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Directors Report of Insilco Ltd.

Mar 31, 2013

Dear Members,

The Directors are pleased to present the 25th Annual Report together with the Audited Accounts for the financial year ended 31st March, 2013.

1. FINANCIAL HIGHLIGHTS

The summarized results for the year, rounded off to Rupees in millions, are given below:

PARTICULARS Year Ended Year Ended 31-March-2013 31-March-2012

Gross Turnover 847 807

Other Income 57 29

Total Expenditure (including excise duty) (846) (763)

Profit before Depreciation & Exceptional Items 58 73

Depreciation (36) (28)

Profit/(Loss) for the year before exceptional items 22 45

Exceptional item (26) 7

Profi/(Loss) before tax (4) 52

(Provision for)/Release of Taxation (5) (5)

Profit/(Loss) after tax (9) 47

2. RESULTS OF OPERATIONS

The production and sales of precipitated silica during the year 2012 -13 was 14,259 MTs and 15,103 MTs as against 16,299 MTs and 15,365 MTs respectively in the previous year.

Your Company achieved a sales turnover of Rs. 847 Million during the year as compared to Rs. 807 Million in the previous year and recorded a profit before depreciation & exceptional items of Rs. 58 Million as against Rs. 73 Million in the previous financial year. No transfer has been made to reserves for the year.

During the year, there has been significant increase in cost of production because of increase in rates of power supplied by UP Electricity Board and increase in diesel prices due to its decontrol. Further, the production was constrained during the last quarter of Financial Year 2012-13 due to limitation on water discharge enforced by the local administration. These factors are the major contributors of operational losses during the year.

The Company continues to strive for growth, higher realizations, energy optimization, better working capital management and better asset utilization.

3. FUTURE OUTLOOK

The Indian economy is expected to grow in the short to medium term and there are inherent opportunities available for the Company in our target industries such as Tyres, Automotive Components, Mechanical rubber goods, , Footwear, Agrochemicals, Food and Toothpaste. The Company enjoys a high standing with its customers and is actively pursuing all growth opportunities so as to improve its results.

4. DIVIDEND

In view of the inadequacy of profits, no Dividend is recommended.

5. TRANSFER OF FUND TO INVESTOR EDUCATION & PROTECTION FUND

There was no amount due for transfer to the Investor Education and Protection Fund during the year under review, pursuant to the provisions of Section 205C of the Companies Act 1956.

6. VALUE CREATION FOR CUSTOMERS

We provide our internal and external customers products and services that always and unequivocally meet the agreed quality criteria. This is our declared goal and the measure of our actions. That is because only if the quality of our work lives up to the ever evolving requirements of our customers we will continue to be successful in the future. The combination of our products and services enables us to offer package solutions that deliver real added value and make us the preferred business partner to our customers.

7. SOCIAL RESPONSIBILITY

Responsible conduct and business success are not mutually exclusive in our view. In fact, they are interlinked. Sustainable development and Corporate Responsibility are vital for the future viability of companies including us. We accept responsibility for our business, our employees and society. That is how we define Corporate Responsibility (CR). As part of our corporate strategy, our CR strategy takes up economic megatrends such as resource efficiency, ecological and social challenges, and supports the development of new business activities.

8. WE BELIEVE IN QUALITY AS A SUCCESS FACTOR

Within the scope of Total Quality Management (TQM), we continuously improve the quality of our products, our services and our processes to enhance our high standard of quality. This constant optimization in partnership with our customers and suppliers is the driver towards market leadership and outstanding results in our core business.

We actively respond to the expectations of our internal and external stakeholders on how we should contribute to the sustainable development of society and come up with answers to future challenges in close collaboration with our business units.

Contemporaneously this enables us to fulfill the requirements as well as responsibilities to our employees just as well to society, environment and stakeholders, to develop in partnership too.

9. PROCUREMENT EFFICIENCY AND SUPPLY CHAIN

Procurement is an essential element in the value-added chain, so we regard intensive cross-functional collaboration within the company as indispensable. During the year, we implemented Evonik''s global strategies and centralized the procurement function in the Plant to ensure optimized procurement.

10. CUSTOMER ORIENTATION STARTS WITH TALENT DEVELOPMENT AND FAIRNESS

The key to achieve our goals is a motivated and skills workforce, a customer - oriented approach in our thoughts and actions and a working relationship with our customers that is built on mutual trust.

11. CERTIFICATIONS AND RECOGNITIONS

The Commitment to quality is a process of continual improvement. The Company is holding ISO 9001: 2008 and ISO 14001: 2004 and HACCP Certifications. Our quality management system has successfully maintained ISO 9001: 2008 and ISO 14001: 2004 certifications through regularly scheduled annual audits and HACCP Certification through regularly scheduled bi-annual audits.

