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Directors Report of Ion Exchange (India) Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 51st Annual Report and Accounts forthe year ended 31st March, 2015.

FINANCIAL RESULTS

The highlights ofthe financial results are as follows:

Year ended Year ended March 2015 March 2014 (Rs. in Lacs) (Rs. in Lacs)

Profit before taxation 3,802 3,140

Less: Provision fortaxation :

Currenttax 1,315 1,079

Deferred tax (127) 9

Profit after tax 2,614 2,052

Add: Balance in Profit & Loss Account brought forward from Previous Year 7,684 6,128

Less: Additional Depreciation 163 -

Profit balance available for appropriation 10,135 8,180

Appropriations:

Dividend including Proposed Dividend 436 292

Tax on dividend 69 49

Transfer to General Reserve - 155

Balance in Profit & Loss Account Carried Forward to Balance Sheet 9,630 7,684

OPERATIONS

During the financial year ended 31st March, 2015, the net profit after tax of the company has increased by 27% to Rs.2,614 lacs, as compared to previous year's net profit after tax of Rs. 2,052 lacs, although the turnover ofthe Company increased marginally at Rs. 762 crores as compared to Rs. 736 crores of the previous year.

DIVIDEND

The Directors are pleased to recommend a dividend of Rs.2/- [20%] per equity share for the financial year ended 31st March, 2015 and a special dividend e.g. Re. 1/- [10%] per share on occasion ofthe Company's Golden Jubilee Year.

FUTURE OUTLOOK

Overall, global growth is expected to rise moderately to 3 percent in 2015-16 and average about 3.3 percent through 2017. High-income countries are likely to see growth of 2.2 percent during 2015-17, up from 1.8 percent in 2014, on the back of gradually recovering labour markets, fiscal consolidation, and still-lowfinancing costs.

India is likely to emerge as the fastest growing economy by clocking a growth rate of 7.5 percent in FY 2015-16 and 7.7 percent in 2016-17 on the back of recent policy initiatives, pick-up in investments and lower oil prices.

The various initiatives being proposed by the Government such as labour reforms and GST will help boost investments in the Indian economy. The Government's launch of Swachh Bharat Mission, Smart Cities and National Rural Drinking Water Programme aims to provide drinking water and sanitation to rural and urban regions. These developments are expected to result in more opportunities for a company like yours.

Also, with the projected growth in GDP of 7.5 percent, the water demand of various industries, institutions, communities and homes will continue to rise. With stricter enforcement of discharge norms and reduced water foot print, waste water treatment, recycle and zero liquid discharge plants will be in greater demand as they form an important part ofthe agenda for sustainable growth. Thus the future of the environment management industry, in which your Company is a prominent player, appears optimistic.

Your Company expects to benefit from the above mentioned growth initiatives as it offers advanced products and services for total environment solutions. We expect to increase our market share and improve profitability in the resurgent economic scenario.

Besides this, your Company's increased thrust in the international market will help strengthen its global position and we expect the share of international business in the overall turnover of the Company to go up.

FINANCIAL RESOURCES

Fixed Deposits

The Company discontinued accepting Fixed Deposits from Public and shareholders in the previous year. The Company has not accepted deposit from the public falling within the ambit of section 73 of the Companies Act 2013. and The Companies (Acceptance of Deposits) Rules, 2014

Particulars of Loans, Guarantees or Investments.

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Employees' Stock Option Schemes

The details of Employees' Stock Option Schemes ESOS - 2001, ESOS - 2003, ESOS 2005 and ESOS 2008 as required to be given under SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, as amended, are given in the Report on Corporate Governance.

SUBSIDIARY COMPANIES

Aqua Investments (India) Ltd. and Watercare Investments (India) Ltd.

During the year ended 31st March, 2015, the Subsidiary companies M/s.Aqua Investments (India) Limited posted profit of Rs. 27.72 lacs compared to Rs. 2.12 lacs of the previous year and M/s. Watercare Investments (India) Ltd. posted profit of Rs.8.27 lacs compared to Rs.7.85 lacs ofthe previous year.

Ion Exchange Enviro Farms Limited (IEEFL)

During the year under review, company clocked a turnover of Rs. 56.80 Lacs as against Rs.106.69 Lacs in the previous year.

The farm production was adversly attected due to vagaries of nature.

The Company had approached SEBI to facilitate modalities of compliance of "SEBI Collective Investments Scheme (CIS) Regulations 1999". The company has submitted required documentation to SEBI and awaits direction.

Ion Exchange Infrastructure Limited

The Company achieved turnover of Rs. 618.05 lacs as compared to Rs. 1,474.16 lacs for the previous year. The Company incurred a loss of Rs.400.15 lacs compared to loss of Rs. 96.91 lacs for the previous year. The performance of the company was affected mainly due to continued slow down in economic conditions which resulted in delay in finalization of large infrastructure projects.

The Company has been established with a view to undertake projects for intake water, water treatment, distribution and waste management on lump sum turn key basis.

Ion Exchange Asia Pacific Pte Ltd., Singapore and Ion Exchange Asia Pacific (Thailand) Ltd., Thailand

The Company achieved a consolidated turnover of Rs.3,183.72 lacs for the year under review and has registered a growth of 67% over previous year.

The performance ofthe company improved and it has achieved financial stability during the year under review.

Thailand subsidiary has maintained its focus on petroleum, power and sugar segments and also has increased its presence in chemical business in Thailand and neighbouring countries.

IEI Environmental Management [M] SDN.BHD, Malaysia

The Company achieved a turnover of Rs.109.56 lacs for the year under review.

The Company's main activity is trading in water filtration equipments, water chemicals, resins and taking up projects of installing water filtration plants of any nature. The Company has been established with a view of facilitating operations in Malaysia and is a strategic investment which would be crucial for increasing the overall Exports to the country.

Ion Exchange Environment Management (BD) Limited, Bangladesh

The Company achieved a turnover of Rs. 864.45 lacs for the year under review showing improvement of 25% over the previous year. The company's main focus area is industrial water and waste water treatment. Company proposes to enter into infrastructure segment in near future.

Ion Exchange WTS (Bangladesh) Limited, Bangladesh

The Company achieved a turnover of Rs. Nil for the year under review.

The Company is currently not in operation.

Ion Exchange & Co. LLC, Oman

The Company achieved a turnover of Rs.1,908.66 lacs for the year under review as against Rs.2118.23 lacs for the previous year. However it registered a higher profit at Rs. 329 lacs as compared to Rs. 43 lacs for previous year.

The company showed improvement over the previous year mainly due to cost optimization and improvement in operating efficiencies.

The company has started looking into possible in infrastructure sector for drinking water and saintation projects.

Ion Exchange LLC, USA

The Company achieved a turnover of Rs.1,559.70 lacs for the year under review.

This subsidiary is established to address the needs ofUS and Canada markets.

The major focus continues to be marketing of Ion Exchange resins. Focus to promote speciality resins has helped in improving the Company's margins.

Ion Exchange Projects and Engineering Limited

The Company achieved a turnover of Rs.3,364.78 lacs for the year under review.

The Company has acquired the Project Division (covering domestic turnkey projects) of Ion Exchange (India) Limited, the holding company, with effect from 1st August 2012, vide Business Transfer Agreement dated 29th October 2012.

Global Composites and Structurals Limited

The Company achieved a turnover of Rs. 434.97 lacs for the year under review.

The Company is in the business of providing integrated engineering services across the life cycle of a project and has expertise in the manufacture of RO pressure tubes and FRP tanks and electrical load distribution for water treatment industries.

Ion Exchange Safic (Pty) Limited, South Africa

The Company achieved a turnover of Rs. 273.04 lacs for the year under review.

The Company is a Joint venture Company set up in South Africa with Safic (Pty) Ltd. which is part of Accentuate Group.

Business volume did not pick up as anticipated due to local economic conditions in general and mining industry in particular. South Africa is a gaterway to other African countries and the company intends to increase its presence in other African countries in the coming year.

Total Water Management Services (India) Ltd.

The Company achieved a turnover of Rs.15.53 lacs for the year under review.

The Company is in the business of providing total water management solutions across the spectrum.

Ion Exchange Purified Drinking Water Pvt Ltd.

The Companywas incorporated on 25th September2013.

The Company is set-up as a special purpose vehicle to implement PPP (Public Private Partnership) project for bottle water supply to Indian Railway Catering and Tourism Corporation Limited (IRCTC). The project is under advance stage of implementation.

