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Directors Report of Finolex Industries Ltd.

Mar 31, 2016

The directors have pleasure in presenting the thirty-fifth annual report together with the audited financial statements including consolidated financial statements for the year ended 31st March, 2016.

State of the Company''s affairs:

Financial Results (Rs, in lakhs)

Standalone Standalone Consolidated 2015-16 2014-15 2015-16

Profit before depreciation & finance charges 43,870.79 20,982.58 44,406.33

Less:

Finance charges 4,464.34 7,037.10 4,464.34

Profit before depreciation and taxation 39,406.45 13,945.48 39,941.99

Deductions for:

(i) Depreciation 5,057.36 5,867.42 5,057.36

(ii) Provision for taxation 10,989.68 3,300.23 10,989.68

Profit after depreciation and taxation 23,359.41 4,777.83 23,894.95

Add:

Surplus of Profit and Loss account of earlier year 11,959.95 12,688.83 11,959.95

Add:

Excess Dividend Tax provision 3 00 -- 3,00

Increased

Add:

Share of profit of associates for earlier years - - 3,109.50

Less:

Depreciation as per Schedule II -- 2 028 57 --

Note 7(b) of the Companies Act, 2013

Appropriations:

(i) General reserve 4,000.00 500.00 4,000.00

(ii) Proposed dividend (including prior year 12,409.53 2,481.91 12,409.53

adjustments)

(iii) Tax on dividend 2,526.29 496.23 2,526.29

Balance carried over to the Balance Sheet 16,386.54 11,959.95 20,031.58

Operations

The operational performance is summarized below:

Standalone Standalone Consolidated 2015-16 2014-15 2015-16

Income 2,49,195.28 2,49,638.51 2,51,550.37

Profit before tax 34,349.09 8,078.06 34,884.63

Profit after tax 23,359.41 4,777.83 23,894.95

PVC Resin

Production - in (MTs) 2,46,901 2,35,049 2,46,901

Sale - in (MTs) 1,06,771 1,21,423 1,06,771

(excluding interdi visional): - in Rs lakhs 66,957.31 77,915.62 66,957.31

PVC Pipes and Fittings

Production - in (MTs) 2,07,163 1,85,679 2,07,163

Sale - in (MTs) 2,08,763 1,85,786 2,08,763 - in Rslakhs 1,78,216.58 1,69,381.76 1,78,216.58

Power

Production -in (MWh) 1,88,788 1,65,865 1,88,788

During the financial year, 30,000 MT p.a capacity was added to PVC pipes and fittings and, with this addition, the total capacity of PVC pipes and fittings stands at 2,80,000 MT p.a. The sales volumes for PVC pipes & fittings was 2,08,763 MT for the financial year ended 31st March, 2016 as against 1,85,786 MT for the financial year ended 31st March, 2015. Total income from operations was at Rs. 2,45,283.09 lakhs for financial year ended 31st March, 2016 against Rs. 2,47,614.93 lakhs for the financial year ended 31st March, 2015. Profit after tax was at Rs. 23,359.41 lakhs for the financial year ended 31st March, 2016 as against Rs. 4,777.83 lakhs for the financial year ended 31st March, 2015. During the year the Company reduced total debt by Rs. 42,555.70 lakhs.

Dividend

Your directors have recommended dividend on equity shares @ 100% (Rs. 10/- per equity share) which includes @ 25% (Rs. 2.50 per share) as Special Dividend for the financial year 2015-2016 to pay homage to late Mr. P. P. Chhabria, Founder Promoter of the Company. The final dividend on equity shares including corporate dividend tax, if approved by the Members, will absorb Rs. 14,935.82 lakhs.

Transfer to reserves

Your directors have proposed to transfer an amount of Rs. 4,000.00 lakhs to the general reserves. An amount of Rs. 20,031.58 lakhs is proposed to be retained in the statement of profit and loss.

Deposits

Your Company has not accepted any deposits, described under Chapter V of the Companies Act, 2013. Hence, no details to report pursuant to Rules 8 (5) (v) and 8 (5) (vi) of the Companies (Accounts) Rules, 2014.

Management discussion and analysis

Pursuant to Regulation 34 (2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"), a management discussion and analysis report forms a part of this annual report.

Consolidation of financial statements

As on end of the financial year, your Company does not have any subsidiary company. However, it does have two associate companies namely Finolex Plasson Industries Private Limited and Pawas Port Limited.

The consolidated financial statements as prepared pursuant to the provisions of section 129 of the Companies Act, 2013 and Schedule III of the Companies Act, 2013 are annexed and form part of this annual report.

Revision in financial statements

There has been no revision in the financial statements of the Company during the financial year 2015 - 2016.

Subsidiary and Associate Companies

As required under Rule 5 of the Companies (Accounts) Rules, 2014, Form AOC-1 of statement containing salient features of financial statements of the associate or joint venture companies is annexed and forms part of this annual report.

Pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014, the performance and financial position of the associate or joint venture companies included in the consolidated financial statements is annexed to and forms part of this annual report.

Further, it is reported pursuant to Rule 8(5) (iv) of the Companies (Accounts) Rules, 2014 that during the financial year 2015-16, Rajasthan Olive Cultivation Limited has ceased to be an associate company, in relation to the Company or joint venture company. Further, during the financial year 2015-16, no company has become an associate of the Company.

The Company has also formulated the policy on material subsidiaries in alignment with the provisions of Regulation 16(1) (c) of the Listing Regulations. As required under Regulation 46 (2) (h) of the Listing Regulations, the Material Subsidiary Policy has been displayed on the website of the Company www.finolexwater.com at the following link: http://www.finolexwater.com/policies- code-of-conduct/

Pursuant to Regulations 34(3) and 53(f) the related party disclosures as specified in Para A of Schedule V are as given below:

Sr. In the accounts of Disclosures of amounts at the year end and the maximum amount No loans/ advances/ Investments of outstanding during the year.

1 Holding Company - Loans and advances in the nature of loans to subsidiaries by name and No Holding amount. Company

- Loans and advances in the nature of loans to associates by name and amount.

- Loans and advances in the nature of loans to firms/ companies in which directors are interested by name and amount.

2 Subsidiary Same disclosures as applicable to the parent company in the accounts of No Subsi diary subsidiary company. Company

3 Holding Company Investments by the loanee in the shares of parent company and subsidiary No Holding company when the company has made a loan or advance in the nature Company of loan.

Directors'' Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, your directors, on the basis of information and documents made available to them, confirm that:

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

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

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

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

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

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

Corporate governance

A separate statement of corporate governance in compliance with corporate governance requirements specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 along with a compliance certificate obtained from M/s SVD & Associates, practicing company secretaries is annexed and forms part of this annual report.

Material changes and commitments

Your directors confirm that there are 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 and the date of this report.

Contracts or arrangements with related parties

The particulars of related party transactions are stated in the note no. 1.10 in financial statements, Annexures 2, 3 and 5(vi) of this report.

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business of the Company. There are no materially significant related party transactions made 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 approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee for their approval on a quarterly basis. The statement is supported by a Certificate from the Chief Financial Officer.

The Company has developed a Related Party Transactions Manual, Standard Operating Procedures for the purpose of identifying and monitoring such transactions.

The Related Party Transactions Policy of the Company approved by the Board of Directors of the Company (the "Board") is displayed on website of the Company www.finolexwater.com at the following link:http://www.finolexwater.com/policies-code-of-conduct/.

Risk management

During the financial year 2014-2015, your directors have constituted a Risk Management Committee. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming a part of the Board of Director''s Report.

The Company has a robust risk management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments. Risk management forms an integral part of the business planning and forecasting. The key business risks identified by the Company and its mitigation

plans are included in management discussion and analysis report.

Internal financial control

Pursuant to Rule 8 (5)(viii) of the Companies (Accounts) Rules, 2014, the details in respect of adequacy of internal financial controls with reference to the financial statement are given below.

The Company has an internal control system which includes internal financial controls, the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of business, including adherence to the Company''s policies, the safeguarding of the assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information commensurate with the size, scale and complexity of its operations.

The scope and authority of the internal auditor are defined by the audit committee from time to time. To maintain its objectivity and independence, the internal auditor reports its observations to the audit committee of the Board. The internal auditor monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of the internal auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Audit observations and corrective actions thereon are presented to the audit committee of the Board.

Directors and key managerial persons:

Pursuant to Sections 149 (1) and 161 of the Companies Act, 2013 read with Rule 8 (5) of the Companies (Accounts) Rules, 2014, the following details relating to directors and key managerial persons are reported:

The Board of your Company is duly constituted with proper balance of executive directors, non- executive directors and independent directors.

Reappointment of directors:

Reappointment of Mr. Sanjay S. Math as Director of the Company

Mr. Sanjay S. Math (DIN: 01874086) retires by rotation as Director at the ensuing annual general meeting and being eligible, offers himself for reappointment.

Reappointment of Mr.Prakash P. Chhabria as Whole-time Director designated as Executive Chairman and Mr. Sanjay S. Math as Managing Director, who shall be Whole-time Director

The Board at its meeting held on 21st October, 2011 had re-appointed Mr. Prakash P. Chhabria (DIN: 00016017) as Managing Director of the Company for a period of five years viz. 1st December, 2011 to 30th November, 2016. Further, the Board, at its meeting held on 20th June,

2012 has appointed Mr. Prakash P. Chhabria as Whole-time Director designated as Executive Chairman of the Company for the period from the close of business hours of 11th August, 2012 to 30th November, 2016.

The Board of Directors has appointed Mr. Sanjay S. Math (DIN: 01874086) as Whole-time Director designated as Director (Operations) for a period of five years from 4th February, 2012 to 3rd February, 2017.

The said appointments of Mr. Prakash P. Chhabria and Mr. Sanjay S. Math were approved by the Members at their thirty - first annual general meeting held on 11th August, 2012.

The Board of Directors at its meeting held on 21st May, 2016 has reappointed and fixed the remuneration on the recommendation of the Nomination and Remuneration Committee of:

1. Mr.Prakash P. Chhabria as Whole-time Director designated as Executive Chairman for a period of five years from 1st December, 2016.

2. Mr. Sanjay S. Math as Managing Director, who shall be Whole-time Director, for a period of five years from 1st December, 2016.

The resolutions for the appointments of Mr. Prakash P. Chhabria as Whole-time Director designated as Executive Chairman and Mr. Sanjay S. Math as Whole-time Director designated as Managing Director including payment of their remuneration are contained in the notice of the ensuing annual general meeting.

Mr. Prakash P. Chhabria, Executive Chairman, age 53 years is a Whole-time Director since March, 1992. Mr. Prakash P. Chhabria is B.Sc. in International Business from University of Evansville, USA has completed Advanced Management Programme from Wharton Business School, USA and has also completed an Executive Program from Stanford, USA. Mr. Prakash P. Chhabria is a well-known industrialist. He is a director on the Board of few public companies and private limited companies. Mr. Prakash P. Chhabria holds 1,70,749 equity shares of the Company.

Mr. Sanjay S. Math, age 60 years is B.E. (Chemicals), UDCT and PGDM, Mumbai. He is a member of American Institute of Chemical Engineering. He has to his credit 40 years of rich working experience in various projects and petrochemical plant operations. He has worked in reputed organizations like NOCIL, Bombay Dyeing, Rama Petrochemicals, SoudiYanbu Petrochemicals, Essar Refinery etc. Mr. Math has earlier worked with the Company at Ratnagiri from December 2004 to July 2008 as Director (Manufacturing). Mr. Sanjay S. Math holds 3,000 equity shares of the Company.

The Board recommends the appointments as stated above and payment of remuneration.

