole-time Director


Mar 31, 2012

The Directors have pleasure in presenting to you their 25th Annual Report of the Company with the Audited Accounts for the year ended March 31, 2012.

FINANCIAL RESULTS

The following are the working results:

(Rs. in Lakhs)

Particulars For the year ended For the year ended March 31, 2012 March 31, 2011 (12 Months) (12 Months) (Audited) (Audited)

Total Income 141,036.81 120,240.89

Of which - Export Sales 2,248.12 2,821.94

- Other Income 526.74 1,099.96

Less : Expenditure 128,404.57 103,617.83 Profit before Interest and Depreciation 12,632.24 16,623.06

Less : Interest 318.05 80.02

Less : Depreciation 2,703.13 1,736.57

Profit before Taxation 9,611.06 14,806.47

Less: Provision for Taxation 3,133.89 4,925.75

Profit after Taxation 6,477.17 9,880.72

COMPANY PERFORMANCE

The Company registered an overall turnover growth of 17.30% at Rs. 141,036.81 Lakhs for the financial year ended March 31, 2012 compared to Rs. 120,240.89 Lakhs in the previous year. The operating margin for the current year was at 8.96% compared to 13.82% for the last year, down by 35.17%. Net Profit before Tax was lower by 35.09% at Rs. 9,611.06 Lakhs compared to Rs. 14,806.47 Lakhs for the previous year. Net profit after taxation was also lower by 34.45% at Rs.6,477.17 Lakhs compared to Rs.9,880.72 Lakhs for the previous year mainly on account of: higher input costs, adverse impact of depreciation of the rupee against all currencies at Rs. 4,333.49 Lakhs, interest costs at Rs. 318.05 Lakhs and increase in Corporate Management fee paid to the parent company.

Export Sales de-grew by 20.33% at Rs. 2,248.12 Lakhs for the year ended March 31, 2012 compared to Rs. 2,821.94 Lakhs in the previous year.

The Industrial and Transportation business grew by 24.56%; Health Care business grew by 13.61%: Display and Graphics business grew by 5.67%; Consumer and Office business grew by 24.78% and Safety, Security and Protection Services business grew by 15.55%.

The EPS (Basic and Diluted) of the Company for the year 2011-12 de-grew by 34.44% to Rs. 57.50 per share from Rs. 87.71 per share in the previous year 2010-11. Detailed analysis of the performance has been discussed in the Management's Discussion and Analysis Section of the Annual Report.

CAPITAL INVESTMENTS

Capital Investments during the year 2011-12 was at Rs. 9,668.43 Lakhs (Net of capital work-in-progress) (2010-11: Rs. 10,292.85 Lakhs).

PRESENTATION OF COMPANY'S FINANCIAL STATEMENTS IN REVISED SCHEDULE VI

Government of India vide notification dated March 30, 2011 had prescribed new Revised Schedule VI applicable for the Balance Sheet and Profit and Loss Account to be prepared from the financial year commencing on or after April 01, 2011. Accordingly, the Company's Financial Statements for the financial year 2011-12 has been prepared as per the revised Schedule VI form issued by the Ministry of Corporate Affairs. Accordingly, the previous year figures have also been re-classified to conform to this year's classification. Further, previous year figures have been re-grouped/re-arranged wherever necessary.

NEW R&D CENTER IN BANGALORE

Your Company launched its new, state-of-the-art R&D facility in Electronics City, Bangalore to cater to product and technology development for India, accelerating it localization initiatives in the country on September 13, 2011 with an initial investment of Rs. 100 crores. The R&D center will initially focus on developing products for key industry segments such as Infrastructure, Automotive, Healthcare, Construction, Oil & Gas, Safety and Retail. The Center will also focus on developing subject matter expertise in technologies like adhesives, non-wovens, acoustics, polymer processing, software & integrated systems and design, predictive engineering and modeling, protective coatings and accelerated weathering. Your Company has applied to the Department of Scientific and Industrial Research (DSIR) for in-house recognition of the R&D Programme.

DIVIDEND

In view of the ongoing Investment plans as well as future investments plans which will be executed towards expansion of manufacturing facilities, it has been decided to conserve and retain our earnings.