ASSOCIATE AND JOINT VENTURE COMPANIES

A statement as required under Section 129 of the Companies Act, 1956, is attached tothe Annual Report in formAOC-1.

DIRECTORS

Mr. M. P. Patni, Director, retires by rotation and being eligible has offered himselffor re-appointment.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) ofthe Companies Act, 2013 and Clause 49 of the Listing Agreement.

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 ofthe Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually, as well as the evaluation ofthe working of its Committees. The evaluation was done after taking into consideration the criteria laid down by Nomination and Remuneration committee. The criteria for evaluation included participation in deliberations, specific contributions made, compliance with company's code of conduct, carrying out assigned tasks in timely and efficient manner and planning and formulating the company's strategies. The performance evaluation of Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman, non- independent Directors and the Board was carried out by Independent Directors. The Board of Directors expressed satisfaction with the evaluation process.

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3) (c) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation given relating to material departures;

(ii) appropriate accounting policies have been selected and applied consistently and judgments and estimates were made that were reasonable and prudent so as to give a true and fair view ofthe state of affairs ofthe Company at the end of the financial year and of the profit of the Company for that period ;

(iii) proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions ofthe Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities have been taken to the best of their knowledge ;

(iv) the annual accounts have been prepared for the financial year ended 31st March, 2015 on a going concern basis.

(v) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

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

KEY MANAGERIAL PESONNEL

During the under review, the Company has appointed following persons as key Managerial Personnel

Sr. No. Name of the Person Designation

1 Mr. Rajesh Sharma Chairman & Managing Director

2 Mr.N.M.Ranadive Chief Financial Officer

3 Mr. Milind Puranik Company Secretary

NUMBER OF MEETINGS OF THE BOARD

The details of number of meetings of the Board held during the financial year 2014-15 forms part ofthe Corporate Governance

WHISTLE BLOWER POLICY

The Company has a whistle blower policy to report genuine concerns or grievances. The Whistle Blower Policy has been posted on the website ofthe Company (www.ionindia.com).

RELATED PARTY TRANSACTIONS

All transactions entered with related parties for the year under review were on arm's length basis and in the ordinary course of business and that the provisions of section 188 of the Companies Act, 2013 are not attracted. Further, there are no material related party transactions under review with the promoters, directors or key managerial personnel. The Company has developed a related party transactions framework through standard operating procedures for the purpose of identification and monitoring ofsuch transactions.

All related party transactions are placed before the audit committee as also to the board for approval. A statement giving details of all related party transactions are placed before the audit committee and board for review and approval on a quarterly basis. Suitable disclosure as required by accounting standards (AS-18) has been made in the notes to the financial statements.

The policy on related party transactions as approved by the board of directors has been uploaded on the website of the company. The web link of the same has been provided in the corporate governance report. None of the directors has any pecuniary relationship or transactions vis a vis the Company.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule, 5 ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respectofemployees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office ofthe Company during business hours on working days ofthe Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS.

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status ofthe Company and its future operations.

QUALITY INITIATIVES

The management ofthe company has always been committed to high quality products & services to its customers and ensuring safety to its customers and ensuring safety & occupation health of its employees. The integrated occupational health system, the Quality system namely IS09001:2008 and Environmental Management system namely IS014001:2004

During the year (2014-15), the chemical factory, International Division & Customer Support Division have been re-certified for the IS09001-2008 quality systems. In addition, the chemical factory has been recertified for IS014001-2004 and OHSAS18001-2007 standards. Apart from this, ourResin, SSD Goa, Hosur factories and the subsidiary namely Ion Exchange Projects and Engineering Ltd has successfully cleared their Surveillance audits.

The resin facility at Ankleshwar has also obtained renewed prestigious certificates for various products and facilities.which are on follows :

WQA-Gold seal certificate from the Water Quality Association - USA, Kosher Certificate from the Kashruth council of Canada, Halal Certificate from the Manjellis Ulama Indonesia, The Indonesia Counsil of Ulama, cGMP (Current Good Manufacturing Practice) and cGLP(Good Laboratory Practice) certificate from the Food and Drug Control Administration - Gujarat state.

Our chemical factory obtained product certification of Halal from the Manjellis Ulama Indonesia, The Indonesia Counsil of Ulama.

The company uses Balance Scorecard as a tool for implementing and monitoring the business strategies and action plans. Our company also undertakes regular quality improvements projects to continuously improve level of operational performance.

AUDITORS

The Statutory Auditors, M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, resigned during the year. The Board of Directors at their meeting held on 16th October 2014 appointed M/s BSR & Co LLP, Chartered Accountants, as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. S. R. Batliboi & Co. LLP, Chartered Accountants. Subsequently as provided under Companies Act 2013 shareholders approved the appointment of M/s BSR & Co LLP, Chartered Accountants as Statutory Auditors within three months by way of Postal Ballot. As provided under section 139 (8) they hold the office of Statutory Auditors till the conclusion of ensuing Annual General Meeting and are eligible for re- appointment.

Pursuant to the provisions of section 139 ofthe Companies Act 2013 and rules framed there under, it is proposed to appoint M/s BSR & Co LLP, Chartered Accountants as statutory auditors of the Company from the conclusion of forthcoming AGM till the conclusion of fifty sixth AGM to be held in the year 2020, subject to ratification of their appointment at every AGM.

Branch Auditors

The Branch Auditors, M/s Charantimath Associates appointed to conduct Audit of Ion Exchange Services [ A division of Ion Exchange (India) Limited], Bangaluru, hold office until the conclusion of this meeting and are eligible for re-appointment. Pursuant to the provisions of section 139 ofthe Companies Act 2013 and rules framed there under, it is proposed to appoint M/s Charantimath Associates as branch auditors of the

Company from the conclusion of forthcoming AGM till the conclusion ofnextAGM..

Cost Audit

Pursuantto Section 148 ofthe Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its Chemicals Manufacturing activity is required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed M/s. Kishore Bhatia & Associates to audit the cost accounts ofthe Company for the financial year ending 31st March 2016. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member's ratification for the remuneration payable to M/s. Kishore Bhatia & Associates, Cost Auditors is included in the Notice convening the Annual General Meeting.

CONSOLIDATED FINANCIAL STATEMENTS

As required by Accounting Standard 21 'Consolidated Financial Statements' issued by the Institute of Chartered Accountants of India, the audited Consolidated Financial Statements of the Group are enclosed.

As required by Accounting Standard 21 'Consolidated Financial Statements' issued by the Institute of Chartered Accountants of India, the audited Consolidated Financial Statements ofthe Group are enclosed.

The Company will make available the Annual Accounts ofthe subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies are placed on Company's website and the same are open for inspection atthe Registered Office ofthe Company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

CORPORATE GOVERNANCE

A report on Corporate Governance as required under Clause 49 ofthe listing agreement forms part of this annual report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Report on Management discussion and analysis as required under Clause 49(V) ofthe listing agreement forms part of this annual report.

EXTRACT OF ANNUAL RETURN

The details forming part ofthe extract ofthe Annual Return in form MGT 9 is annexed herewith as "Annexure I".

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. GMJ & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit ofthe Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure II".

CORPOARTE SOCIAL RESPONSIBILITY (CSR)

As a part of its initiative under the "Corporate Social Responsibility" (CSR) drive, the Company has undertaken projects in the areas of enviornment, education and safe drinking water. These projects are in accordance with Schedule VII ofthe Companies Act, 2013 and the Company's CSR Policy. The Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as "Annexure III" forming part of this report.

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

Information in accordance with Section 134 (m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014 and forming part of this Report for the year ended 31st March, 2015 is given in "Annexure IV".

ACKNOWLEDGEMENTS

Your Board conveys its deep appreciation ofthe co-operation extended by customers, suppliers, banks, financial institutions, contribution made by employees for the company's growth, shareholders and fixed deposit holders.

On behalf ofthe Board of Directors

Mumbai Rajesh Sharma

Date : 25th May, 2015 Chairman & Managing Director


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 50th Annual Report and Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

The highlights of the financial results are as follows:

Year ended Year ended March 2014 March 2013 (Rs. in Lacs) (Rs. in Lacs)

Profit before taxation 3,140 3,248

Less: Provision for taxation :

Current tax 1,079 823

Deferred tax 9 276

Profit after tax 2,052 2,149

Balance in Profit & Loss Account brought forward from Previous Year 6,128 4,480

Profit balance available for appropriation 8,180 6,629

Appropriations:

Dividend including Proposed Dividend 292 290

Tax on dividend 50 49

Transfer to General Reserve 155 162

Balance in Profit & Loss Account Carried Forward to Balance Sheet 7,683 6,128

OPERATIONS

During the financial year ended 31st March, 2014, the net profit after tax of the company was Rs. 2,052 lacs, as compared to previous year''s net profit after tax of Rs. 2,149 lacs. The turnover was at Rs. 736 crores as compared to Rs. 795 crores of the previous year.

