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Directors Report of BASF India Ltd.

Mar 31, 2016

The Directors have pleasure in presenting their Report for the financial year ended 31st March, 2016.

Financial Results

(Rs. in million)

Description Year ended Year ended 31.3.2016 31.3.2015

Revenue from operations (Net of excise) 47,517.3 47,057.6

Loss before tax and exceptional items (1,676.6) (950.5)

Exceptional items 1,721.1 291.9

Profit / (loss) before tax after exceptional 44.5 (658.6) items

Tax - 10.4

Profit / (loss) after tax 44.5 (669.0)

Balance brought forward 122.6 1,000.0

Available for appropriation 167.1 331.0

This has been appropriated as follows:

Proposed Dividend 43.3 173.1

Corporate Tax on Dividend 8.8 35.3

Balance carried forward 115.0 122.6

Performance

Revenue from operations (net of excise) at Rs. 47,517.3 million, represents a marginal increase of 1% over the previous year. Despite the challenging year, your Company reported a profit after tax (after exceptional items) of Rs. 44.5 million for the year ended 31st March, 2016 as compared to a loss after tax (after exceptional items) of Rs. 669 million in the previous year.

The performance of the Agricultural Solutions business of your Company was affected on account of advent of the second El Nino which resulted in a drought across significant parts of the country.

The Performance Products segment which includes the performance chemicals, dispersion & pigments, care chemicals, nutrition & health products and paper chemicals businesses recorded good growth in sales during the year under review.

The Chemicals segment of your Company comprising of the intermediates, petrochemicals & monomers businesses registered substantial increase in sales during the year mainly due to sales of monomer products manufactured at Dahej site.

The Functional Material & Solutions segment of your Company which comprises of the coatings, construction chemicals, performance materials and process catalysts technologies businesses registered growth in sales in volume terms during the year as compared to the previous year.

Exports sales (including sales to Nepal & Bhutan) stood at Rs. 5,595 million during the year under report.

Restructuring of businesses

Divestment of the textile chemicals business to Archroma

In July, 2015, your Company sold its textile chemicals business to Archroma India Private Limited pursuant to the global divestment of the said business by BASF SE, after receipt of the requisite approvals. Effective 1st July, 2015, your Company has entered into a long-term supply agreement with Archroma India Private Limited to manufacture & supply textile chemicals products in India.

Setting up of a new Global Business unit for all pigments businesses

In July, 2015, BASF SE, Germany announced the setting up of the new global business unit combining all its pigments activities effective January, 2016. The new unit would fully concentrate on the pigments business and help to further strengthen the support to its customers worldwide. The Pigments business of the Company belongs to the operating division Dispersions & Pigments, which forms part of the Performance Products segment. The Pigments business serves a variety of industries including paints & coatings, printing & packaging and plastics.

Sale of Industrial Coatings business to AkzoNobel

Globally, BASF and AkzoNobel reached a general agreement for sale of its industrial coatings business, subject to receipt of the requisite approvals. In India, your Company''s industrial coatings business forms part of the Functional Materials & Solutions segment and mainly caters to coatings for the wind energy segment. With the divestiture of this business by end of 2016, your Company will continue to emphasize on core automotive OEM, automotive refinish coatings and decorative paints businesses.

Restructuring of Plant Biotechnology Research

BASF SE, Germany has decided to refocus its global plant biotechnology research portfolio and restructure the global operations of its Plant Science subsidiary. In India, the Company has been engaged in a project to develop yield enhancing traits in rice on behalf of BASF Plant Science Company, GmbH, Germany. Consequent upon the global restructuring, the yield enhancement project in rice will be discontinued and the field testing sites in India will be closed by end of the year 2016, subject to receipt of requisite approvals.

Divestment of Polyolefin Catalysts Business to W. R. Grace & Co.

Globally, BASF SE, Germany announced the sale of its Polyolefin Catalysts business, to W.R. Grace & Co., subject to receipt of regulatory approvals. The Polyolefin Catalysts is part of the Process Catalysts business, which forms part of the Functional Materials & Solutions segment of the Company and caters to the petroleum refining, petrochemicals and downstream base and fine chemicals industries. With the divestment of this business by the second quarter of 2016, your Company will re-focus on key growth areas including its Chemical & Refinery Catalysts businesses.

Inauguration of the new Agricultural Research Station in Pune

In May, 2015, your Company inaugurated the new Agricultural Research Station in Pune. This new research & development center will focus on undertaking global research in the area of crop protection.

Alteration of Memorandum & Articles of Association of the Company

During the year, your Company adopted new Articles of Association, which are in conformity with the provisions of the Companies Act, 2013 and the Rules framed thereunder.

The Company also modified the existing objects in the Memorandum of Association of the Company to align the same with the present business scenario and included new objects in line with your Company''s long-term business strategy.

Change of Registered Office of the Company

The Registered Office of your Company is shifted from 3rd Floor, VIBGYOR Towers, Plot No. C-62, ''G''-Block, Bandra Kurla Complex, Mumbai-400 098 to Plot No. 37, Chandivali Farm Road, Chandivali, Andheri (East), Mumbai-400 072, with effect from 1st April, 2016.

Corporate Social Responsibility

As required under the provisions of the Companies Act, 2013, the Board of Directors of the Company constituted a Corporate Social Responsibility (CSR) Committee on 30th April, 2013.

Mr. R. R. Nair and Mr. Arun Bewoor, Independent Directors along with Mr. N. J. Baliga are members of the CSR Committee.

Mr. Pradeep Chandan, Director – Legal, General Counsel & Company Secretary is the Secretary of the CSR Committee.

The CSR Committee has formulated the CSR Policy and has recommended the activities to be undertaken by the Company as specified under the revised Schedule VII of the Companies Act, 2013.

On account of the challenging year, which impacted the overall performance of the Company, the Board of Directors of the Company approved an amount of Rs. 6.5 million towards CSR activities under the provisions of the Companies Act, 2013 and the Rules framed thereunder.

Your Company continued its efforts to drive sustainability and focused on activities of water, health, education, environment and resource efficiency.

Based on the above, your Company undertook CSR projects mainly in the area of community drinking water supply, waste management, sanitation facilities, education and hygiene and has spent an amount of Rs. 6.2 million as direct expenditure for projects or programs and Rs. 0.4 million on overheads aggregating to Rs. 6.6 million in the financial year 2015-2016, details of which are provided in the prescribed format forming part of this Report in Annexure I.

Dividend

In view of the difficult year which impacted the overall performance of the Company, your Directors have recommended a dividend of Re. 1/- per equity share of Rs. 10/- each (i.e 10%) for the financial year ended 31st March, 2016, subject to the approval of the Members at the forthcoming 72nd Annual General Meeting of the Company to be held on 11th August, 2016. The dividend will absorb Rs. 43.3 million. The dividend distribution tax to be borne by the Company would amount to Rs. 8.8 million.

Finance & Accounts

Your Company continued to optimise borrowings during the year by focusing on cash flows and working capital management. By availing of alternate funding options such as Commercial Papers, efficiency in borrowing costs was ensured.

Your Company follows a prudent financing policy and aims to maintain optimum financial gearing at all times. Your Company''s debt equity ratio was 1.16 as at 31st March, 2016.

Capital Expenditure

Capital expenditure incurred during the year aggregated to Rs. 1,655.8 million.

Credit Rating

Your Company''s credit rating is "AAA/ Negative/ A1 " as awarded by CRISIL on its long term & short term programs respectively.

Fixed Deposits

During the year, your Company has not invited, accepted or renewed any fixed deposits from the public as at 31st March, 2016 and accordingly, there is no principal or interest outstanding in respect thereof.

Management Discussion and Analysis Report

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is appended to this Report.

Corporate Governance

Your Company is committed to maintaining the highest standards of Corporate Governance and has complied with the Corporate Governance requirements as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

A separate report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 along with a Certificate of Compliance from the Statutory Auditors, forms part of this report.

Vigil Mechanism

The Company has established a vigil mechanism for Directors, employees and third parties to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Report. This policy is available on the Company''s website and can be accessed at: http://on.basf.com/28LPlls

Directors'' Responsibility Statement

Your Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

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

(iii) they 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; and

(iv) they have prepared the annual accounts on a going concern basis; and

(v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with sub-rule 3 of Rule 8 of the Companies (Accounts) Rules 2014, forms part of this Report as Annexure II.

Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Dr. Rainer Diercks retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details of the Director seeking re-appointment at the ensuing Annual General Meeting is provided on page no 44 in the Corporate Governance Report, forming part of this Annual Report.

Performance Evaluation of the Board

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has devised a policy containing criteria for evaluating the performance of the Executive, Non-Executive and Independent Directors, Board and its Committees based on the recommendation of the Nomination & Remuneration Committee. Feedback was sought by way of a structured questionnaire covering various aspects of the Board''s functioning, such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. The manner in which the evaluation has been carried out has been explained on page no. 41 in the Corporate Governance Report, forming part of this Annual Report.