DIRECTORS

Mr. Jose R Varela ceased to be Director of the Company from October 31, 2011 consequent upon his appointment as Managing Director of 3M Brazil.

The Board places on record their sincere appreciation for the valuable contributions made by Mr. Jose R Varela to the deliberations of the Board and Sub-Committees of the Board during his tenure as Director.

Mr. R. Vijay Kumar was appointed as a Director and as Whole-time Director of the Company responsible for Strategic Planning, Acquisitions, Business Development and IT from October 31, 2011 in accordance with Section 262 of the Companies Act 1956, in the vacancy arising from the resignation of Mr. Jose R Varela.

The present term of office of Mr. B.V. Shankaranarayana Rao, Whole-time Director of the Company, as approved by the members at their meeting held on April 27, 2007, is up to March 31, 2012. The Board of Directors at their meeting held on January 30, 2012 have re- appointed Mr. B.V. Shankaranarayana Rao as Whole-time Director of the Company, subject to the approval of members, for a further period of Five (5) years from April 01, 2012 up to March 31, 2017.

Mr. Albert C Wang was appointed as an Additional Director and Non-Executive Director of the Company with effect from March 12, 2012 through a Circular Resolution.

The Board of Directors welcomes Mr. R. Vijay Kumar and Mr. Albert C Wang to the Board.

Mr. D.J. Balaji Rao and Mrs. Sadhana Kaul are liable to retire by rotation and offer themselves for re-election.

MANAGEMENT DISCUSSION AND ANALYSIS

A Management Discussion and Analysis Report accompany this report.

CORPORATE GOVERNANCE

A separate report on Corporate Governance along with a Certificate from a Practising Company Secretary regarding compliance to the Conditions stipulated under Clause 49 of the Listing agreement is set out in the Annexure to the Directors' Report.

PARTICULARS OF EMPLOYEES

The Company had 1662 employees as of March 31, 2012. During the year, 20 employees employed throughout the year and 5 employees employed for part of the year were in receipt of remuneration of Rs. 60 Lakhs or more per annum / Rs. 5 Lakhs or more per month.

In accordance with the provisions of Section 217(2A) read with Companies (Particulars of Employees), Rules, 1975, the names and other particulars of employees are set out in the Annexure to the Director's Report. However, as per the provisions of Section 219(1) (b) (iv) of the Companies Act, 1956, the Director's Report is being sent to all members of the Company excluding the aforesaid information about the employees. Any Member interested in obtaining such particulars may write to the Company Secretary at the Registered / Corporate Office of the Company and the same shall be provided by the Company.

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

Information required under Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is set out in the Annexure to the Directors' Report.

SAFETY, HEALTH AND ENVIRONMENT

The Company accords high priority to health, safety and environment. The Company has three Manufacturing Plants in operation in India. All these plants are certified ISO 14001: 2004 for their Environmental Management Systems. The initiative of obtaining this certification is in strict adherence to 3M's Environmental Policy. The Company emphasizes maintaining a healthy and safe environment in and around its facilities as well as contract sites where ongoing projects are under execution. Safety awareness is inculcated through regular Safety awareness programs; basic fire safety training, mock drills etc. There has been no incidence of any accidents reported during the year under review.

AWARDS AND RECOGNITION

- The Company's Electronic City (EC) plant has won the First Prize for Lean Manufacturing at the National level Lean Six Sigma competition organized by CII (Confederation of Indian Industry). The 3M India team made it to the final 24 organizations despite a tough pan India competition. The EC plant had entered its lean project on the Sakurai line which won the first prize in the Lean Manufacturing category, beating companies like Caterpillar.

- Customer recognition is the best way to gain credibility for the brand. 3M India recently received two awards from one of its biggest customers, Maruti Suzuki. These awards were handed out as a way to recognize Maruti's vendors. The awards were namely -

- Overall Star performance Award 2010 -11

- Certificate award for sincere and superior performance in the field of VAVE in the year 2010-11.