Retirement of Director

Mr. Saurabh S. Dhanorkar, Managing Director is to retire on 30th November, 2016 after 33 years of dedication to the Company. The Board of Directors at its meeting held on 21st May, 2016 has considered and approved the retirement of Mr. Saurabh S. Dhanorkar, Managing Director and also Key Managerial Personnel with effect from the end of the current term of appointment i.e. 30th November, 2016. The Board appreciates the loyalty and commitment of Mr. Saurabh S. Dhanorkar to the Company.

Independent directors

The Members approved the appointments of Mr. Sanjay K. Asher, Mr. Kanaiyalal N. Atmaramani, Mr. Dara N. Damania, Mr. Shrikrishna N. Inamdar Mr. Prabhakar D. Karandikar and Dr. Sunil U. Pathak as independent directors for a period of five years effective 20th September, 2014, who are not liable to retire by rotation. The terms and conditions of the appointment of independent directors are as per Schedule IV of the Companies Act, 2013. Pursuant to section 149(7) of the Companies Act, 2013, all independent directors have given declarations for the financial year 2016-2017 that they meet the criteria of independence as laid down under section 149 (6).

Key managerial personnel

The Board has designated Mr. Saurabh S. Dhanorkar, Managing Director, Mr. Anil V. Whabi, Chief Financial Officer and Mr. Umesh M. Gosavi, Company Secretary as the Key Managerial Personnel of your Company for financial year 2015-16.

Training and familiarization programme for directors

The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize themselves with the Company''s procedures and practices.

Periodic presentations are made at the Board and Board Committee Meetings on business and performance updates of the Company, global business environment, business strategy and risks involved.

Detailed presentations on the Company''s business segments were made at the separate meetings of the independent directors held during the year.

Quarterly updates on relevant statutory changes and landmark judicial pronouncements encompassing important laws are regularly circulated to the Directors.

In compliance of the Regulation 25 (7) of the Listing Regulations, the Company has adopted the familiarization programme for independent directors with an aim to provide to the independent directors insight in their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc.

The details of the familiarization programme for independent directors are available on the website of the Company http://www.finolexwater.com/wp-content/uploads/2015/07/File-5-Directors- familarization-program1.pdf.

Policy on directors'' appointment and remuneration

The Nomination and Remuneration Committee of the Company is governed by a terms of reference. The Company''s nomination and remuneration policy includes directors'' appointment and remuneration including the criteria for determining qualifications, positive attributes, independence of a director and other details are furnished in Annexure 1.

Annual evaluation by the Board of its own performance and that of its committees and individual directors

The Company has devised a policy for performance evaluation of independent directors, Board, Committees and other individual Directors which include criteria such as qualification, positive attributes, area of expertise and number of directorship and memberships held in various committee in other companies by such person for performance evaluation of the non-executive directors and executive directors.

The nomination and remuneration policy, inter alia, giving details about the policy on directors'' appointment and remuneration including the criteria for determining qualifications, positive attributes, independence and other details are included in the nomination and remuneration policy annexed herewith.

Remuneration of Directors and key managerial personnel

Pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details of remuneration of directors and key managerial personnel are as furnished in Annexure 2.

Particulars of Employees

Disclosure pertaining to remuneration and other details as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are furnished in Annexure 3.

Auditors and Auditor''s Report:

Auditors

Pursuant to section 139 of the Companies Act, 2013, M/s. P. G. Bhagwat, Chartered Accountants, Pune were appointed as auditors until the conclusion of the annual general meeting to be held in the year 2017 (subject to ratification of their appointment at every annual general meeting) on such remuneration as shall be fixed by the Board. M/s. P. G. Bhagwat has issued a certificate of eligibility pursuant to section 141 of the Companies Act, 2013. Your directors recommend the ratification of the appointment of M/s. P. G. Bhagwat, Chartered Accountants, Pune from the conclusion of the annual general meeting of the Company to be held in the year 2016 until the conclusion of annual general meeting to be held in the year 2017.

Appointment of cost auditors

The Board at its meeting held on 21st May, 2016 has, on the recommendation of the Audit Committee, reappointed M/s. S. R. Bhargave & Co. as cost auditors for carrying out audit of cost accounting records of the Company for the financial year ending 31st March, 2017. Pursuant to the provisions of section 148 of the Companies Act, 2013 and rules made thereunder, the ratification by the Members is necessary for the payment of remuneration to cost auditors. Your directors recommend the same.

Secretarial audit report

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. SVD & Associates, Company Secretaries in practice, Pune to undertake the secretarial audit of the Company. The secretarial audit report for the financial year 2015-16 is annexed herewith and marked as Annexure 4.

There is no qualification, reservation or adverse remark or disclaimer made by the company secretary in practice in his Secretarial Audit Report for the financial year 2015-16.

Disclosures:

Pursuant to section 134(3) (a) to (q), there are certain items that are required to be reported by the Company in the Director''s report. Your directors are pleased to furnish the required details as under:

Committees of directors and key managerial persons

The details of the committee of the directors and key managerial persons pursuant to the Listing Regulations, and the Companies Act, 2013 are described in the corporate governance report of the annual report.

Audit Committee

The Audit Committee has been duly constituted as required under the provisions of the Companies Act, 2013 and the Listing Regulations.

The details pertaining to the composition of the Audit Committee, required to be given pursuant to Section 177 (8) of the Companies Act, 2013, are given in the corporate governance report section of the annual report on page no.73. There are no instances of the Board not having accepted the recommendation of the Audit Committee during the financial year 2015-16.

Number of meetings of the Board

During the year under review, five meetings of the Board of Directors were held. The details of the meetings are provided in the corporate governance report on page no. 73.

Extract of Annual return

Pursuant to section 134(3)(a) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the extract of annual return in the prescribed format MGT-9 is annexed herewith and marked as Annexure 5.

Vigil mechanism / Whistle blower policy

Pursuant to section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, the Company has established a vigil mechanism named Whistle Blower Policy (the "WBP") to report genuine concerns to the Chairman of the Audit Committee. The WBP provides adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee in exceptional cases as envisaged under the WBP. The details of the WBP are explained in the corporate governance report and also posted on the website of the Company. The Company affirms that no director or employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. Further, no complaint was received by the Chairman of the Audit Committee during the year.

Sexual harassment policy

The Company has in place a policy on prevention of sexual harassment of its employees at the workplace. In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, an Internal Complaints Committee has been constituted by the Company to redress the complaints received regarding sexual harassment. Your directors state that during the year under review, there was no case filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Insider Trading

In compliance with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and to preserve the confidentiality and prevent misuse of unpublished price sensitive information, the Company has adopted a Code of Conduct to Regulate, Monitor and Report Trading by Insiders (''Insider Trading Code'') and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (''Code of Fair Disclosure'').

The Insider Trading Code is intended to prevent misuse of unpublished price sensitive information by insiders and connected persons and ensure that the Directors and specified persons of the Company and their dependents shall not derive any benefit or assist others to derive any benefit from access to and possession of price sensitive information about the Company which is not in the public domain, that is to say, insider information.

The Code of Fair Disclosure ensures that the affairs of the Company are managed in a fair, transparent and ethical manner keeping in view the needs and interest of all the stakeholders.

Particulars of loans, guarantees or investments

Pursuant to section 186 of the Companies Act, 2013, the details, as applicable, of loans given, investments made or guarantees given are given in note nos. 12, 13 and 15 to the financial statements for the financial year 2015- 2016 on page nos. 113, 114 and 115 of the annual report.

It is clarified that the Company has no loans/advances and investments in its own shares.

Significant and material orders passed by the regulators or courts or tribunals

Pursuant to Rule 8 (5) (vii) of the Companies (Accounts) Rules, 2014, it is reported that no significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status of the Company and the Company''s operations in future.

Shares

Employee stock option scheme

The paid-up equity share capital as on 31st March, 2016 was Rs.12409.53 lakhs. During the year under review, your directors confirm that no shares were issued under the subsisting Finolex Industries Limited - Employee Stock Option Scheme/ Plan (ESOP) of the Company.

Sweat equity shares and equity shares with differential voting rights

Your directors confirm that neither sweat equity shares nor equity shares with differential voting rights have been issued by the Company during the year under review.

The conservation of energy, technology absorption, foreign exchange earnings and outgo

Your Company is committed to achieve the highest standards of environmental excellence by adopting environmentally sustainable and effective operating systems and processes in its plants. Your Company has put in place internationally acclaimed Environment Management System under ISO 14001 certification at Ratnagiri. Your Company in compliance with all applicable environmental regulations in respect of air, water, noise, hazardous waste, e-waste etc. to mitigate potential environment impact on society.

Your Company''s manufacturing plants are well equipped with firefighting & safety equipment. In addition, your Company''s PVC resin manufacturing plant at Ratnagiri has put in place a process for safety system with well-equipped firefighting facilities. The plant has its own fire tenders which are capable of performing fire and rescue services for all types of emergencies. Fire tenders are sent on fire calls in villages/communities nearby as well as for attending calls in Ratnagiri city and industries around Ratnagiri. To keep firefighting system up-to-date and alert, mock drills and fire drills are performed through-out the year as per "On site Emergency Management Plan" with participation of all key personnel in the factory premises. Demonstration drills are performed in nearby schools and other establishments for the benefit of the public at large. Your Company believes this is an excellent example of "Service beyond self.

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required to be given under section 134(3) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed herewith and marked as Annexure 6.

Business responsibility statement

Business Responsibility Report as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 has been hosted on the website of the Company www.finolexwater.com as is available to all the members, and should be deemed as contain in this annual report. A physical copy of the Business Responsibility Report will be made available on a request by any member in writing to the Company Secretaty at the registered office of the Company. During the year under review, your Company continued its focus on various initiatives on environments, social and governance perspective and the details of the same are given below.

Prevention of Air Pollution

Your Company has installed processes to comply with the requirement of National Ambient Air Quality Standards. All 12 parameters including particulate matters, sulfur dioxide and oxides of nitrogen are analyzed as per the standards. All stack emissions are also regularly monitored and the flue gas quality is under control as per specification laid down by respective Pollution Control Boards.

Zero Effluent Discharge

As a part of its endeavor to keep the environment and water bodies, around its plants at Ratnagiri free from contaminants and pollution, your Company has successfully achieved its goal for zero discharge of its treated effluent outside the plant premises partly by recycling it back in the system and by using the remaining for irrigation of tree plantation within the plant premises. The pipes and fittings manufacturing plant do not generate any effluent and are free from pollution. Ground water quality is monitored regularly by sampling and analysis of borewell water.

Effluent Treatment Plant

The aqueous effluent generated during the PVC manufacturing processes undergoes various treatments in your Company''s world class effluent treatment plants such as equalization, flocculation, floc separation, aeration activated sludge process, clarification, polishing using activated carbon filter etc. The treated effluent is checked regularly to ensure that it meets with Pollution Control Board specifications.

Effluent Recycle Plant

Part of the treated effluent undergoes further treatment in effluent recycle plant such as biological treatment, phosphate removal, ultra filtration and demineralization process for recycling it in the plant operations.

Tree Plantation

Remaining treated effluent fit for irrigation is used for growing trees planted in the plant premises. Your Company has planted and nurtured close to 50,000 trees of different varieties including fruit bearing trees such as mangoes, chikoo, cashew, coconut etc. within the PVC manufacturing plant and captive power plant premises. Tree Plantation activity is carried out annually during the week-long celebrations of World Environment Day commencing on 5th June every year.

Rain water harvesting

Your Company has built two large reservoirs which help in collecting rain water from nearby land. Also, these reservoirs are filled by pumping water from a dam on nearby river. This dam has also helped in bringing up the ground water table in the nearby vicinity.

Corporate social responsibility

Pursuant to section 135 of the Companies Act, 2013, during 2015, the Board has constituted Corporate Social Responsibility (CSR) Committee and also framed the corporate social responsibility policy. The details of CSR Committee are given in the corporate governance report section of this report.