12. FIXED DEPOSITS

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made thereunder.

13. DIRECTORS

During the year, the following Directors have resigned from the Company:

(i) Dr. Gurnad Singh Sodhi on 1st February, 2013

(ii) Mr. Lear Bao on 1st February, 2013

(iii) Mr. Andreas Bernd Fischer on 16th February, 2013.

The Board places on record its deep appreciation for their invaluable support and guidance during their association as Directors of the Company.

Your Directors have appointed Mr. Roberto Martin Vila Keller as a Director of the Company with effect from 16th February, 2013 to fill up the casual vacancy caused by the resignation of Mr. Andreas Bernd Fischer. Mr. Roberto Martin Vila Keller will hold office till the date Mr. Andreas Bernd Fischer would have held office as Director of the Company. Mr. Roberto Martin Vila Keller has done apprenticeship as an Industrial Business Assistant in 1987, followed by the successful completion of training program. Mr. Vila Keller also holds a degree in Business Administration. He has extensive experience in the field of Production, Sales and Marketing.

Further, in accordance with provisions of Companies Act, 1956 and Articles of Association of the Company, Mr. Keki Manchersha Elavia and Dr. Mustafa Siray, Directors retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer themselves for re-appointment. The Board recommends their re-appointment.

14. AUDITORS

M/s S. R. Batliboi & Associates, the present Statutory Auditors of the Company vide their letter dated 5th April, 2013 intimated the conversion of their partnership firm into an Limited Liability Partnership (LLP) with effect from 1st April, 2013. They have confirmed that there is no change in their Registration Number and have also assured us that this change would not in any way affect their relationship and responsibilities as statutory auditors.

M/s. S.R. Batliboi & Associates LLP, Chartered Accountants, (Firm Registration No. with ICAI - 101049W), member firm of Ernst & Young Global Ltd., present Statutory Auditors of the Company will retire at the ensuing Annual General Meeting.

The said Auditors have expressed their willingness for re-appointment as Statutory Auditors of the Company and have further confirmed that the said re-appointment would be in conformity with provisions of Section 224(1B) of the Companies Act, 1956.

The observations in the Auditors'' Report read with the Notes to Accounts are self-explanatory and do not require any comments.

15. COST AUDITORS

In terms of requirement of The Companies (Cost Accounting Records) Rules, 2011, your company is maintaining all the prescribed cost records. Further the Company has appointed M/s Aseem Jain & Associates, as Cost Accountant of the Company under these Rules. The prescribed compliance report for the financial year ended 31st March, 2013, duly certified by M/s Aseem Jain & Associates, Cost Accountant of the company, along with the prescribed annexure thereon will be filed with the Central Government within the prescribed time.

16. PRACTICING COMPANY SECRETARY

M/s Nityanand Singh & Co., Company Secretaries having their office at 14, 2nd Floor, Arjun Nagar, Safdarjung Enclave,New Delhi-110029 are the present practicing Company Secretary of the Company.

17. SHIFTING OF CORPORATE OFFICE OF THE COMPANY

The Corporate office of the Company will be shifted to "The Corenthum", Office No. 2312, 3rd Floor, 2nd Lobe, Tower A, A-41, Sector 62, Noida-201309, Uttar Pradesh w.e.f. 14th May, 2013.

18. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors confirm:

a) That in preparation of the Annual Accounts, the applicable accounting standards have been followed and there are no material departures;

b) That we 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 at the end of the financial year ended 31st March 2013 and of the Profit of the Company for that period;

c) That we 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 ;

d) That we have prepared the Annual Accounts on a going-concern basis.

19. PARTICULARS OF EMPLOYEES

During the year under review, there is no employee whose particulars are required to be disclosed in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

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

As required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure ''A'' to the Directors'' Report.

21. CORPORATE GOVERNANCE

Pursuant to Provisions contained in the Clause 49 of the Listing Agreement with the Stock Exchanges, the following are furnished as Annexure- ''B'' forming part of this Directors Report:

i. Report on Corporate Governance together with an Auditors Certificate on compliance of conditions of Corporate Governance as per clause 49 (VII) of the listing agreement.

ii. Certificate by Managing Director regarding compliance of Code of Conduct by the members of Board and Senior Management as per clause 49 (I) (D)(ii) of the listing agreement.

iii. Certificate from Managing Director/Chief Financial Officer regarding the financial statements presented to the Board as per Clause 49 (V) of the Listing Agreement.

22. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report (Annexure ''C'') forming part of the Corporate Governance forms part of Annual Report.

23. MATERIAL CHANGES AND COMMITMENTS EFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE YEAR AND THE DATE OF THIS REPORT

None

24. INDUSTRIAL RELATIONS

Your Company continued to enjoy cordial relations with all its employees. No man day was lost due to any Industrial Dispute.

25. FORWARD-LOOKING STATEMENT

This Report including its annexure contains forward-looking statements that involve risks and uncertainties. Actual results, performance or achievements could differ materially from those expressed or implied in such forward-looking statements. Significant factors that could make a difference to the Company''s operations include domestic and international economic conditions affecting demand-supply and price conditions, changes in government regulations, environmental regulations, tax regimes and other statutes.

26. ACKNOWLEDGEMENT

Your Board of Directors wish to thank and place on record their appreciation for the co-operation and support extended to the Company by the Government of India, State Government of Uttar Pradesh, other local authorities, Bankers, Suppliers, Customers, Dealers, Employees and other Stakeholders which have been a constant source of strength to the Company.

The Board of Directors also expresses its sincere gratitude to all the shareholders for their continuous support and trust they have shown in the management. The dedication and sense of commitment shown by the employees at all levels during the year deserve special mention.

Your Company is thankful to the parent Company Evonik Degussa GmbH, Germany for providing management, technical and marketing support. For & on behalf of the Board

Dara P. Mehta Pankaj Khandelwal

Place: New Delhi Chairman Managing Director

Date : 29th April, 2013


Mar 31, 2012

The Directors are pleased to present the 24th Annual Report together with the Audited Accounts for the financial year ended 31st March, 2012.

1. FINANCIAL HIGHLIGHTS

The summarized results for the year, rounded off to Rupees in millions, are given below:

PARTICULARS Year Ended Year Ended 31-March-2012 31-March-2011

Gross Turnover 770 710

Other Income 29 38

Total Expenditure (including excise duty) (726) (660)

Profit before Depreciation & Exceptional Items 73 88

Depreciation (28) (32)

Profit/(Loss) for the year before exceptional items 45 56

Profit/(Loss) on sale/ (provision) for impairment of Fixed Assets 7 (2)

Profit/(Loss) before tax 52 54

(Provision for)/Release of Taxation (5) (7)

Profit/(Loss) after tax 47 47

2. RESULTS OF OPERATIONS

The precipitated silica production and sales during the year is 16,299 MTs and 15,365 MTs as against 15,236 MTs and 15,213 MTs respectively in the previous year.

Your Company achieved a sales turnover of Rs. 770 Million during the year as compared to Rs. 710 Million during the previous year and recorded profit before depreciation & exceptional items of Rs. 73 Million as against Rs. 88 Million in the financial year 2010-11. There has not been made any transfer to reserves during the year.

The Company continues to strive for growth, higher realisations, energy optimization, better working capital management and better asset utilization. Our marketing policy is to provide products and services that always and unequivocally meet the agreed quality criteria.

3. PERFORMANCE HIGHLIGHTS

Your Directors are pleased to inform that during the year, your company had successfully completed its expansion of production capacity by 6,000 MTs per annum. The expanded capacity will yield higher volumes leading to higher profitability and growth in coming years.

4. FUTURE OUTLOOK

The Indian economy is experiencing strong growth. There are inherent opportunities available for the Company in a significant number of industries such as Tyres, Automotive Components, Toothpaste, Footwear, Agrochemicals and Food, all having silica applications which are growing rapidly.

The Company is actively pursuing growth opportunities and looking at areas to reduce its cost of production. The Company is evaluating plans to have optimum utilization of the production capacity and to improve its product mix.

5. DIVIDEND

No Dividend is recommended considering the funds needed for augmentation and to improve Company's financial strength.

6. TRANSFER OF FUND TO INVESTOR EDUCATION & PROTECTION FUND

There was no amount due for transfer to the investor education and protection fund during the year under review, pursuant to the provisions of Section 205C of the Companies Act, 1956.

7. VALUE CREATION FOR CUSTOMERS

We provide our internal and external customers products and services that always and unequivocally meet the agreed quality criteria. This is our declared goal and the measure of our actions. That is because only if the quality of our work lives up to the ever evolving requirements of our customers, we will continue to be successful in the future. The combination of our products and services enables us to offer package solutions that deliver real added value and make us the preferred business partner to our customers.

