Enter the first few characters of Company and click 'Go'

Directors Report of Vishnu Chemicals Ltd.

Mar 31, 2022

The Board of Directors are pleased to present the Company''s Twenty Ninth Annual Report and the Company''s audited financial statements (standalone and consolidated) for the financial year ended 31st March, 2022.

Financial Results

The Company''s financial performance for the year ended 31st March, 2022, is summarised below:

'' in Lakhs
Particulars	Standalone		Consolidated
	2021-22	2020-21	2021-22	2020-21
Revenue from operations	90668.70	57310.23	106900.18	67868.09
Other income	659.96	398.74	575.75	282.30
Total income	91328.66	57708.97	107475.93	68150.39
Earnings before finance cost, depreciation & amortisation and taxes (IBIIDA)*	13284.36	6415.23	16141.30	8027.21
larnings before finance cost and taxes (DiM )*	11357.69	4699.09	13842.86	5997.44
1 inance cost	7457.00	24/2.9 3	2609.52	2597.15
Profit Before Taxation	8905.69	2226.16	112 3 3.34	34 00.29
Less: Tax expense	2381.79	(49.17)	3094.07	(49.1,7)
Profit After Taxation	6523.90	2275.33	8139.27	34 4 9.46
Other comprehensive income/ (expenses) (net of taxes)	(40.92)	20.30	(56.43)	15.83
Total comprehensive income for the year	6482.98	2295.6 3	8082.84	3465.29
D''S (of '' 10/ each)
Basic	54.61	19.05	68.13	28.88
Diluted	54.61	19.05	68.13	28.88

including other income

Performance Review & Company''s State of Affairs

On consolidated basis, revenue for the financial year 2021-22 grew by 58% to '' 1,07,475.93 Lakhs compared to '' 68,150.39 Lakhs of previous year. Also growth in EBITDA recorded 101% to '' 16,141.30 Lakhs as against '' 8,027.21 Lakhs for previous year. PAT is '' 8,139.27 Lakhs, higher by 136% over the previous year''s PAT '' 3,449.46 Lakhs.

On standalone basis, revenue for the financial year 2021-22 grew by 58% to '' 91,328.66 Lakhs compared to '' 57,708.97 Lakhs of previous year. Also growth in EBITDA recorded over 107% to '' 13,284.36 Lakhs as against '' 6,415.23 Lakhs for previous year. PAT is '' 6,523.90 Lakhs, higher by 187% over the previous year''s PAT '' 2,275.33 Lakhs.

Geography-wise performance:
Particulars	Standalone				Consolidated
	202	1-22	2020-21		202	1-22	2020-21
Domestic	47,194.47	52.18%	28,760.22	50.67%	52,084.01	48.86%	33,118.75	49.30%
Overseas	43,251.93	47.82%	27,997.61	49.32%	54,503.60	51.14%	34,057.40	50.69%
	90,446.40	100%	56,757.82	100%	1,06,587.61	100%	67,176.15	100%

For the first time the Company has achieved a historic milestone of '' 1,000 Crores in sales during the financial year 2021-22 marking the best ever annual performance of the Company since inception. The performance for 2021-22 was satisfactory with the growth in domestic as well as export sales by 57% and 60% respectively. Indeed, the demand environment was good throughout the year. During the year, apart from the growth in revenues the consolidated EBITDA margin has improved to 15.0% compared to 11.8% in 2020-21, which is an increase of 317 basis points year-on-year. The said growth in EBITDA is aided by multiple factors, some of which were scale, quality of products, operational flexibility, focus on supply chain and better procurement planning.

Also, the Company achieved the best ever PAT in 2021-22 at '' 8,139.27 Lakhs compared to '' 3,449.46 Lakhs in 2020-21. During the year, PAT margins also increased by 251 basis points.

Further we are confident that robust demand environment continue to drive enquiries for Company''s products as they are essential to extending the life, impart colours and improving the performance of many consumer and industrial components such as construction equipment, wind turbines, engine pistons etc; we are positive and confident of continuing the growth momentum in 2022-23 and deliver industry leading value accretive growth.

Outlook

Outlook is covered in Management Discussion and Analysis forming part of this Annual Report.

Management Discussion and Analysis

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), the Management Discussion and Analysis is presented in a separate section forming part of this Annual Report. As required under the provisions of the Listing Regulations, the Audit Committee of the Company has reviewed the Management Discussion and Analysis report of the Company for the year ended 31st March, 2022.