The corporate social responsibility policy of the Company is displayed on website of the Company www.finolexwater.com at the following link: http://www.finolexwater.com/policies-code-of- conduct/.

As a responsible corporate citizen, your Company actively contributes to the social and economic development of the communities in and around its plants'' locations. Your Company in association with Mukul Madhav Foundation ("MMF"), a charitable trust, has partnered in this journey for many years. Your Company has been actively contributing to the social and economic development of the underprivileged in the villages in and around your Company''s plants situated at Ratnagiri and Urse in the state of Maharashtra and Masar in the state of Gujarat. Special focus has been placed on education, health care, community development, environment and self-development.

The CSR activities carried out by your company through MMF is headed by Mrs. Ritu P. Chhabria, Director, a driving force in accompnishing the activities on day-to-day basis.

During the financial year 2015-16, your Company in association with MMF has incurred expenditure on various CSR activities aggregating to Rs.352 lakhs against the mandatory CSR expenses of Rs.317 lakhs.

While a detailed report on the CSR activities is annexed as Annexure 7. The details of the activities undertaken by your Company in association with MMF are circulated seperately and is displayed on website of the Company www.finolexwater.com.

Cautionary statement

Statements in the Board of Directors'' Report and the Management Discussion & Analysis describing the Company''s objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

Acknowledgements

Your directors take this opportunity to place on record their sense of gratitude to the banks, financial institutions, central and state government departments and their local authorities for their guidance and support. Your directors are also grateful to the customers, suppliers and business associates of the Company for their continued co-operation and support. Your directors express their deep appreciation for the commitment, dedication and hard work put in by the employees at all levels. Lastly, your directors are grateful for the confidence and faith shown in them by the Members of the Company.

For and on behalf of the Board of Directors

Prakash P. Chhabria

Place: Pune Executive Chairman

Date: 21st May, 2016 DIN: 00016017


Mar 31, 2015

Dear Members,

The directors have pleasure in presenting the thirty-fourth annual report together with the audited accounts for the year ended 31st March, 2015.

State of the Company's affairs:

Financial Results (Rs. in lakhs)

2014-15 2013-14

Profit before depreciation & finance charges 19,922.18 37,052.54

Less:

Finance charges 5,976.70 6,637.17

Profit before depreciation and taxation 13,945.48 30,415.37

Deductions for:

i) Depreciation 5,867.42 6,229.18

ii) Provision for taxation 3,300.23 7,171.53

Profit after depreciation and taxation 4,777.83 17,014.66

Add:

Surplus of Profit and Loss account of earlier 12,688.83 9,837.14 year

Less:

Depreciation as per Schedule II 2,028.57 -

Note 7(b) of the Companies Act, 2013

Appropriations:

(i) General reserve 500.00 4,000.00

(ii) Proposed dividend (including prior 2,481.91 8,686.67 year adjustments)

(iii) Tax on dividend 496.23 1,476.30

Balance carried over to the Balance Sheet 11,959.95 12,688.83

Operations

The operational performance is summarized below:

Income 2,49,638.51 2,49,671.13

Profit before tax 8,078.06 24,186.19

Profit after tax 4,777.83 17,014.66

PVC Resin

Production - in (MTs) 2,35,049 2,52,236

Sale in (MTs) 1,21,423 1,24,122

(excluding interdivisional): -in Rs. lakhs 77,915.62 87,441.07

PVC Pipes and Fittings

Production - in (MTs) 1,85,679 1,85,134

Sale in (MTs) 1,85,786 1,76,899

-in Rs. lakhs 1,69,381.76 1,56,326.64

Power

Production - in (MW) 1,65,865 2,37,929

Dividend

Your directors have recommended dividend on equity shares @ 20% (Rs. 2/- per equity share) for the financial year 2014-2015. The final dividend on equity shares including corporate dividend tax, if approved by the members, will absorb Rs. 2,978.14 lakhs.

Transfer to reserves

Your directors proposed to transfer an amount of Rs. 500 lakhs to the general reserves. An amount of Rs. 11,959.95 lakhs is proposed to be retained in the statement of profit and loss.

Deposits

Your Company has not accepted any deposits, described under Chapter V of the Companies Act, 2013. Hence, no details to report pursuant to Rules 8 (5) (v) and 8 (5) (vi) of the Companies (Accounts) Rules, 2014.

Management discussion and analysis

Pursuant to clause 49 VIII D of the listing agreements entered into with stock exchanges (the "Listing Agreement"), management discussion and analysis report of financial condition and results of operations has been reviewed by the audit committee and the same is forming a part of this annual report.

Consolidation of financial statements

Your Company does not have any subsidiary company, however it does have associate companies. Pursuant to section 129(3) and other applicable provisions of the Companies Act, 2013 (the "Act"), read with the Companies (Accounts) Rules, 2014, as amended, the Accounting Standards issued by the Institute of Chartered Accountants of India including amendments made thereto, the Company is not required to prepare consolidated financial statements for the financial year 2014-15.

Revision in financial statements

There has been no revision in the financial statements of the Company during the financial year 2014-2015.

Subsidiary and Associate Companies

Pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014, the performance and financial position of the Associate companies of the Company is not required to be given as stated above. The Company has no subsidiary or joint venture company.

Further, it is reported that pursuant to Rule 8(5)(iv) of the Companies (Accounts) Rules, 2014 that no company has become an associate of the Company during the financial year 2014-15. Further, no company has ceased to be an associate company of the Company during the financial year 2014-15.

The Company has also formulated the policy on material subsidiary pursuant to the provisions of clause 49 of the Listing Agreement. The Material Subsidiary Policy has been displayed on website of the Company www.finolexwater.com at link at http://www.finolexwater.com/policies- code-of-conduct/

Directors' Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, your directors, on the basis of information and documents made available to them, confirm that:

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

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

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

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

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

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

Corporate governance

Pursuant to clause 49 of the Listing Agreements, a separate section on corporate governance and a certificate obtained from the auditors of the Company regarding compliance with the conditions of corporate governance is forming a part of this annual report, which includes:

(i) all elements of remuneration package such as salary, benefits, bonus, stock options, pension, etc. of all the directors;

(ii) details of fixed component and performance linked incentives along with performance criteria;

(iii) service contracts, notice period, severance fees;

(iv) stock option details, if any, and whether the same has been issued at a discount as well as period over which accrued and over which exercisable.

Material changes and commitments

Your directors confirm that there are 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 and the date of this report.

Contracts or arrangements with related parties

The particulars of related party transactions are stated in the note no. 1.9 in financial statements, annexures 2, 3 and 5 (iv) of this report.

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business of the Company. There are no materially significant related party transactions made 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 approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee for their approval on a quarterly basis. The statement is supported by a Certificate from the Chief Financial Officer.

The Company has developed a Related Party Transactions Manual, Standard Operating Procedures for the purpose of identifying and monitoring such transactions.

The Related Party Transactions Policy of the Company approved by the Board of Directors of the Company (the "Board") is displayed on website of the Company www.finolexwater.com at link at http://www.finolexwater.com/policies-code-of-conduct/.

Risk management

During the year, your directors have constituted a Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming a part of the Board's Report.

The Company has a robust risk management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments. Risk management forms an integral part of the business planning and forecasting. The key business risks identified by the Company and its mitigation plans are included in management discussion and analysis report.

Internal financial control

Pursuant to Rule 8 (5) (viii) of the Companies (Accounts) Rules, 2014, the details in respect of adequacy of internal financial controls with reference to the financial statement are given below:

The Company has an internal control system which includes internal financial controls, the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of business, including adherence to the Company's policies, the safeguarding of the assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information, commensurate with the size, scale and complexity of its operations.

The scope and authority of the internal auditor have be defined by the audit committee from time to time. To maintain its objectivity and independence,the internal auditor reports its observations to the audit committee of the Board. The internal auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems,accounting procedures and policies at all locations of the Company. Based on the report of the internal auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Audit observations and corrective actions thereon are presented to the audit committee of the Board.

Directors and key managerial persons:

Pursuant to sections 149 (1) and 161 of the Companies Act, 2013 (the "Act") read with Rule 8 (5) of the Companies (Accounts) Rules, 2014 and provisions of the 49 (IIA1) of the Listing Agreements, the following details relating to directors and key managerial persons are reported:

The Board of your Company is duly constituted with proper balance of executive directors, non executive directors and independent directors.

Appointment of woman director

During the financial year 2014-15, that is to say, the year under review, your directors have appointed Mrs. Ritu P. Chhabria as an additional director (Woman director) to hold the office with effect from 21st March, 2015 up to the date of ensuing annual general meeting of the Company. Notice has been received from a member of the Company proposing Mrs. Ritu P. Chhabria as a candidate for the office of director of the Company. She is part of promoters' group and related to Mr. Prakash P. Chhabria, Executive Chairman of the Company. Your directors recommend the appointment of Mrs. Ritu P. Chhabria as a director on the Board of the Company.

Re-appointment of director

Mr. Saurabh S. Dhanorkar, Managing Director, retires by rotation and being eligible, offers himself for the reappointment.

None of the other directors are related inter-se except Mr. Prakash P. Chhabria and Mrs. Ritu P. Chhabria who are related to each other.

Appointment of key managerial person

The Board at the meeting held on 26th July, 2014, on recommendation of nomination and remuneration committee, appointed Mr. Anil V. Whabi, as president finance and chief financial officer with effect from 11th August, 2014. The Board has also designated Mr. Saurabh S. Dhanorkar, Managing Director and Mr. Umesh M. Gosavi, Company Secretary as Key Managerial Personnel.

Independent directors

During the year under review, the members approved the appointments of Mr. Sanjay K. Asher, Mr. Kanaiyalal N. Atmaramani, Mr. Dara N. Damania, Mr. Shrikrishna N. Inamdar, Mr. Prabhakar D. Karandikar and Dr. Sunil U. Pathak as independent directors who are not liable to retire by rotation. Pursuant to section 149(7) of the Act, all independent directors have given declarations for the financial year 2015-16 that they meet the criteria of independence as laid down under section 149 (6) the Act and clause 49 of the Listing Agreement.

Training and familiarisation programme for directors

The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarise themselves with the Company's procedures and practices.

Periodic presentations are made at the Board and Board Committee Meetings, on business and performance updates of the Company, global business environment, business strategy and risks involved.

Detailed presentations on the Company's business segments were made at the separate meetings of the independent directors held during the year.

Quarterly updates on relevant statutory changes and landmark judicial pronouncements encompassing important laws are regularly circulated to the Directors.

Pursuant to clause 49 (II) (B) (7) of the Listing Agreement, the Company has adopted the familiarisation programme for independent directors with an aim to provide to the independent directors insight in their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc.

The details of the familiarisation programme for independent directors are available on the website of the Company www.finolexwater.com at link at http://www.finolexwater.com/policies- code-of-conduct/.

Policy on directors' appointment and remuneration

The Nomination and Remuneration Committee of the Company is governed by a terms of reference. The Company's nomination and remuneration policy includes directors' appointment and remuneration including the criteria for determining qualifications, positive attributes, independence of a director and other details are furnished in Annexure 1.

Annual evaluation by the Board of its own performance and that of its committees and individual directors

The Company has devised a policy for performance evaluation of independent directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

The nomination and remuneration policy, inter alia, giving details about the policy on directors' appointment and remuneration including the criteria for determining qualifications, positive attributes, independence and other details are included in nomination and remuneration policy attached herewith.

Remuneration of Directors and key managerial personnel

Pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details of remuneration of directors and key managerial personnel are as furnished in Annexure 2.

Particulars of Employees

Pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details of employees as required are furnished in Annexure 3.