Policy on Directors'' appointment and remuneration

The policy on Directors'' appointment and remuneration including the criteria for determining the qualifications, positive attributes, independence of a Director and other matters provided under Section 178(3) of the Companies Act, 2013, forms part of the Nomination & Remuneration Committee policy of the Company. This policy is available on the Company''s website and can be accessed at: http://on.basf.com/28MYFX6

Auditors

M/s. B S R & Co. LLP, Chartered Accountants (Registration No. 101248W/W-100022), Mumbai, hold office until the conclusion of the Annual General Meeting to be held for the financial year 2016-17, subject to ratification of their appointment by the members at every Annual General Meeting. They have confirmed to the Company that their appointment, if ratified by the members at the ensuing 72nd Annual General Meeting, would be within the limits prescribed under Section 141 of the Companies Act, 2013 and that they are not disqualified from appointment within the meaning of the said Act.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. Hemant S. Shetye of M/s. H. S. Associates, Practising Company Secretaries, Mumbai, having CP No. 1483, to conduct the Secretarial Audit of the Company for the financial year 2015-16 and to furnish the report to the Board. The Secretarial Audit Report dated 3rd May, 2016 forms part of this Report as Annexure III.

Auditors'' Report & Secretarial Audit Report

There are no qualifications/reservations/emphasis of matter placed by the Statutory Auditors and the Secretarial Auditors in their respective reports for the financial year ended 31st March, 2016.

Cost Audit

The Board of Directors, in pursuance to the Orders issued by the Central Government under Section 148 of the Companies Act, 2013, have appointed M/s. R. Nanabhoy & Co., Cost Accountants, Mumbai, having Registration No. 000010, for conducting the audit of the cost accounting records maintained by the Company for the financial year 2016-17. The Cost Auditors have certified that their appointment is within the limits of Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from appointment within the meaning of the said Act.

Composition of the Audit Committee

As required under Section 177(8) read with Section 134(3) of the Companies Act, 2013 and the Rules framed thereunder, the composition of the Audit Committee is in line with the provisions of the Companies Act, 2013, details of which are provided on page nos. 38 and 39 in the Corporate Governance Report, forming part of this Annual Report.

Related Party Transactions

All related party transactions that were entered into by the Company during the financial year were on arms'' length basis. There are no materially significant related party transactions entered into by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large.

All related party transactions are placed before the Audit Committee for its approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. Such transactions are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The policy on Related Party Transactions, as approved by the Board, is available on the Company''s website and can be accessed at: http://on.basf.com/28LPrte

The Company does not have contracts or arrangements with its related parties under Section 188(1) of the Companies Act, 2013, which are not on arms'' length basis and hence the details are not disclosed in Form AOC-2 as prescribed under the Companies Act, 2013 and the rules framed thereunder.

The Company has entered into material transactions with related parties viz., BASF SE, BASF South East Asia Pte Ltd & BASF Belgium Co-ordination Centre, on arms'' length basis under Regulation 23 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and the same are within the maximum limits approved by the shareholders at the last Annual General Meeting of the Company. Your Directors draw the attention of the members to Note No. 25(17) of the financial statement which sets out related party disclosures under Accounting Standard 18.

Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013

The Company has not provided any loan to any person or body corporate or given any guarantee or provided security in connection with such loan or made any investment in the securities of any body corporate pursuant to Section 186 of the Companies Act, 2013. The Company has given advance against salary to some employees in terms of the applicable policies of the Company.

Particulars of Employees

The particulars of employees required to be furnished pursuant to Section 197(12) of the Companies Act, 2013 read with sub-rules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report. However, as per the provisions of Section 136 of the Companies Act, 2013, read with sub-rules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Annual Report excluding the statement of particulars of employees, is being sent to all members of the Company. Any member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

Prevention of Sexual Harassment at Workplace

Your Company gives prime importance to the dignity and respect of its employees irrespective of their gender or hierarchy and expects responsible conduct and behaviour on the part of all the employees at all levels. Providing for a safe and congenial work environment to all employees is an integral part of the Company''s Code of Conduct.

The Company has an anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Your Company has also constituted an Internal Complaints Committee (ICC) and the names of the Committee members are displayed on the notice board in each office. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. Allegations of sexual harassment reported are expeditiously and discreetly investigated and disciplinary action, if required, is taken in accordance with the policy.

The following is a summary of sexual harassment complaints received and disposed of during the year 2015-16:

(a) Number of complaints of sexual harassment received during the year – NIL

(b) Number of complaints disposed of during the year – NIL

(c) Number of cases pending for more than 90 days – NIL

Training programs on the policy are also conducted at regular intervals. During the year under report, your Company conducted 3 workshops/awareness programmes on the Policy for the employees.

Risk Management

The Company has in place a mechanism to inform the Board about the risk assessment and minimization procedures and periodical review to ensure that risk is controlled by means of a properly defined framework. In the Board''s view, there are no material risks, which may threaten the existence of the Company.

Internal Financial Control Systems and their Adequacy

Your Company has policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. For more details, please refer to the Management Discussion and Analysis Report forming part of this Annual Report.

Significant and material orders passed by the Regulators or Courts

The relevant pending litigations with regulators or courts have been disclosed as Contingent Liabilities in note no. 25(10) of the notes to the financial statements for the year ended 31st March, 2016. Besides this, there are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

Material changes and commitments affecting the financial position of the Company

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

Board Meetings

Seven Board Meetings were held during the financial year 2015-16 on the following dates:-

(1) 6th April, 2015 (2) 7th May, 2015

(3) 28th July, 2015 (4) 20th August, 2015

(5) 20th October, 2015 (6) 19th January, 2016

(7) 30th March, 2016

Declaration of Independence

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

Extract of Annual Return

The details forming part of the extract of Annual Return in Form MGT-9 forms part of this Report as Annexure IV.

Personnel and Welfare

Your Directors place on record their sincere appreciation to the employees at all levels for their hard work, dedication and commitment.

Industrial Relations at all our factories remained cordial.

Acknowledgments

The Board of Directors take this opportunity to thank BASF SE, Germany, customers, suppliers, bankers, business partners/associates, Central and State Governments, regulatory authorities and the society at large for their consistent support and co-operation to the Company. Your Directors thank the members and investors for their confidence in the Company. On behalf of the Board of Directors

RAMAN RAMACHANDRAN, Ph.D.

Chairman & Managing Director

(DIN: 00200297)

Mumbai Dated : 3rd May, 2016


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Report for the financial year ended 31st March, 2015.

Financial Results

(Rs. in Million) Description Year ended Year ended 31.3.2015 31.3.2014

Sales (Net of excise) 47057.6 44299.0

Profit before tax (658.6) 1943.7

Tax 10.4 664.9

Profit after tax (669.0) 1278.8

Balance brought forward 1000.0 810.0

Available for appropriation 331.0 2088.7

This has been appropriated as follows:

Proposed Dividend 173.1 173.1

Corporate Tax on Dividend 35.3 29.4

General Reserve — 886.2

Balance carried forward 122.6 1000.0

Performance

Sales net of excise at Rs. 47,057.6 million, represents an increase of 6.2% over the previous year.

The new chemical production site at Dahej, Gujarat involving an investment of Rs. 1,000 crores commenced commercial production during the year. Due to additional interest, depreciation, pre-marketing expenses and start-up related costs on account of Dahej site, your Company reported a loss for the financial year ended 31st March, 2015. Consequently, profitability of certain business units connected with Dahej viz., Performance Materials, Dispersion & Pigments, Care Chemicals and Monomers businesses, was also impacted. Delayed and irregular monsoon adversely affected the performance of the Agricultural Solutions business of the Company during the year.

The Performance Products segment includes performance chemicals, dispersions & pigments, care chemicals, nutrition & health products and paper chemicals.

The Chemicals segment of your Company comprising of intermediates, petrochemicals & monomers businesses registered a significant increase in sales during the year under review.

Sales of the Functional Materials & Solutions segment of your Company, which comprises of coatings, construction chemicals, performance materials and process catalyst technologies businesses, registered good growth as compared to the previous year.

Exports sales stood at Rs. 3,659.4 million during the year under report.

"We create chemistry" in BASF Logo

During the year, BASF introduced a new tagline "We create chemistry" in its logo. This change highlights how BASF collaborates and innovates with customers and partners to contribute to a sustainable future. It also depicts BASF's increased focus on offering its customers functionalized products and solutions based on chemistry. The new tagline refers not only to science but also to the chemistry between people, which is at the core of BASF and its brand.

150th Anniversary Celebration

BASF SE turned 150 in 2015. Your Company celebrated BASF SE's 150th Anniversary with its partners. A global co-creation program was prepared on the topics of energy, food and urban living. As part of the global co-creation program, called CREATOR SPACE™, customers, scientists, BASF experts & members of the public were invited to exchange thoughts and share ideas in accordance with its "We create chemistry" strategy.