8. SOCIAL RESPONSIBILITY

Good governance demands adherence of social responsibility coupled with creation of value in the larger interest of the general public. We are committed to continuously improving our performance in the areas of environmental protection, health and safety as well as to the principles sustainable development and responsible care. Our code of conduct as well as our guidelines is exceeding the regulatory requirements. We continue to contribute towards society by some worthwhile causes. We aim to enhance the quality of life of the community in general and have a strong sense of social responsibility. The Company also extends support for promoting sports and socio-cultural activities for welfare of employees and their families.

9. WE BELIEVE IN QUALITY AS A SUCCESS FACTOR

Within the scope of Total Quality Management (TQM) we continuously improve the quality of our products, our services and our processes to enhance our high standard of quality. This constant optimization in partnership with our customers and suppliers is the driver towards market leadership and outstanding results in our core business.

Contemporaneously this enables us to fulfill the requirements as well as responsibilities to our employees just as well to society, environment and stakeholders, to develop in partnership too.

10. CUSTOMER ORIENTATION STARTS WITH TALENT DEVELOPMENT AND FAIRNESS

The key to achieving our goals is a motivated and skills workforce, a customer - oriented approach in our thoughts and actions, and a working relationship with our customers that is built on mutual trust.

11. CORPORATE GOVERNANCE VOLUNTARY GUIDELINES 2009

The Central Government promulgated in December 2009, a set of Corporate Governance Voluntary Guidelines. The mandatory requirements under Clause 49 of the Listing Agreement with the Bombay Stock Exchange cover most of the elements of these Corporate Governance Voluntary Guidelines 2009 accordingly your company has not adopted these voluntary guidelines.

12. CERTIFICATIONS AND RECOGNITIONS

The Commitment to quality is a process of continual improvement. The Company is holding ISO 9001: 2008 and ISO 14001: 2004 and HACCP Certifications. Our quality management system has successfully maintained ISO 9001: 2008 and ISO 14001: 2004 certifications through regularly scheduled annual audits and HACCP Certification through regularly scheduled bi-annual audits.

13. FIXED DEPOSITS

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made thereunder.

14. DIRECTORS

During the year, Mr. Hans Wolfgang Wilhelm Kirches, resigned as Director of the Company with effect from 14th October, 2011. The Board places on record its deep appreciation for the invaluable support and guidance received from Mr. Kirches during his association as Director of the Company.

Your Directors appointed Mr. Lear Bao as a Director of the Company with effect from 1st November, 2011 to fill up the casual vacancy caused by the resignation of Mr. Hans Wolfgang Wilhelm Kirches. Mr. Lear Bao will hold office till the date Mr. Hans Wolfgang Wilhelm Kirches would have held office i.e. the date of the ensuing Annual General Meeting of the Company. The Company has received a notice along with a deposit of Rs. 500/- from a shareholder under Section 257 of the Companies Act, 1956 signifying his intention to propose the candidature of Mr. Lear Bao for the office of Director. The Board recommends his appointment at the ensuing Annual General Meeting.

Mr. Matthias Hau, resigned as Managing Director and Directorship from Board and all Committees thereof with effect from 1st March, 2012. The Board places on record its deep appreciation of valuable services and contribution in the growth of the Company given by Mr. Matthias Hau during his tenure as the Managing Director of the Company.

Mr. Pankaj Khandelwal was appointed by the Board of Directors of the Company as Additional Director and Managing Director with effect from 1st March, 2012. In terms of Section 260 of the Companies Act, 1956, Mr. Pankaj Khandelwal will hold office as Additional Director upto the date of ensuing Annual General Meeting. In terms of the provisions of Section 198, 269 & 309 read with Schedule XIII of the Companies Act 1956 approval of shareholders is required for the appointment of Mr. Pankaj Khandelwal as Managing Director of the Company.

The Company has received a notice along with a deposit of Rs. 500/- from a shareholder under Section 257 of the Companies Act, 1956 signifying his intention to propose the candidature of Mr. Pankaj Khandelwal for the office of Director. The Board recommends his appointment as Director and Managing Director at the ensuing Annual General Meeting.

Mr. Frank Heinz Lelek appointed by the Board of Directors of the Company as Additional Director with effect from 3rd May, 2012. In terms of Section 260 of the Companies Act, 1956, Mr. Frank Heinz Lelek will hold office as Additional Director upto the date of ensuing Annual General Meeting. The Company has received a notice along with a deposit of Rs. 500/- from a shareholder under Section 257 of the Companies Act, 1956, signifying his intention to propose the candidature of Mr. Frank Heinz Lelek for the office of Director. The Board recommends his appointment as Director at the ensuing Annual General Meeting.