- The Company's Ranjangaon plant has been recognized as the winner of the Quality Council of India (QCI) - D.L. Shah National Award on Economics of Quality in the Large Scale Manufacturing Sector category. QCI is the apex body set up by the Govt. of India along with the three apex chambers representing industry i.e. ASSOCHAM, FICCI and CII. This award is the result of the efforts of the team in the Occupational Health and Environmental Safety (OH&ES) Division.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments that occurred affecting the financial position of the Company between March 31, 2012 and the date on which this report has been signed.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibility Statement, the whole-time management state that:

i) in the preparation of the annual accounts for the year ended March 31, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company and of its profits for the year ended March 31,2012;

iii) they have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of this Act, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

iv) they have prepared the financial statements for the year ended March 31,2012 on a going concern basis;

FIXED DEPOSITS

During the year under review, the Company has neither accepted nor renewed any deposits from public within the meaning of Sections 58A and 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

AUDITORS

M/s. Lovelock & Lewes, Chartered Accountants, Bangalore, Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The Company has received a certificate from the Auditors to the effect that their re-appointment, if made, would be in accordance with Section 224(1B) of the Companies Act, 1956.

ACKNOWLEDGEMENT

The Board wishes to place on record its appreciation to all employees in the Company, for their sustained efforts and immense contributions to the good levels of performance and growth that your Company has achieved during the year.

The Directors express their gratitude to the Central Government and the State Governments of Karnataka, Maharashtra and Gujarat for the support given to the Company. The Directors also thank all customers, dealers, suppliers, banks, members and others connected with the business of the Company for their co-operation.

On behalf of the Board of Directors

Place : Bangalore Ajay Nanavati B.V. Shankaranarayana Rao

Date : May 28, 2012 Managing Director Whole-time Director


Mar 31, 2011

The Directors have pleasure in presenting to you their 24th Annual Report of the Company with the Audited Accounts for the year ended March 31, 2011.

FINANCIAL RESULTS

The following are the working results:

(Rs. in Lakhs)

Particulars For the year ended For the year ended For the year ended March 31, 2011 March 31, 2010 March 31, 2010 (12 Months) (12 Months) (15 Months) (Audited) (Un-audited) (Audited)

Total Income (excluding Excise Duty) 1202,40.89 917,81.98 1106,78.85

Of which export of goods & services 42,33.88 26,65.03 27,36.07

Less: Total Expenditure 1054,34.43 796,88.95 965,91.83

Profit before Taxation 148,06.47 120,93.02 140,87.02

Less: Provision for Taxation 49,25.75 40,77.49 48,03.35

Profit after Taxation 98,80.72 80,15.53 92,83.67

COMPANY PERFORMANCE

On a like to like basis i.e. comparing the results for the financial year ended March 31, 2011 with the un-audited results for the 12 months ended March 31, 2010, your Company registered an overall turnover growth of 31% and improved the operating margins by 22%. Net profit after taxation grew by 23%. The Industrial and Transportation business grew by 36%; Health Care business grew by 15%: Display and Graphics business grew by 52%; Consumer and Office business grew by 22% and Safety, Security and Protection Services business grew by 14%. Exports grew by 97%. Earnings per share for the period 2010-11 were Rs.87.71, a growth of 23%.

CAPITAL INVESTMENTS

Capital Investments during the year 2010-11 was at Rs. 102,92.85 Lakhs (2009-10: Rs. 54,72.80 Lakhs).

DIVIDEND

In view of the ongoing investment plans as well as future investments plans which will be executed towards expansion of Manufacturing facilities and setting up of Research and Development facilities, it has been decided to conserve and retain our earnings.

DIRECTORS

Mr. Richard Lee Becker ceased to be Director of the Company from April 01, 2011 consequent upon his appointment as Director - Finance, Industrial and Transportation Business in US effective April 1, 2011.

The Board places on record their sincere appreciation for the valuable contributions made by Mr. Richard Lee Becker to the deliberations of the Board and Sub-Committees of the Board during his tenure as Director.

Mr. Jose R Varela was appointed a Director of the Company from April 01, 2011 in accordance with Section 262 of the Companies Act 1956, in the vacancy arising from the resignation of Mr. Richard Lee Becker. The Board of Directors welcomes Mr. Jose R Varela to the Board.