Inauguration of the new chemical production site at Dahej, Gujarat

Your Company inaugurated its new chemical production site at Dahej in Gujarat on 7th October, 2014. The site was jointly inaugurated by Smt. Anandiben Patel, Hon'ble Chief Minister of Gujarat and Mr. Michael Heinz, Member of the Board of Executive Directors, BASF SE.

With a project cost of Rs. 1,000 crores, this site represents BASF's single largest investment in India. The site includes an integrated hub for polyurethane manufacturing and production facilities for care chemicals and polymer dispersions.

The site currently employs around 200 people directly and 300 people indirectly. Equipped with state-of-the-art environment, health and safety facilities, the site recorded zero lost-time injuries during construction.

Transfer of Textile Chemicals business to Archroma

In October, 2014, BASF and Archroma announced the sale of BASF's Textile Chemicals business globally to Archroma, a supplier of specialty chemicals to the textile, paper and emulsions industries. Consequently, your Company's Textile Chemicals business will be transferred to Archroma India Pvt. Ltd., subject to receipt of the requisite approvals. Presently, the Textile Chemicals business is part of your Company's Performance Products segment. This step is in line with BASF's strategy of actively managing its portfolio and it will further sharpen the focus of the Performance Products segment on growth-driven customer industries.

Transfer of Automotive Refinish Coatings business to Wurth India Private Limited ("Wurth")

Your Company transferred the import, distribution and technical service of GLASURIT®, a BASF automotive refinish paint brand to Wurth with effect from 1st February, 2015. This will ensure that the high-quality service to our customers remains uninterrupted.

Change of Registered Office of the Company

The Registered Office of your Company was shifted from 1st Floor, VIBGYOR Towers, Plot No. C-62, 'G'-Block, Bandra Kurla Complex, Mumbai-400 051 to the 3rd floor of the same building with effect from 1st March, 2015.

Corporate Social Responsibility

As required under the provisions of the new Companies Act, 2013, the Board of Directors of the Company constituted a Corporate Social Responsibility (CSR) Committee on 30th April, 2013.

Mr. R. R. Nair and Mr. Arun Bewoor, Independent Directors along with Mr. N. J. Baliga are members of the CSR Committee.

Mr. Pradeep Chandan, Director - Legal, General Counsel & Company Secretary is the Secretary to the CSR Committee.

The CSR Committee has formulated the CSR Policy and has recommended the activities to be undertaken by the Company as specified under the revised Schedule VII of the Companies Act, 2013.

The Company has made Sustainability as the mainstay of its existence and undertakes to focus on issues which are relevant for the betterment of the communities in which it operates while also contributing to the country's progress at large. This year your Company's focus has been to develop the internal capacity of the CSR team and set up the appropriate framework for selection of suitable & sustainable CSR projects, which will meet the local needs of the communities as well as global sustainability criteria of BASF.

This framework involves:

- Defining proper internal governance structures

- Implementing country-level and district-level materiality investigation

- Selecting and assessing potential partners based on standardized criteria covering the three dimensions of sustainability

- Ideation and concept generation

- Objective project design and pre-testing

Based on the above framework, your Company undertook CSR projects mainly in the area of community drinking water supply, waste management, sanitation facilities and education and has spent an amount of Rs. 12.6 million in the financial year 2014-2015, details of which are provided in the prescribed format forming part of this Report in Annexure I. Your Company will further take up additional projects in the coming years in line with the CSR policy.

Dividend

During the year, your Company's performance was impacted mainly due to the additional expenses and start up related costs incurred in relation to commissioning of certain plants at Dahej. Despite this impact, your Directors recommend a dividend of Rs. 4/- per equity share of Rs. 10/- each (i.e. 40%) for the financial year ended 31st March, 2015 and the same will be paid out of the accumulated surplus of the Company in accordance with the Companies (Declaration and Payment of Dividend) Rules, 2014, subject to the approval of the members at the forthcoming 71st Annual General Meeting of the Company to be held on 20th August, 2015. The dividend will absorb Rs. 173.1 million. The dividend distribution tax to be borne by the Company would amount to Rs. 35.3 million.

Finance & Accounts

Your Company continued to optimize bank borrowings during the year by focusing on cash flows and working capital management. By availing of alternate funding options like issuance of Commercial Papers, your Company ensured efficiency in its borrowing costs.

Your Company follows a prudent financing policy and aims to maintain optimum financial gearing at all times. Your Company's total debt to equity ratio was 1.38 as at 31st March, 2015.

Capital Expenditure

Capital Expenditure incurred during the year aggregated to Rs. 2,560.9 million.

Credit Rating

Your Company continued to maintain the highest rating of 'AAA/Stable/A1 ' awarded by CRISIL on its long term & short term debt programs.

Fixed Deposits

Your Company has not invited, accepted or renewed any fixed deposits from the public as at 31st March, 2015 and accordingly there is no principal or interest outstanding in respect thereof.

Management Discussion & Analysis Report

In terms of Clause 49 of the Listing Agreements with the Stock Exchanges, the Management Discussion & Analysis Report is appended to this Report.

Corporate Governance

Your Company is committed to maintaining the highest standards of Corporate Governance. Your Company has complied with the Corporate Governance requirements as per Clause 49 of the Listing Agreements with the Stock Exchanges.

A separate report on Corporate Governance as stipulated under Clause 49 of the Listing Agreements along with a Certificate of Compliance from the Statutory Auditors, forms part of this report.

Vigil Mechanism

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Report. The policy can be accessed on the Company's website at: http://www.india.basf.com/apex/India/en/function/conversions:/publish/content/ investorRelations/Whistleblower Policy.pdf

Directors' Responsibility Statement

Your Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2015 and of the loss of the Company for that period;

(iii) t hey 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 & detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) t hey have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with sub-rule 3 of Rule 8 of the Companies (Accounts) Rules 2014, forms part of this Report as Annexure II.

Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Gops Pillay retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

During the year, Mr. Thilo Bischoff resigned as Whole-time Director and as Alternate Director to Mr. Gops Pillay with effect from 30th April, 2014. Your Directors placed on record their sincere appreciation of the invaluable contribution made by Mr. Thilo Bischoff in the growth and performance of the Company.

Dr. G. Ramaseshan superannuated from the services of the Company and consequently, resigned as Whole-time Director of the Company and as Alternate Director to Dr. Rainer Diercks with effect from 31st July, 2014.

Your Directors placed on record their sincere appreciation of the invaluable contribution made by Dr. G. Ramaseshan in the growth and performance of the Company during his long years of association with the Company.

Mr. Rajesh Naik was appointed as Whole-time Director of the Company and as Alternate Director to Dr. Rainer Diercks with effect from 1st August, 2014.

Mr. Andrew Postlethwaite resigned from the Board of your Company with effect from 31st December, 2014. Your Directors placed on record their sincere appreciation of the invaluable contribution made by Mr. Andrew Postlethwaite in the growth and performance of the Company.

Dr. Andrea Frenzel was appointed as Director of your Company in the casual vacancy caused by the resignation of Mr. Andrew Postlethwaite in terms of Article 108 of the Articles of Association and Section 161 of the Companies Act, 2013 with effect from 1st January, 2015.

The tenure of Mr. S. Regunathan as Whole-time Director of the Company was extended for a period of 6 months' from 1st June, 2014 to 31st December, 2014 which was approved by the Board and members of the Company. On 31st December, 2014, Mr. S. Regunathan resigned as Whole-time Director of the Company and as Alternate Director to Mr. Andrew Postlethwaite.

Your Directors placed on record the association of Mr. S. Regunathan with the Company since 1982 and their sincere appreciation of the valuable contribution made by Mr. S. Regunathan in the growth and performance of the Company.

Mr. N. J. Baliga was appointed as Whole-time Director and Chief Financial Officer of your Company and also as an Alternate Director to Dr. Andrea Frenzel with effect from 1st January, 2015. The appointment of Mr. N. J. Baliga as Whole-time Director of the Company shall be subject to the approval of the shareholders of the Company and the Central Government.

As required under Clause 49 of the Listing Agreements with the Stock Exchanges, the details of the Directors seeking re-appointment at the ensuing Annual General Meeting are provided in the Corporate Governance Report, forming part of this Annual Report.

Performance Evaluation of the Board

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has devised a policy containing criteria for evaluating the performance of the Independent, Non-Executive and Executive Directors, Board and Committees. Feedback was sought by way of a structured questionnaire covering various aspects of the Board's functioning, such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report, forming part of this Annual Report.

Policy on Directors' appointment and remuneration

The policy on Directors' appointment and remuneration including the criteria for determining the qualifications, positive attributes, independence of a Director and other matters provided under Section 178(3) of the Companies Act, 2013 form part of the Nomination & Remuneration Committee policy of the Company, which is appended as Annexure III to this Report.

