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Directors Report of Carysil Ltd.

Mar 31, 2023

BOARD''S REPORT

To,

The Members,

Your Directors are pleased to present the Thirty Sixth (36^th) Annual Report on business and operations of Carysil Limited
(''the Company'') (formerly known as ''Acrysil Limited'') together with the Audited Annual Financial Statements for the financial
year ended March 31, 2023. This report states compliance as per the requirements of the Companies'' Act, 2013 ("the Act"),
the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations") and other rules and regulations as applicable to the Company.

1. FINANCIAL RESULTS

The summary of Standalone (Company) and Consolidated (Company and its Subsidiaries) financial performance for the
year under review as compared to the previous financial year are given below:

Sr.	Particulars	Standalone		Consolidated
No.		March 31,2023	March 31,2022	March 31,2023	March 31,2022
1	Net Sales / Income from Operations	33,570.35	38,802.57	59,388.85	48,390.14
2	Other Income	114.93	1,427.83	159.01	1,006.69
3	Total Income (1 2)	33,685.28	40,230.40	59,547.86	49,396.83
4	Total Expenditure	30,342.95	33,469.70	52,738.18	40,788.78
5	Operating profit before Finance Cost, Depreciation, Tax and Minority Interest (3-4)	6,624.27	9,307.38	10,897.77	11,339.01
6	Finance Cost	1,011.77	870.80	1,452.45	958.64
7	Depreciation	2,270.17	1,675.88	2,635.64	1,772.32
8	Profit before Tax and Minority Interest (5-6-7)	3,342.33	6,760.70	6,809.68	8,608.05
9	Provision for Taxation	784.02	1,608.34	1,526.63	2,082.40
10	Net Profit after Tax and before NonÂ¬ Controlling Interest (8-9)	2,558.31	5,152.36	5,283.05	6,525.65
11	Non-Controlling Interest	-	-	41.13	49.50
12	Net Profit after Tax and Non-Controlling Interest (10-11)	2,558.31	5,152.36	5,241.88	6,476.18
13	Total other Comprehensive Income (Net of Tax)	(3.89)	6.78	(149.89)	3.94
14	Total Comprehensive Income	2,554.42	5,159.14	5,133.16	6,529.59

2. COMPANY''S PERFORMANCE

THE FINANCIAL HIGHLIGHTS OF THE COMPANY''S

PERFORMANCE (STANDALONE) FOR THE YEAR

ENDED MARCH 31,2023 ARE AS UNDER:

â¢ The Revenue from operations stood at ''
33,570.35 Lakhs in 2022-23 as compared to ''
38,802.57 Lakhs in the previous year.

â¢ Net profit after tax stood at '' 2,558.31 Lakhs in
2022-23 as compared to '' 5,152.36 Lakhs in the
previous year.

â¢ Earnings per share for the year 2022-23 stood at
'' 9.56/- per share as compared to '' 19.30/- per
share in the previous year.

THE FINANCIAL HIGHLIGHTS OF THE COMPANY''S

PERFORMANCE (CONSOLIDATED) FOR THE YEAR

ENDED MARCH 31,2023 ARE AS UNDER:

â¢ Consolidated Revenue from operations stood at
'' 59,388.85 Lakhs in 2022-23 as compared to
'' 48,390.14 Lakhs in the previous year.

â¢ Net profit after tax stood at '' 5,283.05 Lakhs in
2022-23 as compared to '' 6525.65 Lakhs in the
previous year.

â¢ Earnings per share for the year 2022-23 stood at
'' 19.59/- per share as compared to '' 24.26/- per
share in the previous year.

3. CHANGE IN THE NAME OF THE COMPANY

The name of the Company has been changed to
Carysil Limited; vide Fresh Certificate of Incorporation
Consequent upon Change of Name received from the
Registrar of Companies, Maharashtra dated October
26, 2022.

4. DIVIDEND

Considering the consistent financial performance of
your Company and promising future prospects while
retaining capital to maintain a healthy Capital Adequacy
Ratio and to support future growth, your Directors are
pleased to recommend for approval of Members a
final dividend of Re. 2/- (100%) per Equity Share for the
financial year ended March 31, 2023. The declaration
and payment of dividend is subject to the approval of
shareholders at the ensuing Annual General Meeting
of the Company and shall be subject to deduction of
income tax at source.

5. DIVIDEND DISTRIBUTION POLICY

The Company has formulated Dividend Distribution
Policy in accordance with Regulation 43A of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 and any amendments thereto
("hereinafter referred to as LODR Regulations") for
bringing transparency in the matter of declaration of
dividend and to protect the interest of investors. The
Dividend Distribution Policy is available on the website
of the Company: Microsoft Word - Acrysil_Dividend
Distribution Policy (carysil.com)

6. MATERIAL CHANGES, TRANSACTION AND
COMMITMENT, IF ANY FROM THE END OF THE
FINANCIAL YEAR TILL THE DATE OF THIS REPORT.

There were no Material changes and commitments
which may affect the financial position of the Company
after the end of the financial year till the date of this
report except as mentioned hereunder: -

Acquisition of UK based company (âThe tap factory
limited")

Carysil UK Limited, a wholly owned subsidiary of the
Company , acquired UK based Company, The Tap
Factory Limited , by acquiring 70% shares of The Tap
Factory Limited at a price of Â£ 1.16 Million(i.e 70% of
Total Enterprise Value of Â£ 1.65 Million) with an option
to acquire balance 30% in 2 tranches of 15% each in
next two years.

7. SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND
COMPANY''S OPERATION IN FUTURE

During the year under review, no significant or material
orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and
Company''s operations in future.

8. DISCLOSURE, AS TO WHETHER MAINTENANCE OF
COST RECORDS AS SPECIFIED BY THE CENTRAL
GOVERNMENT UNDER SUB-SECTION (1) OF SECTION
148 OF THE COMPANIES ACT, 2013, IS REQUIRED BY
THE COMPANY AND ACCORDINGLY SUCH ACCOUNTS
AND RECORDS ARE MADE AND MAINTAINED

The Company, in accordance with section 148(1) has
maintained cost records as specified by the Central
Government.

9. MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

Management''s Discussion and Analysis Report
for the year, as stipulated under the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), is presented in a separate section,
forming part of the Annual Report.

10. SHARE CAPITAL

The paid up Equity Share Capital as on March 31,2023
stands at '' 5,35,43,882 divided into 2,67,71,941 equity
shares of '' 2/- each.

During the 2022-23, the Company issued and allotted
77,061 Equity Shares of Re. 2/- each fully paid to
Employees pursuant to Exercise of Employee Stock
Option Plan at an exercise price of '' 60/- per equity
share on exercise of the options granted to them under
''Acrysil Limited - Employee Stock Option Plan 2021''.

Except mentioned above, the Company has neither
issued shares with differential rights as to dividend,
voting or otherwise during the year. As on March 31,
2023, none of the Directors of the Company hold
instruments convertible into Equity Shares of the
Company.

11. TRANSFER TO RESERVES

The Company proposes to transfer sum of '' 1,000
Lakhs to the General Reserves.

12. CREDIT RATING

On December 29, 2022, ICRA Limited has reaffirmed
the ratings on the Long Term Debt of the Company.
The Company''s financial discipline and prudence is
reflected in the strong credit ratings ascribed by ICRA
Limited as given below:

Instrument	Rating
Long Term Debt	ICRA A (Stable)
Short Term Debt	ICRA A2

13. SUBSIDIARIES

As on March 31, 2023, the Company has eight
subsidiaries, including 4 overseas subsidiaries and
two step down overseas subsidiary. There has been
change in the name of following Subsidiary and step
down subsidiary Companies vis-a-vis to change in
the name of parent Company, in order to have a Brand
Recall, Launch of ''CARYSIL'' as a global brand.;

â¢ Acrysil Steel Limited to Carysil Steel Limited
w.e.f. December 20, 2022

â¢ Acrysil Products Limited to Carysil Products
Limited w.e.f. December 06, 2022

â¢ Acrysil UK Limited to Carysil UK Limited w.e.f
December 06, 2022

â¢ Acrysil Ceramitech Limited to Carysil Ceramitech
Limited w.e.f November 17, 2022

â¢ Sylmar Technology Limited to Carysil Surfaces
Limited w.e.f December 06, 2022

During the Financial Year, the Company had
incorporated a Wholly Owned Subsidiary (WOS)
Company in Dubai (UAE) namely ''Carysil FZ-LLC'').

There are no associate companies or joint venture
companies within the meaning of Section 2(6) of the
Act. Financials of subsidiaries are disclosed in the
consolidated financial statements, which forms part
of this Annual Report.

Pursuant to the provisions of Section 136 of the
Companies Act, 2013, the financial statements of
the Company, consolidated financial statements
along with relevant documents and separate audited
Accounts in respect of subsidiaries, are available on
the website of the Company.

The Board has approved a Policy Statement for
determining Material Subsidiaries of the Company and
the same is available on the website of the Company

i.e. Policy to Determine Material Subsidiary.pdf
(carysil.com) under ''Company Policies'' in the ''Investor
Relations'' section.

The Audit Committee of the Company reviews the
financial statements, in particular, the investments
made by the unlisted subsidiary company. The minutes
of the Board Meetings of the unlisted subsidiary
companies were also placed at the Board Meeting of
the Company.

The audited annual financial statements including
the consolidated annual financial statements of the
Company and all other documents required to be
attached thereto are available on the Company''s
website and can be accessed at the website of Carysil
Limited https://carysil.com .

PERFORMANCE HIGHLIGHTS

The Company has Seven operating subsidiary
companies: Carysil UK Limited, Carysil GmbH,
Germany, Carysil Surfaces Limited, Carysil Steel
Limited, Carysil Online Limited and Sternhagen Bath
Private Limited, Carysil Ceramictech Limited and
newly incorporated Wholly Owned Subsidiary ie.
Carysil FZ LLC and Acrysil USA Inc is not operating
Subsidiary Company as on March 31,2023.

The performance highlights of subsidiaries and
their contribution to the overall performance of the
Company during the financial year ended March 31,
2023 are as under:

Subsidiary	Performance during 2022-23 ('' in Lakhs)		Contribution to overall performance of the Company (%)
	Revenue	Profit After Tax	Revenue	Profit After Tax
Carysil UK Limited (Formerly Known as Acrysil UK Limited)	23,322.91	2,665.05	39.17	50.45
Carysil GmbH, Germany (Formelry Known as Acrysil GmbH, Germany)	940.41	(130.13)	1.58	(2.46)
Carysil Surfaces Limited (Formerly Known as Sylmar Technologies Limited)	14,289.65	1,584.86	24.00	30.00
Carysil Steel Limited (Formerly Known as Acrysil Steel Limited)	5,309.45	275.46	8.92	5.21
Carysil Online Limited (Formerly Known as Acrysil Appliances Limited)	119.96	(14.24)	0.20	(0.27)
Sternhagen Bath Private Limited.	0	(1.25)	0	(0.02)
Carysil Ceramictech Limited (Formerly known as Acrysil Ceramictech Limited)	0	(128)	0	(0.02)

14. CONSOLIDATED ANNUAL FINANCIAL STATEMENTS

In accordance with the provisions of the Companies
Act, 2013 (hereinafter referred to as the "Act")
read with the Companies (Accounts) Rules, 2014,
applicable Accounting Standards prescribed by
the Institute of Chartered Accountants of India
and the provisions of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
(hereinafter referred to as the "Listing Regulations"),
the Consolidated Audited Financial Statements forms
part of the Annual Report.

Pursuant to section 129(3) of the Act read with
Rule 8(1) of the Companies (Accounts) Rules, 2014,
a statement containing the salient features of the
financial statements of a Company''s subsidiaries is
given in Form AOC-1 which forms an integral part
of the Annual Report. The statement also provides
details of performance and financial position of each
of the subsidiaries.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL
DIRECTORS:

The Board of Directors of the Company is led by
the Executive Chairman and Managing Director Mr.
Chirag Ashwin Parekh and comprises of five other
Independent Directors as on March 31,2023.

In accordance with the provisions of Section 152 of
the Companies Act, 2013 and Company''s Articles of
Association, Mr. Chirag Ashwin Parekh, Chairman and
Managing Director of the Company, retires by rotation
at the ensuing Annual General Meeting and the Board
of Directors on the recommendation of Nomination
and Remuneration Committee has recommended his
re-appointment and being eligible has offered himself
for re-appointment.

During the financial year, there was no change in the
composition of the Board of Directors.

All Independent Directors of the Company have given
declarations to the Company under Section 149(7) of
the Companies Act, 2013, that they meet the criteria of
independence as laid down under Section 149(6) of the
Act and Regulation 16(1)(b) of the Listing Regulations
and pursuant to Regulation 25 of the said Regulations
that they are not aware of any circumstance or
situation, which exist or may be reasonably anticipated,
that could impair or impact their ability to discharge
their duties with an objective independent judgment
and without any external influence. The Independent
Directors have also confirmed that they have complied

with the Company''s Code of Business Conduct &
Ethics.

In the opinion of the board, the Independent Directors
possess the requisite expertise and experience
including the proficiency and are the persons of
high integrity and repute. Regarding proficiency, the
Company has adopted requisite steps towards the
inclusion of the names of all Independent Directors
in the data bank maintained with the Indian Institute
of Corporate Affairs, Manesar (''IICA''). Accordingly, the
Independent Directors of the Company have registered
themselves with the IICA for the said purpose.

During the year, the non-executive directors of
the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees
and reimbursement of expenses incurred by them for
the purpose of attending meetings of the Company.

As on the date of this report, Mr. Pradyumna Vyas
(DIN 02359563) has been appointed as Independent
Director on the Board of the Company w.e.f from
August 11, 2023 for term of 5 years from the date of
appointment subject to shareholder''s approval at the
ensuing Annual General Meeting.

KEY MANAGERIAL PERSONNEL (KMP):

Mr. Chirag Ashwin Parekh, Chairman and Managing
Director, Mr. Anand Sharma, Chief Financial Officer
and Mrs. Reena Shah, Company Secretary and
Compliance Officer are the Key Managerial Personnel
in accordance with the provisions of Section 2(51)
and Section 203 of the Companies Act, 2013 read
with Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

During the year Mrs. Neha Poddar has resigned as
the Company Secretary and Compliance Officer of the
Company with effect from November 24, 2022 and
Mrs. Reena Shah is duly appointed as the Company
Secretary and Compliance Officer of the Company with
effect from November 25, 2022.

16. BOARD MEETINGS

Minimum four pre-scheduled Board meetings are held
every year. Additional meetings are held to address
specific needs, if any, of the Company. During the
Financial Year 2022-23, the Board of Directors met
nine times. The maximum gap between any two
consecutive meetings was less than one hundred and
twenty days, as stipulated under Section 173(1) of the
Act, and Regulation 17(2) of the Listing Regulations
and the Secretarial Standards issued by the Institute

of Company Secretaries of India. Details of Board and
committee meetings held during the year are given in
the Corporate Governance Report which forms part of
the Annual Report.

Board Meetings and Procedures:

The Board of Directors is the apex body constituted by
the shareholders for overseeing the overall functioning
of the Company. The Board provides and evaluates
the strategic direction of the Company, management
policies and their effectiveness and ensures that the
long-term interests of the shareholders are being
served. The Chairman & Managing Director along
with other Senior Managerial Personnel oversees the
functional matters of the Company.

The Board/Committee meetings are pre-scheduled
and a tentative annual calendar of the meetings is
circulated to the Directors well in advance to help
them plan their schedules and ensure meaningful
participation. Only in the case of special and urgent
business, should the need arise, the Board''s approval
is taken by passing resolutions through circulation, as
permitted by law, which are noted in the subsequent
Board meeting. In certain special circumstances, the
meetings of the Board are called at a shorter notice
to deliberate on business items which require urgent
attention of the Board. The Company has complied
with Secretarial Standards issued by the Institute of
Company Secretaries of India on Board meetings.

As per Secretarial Standard-1 the Agenda and Notes
on Agenda are circulated to all the Directors, at least
7 days in advance, in the defined Agenda format. All
material information is incorporated in the agenda for
facilitating meaningful discussions at the meeting.
Where it is not practicable to attach any document
to the agenda, the same is tabled before the meeting
with specific reference of the same in the agenda.
Additional or supplementary item(s) on the agenda are
taken up for discussion/decision with the permission
of the Chairman.

The Board is briefed about finance, sales, marketing,
major business segments and operations of
the Company, global business environment, all
business areas of the Company including business
opportunities, business strategy and the risk
management practices before taking on record the
quarterly/annual financial results of the Company.
All necessary information which includes but is not
limited to the items mentioned in various Regulations
of the SEBI LODR Regulations 2015 are placed before
the Board of Directors. The Members of the Board
are free to bring up any matter for discussions at the
Board Meetings.

To enable the Board to discharge its responsibilities
effectively, the members of the Board are briefed at
every Board Meeting on the overall performance of
the Company. Senior Management is invited to attend
the Board Meetings as and when required, so as to
provide additional inputs to the items being discussed
by the Board.

The Minutes of the Board Meetings of unlisted
subsidiary companies are tabled at the Board Meetings.
The Board periodically reviews the statement of
significant transactions and arrangements entered
into by the unlisted subsidiary companies.

The Company Secretary records the minutes of the
proceedings of each Board and Committee Meetings.
The minutes of each Board/Committee Meetings are
circulated in draft to all Directors for their confirmation
before being entered in the Minutes book. The minutes
are entered in the Minutes Book within 30 days from
conclusion of the concerned meeting.

A separate meeting of the Independent Directors of
the Company was held on Saturday, March 25, 2023 to
review the performance of Non-Independent Directors
(including the Chairperson) and the entire Board.
The Independent Directors also reviewed the quality,
quantity and time lines of the flow of information
between the Management and the Board.

17. COMMITTEES OF THE BOARD

The Board of Directors have the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

The details of the Committees along with their
composition, number of meetings held and attendance
at the meetings are provided in the Corporate
Governance Report.