Auditors and Auditors' report:

Auditors

Pursuant to section 139 of the Companies Act, 2013, M/s. P. G. Bhagwat, Chartered Accountants, Pune was appointed as auditors until the conclusion of the annual general meeting to be held in the year 2017 (subject to ratification of their appointment at every annual general meeting) on such remuneration as shall be fixed by the Board, M/s. P. G. Bhagwat has issued a certificate of eligibility pursuant to section 141 of the Companies Act, 2013. Your directors recommend the ratification of the appointment of M/s. P. G. Bhagwat, Chartered Accountants, Pune from the conclusion of the annual general meeting of the Company to be held in the year 2015 until the conclusion of annual general meeting to be held in the year 2016.

Appointment of cost auditors

The Board at its meeting held on 28th May, 2015 has reappointed M/s. S. R. Bhargave & Co. as cost auditors for carrying out audit of cost accounting records of the Company for the financial year ending 31st March, 2016. Pursuant to the provisions of section 148 of the Companies Act, 2013 and rules made thereunder, the ratification of the members is necessary for the payment of remuneration to cost auditors. Your directors recommend the same.

Secretarial audit report

Pursuant to the provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. SVD & Associates, Company Secretaries in practice, Pune to undertake the secretarial audit of the Company. The secretarial audit report for the financial year 2014-15 is annexed herewith and marked as Annexure 4.

There is no qualification, reservation or adverse remark or disclaimer made (i) by the auditor in his report; and (ii) by the company secretary in practice in his Secretarial Audit Report for the financial year 2014-15.

Disclosures:

Pursuant to section 134(3)(a) to (q) there are certain items are required to report by the Company in Directors' report. Your directors are pleased to furnish the required details as under:

Committees of directors and key managerial persons

The details of the committee of the directors and key managerial persons pursuant to the Listing Agreement and the Companies Act, 2013 are described in the corporate governance report of the annual report.

Audit Committee

The details pertaining to the composition of the Audit Committee required to be given pursuant to section 177 (8) of the Companies Act, 2013 are given in the corporate governance report section of the annual report on page no. 58. There are no instances of the Board not accepting the recommendation of the Audit Committee during the financial year 2014-15.

Number of meetings of the Board

During the year under review, five meetings of the Board of Directors were held. The details of the meetings are provided in the corporate governance report on page no. 59.

Extract of Annual return

Pursuant to section 134(3)(a) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the extract of annual return in the prescribed format MGT-9 is attached herewith and marked as Annexure 5.

Vigil mechanism / Whistle blower policy

Pursuant to section 177(9) and (10) of the Act and clause 49 of the Listing Agreement, the Company has established a vigil mechanism named Whistle Blower Policy (the "WBP") to report genuine concerns to the Chairman of the Audit Committee. The WBP provides adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee in exceptional cases as envisaged under the WBP. The details of the WBP are explained in the corporate governance report and also posted on the website of the Company.

Sexual harassment policy

The Company has in place a policy on prevention of sexual harassment of its employees at the workplace. In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, an Internal Complaints Committee has been constituted by the Company to redress the complaints received regarding sexual harassment. Your directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Insider Trading

In compliance with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 and to preserve the confidentiality and prevent misuse of unpublished price sensitive information, the Company has adopted a Code of Conduct to Regulate, Monitor and Report Trading by Insiders ('Insider Trading Code') and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ('Code of Fair Disclosure').

The Insider Trading Code is intended to prevent misuse of Unpublished Price Sensitive Information by insiders and connected persons and ensure that the Directors and specified persons of the Company and their dependents shall not derive any benefit or assist others to derive any benefit from access to and possession of price sensitive information about the Company which is not in the public domain, that is to say, Insider information.

The Code of Fair Disclosure ensures that the affairs of the Company are managed in a fair, transparent and ethical manner keeping in view the needs and interest of all the stakeholders.

Particulars of loans, guarantees and investments

Pursuant to section 186 of the Companies Act, 2013, the details of loans given, investments made or guarantee given are given in note nos. 13, 14 & 16 to the financial statements for the financial year 2014- 2015 on page nos. 87 & 88 of the annual report.

Pursuant to clause 32 of the Listing Agreement, it is clarified that the Company has no loans/ advances and investments in its own shares.

No loans have been given by the Company to persons in its employment, directors or key managerial personnel.

Significant and material orders passed by the regulators or courts or tribunals

Pursuant to Rule 8 (5) (vii) of the Companies (Accounts) Rules, 2014, it is reported that no significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status of the Company and the Company's operations in future.

Shares

Employee stock option scheme

The paid-up equity share capital as on 31st March, 2015 was Rs. 1,240.93 lakhs. During the year under review, your directors confirm that no shares are issued under stock option.

Sweat equity shares and equity shares with differential voting rights

Your directors confirm that neither sweat equity shares nor equity shares with differential voting rights have been issued by the Company.

The conservation of energy, technology absorption, foreign exchange earnings and outgo

Your Company is committed to achieve the highest standards of environmental excellence by adopting environmentally sustainable and effective operating systems and processes in its plants. Your Company has put in place internationally acclaimed Environment Management System under ISO 14001 certification at Ratnagiri. Your Company in compliance with all applicable environmental regulations in respect of air, water, noise, hazardous waste, e-waste etc. to mitigate potential environment impact on society.

Your Company's manufacturing plants are well equipped with firefighting & safety equipment. In addition, your Company's PVC resin manufacturing plant at Ratnagiri has put in place a process safety system with well-equipped firefighting facilities. The plant has its own fire tenders which are capable of performing fire and rescue services for all types of emergencies. Fire tenders are sent on fire calls in villages/communities nearby as well as for attending calls in Ratnagiri city and industries around Ratnagiri. To keep firefighting system up-to-date and alert, mock drills and fire drills are performed through-out the year as per "On site Emergency Management Plan" with participation of all key personnel in the factory premises. Demonstration drills are performed in nearby schools and other establishments for the benefit of the public at large. Your Company believes, this is an excellent example of "Service beyond self'.

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required to be given is annexed herewith and marked as Annexure 6

Business responsibility statement:

Your Company continues its focus on various initiatives on environments, social and governance prospective. As stipulated in clause 55 of the Listing Agreement, the details of business responsibility are given below.

Prevention of Air Pollution

Your Company has installed processes in place to comply with the requirement of National Ambient Air Quality Standards. All 12 parameters including particulate matters, sulfur dioxide and oxides of nitrogen are analyzed as per the standards. All stack emissions are also regularly monitored and the flue gas quality is under control as per specification laid down by respective pollution control boards.

Zero Effluent Discharge

As a part of its endeavor to keep the environment and water bodies, around its plants at Ratnagiri, free from contaminants and pollution, your Company has successfully achieved its goal for zero discharge of its treated effluent outside the plant premises partly by recycling it back in the system and by using the remaining for irrigation of tree plantation within the plant premises. The pipes and fittings manufacturing plant does not generate any effluents and are free from pollution. Ground water quality is monitored regularly by sampling and analysis of bore well water.

Effluent Treatment Plant

The aqueous effluent generated during the PVC manufacturing processes, undergoes various treatments in your Company's world class effluent treatment plants such as equalization, flocculation, floc separation, aeration activated sludge process, clarification, polishing using activated carbon filter etc. The treated effluent is checked every day to ensure that it meets with MPCB specifications.

Effluent Recycle Plant

Part of the treated effluent undergoes further treatment in effluent recycle plant such as biological treatment, phosphate removal, ultra filtration and demineralization process for recycling it in the plant operations.

Tree Plantation

Remaining treated effluent fit for irrigation is used for growing trees planted in the plant premises. Your Company has planted and nurtured close to 50,000 trees of different varieties including fruit bearing trees such as mangoes, chikoo, cashew, coconut etc. within the PVC manufacturing plant and captive power plant premises. Tree Plantation activity is carried out annually during the week- long celebrations of World environment Day commencing on 5th June every year.

Rain water harvesting

Your Company has built two large reservoirs which help in collecting rain water from nearby land. Also these reservoirs are filled by pumping water from a dam on nearby river. This dam has also helped in bringing up the ground water table in the nearby vicinity.

Corporate social responsibility:

Pursuant to section 135 of the Act, the Board has constituted Corporate Social Responsibility Committee (CSR) and also framed the corporate social responsibility policy. The details of CSR Committee are given in corporate governance report section of the annual report on page no. 66.

The corporate social responsibility policy of the Company displayed on website of the Company www.finolexwater.com at link at http://www.finolexwater.com/policies-code-of-conduct/.

As a responsible corporate citizen, your Company actively contributes to the social and economic development of the communities in and around the plants' locations. Your Company in association with Mukul Madhav Foundation ("MMF"), a charitable trust, have partnered in this journey for many years. Your Company has been actively contributing to the social and economic development of the underprivileged in the villages in and around your Company's plants situated at Ratnagiri and Urse in the state of Maharashtra and Masar in the state of Gujarat. Special focus has been placed on education, health care, community development, environment and self-development.

Your Company has incurred expenditure on various CSR activities aggregating to Rs. 383.86 lakhs during the financial year 2014-15. The details of the few of the activities undertaken by your Company in association with MMF are stated below. The detailed report on the CSR activities is attached as Annexure 7.

Some of the activities undertaken by your Company in association with MMF are stated below:

I. Education

Mukul Madhav Vidyalaya - A school with a difference

Working in and around the villages of Ratnagiri, your Company felt a desperate need for rural upliftment through basic and dynamic education hence your Company in association with MMF started upgrading and uplifting existing schools with toilets, water tanks, computers, books and sports equipment. In 2008, your Company leased 10 acres of land to MMF for establishment of a school on the outskirts of Ratnagiri. Mukul Madhav Vidyalaya was established in 2010 to provide education in English as the primary medium of instruction at a nominal cost for the benefit of socially and economically underprivileged children. The school was established with150 students from nursery to I standard and the school now boasts of over 497 students. These students are the first generation (of farmers' and fishermen's children) to study in an English medium school. In order to meet the day-to- day requirements of the school children, MMF has developed the infrastructure of Mukul Madhav Vidyalaya.

The school is equipped with computers, LCD screens and a library, enabling the outside world to enter the school and enrich the lives of both the student's and their teachers. The teachers undergo ongoing training programmes to ensure that their knowledge and skills are up-to-date with constant training in Pune and visiting faculty.

Our CSR activities at Masar, a village in the State of Gujarat, are still in the initial stages. Your Company recently started extending financial assistance and support to two schools, Prathamik School and Girdhar Vidhyalaya. Both these schools are located very close to your Company's plant.

Your Company has provided benches and desks, tables for the teachers, and computers so that the students can learn using internet. In order to encourage the students in pursuing education, your Company has awarded scholarships and prizes to the top performers and deserving students. We are tying up with fellows of Teach for India to start English classes.

Scholarships / Educational assistance

Your Company provides financial assistance to deserving students, for their primary and secondary education as well those wishing to pursue their higher education in the fields of engineering, architecture and doctorate programmes. It donated Rs. 1 lakh to Shri Shahu Shikshan Prasarak Seva Mandal (Mrs. Vijayadevi Yadav International School). It also supported 5 kids pursuing with engineering and donated school uniforms, shoes, notebooks, books to schools at Panchgani. The foundation has setup fellowships for resident doctors at reputed hospitals. Doctors studying for their post-graduation are eligible to avail this fellowship programme. These resident doctors are trained under experienced doctors associated with these hospitals. The trained doctors are entitled to additional financial help, should they need it for setting up their own clinic/practice.

II. Health

Free health checkup camps

Free health checkup camps were organized at twenty four municipal schools in and around Ratnagiri and Pune. In aggregate, 8,124 school children benefit from these medical camps annually.

Finolex Women's Well-Being Clinic at Ratnagiri

Women in and around Ratnagiri had to travel out of the city for undergoing mammography and colposcopy tests. Identifying the need, a mammography machine was set up by your Company at Parkar Hospital in Ratnagiri. Reports are sent to Prashanti Cancer Care Mission online and renowned Oncologist Dr. C.B. Koppiker visits the center once in 3 months. Women in and around Ratnagiri have been benefiting from these tests which are available at a subsidized cost. It is now possible to have access to the best possible diagnosis and expert opinion from Prashanti Cancer Care Mission, Pune.