In accordance with provisions of Companies Act, 1956 and Articles of Association, Dr. Gurnad Singh Sodhi and Mr. Andreas Bernd Fischer, Directors retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer themselves for re-appointment. The Board recommends their re-appointment.

15. AUDITORS

M/s. S.R. Batliboi & Associates, Chartered Accountants, (Firm Registration No. with ICAI - 101049W), member firm of Ernst & Young Global Ltd., present Statutory Auditors of the Company holds office until the date of the ensuing Annual General Meeting. It is proposed to re-appoint them as statutory auditors of the Company until the conclusion of next Annual General Meeting. M/s. S.R. Batliboi & Associates, Chartered Accountants, (Firm Registration No. with ICAI - 101049W) have expressed their willingness for re-appointment as Statutory Auditors of the Company and have further confirmed that the said re-appointment would be in conformity with provisions of Section 224(1 B) of the Companies Act, 1956.

The observations in the Auditors' Report read with the Notes to Financial Statements are self-explanatory and do not require any comments.

16. COST AUDITORS

In terms of requirement of The Companies (Cost Accounting Records) Rules, 2011 as notified by the Ministry of Corporate Affairs vide its notification dated 3rd June, 2011, your company is maintaining all the prescribed cost records. Further the Company has appointed M/s Aseem Jain & Associates, as Cost Accountant of the Company under these Rules. The prescribed compliance report for the financial year ended 31st March, 2012, duly certified by M/s Aseem Jain & Associates, Cost Accountant of the Company, along with the prescribed annexure thereon will be filed with the Central Government within the prescribed time.

17. CHANGE IN ACCOUNTING POLICY

During the year, the revised Schedule VI notified under the Companies Act, 1956, has become applicable to the company, for preparation and presentation of its financial statements. The adoption of revised Schedule VI does not impact recognition and measurement principles followed for preparation of financial statements. However, it has significant impact on presentation and disclosures made in the financial statements. The company has also reclassified the previous year figures in accordance with the requirements applicable in the current year.

18. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, your Directors confirm:

a) That in preparation of the Annual Accounts, the applicable accounting standards have been followed and there are no material departures;

b) That we 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 at the end of the financial year ended 31st March, 2012 and of the Profit of the Company for that period;

c) That we 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 ;

d) That we have prepared the Annual Accounts on a going-concern basis.

19. PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time, is given in Annexure 'A' to the Directors' Report.

20. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure 'B' to the Directors' Report.

21. CORPORATE GOVERNANCE

Pursuant to Provisions contained in the Clause 49 of the Listing Agreement with the Stock Exchange, the following are furnished as Annexure- 'C' forming part of this Directors' Report:

i. Report on Corporate Governance together with an Auditors' Certificate on compliance of conditions of Corporate Governance as per clause 49 (VII) of the Listing Agreement.

ii. Certificate by Managing Director regarding compliance of Code of Conduct by the members of Board and Senior Management as per clause 49 (I) (D)(ii) of the Listing Agreement.

iii. Certificate from Managing Director/Chief Financial Officer regarding the financial statements presented to the Board as per Clause 49 (V) of the Listing Agreement.

22. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report (Annexure 'D') forming part of the Corporate Governance forms part of Annual Report.

23. MATERIAL CHANGES AND COMMITMENTS EFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE YEAR AND THE DATE OF THIS REPORT

None

24. INDUSTRIAL RELATIONS

Your Company continued to enjoy cordial relations with all its employees. No man day was lost due to any Industrial Dispute.

25. FORWARD-LOOKING STATEMENT

This Report including its annexure contains forward-looking statements that involve risks and uncertainties. Actual results, performance or achievements could differ materially from those expressed or implied in such forward-looking statements. Significant factors that could make a difference to the Company's operations include domestic and international economic conditions affecting demand-supply and price conditions, changes in government regulations, environmental regulations, tax regimes and other statutes.

26. ACKNOWLEDGEMENT

Your Board of Directors wish to thank and place on record their appreciation for the co-operation and support extended to the Company by the Government of India, State Government of Uttar Pradesh, other local authorities, Bankers, Suppliers, Customers, Dealers, Employees and other Stakeholders which have been a constant source of strength to the Company.

The Board of Directors also expresses its sincere gratitude to all the shareholders for their continuous support and trust they have shown in the management. The dedication and sense of commitment shown by the employees at all levels during the year deserve special mention.

Your Company is thankful to the parent Company Evonik Degussa GmbH, Germany for providing management, technical and marketing support.

For & on behalf of the Board

Dara P. Mehta Pankaj Khandelwal

Place: New Delhi Chairman Managing Director

Date : 3rd May, 2012

 
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