Auditors

M/s. B S R & Co. LLP, Chartered Accountants (Registration No. 101248W/W-100022), Mumbai, hold office until the conclusion of the Annual General Meeting to be held for the financial year 2016-17, subject to ratification of their appointment by the members at every Annual General Meeting. They have confirmed to the Company that their appointment, if ratified by the members at the ensuing 71st Annual General Meeting, would be within the limits prescribed under Section 141 of the Companies Act, 2013 and that they are not disqualified from appointment within the meaning of the said Act.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Practising Company Secretary, Mr. Hemant S. Shetye having CP No. 1483, Partner of HS Associates, Mumbai to conduct the Secretarial Audit of the Company for the financial year 2014-15 and to furnish his report to the Board. The Secretarial Audit Report dated 7th May, 2015 forms part of this Report as Annexure IV.

Auditors' Report & Secretarial Audit

Emphasis of matter is placed by the Statutory Auditors in their Independent Audit Report dated 7th May, 2015 and attention is drawn to Note 26(17) of the audited financial statements for the financial year ended 31st March, 2015 in respect of the managerial remuneration amounting to Rs. 19.8 million for which the Company has made applications to the Central Government pursuant to the provisions of Section 197 read with Schedule V of the Companies Act, 2013, which are pending approval.

Your Board of Directors is of the view that the said managerial remuneration is in line with the provisions of the Companies Act, 2013 and the rules framed therein and appropriate measures will be taken once the approval(s) of Central Government are obtained. The Audit Report issued by the Statutory Auditors mentions that their audit opinion is not qualified in the above matter.

The above justification shall also be applicable to the similar observation made in the Secretarial Audit report dated 7th May, 2015 for the financial year ended 31st March, 2015.

Cost Audit

The Board of Directors, in pursuance to the Orders issued by the Central Government under Section 148 of the Companies Act, 2013, have appointed M/s. R. Nanabhoy & Co., Cost Accountants (Registration No. 000010), Mumbai, for conducting the audit of the cost accounting records maintained by the Company for the financial year 2015-16. The Cost Auditors have certified that their appointment was within the limits of Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from appointment within the meaning of the said Act.

Composition of the Audit Committee

As required under Section 177(8) read with Section 134(3) of the Companies Act, 2013 and the rules framed thereunder, the composition of the Audit Committee is in line with the provisions of the Companies Act, 2013, details of which are provided in the Corporate Governance Report, forming part of this Annual Report.

Related Party Transactions

All related party transactions that were entered into by the Company during the financial year were in the ordinary course of business and on arms' length basis. There are no materially significant related party transactions entered into by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large. The approval of the unrelated shareholders on material related party transactions of the Company with its Group Companies in terms of Clause 49 of the Listing Agreement is being sought under item no. 9 of the Notice convening the 71st Annual General Meeting of the Company.

All Related Party Transactions are placed before the Audit Committee for its approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. Such transactions are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The policy on Related Party Transactions as approved by the Board can be accessed on the Company's website viz., www.india.basf.com at: http://www.india.basf.com/apex/India/en/ function/conversions:/publish/content/investorRelations/Related Party Transactions Policy.pdf

The Company does not have contracts or arrangements with its related parties under Section 188(1) of the Companies Act, 2013, which are not on arms' length basis or material in nature. Hence the details of such contracts or arrangements with its related parties are not disclosed in Form AOC-2 as prescribed under the Companies Act, 2013 and the rules framed thereunder. Your Directors draw attention of the shareholders to Note No. 26(17) of the financial statement which sets out related party disclosures.

Particulars of loans, guarantees or investments under Section 186

The Company has not provided any loan to any person or body corporate or given any guarantee or provided security in connection with such loan or made any investment in the securities of any body corporate pursuant to Section 186 of the Companies Act, 2013. The Company has given advance against salary to some employees in terms of the applicable policies of the Company.

Particulars of Employees

The particulars of employees required to be furnished pursuant to Section 197(12) of the Companies Act, 2013 read with sub-rules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report. However, as per the provisions of Section 136 of the Companies Act, 2013, read with sub-rules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Annual Report excluding the statement of particulars of employees, is being sent to all members of the Company. Any member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

Prevention of Sexual Harassment at Workplace

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

The following is a summary of sexual harassment complaints received and disposed of during the year 2014-15:

(a) Number of complaints of sexual harassment received during the year - 1

(b) Number of complaints disposed off during the year - 1

(c) Number of cases pending for more than 90 days - Nil

(d) Number of workshops/awareness programmes on sexual harassment - 5

Risk Management

The Company has in place a mechanism to inform the Board about the risk assessment and minimization procedures and periodical review to ensure that risk is controlled by means of a properly defined framework. In the Board's view, there are no material risks, which may threaten the existence of the Company.

Adequacy of Internal financial controls

Your Company has established adequate internal financial control systems to ensure reliable financial reporting and compliance with laws and regulations. All resources are put to optimal use and adequately protected against any loss. All transactions are authorized, recorded and reported correctly. Policies and guidelines of your Company are being adhered to and improvements in process efficiencies and effectiveness are being carried out on an ongoing basis. For more details, please refer to the Management Discussion & Analysis Report forming part of this Annual Report.

Significant and material orders passed by the Regulators or Courts

The relevant pending litigation with regulators or courts has been disclosed as Contingent Liabilities in note no. 26(10) of the notes to the financial statements for the year ended 31st March, 2015. There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

Material changes and commitments affecting the financial position of the Company

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

Board Meetings

Five Board Meetings were held during the financial year 2014-15 on the following dates:-

(1) 29th April, 2014.

(2) 31st July, 2014.

(3) 27th August, 2014.

(4) 21st October, 2014.

(5) 20th January, 2015.

Declaration of Independence

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and revised Clause 49 of the Listing Agreements with Stock Exchanges.

Extract of Annual Return

The details forming part of the extract of Annual Return in Form MGT 9 forms part of this Report as Annexure V. Personnel and Welfare

Your Directors place on record their sincere appreciation to the employees at all levels for their hard work, dedication and commitment.

Industrial Relations at all our factories remained cordial.

Acknowledgments

The Board of Directors take this opportunity to thank BASF SE, the parent company, customers, suppliers, bankers, business partners/associates, Central and State Governments, regulatory authorities and the society at large for their consistent support and co-operation to the Company. Your Directors thank the shareholders and investors for their confidence in the Company.

On behalf of the Board of Directors

RAMAN RAMACHANDRAN, Ph.D. Chairman & Managing Director (DIN: 00200297)

Mumbai Dated : 7th May,, 2015


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their Report for the financial year ended 31st March, 2014.

Financial Results

(Rs. in Million)

Description Year ended Year ended 31.3.2014 31.3.2013

Sales (net of excise) 44298.9 39406.3

Profit before tax 1943.6 1690.3

Tax 664.9 549.5

Profit after tax 1278.7 1140.8

Balance brought forward 810.0 808.0

Available for appropriation 2088.7 1948.8

This has been appropriated as follows:

Proposed Dividend 173.1 173.1

Corporate Tax on Dividend 29.4 29.4

General Reserve 886.2 936.3

Balance carried forward 1000.0 810.0

Activities

Despite the challenging economic scenario, the sales of your Company during the year under report registered good growth over the previous year. Sales, net of excise at Rs. 44,298.9 million, represent an increase of 12.4%, over the previous year. Profit before tax for the year ended 31st March, 2014 stood at Rs. 1,943.6 million as compared to Rs. 1,690.3 million for the previous year which represents an increase of 15.0%.

Profit after tax at Rs. 1,278.7 million during the year ended 31st March, 2014 was higher by 12.1% compared to the previous year.

The Agricultural Solutions Segment has shown good growth in sales and significant increase in profits during the year ended 31st March, 2014 mainly on account of introduction of new products and adoption of innovative marketing initiatives.

Financial Ratios

2013-14 2012-13

Equity vs Total Assets (%) 30.99 40.72

Return on Capital Employed (%) 10.99 13.50

before interest and taxes

Current Ratio 1.34 1.36

current assets:

short term liabilities and provisions

Acid Test Ratio 0.70 0.69

short term receivables plus

cash and cash items:

short term liabilities and provisions

The Performance Products Segment which includes textile chemicals, leather chemicals, paper chemicals and nutrition & health businesses registered an increase in sales and profits during the year under review. However, margins were under pressure for care chemicals, performance chemicals and dispersion & pigments businesses.

The Chemicals Segment of your Company comprises of intermediates, petrochemicals & monomers businesses. The sales and profits of the Chemicals Segment were lower as compared to the previous year. This was mainly on account of marginal growth in sales of intermediates and petrochemicals businesses.

The Functional Materials & Solutions Segment of your Company comprises of coatings, construction chemicals, performance materials and process catalyst technologies businesses. The sales of the Functional Materials & Solutions Segment registered growth during the year under review. However, margins were impacted mainly on account of slowdown in the automotive & construction industries and infrastructure investment, rising interest rates, liquidity crunch and weakening of the dollar against the rupee.

Exports sales stood at Rs. 4,026.1 million during the year under report and represented an increase of 50% over the previous year. This was mainly on account of higher exports of fluorescent whitening agents and paper dyes.