History was created on 7th June, 2014 at Ratnagiri when the first ever "Therapeutic Mam- moplasty" was carried out by Dr. Koppiker. The patient was diagnosed under diagnostics at "Finolex Women's Well-Being Clinic".

Cardiac Surgeries by Healing Little Hearts team

Healing Little Hearts ("HLH") is a registered charity set up in UK. With the objective to carry out free pediatric heart surgeries in India, the team consists of doctors who specialize in operating on underweight children suffering from congenital heart diseases and in post operative care. Teams of specialized doctors visit Pune, every quarter.

During the current financial year, your Company and MMF has initiated the project and invited HLH team to visit Pune. In the financial year 2014-15, HLH team conducted 68 cardiac surgeries. HLH team carried out cardiac surgeries for the privileged and underprivileged children. All these surgeries took place at Ruby Hall Clinic, Pune.

MMF has also sponsored a lot of patients who underwent Cochlear Implant at Sanwad Speech and Hearing Clinic.

Fund Raiser Event for Make A Wish Foundation

Your Company along with MMF hosted a fund raising program for Make A Wish Foundation ("MAW') at Pune. MAW has been dedicated in granting the most cherished wish of children between the age group of 3 and 18 years, living with life-threatening illnesses. In this event, several corporate and individual donors participated in the auction and donated for this charitable cause. Through this fundraiser, MMF also raised funds for various projects and medical appeals for the treatment of needy patients.

Breast Cancer Awareness Symposium

Your Company along with MMF organized a "Breast Cancer Awareness Symposium," on 24th July, 2014 at Pune in association with Prashanti Cancer Care Mission. The event was a grand success as about 1,000 women participated in this eye opening event where MMF had invited a panel of experts, who spoke about importance of early detection, prevention and education related to breast cancer.

Donations made to Zilla Parishad School, Urse

Your Company in association with MMF set up a computer lab at Zilla Parishad School, Urse, which includes 15 branded computers and set of 15 tables and chairs, air conditioned computer lab for use of the students at the school. Your company also donated cupboard, food plate racks and submersible pumps for water supply for use of students. The new computer lab was inaugurated on 1st September, 2014.

Your Company in association with MMF donated benches, desks and blackboards to Vidya Jyoti School, a slow learner's school based in Pune.

Seminar Conducted by UK Professionals in Pune for Mental Health Professionals

Your Company in association with MMF, organized a 4 (four) day certified program in mental illness treatment at Symbiosis Centre for Distance Learning, Pune. This program was organized in conjunction with UK based charitable organization, Concern for Mental Health and World Psychiatric Association (WPA).

The objective of the program was to spread awareness about their importance of mental health work. Your Company also want to emphasize inclusion of mental health care into primary health care in India and also to educate general practitioner doctors and mental health professionals in becoming more proficient in recognizing and treating psychiatric illnesses.

The program received an overwhelming response and benefitted 95 individuals from various sectors of mental health. The course was delivered by Dr.Ghazala Afzal, Dr.Shirin Pezeshgi, Dr.Cosmos Hallstorm and Dr.Gordana Malavic, who are specialists in the field of psychiatry. Defibrillator Machine Donated to Sassoon Hospital, Pune

Your Company in association with MMF donated a Defibrillator Machine to Sassoon Hospital, Pune. This is a lifesaving machine useful to help revive a patient's heartbeat, in cases of cardiac disorders.

Young Champions Sponsorship

Your Company sponsored two young champions representing Slum Soccer KVA Team India in the Homeless World Cup for an International Football Tournament held in Chile from 19th October, 2014 to 26th October, 2014 which aims to eradicate homelessness.

Cyclothon 2014

Your Company in association with MMF and Bicycle Angels (a non-profit social initiative that donates livelihood bicycles), organized a Cyclothon from Pune to Ratnagiri from 18th November, 2014 to 22nd November, 2014. During this event, medical camps were organised at the destination and cycles were donated enroute to Ratnagiri. Cycles were given to identified and genuine men and women for a livelihood.

Our Marathon

Your Company in association with MMF supported "Prashanti Cancer Care Mission to host its 3rd Annual, "Our Marathon 2014" on 21st December, 2014.

"Our Marathon" was held in the presence of film personalities who came together to extend their support towards the cause of creating awareness of "Breast Cancer" which is one of the most dreaded diseases of modern times.

"Our Marathon" received a tremendous response wherein 7,000 individuals came forward to run and support this cause.

Donations Made to ZP School, Kothrud

Your Company in association with MMF provided four water tanks of 500 liters each, ten grain storage boxes and 10 chairs to Zilla Parishad schools as a part of school up-gradation program on 21st January, 2015.

Donation to Dr.Bandorwala Leprosy Hospital

In order to support the mission of Dr.Bandorwala Leprosy Hospital, your Company in association with MMF extended financial assistance to enable the hospital to purchase Micro Cellular Rubber Foot Wears (special footwear made for leprosy patients), Prostheses (artificial device that replaces a missing body part), Fixed Ankle Break Walder (device that supports ankle movements), and Plaster Zote Shoes (special shoes for artificial limbs).

II Indo-British Advanced Master class in Oncoplastic Breast Surgery and Breast Cancer Symposium, 2015

Your Company in association with MMF provided financial assistance for the "II Indo-British Advanced Master class in Oncoplastic Breast Surgery and Breast Cancer Symposium 2015 (the Symposium").

During the conference, the Indian Faculty (Trainers) for the Oncoplastic mastership program underwent an orientation with the English faculty. This symposium was well appreciated by the professionals who attended the program.

Mammography and Pap smear checkup camp for Women at Mahila Seva Mandal, Pune

To sensitize and create public awareness about breast and cervical cancer, on the eve of International Women's Day, your Company in association with MMF and Prashanti Cancer Care Mission organized a cancer checkup camp for the women of the Mahila Seva Mandal, Karve Road, Pune.

Two main cancer detection tests were carried out for thirty five women under the observation of qualified doctors, a counselor and trained technicians. These checkups were carried out in a mobile van (check-ups "At Your Doorstep") which had all the advanced machinery and equipment.

Education and Medical assistance

Your Company in association with MMF has provided financial assistance and supported 15 patients suffering from various ailments for their expensive medical treatment.

Your Company and MMF helped a project from NGO Asha Kiran, Kolhapur by donating text books, school uniform, school bags, stationery & project material.

III Community development

As a part of our historical practice, we continued to implement drinking water supply schemes in the adjoining areas of Golap,with the help of Gram Panchayats of the respective villages. Your Company, under "Rashtriya Gramin Peyajal Yojana" helped the Gram Panchayats of Kolambe,Bhatye and Phansop villages. Before these schemes were implemented, your Company organized supply water to the villages from a well, by providing pumps, a pipeline and water tanks. While taking care of the water shortage, your Company also extended financial help to the Gram Panchayats for payment of repair charges, electricity bills etc. in respect of the existing water supply schemes.

Gyan Key project

Your company has undertaken first of this kind project to provide selected books library at various schools. Under this project, during the month of June, your Company distribute 150 useful books to 1,000 rural secondary schools across Maharashtra for their libraries. These books are useful to the students in their studies. This project is well appreciated by the schools and also students.

Amity Pune CSR Awards - 2014

Amity Awards Pune - 2014 was awarded to your Company in the Manufacturing Companies Category in recognition to its CSR activities carried out in association with MMF.

Cautionary statement

Statements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

Acknowledgements

Your directors take this opportunity to place on record their sense of gratitude to the banks, financial institutions, central and state government departments and their local authorities for their guidance and support. Your directors are also grateful to the customers, suppliers and business associates of the Company for their continued co-operation and support. Your directors express their deep appreciation for the commitment, dedication and hard work put in by the employees at all levels. Lastly, your directors are grateful for the confidence and faith shown in them by the members of the Company.

For and on behalf of the Board of Directors

Pune Prakash P. Chhabria 28th May, 2015 Executive Chairman


Mar 31, 2014

To the members,

The directors have pleasure in presenting the thirty-third annual report together with the audited accounts for the year ended 31st March, 2014.

Financial results (Rs in lakhs)

2013-14 2012-13

Profit before depreciation & finance charges 37,052.54 29,602.17

Less:

Finance charges 6,637.17 5,144.89

profit before depreciation and taxation 30,415.37 24,457.28

Deductions for:

i) Depreciation 6,229.18 5,441.64

ii) Provision for taxation 7,171.53 5,401.95

Profit after depreciation and taxation 17,014.66 13,613.69

Add:

Surplus of profit and loss account of earlier year 9,837.14 8,156.10

Appropriations:

(i) General reserve 4,000.00 4,000.00

(ii) Proposed dividend (including prior year adjustments) 8,686.67 6,825.25

(iii) Tax on dividend 1,476.30 1,107.40

Balance carried over to the balance sheet 12,688.83 9,837.14

Operations

The operational performance is summarised below:

Income 2,49,671.13 2,17,819.15

profit before tax 24,186.19 19,015.64

profit after tax 17,014.66 13,613.69

PVC resin

Production - in (MTs) 2,52,236 2,51000

Sale (excluding interdivisional) - in (MTs) 1,24,122 1,16,217

- in Rs lakhs 87,441.07 71,760.36

PVC pipes and fittings

Production - in (MTs) 1,85,134 1,77,037

Sale - in (MTs) 1,76,899 1,74,987

- in Rs lakhs 1,56,326.64 1,37,788.75

Power

Production - in (MW) 2,37,929 2,82,654

Sale (excluding interdivisional) - in (MW) 41,027 1,19,344

- in Rs lakhs 1,535.38 4,933.04

Dividend

Your directors have recommended dividend on equity shares @ 70% (Rs 7.00 per equity share) for the financial year ended 31st March, 2014. The proposed dividend (including corporate dividend tax) will absorb Rs 10,162.97 lakhs.

Corporate governance

Pursuant to clause 49 of the listing agreements entered into with the stock exchanges, a separate section on corporate governance and a certifcate obtained from the auditors of the Company regarding compliance with the conditions of corporate governance are forming part of this annual report.

Employee stock option scheme

During the year under review, your Company has not issued any stock options.

Management discussion and analysis

Pursuant to clause 49 of the listing agreements entered into with stock exchanges, the management discussion and analysis report of the financial condition and results of operations have been reviewed by the audit committee and the same is forming a part of this annual report.

Fixed deposits

Your Company has not accepted any fixed deposits during the year.

Directors'' responsibility statement

Pursuant to section 217(2AA) of the Companies Act, 1956, your directors, on the basis of information and documents made available to them, confrm that:

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

(ii) the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit of the Company for the year ended on that date;

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

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

Energy conservation, technology absorption and foreign exchange earnings and outgo

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required to be given pursuant to section 217(1)(e) of the Companies Act, 1956 read together with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

Directors:

Appointment and retirement of directors

Pursuant to the provisions of sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 and Rules made thereunder read with schedule IV to the Companies Act, 2013, 6 (six) non-executive independent directors of the Company, namely Mr. Sanjay K. Asher, Mr. Kanaiyalal N. Atmaramani, Mr. Dara N. Damania, Mr. Shrikrishna N. Inamdar, Mr. Prabhakar D. Karandikar and Dr. Sunil U. Pathak are proposed to be appointed as independent directors to hold offce for 5 (five) consecutive years with effect from the date of thirty third annual general meeting of the Company.

The Company has received declarations in writing from all the above directors that they meet the criteria of independence as provided in sub-section (6) of section 149 of the Companies Act, 2013 and under clause 49 of the listing agreement.

Mr. Sanjay S. Math, Director (Operations), retires by rotation and being eligible, offers himself for the reappointment.