Mr. B.C. Prabhakar and Mr. Jose R Varela are liable to retire by rotation and offer themselves for re-election.

MANAGEMENT DISCUSSION AND ANALYSIS

A Management Discussion and Analysis Report accompany this report.

CORPORATE GOVERNANCE

A separate report on Corporate Governance along with a Certificate from a Practising Company Secretary regarding compliance to the Conditions stipulated under Clause 49 of the Listing Agreement is set out in the Annexure to the Directors Report.

PARTICULARS OF EMPLOYEES

The Company had 1597 employees as of March 31, 2011. During the year, 20 employees employed throughout the year and 1 employee employed for part of the year were in receipt of remuneration of Rs. 60 Lakhs or more per annum / Rs. 5 Lakhs or more per month.

In accordance with the provisions of Section 217(2A) read with Companies (Particulars of Employees), Rules, 1975, the names and other particulars of employees are set out in the Annexure to the Directors Report. However, as per the provisions of Section 219(1) (b) (iv) of the Companies Act, 1956, the Directors Report is being sent to all members of the Company excluding the aforesaid information about the employees. Any Member interested in obtaining such particulars may write to the Company Secretary at the Registered / Corporate Office of the Company and the same shall be provided by the Company.

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

Information required under Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is set out in the Annexure to the Directors Report.

SAFETY, HEALTH AND ENVIRONMENT

The Company accords high priority to health, safety and environment. The Company has three Manufacturing Plants in operation in India. All these plants are certified ISO 14001: 2004 for their Environmental Management Systems. The initiative of obtaining this certification is in strict adherence to 3Ms Environmental Policy. The Company emphasises maintaining a healthy and safe environment in and around its facilities as well as contract sites where ongoing projects are under execution. Safety awareness is inculcated through regular Safety awareness programs; basic fire safety training, mock drills etc. There has been no incidence of any accidents reported during the year under review.

AWARDS AND RECOGNITION

The Company received following awards and recognitions for its achievements:

. 3M Car Care, a division of the Company, was recognised for Best Performance at the Hyundai Customer Care Service Vendors Convention in Delhi.

. Honda Seil Car India, one of our top customers ranked the Company as No.1 out of 103 suppliers.

. Honda Motorcycle & Scooter India (HMSI) recognised the Company as their top supplier for 2010-11 for QCDDM which covers parameters like quality, cost, delivery, development and management.

. The Electronic City plant won the 3rd prize for 5S Excellence organised by the Confederation of Indian Industry (CII) for the Manufacturing Sector (Medium Scale).

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments that occurred affecting the financial position of the Company between March 31, 2011 and the date on which this report has been signed.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibility Statement, the Whole-time Management state that:

i) in the preparation of the annual accounts for the year ended March 31, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company and of its profits for the year ended March 31,2011;

iii) they have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of this Act, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

iv) they have prepared the financial statements for the year ended March 31,2011 on a going concern basis.

FIXED DEPOSITS

During the year under review, the Company has neither accepted nor renewed any deposits from public within the meaning of Sections 58A and 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

AUDITORS

Messrs. Lovelock & Lewes, Chartered Accountants, Bangalore, Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a certificate from the Auditors to the effect that their re-appointment, if made, would be in accordance with Section 224(1B) of the Companies Act, 1956.

ACKNOWLEDGEMENT

The Board wishes to place on record its appreciation to all employees in the Company, for their sustained efforts and immense contributions to the good levels of performance and growth that your Company has achieved during the year.

The Directors express their gratitude to the Central Government and the State Governments of Karnataka, Maharashtra and Gujarat for the support given to the Company. The Directors also thank all customers, dealers, suppliers, banks, members and others connected with the business of the Company for their co-operation.

On behalf of the Board of Directors

Place : Bangalore Ajay Nanavati B.V. Shankaranarayana Rao

Date : May 28, 2011 Managing Director Whole-time Director


Mar 31, 2010

The Directors have pleasure in presenting to you their 23rd Annual Report and Audited Accounts for the fifteen months period ended March 31,2010.