18. ANNUAL EVALUATION

The Nomination and Remuneration Committee (NRC)
has approved a framework / policy for performance
evaluation of the Board, Committees of the Board and
the individual members of the Board (including the
Chairperson) which includes criteria for performance
evaluation, which is reviewed annually by the
Committee. A questionnaire for the evaluation of the
Board, its committees and the individual members
of the Board (including the Chairperson), designed
in accordance with the said framework and covering
various aspects of the performance of the Board and
its Committees, including composition and quality,
roles and responsibilities, processes and functioning,
adherence to Code of Conduct and Ethics and best
practices in Corporate Governance as mentioned in
the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January
05, 2017 was circulated to the Directors. Pursuant to
the provisions of the Act and SEBI LODR and based
on policy devised by the committee, the board has
carried out annual evaluation of its own performance,
its committees and individual directors.

The board performance was evaluated on inputs
received from all the Directors after considering criteria
as mentioned aforesaid. The performance of the
committees was evaluated by the Board of Directors
on inputs received from all the committee members
after considering criteria as mentioned aforesaid.
Pursuant to SEBI LODR, performance evaluation of
independent director was done by the entire board,
excluding the independent director being evaluated.
The performance evaluation of non-independent
directors and the board as a whole and Chairman of
the Board was also carried out by the Independent
Directors of the Company through separate meeting of
independent directors held on March 25, 2023.

19. INDEPENDENT DIRECTOR''S FAMILIARIZATION
PROGRAMME

The Company familiarises its Independent Directors
pursuant to the requirements of Regulation 25 of
LODR with their roles, rights, responsibilities in the
Company, nature of the industry in which the Company
operates and business model management structure,
product portfolio, Industry overview, manufacturing
operations, internal control system and processes,
FOREX management, risk management framework,
functioning of various divisions, HR Management,
CSR activities etc. The details of such familiarisation
programmes for Independent Directors are posted on
the website of the Company and can be accessed at
www.carysil.com

20. REMUNERATION POLICY OF THE COMPANY

The Remuneration Policy of the Company for
appointment and remuneration of the Directors, Key
Managerial Personnel and Senior Executives of the

Company along with other related matters have been
provided in the Corporate Governance Report and is
also posted on the website of the Company and can
be accessed at carysil.com/images/PDF/15-Company
Policies/Nomination & Remuneration Policy.pdf.

As and when need arises to appoint Director, the
Nomination and Remuneration Committee (NRC) of
the Company determines the criteria based on the
specific requirements. NRC while recommending
candidature to the Board takes into consideration the
qualification, attributes, experience and Independence
of the Candidate. Director(s) appointment and
remuneration are made as per Nomination and
Remuneration Policy of the Company.

21. PARTICULARS OF LOANS, GUARANTEES,
INVESTMENTS BY THE COMPANY

Details of Loans, Guarantees and Investments covered
under the provisions of the Act are given in the notes
to financial statements forming part of the Annual
Report.

22. AUDITORS

a. STATUTORY AUDITORS

M/s. P A R K & Company, Chartered Accountants (Firm
Registration Number: 116825W) were appointed as
Statutory Auditors of the Company for 2^nd term of 5
(Five) consecutive years from the conclusion of 35^thAnnual General Meeting held on September 29, 2022
till the conclusion of the 40^th Annual General Meeting.

The Auditors have confirmed that they are not
disqualified from continuing as Auditors of the
Company.

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

b. COST AUDITORS

In terms of the provisions of Section 148 of the Act
read with the Companies (Cost Records and Audit)
Amendment Rules, 2014, your Company is required to
maintain cost records and accordingly, such accounts
are made and records have been maintained for the
year 2022-23.

The Board of Directors, on the recommendation of the
Audit Committee, appointed M/s. S. K. Rajani & Co.,
Cost Accountants (FRN: 101113) as the Cost Auditors
of the Company, for the financial year ending March
31, 2024, at a remuneration as mentioned in the

Notice convening the 36^th Annual General Meeting for
conducting the audit of the cost records maintained
by the Company.

A resolution seeking ratification by the members for
the remuneration payable to Cost Auditor will form
part of the Notice of the 36^th Annual General Meeting
of the Company and same will be recommended for
your consideration and approval.

c. SECRETARIAL AUDITORS

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 had appointed M/s. P P Shah
& Co., a firm of Company Secretaries in Practice to
conduct the Secretarial Audit of the Company for the
financial year 2022-23. The Secretarial Audit Report
for the financial year 2022-23 forms part of the
Annual Report as "Annexure MI" to the Board''s Report.
The Secretarial Audit Report does not contain any
qualification, observation, or adverse remark.

The Board has appointed M/s. P. P. Shah & Co.,
Practicing Company Secretaries, as Secretarial
Auditors of the Company for financial year 2023-24.

d. INTERNAL AUDITORS

M/s. PBMN & Co. conducted an Internal Audit of
the Company for the F.Y. 2022-23. Significant audit
observations and corrective actions thereon are
presented to the Audit Committee of the Board.

23. INTERNAL FINANCIAL CONTROL SYSTEM AND
COMPLIANCE FRAMEWORK

In the opinion of the Board, the Company has an
Internal Financial Control System, commensurate
with size, scale and complexity of its operations.
The internal financial controls are adequate and
are operating effectively so as to ensure orderly and
efficient conduct of business operations.

The Companies Act, 2013 has mandated the Company
to have a formal framework of Internal Financial
Controls (IFC) and has also laid down specific
responsibilities on the Board, Audit Committee,
Independent Directors and Statutory Auditors with
regard to IFC.

Accordingly, the Company has adopted financial
control system and framework to ensure:

â¢ The orderly and efficient conduct of its business,

â¢ Safeguarding of its assets,

â¢ The prevention and detection of frauds and errors,

â¢ The accuracy and completeness of the accounting
records, and

â¢ The timely preparation of reliable financial
information.

The Board reviews the effectiveness of controls
documented as part of IFC framework, and take
necessary corrective actions wherever weaknesses
are identified as a result of such reviews. These have
been designed to provide reasonable assurance
about recording and providing reliable financial and
operational information, complying with applicable
statutes, safeguarding assets from unauthorised use,
executing transactions with proper authorisation and
ensuring compliance of Corporate Policies.

Based on this evaluation, no significant events had
come to notice during the year that have materially
affected, or are reasonably likely to materially affect, our
IFC. The management has also come to a conclusion
that the IFC and other financial reporting was effective
during the year and is adequate considering the
business operations of the Company.

The Statutory Auditors of the Company has audited
the IFC with reference to Financial Reporting and
their Audit Report is annexed as "Annexure B" to
the Independent Auditors'' Report under Standalone
Financial Statements and Consolidated Financial
Statements respectively.

Internal Controls are continuously evaluated by the
Internal Auditors and Management. Findings from
internal audits are reviewed by the Management and
by the Audit Committee and corrective actions and
controls have been put in place wherever necessary.
Scope of work of Internal Auditors covers review
of controls on accounting, statutory and other
compliances and operational areas in addition
to reviews relating to efficiency and economy in
operations.

During the year, Internal Financial Controls (IFC) testing
process was done in order to review adequacy and
strength of IFC followed by the Company. As per the
assessment, there are no major concerns and controls
are strong.

The Board has also put in place requisite legal
compliance framework to ensure compliance of all the
applicable laws and those systems are adequate and
operating effectively.

24. AUDIT COMMITTEE

The Company has an Audit Committee pursuant to
the requirements of the Section 177 of the Act read
with the rules framed there under and Regulation
18 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The details relating
to the same are given in the Report on Corporate
Governance forming part of this Report.

During the Financial year 2022-23, the
recommendations and ratifications of Audit
Committee were duly approved, ratified and accepted
by the Board of Directors.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the provisions of Section 135 of the
Companies Act, 2013 and Rules framed there under
your Company has adopted a policy for CSR and the
Board has constituted a Committee for implementing
the CSR activities. Composition of the Committee and
other details are provided in Corporate Governance
Report. In the financial year 2022-23, the Company
has undertaken various CSR activities directly and/
or through implementing agency and the projects
undertaken by the Company are in accordance with
Schedule VII of the Companies Act, 2013. The report
on CSR activities as required under the Companies
(Corporate Social Responsibility Policy) Rules, 2014 is
given in âAnnexure I", forming part of this report.

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

The Company has zero tolerance towards sexual
harassment at the workplace and has adopted a
policy on prevention, prohibition and redressal of
sexual harassment at workplace in line with the
provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and the Rules made thereunder. The
Company has complied with the provisions relating to
the constitution of Internal Complaints.

Committee under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 for reporting and conducting inquiry into
the complaints made by the victim on the harassment
at the work place. During the year under review, there
were no complaints pertaining to sexual harassment.

27. RISK MANAGEMENT AND POLICY ON RISK
MANAGEMENT

Your Company recognises that the risk is an integral
part of business and is committed to managing the
risks in proactive and efficient manner. Your Company

periodically assesses the risks in the internal and
external environment along with treating the risks and
incorporates risk management plans in its strategy,
business and operational plans. Your Company,
through its risk management process strives to
contain impact and likelihood of the risks within the
risk appetite as agreed from time to time with the
Board of Directors.

Major risks identified for the Company by the
management are Currency fluctuation, Manufacturing
& Supply, Information Technology and new capital
investments return. The management is however, of
the view that none of the above risks may threaten the
existence of the Company as robust Risk mitigation
mechanism is put in place to ensure that there is nil
or minimum impact on the Company in case any of
these risks materialise. The Board of Directors has
also adopted a formal Risk Management policy for
the Company, whereby, risks are broadly categorised
with the parameters of identification, assessment,
monitoring and mitigation of various risks.

Policy on Risk Management is posted on the website
of the Company and can be accessed at carysil.com/
images/PDF/15-Company Policies/Risk Management
Policy.pdf

28. VIGIL MECHANISM/WHISTLE BLOWER

The Board of Directors of the Company has approved
and adopted a Whistle Blower Policy of the Company
for establishing a vigil mechanism for directors and
employees to report genuine concerns regarding
fraud or unethical behaviour as required under the
Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. In
appropriate cases any personnel of the Company can
have direct access to the audit committee. We affirm
that no personnel has been denied access to the Audit
Committee. The Whistle Blower Policy is posted on
the website of the Company at Vigil Mechanism.pdf
(carysil.com)

29. RELATED PARTY TRANSACTIONS AND POLICY ON
RELATED PARTY TRANSACTIONS

All the Related Party Transactions entered during the
financial year were at arm''s length basis and in the
ordinary course of the Company''s business. All such
contracts or arrangements were entered into only
with prior approval of the Audit Committee. Omnibus
approval was obtained for the transactions of
repetitive nature. The Policy on Materiality of Related
Party Transactions and dealing with Related Party
Transactions as approved by the Board is uploaded
on the Company''s website at https://carysil.com/

images/PDF/15-Company%20Policies/Related%20
Party%20Transaction%20Policy.pdf

There are no materially significant related party
transactions made by the Company with Promoters,
Directors, Key Managerial Personnel or other
designated persons which may have a potential
conflict with the interest of the Company at large and
thus a disclosure in Form AOC-2 in terms of Section
134 of the Act is not required.

None of the Non-Executive Directors has any pecuniary
relationship or transactions with the Company other
than sitting fees payable to them.

30. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURE

In terms of the provisions of Section 197(12) of the
Act read with Rules of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 as amended, a statement showing the names
of top ten employees in terms of remuneration drawn
and names and other particulars of the employees
drawing remuneration in excess of the limits set out in
the said rules forms part of this Report as Annexure II.

Disclosures relating to remuneration and other
details as required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 as amended forms part of this Report. The said
information is available for inspection on all working
days, during business hours, at the Registered Office
of the Company upto the date of AGM. Any member
interested in obtaining such information may write to
the Company Secretary and the same will be furnished
on request. Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014.

31. INSURANCE

The Company takes a very pragmatic approach
towards insurance. Adequate cover has been taken
for all movable and immovable assets against
unforeseeable perils like fire, riot, earthquake, floods,
terrorism etc. and other risks which are considered
necessary by the management. In addition to this
coverage, a statutory Public Liability Insurance Policy
has been taken to cover the Company for providing
against the public liability arising out of industrial
accidents for employees working in plants.

32. DEPOSITS UNDER CHAPTER V OF COMPANIES ACT,
2013

The Company has neither accepted nor renewed any

Deposits from the public within the ambit of Section
73 of the Companies Act, 2013 and the Companies
(Acceptance of Deposits) Rules, 2014. The Company
has not accepted any deposits from its Directors.

33. ANNUAL RETURN

As required under the provisions of Section 134(3)
(a) and Section 92(3) of the Companies Act, 2013
read with the Companies (Management and
Administration) Rules, 2014, the Company is required
to place a copy of Annual Return (in Form MGT-7) on
the Company''s website, at https://www.carysil.com/
investor-relations

34. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

In accordance with Regulation 34(2)(f) of the Listing
Regulations, BRSR, covering disclosures on the
Company''s performance on Environment, Social and
Governance parameters for 2022-23, is annexed to
the Annual Report. BRSR includes reporting on the
nine principles of the National Voluntary Guidelines on
social, environmental and economic responsibilities of
business as framed by the MCA.

35. COMPLIANCE WITH THE PROVISIONS OF

SECRETARIAL STANDARD - 1 (SS-1) AND

SECRETARIAL STANDARD - 2 (SS-2)

The Directors have devised a proper systems to ensure
compliance with the provisions of all applicable
Secretarial Standards issued by the Institute of
Company Secretaries of India and that such systems
are adequate and operating effectively. The Company
has complied with SS-1 and SS-2.

36. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provision of Section 134 of the
Companies Act, 2013, in relation to financial
statements of the Company for the year ended March
31, 2023, the Directors to the best of their knowledge
and belief hereby confirmed:

a. that in the preparation of the annual accounts
for the financial year ended March 31, 2023, the
applicable accounting standards and Schedule III
of the Companies Act, 2013, have been followed
and there are no material departures from the
same;

b. that the directors have selected accounting
policies and applied them consistently and made
judgments and estimates that are reasonable
and prudent so as to give a true and fair view of
the state of affairs of the Company at the end of

the financial year ended March 31, 2023 and of
the profit of the Company for that period;

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

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

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

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

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

The information relating to Conservation of energy,
technology absorption, foreign exchange earnings
and outgo as required to be given under Section 134
of the Act, read with the Companies (Accounts) Rules,
2014 is furnished in "Annexure IV" and forms part of
this report.

38. CORPORATE GOVERNANCE

Your Company is committed to maintain the highest
standards of Corporate Governance, reinforcing the
valuable relationship between the Company and its
Stakeholders.

Pursuant to Regulation 34 of the SEBI LODR
Regulations, a separate report on Corporate
Governance has been included in this Annual Report
along with a certificate from the Statutory Auditors
of the Company regarding the compliance with the
provisions of the Corporate Governance.

All Board members and senior management personnel
have affirmed compliance with the Code of Conduct
for the year 2022-23. A declaration to this effect
signed by the Chairman & Managing Director of the
Company is contained in this Annual Report.

The Chairman & Managing Director and CFO have
certified to the Board with regard to the financial
statements and other matters as required under

Regulation 17(8) of the SEBI LODR Regulations
and the said certificate is contained in this Annual
Report.

AUDITORS'' CERTIFICATE ON CORPORATE
GOVERNANCE

As required by SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Auditors''
Certificate on Corporate Governance forms part of
Annual Report. The auditors'' certificate for financial
year 2022-23 does not contain any qualification,
reservation or adverse remark.

39. ENVIRONMENT AND SAFETY

Your Company is conscious of the importance of
environmentally clean and safe operations. Your
Company endeavours that the conduct of all operations
is in such manner so as to ensure safety of all and
compliance of statutory and industrial requirements
for environment protection and conservation of
natural resources to the extent possible.

40. CMD AND CFO CERTIFICATION

Certificate from Mr. Chirag A. Parekh, Chairman and
Managing Director and Mr. Anand Sharma, CFO,
pursuant to the provisions of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, for
the year under review was placed before the Board of
Directors of your Company at its meeting held on May
25, 2023. The Certificate forms part of this Report.

41. CERTIFICATION FROM COMPANY SECRETARY
IN PRACTICE ON NON DISQUALIFICATION OF
DIRECTORS

Mr. Pradip Shah, Partner of M/s. P P Shah & Co.,
Practicing Company Secretaries, has issued a
certificate as required under the SEBI (LODR)
Regulations, 2015, confirming that none of the
Directors on the Board of your Company have been
debarred or disqualified from being appointed or
continuing as Director of companies by the SEBI /
Ministry of Corporate Affairs or any such statutory
Authority. The certificate forms part of this Report.

42. HUMAN RESOURCE

Your Company firmly believes that Human Resource
function is closely integrated with the business and
has been an important pillar supporting growth
aspiration.

The function focuses on Leadership Development,
Succession Planning and Skills & Competency
Development. At Carysil, the Human Resource function
is a business partner that focuses on improving the

way of life, work culture, employee engagement,
productivity, effectiveness and efficiency. The
Company believes in developing an engaged, efficient
and committed employee base that is aware and
empowered. Employee Engagement Programs are
integral part of the function and are designed in a
manner that keeps motivational levels high and they
range from competitive sports to celebration festivals,
cultural events to recognition through rewarding for
exceptional achievement. Company also conducts inÂ¬
house training programs to develop leadership as well
as technical /functional capabilities in order to meet
future talent requirements. Industrial relations were
cordial throughout the year.

43. REPORTING OF FRAUDS

There was no instance of fraud during the year under
review, which required the Statutory Auditors or
Secretarial Auditor to report to the Audit Committee
and / or Board under Section 143(12) of the Act and
Rules framed thereunder.