Mr. Panyam Subramaniam resigned as Assistant Managing Director of the Company effective from the close of business hours of 4th June, 2013.

Auditors

M/s.P.G.Bhagwat, Chartered Accountants, Pune, retire as auditors of your Company at the conclusion of the thirty-third annual general meeting and are eligible for reappointment in terms of section 139 of the Companies Act, 2013.

Appointment of cost auditors

The Board of Directors at its meeting held on 12th May, 2014 has reappointed M/s. S. R. Bhargave & Co. as cost auditors for carrying out audit of cost accounting records in respect of electricity and organic and inorganic chemicals falling under chapter 39 of the Central Excise Tariff Act, 1985 (PVC resin and PVC pipes & fittings) for the financial year ending 31st March, 2015.

Particulars of employees

Information as per section 217 (2A) of the Companies Act, 1956 (the "Act") read with the rules framed thereunder forms a part of this report. However, as per the advice received by the Company, pursuant to the provisions of section 219(1)(b)(iv) of the Act, the report and accounts are being sent to the shareholders of the Company excluding the statement of particulars of employees under section 217(2A) of the Act. Any shareholder interested in obtaining a copy of the statement may write to the Company Secretary at the registered offce of the Company.

Corporate social responsibility (CSR)

As a responsible corporate citizen, your Company actively contributes to the social and economic development of the communities in and around the plants'' locations. Your Company and Mukul Madhav Foundation (MMF), a charitable trust have partnered in this journey. For many years, we have been actively contributing to the social and economic development of the underprivileged in the villages, in and around your Company''s plants, situated at Ratnagiri in the state of Maharashtra and Masar in the state of Gujarat. Special focus has been placed on education, health care, community development, environment and self-development. Some of the activities undertaken by your Company and MMF are as follows:-

1. Education

Mukul Madhav Vidyalaya – A school with a difference

Working in and around the villages of Ratnagiri, your Company saw a desperate need for rural up-liftment in education. In 2008, your Company gave on lease 10 acres of land to MMF for the establishment of a school on the outskirts of Ratnagiri. Mukul Madhav Vidyalaya was established in 2010 to provide English education at a nominal cost with a preference to socially and economically underprivileged children. It began in 2010 with 150 students, the school now boasts over 480 students. These students are the frst generation of farmers'' and fshermen''s children to get an English education. In order to meet the day- to-day requirements of the school children, MMF has developed the infrastructure of Mukul Madhav Vidyalaya.

The school is equipped with computers, LCD screens and a selection of books in the library, enabling the outside world to enter the school. The teachers undergo regular training programmes, to ensure that their skills are up to date.

Our CSR activities at Masar, a village in the State of Gujarat, are still in the initial stages. We recently started extending financial assistance and support to two schools, Prathamik School and Girdhar Vidhyalaya. Both these schools are located very close to your Company''s plant.

Your Company has provided benches and desks, teacher''s tables, and computers so that the students can engage in online activities. In order to encourage the students in their education, your Company has awarded prizes to the toppers in the academic results.

Scholarships / Educational assistance

MMF provides financial assistance to deserving students, so that they can pursue higher education in the felds of engineering, architecture and doctorate programmes. The foundation has set up fellowships for resident doctors at reputed hospitals. Doctors studying for their post graduation are eligible to avail of this fellowship programme. These resident doctors are trained under experienced doctors based in these hospitals. The trained doctors are entitled to additional financial help, should they need it.

2. Health care

Work with hospitals

MMF is associated with a number of hospitals primarily in Maharashtra and reaching out slowly to other parts of India, MMF depends upon referrals from social workers.The social workers verify each case to ascertain fund requirements and follow up to see that the patient receives the necessary care and suffcient assistance even after the discharge.

Association with reputed hospitals

MMF has been associated with reputed hospitals since the turn of the century. MMF is engaged in this activity with the sole objective of modernizing and improving the quality of medical treatment provided to children and women. In the year 2000, MMF set up a Neo- Natal Intensive Care Unit. In 2001, a Neo-Natal Ward was established at KEM, a reputed Hospital in Pune. During the same year, the foundation also opened a Paediatric Intensive Care Unit, a Children''s Ward and an OPD, all at KEM hospital.

In 2012, MMF donated a wing "SONALI". The little stars rooms consists of 6 beds and life saving equipment in the NICU ward at KEM. The purpose of this wing is to allow the underprivileged to avail quality medical care at a concessional cost.

In order to create public awareness about a healthy lifestyle, MMF has sponsored an event called Bhag Pune Bhag – a Marathon which was held in October 2013, which was organized by Prashanti Cancer Care Mission.

Free medical camps for children

Since 2008, MMF has been conducting free bi-annual medical health camps in Government schools in and around Ratnagiri. At each camp, dentists, ophthalmic and general physicians screen around three thousand students. Doctors and specialists from prominent hospitals viz. KEM Hospital, Pune, Bharati Vidyapeeth school of Audiology, Bharati Vidyapeeth Dental College and H.V.Desai Eye Hospital are participating in these camps. Medical cards are maintained to monitor the students progress. MMF provides additional medical treatment to those students who require it.

As usual, during December, 2013, your Company and MMF conducted health check up camps for school children and women in villages situated near your Company''s plant at Ratnagiri. Taking this a step forward, during the month of February, 2014, MMF organised similar health-camps for children in the slum areas of Pune and the municipal schools of Panchgani.

Free cancer detection camps for women & set-up of women''s well-being clinic

To sensitize and create public awareness about breast and cervical cancer, MMF in association with a reputed Pune based NGO,"Prashanti Cancer Care Mission" organized a unique program called ''Cancer Diagnosis at Your Doorstep''. This camp was conducted in December 2013 for rural women from and around Ratnagiri and in March 2014 for women living in the slum areas of Pune.

Two Cancer detection tests were carried out under the observation of qualifed doctors, a counselor and trained technicians. A mobile van which was equipped with all the required machinery was used to conduct this initiative.

To take that additional step forward in the direction of providing quality health care services to underprivileged women, on 8th March, 2014, International Women''s Day, ''The Finolex Women''s Well Being Clinic'' was inaugurated at Ratnagiri. The services which will be provided at this well-being clinic are mammography and colposcopy tests.Your Company extended financial assistance to MMF to buy and donate a mammography machine and a

colposcope machine to the clinic. While taking care of the requirements of the clinic, MMF also extended help to other hospitals. Your Company provided financial assistance to MMF to buy a C Arm machine and donate the same to a reputed hospital at Delhi.

Ruby Hall Clinic, Pune & Healing Little Hearts, UK

MMF''s most recent venture is in collaboration with Healing Little Hearts (HLH), a registered charity in Leicester, UK and Grant Medical Foundation''s Ruby Hall Clinic, Pune. Together, MMF brings in specialist medical teams from the UK to Pune to stand-in, guide and train the in-house doctors at Ruby Hall Clinic, during complex heart procedures. This team is made up of paediatricians, nurses and intensivists from the University Hospitals of Leicester, Alder Hey Children''s Hospital, Liverpool Children''s Hospital and other institutions. Doctors who wish to participate in this programme were requested to register with HLH.

Currently, children in India with heart problems either do not get the surgical treatment required, or the doctors do not have the expertise to either operate on them (as in the case of underweight babies) or to care for them following the surgery. This results in extremely high mortality rates. The vision for this project is to help alleviate this scenario in India.

Members of Healing Little Hearts give their time to come to India in support of this worthy cause without any financial remuneration. These surgeons specialize in operating on new- born babies suffering with heart diseases.

Health care facilities at Masar

Your Company has taken further steps in CSR and has ventured into Masar, Gujarat. We have constructed a toilet block for female students at Girdhar Vidhayalaya, Masar.

Community development

In order to take a small step to solve the drinking water problem faced by villagers, your Company continued to implement drinking water supply schemes in the adjoining areas of Golap, with the help of Gram Panchayats of the respective villages. Your Company, under "Rashtriya Gramin Peyajal Yojana" helped the Gram Panchayats of Kolambe, Bhatye and Phansop villages. Until these schemes were implemented, your Company organized a water supply to the villages from a well, by providing pumps, a pipeline and water tanks. While taking care of the water shortage, your Company also extended financial help to the Gram Panchayats for payment of repair charges, electricity bills etc. in respect of the existing water supply schemes.

Further more, as a part of its CSR activities, your Company has undertaken a project to make potable water available to the villagers. Accordingly, a Water Filteration Unit has been installed on one of the wells at Bhatye village which has been a great help to the villagers.

And fnally, at Masar in Gujarat State, your Company offered financial assistance to the village Grampanchayat Committee to celebrate Navratri in a grand fashion.

4. Environment & safety initiatives

Your Company is committed to achieve the highest standards of environmental excellence by adopting environmentally sustainable and effective operating systems and processes in its plants. At Ratnagiri, your Company has put in place the internationally acclaimed Environment Management System under ISO14001. Your Company fully complies with all applicable environmental regulations in respect of air, water, noise, hazardous waste, e-waste etc. to mitigate the potential environmental impact on the society. The Executive Committee of "Frost & Sullivan''s Green Manufacturing Excellence Awards 2014" has awarded a "Certifcate of Merit - Believers Category"to our Golap, Ratnagiri plant.

Your Company''s manufacturing plants are well equipped with the latest fre safety equipment. In addition, your Company''s PVC manufacturing plant at Ratnagiri has a put in place a fully pledged and well equipped fre safety dept. The plant has its own fre fghters who are capable of performing fre and rescue services at par with the Ratnagiri Municipal Council''s fre department. Fire fghters are sent on fre calls in villages/communities nearby as well Ratnagiri city and industries around Ratnagiri. To keep the fre fghters up-to-date and alert, mock drills and fre drills are performed through-out the year as per the "On site Emergency Management Plan" with the participation of all key personnel at the factory alongwith nearby schools and other establishments, for the benefit of the public at large. Your Company believes this is an excellent example of "Service Beyond Self". Your Company won the Bonze Trophy in the National Safety Council Awards Competition 2013 for the Company''s PVC manufacturing plant situated at Ratnagiri.

Prevention of air pollution

Your Company has installed processes to comply with the requirement of the National Ambient Air Quality Standards. All 12 parameters including particulate matters, sulfur dioxide and oxides of nitrogen are analyzed as per the standards. All stack emissions are also regularly monitored and the fue gas quality is under control as per the Specifications laid down by pollution control board.

Zero effuent discharge

As part of its endeavor to keep the environment and water bodies around its plants at Ratnagiri, free from contaminants and pollution, your Company has successfully achieved its goal for zero discharge. This has been achieved by recycling it back into the system. The remainder has been used for irrigation purposes. Trees and plants within the premises have benefitted from this process. The ground water quality is regularly monitored by sampling and analyzing the bore well water.

Effuent treatment plant

The aqueous effuent generated during the process of manufacturing PVC undergoes various treatments in your Company''s world class effuent treatment plants. These treatments include, equalization, focculation, foc separation, aeration activated sludge process, clarifcation, polishing using activated carbon flter etc. The treated effuent is checked every day to ensure that it meets with MPCB Specifications.

Effuent recycle plant

Part of the treated effuent undergoes further treatment in an effuent recycle plant. The treatments include, biological treatment, phosphate removal, ultra fltration and demineralization process for recycling it in the plant operations.

Tree plantation

The remaining treated effuent fit for irrigation is used for the trees planted on the factory premises. Your Company has planted and nurtured close to 49,000 different kinds of trees including fruit bearing trees such as mangoes, chikoo, cashew, coconut etc. within the PVC manufacturing plant and the captive power plant premises. The tree plantation activity is carried out annually during the week-long celebrations of World Environment Day commencing on 5th of June every year.

Rain water harvesting

Your Company has built two large reservoirs which help to collect rain water from nearby lands. These reservoirs are flled by pumping water from a dam. The dam has also helped in bringing up the ground water table within the vicinity.