Re-alignment of the Business Segments

Your Company has adopted the new segment structure with effect from 1st April, 2013. Accordingly, your Company has reduced the number of Business Segments from five to four in order to serve its customers more effectively and to enhance its operational and technological excellence. With effect from 1st April, 2013, the new Business Segment structure consists of Agricultural Solutions, Performance Products, Chemicals and Functional Materials & Solutions.

Status of new chemical production site at Dahej, Gujarat

Your Company is in the process of constructing a new chemical production site at Dahej, Gujarat. The project, involving an investment of Rs. 1,000 crore was inaugurated in April 2012 and marks your Company''s single largest investment in India so far. The new Dahej Site will be an integrated hub for Polyurethanes manufacturing and will also house production facilities for Care Chemicals and Polymer Dispersions for the Coatings and Paper businesses. It will strengthen your Company''s support to key industries such as appliances, footwear, automotive, construction, architectural coatings and personal care, as well as paper.

Construction work at Dahej site is nearing completion. Mechanical completion of some plants has already been achieved and the balance is expected to be completed by June 2014. Commercial production in the said plants is expected to commence by July/August 2014.

Setting up of precious metal catalyst plant at Mangalore

Your Company has set up a precious metal catalyst plant and product development laboratory at its Mangalore site. The project was financed through internal accruals. The catalysts manufactured at this plant will allow customers to produce fine chemicals including Active Pharmaceutical Ingredients (API), agrochemicals and flavors and fragrances. Production of precious metal catalysts at the Mangalore site has already commenced in the first quarter of 2014

Setting up of Agricultural Research Station (ARS) at Pune

Your Company has taken on lease approximately 30 acres of agricultural land at Lonikand near Pune for a period of 20 years to set up an Agricultural Research Station for testing new agro chemical compounds on agricultural crops and to examine their efficacy under local climatic conditions. Your Company will conduct field trials in all major crops such as corn, soybean, rice, cereals, fruits and vegetables. The Agricultural Research Station in Pune will be designed and operated as a state-of-the-art facility.

Cessation of manufacturing operations at the Automotive Coatings Blending plant at Khuskhera in Rajasthan

Your Company has ceased manufacturing operations at the Automotive Coatings Blending plant at Khuskhera in Rajasthan due to high safety risks, which had made the continuance of manufacturing operations at the said plant difficult. There is no material impact on the performance of the Company due to cessation of manufacturing operations at Khuskhera as the products are now being supplied from the Company''s Mangalore plant.

Corporate Social Responsibility

As a successful corporate, your Company has a moral and ethical responsibility to work towards supporting the society within which it functions. As required by the provisions of the new Companies Act, 2013, the Board of Directors of your Company constituted a Corporate Social Responsibility (CSR) Committee on 30th April, 2013.

Mr. R. R. Nair and Mr. Arun Bewoor, Independent Directors along with Mr. S. Regunathan are members of the CSR Committee.

Mr. Pradeep Chandan, Chief Executive-Legal, Compliance & Company Secretary was appointed as Secretary to the CSR Committee.

The CSR Committee has formulated the CSR Policy and has recommended the activities to be undertaken by the Company as specified under the revised Schedule VII of the Companies Act, 2013. This Policy encompasses the Company''s Strategy of "We create chemistry for a sustainable future" and lays down the guidelines and mechanism for undertaking socially useful programmes for welfare & sustainable development of the community at large, especially the deprived, under-privileged and differently abled persons.

Projects to be implemented under CSR for the financial year 2014-2015 shall be reviewed by the CSR Committee from time to time and thereafter recommended to the Board of Directors of your Company for their approval.

Dividend

Considering the investment of Rs. 1,000 crores for setting up of a new chemicals production site at Dahej, your Directors recommend a dividend of Rs. 4/- per equity share of Rs. 10/- each (i.e. 40%) for the financial year ended 31st March, 2014, subject to the approval of the shareholders at the forthcoming 70th Annual General Meeting of the Company to be held on 27th August, 2014. The dividend will absorb Rs. 173.1 million. The dividend distribution tax borne by the Company would amount to Rs. 29.4 million.

Finance & Accounts

Your Company continued to optimise bank borrowings during the year by focusing on cash flows and working capital management. By availing of alternate funding options like issuance of Commercial Papers, it ensured efficiency in its borrowing costs.

Your Company follows a prudent financing policy and aims to maintain optimum financial gearing at all times. Your Company''s total debt to equity ratio was 0.84 as at 31st March, 2014.

Your Company secured External Commercial Borrowings (ECB) loan for the Dahej Project on competitive terms.

Capital Expenditure

Capital Expenditure incurred during the year aggregated to Rs. 6,172.8 million.

Fixed Deposits

Your Company continued to maintain the highest rating of ''AAA/Stable/A1 '' awarded by CRISIL on its short term & long term debt programs.

Your Company did not accept any fixed deposits during the year under report. There were no deposits, except unclaimed interest on deposits of Rs. 0.14 million as at 31st March, 2014.

Management Discussion & Analysis Report

In terms of Clause 49 of the Listing Agreements with the Stock Exchanges, the Management Discussion & Analysis Report is appended to this Report.

Corporate Governance

Your Company is committed to maintaining the highest standards of Corporate Governance. Your Company has complied with the Corporate Governance requirements as per Clause 49 of the Listing Agreements with the Stock Exchanges.

A separate report on Corporate Governance as stipulated under Clause 49 of the Listing Agreements along with a Certificate of Compliance from the Statutory Auditors, forms part of this Report.

Directors'' Responsibility Statement

Your Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

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

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

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

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Information pursuant to Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in the annexure to this Report.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Dr. Rainer Diercks and Mr. Andrew Postlethwaite retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

During the year, Mr. Prasad Chandran relinquished his position as Chairman & Managing Director of your Company with effect from 30th September, 2013. The Board of Directors of your Company placed on record its sincere appreciation of the invaluable contribution made by Mr. Chandran in the growth of the Company during his 17 years of distinguished service including 13 years as the Chairman & Managing Director.

Dr. Raman Ramachandran was appointed as the Chairman & Managing Director of your Company with effect from 1st October, 2013, subject to the approval of shareholders of the Company and the Central Government. Dr. Ramachandran has completed his Bachelors'' and Masters'' degree in Science (Agriculture) from Tamilnadu Agricultural University, Coimbatore and Indian Agricultural Research Institute, New Delhi, respectively. Dr. Ramachandran holds a doctorate degree from the University of Adelaide, Australia. Dr. Ramachandran has valuable experience of over 25 years in the area of Crop Protection and has been associated with BASF since 2000.

The tenure of appointment of Mr. S. Regunathan as Wholetime Director of the Company was extended for a period from 1st June, 2014 to 31st December, 2014, subject to the approval of the shareholders of the Company at the forthcoming Annual General Meeting scheduled on 27th August, 2014.

As required under Clause 49 of the Listing Agreements with the Stock Exchanges, the details of Directors seeking re-appointment at the ensuing Annual General Meeting are provided in the Corporate Governance Report, forming part of this Annual report.

Auditors

M/s. B S R & Co. LLP, Chartered Accountants, the Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed to the Company that their re-appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified from re-appointment within the meaning of the said Act.

Cost Audit

The Board of Directors, in pursuance to the Orders issued by the Central Government under Section 148 of the Companies Act, 2013, have appointed M/s. R. Nanabhoy & Co., Cost Accountants, Mumbai, for conducting the audit of the cost accounting records maintained by the Company for its products for the financial year 2014-2015. The Cost Auditors have certified that their appointment was within the limits of Section 141 (3)(g) of the Companies Act, 2013 and that they are not disqualified from appointment within the meaning of the said Act.

Particulars of Employees

The particulars of employees required to be furnished under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this Report. However, as per the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Annual Report excluding the Statement of Particulars of Employees, is being sent to all shareholders of the Company. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

Personnel and Welfare

Your Directors place on record their sincere appreciation for the contribution made by the employees of the Company at all levels.

Industrial Relations at all our factories remained cordial.

Acknowledgements

The Board of Directors take this opportunity to thank BASF SE, the parent Company, customers, suppliers, bankers, financial institutions, business partners/associates, Central and State Governments, regulatory authorities and the society at large for their consistent support and co-operation to the Company. Your Directors thank the shareholders and investors for their confidence in the Company.

On behalf of the Board of Directors

RAMAN RAMACHANDRAN Chairman & Managing Director

Mumbai

Dated : 29th April, 2014


Mar 31, 2013

The Directors have pleasure in presenting their Report for the financial year ended 31st March, 2013.

Financial Results

(Rs. in Million)

Year ended Year ended 31.3.2013 31.3.2012

Sales (net of excise) 39406.3 35159.4

Profit before tax 1690.3 1497.2

Tax 549.5 488.6

Profit after tax 1140.8 1008.6

Balance brought forward 808.0 808.0

Available for appropriation 1948.8 1816.6

This has been appropriated as follows:

Proposed Dividend 173.1 173.1

Corporate Tax on Dividend 29.4 28.1

General Reserve 936.3 807.4

Balance carried forward 810.0 808.0

Activities

Given the challenging economic scenario, the sales of your Company during the year under report registered good growth over the previous year. Sales, net of excise at Rs. 39,406.3 million, represent an increase of 12%, over the previous year. Profit before tax for the year ended 31st March, 2013 stood at Rs. 1,690.3 million as compared to Rs. 1,497.2 million for the previous year which represents an increase of 12.9%.