44. ANNUAL SECRETARIAL COMPLIANCE REPORT

Mr. Pradip Shah of M/s. P. P. Shah & Co., Practicing
Company Secretaries, has issued Annual Secretarial
Compliance Report pursuant to Regulation 24A
of the SEBI (LODR) Regulations, 2015 which shall
cover a broad check on compliance with applicable
SEBI Regulations and circulars/ guidelines issued
thereunder on annual basis.

45. LISTING

The equity shares of your Company continue to be
listed at BSE Limited (BSE) and the National Stock
Exchange of India Limited (NSE).

46. OTHER DISCLOSURE

The Directors state that no disclosures or reporting is
required in respect of the following items, as the same
is either not applicable to the Company or relevant
transactions/events have not taken place during the
year under review:

a. Details relating to deposits accepted by the
Company;

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

c. There was no revision in the financial statements.

d. There has been no change in the nature of
business of the Company as on the date of this
Report.

e. The Managing Director of the Company did not
receive any remuneration or commission from
any of its subsidiaries.

f. No significant or material orders were passed
by the Regulators or Courts or Tribunals which
impact the going concern status and Company''s
operations in future.

g. There have been no material changes or
commitments affecting the financial position
of the Company which have occurred between
the end of the financial year and the date of this
Report, except mentioned at point no. 6.

h. There are no proceedings pending under the
Insolvency and Bankruptcy Code, 2016 as at the
end of financial year March 31, 2023.

i. The Company has not made one-time settlement
with the banks or financial institutions

The Company has been in compliance with the
applicable Secretarial Standards issued by the Institute
of Company Secretaries of India, during the financial
year.

47. EMPLOYEE STOCK OPTION SCHEME

Acrysil Limited - Employee Stock Option Plan 2021

The Board of Directors ("the Board") of the Company
at its meeting held on March 18, 2021, based on the
recommendation of the Nomination & Remuneration
Committee, approved introduction of Acrysil Limited
- Employees Stock Option Plan 2021 (''ESOP-2021'')
under which the maximum number of equity shares
of the Company that could be created, offered, issued
and allotted should not exceed 3,00,000 (Three Lakhs)
options exercisable into equivalent number of Equity
Shares of '' 2/- each fully paid up of the Company.

The synopsis of the Scheme is as under:

i) Overall limit of 3,00,000 Options;

ii) The Scheme is extended to Permanent
employees of the Company, whether working in
India or outside India, and / or to the directors
of the Company, whether whole-time or not and
to such other persons as may be decided by
the Board and/or permitted under SEBI ESOP
Regulations (hereinafter referred to as ''Eligible
Employees''), but excluding an Independent

Director(s), an employee who is a promoter or
a person belonging to the promoter group and
the director(s) who either himself or through his
relative or through any Body Corporate, directly or
indirectly, holds more than 10% of the outstanding
equity shares of the Company;

iii) Permanent employee(s) and Directors of any
existing and future subsidiary company(ies) of
the Company whether in or outside India, as may
be permissible under the SEBI ESOP Regulations
from time to time;

iv) The Exercise Price shall be '' 60/- per Equity Share
payable at the time of exercise of Options;

v) The Company sought and received Shareholder''s
approval for the said Scheme through Postal
Ballot on May 03, 2021;

vi) Under the Scheme, 2,25,000 Options were granted
to eligible employees on May 20, 2021 by the
Company at an exercise price of '' 60/- per option.
None of the options granted are vested or exercised
as on date;

vii) Under the scheme 77, 061 shares were exercised
by the eligible employees on June 09, 2022 at an
exercise price of '' 60/- per equity share.

viii) Under the scheme 43, 989 shares were exercised
by the eligible employees on June 12, 2023 at an
exercise price of '' 60/- per equity share.

The details as required to be disclosed under Section 62
of the Act read with Rule 12 of Companies (Share Capital
and Debentures) Rules, 2014 and SEBI (Share Based
Employee Benefits) Regulations, 2014 is attached as an
âAnnexure V'' forming part of this report.

48. OTHER CONFIRMATIONS

There is no application/proceeding pending under the
Insolvency and Bankruptcy Code, 2016 during the year
under review. Further, there are no instances of one-time
settlement with any Bank or Financial Institutions.

49. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere
appreciation for the assistance and co-operation
received from the financial institutions, banks,
Government and regulatory authorities, stock
exchange, customers, vendors and members during
the year under review. Your Directors also wish to
place on record their deep sense of appreciation for
the committed services by the Company''s executives,
staff and workers.

For and on behalf of the Board of Directors
For CARYSIL LIMITED

(Formerly Known as Acrysil Limited)

CHIRAG A. PAREKH

(DIN: 00298807)
Chairman and Managing Director

Date: August 11, 2023
Place: Mumbai

Registered Office:

A-702, 7th Floor, Kanakia Wall Street,

Chakala, Andheri Kurla Road, Andheri (East),

Mumbai - 400 093
Tel.: 022-4190 2000
CIN: L26914MH1987PLC042283
Website: www.carysil.com
E-mail: [email protected]

Mar 31, 2018

The Directors are pleased to present the Thirty First Annual Report on business and operations of the Company together with the Audited Financial Statements for the financial year ended March 31, 2018. This report states compliance as per the requirements of the Companies'' Act, 2013 ("the Act"), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and other rules and regulations as applicable to the Company.

1. Financial Summary/Performance of the Company

The highlights of the financial performance for the year under review as compared to the previous financial year are given below:

(Rs. in Lakhs)

Sr. No.	Particulars	Standalone		Consolidated
		31.03.2018	31.03.2017	31.03.2018	31.03.2017
1	Net Sales / Income from Operations	15,380.37	14,136.76	19,646.70	18,098.65
2	Other Income	400.19	295.40	348.61	254.07
3	Total Income (1 2)	15,780.56	14,432.16	19,995.30	18,352.72
4	Total Expenditure	13,627.94	12,454.27	17,078.17	15,496.64
5	Operating Profit before Finance Cost, Depreciation, Tax and Minority Interest (3-4)	2,152.62	1,977.89	2,917.13	2,856.08
6	Finance Cost	549.85	500.27	514.27	1,020.16
7	Depreciation	623.93	482.76	714.44	567.17
8	Profit before Tax and Minority Interest (5-6-7)	978.84	994.86	1,688.42	1,268.75
9	Provision for Taxation	337.42	368.74	464.72	471.49
10	Net Profit after Tax and before Non-Controlling Interest (8-9)	641.42	626.12	1,223.70	797.26
11	Non-Controlling Interest	-	-	28.61	71.35
12	Net Profit after Tax & Non-Controlling Interest (10-11)	641.42	626.12	1,195.08	725.91
13	Total other Comprehensive Income (Net ofTax)	(6.88)	8.41	(224.83)	289.16
14	Total Comprehensive Income	634.54	634.53	970.25	1,015.07

Notes:

1. The previous year figures has been regrouped wherever necessary.

2. The above figures are extracted from the audited standalone and consolidated financial statements as per Indian Accounting Standards (Ind AS).

3. Figures has been rounded off to nearest decimal

2. Performance Review

Standalone

During the year under review, Sales Turnover increased to Rs.15380.37 lakhs as against Rs.14,136.76 lakhs in the previous year. The Profit After Tax for the year stood at Rs.641.42 lakhs as compared to Rs.626.12 lakhs in the previous year.

Consolidated

On consolidated basis, Sales turnover of your Company for the year was Rs.19646.70 Lakhs as against Rs.18098.65 Lakhs in the previous year. The Consolidated Profit Before Taxation and Minority Interest was Rs.1688.42 Lakhs against Rs.1268.75 Lakhs in the previous year. The Consolidated Profit after Tax and Minority Interest was Rs.1195.08 Lakhs against Rs.725.91 Lakhs in the previous year.

3. Applicability of Indian Accounting Standards

Your Company had adopted Ind-AS w.e.f. 1st April, 2017 pursuant to a notification dated 16th February, 2015, issued by the Ministry of Corporate Affairs, notifying the Companies (Indian Accounting Standard) Rules, 2015. Your Company has published Ind-AS Financials for the financial year ended 31st March, 2018 along with comparable as on 31st March, 2017 and Opening Statement of Assets and Liabilities as on 1st April, 2017.

Your Company has shared all four quarters re-stated Ind-AS Profit and Loss Statement with investors along with quarterly results for comparison.

4. Goods and Services Tax (GST)

The Goods and Services Tax (GST) is a landmark reform which will have a lasting impact on the economy and on businesses. Implementation of a well-designed GST model that applies to the widest possible base at a low rate can provide stimulus to the business and contribute to the Hon''ble Prime Minister''s mission of ''Make in India''.

Your Company has successfully implemented and migrated to GST w.e.f. 1st July, 2017 and changes across IT systems, Supply Chain and Operations have been made keeping in mind the sweeping changes that GST has brought in.

5. Dividend

Considering the consistent financial performance of your Company and promising future prospects while retaining capital to maintain a healthy Capital Adequacy Ratio and to support future growth your Board of Directors recommend a final dividend of 50 % (Rs. 5/-per Equity Share) on Equity Shares of Rs. 10/- each for the financial year ended March 31, 2018. The declaration and payment of dividend is subject to the approval of shareholders at the ensuing Annual General Meeting of the Company.

The Register of Members and Share Transfer Books will remain closed from Friday, September 21, 2018 to Thursday, September 27, 2018 (both days inclusive) for the purpose of payment of the final dividend for the financial year ended March 31, 2018.

6. Material Changes, Transaction and Commitment/ Change in the Nature of Business, if any

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

7. The details of significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Company''s operation in future

During the year under review, no significant or material order was passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

8. Management Discussion and Analysis (MDA)

Management''s Discussion and Analysis Report for the year, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section, forming part of the Annual Report.

9. Share Capital

The paid up Equity Share Capital as on March 31, 2018 stands at Rs. 5,18,89,760 divided into Rs. 51,88,976 equity shares of Rs. 10/- each. The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares to the employees or Directors of the Company, under any Scheme (including sweat equity shares) during the year.

10. Transfer to Reserves

The Company proposes to transfer sum of '' 200.00 Lakhs to the General Reserves. An amount of Rs.3195.08 Lakhs is proposed to be retained in the Statement of Profit and Loss of standalone financials.

11. Subsidiary Companies

As on March 31, 2018, the Company has seven subsidiaries, including three overseas subsidiaries and one step down overseas subsidiary. There has been no material change in the nature of the business of the subsidiaries. There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Act. Financials of subsidiaries are disclosed in the consolidated financial statements, which forms part of this Annual Report. Pursuant to sub-section (3) of section 129 of the Act and Rule 8(1) of the Companies (Accounts) Rules, 2014, the statement containing the salient feature of the financial statements of a Company''s subsidiaries in Form AOC-1 is attached to the financial statements.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited Accounts in respect of subsidiaries, are available on the website of the Company.

During the year under review, Acrysil International FZCO, Dubai became the wholly owned subsidiary of the Company. Except that, no company become or ceased to be Company''s Subsidiaries, joint ventures or associate companies.

The Board has approved a Policy Statement for determining ''Material'' Subsidiaries of the Company viz. Acrysil Limited and the same is available on the website of the Company i.e. www.acrysilcorporateinfo.com under ''Company Policies'' in the ''Investor Relations section.

The Audit Committee of the Company reviews the financial statements, in particular, the investments made by the unlisted subsidiary company.

The minutes of the Board Meetings of the unlisted subsidiary companies were also placed at the Board Meeting of the Company.

Further, the Annual Accounts and related documents of the subsidiary company shall be kept open for inspection at the registered office of the Company. The Company will also make available copy thereof upon specific request by any Member of the Company interested in obtaining the same. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report include the financial information of its subsidiary.

12. Directors and Key Managerial Personnel

The Board of Directors of the Company is led by the Executive Chairman and Managing Director and comprises four other Independent Directors as on March 31, 2018. Pursuant to the provisions of Section 152 of the Companies Act, 2013, and the Articles of Association of the Company, Mr. Chirag Ashwin Parekh, Chairman and Managing Director is due to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Mr. Chirag A. Parekh, Chairman and Managing Director, Mr. Anand H. Sharma, Chief Financial officer and Mr. Damodar Sejpal, Company Secretary and Compliance officer are the Key Managerial Personnel of the Company in accordance with the provisions of Section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

There has been no change in the Key Managerial Personnel during the financial year 2017-18.

a. Board Meetings

During the year, 6(Six) Board meetings were held, with gap between Meetings not exceeding the period prescribed under the Companies Act, 2013. Details of Board and Board committee meetings held during the year are given in the Corporate Governance Report which forms part of the Annual Report.

Board meeting dates are finalized in consultation with all directors and agenda papers backed up by comprehensive notes and detailed background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions. A detailed presentation is also made to apprise the Board of important developments in industry, segments, business operations, marketing, products etc.

In accordance with the provisions of Schedule IV of Companies Act, 2013 ("the Act") and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), a separate meeting of the Independent Directors of the Company was held on 29th March, 2018 to review the performance of Non-Independent Directors (including the Chairpersons) and the entire Board. The Independent Directors also reviewed the quality, quantity and time lines of the flow of information between the Management and the Board.

b. Independent Director''s Familiarization Programme

The Company familiarises its Independent Directors pursuant to the requirements of Regulation 25 of LODR with their roles, rights, responsibility in the Company, nature of the industry in which the Company operates and business model management structure, product portfolio, Industry overview, manufacturing operations, internal control system and processes, FOREX management , risk management framework, functioning of various divisions, HR Management, CSR activities etc. The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at http://www.acrysilcorporateinfo.com/public/ upload/pdf/ 7832Nomination%20&%20Remune ration%20Policy.pdf

c. Evaluation of Board, Committees and Directors

Considering the Performance Evaluation Guidelines which was formulated by the Nomination and Remuneration Committee ("NRC"), the Board and NRC approved the framework for evaluating the performance, on an annual basis, of the Board, its Committees and each director including the Chairman of the Board of Directors.

In line with the statutory requirements enshrined under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 201 5, the Board carried out a performance evaluation of itself, its Committees and of all individual Directors including Independent Directors and the Chairman of the Board of Directors based on various parameters relating to attendance, roles, responsibilities and obligations of the Board, effectiveness of its functioning, contribution of Directors at meetings and the functioning of its Committees.

d. Policy on Appointment and Remuneration of Directors

The Board, on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining Qualifications, Positive Attributes and Independence of a Director and a Policy for remuneration of Directors, Key managerial Personnel and senior management. The Board has formulated Nomination and Remuneration Policy is posted on the website of the Company and can be accessed at http://www.acrysilcorporateinfo.com/public/ upload/pdf/7832Nomination%20&%20Remuneratio n%20Policy.pdf

e. Declaration by Independent Directors

The Independent Directors of the Company have furnished the declaration to the Company under Section 149(7) of the Companies Act, 2013, that he/ she meets the criteria of independence prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

13. Auditors

a. Statutory Auditors

M/s. P A R K & Company, Chartered Accountants were appointed as Statutory Auditors of the Company for a period of 5 (Five) years from FY 2017 - 18 to 2021 - 22 at the 30th Annual General Meeting held on September 20, 2017. In view of the amendment to Section 139 of the Companies Act, 2013, the Company is not required to ratify the appointment of the Statutory Auditor at every Annual General Meeting. Hence, the item of ratification of appointment of Statutory Auditor is not considered in this Annual General Meeting. In view of the same M/s. P A R K & Company, Chartered Accountants will continue to act as Statutory Auditors of your Company for Financial Year 2018-19.

Statutory Auditors'' Report

The Board has duly reviewed the Statutory Auditor''s Report and the observations and comments, appearing in the report are self-explanatory and do not call for any further explanation /clarification by the Board of Directors as provided under Section 134 of the Act.

b. Cost Auditors

The Board of Directors, as per recommendation of Audit Committee, has appointed M/s. S. K. Rajani& Co., Cost Accountants (FRN: 101113) as Cost Auditors of the Company, for the financial year 2018-19on a remuneration of Rs. 60,000/- subject to ratification by members.

A resolution seeking ratification for the remuneration payable to Cost Auditors forms part of the Notice of 31st Annual General Meeting of the Company and same is recommended for your consideration and ratification.

The Company has filed the Cost Audit Report with the Ministry of Corporate Affairs within the stipulated time period prescribed under the Companies (Cost Record and Audit) Rules, 2014.

c. Secretarial Auditors

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 has appointed M/s. P. P. Shah & Co., a firm of Company Secretaries in Practice to conduct the Secretarial Audit of the Company. The secretarial audit report for the financial year 2017-18 forms part of the Annual Report as Annexure V to the Board''s report. The Secretarial Audit Report is self-explanatory in nature and do not require any further comments and explanations.

The Board has appointed M/s. P. P. Shah & Co., Practicing Company Secretaries, as secretarial auditor of the Company for financial year 2018-19.

d. Auditors'' Certificate on Corporate Governance

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the auditors'' certificate on corporate governance is form part of Annual Report. The auditors'' certificate for financial year 2017-18 does not contain any qualification, reservation or adverse remark.

14. Internal Control System and Compliance Framework

In the opinion of the Board, the Company has an Internal Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations.

Internal Controls are continuously evaluated by the Internal Auditors and Management. Findings from internal audits are reviewed by the Management and by the Audit Committee and corrective actions and controls have been put in place wherever necessary. Scope of work of Internal Auditors covers review of controls on accounting, statutory and other compliances and operational areas in addition to reviews relating to efficiency and economy in operations.

During the year, Internal Financial Controls (IFC) testing process was done in order to review adequacy and strength of IFC followed by the Company. As per the assessment, there are no major concerns and controls are strong.

The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and those systems are adequate and operating effectively.

15. Audit committee

The Company has an Audit Committee pursuant to the requirements of the Act read with the rules framed there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details relating to the same are given in the Report on Corporate Governance forming part of this Report.

During the Financial year 2017-18, the recommendations and ratifications of Audit Committee were duly approved, ratified and accepted by the Board of Directors.

16. The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Prohibition and Redressal) Act, 2013 and the Rules thereunder. As required under law, an Internal Complaints Committee (ICC) has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassment at the work place. During the year under review, there were no complaints pertaining to sexual harassment.