5. Cultural and other activities

Your Company extends financial help to the local communities in promoting their cultural, religious, social and spiritual pursuits irrespective of caste, creed, religion to celebrate festivals and felicitations, hold exhibitions, seminars, musical concerts, blood donation camps etc.

Acknowledgements

Your directors take this opportunity to place on record their sense of gratitude to the banks, financial institutions, central and state government departments and their local authorities for their guidance and support. Your directors are also grateful to the customers, suppliers and business associates of the Company for their continued co-operation and support. Your directors express their deep appreciation for the commitment, dedication and hard work put in by the employees at all levels. Lastly, your directors are grateful for the confdence and faith shown in them by the members of the Company.

Pune Prakash P. Chhabria

12th May, 2014 Executive Chairman


Mar 31, 2013

To the members,

The directors have pleasure in presenting the thirty-second annual report together with the audited accounts for the year ended 31st March, 2013.

Financial results

(Rs. in lakhs)

2012-2013 2011-2012

Profit before depreciation & finance charges 29,602.17 24,721.56

Less:

Finance charges 5,144.89 7,496.07

Profit before depreciation and taxation 24,457.28 17,225.49

Deductions for:

i) Depreciation 5,441.64 7,551.28

ii) Provision for taxation 5,401.95 2,159.08

Profit after depreciation and taxation 13,613.69 5,515.14

Add: Surplus of profit and loss account of earlier year 8,156.05 8,192.54 Appropriations:

(i) General reserve 4,000.00 2,000.00

(ii) Contingency reserve 1,215.00 1,215.00

(iii) Proposed dividend (including prior year adjustments) 6,825.25 3,732.68

(iv) Tax on dividend 1,107.40 603.94

Balance carried over to the balance sheet 9,837.09 8,156.05

Operations

The operational performance is summarised below:

Income 2,17,819.15 2,13,023.52

Profit before tax 19,015.64 9,674.21

Profit after tax 13,613.69 7,515.13

PVC resin

Production - in (MTs) 2,51,000 2,66,982

Sale - in (MTs) 1,16,217 1,61,986

(excluding interdivisional): - in Rs. lakhs 71,760.36 95,945.96

PVC pipes and fttings

Production - in (MTs) 1,77,037 1,49,654

Sale - in (MTs) 1,74,987 1,50,730

- in Rs. lakhs 1,37,788.75 1,08,798.2

Power

Production - in (MW) 2,82,654 2,68,318

Sale (Excluding interdivisional) - in (MW) 1,19,344 1,23,396

- in Rs. lakhs 4,933.04 5,233.38

Dividend

Your directors have recommended dividend on equity shares @ 55% (Rupees Five and paise fifty per equity share) for the financial year ended 31st March, 2013. The proposed dividend (including corporate dividend tax) will absorb Rs.7932.65 lakhs.

Finance

The interest and finance charges for the year were Rs.5144.89 lakhs as against Rs.7496.07 lakhs for the previous year.

Corporate governance

Pursuant to clause 49 of the listing agreements entered into with the stock exchanges by your Company, a separate section on corporate governance and a certificate obtained from the auditors of the Company regarding compliance with the conditions of corporate governance are forming part of this annual report.

Employee stock option scheme

During the year under review, your Company has not issued any stock options.

PVC pipes manufacturing plant in the State of Gujarat

Your Company''s third PVC pipes manufacturing plant is fully established at Masar, Dist.Vadodara, Gujarat and has commenced commercial production effective from 27th March, 2013 with 30,000 tpa as its installed capacity. The commercial production for second phase having installed capacity of 20,000 tpa will commence in the financial year 2013-2014.

PVC pipes & fttings

During the year, your Company has sold 1,74,984 Metric Tons of PVC pipes and fittings.

Management discussion and analysis

Pursuant to clause 49 of the listing agreements entered into with stock exchanges, management discussion and analysis report of financial condition and results of operations has been reviewed by the audit committee and the same is forming a part of this annual report.

Fixed deposits

Your Company has not accepted any fixed deposits during the year.

Directors'' responsibility statement

Pursuant to section 217(2AA) of the Companies Act, 1956, your directors, on the basis of information and documents made available to them, confirm that:

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

(ii) the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit of the Company for the year ended on that date;

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

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

Energy conservation, technology absorption and foreign exchange earnings and outgo

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required to be given pursuant to section 217(1)(e) of the Companies Act, 1956 read together with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

Retirement of directors

Mr.Kanaiyalal N.Atmaramani and Dr.Sunil U. Pathak, Independent Directors, and Mr.Saurabh S.Dhanorkar, a wholetime director retire by rotation at the ensuing annual general meeting of the Company, being eligible, offer themselves for reappointment.

Auditors

M/s.P.G.Bhagwat, Chartered Accountants, retire as auditors of your Company at the conclusion of the thirty-second annual general meeting and are eligible for reappointment.

Appointment of cost auditors

The Board of directors at its meeting held on 19th January, 2013 has reappointed M/s.Bhargave & Co. as cost auditors for carrying out audit of cost accounting records in respect of electricity and organic and inorganic chemicals falling under chapter 39 of the Central Excise Tariff Act, 1985 (PVC resin and PVC pipes & fittings) for the financial year commencing from 1st April, 2013 to 31st March, 2014.

Particulars of employees

Information as per section 217 (2A) of the Companies Act, 1956 (the "Act") read with the rules framed thereunder forms a part of this report. However, as per the advice received by the Company, pursuant to the provisions of section 219(1)(b)(iv) of the Act, the report and accounts are being sent to the shareholders of the Company excluding the statement of particulars of employees under section 217(2A) of the Act. Any shareholder interested in obtaining a copy of the statement may write to the company secretary at the registered office of the Company.

Corporate social responsibility

As a responsible corporate citizen, your Company endeavours to improve the quality of life of people living in villages in and around its plants, with special emphasis on education, skill development, environment, health, community development, social welfare and promotion of cultural activities.

1. Education

Mukul Madhav Vidyalaya (MMV), a recognized English medium primary school, is a successful project of your Company in association with Mukul Madhav Foundation. It was set up on a sprawling 10 acres campus at Golap village on the Ratnagiri- Pawas road. MMV has fulfilled a long-standing need to have an English medium school in the close vicinity of the cluster of villages and hamlets near our PVC resin manufacturing plant in Ratnagiri.

The school buildings consist of 28 classrooms along with various facilities like a library, computer room etc. The school opened in the academic year 2010-2011 with 155 students enrolled in its pre-primary section. The school has approximately 450 children from pre- primary to 4th standard, enrolled for the academic year 2013 – 2014.

Besides academics, MMV encourages the students to participate in interschool competitions amongst other activities. Quite a few MMV students have won prizes in their respective categories, indicating overall development of students.

This year MMV conducted a drawing competition titled "Paint your dream" for the school children of Ratnagiri. There was an overwhelming response from children from seven schools of Ratnagiri. The selected paintings will find a place in the 2014 calendar of Mukul Madhav Foundation.

In addition to the above, your Company has extended financial help to various educational organizations in and around Ratnagiri.

2. Skill development

Your Company encourages villagers to participate in the employment generation programs by creating selfhelp groups amongst the villagers. Under this program, your Company has created a self help group of women in the neighbourhood for sewing and tailoring and self help groups of fishermen and fisherwomen for preparation and marketing of processed fish products, coconut products and other home-made food products. More and more villagers including women are participating in the self-employment programs. In addition to the above, your Company has conducted workshops on modern methods of vegetable planting and marketing. A great number of villagers and the members of the women''s self help groups have benefitted from these workshops.

3. Environment

Your Company is committed to achieving the highest standards of environmental excellence by adopting ecologically sustainable and effective operating systems and processes in its plants. Your Company has put in place an internationally acclaimed Environment Management System, under the ISO 14001 certification, at its PVC resin manufacturing plant in Ratnagiri. Your Company complies with all applicable environmental regulations with respect to air, water and hazardous solid waste and e-waste etc. to mitigate potential environmental impact on society. Your Company also makes continual efforts to reduce the consumption of raw materials and energy sources so as to help conserve natural resources.

A. Prevention of air pollution

Your Company has processes in place to comply with the requirement of the National Ambient Air Quality Standards (NAAQs) for particulate matter, sulphur dioxide (SOx) and oxides of nitrogen (NOx) emission. Particulate matter emission is kept under control by installing bag filters in air dryers and on the PVC storage silo vents as well as by installing electrostatic precipitators in the power plant. Use of fuels containing How amounts of sulphur also helps control SOx and NOx. Ambient air monitoring is done on a weekly basis for all 12 parameters as per NAAQs standards.

B. Zero effuent discharge

As part of its endeavour to keep the environment and water bodies around your plants at Ratnagiri free from contaminants and pollution, your Company has successfully achieved its goal for zero discharge of its treated effluent outside the factory premises by recycling part of it back into the process and by using the remaining quantity for irrigation of tree plantation within the company premises.

C. Tree plantation

Your Company has planted and nurtured close to 49,000 trees of different varieties such as mango, chikoo, cashew, coconut etc. within the Company premises.

A unique tree plantation drive has been taken up by your company in Ratnagiri in collaboration with renowned NGOs, social forestry department of Government of Maharashtra, schools and coconut research centre for the past four years and has completed distribution of 1,00,000 saplings by now.

This year 25,000 saplings were given to school children to be planted, in the compound of housing societies or near their homes, and nurtured throughout the year. About 30 schools, 4 colleges and 10 NGOs had undertaken the activity. The plantation and nurturing of trees will be supervised by volunteers from the schools and colleges to ensure that the saplings survive and grow. The program is closely monitored and implemented every year. It is heartening to note that the students to whom saplings were given last year have taken good care of them and have achieved more than 60% survival rate.

4. Health care

Biannually, Mukul Madhav Foundation conducts health check-up camps for school children and villagers in the vicinity of Ratnagiri.

This year health check-up camps were conducted at various remotely located schools for children as well as the villagers. The camps have benefitted over 3,000 children and about 350 villagers. As a follow up activity, free of cost treatment including eye/ear operations was arranged with all expenses paid by Mukul Madhav Foundation.

Employees'' health is always the top-most priority amongst welfare activities for them. In addition to periodical medical check-up, all employees from plants at Ratnagiri have undergone a unique workshop on life style and stress management designed by the Company''s medical officer. This workshop has made a positive effect on their daily routine.

5. Community development & social welfare

Implementation of drinking water supply schemes in adjoining areas of the plant with the help of local bodies of the respective villages has been your Company''s priority. Your Company, under the Rashtriya Gramin Peyajal Yojana (National rural drinking water scheme) helped the local bodies of adjoining villages by providing pumps, pipes and water tanks.

While taking care of the water shortage, your Company also extended financial help to the local bodies for payment of electricity bills, repairs etc. with respect to the existing water supply schemes.

6. Cultural & social activities

Your Company also takes great pride in assisting in the promotion of cultural, religious, social and spiritual pursuits of the local population like celebrating festivals and felicitations, holding exhibitions, seminars, musical concerts, blood donation camps etc. Your company renders necessary help in promotion of sports activities in the neighbourhood community.

7. Safety initiatives

Your Company has a very well laid out safety policy. The policy demonstrates the commitment of the organisation towards the well being of employees and other stakeholders. Compliance with all statutory requirements is sine quo non of the policy. A team of well-trained executives including safety, welfare and medical officers has implemented the policy. Periodical monitoring of implementation of policy is done through audits conducted by trained internal auditors and external auditing agencies like National Safety Council. Confirmation of all the efforts towards safety is indicated through completion of 22.45 million man-hours without any reportable accident at its PVC resin manufacturing plant at Ratnagiri.