Profit after tax at Rs. 1,140.8 million during the year ended 31st March, 2013 was higher by 13.1% compared to the previous year.

The Agricultural Solutions business has shown healthy topline growth during the year on account of introduction of new products, adoption of innovative marketing initiatives and extension of products to new crop geographies.

The Coatings and Process Catalysts businesses, part of the Functional Solutions segment of the Company, recorded higher turnover & profits during the year. Although the Construction Chemicals business recorded moderate growth in sales, its profitability was impacted on account of the competitive market environment coupled with a slowdown in construction activities.

Financial Ratios

2012-13 2011-12

Equity vs Total Assets (%) 40.72 47.81

Return on Capital Employed (%) 13.50 13.60

before interest and taxes

Current Ratio 1.36 1.51

current assets:

short term liabilities and provisions

Acid Test Ratio 0.69 0.80

short term receivables plus

cash and cash items:

short term liabilities and provisions

The Performance Products segment which includes Leather, Textile, Dispersions & Pigments and Care Chemicals & Nutrition businesses, registered an increase in sales and profits during the year under review. However, the Paper Chemicals business in this segment showed marginal increase in sales and lower profit compared to the previous year, mainly due to increase in cost of raw materials which could not be passed on to customers.

The Polyurethanes business, part of the Plastics segment, registered good growth in sales and profits, while the Engineering Plastics business achieved higher capacity utilization.

The Chemicals segment improved its performance in terms of sales and profits as compared to the previous year.

Exports sales stood at Rs. 2,676.8 million during the year under review as compared to Rs. 2,230.1 million for the previous year.

Re-alignment of the Business Segments

Your Company has reduced the number of Business Segments from five to four in order to serve its customers more effectively and to enhance its operational and technological excellence. A new division known as "Performance Materials" has been created in the current Functional Solutions segment, which has been re-named as "Functional Materials & Solutions". The Performance Materials business bundles BASF''s innovative, downstream plastics from the current Performance Polymers and Polyurethanes divisions, which were earlier part of the Plastics segment. The Plastics segment will now cease to exist. Similarly, a new Division known as ''Monomers'' has been created under the Chemicals segment, which includes majority of the product groups from the current inorganics chemicals business and basic polymers from the current Performance Polymers and Polyurethanes businesses. Consequently, the Chemicals Division will now comprise of Intermediates, Monomers and Petrochemicals businesses. Your Company has adopted the new segment structure with effect from 1st April, 2013.

Investment in a new chemical production site at Dahej, Gujarat

Your Company is in the process of constructing a new chemical production site at Dahej, Gujarat. The project, involving an investment of Rs. 1,000 crore was inaugurated one year ago and marks your Company''s single largest investment in India so far. The new Dahej Site will be an integrated hub for Polyurethanes manufacturing and will also house production facilities for Care Chemicals and Polymer Dispersions for the Coatings and Paper businesses. It will strengthen your Company''s support to key industries such as appliances, footwear, automotive, construction, architectural coatings and personal care, as well as paper.

Production at the Dahej site is expected to commence in the first quarter of 2014.

Shutdown of the Expandable Polystyrene (EPS) business

On account of continuous pressure on the EPS business due to strong competition coupled with high overcapacities and low margins, the Board of Directors of your Company approved the proposal to shut down the EPS business, forming part of Plastics segment, including the Company''s STYROPOR® production facility at Thane, subject to receipt of the requisite approval(s). The contribution of this business to the total turnover was marginal; hence there will be no material impact on the Company''s growth strategy.

German Year in India

The German Year in India was celebrated during the year to commemorate the completion of 60 years of successful bilateral ties in various fields. Under the theme, "Infinite Opportunities", the event brought together science and education, research, politics, business and culture on one platform. Your Company is proud to be the official partner of the German Year in India. The highlight of the celebration was the "Indo German Urban Mela", a unique pavilion concept that traveled through five cities across India - Mumbai, Bangalore, Chennai, New Delhi and Pune. Your Company''s pavilion showcased how chemistry shapes daily life and plays a critical role in solving future challenges. It also featured our innovative and technologically advanced solutions in the areas of Mobility, Housing & Construction and Health & Nutrition. BASF''s Kids'' Lab, which provides a hands-on lab experience to children/students about Chemistry was an integral part of the programme.

Corporate Social Responsibility (CSR) activities

Under its strategy, "We create chemistry for a sustainable future", your Company drives sustainable solutions and takes on social responsibility. As a successful corporate, your Company has a moral and ethical responsibility to work towards supporting the society within which it functions.

Among other initiatives supported by your Company are Projects like ''Sadbhavana (empathy)'', which focuses on education-led activities, empowerment of women, disaster relief and rehabilitation and community development initiatives as well as the ''Million Minds'' project, which is a unique program that aims to improve governance standards.

A separate section on your Company''s CSR activities forms part of this Annual Report.

Dividend

Your Directors recommend a dividend of Rs. 4/- per equity share of Rs. 10/- each (i.e. 40%) for the financial year ended 31st March, 2013, subject to the approval of the shareholders at the forthcoming 69th Annual General Meeting of the Company to be held on 30th August, 2013. The dividend will absorb Rs. 173.1 million. The dividend distribution tax borne by the Company would amount to Rs. 29.4 million.

Finance & Accounts

Your Company continued to minimize bank borrowings during the year by focusing on cash flows and working capital management. Internal cash accruals were effectively used for funding working capital needs and capital expenditure requirements of the Company.

Your Company follows a prudent financing policy and aims to maintain optimum financial gearing at all times. Your Company''s total debt to equity ratio was 0.32 as at 31st March, 2013.

Your Company secured External Commercial Borrowings (ECB) loan for the Dahej Project on competitive terms.

Capital Expenditure

Capital Expenditure incurred during the year aggregated to Rs. 3903.6 million. Fixed Deposits

Your Company continued to maintain the highest rating of ''AAA/Stable/P1 '' awarded by CRISIL on its short term & long term debt programs.

Your Company did not accept any fixed deposits during the year under report. There were no deposits, except unclaimed interest on deposits of Rs. 0.14 million as at 31st March, 2013.

Management Discussion & Analysis Report

In terms of Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion & Analysis Report is appended to this Report.

Corporate Governance

Your Company is committed to maintaining the highest standards of Corporate Governance. Your Company has complied with the Corporate Governance requirements as per Clause 49 of the Listing Agreement with the Stock Exchanges.

A separate report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement along with a Certificate of Compliance from the Statutory Auditors, forms part of this report.

Directors'' Responsibility Statement

Your Directors confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

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

(iii) 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, 1956, for safeguarding the assets of your Company and for preventing & detecting fraud and other irregularities;

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

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Information pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in the annexure to this Report.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Arun Bewoor and Mr. R. A. Shah retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Ms. Saori Dubourg resigned from the Board of the Company w.e.f. 30th April, 2013. Your Directors wish to place on record their sincere appreciation of the guidance and valuable contribution made by Ms. Saori Dubourg in the growth and performance of the Company during her tenure as Director. Mr. Gops Pillay was appointed as Director of the Company in the casual vacancy caused by the resignation of Ms. Saori Dubourg in terms of Article 108 of the Articles of Association of your Company and Section 262 of the Companies Act, 1956. Mr. Thilo Bischoff was appointed as an Alternate Director to Mr. Gops Pillay, effective 30th April, 2013.

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the details of Directors seeking re-appointment at the ensuing Annual General Meeting are provided in the Corporate Governance Report, forming part of this Annual report.

Auditors

M/s. B S R & Co., Chartered Accountants, Mumbai retire at the forthcoming Annual General Meeting and are eligible for re-appointment. A certificate has been received from them to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956

Cost Audit

The Board of Directors in pursuance to the Orders issued by the Central Government under Section 233B of the Companies Act, 1956, have appointed M/s. R. Nanabhoy & Co., Cost Accountants, Mumbai, for conducting the audit of the cost accounting records maintained by the Company for the products "Insecticides, Dyes, Paints, Varnishes and Chemicals" for the financial year 2013-2014.

Particulars of Employees

The particulars of employees required to be furnished under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the Statement of Particulars of Employees, is being sent to all shareholders of the Company. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

Personnel and Welfare

Your Directors place on record their sincere appreciation to the employees at all levels for their hard work, dedication and commitment.

Industrial Relations at all our factories remained cordial.

Acknowledgements

The Board of Directors take this opportunity to thank BASF SE, the parent Company, customers, suppliers, bankers, business partners/associates, Central and State Governments for their consistent support and co-operation to the Company. Your Directors thank the shareholders and investors for their confidence in the Company.