Accounting year of the Company was changed from Calendar year (January-December) to Financial year (April-March). Consequently, the current annual accounts and report of the Company are for a period fifteen months, from January 1,2009 to March 31,2010, these figures, therefore, are not comparable with those of previous year ended December 31,2008.

FINANCIAL RESULTS

(Rs. in lakhs)

Particulars 15 Months ended 12 Months ended March 31, 2010 December 31, 2008

Total Income* 1106,78.85 753,06.72

Less : Total Expenditure 965,91.83 662,04.44

Profit before Depreciation 140,87.02 91,02.28

Less : Provision for Taxation 48,03.34 33,56.79

Profit after Taxation 92,83.68 57,45.49

* Includes export of products and services 26,89.77 4,22.84

COMPANY PERFORMANCE

The Company registered an overall income growth of 46.97% and profit after taxation growth of 61.58% for the fifteen months period ended March 31,2010. Good top line and bottom line performance were recorded across all the business segments.

During the period January 1, 2009 to March 31, 2010, Rs.54,72.80 lakhs were incurred towards capital expenditure on account of various capital projects. Expansion of manufacturing facilities at Ahmedabad for corrosion protection products completed. Commercial production for many of the products under industrial and transportation business, health care business and safety, security and protection services business segments at Ranjangaon manufacturing facilities commenced.

DIVIDEND

In view of the on going execution of our investment plans towards the expansion of manufacturing facilities and setting up of research and development facilities, it has been decided to conserve and retain our earnings.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments that occurred affecting the financial position of the Company between March 31, 2010 and the date on which this report has been signed.

DIRECTORS

Mr.Thomas P.Spencer resigned as Director and to fill up the vacancy caused, Mrs.Sadhana Kaul has been appointed as Additional Director of the Company.

The Board places on record its sincere appreciation of the valuable services rendered by Mr.Thomas P.Spencer during his long tenure as member of the Board.

Notice been received from member pursuant to Section 257 of the Companies Act, 1956 together with necessary deposit proposing the appointment of Mrs.Sadhana Kaul as Whole-time Director of the Company.

Mr.D.J.Balaji Rao and Mr. B.S.Iyer are retiring by rotation at the ensuing Annual General Meeting and being eligible, they have offered themselves for re-appointment.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibility Statement, your Directors state:

i) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) That they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company and of its profits for fifteen months period ended March 31, 2010;

iii) That they have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of this Act, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

iv) That they have prepared the financial statements for fifteen months period ended March 31, 2010 on a going concern basis;

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreements with stock exchanges, a separate section titled “Corporate Governance” has been included in the annual report, along with the report of Management Discussion and Analysis and additional shareholder information.

FIXED DEPOSITS

During the period under review, the Company has not accepted any deposits under Section 58A and 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

AUDITORS

M/s. Lovelock & Lewes, Chartered Accountants, Bangalore, Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a certificate from the Auditors to the effect that their re-appointment, if made, would be in accordance with Section 224(1B) of the Companies Act,1956.

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

Information required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 has been enclosed as Additional Information and forms an integral part of this Report.

LISTING

The shares of your Company are presently listed on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE). The delisting application has been filed with the Calcutta Stock Exchange Association Limited and the formal approval is awaited.

PERSONNEL

The Board wishes to place on record its appreciation to all employees of the Company, for their sustained effort and immense contribution to the good levels of performance and growth that your Company has achieved.

PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 217(2A) read with Companies (Particulars of Employees), Rules,1975, the names and other particulars of employees are to be set out in the Director’s Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the report and accounts as set out therein, are being sent to all members of the Company excluding the aforesaid information about the employees. Members who are interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company and the same shall be provided by the Company.

ACKNOWLEDGEMENT

Your Directors wish take this opportunity for the continued support and valuable co-operation extended by all the stakeholders of 3M India Limited. The Directors also wish to express their gratitude to all the shareholders for the faith that they continue to repose in the Company.

On behalf of the Board of Directors

Place: Bangalore Ajay Nanavati B.V. Shankaranarayana Rao

Date : May 28, 2010 Managing Director Whole-time Director

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