17. Risk Management and Policy on Risk Management

Your Company recognizes that the risk is an integral part of business and is committed to managing the risks in proactive and efficient manner. Your Company periodically assesses the risks in the internal and external environment along with the treating the risks and incorporates risk management plants in its strategy, business and operational plans.

Your Company, through its risk management process strives to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board of Directors.

The Board of Directors has also adopted a formal Risk Management policy for the Company, whereby, risks are broadly categorized with the parameters of identification, assessment, monitoring and mitigation of various risks. Policy on Risk Management is posted on the website of the Company and can be accessed at http://www.acrysilcorporateinfo.com/public/upload/ pdf/1902risk-management-policy.pdf

18. Vigil Mechanism

The Board of Directors of the Company has approved and adopted a Whistle Blower Policy of the Company for establishing a vigil mechanism for directors and employees to report genuine concerns regarding fraud or unethical behavior as required under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In appropriate cases any personnel of the Company can have direct access to the audit committee.

We affirm that no personnel has been denied access to the Audit Committee. The Whistle Blower Policy is posted on the website of the Company at http://www.acrysilcorporateinfo.com/public/upload/pdf/ 9512vigil-mechanism.pdf

19. Related Party Transactions and Policy on Related Party Transactions

All the Related Party Transactions entered during the financial year were at arm''s length basis and in the ordinary course of the Company''s business. All such contracts or arrangements were entered into only with prior approval of the Audit Committee. Omnibus approval was obtained for the transactions of repetitive nature. The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board is uploaded on the Company''s website at http://www.acrysilcorporateinfo.com/public/upload/pdf/ 5203related-party-transcation-policy.pdf

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

Accordingly, particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 at arm''s length transactions under third proviso thereto are disclosed in Form No. AOC-2 in Annexure - II and form part of this Report.

None of the Non-Executive Directors has any pecuniary relationship or transactions with the Company other than sitting fees payable to them.

20. Managerial Remuneration and Particulars of Employees

The ratio of remuneration of each director to the median of employees'' remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Board''s report and statement of particulars of employees is annexed as Annexure IV.

21. Insurance

The Company takes a very pragmatic approach towards insurance. Adequate cover has been taken for all movable and immovable assets against foreseeable perils like fire, riot, earthquake, floods, terrorism etc. and other risks which are considered necessary by the management.

In addition to this coverage, a statutory Public Liability Insurance Policy has been taken to cover the Company for providing against the public liability arising out of industrial accidents for employees working in plants.

22. Loans, Guarantees or Investments

The Details of Loans given, Guarantees and Securities provided and Investments made by the Company in compliance with the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

23. Corporate Social Responsibility (CSR)

In accordance with the provisions of Section 135 of the Companies Act, 2013 and Rules framed there under your Company has adopted a policy for CSR and the Board has constituted a Committee for implementing the CSR activities. Composition of the Committee and other details are provided in Corporate Governance Report. In financial year 2017-18, the Company has under taken various CSR activities directly and/or through implementing agency and the projects undertaken by the Company are in accordance with Schedule VII of the Companies Act, 2013. The report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is given in "Annexure III", forming part of this report.

24. Deposits

The Company has not accepted any fixed deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014 during the year. There are no unclaimed/unpaid deposits as on March 31, 2018.

25. Extract of the Annual Return

In accordance with the provisions of section 92(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 (as amended), an extract of the Annual Return is annexed to this report as Annexure - I.

26. Secretarial Standards

Secretarial Standard SS-1 and SS-2 relating to ''Meetings of the Board of Directors'' and ''General Meetings'' respectively , have been duly followed by the Company.

27. Directors'' Responsibility Statement

Pursuant to the provision of Section 134 of the Companies Act 2013, the directors to the best of their knowledge and belief hereby confirmed :

a. that in the preparation of the annual accounts for the year ended March 31, 2018, the applicable

Accounting Standards had been followed along with proper explanation relating to material departures, if any;

b. that the directors had selected 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 a airs of the Company at the end of the financial year ended March 31, 2018 and of the profit of the Company for that period;

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 accounts/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 were operating effectively;

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

28. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information relating to Conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be given under Section 134 of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure VI and forms part of this report.

29. Corporate Governance

Your Company is committed to maintain the highest standards of Corporate Governance, reinforcing the valuable relationship between the Company and its Stakeholders.

Pursuant to Regulation 34 of the SEBI LODR Regulations, a separate report on Corporate Governance has been included in this Annual Report along with a certificate from the Secretarial Auditors of the Company regarding the compliance with provisions of Corporate Governance.

All Board members and senior management personnel have affirmed compliance with the Code of Conduct for the year 2017-18. A declaration to this effect signed by the Chairman & Managing Director of the Company is contained in this Annual Report.

The Chairman & Managing Director and CFO have certified to the Board with regard to the financial statements and other matters as required under Regulation 17(8) of the SEBI LODR Regulations and the said certificate is contained in this Annual Report.

30. Human Resource

Your Company firmly believes that Human Resource function is closely integrated with the business and has been an important pillar supporting growth aspiration. The function focuses on Leadership Development, Succession Planning and Skills &Competency Development. At Acrysil, the Human Resource function is a business partner that focuses on improving the way of life, work culture, employee engagement, productivity, effectiveness and efficiency. The Company believes in developing an engaged, efficient and committed employee base that is aware and empowered.

Employee Engagement Programs are integral part of the function and are designed in a manner that keeps motivational levels high and they range from competitive sports to celebration festivals, cultural events to recognition through rewarding for exceptional achievement. Company also conducts in-house training programs to develop leadership as well as technical / functional capabilities in order to meet future talent requirements. Industrial relations were cordial throughout the year.

31. Disclosures under Section 134(3)(l) of the Companies Act, 2013

Except as disclosed elsewhere in this report, there have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

32. Unclaimed Dividend

Pursuant to the provisions of Section 205A of the Companies Act, 1956 (Section 124 of the Companies Act, 2013), your company has transferred Rs. 402,732/- during the year to the Investor Education and Protection Fund. This amount was lying unclaimed/unpaid with the Company for a period of seven years after declaration of Dividend for the financial year ended 2009-10.

Here below are the proposed dates for transfer of the unpaid dividend to IEPF by the Company.

Financial Year	Date of declaration	Proposed date for transfer to IEPF*
2010-11	12.08.2011	30.08.2018
2011-12	15.09.2012	25.09.2019
2012-13	26.09.2013	10.10.2020
2013-14	24.09.2014	13.10.2021
2014-15	25.09.2015	14.10.2022
2015-16	24.09.2016	13.10.2023
2016-17	20.09.2017	20.10.2024

Notes:

1. Investors are requested to send in their claim at least 15 days prior to due date for transfer to IEPF for ensuring payment of their dividend.

2. Indicative dates, actual dates may vary.

31. Transfer of shares to Investor Education & Protection Fund (IEPF)

Pursuant to the provisions of the Companies Act, 2013 read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company is required to transfer equity shares in respect of which dividends have not been claimed for a period of seven years continuously, to IEPF. The Company has transferred 37,054 shares to IEPF during the year under review. Details of these shares are available on the Company''s website i.e. www.acrysilcorporateinfo.com. Further, shares in respect of which dividend will remain unclaimed progressively for seven consecutive years, will be reviewed for transfer to the Investor Education and Protection Fund as required by law. The Company will transfer the said shares, after sending an intimation of such proposed transfer in advance to the concerned shareholders, as well as, publish a public notice in this regard. Names of such transferees will be available on the Company''s website i.e. www.acrysilcorporateinfo.com.

Gratitude & Acknowledgments

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. The Board acknowledges with gratitude the co-operation and assistance provided to your company by Bankers, Investors, Customers, Suppliers and Government Authorities. The Board place on record earnest appreciation for the unstinted commitment, dedication, hard work and significant contribution made by employees ensuring sustained growth of the Company.

The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

Mumbai, By order of the Board of Directors

July 25, 2018 Chirag A Parekh

DIN:00298807 Chairman & Managing Director

Registered Office:

B-307, Citi Point, J. B. Nagar, Andheri Kurla Road,

Andheri (East), Mumbai - 400059.

Tel: (91-22) 4015 7817 / 7818 / 7819 Fax: (91-22) 2825 8052.

CIN: L26914MH1987PLC042283

Website: www.acrysil.com/www.acrysilcorporateinfo.com

Mar 31, 2016

DIRECTORS'' REPORT

To,

The Members,

The Directors have pleasure in presenting their Twenty Ninth Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended March 31, 2016.

1. Financial Summary/Performance of the Company

The summary of standalone (Company) and consolidated (Company and its subsidiaries) operating results for the financial year under review along with the figures for previous year are as follows:

(Rs. in Lakhs)

Particulars		Standalone		Consolidated
		31.03.2016	31.03.2015	31.03.2016	31.03.2015
1 . Net Sales / Income from Operations		13,886.15	11,640.56	17,382.52	12,710.40
2.	Other Income	224.83	112.11	179.33	68.73
3.	Total Income (1 2)	14,110.98	11,752.67	17,561.85	12,779.13
4.	Total Expenditure	12,059.93	9,596.02	14,443.89	10,356.21
5.	Operating Profit before Finance Cost, Depreciation, Tax and Minority Interest (3-4)	2,051.05	2,156.65	3,117.96	2,422.92
6.	Finance Cost	485.67	481.04	799.47	679.75
7.	Depreciation	458.67	359.08	543.09	426.68
8.	Profit before Tax and Minority Interest (5-6-7)	1,106.71	1,316.53	1,775.40	1,316.49
9.	Provision for Taxation	401.65	368.70	560.85	415.51
10.	Net Profit after Tax and before Minority Interest (8-9)	705.06	947.83	1,214.55	900.98
11.	Minority Interest	-	-	123.38	27.88
12.	Net Profit after Tax & Minority Interest (10-11)	705.06	947.83	1,091.16	873.10

Notes: 1. The previous year figures has been regrouped wherever necessary.

2. Performance Review

- Standalone

Yet again, Acrysil recorded the highest ever sales during the year. The Company undertakes aggressive sales promotion activities to create strong brand awareness and also took several growth initiatives to increase volumes during the year. As a result, the company had a year of impressive performance with Sales Turnover (Standalone basis) increasing by 19.29% to Rs.13,886.15 lakhs as against Rs.11,640.56 lakhs in the previous year. Net Profit (Standalone basis) for the year declined from Rs.947.83 lakhs in the previous year to Rs.705.06 lakhs in FY16.

_- Consolidated

On consolidated basis, Sales turnover of your Company for the year was Rs.17,382.52 Lakhs as against Rs.12,710.40 Lakhs in the previous year. The Consolidated Profit before Taxation and Minority Interest was Rs.1,775.40 Lakhs against Rs.1,316.49 Lakhs in the previous year. The Consolidated Profit after Tax and Minority Interest was Rs.1,091.16 Lakhs against Rs.873.10 Lakhs in the previous year.

3. Dividend

Your company is rewarding its shareholders by way of consecutive cash dividends considering the consistent financial performance of your Company and promising future prospects while retaining capital to maintain a healthy Capital Adequacy Ratio and to support future growth. In view of the good financial performance of your Company, the Board of Directors, in its meeting held on May 23, 2016, has recommended a final dividend of 50% (Rs. 5.00 per Equity Share of Rs.10/- each) on Equity Shares of 10/- for the financial year ended March 31, 2016. The proposal is subject to the approval of shareholders at the ensuing Annual General Meeting.

4. Material Changes, Transaction and Commitment/Change in the Nature of Business, if any

There are no material changes and commitments, affecting the financial position of the Company for the year under review. During the year under review, no significant or material order was passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

5. Management Discussion and Analysis (MDA)

Management Discussion and Analysis Report as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in separate sections forming part of the Annual Report.

6. Share Capital

During the year under review, 5,30,976 equity shares of the face value of Rs.10/- each were issued and allotted on preferential basis. Consequent thereto, total paid up equity share capital of the Company as on March 31, 2016 stands at Rs.5,18,89,760 divided into 51,88,976 equity shares of Rs.10/- each.

During the year, the Company has neither issued shares with differential voting rights nor granted stock options or sweat equity.

7. Transfer to Reserves

The Company proposes to transfer Rs.300.00 Lakhs to the General Reserves. An amount of Rs.1303.98 Lakhs is proposed to be retained in the Statement of Profit and Loss of standalone financials.

8. Subsidiary Companies

As on March 31, 2016, the Company has six subsidiaries, including two overseas subsidiaries, one step down overseas subsidiaries. All the said subsidiaries of the Company remained operational during the year under review. There has been no material change in the nature of the business of the subsidiaries. Financials of subsidiaries are disclosed in the consolidated financial statements, which forms part of this Annual Report. Pursuant to sub-section (3) of section 129 of the Act and Rule 8(1) of the Companies (Accounts) Rules, 2014, the statement containing the salient feature of the financial statements of a Company''s subsidiaries in Form AOC-1 is attached to the financial statements.

Pursuant to the provisions of section 136 of the Companies Act, 2013, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

Further, the Annual Accounts and related documents of the subsidiary company shall be kept open for inspection at the Registered Office of the Company. The Company will also make available copy thereof upon specific request by any Member of the Company interested in obtaining the same. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report include the financial information of its subsidiary.

During the year no company become Company''s Subsidiaries, joint ventures or associate companies during the year;

There were no companies which have ceased to be company''s subsidiaries, joint ventures or associate companies except Acrysil International Limited, Hongkong which has ceased to be Company''s subsidiary during the year under review.

9. Directors and Key Managerial Personnel

The Board of Directors of the Company is led by the Executive Chairman and comprises six other Directors as on March 31, 2016, including one Chairman and Managing Director, five Independent Directors and one Non-Executive Director (other than Independent Directors).

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri Chirag Ashwin Parekh, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

During the year under review, the members in their 28^th Annual General Meeting held on September 25, 2015 approved the appointment of Shri Arjun Handa as an Independent Director who is not liable to retire by rotation.

Shri Shyam H. Mariwala and Smt. Shetal C. Parekh tendered their resignations from the Board of Directors effective from May 2, 2016 and May 23, 2016 respectively.

The Board of Directors has appointed Dr. Sonal Ambani [DIN:02404841] as an Independent Director of the Company from May 23, 2016 to March 31, 2021 on non-rotational basis, subject to approval of the shareholders. Dr. Sonal Ambani was appointed as an Additional Director, who shall hold office up to the ensuing Annual General Meeting. Based on the disclosures provided by her, she is not disqualified from being appointed as Director as per Section 164 of the Companies Act, 2013. The Board of Directors at its meeting held on May 23, 2016 has also appointed Dr. Sonal Ambani as a member of the Audit Committee, Nomination & Remuneration Committee & Corporate Social Responsibility Committee. The terms and conditions of appointment are placed on the website of the Company www.acrysilcorporateinfo.com.

Mr. Chirag A. Parekh, Chairman and Managing Director, Mr. Damodar Sejpal, Company Secretary and Mr. Anand H. Sharma, Chief Financial Officer are the âKey Managerial Personnelâ of the Company pursuant to Section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Apart from this, there were no changes in the Directors or Key Managerial Personnel during the year under review.

The brief resumes and other relevant documents of the Directors being appointed / re-appointed are given in the Explanatory Statement to the Notice convening the Annual General Meeting, for your perusal.

a. Board Meetings

During the year, 8 (Eight) Board meetings were held, with gap between Meetings not exceeding the period prescribed under the Companies Act, 2013. Details of Board and Board committee meetings held during the year are given in the Corporate Governance Report which forms part of the Annual Report.

b. Independent Directorâs Familiarization Programme

As per requirements under the Listing Agreement, the Company undertook directors'' familiarization programme for Independent Directors in order to familiarize them with business model, management structure, product portfolio, Industry overview, manufacturing operations, internal control system and processes, FOREX management, risk management framework, functioning of various divisions, HR Management, CSR activities etc. The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at http://www.acrysilcorporateinfo.com/public/upload/pdf/ 9390FamiliarisationProgrammeforIndependentdirectors.pdf.

c. Evaluation of Board, Committees and Directors

In line with the statutory requirements enshrined under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board carried out a performance evaluation of itself, its Committees, the Chairman and each of the other Directors on the basis of framework approved by the Nomination and Remuneration Committee.

Independent Directors at a separate meeting evaluated performance of the Non-Independent Directors, Board as a whole and of the Chairman of the Board. The manner in which the evaluation has been carried out has been detailed in the Corporate Governance Report which forms part of the Annual Report.

d. Policy on Appointment and Remuneration of Directors

The Board, on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining Qualifications, Positive Attributes and Independence of a Director and a Policy for remuneration of Directors, Key managerial Personnel and senior management. The Board has formulated Nomination and Remuneration Policy is posted on the website of the Company and can be accessed at http://www.acrysilcorporateinfo.com/public/upload/pdf/ 14962328Nomination%20&%20Remuneration%20Policy.pdf.

e. Declaration by Independent Directors

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

10. Auditors

a. Statutory Auditors

The Company''s Auditors M/s. Sanghavi & Co., Chartered Accountants, (Firm Registration No.109099W) have completed more than ten years as Statutory Auditors of the Company. In accordance with the provisions of Section 139 of the Act and Rules made there under, they can continue as Auditors for a further period of one year i.e. up to March 31, 2017. On the recommendation of the Audit Committee, it is proposed to ratify their appointment from the conclusion of 29^th Annual General Meeting till the conclusion of 30^th Annual General Meeting.