Dividend

The Board at its meeting held on 16th May, 2022 has recommended Dividend of '' 2.00 (i.e. 20%) per equity share of '' 10/- each for the financial year 2021-22, (previous year '' 1/- per equity share of '' 10/- each i.e. 10%) amounting to '' 238.92 Lakhs. The dividend pay-out is subject to the approval of the shareholders at ensuing Annual General Meeting. The dividend will be paid to the members whose names appear in register of members before the day of Closure of Register of Members and Share Transfer Books i.e. as on Friday, 8th July, 2022.

As far as Preference Dividend is concerned, on request of the Company, the preference shareholders holding 100% preference share capital i.e. 7,66,37,500 (Seven Crore Sixty Six Lakh Thirty Seven Thousand Five Hundred only) 7% Cumulative Redeemable

Preference Shares (CRPS) of '' 10/- (Rupees Ten only) each, consented to accept reduced rate of dividend i.e. 1% per annum instead of 7% per annum for the financial year 2021-22.

Dividend Distribution Policy

The Company has adopted the Dividend Distribution Policy in accordance with the Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") to determine the distribution of dividends on equity shares of the Company. The Dividend Distribution Policy is available on the Company''s website, at https://vishnuchemicals. com/wp-content/uploads/2022/05/VCL-Dividend-Distribution-Policy-dt-16052022.pdf.

Transfer to reserves

The Board of Directors has decided to retain the entire amount of profits for 2021-22 in the Retained Earnings.

Share capital

During the year under review there were no changes in authorised and paid-up share capital of the Company. The authorised share capital of the Company is '' 95,00,00,000/- divided into 1,50,00,000 Equity Shares of ''10/- each and 8,00,00,000 Preference Shares of '' 10/- each; and total paid-up share capital of the Company as on financial year ended 31st March, 2022 is '' 88,58,35,200/- divided into 1,19,46,020 Equity Shares of '' 10/- each and 7,66,37,500 7% Cumulative Redeemable Preference Shares of ''10/- each.

Promoters of the Company

The promoters of the Company continued to reinforce their confidence in the long term prospects of the Company. The following is the promoter''s shareholding as on 31st March, 2022:

S.No.	Promoters	Equity shares		Preference Share
S.No.	Promoters	No. of shares	Percentage	No. of shares	Percentage
1	Mr. Ch. Krishna Murthy	6219790	52.07	71121750	92.80
2	Mrs. Ch. Manjula	1614048	13.51	5271250	6.88
3	Mr. Ch. Siddartha	1125668	9.42	244500	0.32
Total		8959506	75.00	76637500	100.00

Change in the nature of the business, if any

There is no change in the nature of the business of the Company or any of its subsidiaries during the year under review.

Material changes and commitments, affecting the financial position of the Company

There are no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report i.e. between 31st March, 2022 to 16th May, 2022.

Deposits

The Company did not accept any deposits within the meaning of section 73 of the Companies Act, 2013 during the year. As such, no

amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

Listing at Stock Exchanges

The equity shares of your Company continue to be listed and traded on the BSE Limited and National Stock Exchange of India Limited. The Annual Listing fee for the year 2021-22 has been paid to both the Stock Exchanges. There was no suspension on shares of the Company during the year.

Subsidiaries, Joint Ventures and Associates

The Company has two wholly-owned subsidiaries (WOS) namely: (i) Vishnu Barium Private Limited (VBPL) is a material subsidiary w.e.f. 1st April, 2019, as per the amended definition given under the Listed Regulations, as amended from time to time, read with the policy

for determining material subsidiaries as approved by the Board. A copy of the policy can be accessed on the Company''s website at the link: https://www.vishnuchemicals.com/investors/#Policies (ii) Vishnu South Africa (Pty) Limited (VSAL) which is yet to commence its operations. The Company doesn''t have any joint ventures or associate companies.

A report on the financial position of each of the subsidiaries as per the Act is provided in Form AOC-1 attached as ''Annexure A''.

During the year, the Company has complied with the applicable corporate governance requirements as prescribed under Regulation 24 of Listing Regulations with respect to its subsidiaries and Secretarial Audit for its material subsidiary viz. VBPL was carried out by M/s. L.D Reddy & Co., Company Secretaries, Hyderabad in terms of Regulation 24A of the Listing Regulations and a copy of the report is annexed to this Board''s Report as ''Annexure B''. The Secretarial Audit Report of VBPL does not contain any qualification, reservation, adverse remark or disclaimer.