DIVIDEND

The Directors are pleased to recommend a dividend of Rs.2/- [20%] per equity share for the financial year ended 31st March, 2014.

FUTURE OUTLOOK

We expect that the industry in which your company operates will see significant investments by the government and private sector. These investments maybe directed towards the twin objectives of environmental protection and sustained growth. The government is likely to take a lot of initiatives through various economic reforms and policies to build infrastructure and boost growth. Industry as a whole is likely to achieve an uptick in growth with mining clearances, improved electricity generation and removal of other procedural bottlenecks. It is anticipated that technologies oriented towards efficient usage of our water resources would gain favour from government and industry alike. Therefore technologies for treating waste water, recycling and zero liquid discharge are likely to be an important part of the agenda to ensure sustainable growth. Overall the growth for your company''s industrial sector should be around 15%.

Your company offers advanced products and services covering all the key technologies for water and waste water treatment plants, water treatment chemicals, resins, as well as high quality integrated services. Your company expects to benefit from heightened level of new projects and plant constructions with a focus on advanced treatment technologies which has always been a key revenue driver for the water treatment sector. Increased growth should be seen in the advanced treatment technologies.

FINANCIAL RESOURCES

Share Capital

Under Employees'' Stock Option Scheme - ESOS - 2008, the Employees'' Stock Option Compensation Committee (ESOCC) allotted 47,800 equity shares [29,300 equity shares] to the employees of the Company. The paid-up equity capital of the Company increased from 13,59,11,610/- to Rs.13,63,89,610/- after allotment

Pursuant to amalgamation of Ion Exchange Services Ltd. into the Company the Board of Directors at their meeting held on 24.07.2013 allotted 11,80,256 shares to the shareholders of Ion Exchange Services Ltd in exchange of their holding in that Company. The paid-up equity capital of the Company increased from Rs. 13,63,89,610/- to Rs.14,53,21,590/- after the allotment of above shares and giving effect to reduction of capital by 2,87,058 shares as per the High court order.

Fixed Deposits

As on 31st March 2014, 75 fixed deposits amounting to Rs. 15,90,000/- remained unclaimed. 2 Deposits amounting to Rs. 40,000/- have been renewed / claimed since then.

EMPLOYEES'' STOCK OPTION SCHEMES

The details of Employees'' Stock Option Schemes ESOS - 2001, ESOS - 2003, ESOS 2005 and ESOS 2008 as required to be given under SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, as amended, are given in the Report on Corporate Governance.

SUBSIDIARY COMPANIES

Aqua Investments (India) Ltd. and Watercare Investments (India) Ltd.

During the year ended 31st March, 2014, the Subsidiary companies M/s.Aqua Investments (India) Limited posted profit of Rs 2.12 lacs compared to Rs. 8.52 lacs of the previous year and M/s. Water Care Investments (India) Ltd. posted profit of Rs.7.85 lacs compared to Rs. 7.21 lacs of the previous year.

Ion Exchange Enviro Farms Limited (IEEFL)

During the year under review, company clocked a turnover of Rs 106.69 Lacs as against Rs. 127.03 Lacs in the previous year.

Farm produce suffered due to environmental factors and in- adequate water availability.

Sales of premium input product –"Enviro Reach" continued to remain affected due to severe competition from unorganized sector and newer spraying technologies reducing water consumption and hence lesser sales volumes of Enviro Reach.

Your company has offered a new biodegradable input product "Bio Dip F" in the market on experimental basis, which is well received in the grapes segment. We are now experimenting it in select geographies in different segments such as pomegranates, chilies and vegetables, for increasing volumes. R & D has been simultaneously working on some changes in this product to make it more user friendly, based on the initial market feedback.

The Company had approached SEBI to facilitate modalities of compliance of "SEBI Collective Investment Scheme(CIS) Regulations 1999". Subsequent to our submissions to SEBI vide letter of May 16th, 2013, followed with a meeting on 27th November 2013, some additional details about compliance of the Scheme and financial results etc were called for which have been duly complied with vide letter dated 13th December, 2013.

Ion Exchange Infrastructure Limited

The Company achieved turnover of Rs. 1,474.16 lacs as compared to Rs. 3,064.45 lacs for the previous year. The Company incurred a loss of Rs. 96.91 lacs compared to profit of Rs. 71.42 lacs for the previous year. The drop in Sales is mainly due to slowdown of economy resulting in delay in finalisation of large infrastructure contracts.

The Company has been established with a view to undertake projects for intake water, water treatment, distribution and waste management on lump sum turn key basis. The Company also provides comprehensive technical and process assistance services such as consultancy, design, detailed engineering and turnkey contracting.

Ion Exchange Asia Pacific Pte Ltd., Singapore and Ion Exchange Asia Pacific (Thailand) Ltd., Thailand The Company achieved a consolidated turnover of Rs 1,900.84 lacs for the year under review.

During the year under review the Company has turn around and posted profit. A well defined and refocused approach to the market has helped the Company to improved performance. The Company started focusing more on partnering with local engineering companies with pre-engineered solutions to help the partner company to win their business. The back to back arrangement with such companies has helped to win few important projects. The Company has healthy order back position which augurs well for future growth.

Similar approach to Thailand subsidiary has helped Thailand operations. The Company is focusing on Petroleum and Power segment and also re-looking at Chemicals business in Thailand.

IEI Environmental Management [M] SDN.BHD, Malaysia

The Company achieved a turnover of Rs.459.79 lacs for the year under review.

The Company''s main activity is trading in water filtration equipments, water chemicals, resins and taking up projects of installing water filtration plants of any nature. The Company has been established with a view of facilitating operations in Malaysia and is a strategic investment which would be crucial for increasing the overall Exports to the country.

Ion Exchange Environment Management (BD) Limited, Bangladesh

The Company achieved a turnover of Rs. 668.29 lacs for the year under review.

The Company is set up with a view to strengthen and widen the Company''s presence in the Bangladesh market.

External conditions of business environment in Bangladesh continue to be uncertain and hence performance of the Company was in line with the previous year. The Company is confident, with the improvement in the external business environment, the performance of the Company will improve in the coming year.

Ion Exchange WTS (Bangladesh) Limited, Bangladesh

The Company achieved a turnover of Rs. NIL lacs for the year under review.

The Company is operating in the field of maintenance services for water treatment and waste water treatment plants.

Ion Exchange & Co. LLC, Oman

The Company achieved a turnover of Rs.2,118.23 lacs for the year under review.

The Company is set up to address the needs of Middle East market especially Oman.

The JV continues to make profit for last four years, The on going operation contracts with PDO (Petroleum Development of Oman), a central oil exploration company of Oman is running smoothly. Your company now employs more than 15 local Bahrain national staff as per Government regulations.

Your company has started looking into possible alliance with other engineering companies for infrastructure and small sewage treatment plants.

Ion Exchange LLC, USA

The Company achieved a turnover of Rs.1,705.58 lacs for the year under review.

This subsidiary is established to address the needs of U S market. The Company''s operations will substantially benefit and address the parent company''s needs in the US.

The major focus on pharmaceutical resins is expected to enhance speciality resin business in the coming year. This will help improve on the margins.

Ion Exchange Projects and Engineering Limited

The Company achieved a turnover of Rs.6,283.83 lacs for the year under review.

The Company was incorporated on 9th April 2012. The Company had acquired the Project Division (covering domestic turnkey projects) of Ion Exchange (India) Limited, the holding company, with effect from 1st August 2012, vide Business Transfer Agreement dated 29th October 2012.

Global Composites and Structurals Limited

The Company achieved a turnover of Rs. 1,654.02 lacs for the year under review.

The Company is in the business of providing integrated engineering services across the life cycle of a project and has expertise in the manufacture of RO pressure tubes and FRP tanks and electrical load distribution for water treatment industries.

Ion Exchange Safic (Pty) Limited, South Africa

The Company achieved a turnover of Rs. 284.57 lacs for the year under review.

The Company is a Joint venture Company set up in South Africa with Safic (Pty) Ltd. which is part of Accentuate Group.