On behalf of the Board of Directors

PRASAD CHANDRAN

Chairman & Managing Director

Mumbai

Dated : 30th April, 2013.


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting their Report for the financial year ended 31st March, 2011.

Financial Results

(Rs. in Million)

Year ended Year ended 31.3.2011 31.03.2010

Sales (net of excise) 30599.1 13816.9

Profit before tax 1507.5 1513.7

Tax 329.2 545.6

Profit after tax 1178.3 968.1

Balance brought forward 761.0 264.0

Addition on account of amalgamation (194.5) 2218.3

Available for appropriation 1744.8 3450.4 This has been appropriated as follows:

Proposed Dividend 346.3 326.2

Corporate Tax on Dividend 57.5 54.2

General Reserve 533.0 2309.0

Balance carried forward 808.0 761.0

Activities

The sales performance of your Company during the year under report registered significant growth over the previous year. Sales, net of excise at Rs. 30,599.1 million, represents an increase of 121%, over the previous year. These sales figures include the sales of the 3 BASF legal entities viz., BASF Coatings (India) Private Limited (BCIN), BASF Construction Chemicals (India) Private Limited (BCCIPL) and BASF Polyurethanes India Limited (BPIL) aggregating to Rs. 8,574.2 million, consequent to the merger. It also includes the sales of the full year of operation of the erstwhile relevant Ciba businesses.

Profit before tax stood at Rs. 1507.5 million during the year ended 31s1 March, 2011 as compared to Rs. 1513.7 million for the previous year.

Profit after tax at Rs. 1178.3 million was higher by 22% compared to the previous year.

Paper chemicals, dispersions and fine chemicals businesses in the Performance Chemicals segment, registered substantial increase in sales, both in volume and value terms.

The Chemicals business segment, which includes intermediates, inorganic chemicals, process catalysts and petrochemicals recorded significant increase in sales, both in volume and value terms, due to healthy growth in domestic demand from Indian manufacturers fuelled by growth in export of downstream products.

The Construction Chemicals business, which became part of the Functional Solutions business of the Company consequent to the integration, recorded higher turnover & profits during the year.

The Coatings and Polyurethanes businesses have good long-term business prospects. Currently, there is stiff competition, which has impacted the profitability of the Company during the year.

The Agricultural Solutions business has shown growth in sales during the year ended 31st March, 2011 mainly due to higher volumes from the new products introduced in the market. However, the profits of the Agricultural Solutions business declined marginally on account of increase in sales promotion costs for launching new products as part of the growth strategy.

Although the Plastics business recorded higher sales, the profitability was affected on account of increase in fixed costs coupled with under-utilization of capacities in the newly commissioned Engineering Plastics Compounding plant at Navi Mumbai.

The export sales at Rs. 2,262 million during the year under report represented an increase of 271% over the previous year.

Merger of BASF Coatings (India) Private Limited (BCIN), BASF Construction Chemicals (India) Private Limited (BCCIPL) and BASF Polyurethanes India Limited (BPIL) with the Company

The Scheme of Amalgamation of BCIN, BCCIPL and BPIL, a wholly owned subsidiary of the Company was sanctioned by the Hon'ble High Court of Bombay vide its Order dated 14th January, 2011. Accordingly, BCIN, BCCIPL and BPIL were merged with your Company from the Appointed Date, 1st April, 2010. The shareholders of erstwhile BCIN and BCCIPL were issued 1 equity share and 10 equity shares of your Company for every 60 equity shares and 13 equity shares of BCIN and BCCIPL, respectively held by them. As a result, the subscribed and paid-up capital of your Company increased from Rs. 407.7 million to Rs. 432.9 million. The Authorised Share Capital of your Company increased from Rs. 450 million to Rs. 543.6 million. Post Merger, the financial statements of your Company for the year ended 31st March, 2011 includes the financials of BCIN, BCCIPL and BPIL.

Dividend

Your Directors are pleased to recommend a dividend of Rs. 8/- per equity share of Rs. 10/- each (i.e 80%) for the financial year ended 31st March, 2011. The dividend will absorb Rs. 346.3 million. The dividend distribution tax borne by the Company would amount to Rs. 57.5 million.

Finance & Accounts

With focus on cash flows and working capital management, your Company continued to minimize the bank borrowing during the year. Internal cash accruals were effectively used for funding working capital needs and capital expenditure requirements of the Company.

Your Company follows a prudent financing policy & aims to maintain optimum financial gearing at all times. Your Company's total debt to equity ratio was 0.11 as at 31st March, 2011.

Capital Expenditure

Capital Expenditure incurred during the year aggregated to Rs. 965.6 million.

Fixed Deposits

Your Company continued to maintain the highest rating of 'AAA/Stable/P1 ' on its short term & long term debt programs, awarded by CRISIL. During the year CRISIL reaffirmed the credit rating of your Company after taking into account the merger of BCIN, BCCIPL and BPIL with your Company, with effect from 1st April, 2010.

Your Company did not accept any fixed deposits during the year under report. There were no overdue deposits except unclaimed deposits of Rs. 0.12 million as at 31st March, 2011.

Management Discussion & Analysis Report

In terms of Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion & Analysis Report is appended to this Report.

Corporate Governance

Your Company is committed to maintain the highest standard of Corporate Governance. Your Company has complied with the Corporate Governance requirements as per Clause 49 of the Listing Agreements with the Stock Exchanges.

A separate report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement along with a Certificate of Compliance from the Auditors, forms part of this report.

Directors' Responsibility Statement

Your Directors confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

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

(iii) 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, 1956, for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

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

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Information pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in the annexure to this Report.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. R. A. Shah and Mr. R. R. Nair retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Mr. S. Ramnath resigned from the Board of the Company w.e.f. 16th July, 2010. Your Directors wish to place on record their sincere appreciation of the guidance and valuable contribution made by Mr. S. Ramnath in the growth and performance of the Company during his tenure as a Director. Consequent to the resignation of Mr. S. Ramnath from the Board, he ceased to be an Alternate Director to Mr. Hermann Althoff w.e.f. 16"1 July, 2010.

Mr. S. Regunathan was appointed as a Director of the Company on 16th July, 2010 in the casual vacancy caused by the resignation of Mr. S. Ramnath in terms of Article 108 of the Articles of Association of your Company and Section 262 of the Companies Act, 1956. Mr. S. Regunathan was appointed as an Alternate Director to Mr. Hermann Althoff, effective 16th July, 2010.

Mr. Deepak Thuse resigned from the Board of the Company w.e.f. 20th October, 2010. Consequent to the resignation of Mr. Deepak Thuse from the Board, he ceased to be an Alternate Director to Ms. Saori Dubourg w.e.f. 20th October, 2010. Mr. Thuse continues to be the Chief Executive of Plastics business of the Company and a Member of the Management Committee supporting the growth and strategic development of the Company.

Mr. Thilo Bischoff was appointed as a Director of the Company on 20th October, 2010 in the casual vacancy caused by the resignation of Mr. Deepak Thuse in terms of Article 108 of the Articles of Association of your Company and Section 262 of the Companies Act, 1956. Mr. Thilo Bischoff was appointed as an Alternate Director to Ms. Saori Dubourg, effective 20th October, 2010.

Mr. Hermann Althoff resigned from the Board of the Company w.e.f. 28th April, 2011 and Mr. Andrew Postlethwaite was appointed as Director of the Company in the causal vacancy caused by the resignation of Mr. Hermann Althoff, in terms of Article 108 of the Articles of Association of your Company and Section 262 of the Companies Act, 1956. Your Directors wish to place on record their sincere appreciation of the guidance and valuable contribution made by Mr. Hermann Althoff in the growth and performance of the Company during his tenure as a Director. Mr. S. Regunathan was appointed as an Alternate Director to Mr. Andrew Postlethwaite, effective 28th April, 2011.

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the details of Directors seeking re-appointment at the ensuing Annual General Meeting are provided in the Corporate Governance Report, forming part of this Annual report.

Auditors

M/s. B S R & Co., Chartered Accountants, Mumbai retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

Cost Audit

The Board of Directors in pursuance to the Order issued by the Central Government under Section 233B of the Companies Act, 1956, have appointed Messrs. R. Nanabhoy & Co., Cost Accountants, Mumbai, for conducting the audit of the cost accounting records maintained by the Company for the products "Insecticides and Dyes" for the financial year 2011.

Particulars of Employees

The particulars of employees required to be furnished under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the Statement of Particulars of Employees, are being sent to all shareholders of the Company. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

Personnel and Welfare

Your Directors express their sincere appreciation for the dedicated efforts put in by all the employees and for their continued contribution in ensuring higher performance of the Company during the year.

Industrial Relations at all our factories remained cordial.

Acknowledgements

The Board of Directors take this opportunity to thank BASF SE, the parent Company, customers, suppliers, bankers, business partners and various regulatory & government authorities for their consistent support and co-operation to the Company. Your Directors thank the shareholders for their confidence in the Company.