Consolidated Financial Statements

During the year, the Board of Directors reviewed the affairs of the subsidiaries and prepared consolidated financial statements (CFS) of the Company and its subsidiaries for the financial year 2021-22 in compliance with the provisions of Section 129(3) of the Companies Act, 2013 and as stipulated under Regulation 33 of the Listing Regulations as well as in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015. The consolidated financial statements have been prepared on the basis of audited financial statements of the Company, its subsidiaries as approved by the respective Board of Directors. The audited CFS together with the Auditor''s Report thereon forms part of this Annual Report.

Pursuant to the provisions of Section 136 of the Act the audited financial statements including consolidated financial statements and related information of the Company and audited accounts of the each of its subsidiaries are available on Company''s website www.vishnuchemicals.com. The annual accounts of the subsidiaries and related detailed information will be made available to investors seeking information till the date of the AGM.

Particulars of loans, guarantees or investments

Particulars of loans, guarantees, security and investments covered under section 186 of the Companies Act, 2013 forms part of the notes to the financial statements (please refer Note No. 3, 4 & 7). During the financial year, the Company has not given any loans and advances to the firms/ Companies where directors of the Company are interested except to its subsidiaries.

Directors and Key Managerial Personnel Directors

The Board received a declaration from all the directors under section 164 and other applicable provisions, if any, of the

Companies Act, 2013 that none of the directors of the Company is

disqualified under the provisions of the Companies Act, 2013 (''Act'')

or under the Listing Regulations.

i. Appointment

Based on the recommendations of Nomination and Remuneration Committee (NRC), Mr. Veeramachaneni Vimalanand (DIN: 02693721) and Mrs. Sita Vanka (DIN:07016012) were appointed as Additional Directors (for Independent Director category) of the Company by the Board at its meeting held on 31st December, 2021 and 16th May, 2022 respectively, with immediate effect under the provisions of section 161 (1) and other applicable provisions, if any, of the Companies Act, 2013 and are entitled to hold office up to the date of 29th Annual General Meeting of the Company.

The Company has received consent from Mr. Vimalanand and Mrs. Sita Vanka in writing to act as a director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended from time to time along with a declaration that they are eligible for appointment as Independent Director and confirming the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and under the Regulation 16(1)(b) of Listing Regulations. As per the declarations received, Mr. Vimalanand and Mrs. Sita Vanka are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013. In opinion of the Board, they both fulfill the conditions specified in the Companies Act, 2013 & Listing Regulations and are independent of the management.

The Board recommends the Special Resolutions set out at Item No. 4 & 5 of the Notice for approval of the Members.

ii. Re-appointment

I n accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mrs. Ch. Manjula, Non-Executive Director of the Company, retires by rotation at the ensuing AGM and being eligible, has offered herself for re-appointment.

Based on the recommendations of NRC, the Board at its meeting held on 16th May, 2022 approved re-appointment of Mr. Tirthankar Mitra (DIN: 02675454) and Mr. Chetan Shah (DIN: 08038633) as Independent Directors of the Company for a second term of three (3) years i.e. from August 14, 2022 to 13th August, 2025 and two (2) years i.e. 12th February, 2023 to 11th February, 2025 respectively, subject to approval of the shareholders under section 149 and all other applicable provisions of the Companies Act, 2013 read with Listing Regulations at ensuing annual general meeting of the Company. Accordingly, resolutions are being proposed

in the notice of 29th AGM along with explanatory statement thereof, for approval of the members of the Company by passing a special resolutions.

Pursuant to the provisions of Regulation 36 of the Listing Regulations and Secretarial Standard - 2 (SS-2) on General Meetings issued by Institute of Company Secretaries of India (ICSI), brief particulars of the directors proposed to be appointed/ re-appointed are provided as an annexure to the notice convening the AGM.