Efforts are on to establish the Business in South Africa which has strong presence of International competitors. We are working on possible alignments with local companies thorugh JV for Business development in the coming year. We hope, this alignment will help the Company to have greater market share of the water treatment business.

Total Water Management Services (India) Ltd.

The Company achieved a turnover of Rs. 11.73 lacs for the year under review.

The Company is in the business of providing total water management solutions across the spectrum.

Ion Exchange Purified Drinking Water Pvt Ltd.

The Company was incorporated on 25th September 2013.

The Company is set as a special purpose vehicle for development and setting up of drinking water plant on PPP

model for Rail Neer Projects of Indian Railway Catering and Tourism Corporation Limited (IRCTC).

A statement as required under Section 212 of the Companies Act, 1956, is attached to the Annual Report.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

CONSOLIDATED FINANCIAL STATEMENTS

As required by Accounting Standard 21 ''Consolidated Financial Statements'' issued by the Institute of Chartered Accountants of India, the audited Consolidated Financial Statements of the Group are enclosed.

DIRECTORS

The shareholders at the previous Annual General Meeting held on 24th September 2013 had appointed Mr. Rajesh Sharma as Chairman and Managing Director for five years commencing from 1st April, 2013. However pursuant to enactment of Companies Act, 2013 and letter dated 4th July 2014 of Ministry of Corporate Affairs it is proposed to reappoint Mr. Rajesh Sharma as Chairman & Managing Director for five years commencing from 1st April, 2014. The re-appointment is proposed by resolution which forms part of the Notice of Annual General Meeting.

At the Board meeting held on 19th March 2014 Mr. Dinesh Sharma and Mr. Aankur Patni were re-appointed as Executive Directors with effect from 1st April 2014. The re-appointments of Mr. Dinesh Sharma and Mr. Aankur Patni as Executive Directors are being proposed by resolutions which form part of the Notice of Annual General Meeting.

The Company had pursuant to the provisions of clause 49 of the listing agreement entered into with Stock Exchange, appointed Dr. V. N. Gupchup, Mr. T M. M. Nambiar, Mr P. Sampathkumar, Mr. Abhiram Seth, Mr. Shishir Tamotia, Mrs. Kishori Udeshi as Independent Directors of the Company.

As per section 149(4) of the Companies Act, 2013 (Act), which came into force from April1, 2014, every listed public company is required to have at least one third of the total number of directors as Independent Directors. In accordance with the provisions of section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM).

Mr. M. P. Patni, Director, retires by rotation and being eligible has offered himself for re-aapointment.

The Board regrets to inform shareholders of the sad demise of Mr. A.K. Marfatia on 21st June 2013. The Directors have placed on record their appreciation of the valuable advise and guidance rendered by Mr. Marfatia.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that :

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

(ii) appropriate accounting policies have been selected and applied consistently and judgments and estimates were made that were 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 and of the profit of the Company for that period ;

(iii) 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 have been taken to the best of their knowledge ;

(iv) the annual accounts have been prepared for the financial year ended 31st March, 2014 on a going concern basis.

CORPORATE GOVERNANCE

A report on Corporate Governance as required under Clause 49 of the listing agreement forms part of this annual report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Report on Management discussion and analysis as required under Clause 49(V) of the listing agreement forms part of this annual report.

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

Information in accordance with 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 and forming part of this Report for the year ended 31st March, 2014 is given in Annexure I.

PARTICULARS OF EMPLOYEES

The details required to be given under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended are provided given in Annexure forming part of this report. In terms of section 219 (1) (b) (iv) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary

QUALITY INITIATIVES

The Management of the company has always been committed to providing high quality products & services to its customers and ensuring safety & occupational health of its employees. The integrated Occupational Health system, the Quality Management System namely ISO 9001 : 2008 and Environmental Management Systems namely ISO 14001: 2004 have been adopted by all your factories.

During the year, the resin, chemical and the Hosur engineering factories have been recertified for the ISO 9001- 2008 quality systems. In addition, the chemical factory has been recertified for OHSAS18001 -2007.

The resin facility at Ankleshwar has also obtained following prestigious certificates for various products and facilities:

WQA-Gold seal certificate from the Water Quality Association, USA, Kosher Certificate from the Kashruth Council of Canada, Halal Certificate from the Manjelis Ulama Indonesia, The Indonesian Council of Ulama. EU written Confirmation from the Government of India, Ministry of Health & Family Welfare, Central Drug Standard Control Organisation, New Delhi. Besides this the Company has also received cGMP (Current General Manufacturing Practice) and cGLP (General Laboratory Practice) Certificates from the Food and Drug Control Administration - Gujarat state and the WHO-GMP Certificate from (CDSCO - Ahmedabad) Food and Drug Administration - Gujarat state.

The company uses Balanced Scorecard as a tool for implementing and monitoring the business strategies and action plans. Your company also undertakes regular quality improvement projects to continuously improve levels of operational performance.

AUDITORS

The Statutory Auditors, M/s. S. R. Batliboi & Co. LLP hold office until the conclusion of this meeting and are eligible for re- appointment. Pursuant to the provisions of section 139 of the Companies Act 2013 and rules framed there under, it is proposed to appoint M/s. S. R. Batliboi & Co. LLP as statutory auditors of the Company from the conclusion of forthcoming AGM till the conclusion of fifty third AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

Branch Auditors

The Branch Auditors, M/s Charantimath Associates appointed to conduct Audit of Ion Exchange Services [ A division of Ion Exchange (India) Limited], Bangaluru, hold office until the conclusion of this meeting and are eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act 2013 and rules framed there under, it is proposed to re-appoint M/s Charantimath Associates as branch auditors of the Company from the conclusion of forthcoming AGM till the conclusion of next AGM.

Cost Audit

The Directors have re-appointed M/s Kishore Bhatia & Associates, cost accountants as cost auditors to audit the accounts relating to cost records for the financial year ending March 31, 2015.

ACKNOWLEDGEMENTS

Your Board conveys its deep appreciation for the co-operation extended by customers, suppliers, banks, financial institutions, contribution made by employees for the company''s growth, shareholders and fixed deposit holders.

On behalf of the Board of Directors

Rajesh Sharma Chairman & Managing Director

Mumbai Date : 29th July 2014


Mar 31, 2013

The Directors have pleasure in presenting the 49th Annual Report and Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

The highlights of the financial results are as follows:

Year ended Year ended March 2013 March 2012 (Rs. in Lacs) (Rs. in Lacs)

Profit before taxation 3,248 2,562

Less: Provision for taxation :

Current tax 823 905

Deferred tax 276 (98)

Profit after tax 2,149 1,755

Balance in Profit & Loss Account brought forward from Previous Year 4,480 3,173

Profit balance available for appropriation 6,629 4,928

Appropriations:

Dividend including Proposed Dividend 290 273

Tax on dividend 49 43

Transfer to General Reserve 162 132

Balance in Profit & Loss Account Carried Forward to Balance Sheet 6,128 4,480

OPERATIONS

During the financial year ended 31st March, 2013, the net profit after tax of the company was Rs. 2,149 lacs, as compared to previous year''s net profit after tax of Rs. 1,755 lacs. The turnover was higher at Rs. 795 crores as compared to Rs. 673 crores of the previous year, showing a increase of 18 %.

DIVIDEND

The Directors are pleased to recommend a dividend of Rs. 2.00 [20%] per equity share for the financial year ended 31st March, 2013.

FUTURE OUTLOOK

We feel that the downside risk of the global economy has reduced and we expect the Indian economic scenario also to show a substantial improvement in the next couple ofyears. The water treatment industry can look forward to a period of growth powered by demand from the expanding municipal and industrial sectors. This industry which your company deals with is likely to be the focus of public and private investment for years to come. The average growth of the water treatment industry in India over the next few years is expected to be about 12%. Globally it is expected to grow by about 7.4%.

This optimism is only tempered by the adverse effect which volatile commodities and raw material prices and exchange rate can have over the short term. These two parameters coupled with probable changes in taxation may affect industrial and commodity margins.

Enhanched investment in NRDWP -Rajiv Gandhi National Rural Drinking Water Mission: National Rural Drinking Water Programme and HPCL -Barmer projects give out a strong message of India''s undeterred growth & development amidst the stringent economic backdrop. We expect more such policies which will benefit the water treatment industry as water is a key focus area for the Government. The water industry also finds favour with other influencers of the policy making process, as it impacts all segments of society across urban & rural India. The prospects of our industry will be positively reinforced by continued pattern of uneven rainfall, depleting water table across urban & rural and directions issued by the government for treating and re-using of water for industrial, commercial and domestic purposes.