M/s Sanghavi & Co., Chartered Accountants have informed to the Company that their ratification for appointment, if made, would be within the limits prescribed under section 141 of the Act. They have also furnished a declaration confirming that their independence as well as their arm''s length relationship with the Company and that they have not taken up any prohibited non-audit assignments for the Company.

b. Cost Auditors

Pursuant to Section 148 of the Act, read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its Kitchen Sinks under other manufacturing activity are required to be audited by cost auditors. The Board has on the recommendation of the Audit Committee, appointed M/s. S. K. Rajani & Co., Cost Accountants (FRN: 101113) to audit the cost accounts of the Company for the financial year 2016-17 on a remuneration of '' 60,000/-, subject to ratification by members. Accordingly, a resolution seeking Member''s ratification for the remuneration payable to M/s. S. K. Rajani & Co., Cost Accountants (FRN: 101113) is included at Item No. 6 of the Notice convening the Annual General Meeting.

Your Company submits its Cost Audit Report with the Ministry of Corporate Affairs within the stipulated time period.

c. Secretarial Auditors

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 has appointed M/s. P.P. Shah & Co., a firm of Company Secretaries in Practice to conduct the Secretarial Audit of the Company. The secretarial audit report for the financial year 2015-16 forms part of the Annual Report as Annexure VI to the Boardâs report.

The Secretarial Audit Report is self-explanatory in nature and do not require any further comments and explanations.

The Board has appointed M/s. P.P. Shah & Co., Practicing Company Secretaries, as secretarial auditor of the Company for financial year 2016-17.

d. Auditorsâ Certificate on Corporate Governance

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the auditors'' certificate on corporate governance is form part of Annual Report. The auditors'' certificate for financial year 2015-16 does not contain any qualification, reservation or adverse remark.

11. Internal Control System and Compliance Framework

The Company has an Internal Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations.

The Company has appointed M/s. Pramod Shah & Associates, as Internal Auditors of the Company. The Audit Committee in consultation with the internal auditors formulates the scope, functioning, periodicity and methodology for conducting the internal audit. The internal auditors carry out audit, covering inter alia, monitoring and evaluating the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations and submit their periodical internal audit reports to the Audit Committee. Based on the internal audit report and review by the Audit committee, process owners undertake necessary actions in their respective areas. The internal auditors have expressed that the internal control system in the Company is robust and effective.

During the year, Internal Financial Controls (IFC) testing process was done in order to review adequacy and strength of IFC followed by the Company. As per the assessment, there are no major concerns and Controls are strong.

The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and those systems are adequate and operating effectively.

12. Audit Committee

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report. The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.

13. The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

In line with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made there under, the Company has adopted a âPolicy on Prevention of Sexual Harassment at Workplaceâ There is no complaint related to the Sexual Harassment received during the year under review.

14. Risk Management and Policy on Risk Management

Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges.

Major risks identified for the Company by the management are Currency fluctuation, Compliance, Regulatory changes, Manufacturing & Supply, Litigation, Information Technology and new capital investments return. The management is however, of the view that none of the above risks may threaten the existence of the Company as robust Risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company in case any of these risks materialize.

15. Vigil Mechanism

The Company has set up vigil mechanism viz. Whistle Blower Policy to enable the employees and Directors to report genuine concerns and irregularities, if any in the Company, noticed by them. It is posted on the intranet of the Company. The same is reviewed by the Audit Committee from time to time.

16. Related Party Transactions and Policy on Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. As provided under section 134[3][h] of the Companies Act, 2013 and Rules made there under disclosure of particulars of material transactions with related parties entered into by the Company in the prescribed format is annexed to this report as Annexure - III.

The Board has formulated Policy on Related Party Transactions and posted on the website of the Company and can be accessed at (http://www.acrysilcorporateinfo.com/public/upload/pdf/5203related-party-transcation-policy.pdf).

None of the Non-Executive Directors has any pecuniary relationship or transactions with the Company other than sitting fees and commission payable to them.

17. Managerial Remuneration and Particulars of Employees

The details pertaining to Remuneration as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report and statement of particulars of employees is annexed as Annexure IV.

18. Insurance

The Company continues to carry adequate insurance cover for all its assets against foreseeable perils like fire, riot, earthquake, floods, terrorism etc. and other risks which are considered necessary by the management. In addition to this coverage, a statutory Public Liability Insurance Policy has been taken to cover the company for providing against the Public liability arising out of Industrial accidents for employees working in plants.

19. Loans, Guarantees Or Investments

Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

20. Corporate Social Responsibility (CSR)

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has established Corporate Social Responsibility (CSR) Committee and statutory disclosures with respect to the CSR Committee and an Annual Report on CSR Activities forms part of this Report as Annexure II.

21. Deposits

Your Company has not accepted/renewed any deposits from the public and the shareholders of the Company and has repaid all the deposit outstanding at the beginning of the year and there has been no default in repayment of deposits or payment of interest thereon during the year, falling within the purview of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

22. Extract of the Annual Return

As per the provisions of section 92[3] of the Act, an extract of the Annual Return in the prescribed form MGT-9 is attached to this report as Annexure -1.

23. Directorsâ Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors confirm:

a. that in the preparation of the annual accounts for the year ended March 31, 2016, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

b. that the directors had selected accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2016 and of the profit of the Company for that period;

d . that the annual accounts/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 were operating effectively;

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

24. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information relating to Conservation of energy, technology absorption, foreign exchange earnings and outgo, pursuant to Section 134 of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure VII and forms part of this report.

25. Corporate Governance

Your Company upholds the standards of governance and is compliant with the Corporate Governance provisions as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in both letter and spirit. The Company''s core values of honesty and transparency have since its inception been followed in every line of decision making. Setting the tone at the top, your Directors cumulatively at the Board level, advocate good governance standards at Acrysil.

Parameters of Statutory compliances evidencing the standards expected from a listed entity have been duly observed and a Report on Corporate Governance as well as the Certificate from Statutory Auditors confirming compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

26. Human Resource

Your Company firmly believes that employees are the most valuable assets and key players of business success and sustained growth. Various employee benefits, recreational and team building programs are conducted to enhance employee skills, motivation as also to foster team spirit. Company also conducts in-house training programs to develop leadership as well as technical / functional capabilities in order to meet future talent requirements. Industrial relations were cordial throughout the year.

27. Disclosures under Section 134(3)(l) of the Companies Act, 2013

28. Transfer to Investor Education and Protection Fund

Pursuant to the provisions of Section 205C of the Companies Act, 1956, your Company has transferred Rs.2,83,206/- during the year to the Investor Education and Protection Fund. This amount was lying unclaimed/unpaid with the Company for a period of seven years after declaration of Dividend for the financial year ended 2007-08.

29. Listing of Shares

The Securities and Exchange Board of India (SEBI), on September 2, 2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations were effective December 1, 2015. Accordingly, all listed entities were required to enter into the Listing Agreement within six months from the effective date. The Company entered into Listing Agreement with BSE Limited on January 11, 2016.

30. Gratitude & Acknowledgments

Your Directors place on record their earnest appreciation for the unstinted commitment, dedication, hard work and significant contribution made by employees across the globe in ensuring sustained growth of the Company.

Your Directors also sincerely thanks all the stakeholders, business partners, government, other statutory bodies, banks, financial institutions, analysts and shareholders for their continued assistance, co-operation and support.

By order of the Board of Directors

Chirag A. Parekh

(DIN: 00298807)

Ahmedabad, August 8, 2016 Chairman & Managing Director

Registered Office:

B-307, Citi Point, J.B. Nagar, Andheri Kurla Road,

Andheri (East). Mumbai - 400 059.

Tel: (91-22) 4015 7817 / 7818 / 7819 - Fax: (91-22) 2825 8052.

CIN: L26914MH1987PLC042283 - Website: www.acrysil.com / www.acrysilcorporateinfo.com

Mar 31, 2015

The Members,

The Directors have pleasure in presenting their Twenty Eighth Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended March 31, 2015.

1. Financial summary/Performance of the Company

The summary of standalone (Company) and consolidated (Company and its subsidiaries) operating results for the financial year under review along with the figures for previous year are as follows:

(Rs.in Lacs) Standalone Consolidated

31.03.2015 31.03.2014 31.03.2015 31.03.2014

1. Net Sales/Income from Operations 11640.56 10370.96 12710.40 10646.07

2. Other Income 112.11 76.62 68.73 64.76

3. Total Income (1 2) 11752.67 10447.58 12779.13 10710.83

4. Total Expenditure 9596.02 8632.31 10356.21 8790.94

5. Operating Profit before Finance Cost, Depreciation, Tax and Minority Interest (3-4) 2156.65 1815.27 2422.92 1919.89

6. Finance Cost 481.04 343.58 679.75 402.21

7. Depreciation 359.07 419.61 426.68 481.70

8. Profit before Tax and Minority Interest(5-6-7) 1316.53 1052.08 1316.49 1035.99

9. Provision for Taxation 368.70 253.98 415.51 262.01

10. Net Profit after Tax and before Minority Interest (8-9) 947.83 798.11 900.98 773.98

11. Minority Interest - - 27.88 (1.71)

12. Profit after Tax (10 11) 947.83 798.11 873.10 772.27

Notes: 1 The Previous year figures has been regrouped wherever necessary

2. Performance Review

- Standalone

Once again, sales are the highest ever. During the current financial year, your Company took various growth initiatives to improve its volumes which helped the Company in posting an impressive performance for the year. Sales turnover for the year was Rs.11640.56 Lacs against Rs.10370.96 Lacs in the previous year. The net profit for the year was Rs.947.83 Lacs compares to Rs.798.11 in the previous year.

- Consolidated

On the consolidated basis, Sales turnover of your Company for the year was Rs.12710.40 Lacs as against Rs.10646.07 Lacs in the previous year. The Consolidated Profit before Taxation and Minority was Rs.1316.49 Lacs against Rs.1035.99 Lacs in the previous year. The Consolidated Profit after Tax and Minority Interest was Rs.873.10 Lacs against Rs.772.27 Lacs in the previous year.

3. Dividend

Your company has a consistent dividend policy of balancing the dual objective of appropriately rewarding shareholders through dividends and retaining capital to maintain a healthy capital adequacy ratio to support future growth. It has a consistent track record of moderate but steady increases and expansions in dividend declarations over its history.

Considering the achievement of targets for the year and growth of the business, Directors are pleased to recommend dividend of 40% (Rs.4.00 per Equity Share of Rs.10/- each) on Equity Shares of Rs.10/- for the financial year ended March 31,2015 subject to approval of shareholders at the ensuing Annual General Meeting.

4. Material Changes, Transaction and Commitment/Change in the nature of business, if any

There is no change in the nature of the business of the Company for the year under review.

During the year under review, no significant or material order was passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

5. Management Discussion and Analysis (MDA)

MDA, for the year under review, is presented in a separate section, which forms part of the Annual Report

6. Share Capital

During the year under review, 1,50,000 equity shares of the face value of Rs.10/- each were issued and allotted on conversion of preferential warrants allotted to Promoter Group company. Consequent thereto, total paid up equity share capital of the Company as on 31st March 2015 stands at Rs.4,65,80,000 divided into 46,58,000 equity shares of Rs.10/- each.

During the year under review, the Company has neither issued shares with differential voting rights nor granted stock options or sweat equity.

7. Transfer to Reserves

The Company proposes to transfer Rs.314.35 Lacs to the General Reserves. An amount of Rs.721.65 Lacs is proposed to be retained in the Statement of Profit and Loss of standalone financials.

8. Subsidiary companies

As on 31st March, 2015, the Company has eight subsidiaries, including three subsidiaries overseas, two step down subsidiaries overseas. All the said subsidiaries of the Company remained operational during the year under review. There has been no material change in the nature of the business of the subsidiaries. Financials of subsidiaries are disclosed in the consolidated financial statements, which forms part of this Annual Report. Pursuant to sub-section (3) of section 129 of the Act and Rule 8(1) of the Companies (Accounts) Rules, 2014, the statement containing the salient feature of the financial statements of a Company's subsidiaries in Form AOC-1 is attached to the Accounts.

Pursuant to the provisions of section 136 of the Companies Act, 2013, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

Further, the Annual Accounts and related documents of the subsidiary company shall be kept open for inspection at the Registered Office of the Company. The Company will also make available copy thereof upon specific request by any Member of the Company interested in obtaining the same. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report include the financial information of its subsidiary.

The following companies have become Company's Subsidiaries, joint ventures or associate companies during the year;

9. Directors and Key Managerial Personnel

The Board of Directors of the Company is led by the Executive Chairman and comprises six other Directors as on 31st March 2015, including one Chairman and Managing Director, five Independent Directors and one Non-Executive Director (other than Independent Directors).

During the year under review, the members, in their Annual General Meeting held on 24th September, 2014, approved the appointments of Mrs. Shetal Chirag Parekh as a non-executive Non-Independent Director who is liable to retire by rotation and of Mr. Shyam H. Mariwala, Mr. Pradeep H. Gohil, Mr. Jagdish R. Naik and Mr. Ajit Sanghvi as Independent Directors who are not liable to retire by rotation.

During the year under review, Mr. Arjun S. Handa was appointed as Additional Director (Independent) on the Board with effect from February 10, 2015. We seek your confirmation for appointment of Mr. Arjun S. Handa as Independent Director for a term upto five consecutive years i.e. from September 25, 2015 to March 31, 2020, on non-rotational basis. Based on disclosures provided by him, he is not disqualified from being appointed as Directors as per section 164 of the Companies Act, 2013.

All the Independent Directors of the Company have furnished declarations that they meet the criteria of independence as prescribed under the Companies Act, 2013 and Listing Agreement with Stock Exchanges.

Mrs. Shetal Chirag Parekh, Non Executive Director, retires by rotation at the forthcoming Annual General Meeting, and being eligible offers herself for re-appointment.

At the Board Meeting held on August 12,2014, Mr. Chirag A. Parekh, Chairman and Managing Director and Mr. Damodar Sejpal, Company Secretary were designated as "Key Managerial Personnel" of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Apart from this, there were no changes in the Directors or Key Managerial Personnel during the year under review.

The brief resumes and other relevant documents of the Directors being appointed / re-appointed are given in the Explanatory Statement to the Notice convening the Annual General Meeting, for your perusal.

a. Board meetings

During the year, eight Board meetings were held, with gap between Meetings not exceeding the period prescribed under the Companies Act, 2013. Details of Board and Board committee meetings held during the year are given in the Corporate Governance Report which forms part of the Annual Report.

Board meeting dates are finalised in consultation with all directors and agenda papers backed up by comprehensive notes and detailed background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions. A detailed presentation is also made to apprise the Board of important developments in industry, segments, business operations, marketing, products etc.

b. Independent Director's familiarization Programme

As per requirements under the Listing Agreement, the Company undertook directors' familiarization programme for Independent Directors in order to familiarise them with business model, management structure, product portfolio, Industry overview, manufacturing operations, internal control system and processes, FOREX management, risk management framework, functioning of various divisions, HR Management, CSR activities etc. Details of such familiarization programme is placed on the Company's website at www.acrysilcorporateinfo.com(http://www.acrysilcorporateinfo.com/ public/upload/pdf/9390 Familiarisation Programme for Independent directors.pdf).

c. Evaluation of Board, Committees and Directors

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Board had carried out performance evaluation of its own, the Board Committees and of the Independent directors.

Independent Directors at a separate meeting evaluated performance of the Non-Independent Directors, Board as a whole and of the Chairman of the Board. The manner in which the evaluation has been carried out has been detailed in the Corporate Governance Report which forms part of the Annual Report.

d. Policy on appointment and remuneration of Directors

The Board, on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining Qualifications, Positive Attributes and Independence of a Director as also a Policy for remuneration of Directors, Key managerial Personnel and senior management. The Board has formulated Nomination and Remuneration Policy and the same is uploaded on the Company's website at www.acrysilcorporateinfo.com(http://www.acrysilcorporateinfo.com/ public/ upload/ pdf/2328 Nomination %20&%20Remuneration %20Policy.pdf)

10. Auditors

a. Statutory Auditors

Your Company's statutory auditors, M/s. Sanghavi & Co., Chartered Accountants, Bhavnagar, retire at the conclusion of ensuing Annual General Meeting. Your Company has received a letter from them to the effect that their reappointment, if made, will be in accordance with the provisions of section 139 & 141 of the Act, and are eligible for re-appointment, holding peer review certificate.

Audit Committee and the Board recommend their reappointment.

The remarks as contained in the Auditor's Report read with Notes forming part of the accounts are self-explanatory.

b. Cost Auditors

Pursuant to Section 148 of the Act, read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its Kitchen Sinks under other manufacturing activity are required to be audited by cost auditors. The Board has on the recommendation of the Audit Committee, appointed M/s. S. K. Rajani & Co., Cost Accountants to audit the cost accounts of the Company for the financial year 2015-16 on a remuneration of Rs.60,000/-, subject to ratification by members. Accordingly, a resolution seeking Member's ratification for the remuneration payable to M/s. S. K. Rajani & Co., Cost Accountants is included at Item No. 6 of the Notice convening the Annual General Meeting.

Your Company submits its Cost Audit Report with the Ministry of Corporate Affairs within the stipulated time period.

c. Secretarial Auditors

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 has appointed M/s. P.P.Shah & Company, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure VI". The Secretarial Audit Report is self explanatory in nature and do not require any further comments and explanations.

11. Internal Control System And Compliance Framework

The Company has an Internal Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations.

The Company has appointed M/s. Pramod Shah & Associates as Internal Auditors of the Company. The Audit Committee in consultation with the internal auditors formulates the scope, functioning, periodicity and methodology for conducting the internal audit. The internal auditors carry out audit, covering inter alia, monitoring and evaluating the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations and submit their periodical internal audit reports to the Audit Committee. Based on the internal audit report and review by the Audit committee, process owners undertake necessary actions in their respective areas. The internal auditors have expressed that the internal control system in the Company is robust and effective.

The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such system are adequate and operating effectively.

12. Audit committee

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

13. The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

There has been no complaint related to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, during the year.

14. Risk Management and Policy on Risk Management Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges.

Major risks identified for the Company by the management are Currency fluctuation, Compliance, Regulatory changes, Manufacturing & Supply, Litigation, Information Technology and new capital investments return. The management is however, of the view that none of the above risks may threaten the existence of the Company as robust Risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company in case any of these risks materialise.