The Company''s PVC manufacturing plant at Ratnagiri has put in place a full- fledged and well-equipped fire safety dept. The plant has two of its own fire tenders that are capable of performing fire and rescue services at par with the comparable petrochemical industries in the country. To keep fire fighters up-to-date and alert, mock drills and fire drills are performed throughout the year on the factory premises.

As and when requested by the municipal council of Ratnagiri and the local bodies of adjoining villages, the fire tenders are sent on fire calls to villages nearby, as well as to Ratnagiri city and industries around Ratnagiri. Fire fighting demonstrations in nearby schools and other establishments for the benefit of the public at large are conducted periodically to educate people on fire hazards.

Acknowledgements

Your directors take this opportunity to place on record their sense of gratitude to the banks, financial institutions, Central and State Government departments, their local authorities for their guidance and support. Your directors are also grateful to the customers, suppliers and business associates of the Company for their continued co-operation and support. Your directors express their deep appreciation for the commitment, dedication and hard work put in by the employees at all levels. Lastly, your directors are grateful for the confidence and faith shown in them by the members of the Company.

For and on behalf of the Board of Directors

Pune Prakash P. Chhabria

4th May, 2013 Executive Chairman


Mar 31, 2010

The directors have pleasure in presenting their twenty-ninth annual report and audited accounts for the year ended 31st March, 2010.

Financial Results

(Rs. in lakhs) 2009-2010 2008-2009

Profit/(Loss) before depreciation & finance charges 28224.73 4615.85 Finance charges 4660.66 4682.66 Profit/(Loss) before depreciation 23564.07 (66.81) Deductions for: i) Depreciation 6167.41 5832.25 ii) Provision for taxation 4164.28 (2109.64) Profit/(Loss) after depreciation and taxation 13232.38 (3789.42) Add: Surplus of profit and loss account of earlier year 3551.06 6292.48 Transfer from Debenture Redemption Reserve Nil 2500.00 Appropriations: (i) General reserve 2000.00 Nil (ii) Debenture redemption reserve 2000.00 Nil (iii) Proposed dividend 3721.00 1241.00 (iv) Tax on dividend 633.00 211.00 (v) Balance carried over to the balance sheet 8429.44 3551.06 Operations The operational performance is summarised below:

2009-2010 2008-2009 Income 165047.00 173500.25 Profit/(Loss) before tax 17396.66 (5899.06) Profit/(Loss) after tax 13232.38 (3789.42) PVC Resin Production - in (MTs) 2498.67 2472.14 Sale (excluding interdivisional): -in (MTs) 1388.19 1919.78 64547.06 86202.36 PVC Pipes and Fittings Production - in (MTs) 114520 91191 Sale: - in (MTs) 112789 94358 72004.20 56651.18

Dividend

Your directors have recommended dividend on equity shares @ 30% (Rupees 3 per equity share) for the financial year ended 31st March, 2010. The proposed dividend (including corporate dividend tax) will absorb Rs. 4,354 lakhs.

Finance

The interest and finance charges for the year were Rs. 4,660.66 lakhs as against Rs. 4,682.66 lakhs for the previous year.

Corporate Governance

Pursuant to clause 49 of the listing agreements entered into with the stock exchanges, a separate section on corporate governance and a certificate obtained from the auditors of the Company regarding compliance with the conditions of corporate governance are forming part of this annual report.

Employee Stock Option Scheme

During the year, the Company has not issued any stock options.

Power Project

The Companys 43 MW power plant is operational. The Company has started to supply power to Maharashtra State Electricity Distribution Company Limited through its grid.

National Energy Conservation Award, 2009

Government of India, Ministry of Power, has conferred on PVC manufacturing plant, Ratnagiri, the National Energy Conservation Award, 2009 in petrochemical sector. The award recognizes the Companys efforts and the effective steps taken by it in substantial energy conservation by implementing various energy conservation schemes.

Certificate of Appreciation

Government of India, Ministry of Finance, Department of Revenue, Commissionerate of Customs, Pune has awarded a certificate in appreciation of the valuable contribution made by the Company relating to Import of Cargo through the Commissionerate of Customs, Pune during the year 2009-10.

Setting up Gas-based Power Plant at Chinchwad, Pune

The project is under detailed study for determination of long term certainty for supply of inputs. The viability and sustainability of the project would largely depend upon positive outcome of the study which in turn would decide the way forward.

Risk Management Framework Review

Your Company has put in place a well designed Risk Management Policy. The policy has adequately systematized risks identification, assessment, monitoring and controlling processes and the same are working fine.

Notwithstanding above, the Management desires to further strengthen the framework by improving present practices of risk assessment, monitoring and controlling by implementing latest techniques in monitoring and governance. With this end in mind, the Company has appointed a professional firm, to evaluate current risk management practices of the Company and suggest overall changes and improvements to achieve structured risk governance.

Alteration to Articles of Association

Your company proposes to alter Article No.121(3) to provide for maximum sum that may be paid to a member of the Board of Directors or a committee thereof for attending meetings and Article No.141 of the Articles of Association of the Company in respect of appointment of Chairman, Executive Chairman, Managing Director and the Executive Directors of the Company and powers and responsibilities to be vested in them. Consequently, Article No.121(1), 121(2), 131,142, 143, 148 and 159 are also proposed to be suitably amended. The item for approval of shareholders to the above referred amendments to Articles of Association is forming part of the notice. The directors recommend shareholders approval for the same.

Fixed Deposits

The Company has not accepted any fixed deposits during the year.

Directors Responsibility Statement

Pursuant to section 217(2AA) of the Companies Act, 1956, the directors confirm that:

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

(ii) the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the profit of the Company for the year ended on that date;

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

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

Energy Conservation, Technology absorption and Foreign Exchange earnings and outgo

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required to be given pursuant to section 217(1 )(e) of the Companies Act, 1956 read together with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

Directors

i. Resignation of Mr. J. S. Arora

Mr. J. S. Arora, Director - Operations, PVC manufacturing plant, Ratnagiri resigned as a Director of the Company effective 1st January, 2010. The Directors place on record their sincere appreciation of the services rendered by Mr. J. S. Arora during his tenure as a director of the Company.

ii. Resignation of Mr. Proshanto Banerjee

Mr. Proshanto Banerjee, non-executive independent director resigned as a Director of the Company effective 25lh April, 2010. The Directors place on record their sincere appreciation of the services rendered by Mr. Proshanto Banerjee during his tenure as a director of the Company.

iii. Retirement of directors

Mr. S. N. Inamdar, Mr. K. N Atmaramani and Mr. M. G. Bhide retire by rotation at the twenty-ninth annual general meeting of the Company and being eligible, offer themselves for reappointment.

Auditors

M/s. B. K. Khare & Company, Chartered Accountants, retire as auditors of the Company at the conclusion of the twenty-ninth annual general meeting and are eligible for reappointment.

Particulars of Employees

Information as per section 217(2A) of the Companies Act, 1956 (the "Act") read with the rules framed thereunder forms a part of this report. However, as per the advice received by the Company, pursuant to the provisions of section 219(1)(b)(iv) of the Act, the report and accounts are being sent to the shareholders of the Company excluding the statement of particulars of employees under section 217(2A) of the Act. Any shareholder interested in obtaining a copy of the statement may write to the Company Secretary at the registered office of the Company.

Corporate social responsibility

During the year, your Company continued its endeavour in extending its support to the society in the areas of health, education, environment, sports and cultural activities with the help of a renowned charitable trust from Pune, viz., Mukul Madhav Foundation. Company concentrates in the above referred activities mainly in the Ranpar-Golap area in the District of Ratnagiri where Companys PVC resin, PVC pipes and power plants are located.

Social welfare

Condition of acute shortage of water continues in Ratnagiri District. This year, Company assisted water supply schemes for Tervankarwadi, Waingani, Palkarwadi and Kolambe villages around Companys plants at Ratnagiri.

Companys Stitching Training Centre which was started last year is well established and more and more ladies from the adjoining villages are participating and learning tailoring.

Companys encouragement to Mahila Bachat Gat ("Gat") from Ranpar by purchasing their products has given confidence to the Gat and its business is growing. Gat has also introduced newer products.

Your Company takes pride in assisting the Ratnagirians in their cultural, religious, social and spiritual pursuits by rendering necessary help in monetary and other terms irrespective of caste, creed, religion for celebrating felicitations and festivals, holding exhibitions, seminars, musical concerts, etc.

Last year, the Company with the help of Mukul Madhav Foundation had donated computers and other hardware to Lakshmi Keshav Madhyamik Vidyalaya, Fansop to create its own computer laboratory. During the year, school has established its laboratory in a newly constructed building. The laboratory has been named as "Mukul Madhav Kaksha". The laboratory has proved to be boon to school children.

During the year, Swami Swarupanand High School, Pawas were in need of additional four class rooms for its junior college of commerce. This being the first junior college in the Pawas-Ranpar area, your Company decided to give handsome donation to enable the school to construct a floor consisting of four class rooms and office space to cater to the urgent need of classrooms. The newly constructed floor would be called as "Finolex Kaksha".

In addition to the usual arrangement for lectures on health, hygiene, nutrition by Companys Medical Officer, the distribution of note books, footwears to the needy students was arranged by the Company through Mukul Madhav Foundation. In addition, participative demonstration of scientific experiments, slide shows, screening of education films on science, etc., was arranged through Vijnan Vahini, a mobile science laboratory,

operated by retired scientists, professors, experts, etc., from Pune. The objective of promoting scientific temper and enthusiasm, curiosity and quest of knowledge in the students from several areas was aptly fulfilled. There was overwhelming response to the activity since students got opportunity to carryout experiments with their own hands as against observing with folded hands the teacher carrying out experiments routinely.

Education

Your Company had declared to open an English medium school to cater to the need of the society especially of those who are residing in the Ranpar-Golap, Kolambe area.

Construction of school building on the Rawas-Ranpar Road has started. Finolex Academy of Management and Technology ("FAMT"), at Ratnagiri was promoted by Hope Foundation, Pune, to cater to the technical education needs of rural area aspirants. The Academy, affiliated to the University of Mumbai, is providing high-quality education in the fields of engineering and information technology. After introduction of new disciplines, viz., Chemical and E&TC the total strength of the students enrolled in the FAMT has reached to more than sixteen-hundred students.

During the year FAMT and the International Institute of Information Technology (PIT) a renowned international institute imparting education in information technology from Pune had jointly arranged a National Level Conference on Advances in Heat and Mass Transfer. The Participants included IITians, Principals, Professors and Lecturers from various colleges in India. In all thirty research papers on varied topics including energy conservation, productivity growth, thermal pollution control, etc., were presented and were well received by the participants.

Healthcare

Your Company and Mukul Madhav Foundation conduct health check-up camps twice a year in the schools located at Fansop, Pawas and Mainganewadi. More than 1,700 students are benefited in the camps. As a follow-up activity, Mukul Madhav Foundation arranges for free of cost medical treatment including eye/ear operations wherever required with all expenses paid by the Foundation. Distribution of spectacles, hearing aids, etc., is also done free of cost to the students.

In addition to school-children, this year health check-up camps were arranged for fishermen from Ratnagiri during rainy season when the fishing trawlers are shored. These camps have immensely benefited the fishermen.

Company renders monetary help to needy and deserving individuals from the society for availing medical treatments including surgery, hospitalisation, etc.

Acknowledgements

Your directors take this opportunity to place on record their deep sense of gratitude to the banks, financial institutions, Central and State Government departments, their local authorities especially at Ratnagiri for their guidance and support. Your directors are also grateful to the customers, suppliers and business associates of the Company for their continued co-operation and support. Your directors express their deep sense of appreciation for the total commitment, dedication and hard work put in by all employees at various levels of the Company. Lastly, your directors are deeply grateful for the confidence and faith shown in them by the members of the Company.

For and on behalf of the Board of Directors Pune P. P. Chhabria 24th April, 2010 Chairman

 
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