On behalf of the Board of Directors

PRASAD CHANDRAN Chairman & Managing Director

Mumbai

Dated : 28th April, 2011.


Mar 31, 2010

Financial Results

(Rs. in Million) year ended Year ended 31.3.2010 31.3.2009 Sales *14654.8 12381.1 Profit before tax 1513.7 1080.1 Tax 545.6 393.7 Profit after tax 968.1 686.4 Balance brought forward 264.0 264.0 Addition on account of amalgamation 2218.3 0.0 Available for appropriation 3450.4 950.4 This has been appropriated as follows: Proposed Dividend 326.2 197.3 Corporate Tax on Dividend 54.2 33.6 General Reserve 2309.0 455.5 Balance carried forward 761.0 264.0

* Includes Sales of CIL, CRIPL & DDL for the period 1s February, 2010 to 31s1 March. 2010 aggregating to Rs. 789 million.

Activities

The performance of your Company during the year under report registered an impressive growth over the previous year. Sales at Rs. 14655 million and Profit before tax at Rs. 1514 million during the year ended 31st March, 2010 represent an increase of 18% and 40% respectively, over the previous year. This substantial increase in profit before tax was mainly on account of higher capacity utilization, improved operating results of the Agricultural Solutions, Performance Products and Plastics businesses.

Profit after tax at Rs. 968.1 million was higher by 41% compared to the previous year.

The Agricultural Solutions business recorded substantial increase in sales and profits during the year ended 31st March, 2010 mainly due to higher realizations, effective working capital management and several marketing initiatives undertaken including introduction of new products during the year under report.

The Performance Products segment which include care chemicals, dispersions, textiles, specialty and leather chemical businesses registered increase in sales, both in volume and value terms.

The Plastics business recorded higher sales and profits compared to the previous year.

The Chemical business performance during the year under review was lower, compared to the previous year mainly due to reduced market uptake in certain segments and lower prices.

Overall capacity utilization was higher compared to the previous year. The export sales at Rs. 609 million during the year under report represented an increase of 7% over the previous year.

During the year under report, your Company has successfully commissioned the Engineering Plastics Compounding plant at its Navi Mumbai factory, which will cater to the requirements of the automobiles, electrical and electronic industries.

Merger of Ciba India Limited, Ciba Research (India) Private Limited and Diamond Dye-Chem Limited with the Company

The Scheme of Amalgamation of Ciba India Limited (CIL), Ciba Research (India) Private Limited (CRIPL) and Diamond Dye-Chem Limited (DDL) with the Company was sanctioned by the Honble High Court of Bombay vide its Order dated 26th February, 2010. Accordingly, CIL, CRIPL and DDL were merged with your Company from the Appointed Date, 1st February, 2010. The shareholders of erstwhile CIL and CRIPL were issued 90 equity shares and 18 equity shares of your Company for every 100 equity shares of CIL and CRIPL, respectively held by them, as on the record date i.e. 18lh March, 2010. As a result, the subscribed and paid-up capital of your Company increased from Rs. 281.9 million to Rs. 407.7 million. The Authorised Share Capital of your Company increased from Rs. 300 million to Rs. 450 million. The financial statements of your Company for the year ended 31st March, 2010 includes the financials of CIL, CRIPL and DDL.

Shifting of Registered Office of the Company

The Registered Office of your Company has been shifted from RBC, Mahindra Towers, 1st Floor, AWing, Dr. G. M. Bhosale Marg, Worli, Mumbai-400 018 to 1st Floor, VIBGYOR Towers, Plot No. C-62, G Block, Bandra Kurla Complex, Mumbai-400 051 with effect from 26th October, 2009.

Dividend

Your Directors recommend payment of dividend on the equity shares @ 80% (Rs. 8/- per share) for the financial year ended 31st March, 2010. The dividend will absorb Rs. 326.2 million. The dividend distribution tax borne by the Company would amount to Rs.54.2 million.

Finance & Accounts

With focus on cash flows and working capital management, your Company continued to restrict the bank borrowing to absolute minimum during the year. Internal cash accruals were effectively used for funding working capital needs and capital expenditure requirements of the Company.

Capital Expenditure

Capital Expenditure incurred during the year aggregated to Rs. 295.6 million.

Fixed Deposits

Your Company continued to maintain the highest rating of FAAA awarded by CRISIL. Your Company did not accept any fixed deposits during the year under report. There were no overdue deposits except unclaimed deposits of Rs. 0.57 million as at 31s1 March, 2010.

Management Discussion & Analysis Report

In terms of Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion & Analysis Report is appended to this Report.

Wholly owned subsidiary

BASF Polyurethanes India Limited (BPIL), the wholly owned subsidiary of your Company, recorded sales of Rs. 2640.3 million as against Rs. 2185.4 million in the previous year, registering good growth in value & volume terms. BPIL managed to reduce significantly its operating loss to Rs. 7.6 million as compared to Rs. 200.6 million, which was achieved through strict inventory and receivable control as well as strong growth in own manufactured production, over the previous year.

Financial Ratios 2009-10 2008-09 Equity vs Total Assets (%) 68.30 59.33 Return on Capital Employed (%) 26.46 30.21 before interest and taxes Profitability of total income (%) 10.30 8.77 before interest and taxes Current Ratio 2.71 2.03 current assets : short term liabilities and provisions Acid Test Ratio 1.76 1.20 short term receivables plus cash and cash items: short term liabilities and provisions

BASF SE had the discretion to acquire the Companys holding in BPIL. BASF SE had exercised its discretion to acquire the entire equity shareholding in BPIL vide its letter dated 30th October, 2008 subject to conditions detailed therein. A committee constituted by the Board is examining the matter and would recommend further course of action.

The Audited Accounts of the subsidiary and the Auditors report thereon form part of this Annual Report.

Corporate Governance

Your Company has always strived to incorporate appropriate standards for good corporate governance. Your Company has complied with the Corporate Governance requirements as per Clause 49 of the Listing Agreements with the Stock Exchanges.

A separate report on Corporate Governance along with a Certificate of Compliance from the Auditors, forms a part of this report.

Directors Responsibility Statement

Your Directors confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year ended 31st March, 2010 and of the profits of your Company for that year;

(iii) 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, 1956, for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

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

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Information pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in the annexure to this Report.

Directors

Dr. Rainer Diercks and Mr. Hermann Althoff retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment.

Mr. K. R. Coorlawala resigned from the Board as an Independent Director effective 21st August, 2009 after an association of over 34 years. Your Directors wish to place on record their sincere appreciation of the guidance and valuable advice received from Mr. Coorlawala in the deliberations of the Board during his long tenure from 1975 to 2009 as a Director of your Company.

Dr. Tilman Krauch resigned from the Board w.e.f. 19th January, 2010. Your Directors wish to place on record their sincere appreciation of the guidance and valuable contribution made by Dr. Krauch in the growth and performance of the Company during his tenure as a Director.

Consequent to the resignation of Dr. Krauch from the Board, Mr. Deepak Thuse ceased to be his Alternate Director effective from 19th January, 2010.

Ms. Saori Dubourg was appointed as a Director on 19th January, 2010 in the casual vacancy caused by the resignation of Dr. Tilman Krauch in terms of Article 108 of the Articles of Association of your Company and Section 262 of the Companies Act, 1956.

Mr. Deepak Thuse was appointed as an Alternate Director to Ms. Saori Dubourg, effective from 19th January, 2010.

Mr. Arun Bewoor was appointed as an Independent Director of the Company on 19th January, 2010 in the casual vacancy caused by the resignation of Mr. K. R. Coorlawala in terms of Article 108 of the Articles of Association of your Company and Section 262 of the Companies Act, 1956.

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the details of Directors seeking re-appointment at the ensuing Annual General Meeting are provided in the Corporate Governance Report, forming part of this Annual report.

Auditors

M/s. B S R & Co., Chartered Accountants, Mumbai retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

Cost Audit

The Board of Directors in pursuance of an order under Section 233B of the Companies Act, 1956, issued by the Government have appointed Cost Accountants for conducting audit of the cost accounts maintained by the Company in respect of Insecticides and Dyes for the financial year 2010-11.

Particulars of Employees

The particulars of employees required to be furnished under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, forms part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all shareholders, excluding the statement of particulars of employees. Any shareholder interested in obtaining a copy may write to the Company Secretary at the Registered Office of the Company and the same will be sent by post.

Personnel and Welfare

Industrial relations in the Mangalore, Navi Mumbai and Ankleshwar factories remained cordial.

Your Directors express their sincere appreciation for the dedicated efforts put in by all the employees and for their continued contribution for ensuring higher performance of the Company during the year.

General

The Consolidated Financial Statements of your Company in this Annual Report are inclusive of the results of its subsidiary, BASF Polyurethanes India Limited.

On behalf of the Board of Directors PRASAD CHANDRAN Chairman & Managing Director Mumbai Dated :29th April, 2010.

 
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