The key business opportunity in future would be Wastewater Treatment, Desalination & Zero Liquid Discharge process catering to industrial as well as municipal domains.

In the field of waste water treatment more than 60% business being unorganized, we expect consolidation to take place with customers moving towards technology which provides high end solutions as well as high quality of service. Your company has an advantage on both these fronts which will help it to expand its business. We expect it to be a challenging period for smaller players and new entrants.

Apart from waste water treatment, service management is a challenging and crucial parameter for client acquisition and relationship management. Your company has one of the largest and most extensive network of service personnel with an unparallel ability to serve retail as well as large industrial customers.

Your company also enjoys competitive advantage in key areas such as - extensive production facilities, superior human capital, emphasis on innovative technology, research & development and high quality services. We will continue to augment these strengths with further investments in our in house research & development programs and by forging partnerships with leading global technological innovators. This will help the company to continue managing the risk of the uncertain and volatile business environment and maintain its standing as a leader in this field.

We remain committed to continuing our endeavour to remain the premier water treatment company in India with a focus to deliver value to the society as well as to all its stakeholders.

FINANCIAL RESOURCES

Share Capital

Under Employees'' Stock Option Scheme - ESOS - 2008, the Employees'' Stock Option Compensation Committee (ESOCC) allotted 29,300 equity shares [1,31,950 equity shares] to the employees of the Company. The paid-up equity capital of the Company increased from 13,56,18,610/- to Rs.13,59,11,610/- after allotment.

Fixed Deposits

As on 31st March 2013, 104 fixed deposits amounting to Rs. 21,21,000/- remained unclaimed. 8 Deposits amounting to Rs.1,80,000/- have been renewed / claimed since then.

EMPLOYEES'' STOCK OPTION SCHEMES

The details of Employees'' Stock Option Schemes ESOS - 2001, ESOS - 2003, ESOS 2005 and ESOS 2008 as required to be given under SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, as amended, are given in the Report on Corporate Governance.

RESTRUCTURING OF BUSINESS

Pursuant to the Shareholders'' approval for the proposal to sell the Project Division (covering domestic turnkey projects) on a going concern basis the Company has transferred its Project Division (covering domestic turnkey projects) to Ion Exchange Projects and Engineering Limited, a wholly owned subsidiary company, with effect from 1st August 2012, vide Business Transfer Agreement dated 29th October 2012. The above results reflect the position after considering the transfer of the Project Division.

The amalgamation of Ion Exchange Services Limited (an associate) with your Company was approved by the shareholders in their meeting on 31st January 2013. Subsequently the amalgamation was approved by the Bombay High Court vide its order dated 10th May 2013. The above results reflect the position after considering the amalgamation ofthe said Companyw.e.f. 1st April 2012.

SUBSIDIARY COMPANIES

Aqua Investments (India) Ltd. and Watercare Investments (India) Ltd.

During the year ended 31st March, 2013, the Subsidiary companies M/s.Aqua Investments (India) Limited posted profit of Rs.8.52 lacs compared to Rs. 8.29 lacs of the previous year and M/s. Watercare Investments (India) Ltd. posted profit of Rs. 7.21 lacs compared to Rs. 6.55 lacs of the previous year.

Ion Exchange Enviro Farms Limited (IEEFL)

The company achieved higher turnover of Rs 127.03 Lacs during the year under review as against Rs. 108.25 Lacs in the previous year. However, severe drought conditions prevailing in most parts and extremely limited water availability coupled with other environmental factors affected the operational performance.

Sales volumes of input product -ENVIRO REACH were affected due to new spraying technologies entering in to the Indian agriculture where the usage of Water has been drastically reduced in grape market leading to lower utilization of input product. However, we could successfully introduce this product in new markets like Gujarat for different segments like Chillies, pomegranate and leafy vegetables. We now plan to enter in to other geographies where these products are cultivated in large quantities, to enable improve volumes and margins.

During the year Company''s appeal in the Supreme Court regarding applicability of provisions of "SEBI- Collective Investment Scheme (CIS) Regulations, 1999" was turned down on 26th February 2013. Consequently, company has approached SEBI to facilitate modalities for compliance of SEBI regulations in this regard.

Ion Exchange Infrastructure Limited

The Company achieved turnover of Rs. 3,064.45 lacs as compared to Rs. 4,498.34 lacs for the previous year. The profit after tax was at Rs. 71.42 lacs compared to Rs. 10.71 lacs for the previous year.

The Company has been established with a view to undertake projects for intake water, water treatment, distribution and waste management on lump sum turn key basis. The Company will also provide comprehensive technical and process assistance services such as consultancy, design, detailed engineering and turnkey contracting.

Ion Exchange Asia Pacific Pte Ltd., Singapore and Ion Exchange Asia Pacific (Thailand) Ltd., Thailand

The Company achieved a consolidated turnover of Rs. 1055.22 lacs for the year under review as compared to 843.72 lacs for the previous year.

The performance of the Company improved during the year as the Company initiated reorganization of geographies and optimization of manpower to support new initiatives. Company has also embarked on cost control and cost reduction programme. All these initiatives have started yielding positive results in terms of containing losses and increased turnover.

IEI Environmental Management [M] SDN.BHD, Malaysia

The Company achieved a turnover of Rs. 161.54 lacs for the year under review.

The Company''s main activity is trading in water filtration equipments, water chemicals, resins and taking up projects of installing water filtration plants of any nature. The Company has been established with a view of facilitating operations in Malaysia and is a strategic investment which would be crucial for increasing the overall Exports to the country.

Ion Exchange Environment Management (BD) Limited, Bangladesh

The Company achieved a turnover of Rs. 555.99 lacs for the year under review.

The Company is set up with a view to strengthen and widen the Company''s presence in the Bangladesh market.

External conditions of business environment were not conducive hence the performance of the Company was in line with the previous year despite various initiatives undertaken by the Company to improve performance. The Company hopes to improve performance in the coming year with stability in external business environment.

Ion Exchange WTS (Bangladesh) Limited, Bangladesh

The Company achieved a turnover of Rs. NIL for the year under review.

The Company is operating in the field of maintenance services for water treatment and waste water treatment plants.

Ion Exchange & Co. LLC, Oman

The Company achieved a turnover of Rs. 1654.28 lacs for the year under review.

The Company is set up to address the needs of Middle East market especially Oman.

As the Company did not have any major EPC contract for the year under review there was a fall in the Turnover of the Company. The Company is approved by PDO (OMAN). It is proposed to enter into Chemical market in Oman which will help in strengthening Company''s position in middle east market particularly Oman.

Ion Exchange LLC, USA

The Company achieved a turnover of Rs.1,838.92 lacs for the year under review.

This subsidiary is established to address the needs of U S market. The Company''s operations will substantially benefit and address the parent company''s needs in the US.

The resin business showed positive trend during the period with the US economy showing signs of recovery the Company hopes to consolidate its position in the coming year. It is also proposed to expand our presence by catering to the needs of eastern US Market in the coming year.

Ion Exchange Projects and Engineering Limited

The Company achieved a turnover of Rs. 2,682.60 lacs for the year under review.

The Company was incorporated on 9th April 2012. The Company has acquired the Project Division (covering domestic turnkey projects) of Ion Exchange (India) Limited, the holding company, with effect from 1st August 2012, vide Business Transfer Agreement dated 29th October 2012.

Global Composites and Structurals Limited

The Company achieved a turnover of Rs. 2,519.90 lacs for the year under review.

The Company is in the business of providing integrated engineering services across the life cycle of a project and has expertise in the manufacture of RO pressure tubes and FRP tanks and electrical load distribution for water treatment industries.

Ion Exchange Safic (Pty) Limited, South Africa

The Company achieved a turnover of Rs. 114.11 lacs for the year under review.

The Company is a Joint venture Company set up in South Africa with Safic (Pty) Ltd. which is part of Accentuate Group. One of the objectives of setting up the JV is to enter into new market segments and have greater market share of the water treatment business. The JV will market water treatment equipment, chemicals and resins through out South Africa and SADC..

A statement as required under Section 212 of the Companies Act, 1956, is attached to the Annual Report.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies

CONSOLIDATED FINANCIAL STATEMENTS

As required by Accounting Standard 21 ''Consolidated Financial Statements'' issued by the Institute of Chartered Accountants of India, the audited Consolidated Financial Statements of the Group are enclosed.