The Board has formulated Policy on Risk Management and the same is uploaded on the Company's website at www.acrysilcorporateinfo.com(http://www.acrysilcorporateinfo.com /public/upload/pdf/1902risk-management-policy.pdf)

15. Vigil Mechanism

The Company has set up vigil mechanism viz. Whistle Blower Policy to enable the employees and Directors to report genuine concerns and irregularities, if any in the Company, noticed by them. It is posted on the intranet of the Company. The same is reviewed by the Audit Committee from time to time.

16. Related party transactions and Policy on Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Details on Related Party Transactions in Form AOC - 2 has been enclosed as Annexure III.

The Board has formulated Policy on Related Party Transactions and the same is uploaded on the Company's website at www.acrysilcorporateinfo.com(http://www.acrysilcorporateinfo.com/public /upload/pdf/5203related-party-transcation-policy.pdf).

None of the Non-Executive Directors has any pecuniary relationship or transactions with the Company other than sitting fees and commission payable to them.

17. Managerial Remuneration and Particulars of Employees

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report and statement of particulars of employees is annexed as Annexure IV.

18. Insurance

The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism, loss of profits, etc. and other risks which are considered necessary by the management. In addition to this coverage, a statutory Public Liability Insurance Policy has been taken to cover the company for providing against the Public liability arising out of Industrial accidents for employees working in plants.

19. Loans, Guarantees Or Investments

Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

20. Corporate Social Responsibility (CSR)

Pursuant to the provisions of Section 135 of the Act, read with CSR Rules, the Company has constituted CSR committee and formulated CSR policy. During the year, the Company undertook several initiatives under the CSR program. The details of CSR policy and CSR activities undertaken during the year are annexed herewith as Annexure II.

21. Deposits

Your Company has not accepted any deposits from the public falling within the purview of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014.

22. Extract of the Annual Return

The extract of the Annual Return in form MGT 9 is annexed herewith as Annexure I.

23. Directors' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors confirm:

a. that in the preparation of the annual accounts for the year ended 31st March 2015, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

b. that the directors had selected accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March 2015 and of the profit of the Company for that period;

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 accounts/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 were operating effectively;

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

24. Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo

The information relating to Conservation of energy, technology absorption, foreign exchange earnings and outgo, pursuant to Section 134 of the Act, read with the Companies (Accounts) Rules, 2014 is given as Annexure VII and forms part of this report.

25. Corporate Governance

As required by Clause 49 of the Listing Agreement, a separate Report on Corporate Governance forms part of the Annual Report. The report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013. A certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, forms part of this report

26. Human Resource

Your Company firmly believes that employees are the most valuable assets and key players of business success and sustained growth. Various employee benefits, recreational and team building programs are conducted to enhance employee skills, motivation as also to foster team spirit. Company also conducts in-house training programs to develop leadership as well as technical/ functional capabilities in order to meet future talent requirements. Industrial relations were cordial throughout the year.

27. Disclosures under Section 134(3)0) of the Companies Act, 2013

Except as disclosed elsewhere in this report, there have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

28. Gratitude & Acknowledgments

Your Directors place on record their earnest appreciation for the unstinted commitment, dedication, hard work and significant contribution made by employees across the globe in ensuring sustained growth of the Company.

Your Directors also sincerely thanks all the stakeholders, business partners, government, other statutory bodies, banks, financial institutions, analysts and shareholders for their continued assistance, co-operation and support.

For and on behalf of the Board of Directors

Mumbai Chirag A. Parekh

August 14, 2015 (DIN: 00298807)

Chairman & Managing Director

Registered Office:

704, Centre Point, J. B. Nagar, Andheri-Kurla Road,

Andheri (East), Mumbai - 400 059 (India)

Phone: (022) 66711101, 66711105 - Fax: (022) 66711109 CIN: L26914MH1987PLC042283 www.acrysilcorporateinfo.com www.acrysil.com

Mar 31, 2014

THE MEMBERS OF THE COMPANY

The Directors have pleasure in presenting the Twenty Seventh Annual Report and the Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

The summary of consolidated (Company and its subsidiaries) and standalone (Company) Financial Results of the Company for the year under review along with the figures for previous year are as follows:

(Rs. in Lacs) Particulars Standalone Consolidated

As on 31.03. 2014 As on 31.03.2013 As on 31. 03.2014 As on 31.0 3.2013

1. Net Sales/ Income from Operations 10370.96 7844.93 10646.07 7957.81

2. Other Income 76.62 80.51 64.76 55.50

3. Total Income (1 2) 10447.58 7925.44 10710.83 8013.31

4. Total Expenditure 8632.31 6564.16 8790.94 6632.69

5. Operating Profit before Finance Cost, Depreciation, Tax and Minority Interest (3-4) 1815.27 1361.28 1919.89 1380.62

6. Finance Cost 343.58 265.71 402.21 327.29

7. Depreciation 419.61 379.41 481.70 437.01

8. Profit before Tax and Minority Interest (5-6-7) 1052.08 716.16 1035.99 616.32

9. Provision for Taxation 253.98 165.70 262.01 134.78

10.Net Profit after Tax and before Minority Interest (8-9) 798.11 550.46 773.98 481.54

11. Minority Interest - - (1.71) 1.81

12. Profit After Tax (10 11) 798.11 550.46 772.27 483.36

Notes: 1. The previous year figures has been regrouped, wherever necessary.

OPERATIONS OF THE COMPANY

PERFORMANCE

- Standalone

First time in history, sales are the highest ever. During the current financial year, your Company took various growth initiatives to improve its volumes, which helped the Company in posting an impressive performance for the year. Sales turnover for the year was Rs.10370.96 Lacs against Rs.7844.93 Lacs in the previous year. The net profit for the year was Rs.798.11 Lacs compared to Rs.550.46 Lacs in the previous year.

- Consolidated

On a consolidated basis, Sales turnover of your Company for the year was Rs.10646.07 Lacs against Rs.7957.81 Lacs in the previous year. The Consolidated Profit before Taxation and Minority Interest was Rs.1035.99 Lacs against Rs.616.32 Lacs in the previous year. The Consolidated Profit after Tax and Minority Interest was Rs.772.27 Lacs against Rs.483.36 Lacs in the previous year.

DIVIDEND

Your company has a consistent dividend policy of balancing the dual objective of appropriately rewarding shareholders through dividends and retaining capital to maintain a healthy capital adequacy ratio to support future growth. It has a consistent track record of moderate but steady increases and expansions in dividend declarations over its history.

Considering the achievement of targets for the year and growth of the business, Directors are pleased to recommend dividend of 40% (Rs.4.00 per Equity Share of Rs.10/- each) on Equity Shares of Rs.10/- for the financial year ended 31st March, 2014 subject to approval of shareholders at the ensuing Annual General Meeting.

TRANSFER TO RESERVES

Your company proposed to transfer Rs.200.00 Lacs to the General Reserves. An amount of Rs.387.14 Lacs is proposed to be retained in the Statement of Profit and Loss of standalone financials.

EXPORT MARKET

The Company has continued to maintain focus on high potential markets and avail of export opportunities based on economic considerations. During the year, the Company has income from Export Sales at Rs.7632.70 Lacs compared to previous year figure i.e. Rs.6102.42 Lacs. The export revenue, as a percentage of net sales stood at 73.59% in fiscal 2013-2014.

DOMESTIC MARKET

Sales jumped from Rs.1742.51 Lacs to Rs.2738.26 Lacs, recording 57.14% growth as compared to previous year. We plan to further increase domestic sales by launching new models, catering to new projects and aggressive promotion.

REVIEW OF OPERATIONS

- Standalone:

The Company has achieved Turnover of Rs.10370.96 Lacs compared to previous year of Rs.7844.93 Lacs, recording 32.20% higher. The Operating Profit before Interest, Depreciation and Tax is Rs.1815.27 Lacs against Rs.1361.28 Lacs in the previous year. The Profit before Tax is Rs.1052.08 Lacs against Rs.716.16 Lacs in the previous year. The Net Profit after Tax for the year is Rs.798.11 Lacs compared to Rs.550.46 Lacs in previous year.

- Consolidated:

The Company has achieved Turnover of Rs.10646.07 Lacs against Rs.7957.81 Lacs in the previous year. The Operating Profit before Interest, Depreciation, Tax and Minority Interest is Rs.1919.89 Lacs against Rs.1380.62 Lacs in the previous year. The Profit before Tax and Minority Interest is Rs.1035.99 Lacs compared to Rs.616.32 Lacs in previous year. The Net Profit after Tax and minority interest for the year is Rs.772.27 Lacs compared to 483.36 Lacs in previous year.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

MDA, for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate section, which forms part of the Annual Report.

NEW PRODUCTS

Your Company has launched bathroom products (wash basins) and cooking range during the year and received tremendous response from the market.

SUBSIDIARY COMPANIES

Your Company has interests in several businesses and is having global presence with operations in various countries across the globe either directly or through its following Subsidiary Companies:

1. Acrysil Steel Limited

2. Sternhagen Bath Private Limited (formally known as Acrysil Quartz Private Limited)

3. Acrysil GmbH, Germany

4. Acrysil Appliances Limited

ACCOUNTS OF SUBSIDIARIES

In pursuant to conditions specified in General Circular No. 2/2011 dated 8th February, 2011 issued by Ministry of Corporate Affairs and other applicable provisions, if any, of the Companies Act, 1956, the Company has been exempted for attaching individual Annual Accounts of all the Indian and International subsidiaries for the year ended 31st March, 2014 have not been attached to the Annual Report. Copies of these annual accounts and related information will be made available on request. The annual accounts of the subsidiary companies will be available at the registered office of the Company and also at the venue during the Annual General Meeting.

EXPANSION/DIVERSIFICATION

Company has successfully increased its installed capacity of manufacturing Quartz Kitchen Sinks to 2,75,000 Nos. per annum.

CERTIFICATION

1) ISO 9001: 2008

Your Company is having status of ISO 9001:2008 Certification, which is internationally recognized for the production, quality control and other qualities. The scope of certificate is design, manufacture, supply, installation and commissioning of fluid couplings and flexible fluid couplings. The ISO certification will give international reorganization and will help boost export turnover.

2) ISO 14001:2004 OHSAS & BIS-18001:2007 FOR ENVIRONMENT, HEALTH AND SAFETY POLICY, BSCI (BUSINESS SOCIAL COMPLIANCE INITIATIVES) Â CODE OF CONDUCT:

Your Company has got ISO 14001:2004 OHSAS & BIS-18001:2007 for Environment, Health and Safety Policy Certification and BSCI (Business Social Compliance Initiatives) Â Code of Conduct. Your company considers the environment, health and safety performance criterion as an integral part of our business and essential for long term success.

COMPLYING STANDARDS

Your Company is also complying standards including CE Marking, CSA, IAPMO, USA Â International Association of Plumbing and Mechanical Officials and EN 13310.

DIRECTORS

The Board consists of Executive and Non-executive Directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.

Mr. Ashwin M. Parekh (DIN: 00295001), Executive Chairman of the Company has resigned w.e.f. 31st October, 2013. The Board of Director placed on record the invaluable contributions of Mr. Ashwin M. Parekh towards the progress of the Company. He was conferred designation of "Chairman Emeritus" of the Company so that his counsel and advise emanating from his vast experience would continue to be available to the Board and the Company.

Dr. Minoo D. Daver (DIN: 00024709), Director of the Company has expired on 20th January, 2014. The Board of Directors had expressed their condolence for sad demise of the Director Dr. Minoo D. Daver. The Board of Director placed on record the invaluable contributions of Dr. Minoo D. Daver towards the progress of the Company.

Mr. M. Nageswara Rao (DIN: 01009445), Director of the Company has resigned w.e.f. 29th January, 2014. The Board of Director placed on record the invaluable contributions of Mr. M. Nageswara Rao towards the progress of the Company.

Mr. Rustam N. Mulla (DIN: 00328070), Director of the Company has resigned w.e.f. 25th April, 2014. The Board of Director placed on record the invaluable contributions of Mr. Rustam N. Mulla towards the progress of the Company.

Mr. Chirag A. Parekh (DIN: 00298807), Chairman & Managing Director, retires by rotation and being eligible, offer himself for re-appointment.

The Board at its meeting held on 12th August, 2014, subject to approval of the shareholders, appointed Mr. Jagdish R. Naik (DIN 00030172), Mr. Ajit R. Sanghvi (DIN 00340809), Mr. Pradeep H. Gohil (DIN 03022804) and Mr. Shyam Mariwala (DIN 00350235), existing Independent Directors, as Independent Directors on the Board of Directors of the Company, for a period of five consecutive years from 1st April, 2014 upto 31st March, 2019, pursuant to the provisions of Sections 149, 150, 152, 178 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder ("the Act") read with Schedule IV of the Act.

Mrs. Shetal C. Parekh (DIN: 03018222) was appointed as an Additional Director of the Company w.e.f. 12th August, 2014. It is proposed to appoint her as Director of the Company, liable to retire by rotation, at the ensuing Annual General Meeting. The Board recommends her appointment.

Brief resume, area of expertise and other details of terms of appointment of these Directors forms integral part of the Notice of the Annual General Meeting.

All the Independent Non-Executive Directors of the Company have furnished declarations that they qualify the conditions of being Independent as per Section 149(6) & (7) of the Companies Act, 2013.

Pursuant to the provisions of Sections 203, 178 and other applicable provisions of the Companies Act, 2013 and Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Board at its aforesaid meeting also appointed Mr. Chirag Parekh, Chairman & Managing Director, Mr. Damodar Sejpal, Company Secretary, as Whole-time Key Managerial Personnel of the Company.

PARTICULARS REGARDING CONVERSATION OF ENERGY, ETC:

In accordance with the requirements of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, statement showing particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo are annexed hereto and form part of this Report.

AUDITOR''S AND THEIR REPORT

STATUTORY AUDITORS

M/s. Sanghavi & Co., Chartered Accountants, Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and have expressed their willingness to continue, if so appointed. As required under the provisions of Sections 139 and 141 of the Companies Act, 2013, the Company has obtained a written consent and relevant certification from the Auditors proposed to be re-appointed.

The Company has received letters from M/s. Sanghavi & Co., Chartered Accountants to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from being appointed as Statutory Auditors of the Company.

COST AUDITOR

Your Company had appointed M/s. S. K. Rajani & Co., Cost Accountants, Bhavnagar as the Cost Auditor of your Company for the financial year 2014-15 to conduct the audit of the cost records of your Company.

As per Section 148 read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 the Board of Directors of your Company has appointed M/s. S. K. Rajani & Co., Cost Accountants, Bhavnagar as the Cost Auditor of your Company for the financial year 2014-15 on the recommendations made by the Audit Committee. The remuneration proposed to be paid to the Cost Auditors, subject to the ratification by the members at the ensuing Annual General Meeting, would be Rs.50,000 (Rupees Fifty Thousands only) excluding out of pocket expenses, if any.

The Board of Directors has, on recommendation of the Audit Committee, at its meeting held on 26th May, 2014 appointed M/s. S. K. Rajani & Co., Cost Accountants, Bhavnagar as the Cost Auditor of the Company for audit of cost accounting records of its activities for manufacturing of Quartz Kitchen Sinks for the financial year 2014-15 and has also fixed the remuneration for audit of cost accounting records for the said financial year. In terms of Section 148(3) of the Companies Act, 2013 and Rule 14 of the Companies (Audit & Auditors) Rules, 2014, it is proposed by the Board to recommend the remuneration approved in its meeting, for ratification by the shareholders in the ensuing Annual General Meeting of the Company.

INSURANCE

The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism, loss of profits, etc. and other risks which are considered necessary by the management. In addition to this coverage, a statutory Public Liability Insurance Policy has been taken to cover the company for providing against the Public liability arising out of Industrial accidents for employees working in plants.

FIXED DEPOSITS

In compliance with the applicable provisions of Section 73 & 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, your Directors report that all the fixed deposits due for repayment/renewal on or before 31st March, 2014 were either paid or renewed and e-forms DPT-3 and DPT-4 filed with Registrar of Companies, Mumbai, Maharashtra.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:- 1. In the preparation of accounts, the applicable accounting standards have been followed.

2. Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at the end of 31st March, 2014 and the profit of the Company for the year ended on that date.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities;

4. The Annual Accounts of the company have been prepared on a going concern basis.

CORPORATE GOVERNACE

Your Company is committed to the principles of good Corporate Governance and the Board of Directors lays strong emphasis on transparency, accountability and integrity. Your Company has complied with all the requirements of the Code of Corporate Governance as per Clause 49 of the Listing Agreements with the Stock Exchanges and pursuant thereto, Management Discussion and Analysis, Corporate Governance Report and the Auditors'' Certificate regarding compliance of the same are annexed as a part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY [CSR]

In line with the provisions of the Companies Act, 2013 and rules made thereunder ("the Act"), a Corporate Social Responsibility (CSR) Committee has been formed by the Board of Directors in their meeting held on 13th March, 2014.

Mr. Chirag A. Parekh (DIN:00298807), Chairman and Managing Director, Mr. Pradeep H. Gohil (DIN:03022804), Director and Mr. Shyam H. Mariwala (DIN:00350235), Director, are the members of the CSR Committee. The Board of Directors at their meeting held on 13 th March, 2014 approved a CSR policy as recommended by the CSR Committee which include, inter alia, the CSR activities falling under the purview of Schedule VII of the Act.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standards AS Â 21 on Consolidated Financial Statements, your Directors provide the Audited Consolidated Financial Statements in this Annual Report.

TRANSFER OF UNPAID AND UNCLAIMED DIVIDEND TO IEPF

Pursuant to the provisions of Section 205(A) of the Companies Act, 1956, the declared dividends which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 205C of the said Act.