DIRECTORS

The Board deeply regrets to inform shareholders of the sad demise of Mr. G. S. Ranganathan Chairman Emeritus and the founder Director of Ion Exchange (India) Limited on 18th March 2013. Mr. Ranganathan raised the strong ''Ion Exchange'' edifice into a global player with his vision and pioneering and entrepreneurial spirit. The Directors have placed on record their deep sorrow and appreciation of the valuable contribution, advice and guidance rendered by Mr. G. S. Ranganathan.

At the Board meeting held on 15th March 2013, Mr. Rajesh Sharma was re-appointed as Chairman and Managing Director with effect from 1st April 2013. The re-appointment of Mr. Rajesh Sharma as Chairman and Managing Director is being proposed by resolution which form part ofthe Notice of Annual General Meeting.

Mr. T. M. M. Nambiar, Mr. Abhiram Seth and Mr. P. Sampath Kumar retire by rotation and being eligible offer themselves for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

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

(ii) appropriate accounting policies have been selected and applied consistently and judgments and estimates were made that were 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 and of the profit of the Company for that period ;

(iii) 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 have been taken to the best of their knowledge ;

(iv) the annual accounts have been prepared for the financial year ended 31st March, 2013 on a going concern basis.

CORPORATE GOVERNANCE

A report on Corporate Governance as required under Clause 49 of the listing agreement forms part of this annual report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Report on Management discussion and analysis as required under Clause 49(V) of the listing agreement forms part of this annual report.

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

Information in accordance with 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 and forming part of this Report for the year ended 31st March, 2013 is given in Annexure I.

PARTICULARS OF EMPLOYEES

The details required to be given under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended are provided given in Annexure forming part of this report. In terms of section 219 (1) (b) (iv) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

QUALITY INITIATIVES

The Management of the company has always been committed to the safety and occupational health of employees. In view of this there have been concentrated efforts in the past, which continued during this year. The integrated Occupational Health system, the Quality Management System namely ISO 9001 : 2008 and Environmental Management Systems namely ISO 14001 : 2004 is operational in the Chemical Factory.

During the year, the Resin facility atAnkleshwar has received Good Manufacturing Practices Certificate from the Food and Drugs Control Administration. Similar certification has been received from Foods, Drug and Cosmetics of Majelis Ulama Indonesia. In addition, the Quality Management System namely ISO 9001 : 2008 and Environmental Management Systems namely ISO 14001 : 2004 is also operational.

Goa SSD facility has been awarded Quality Brands India Award . All the other facilities are also covered by the Quality Management Systems.

Balanced Scorecard, the tool used for implementing and monitoring the success of the business strategies, has been the mainstay for performance evaluation.

All other initiatives such as Quality Improvement Projects to solve chronic problems, monitoring of Quality objectives, System audits of Marketing, Execution, Projects and O&M sites continue.

AUDITORS

The Statutory Auditors, M/s. S. R. Batliboi & Co. LLP hold office until the conclusion of this meeting and are eligible for re- appointment. The Company has received letter from M/s. S. R. Batliboi & Co. LLP, to the effect that their re-appointment, if made, would be within the limits specified under section 224(1B) of the Companies Act, 1956.

Branch Auditors

At the Board Meeting held on 30th May 2013, M/s Charantimath Associates, Chartered Accountants were appointed as Branch Auditors for conducting Audit of Ion Exchange Services [A division of Ion Exchange (India) Limited], Bangalore. The appointment of Branch Auditors is being proposed by resolution which forms part of Notice of Annual General Meeting, The Company has received letter from M/s Charantimath Associates, to the effect that their appointment, if made, would be within the limits specified under Section 224(1B) of the Companies Act, 1956.

Cost Audit

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and with the approval of the Central Government, M/s. Kishore Bhatia & Associates, has been appointed to conduct audit of cost records of engineering and chemical products for the financial year ended 31st March, 2013. The Cost Audit Reports would be submitted to the Central Government within the prescribed time.

ACKNOWLEDGEMENTS

Your Board conveys its deep appreciation of the co-operation extended by customers, suppliers, banks, financial institutions, contribution made by employees for the company''s growth, shareholders and fixed deposit holders.

On behalf of the Board of Directors

Rajesh Sharma

Chairman & Managing Director

Mumbai

Date : 30th May 2013


Mar 31, 2012

The Directors have pleasure in presenting the 48th Annual Report and Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

The highlights of the financial results are as follows:

Year ended Year ended March 2012 March 2011 (Rs. in Lacs) (Rs. in Lacs)

Profit before taxation 2,562 1.940

Less: Provision for taxation:

Current tax 905 634

Deferred tax (98) 93

Profit after tax 1,755 1.213

Balance in Profit & Loss Account brought forward from Previous Year 3,173 2,404

Profit balance available for appropriation 4,928 3.617

Appropriations:

Dividend including Proposed Dividend 273 278

Tax on dividend 43 44

Transfer to General Reserve 132 122

Balance in Profit & Loss Account Carried Forward to Balance Sheet 4,480 3.173

OPERATIONS

During the financial year ended 31st March, 2012, the net profit after tax of the company was Rs.1,755 lacs, an increase of 44.7 % over the previous year's net profit after tax of Rs. 1,213 lacs. The turnover was higher at Rs. 673 crores as compared to Rs. 591 crores of the previous year, showing a increase of 14 %.

DIVIDEND

The Directors are pleased to recommend a dividend of Rs. 2.00 [20 %] per equity share for the financial year ended 3151 March, 2012.

FUTURE OUTLOOK

The continuing crisis in the Eurozone has not dampened the investments in water & environment management. The Indian Government continues to announce measures to improve the environmental health of the country and your company expects to benefit from it.

However, the business confidence has been impacted by concerns on the economic front. This has resulted in a slight reduction in the pace of investments by the private sector in new projects. As mentioned earlier

we expect the slack to be taken up by the increased public sector investments.

Your Company will continue its endeavour to expand operations globally with focus on emerging economies. Joint ventures with the local players in such countries are under active consideration. We will also be looking at increasing our presence in the rural sector. This will be achieved through increased penetration and introduction of more products suited to the rural requirements.

We continue to raise the bar of quality for our various products and production facilities with globally accepted quality certifications. In continuation of this endeavour our resin facility now has ISO 9000, ISO 14000, Halal and WQA Gold Seal certifications. The new FDA compliant facility will also start operations shortly

Price volatility in the cost of inputs continues to impact the margins. However, the timely measures taken by your Company has minimised the adverse impact to a large extent. It is expected that the volatile situation in the raw material costs will not change radically in the future. We will continue to take proactive measures to effectively minimise the impact of price volatility.

Your company's emphasis on innovative technology, research & development and comprehensive product mix for environment management should ensure ability to counter uncertain business environment and report continuing improvement in performance.

FINANCIAL RESOURCES Share Capital

Under Employees Stock Option Scheme - ESOS - 2008, the Employees' Stock Option Compensation Committee (ESOCC) allotted 1,31,950 equity shares [82,900 equity shares under ESOS - 2008], 4,000 equity shares under ESOS 2005 [9,500 equity shares under ESOS - 2005] to the directors and employees of the Company. The paid-up equity capital of the Company increased from Rs. 13,42,59,110/- to Rs. 13,56,18,610/- after allotment.

Fixed Deposits

As on 31st March, 2012, 123 fixed deposits amounting to Rs. 24,50,000/- remained unclaimed. 20 Deposits amounting to Rs. 4,84,000/- have been renewed / claimed since then.

EMPLOYEES' STOCK OPTION SCHEMES

The details of Employees' Stock Option Schemes ESOS - 2001, ESOS - 2003, ESOS - 2005 and ESOS - 2008 as required to be given under SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, as amended, are given in the Report on Corporate Governance.

RESTRUCTURING OF BUSINESS

Pursuant to Board and Shareholders' approval for the proposal to sell the Project Division (covering domestic turnkey projects) on a going concern basis to Ion Exchange Projects and Engineering Limited, a wholly owned subsidiary company, the Company is in the process of completing all the necessary formalities for the above mentioned proposal.

SUBSIDIARY COMPANIES

Aqua Investments (India) Ltd. and Watercare Investments (India) Ltd.

During the year ended 31st March, 2012, the Subsidiary companies M/s. Aqua Investments (India) Limited posted profit of Rs. 8.29 lacs compared to Rs. 6.54 lacs of the previous year and M/s. Watercare Investments (India) Ltd. posted profit of Rs. 6.55 lacs compared to Rs. 5.27 lacs of the previous year.

Ion Exchange Enviro Farms Limited (IEEFL)

The Company improved its performance by focusing on select Farms and Product groups. The operating income rose from Rs.78,48 lacs (2010-11) to Rs.108.26 lacs. However due to erratic climatic conditions & other local environmental factors the optimum operational performance could not be reached.

Due to product improvement through R&D the sale of Farm Inputs (e.g. ENVIRO REACH) has increased from Rs.52 lacs to Rs.75 lacs in the current year. The Company expects to enter into new geographies and also new market segments like chilli & other vegetables which will increase the turnover substantially.

Ion Exchange Infrastructure Limited

The Company achieved turnover of Rs. 4,498.34 lacs as compared to Rs. 3,846.93 lacs for the previous year. The profit after tax was at Rs. 10.71 lacs compared to Rs.14.09 lacs for the previous year.

The Company has been established with a view to undertake projects for intake water, water treatment, distribution and waste management on lumpsum turnkey basis. The Company will also provide comprehensive technical and process assistance services such as consultancy, design, detailed engineering and turnkey contracting.

Ion Exchange Asia Pacific Pte Ltd., Singapore and Ion Exchange Asia Pacific (Thailand) Ltd., Thailand

The Company achieved a consolidated turnover of Rs. 843.72 lacs for the year under review as compared to 1,410.95 Lacs for the previous year. The performance of the Company was adversely affected due to uncertain economic conditions in South East Asia & resultant deferment of capital expenditure by customer.

IEI Environmental Management [MJ SDN. BHD, Malaysia

The Company achieved a turnover of Rs. 42.44 lacs for the year under review.

The Company's main activity is trading in water filtration equipments, water chemicals, resins and taking up projects of installing water filtration plants of any nature. The Company has been established with a view of facilitating operations in Malaysia and is a strategic investment which would be crucial for increasing the overall Exports to the country.

Ion Exchange Environment Management (BD) Limited, Bangladesh The Company achieved a turnover of Rs. 550.29 lacs for the year under review.

The Company is set up with a view to strengthen and widen the Company's presence in the Bangladesh market.

After the successful commissioning of assembly shop in Bangladesh, the local business has shown good growth in turnover and this enabled the Company to maintain profit. The Company's major focus has been waste water treatment plants and chemicals in Bangladesh market. The Company plans to enter into infrastructure projects in Bangladesh

Ion Exchange WTS (Bangladesh) Limited, Bangladesh

At present there are no activities in this company. Various options are being explored for streamlining and consolidating the activities of this company along with other wholly owned subsidiery company in Bangladesh viz: Ion Exchange Environment Management (BD) Limited.

Ion Exchange & Co. LLC, Oman

The Company achieved a turnover of Rs. 39.74 crores for the year under review.

The Company is set up to address the needs of Middle East market especially Oman.

The Company is approved by PDO (OMAN). The Company has performed well during the year under review and has declared interim dividend of 60%. The Company has secured two big orders from local petroleum company and European EPC contractor in Oman. One of these jobs, is a 7 years O&M contract for five sea water plants. In order to handle the O&M contract, the company is expanding employee strength which will also be beneficial for further business generation.

Ion Exchange LLC, USA

The Company achieved a turnover of Rs. 17.09 crores for the year under review.

This subsidiary is established to address the needs of US market. The Company's operations will substantially benefit and address the parent company's needs in the US.

In spite of slow economic recovery in USA the Company was able to increase the resin sales business in USA. The Company expects that the growth will continue in the current financial year.

Ion Exchange Projects and Engineering Limited

The Company was incorporated on 9th April, 2012. Pursuant to Board and Shareholders' approval for the proposal to sell the Project Division (covering domestic turnkey projects) on a going concern basis to Ion Exchange Projects and Engineering Limited, the Company is in the process of completing all the necessary formalities to implement the proposal.

Global Composites and Structural's Limited

The Company achieved a turnover of Rs. 23 crores for the year under review.

The Company is in the business of providing integrated engineering services across the life cycle of a project and has expertise in manufacture of RO Pressure Tubes and FRP Tanks and electrical load distribution for water treatment Industries.

A statement as required under Section 212 of the Companies Act, 1956, is attached to the Annual Report.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet. Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

CONSOLIDATED FINANCIAL STATEMENTS

As required by Accounting Standard 21 'Consolidated Financial Statements' issued by the Institute of Chartered Accountants of India, the audited Consolidated Financial Statements of the Group are enclosed.

DIRECTORS

Mr. Akhil Marfatia, Mr. Shishir Tamotia and Mr. M. P. Patni retire by rotation and being eligible offer themselves for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed that:

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

(ii) appropriate accounting policies have been selected and applied consistently and judgments and estimates were made that were 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 and of the profit of the Company for that period;

(iii) 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 have been taken to the best of their knowledge;

(iv) the annual accounts have been prepared for the financial year ended 31st Marcti, 2012 on a going concern basis.

CORPORATE GOVERNANCE

A report on Corporate Governance as required under Clause 49 of the listing agreement forms part of this annual report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Report on Management discussion and analysis as required under Clause 49(V) of the listing agreement forms part of this annual report.

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

Information in accordance with 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 and forming part of this Report for the year ended 31st March, 2012 is given in Annexure I.

PARTICULARS OF EMPLOYEES

The details required to be given under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended are given in Annexure forming part of this report. In terms of section 219 (1) (b) (iv) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

QUALITY INITIATIVES

In line with Management's commitment to Safety, Occupational Health System is successfully implemented at company's chemical division by integrating the same with the existing Quality Management System in accordance with ISO 9001: 2008 and Environmental Management System in accordance with ISO 14001:2004.

Company's Resin Division applied for FICCI Quality Award 2011 with the objective of benchmarking our quality initiatives and performance with other leading organisations. Evaluation criteria for the award focus on Commitment to Quality Systems at work place and its adoption for effectiveness. The Quality processes of the company were appreciated by FICCI, when they awarded 'Certificate of Appreciation' after critical evaluation of the 'Application Report' and subsequent site visit to the manufacturing facility.

Balanced Scorecard, the tool used for implementation of formulated strategies is now internalized effectively.

All other initiatives such as Quality improvement projects to solve chronic problems, monitoring of Quality Objectives, System Audits of Marketing, Execution, Projects and O&M sites continue.

AUDITORS

The Statutory Auditors. M/s. S. R. Batliboi & Co. hold office until the conciusion of this meeting and are eligible for re-appointment. The Company has received letter from M/s. S. R. Batliboi & Co.. to the effect that their re-appointment, if made, would be within the limits specified under section 224(1 B) of the Companies Act, 1956.

ACKNOWLEDGEMENTS

Your Board conveys its deep appreciation of the co-operation extended by customers, suppliers, banks, financial institutions, contribution made by employees for the company's growth, shareholders and fixed deposit holders.

On behalf of the Board of Directors

Rajesh Sharma

Chairman

Mumbai

Date : 25th May. 2012


Mar 31, 2010

The Directors have pleasure in presenting the 46th Annual Report and Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

The highlights of the financial results are as follows :

Year ended Year ended

March 2010 March 2009

(Rs. In Lacs) (Rs. in Lacs)

Profit before taxation 1021 374

Less: Provision for taxation :

Current tax 335 78

Deferred tax 25 40

Fringe benefit tax - 112

Profit after tax 661 144

Balance in Profit & Loss Account

brought forward 2,000 2,005

from Previous Year

Profit balance available for appropriation 2,661 2,149

Appropriations:

Dividend including Proposed Dividend 191 127

Tax on dividend 32 22

Transfer to General Reserve 34 -

Balance in Profit & Loss Account Carried Forward 2404 2,000

to Balance Sheet

OPERATIONS

During the financial year ended 31st March, 2010, the net profit after tax of the company was Rs. 661 lacs, as compared to previous years net profit after tax of Rs. 144 lacs. The turnover was higher at Rs. 514 crores as compared to Rs. 445 crores of the previous year, showing a marginal increase of 15.5%.

DIVIDEND

The Directors are pleased to recommend a dividend of Rs. 1.50 [15%] per equity share for the financial year ended 31st March, 2010.

FUTURE OUTLOOK

The market outlook appears positive with expanding opportunities from industrial and infrastructure segment. We can expect to have much better control of cost, as volatility is much less than experienced in the past two years. Moreover, to ensure that residual price volatility does not overly affect us, we have put in place required measures to cover-up price fluctuation through built in escalation clause in long delivery contracts.

We will continue to expand globally, beyond traditional geographies; however in the current year the focus is on consolidating our position in the overseas markets in which we already exist and to ensure we stabilize returns from these before entering other geographies.