PERSONNEL

The Company continued to have cordial relations with its employees. Since no employee of the Company is drawing remuneration in excess of the ceilings prescribed under the Companies (Particulars of Employees) Rules, 1975 as amended, read with Section 217(2A) of the Companies Act, 1956 information for the same is not furnished.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thank the employees at all levels, who, through their dedication, co-operation, support and smart work, have enabled the Company to achieve rapid growth.

For and on behalf of the Board of Directors

Mumbai Chirag A. Parekh

12th August, 2014 Chairman and Managing Director

Registered Office:

704, Centre Point,

J.B. Nagar, Anadheri Â Kurla Road,

Andheri (East), Mumbai Â 400 059

Tel.: 022-6671 1101/05

Fax: 022- 6671 1109

CIN: L26914MH1987PLC042283

Website: www.carysil.com

Mar 31, 2013

To, THE MEMBERS OF THE COMPANY

The Directors have pleasure in presenting the Twenty Sixth Annual Report and the audited accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

The summary of consolidated (Company and its subsidiaries) and standalone (Company) Financial Results of the Company for the year under review along with the figures for previous year are as follows:

(Rs. in Lacs)

Particulars Standalone Consolidated As on As on As on As on 31.03.2013 31.03.2012 31.03.2013 31.03.2012

1. Net Sales/Income from Operations 7844.93 6215.58 7957.81 6262.26

2. Other Income 80.51 89.10 55.50 63.96

3. Total Income (1 2) 7925.44 6304.68 8013.31 6326.22

4. Total Expenditure 6564.16 5238.03 6639.91 5504.05

5. Operating Profit before Finance Cost, Depreciation, Tax and Minority Interest (3-4) 1361.28 1066.65 1373.40 822.17

6. Finance Cost 265.71 204.17 327.29 267.42

7. Depreciation 379.41 331.81 437.01 381.19

8. Profit before Tax and Minority Interest (5-6-7) 716.16 530.67 609.10 173.56

9. Provision for Taxation 165.70 136.50 134.78 23.73

10. Net Profit after Tax and before Minority Interest (8-9) 550.46 394.17 474.32 149.82

11. Minority Interest - - 9.03 13.59

12. Profit After Tax (10 11) 550.46 394.17 483.35 163.41

Note: The previous year figure has been regrouped, wherever necessary.

OPERATIONS OF THE COMPANY

PERFORMANCE

- Standalone

Once again, sales are the highest ever. During the current financial year, your Company took various growth initiatives to improve its volumes, which helped the Company in posting an impressive performance for the year. Sales turnover for the year was Rs.7844.93 Lacs against Rs.6215.58 Lacs in the previous year. The net profit for the year was Rs.550.46 Lacs compared to Rs.394.17 Lacs in the previous year.

- Consolidated

On a consolidated basis, Sales turnover of your Company for the year was Rs.7957.81 Lacs against Rs.6262.26 Lacs in the previous year. The Consolidated Profit before Taxation and Minority Interest was Rs.609.10 Lacs against Rs.173.55 Lacs in the previous year. The Consolidated Profit after Tax and Minority Interest was Rs.483.35 Lacs against Rs.163.41 Lacs in the previous year.

DIVIDEND

Your company has a consistent dividend policy of balancing the dual objective of appropriately rewarding shareholders through dividends and retaining capital to maintain a healthy capital adequacy ratio to support future growth. It has a consistent track record of moderate but steady increases and expansions in dividend declarations over its history.

Considering the achievement of targets for the year and growth of the business, Directors are pleased to recommend dividend of 33% (Rs.3.30 per Equity Share of Rs.10/- each) on Equity Shares of Rs.10/- for the financial year ending 31st March, 2013 subject to approval of shareholders at the ensuing Annual General Meeting.

TRANSFER TO RESERVES

Your company proposed to transfer Rs.342.60 Lacs to the General Reserves. An amount of Rs.25.85 Lacs is proposed to be retained in the

Statement of Profit and Loss of standalone financials.

EXPORT MARKET

The Company has continued to maintain focus on high potential markets and avail of export opportunities based on economic considerations. During the year, the Company has income from Export Sales at Rs.5994.25 Lacs compared to previous year figure i.e. Rs.4945.05 Lacs. The export revenue, as a percentage of net sales stood at 76.40% in fiscal 2012-2013.

DOMESTIC MARKET

Sales jumped from Rs.1335.47 Lacs to Rs.1899.17 Lacs, recording 42.21% growth as compared to previous year. We plan to further increase domestic sales by launching new models, catering to new projects and aggressive promotion.

REVIEW OF OPERATIONS

- Standalone

The Company has achieved Turnover of Rs.7844.93 Lacs compared to previous year of Rs.6215.58 Lacs, recording 26.21% higher. The Operating Profit before Interest, Depreciation and Tax is Rs.1361.28 Lacs against Rs.1066.65 Lacs in the previous year. The profit before tax is Rs.716.16 Lacs against Rs.530.67 Lacs in the previous year. The Net Profit After Tax for the year is Rs.550.46 Lacs compared to Rs.394.17 Lacs in previous year.

- Consolidated

The Company has achieved Turnover of Rs.7957.81 Lacs against Rs.6262.26 Lacs in the previous year. The Operating Profit before Interest, Depreciation, Tax and Minority Interest is Rs.1373.40 Lacs against Rs.822.17 Lacs in the previous year. The Profit before Tax and Minority Interest is Rs.609.10 Lacs compared to Rs.173.56 Lacs in previous year. The Net Profit After Tax and minority interest for the year is Rs.483.35 Lacs compared to Rs.163.41 Lacs in previous year.

NEW PRODUCTS

Your Company has launched series of kitchen appliances products during the year and received tremendous response from the market. The products launched are Chimneys, Cooktops, Hoods, Hobs, Ovens, Dish Washers and Wine Chillers.

SUBSIDIARY COMPANIES

Your Company has interests in several businesses and is having global presence with operations in various countries across the globe either directly or through its following Subsidiary Companies:

1. Acrysil Steel Limited

2. Acrysil Quartz Private Limited

3. Acrysil GmbH, Germany

4. Acrysil Appliances Limited (Incorporated on 4th April, 2013 and received Certificate of Commencement of Business on 19th April, 2013)

ACCOUNTS OF SUBSIDIARIES

In pursuant to conditions specified in General Circular No. 2/2011 dt. 8th February, 2011 issued by Ministry of Corporate Affairs and other applicable provisions, if any, of the Companies Act, 1956, the Company has been exempted for attaching individual Annual Accounts of all the Indian and International subsidiaries for the year ended 31st March, 2013 have not been attached to the Annual Report. Copies of these annual accounts and related information will be made available on request. The annual accounts of the subsidiary companies will be available at the registered office of the Company and also at the venue during the Annual General Meeting.

EXPANSION/DIVERSIFICATION

Company has successfully increased its installed capacity of manufacturing Quartz Kitchen Sinks to 2,75,000 Nos. per annum.

CERTIFICATION

1) ISO 9001:2008

Your Company is having status of ISO 9001:2008 Certification, which is internationally recognized for the production, quality control and other qualities. The scope of certificate is design, manufacture, supply, installation and commissioning of fluid couplings and flexible fluid couplings. The ISO certification will give international reorganization and will help boost export turnover.

2) ISO 14001:2004 OHSAS & BIS-18001:2007 FOR ENVIRONMENT, HEALTH AND SAFETY POLICY

Your Company has got ISO 14001:2004 OHSAS & BIS-18001:2007 for Environment, Health and Safety Policy Certification. Your Company considers the environment, health and safety performance criterion as an integral part of our business and essential for long term success.

COMPLYING STANDARDS

Your Company is also complying with standards including CE Marking and CSA.

DIRECTORS

The Board consists of Executive and Non-executive Directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.

Mr. Apurva Shah, Director of the Company has resigned w.e.f 31st August, 2012. The Board notes with appreciation the contribution of Shri Apurva Shah to the Company in its formative years.

Mr. Pradeep H. Gohil was appointed as Additional Director of the Company w.e.f 28th January, 2013. It is proposed to appoint him as Director of the Company, liable to retire by rotation, at the ensuing Annual General Meeting. The Board recommends his appointment.

Mr. Shyam Mariwala was appointed as Additional Director of the Company w.e.f 27th July, 2013. It is proposed to appoint him as Director of the Company, liable to retire by rotation, at the ensuing Annual General Meeting. The Board recommends his appointment.

Mr. Jagdish R. Naik and Mr. Ajit R. Sanghvi retire by rotation and being eligible, offer themselves for re-appointment.

PARTICULARS REGARDING CONVERSATION OF ENERGY, ETC

In accordance with the requirements of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the board of directors) Rules, 1988, statement showing particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo are annexed hereto and form part of this Report.

AUDITOR''S AND THEIR REPORT

STATUTORY AUDITORS

M/s.Sanghavi & Co. Statutory Auditors will retire at the conclusion of the ensuing Annual General Meeting and being eligible offers 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 the provisions of section 224(1B) of the Companies Act, 1956. The directors recommend the re-appointment of M/s. Sanghavi & Co. as Statutory Auditors for the financial year 2013-14.

Comments of the Auditors in their report and the notes forming part of the Accounts are self explanatory and need no clarification.

INSURANCE

The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism, loss of profits, etc. and other risks which are considered necessary by the management. In addition to this coverage, a statutory Public Liability Insurance Policy has been taken to cover the company for providing against the Public liability arising out of Industrial accidents for employees working in plants.

FIXED DEPOSITS

In compliance with the Companies (Acceptance of Deposits) Rules, 1975, your Directors report that all the fixed deposits due for repayment/renewal on or before 31st March, 2013 were either paid or renewed.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the Companies (amendment) Act, 2000 the Directors confirm that:- 1. In the preparation of accounts, the applicable accounting standards have been followed.

2. Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at the end of 31st March, 2013 and the profit of the Company for the year ended on that date.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities;

4. The Annual Accounts of the company have been prepared on a going concern basis.

CORPORATE GOVERNACE

Your Company is committed to the principles of good Corporate Governance and the Board of Directors lays strong emphasis on transparency, accountability and integrity. Your Company has complied with all the requirements of the Code of Corporate Governance as per Clause 49 of the Listing Agreements with the Stock Exchanges and pursuant thereto, Management Discussion and Analysis, Corporate Governance Report and the Auditors'' Certificate regarding compliance of the same are annexed as a part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standards ASÂ21 on Consolidated Financial Statements, your Directors provide the Audited Consolidated

Financial Statements in this Annual Report.

PERSONNEL

The Company continued to have cordial relations with its employees. Since no employee of the Company is drawing remuneration in excess of the ceilings prescribed under the Companies (Particulars of Employees) Rules, 1957 as amended, read with Section 217(2A) of the Companies Act, 1956 information for the same is not furnished.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thank the employees at all levels, who, through their dedication, co-operation, support and smart work, have enabled the Company to achieve rapid growth.

For and on behalf of the Board of Directors

Mumbai Ashwin M. Parekh

27th July, 2013 Executive Chairman

Registered Office:

704, Centre Point,

J. B. Nagar,

AndheriÂKurla Road,

Andheri (East),

Mumbai - 400 059 (India).

Mar 31, 2012

The Directors have pleasure in presenting the Twenty Fifth Annual Report and the Audited Statement of Accounts for the year ended 31 st March, 2012.

FINANCIAL RESULTS:

The summary of consolidated (Company and its subsidiaries) and standalone (Company) financial results for the year under review along with the figures for previous year are as follows:-

(Rs in Lacs)

Particulars Standalone Consolidated

As on As on As on As on 31.03.2012 31.03.2011 31.03.2012 31.03.2011

1. Net Sales/Income from Operations 6222.92 5540.38 6269.59 5521.20

2. Other Income 89.10 37.26 63.96 24.20

3. Total Income (1 2) 6312.02 5577.64 6333.55 5545.40

4. Total Expenditure 5238.03 4405.39 5504.05 4462.20

5. Operating Profit before Finance Cost, Depreciation, Tax and Minority Interest (3-4) 1073.99 1172.25 829.50 1083.20

6. Finance Cost 211.51 129.62 274.76 130.17

7. Depreciation 331.81 285.78 381.19 288.72

8. Profit before Tax and Minority Interest (5-6-7) 530.67 756.85 173.55 664.31

9. Provision for Taxation 136.50 151.28 23.73 151.37

10. Net Profit after Tax and before Minority Interest (8-9) 394.17 605.57 149.82 512.94

11. Minority Interest - - 13.59 1.51

12. Profit After Tax (10 11) 394.17 605.57 163.41 514.45

Note: 1. The previous year figure has been regrouped, wherever necessary.

OPERATIONS OF THE COMPANY:

PERFORMANCE:

Standalone:

During the current financial year, your Company took various growth initiatives to improve its volume, which helped the Company to post an impressive performance for the year. Sales turnover for the year was Rs 6222.92 Lacs against Rs 5540.38 Lacs in the previous year. The net profit for the year was Rs 394.17 Lacs compared to Rs 605.57 Lacs of previous year.

Consolidated:

On a consolidated basis, Sales turnover of your Company for the year was Rs 6269.59 Lacs against Rs 5521.20 Lacs in the previous year. The Consolidated Profit before Taxation and Minority Interest was Rs 173.55 Lacs against Rs 664.31 Lacs in the previous year. The Consolidated Profit after Tax and Minority Interest was Rs 163.41 Lacs against Rs 514.45 Lacs in the previous year.

DIVIDEND:

Your company has a consistent dividend policy of balancing the dual objective of appropriately regarding shareholders through dividends and retaining capital to maintain a healthy capital adequacy ratio to support future growth. It has a consistent track record of moderate but steady increases and expansions in dividend declarations over its history.

Considering the achievement of targets for the year and growth of the business, Directors are pleased to recommend dividend of 40 % on Equity Shares of Rs 10/- for the financial year ending 31st March, 2012 subject to approval of shareholders at the ensuing Annual General Meeting.

TRANSFER TO RESERVES:

Your company proposed to transfer Rs 300 Lacs to the General Reserves. An amount of Rs 57.20 Lacs is proposed to be retained in the Statement of Profit & Loss of standalone financials.

ISSUE OF BONUS SHARES:

The Board of Directors have recommended issue of Bonus Shares in the proportion of 1(one) equity share for every 2(two) equity shares held, subject to the approval of the shareholders at the forthcoming Annual General Meeting to be held on 15th September, 2012.

EXPORT MARKET:

The Company has continued to maintain focus on high potential markets and avail of export opportunities based on economic considerations. During the year, the Company has income from Export Sales at Rs 4982.75 Lacs compared to previous year figure i.e. Rs 4672.58 Lacs. The export revenue, as a percentage of net sales stood at 80.07% in fiscal 2012.

DOMESTIC MARKET:

Sales jumped from Rs 868.00 Lacs to Rs 1240.17 Lacs, recording 42.88% growth as compared to previous year. We plan to further increase domestic sales by way of launching new models, catering new projects and aggressive promotion.

REVIEW OF OPERATIONS:

Standalone

The Company has achieved Turnover of Rs 6222.92 Lacs compared to previous year of Rs 5540.38 Lacs, recording 12.32% higher. The operating profit before finance cost, depreciation and tax is Rs 1073.99 Lacs against Rs 1172.25 Lacs of the previous year. The profit before tax is Rs 530.67 Lacs against Rs 756.85 Lacs of the previous year. The Net Profit After Tax for the year is Rs 394.17 Lacs compared to Rs 605.57 Lacs of previous year.

Consolidated

The Company has achieved Turnover of Rs 6269.59 Lacs against Rs 5521.20 Lacs of the previous year. The operating profit before finance cost, depreciation, tax and minority interest is Rs 829.50 Lacs against Rs 1083.20 Lacs of the previous year. The profit before tax and minority interest is Rs 173.55 Lacs compared to Rs 664.31 Lacs of previous year. The Net Profit After Tax and minority interest for the year is Rs 163.41 Lacs compared to Rs 514.45 Lacs of previous year.

SUBSIDIARY COMPANIES:

Your Company has interests in several businesses and is having global presence with operations in various countries across the globe either directly or through its following Subsidiary Companies:

1. Acrysil Steel Limited

2. Acrysil Quartz Private Limited

3. Acrysil GmbH, Germany

EXPANSION/DIVERSIFICATION:

To cater new market and demand, Company is planning to increase its installed capacity of manufacturing Quartz Kitchen Sinks to 2,75,000 Nos. per annum.

CERTIFICATION:

1) ISO 9001:2008

Your Company is having status of ISO 9001:2008 Certification, which is internationally recognized for the production, quality control and other qualities. The scope of certificate is design, manufacture, supply, installation and commissioning of fluid couplings and flexible fluid couplings. The ISO certification will give international reorganization and will help boost export turnover.

2) ISO 14001:2004 OHSAS & BIS-18001:2007 FOR ENVIRONMENT, HEALTH AND SAFETY POLICY

Your Company has got ISO 14001:2004 OHSAS & BIS-18001:2007 for Environment, Health and Safety Policy Certification. Your Company considers the environment, health and safety performance criterion as an integral part of our business and essential for long term success.

COMPLYING STANDARDS:

Your Company is also complying standards including CE Marking and CSA.

DIRECTORS:

The Board consists of Executive and Non-executive Directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.

By reason of the provisions of Section 283(1)(g) of the Companies Act,1956, read with Article 113(1)(g) of the Articles of Association of the Company, Mr. Vrajlal C. Mehta ceased to be a director of the Company during the year. The Board notes with appreciation the contribution of Mr. Vrajlal C. Mehta to the Company in its formative years.

Mr. Rustam N. Mulla and Dr. Minoo D. Daver retire by rotation and being eligible, offer themselves for re-appointment.

PARTICULARS REGARDING CONVERSATION OF ENERGY, ETC:

In accordance with the requirements of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the board of directors)Rules, 1988, statement showing particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo are annexed hereto and form part of this Report.

AUDITOR'S AND THEIR REPORT

STATUTORY AUDITORS:

There is a qualification in the Auditors' Report regarding non-receipt of disclosures from one director of the Company, namely Mr. Vrajlal C. Mehta, as required under the provisions of Section 274(1)(g) of the Companies Act,1956. The said Director has ceased to be a director of the Company during the year.