Your company will continue to invest in technology and to explore opportunities for further strategic global alliances.

In order to better serve customer needs, your Company has restructured its internal operations with formation of verticals to address the segment-specific needs in the heavy, medium and light sectors. This will enable us to use our total solutions capability to better address the requirements of the customer and provide tailored package.

We feel we are in much better position to capitalize on market opportunities at home and overseas and expect improvement in overall performance and profitability.

FINANCIAL RESOURCES

Share Capital

Under Employees Stock Option Scheme - ESOS - 2008, the Employees Stock Option Compensation Committee (ESOCC) allotted 6,19,050 equity shares and 17,000 equity shares were allotted under ESOS 2005 (2000 equity shares under ESOS 2005) to the directors and employees of the Company. The paid-up equity capital of the company increased from Rs. 12,69,24,610/- to Rs. 13,32,85,110/- after allotment.

Fixed Deposits

As on 31st March, 2010, 152 fixed deposits amounting to Rs. 27,73,000/- remained unclaimed. 31 Deposits amounting to Rs. 5,55,000/- have been renewed / claimed since then.

EMPLOYEES STOCK OPTION SCHEMES

The details of Employees Stock Option Schemes ESOS - 2001, ESOS -2003, ESOS 2005 and ESOS 2008 as required to be given under SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, as amended, are given in the Report on Corporate Governance.

AUDITORS REPORT

The Auditors observation in paragraph 4 of their report have been explained under the Notes to accounts.

SUBSIDIARY COMPANIES

Aqua Investments (India) Ltd. and Watercare Investments (India) Ltd.

During the year ended 31st March, 2010, the Subsidiary companies M/s.Aqua Investments (India) Limited posted profit of Rs 5.42 lacs compared to Rs. 7.13 lacs of the previous year and M/s. Watercare Investments (India) Ltd. posted profit of Rs. 4.20 lacs compared to Rs. 5.73 lacs of the previous year.

Ion Exchange Enviro Farms Limited (IEEFL)

By focusing on select farms the company was able to reduce operating costs while at the same time improve throughput and yields. Apart from Organic Mango and Cashew the company has also developed expertise in growing Organic bananas which have a potential to grow in both sales and profits on a 12 month basis.

However the overall productivity from farm output is yet to reach the optimum levels due to erratic climatic and environmental factors beyond our control. The company also plans to focus on Organic nursery for additional income generation.

The development and sale of farm inputs has further improved with greater acceptance from the market.

Ion Exchange Infrastructure Limited

The Company achieved turnover of Rs. 6,061.16 lacs as compared to Rs. 3,634.98 lacs for the previous year. The profit after tax was at Rs. 302.99 lacs compared to Rs. 257.11 lacs for the previous year.

The Company has been established with a view to undertake projects for intake water, water treatment, distribution and waste management on lump sum turn key basis. The Company will also provide comprehensive technical and process assistance services such as consultancy, design, detailed engineering and turnkey contracting.

Ion Exchange Asia Pacific Pte Ltd., Singapore and Ion Exchange Asia Pacific (Thailand) Ltd., Thailand

The Company achieved a consolidated turnover of Rs.1,015.11 lacs for the year under review.

The performance of the Company picked up during the year as the Company has started to cater multiple geographical areas. The Company has strengthened its resources in terms of manpower and increased presence in other countries.

IEI Environmental Management [M] SDN.BHD, Malaysia

The Company achieved a turnover of Rs. 66.99 lacs for the year under review.

The Companys main activity is trading in water filtration

equipments, water chemicals, resins and taking up projects of installing water filtration plants of any nature. The Company has been established with a view of facilitating operations in Malaysia and is a strategic investment which would be crucial for increasing the overall Exports to the country.

Ion Exchange Environment Management (BD) Limited, Bangladesh

The Company achieved a turnover of Rs. 543.42 lacs for the year under review.

The Company is set up with a view to strengthen and widen the Companys presence in the Bangladesh market.

After the successful commissioning of assembly shop in Bangladesh, the local business has shown good growth in turnover and was also able to maintain profit. The Companys major focus has been waste water treatment plants and chemicals in Bangladesh market. The Company plans to enter into infrastructure projects in Bangladesh

Ion Exchange & Co. LLC, Oman

The Company achieved a turnover of Rs. 410.42 lacs for the year under review.

The Company is set up to address the needs of middle east market especially Oman.

The Company is now approved by PDO (OMAN). The Company has performed well during the year under review. The Company has secured two big orders from local petroleum company and European EPC contractor in Oman. One of these jobs, is a 7-year O&M contract for five sea water plants. In order to handle the O&M contract, the company is expanding employee strength which will also be beneficial for further business generation.

Ion Exchange LLC, USA

The Company achieved a turnover of Rs. 1,421.76 lacs for the year under review.

This subsidiary is established to address the needs of U S market. The Companys operations will substantially benefit and address the parent companys needs in the US.

The recession in USA has badly hit the local operations as well as profitability. However, the business received in the last quarter of Financial Year has boosted confidence and the company is hopeful that it will turn around the US operations.

A statement as required under Section 212 of the Companies Act, 1956, is attached to the Annual Report.

Central Government approval under Section 212 (8) of the Companies Act 1956.

The Company has made an application to Central Government under sub-section 8 of section 212 of the Companies Act 1956, seeking exemption from attaching the subsidiaries annual reports with the Companys annual report. The Central Government is in the process of granting approval to the Company under the said section.

CONSOLIDATED FINANCIAL STATEMENTS

As required by Accounting Standard 21 Consolidated Financial Statements issued by the Institute of Chartered

Accountants of India, the audited Consolidated Financial Statements of the Group are enclosed.

DIRECTORS

Mr M. P. Patni, Mr. T. M. M. Nambiar and Mr. Abhiram Seth retire by rotation and being eligible offer themselves for re- appointment.

At the Board meeting held on 25th March 2010 Mr. Rajesh Sharma was re-appointed as Vice Chairman and Managing Director with effect from 1st April 2010. The re-appointment of Mr. Rajesh Sharma as Managing Director is being proposed by resolution which form part of the Notice of Annual General Meeting.

Mr. Shishir Tamotia was appointed as additional director at the Board meeting of the Company held on 24th May 2010. Mr. Tamotia holds office upto the conclusion of the ensuing Annual General Meeting. The Company has received notice in writing from a shareholder signifying his intention to propose Mr.Tamotias name as a candidate to the office of Director.

DIRECTORS RESPONSIBILITY STATEMENT

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

(i) in the preparation of the annual accounts for the year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation given relating to material departures;

(ii) appropriate accounting policies have been selected and applied consistently and judgments and estimates were made that were 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 and of the profit of the Company for that period ;

(iii) 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 have been taken to the best of their knowledge ;

(iv) the annual accounts have been prepared for the financial year ended 31st March, 2010 on a going concern basis. CORPORATE GOVERNANCE

A report on Corporate Governance as required under Clause 49 of the listing agreement forms part of this annual report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Report on Management discussion and analysis as required under Clause 49(V) of the listing agreement forms part of

this annual report.

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

Information in accordance with 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 and forming part of this Report for the year ended 31st March, 2010 is given in Annexure I.

PARTICULARS OF EMPLOYEES

The details required to be given under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended are provided given in Annexure forming part of this report. In terms of section 219 (1) (b) (iv) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

QUALITY INITIATIVES

The concept of Balanced Score Card which was initiated last year has now been implemented at all levels, across the Organisation, to monitor the key strategies and actions plans. The system is now maturing as a useful tool to identify and bridge the gaps based on changes in the business environment.

Corporate Quality is facilitating the task of mapping and strengthening of internal process in the Organisation in order to understand and meet customer requirements more accurately.

Other efforts in the area of systems, audits at all locations, tracking of Quality Objectives etc continue.

AUDITORS

The Statutory Auditors, M/s. S. R. Batliboi & Co. hold office until the conclusion of this meeting and are eligible for re- appointment. The Company has received letter from M/s. S. R. Batliboi & Co., to the effect that their re-appointment, if made, would be within the limits specified under section 224(1 B) of the Companies Act, 1956.

ACKNOWLEDGEMENTS

Your Board conveys its deep appreciation of the co-operation extended by customers, suppliers, banks, financial institutions, contribution made by employees for the companys growth, shareholders and fixed deposit holders.

On behalf of the Board of Directors

G. S. Ranganathan

Chairman

Mumbai

Date : 24th May, 2010

 
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