M/S Sanghavi & Co.. Statutory Auditors will retire at the conclusion of the ensuing Annual General Meeting and being eligible offers 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 the provisions of section 224(1B) of the Companies Act, 1956. The directors recommend the re-appointment of M/s. Sanghavi & Co. as the Statutory Auditors of the Company for the financial year 2012-13.

INSURANCE:

The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism, loss of profits, etc. and other risks which considered necessary by the management. In addition to this coverage, a statutory Public Liability Insurance Policy has been taken to cover by company for providing against the Public liability arising out of Industrial accidents for employees working in plants.

FIXED DEPOSITS:

In compliance with the Companies (Acceptance of Deposits) Rules, 1975, your Directors report that all the fixed deposits due for repayment/ renewal on or before 31st March, 2012 were either paid or renewed.

DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of section 217(2AA) of the Companies (amendment) Act, 2000 the Directors confirm that:- 1. In the preparation of accounts, the applicable accounting standards have been followed.

2. Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at the end of 31st March, 2012 and the profit of the Company for the year ended on that date.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities;

4. The Annual Accounts of the company have been prepared on a going concern basis.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Accounting Standards AS-21 on Consolidated Financial Statements, your Directors provide the Audited Consolidated Financial Statements in this Annual Report.

PERSONNEL:

The Company continued to have cordial relations with its employees. Since no employee of the Company is drawing remuneration in excess of the ceilings prescribed under the Companies (Particulars of Employees) Rules, 1957 as amended, read with Section 217(2A) of the Companies Act, 1956 information for the same is not furnished.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thank the employees at all levels, who, through their dedication, co-operation, support and smart work, have enabled the Company to achieve rapid growth.

For and on behalf of the Board of Directors

Bhavnagar Ashwin M. Parekh

August 14, 2012 Executive Chairman

Registered Office: 704, Centre Point, J.B. Nagar, Andheri Ã Kurla Road, Andheri (East), Mumbai - 400 059 (India).

Mar 31, 2011

THE MEMBERS OF THE COMPANY

The Directors have pleasure in presenting the Twenty Forth Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS:

Financial Results of the Company for the year under review along with the figures for previous year are as follows:-

(Rs. in Lacs) Particulars Standalone Consolidated As on 31.03.2011 As on 31.03.2010 As on 31.03.2011

1. Net Sales/Income from Operations 5545.24 4603.20 5526.05

2. Other Income 37.26 20.35 24.20

3. Total Income (1+2) 5582.50 4623.55 5550.25

4. Total Expenditure 4410.65 3503.30 4467.45

5. Operating Profit before Interest, Depreciation,Tax and Minority Interest (3-4) 1171.85 1120.25 1082.80

6. Interest 1 24.75 90.27 125.30

7. Depreciation 285.78 265.21 288.72

8. Profit before Tax and Minority Interest (5-6-7) 761.32 764.77 668.78

9. Provision for Taxation 151.28 156.62 151.37

10. Prior period adjustment (net) (4.47) (17.19) (4.47)

11. Net Profit after Tax and before Minority Interest (8-9+10) 605.57 590.96 512.94

12. Minority Interest Ã Ã 1.51

13. Profit After Tax (11+12) 605.57 590.96 514.45

Notes: 1. This is the first year of publishing Consolidated Results of the Company; hence the figures for the corresponding previous periods are not presented.

2. The previous year figures have been regrouped, wherever necessary.

OPERATIONS OF THE COMPANY: PERFORMANCE:

Standalone:

During the financial year under review, your Company took various growth initiatives to improve Sales volumes, which resulted in an impressive performance for the year. Sales Turnover for FY11 stood at Rs. 5545.24 Lacs against Rs. 4603.20 Lacs in the previous year, while Net Profit for the year was Rs. 605.57 Lacs compared to Rs. 590.96 Lacs in the previous year.

Consolidated:

On a consolidated basis, Sales Turnover of your Company for the year was Rs. 5526.05 Lacs. The Consolidated Profit before Taxation and Minority Interest stood at Rs. 668.78 Lacs, while the Consolidated Profit after Tax and Minority Interest was Rs. 514.45 Lacs.

DIVIDEND:

Your Company has a consistent dividend policy of balancing the dual objective of appropriately rewarding shareholders through dividends and retaining capital to maintain a healthy capital adequacy ratio to support future growth. It has a consistent track record of moderate but steady increases in dividend over its history.

Considering the achievement of targets for the year and growth of the business, the Directors are pleased to recommend a dividend of 40% on Equity Shares of Rs.10 for the financial year ending 31st March, 2011 subject to approval of shareholders at the ensuing Annual General Meeting.

TRANSFER TO RESERVES:

Your company proposed to transfer Rs. 450 Lacs to the General Reserves. An amount of Rs. 331.96 Lacs is proposed to be retained in the Profit and Loss Account.

EXPORT MARKET:

The Company has continued to maintain focus on high potential markets and avail of export opportunities based on economic considerations. During the year under review, your Companys Income from Export Sales stood at Rs. 4677.44 Lacs compared to Rs. 3886.88 Lacs in the previous year. Export Revenue, as a percentage of Net Sales stood at 84.35% in fiscal 2011.

DOMESTIC MARKET:

Sales jumped from Rs.680 Lacs to Rs. 868 Lacs, recording 27.65% growth as compared to previous year. We plan to further increase domestic sales by way of launching new models, catering new projects and aggressive promotion.

REVIEW OF OPERATIONS:

Standalone:

The Company has achieved a Turnover of Rs. 5545.24 Lacs compared to Rs. 4603.20 Lacs in the previous year, recording a growth of 20.46%. The operating profit before interest, depreciation and tax stood at Rs. 1171.85 Lacs as against Rs.1120.25 Lacs in the previous year. Profit Before Tax for the year stood at Rs. 761.32 Lacs as against Rs. 764.77 Lacs in the previous year. Net Profit After Tax showed a marginal increase of 2.47% and stood at Rs. 605.57 Lacs as compared to Rs. 590.96 Lacs in the previous year.

Consolidated:

On a consolidated basis, the Company posted a Turnover of Rs. 5526.05 Lacs while the operating profit before interest, depreciation, tax and minority interest stood at Rs. 1082.80 Lacs. Profit before tax and minority interest for the year was Rs. 668.78 Lacs, and Net Profit After Tax and minority interest stood at Rs. 514.45 Lacs.

SUBSIDIARY COMPANIES:

Your Company has interests in several businesses and has a global presence with operations in various countries across the globe either directly or through its Subsidiary Companies. The following three subsidiaries were set up / acquired during the year:

1. Acrysil Steel Private Limited

2. Acrysil Quartz Private Limited

3. Acrysil GmbH, Kdln - Germany (acquired by Acrysil Limited)

ACCOUNTS OF SUBSIDIARIES:

Pursuant to the conditions specified in General Circular No. 2/2011 dated 8th February, 2011 issued by Ministry of Corporate Affairs and other applicable provisions, if any, of the Companies Act, 1956, the Company has been exempted for attaching individual Annual Accounts of all the Indian and International subsidiaries for the year ended 31st March, 2011 and accordingly they have not been attached to the Annual Report. Copies of these annual accounts and related information are available on request. The annual accounts of the subsidiary companies will be available at the Registered Office of the Company and also at the venue during the Annual General Meeting.

EXPANSION/DIVERSIFICATION:

The Company has successfully increased its installed capacity of manufacturing Quartz Kitchen Sinks from 200,000 to 220,000 nos. per annum.

CERTIFICATIONS:

1) ISO 9001:2000:

Your Company has ISO 9001:2000 certification, which is internationally recognized for the production and quality systems. The scope of certificate is design, manufacture, supply, installation and commissioning of fluid couplings and flexible fluid couplings. The ISO certification lends international recognition to the company and will help boost exports.

2) ISO 14001:2004 OHSAS & BIS-18001:2007 FOR ENVIRONMENT, HEALTH AND SAFETY POLICY:

Your Company has received ISO 14001:2004 OHSAS & BIS- 18001:2007 for Environment, Health and Safety Policy Certification. Your Company considers the environment, health and safety performance criterion as an integral part of our business and essential for long term success.

COMPLYING STANDARDS:

Your Company is also complying standards including CE Marking and CSA.

DIRECTORS:

The Board consists of Executive and Non-executive Directors including Independent Directors who have wide and varied experience in business and industry.

Mr. Nageswara Rao and Mr. Apurva R. Shah retire by rotation and being eligible, offer themselves for re-appointment.

PARTICULARS REGARDING CONVERSATION OF ENERGY, ETC:

In accordance with the requirements of Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, statement showing particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo are annexed hereto and form part of this Report.

AUDITORS AND THEIR REPORT:

Comments of the Auditors in their report and the notes forming part of the Accounts are self explanatory and need no comments.

M/s Sanghavi & Co., the Companys Auditors 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 the provisions of Section 224(1 B) of the Companies Act, 1956. The Directors recommend the re-appointment of M/s Sanghavi & Co. as the Companys Auditors.

INSURANCE:

The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism, loss of profits, etc. and other risks which considered necessary by the management. In addition to this coverage, a statutory Public Liability Insurance Policy has been taken to cover by company for providing against the public liability arising out of Industrial accidents for employees working in plants.

FIXED DEPOSITS:

In compliance with the Companies (Acceptance of Deposits) Rules, 1975, your Directors report that all the fixed deposits due for repayment/ renewal on or before 31st March, 2011 were either paid or renewed.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of section 217(2AA) of the Companies (amendment) Act, 2000 the Directors confirm that:-

1. In the preparation of accounts, the applicable accounting standards have been followed.

2. Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state

3. of affairs of the Company as at the end of 31st March, 2011 and the profit of the Company for the year ended on that date.

4. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities;

5. The Annual Accounts of the company have been prepared on a going concern basis.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Accounting Standards AS - 21 on Consolidated Financial Statements, your Directors provide the Audited Consolidated Financial Statements in this Annual Report.

TRANSFER OF UNPAID AND UNCLAIMED DIVIDEND TO IEPF:

Pursuant to the provisions of Section 205(A) of the Companies Act, 1956, the declared dividends which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 205C of the said Act.

PERSONNEL:

The Company enjoys cordial relations with its employees. Since no employee of the Company is drawing remuneration in excess of the ceilings prescribed under the Companies (Particulars of Employees) Rules, 1957 as amended, read with Section 217(2A) of the Companies Act, 1956, information for the same is not furnished.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for the co-operation and assistance received from investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thank the employees at all levels, who, through their dedication, and smart work, have enabled the Company to achieve rapid growth.

For and on behalf of the Board of Directors

Bhavnagar Ashwin M. Parekh 23rd May, 2011 Executive Chairman

Registered Office: 704, Centre Point, J.B. Nagar, Andheri - Kurla Road, Andheri (East), Mumbai - 400 059 (India).

Mar 31, 2010

The Directors have pleasure in presenting the Twenty Third Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS:

Financial Results of the Company for the year under review along with the figures for previous year are as follows:Ã

(Rs. in Lacs)

As on As on 31.03.2010 31.03.2009

1 Net Sales/Income from Operations 4576.70 5062.28

2 Other Income 20.35 21.98

3 Total Income (1+2) 4597.05 5084.26

4 Total Expenditure 3503.30 3782.31

5 Operating Profit before Borrowing Cost,

Depreciation and Tax (3-4) 1093.75 1301.95

6 Borrowing Cost 63.77 205.18

7 Depreciation 265.21 210.01

8 Profit before Tax (5-6-7) 764.77 886.76

9 Provision for Taxation 156.62 160.44

10 Prior period adjustment(net) (17.19) 12.00

11 Net Profit after Tax (8-9+10) 590.96 738.32

OPERATIONS OF THE COMPANY:

PERFORMANCE:

As you all aware that the global recession affected the world economy. The financial year witness the global meltdown and financial ups and down. In spite of this, the Companys sales turnover and profit just fell marginally. Sales turnover for the year was Rs. 4576.70 lacs against Rs. 5062.28 lacs in the previous year. The net profit for the year was Rs.590.96 compared to Rs. 738.32 lacs of previous year. The Companys profit fell mainly because of a depreciated foreign currency affecting the export revenues/margins.

DIVIDEND :

Your Directors recommend a dividend of 40 % on Equity Shares of Rs. 10/- for the year ended March 31, 2010 subject to the approval of shareholders at the ensuing Annual General Meeting.

EXPORT MARKET :

Company had put significant efforts to promote sales in emerging countries. Hence, inspite of global meltdown, export sales marginally fell from Rs.4569.95 lacs to Rs. 3860.37 lacs.

Companys focus continues on emerging and high potential markets.

DOMESTIC MARKET:

Sales jumped from Rs. 470 lacs to Rs. 680 lacs, recording 44.68 % growth as compared to previous year. We plan to further increase domestic sales by way of launching new models, catering new projects and aggressive promotion.

REVIEW OF OPERATIONS:

The Company has achieved Turnover of Rs. 4576.70 lacs compared to previous year of Rs. 5062.28 lacs, recording 10% lower. The operating profit before borrowing cost, depreciation and tax is Rs. 1093.75 lacs against Rs. 1301.95 lacs of the previous year. The profit before tax is Rs. 764.77 lacs against Rs. 886.76 lacs of the previous year. The Net Profit After Tax for the year is Rs.590.96 lacs compared to Rs 738.32 lacs of previous year which is 20 % lower compared to previous year.

EXPANSION / DIVERSIFICATION :

Company has successfully increased its installed capacity of manufacturing Quartz Kitchen Sinks from 1,80,000 to 2,00,000 Nos. per annum.

Company plans to float a subsidiary to manufacture Stainless Steel Kitchen Sinks and other allied products.

EQUITY SHARE CAPITAL:

During the year ended 31st March, 2010, the Company received notices from warrants holders for exercising the conversion option in respect of 1,41,000 warrants at a price of Rs. 36.50 out of 4,00,000 warrants, whereupon the Company allotted 1,41,000 equity shares of Rs. 10/- each to the warrant holders. Consequent upon the allotment of these shares, the paid-up Share Capital of the Company stands increased to Rs. 2,97,20,000. The warrants / shares issued / to be issued are lock-in for three years from the date of allotment of warrants.

CERTIFICATION :

1) ISO 9001: 2000:

Your Company is having status of ISO 9001:2000 Certification, which is internationally recognized for the production, quality control and other qualities. The scope of certificate is design, manufacture, supply, installation and commissioning of fluid couplings and flexible fluid couplings. The ISO certification will give international reorganization and will help boost export turnover.

2) ISO 14001:2004 OHSAS & BIS-18001:2007 FOR ENVIRONMENT, HEALTH AND SAFETY POLICY:

Your Company has got ISO 14001:2004 OHSAS & BIS-18001:2007 for Environment, Health and Safety Policy Certification. Your Company considers the environment, health and safety performance criterion as an integral part of our business and essential for long term success.

COMPLYING STANDARDS:

Your Company is also complying standards including CE Marking and CSA.

DIRECTORS:

The Board consists of Executive and Non-executive Directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.

Mr. A. R. Sanghavi and Mr. J.R. Naik retire by rotation and being eligible, offer themselves for re-appointment.

PARTICULARS REGARDING CONVERSATION OF ENERGY, ETC :

In accordance with the requirements of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the board of directors)Rules, 1988, statement showing particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo are annexed hereto and form part of this Report.

AUDITORS AND THEIR REPORT :

Comments of the Auditors in their report and the notes forming part of the Accounts are self explanatory and need no comments.

M/S Sanghavi & Co. the Companys Auditors will retire at the conclusion of the ensuing Annual General Meeting and being eligible offers 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 the provisions of section 224(1 B) of the Companies Act, 1956. The directors recommend the re-appointment of M/S Sanghavi & Co. as the Companys Auditors.

INSURANCE :

The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism, loss of profits, etc. and other risks which considered necessary by the management. In addition to this coverage, a statutory Public Liability Insurance Policy has been taken to cover by company for providing against the Public liability arising out of Industrial accidents for employees working in plants.

FIXED DEPOSITS :

In compliance with the Companies (Acceptance of Deposits) Rules, 1975, your Directors report that all the fixed deposits due for repayment/renewal on or before 31st March, 2010 were either paid or renewed.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of section 217(2AA) of the Companies (amendment) Act, 2000 the Directors confirm that:-

1. In the preparation of accounts, the applicable accounting standards have been followed.

2. Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state.

3. of affairs of the Company as at the end of 31 st March, 2010 and the profit of the Company for the year ended on that date.

4. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities;

5. The Annual Accounts of the company have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

It is not mandatory for our Company to adopt Corporate Governance, though your Company is among the few who has voluntarily adopted Corporate Governance Compliances from the year 2008-2009.Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the requirements set out by the Securities and Exchange Board of Indias Corporate Governance practices and have implemented all the stipulations prescribed. Over and above the statutory requirements, your Company has implemented several best corporate governance practices as prevalent globally.

TRANSFER OF UNPAID AND UNCLAIMED DIVIDEND TO IEPF :

Pursuant to the provisions of Section 205(A) of the Companies Act,, 1956, the declared dividends which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 205C of the said Act.

PERSONNEL:

The Company continued to have cordial relations with its employees. Since no employee of the Company is drawing remuneration in excess of the ceilings prescribed under the Companies (Particulars of Employees) Rules, 1957 as amended, read with Section 217(2A) of the Companies Act, 1956 information for the same is not furnished.

ACKNOWLEDGEMENTS :

Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thank the employees at all levels, who, through their dedication, co-operation, support and smart work, have enabled the Company to achieve rapid growth.

For and on behalf of the Board of Directors,

Ashwin M. Parekh Executive Chairman

Bhavnagar: 24th May, 2010

Registered Office:

704, Centre Point,

J.B. Nagar, Andheri - Kurla Road,

Andheri (East),

Mumbai - 400 059 (India).

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