The Board recommends the Special Resolutions set out at Item No. 6 & 7 of the Notice for approval of the Members.

iii. Change in terms & conditions of appointment/ re-appointment:

During the year under review, Mr. Ch. Siddartha was reappointed as a Joint Managing Director of the Company for a further term of five (5) years w.e.f. 2nd May, 2021 up to 1st May, 2026 on such terms and conditions including remuneration of '' 48.00 Lakhs (Rupees Forty Eight Lakhs only) per annum and the said re-appointment was approved by the shareholders of the Company by passing special resolution under section 196, 197 and 203 and all other applicable provisions of the Companies Act, 2013 read with Listing Regulations at 28th Annual General Meeting of the Company held on 12th July, 2021.

Further, as per approved terms and conditions of his reappointment and based on the recommendations of NRC, the Board at its meeting held on 16th May, 2022 revised the terms & conditions of his re-appointment to increase remuneration from '' 48.00 Lakhs (Rupees Forty Eight Lakhs only) per annum to '' 72.00 Lakhs (Rupees Seventy Two Lakhs only) per annum w.e.f. 1st June, 2022 which is within the limits as approved by the shareholders at their 28th AGM of the Company held on 12th July, 2021 by way of special resolution.

Further, based on the recommendations of NRC, the Board at its meeting held on 16th May, 2022 revised the terms of appointment of Mr. Ch. Krishna Murthy, Chairman & Managing Director of the Company to increase the remuneration payable to him from '' 96.00 Lakhs (Rupees Ninety Six Lakhs only) per annum to '' 192 Lakhs (Rupees One Crore Ninety Two Lakhs only) per annum in line with the performance of the Company subject to approval of the shareholders at ensuing AGM in terms of the provisions of section 197 and all other applicable provisions, if any, of the Companies Act, 2013 read with rules made thereunder and Regulation 17 and all other applicable provision, if any, of the Listing Regulations. In this regard, a special resolution is being proposed in the notice of 29th AGM along with

explanatory statement thereof, for approval of the members of the Company.

iv. Cessation

During the year Mr. Pradip Saha (DIN: 07677683), Independent Director of the Company retired on 9th November, 2021 on completion of his term of appointment and ceased to be Director of the Company. The Board placed on record its appreciation for his invaluable contribution and guidance during his tenure as Independent Director of the Company.

Independent Directors

In terms of Section 149 of the Act, Mr. Tirthankar Mitra (DIN: 02675454), Mr. Chetan Navinchandra Shah (DIN: 08038633), Mr. V. Vimalanand (DIN: 02693721) and Mrs. Sita Vanka (DIN: 07016012) are the Independent Directors of the Company. The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and are independent from the management. The Independent Directors of the Company hold office till the end of their term of appointment or until completion of 75 years, whichever is earlier. They are not liable to retire by rotation in terms of Section 149(13) of the Act. The Independent Directors have also confirmed that they have complied with the Company''s Code of Conduct for Board members and Senior Management and Codes under SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in chemicals/ manufacturing industry, strategy, auditing, tax and risk advisory services, financial services, corporate governance, etc. and that they hold standards of integrity.

The Independent Directors of the Company got included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

Familiarisation Programme for Independent Directors

The Members of the Board of the Company have been provided opportunities to familiarise themselves with the Company, its management and its operations. The Directors are provided with all the documents to enable them to have a better understanding of the Company, its various operations and the industry in which it operates.

All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement. Executive Directors and Senior Management provide an overview of the

operations and familiarise the new Non-Executive Directors on matters related to the Company''s values and commitments. They are also introduced to the organisation structure, constitution of various committees, board procedures, risk management strategies, etc.

Strategic Presentations are made to the Board where Directors get an opportunity to interact with Senior Management. Directors are also informed of the various developments in the Company through Press Releases, emails, etc. Senior management personnel of the Company make presentations to the Board Members on a periodical basis, briefing them on the operations of the Company, plans, strategy, risks involved, new initiatives, etc., and seek their opinions and suggestions on the same. In addition, the Directors are briefed on their specific responsibilities and duties that may arise from time to time. The Board is provided with the summary of critical regulatory changes from time to time.

The familiarisation programme along with terms and conditions of appointment of Independent Directors is disclosed on the Company''s website https://www.vishnuchemicals.com/ investors/#Policies.

Committees of the Board

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

4. Corporate Social Responsibility Committee

5. Finance Committee of Directors

6. Risk Management Committee

The details of all the above Committees (except for Risk Management Committee) along with their composition, number of meetings and attendance at the meetings are provided in detail in the Corporate Governance Report annexed to this Board''s Report.

Risk Management Committee

The Risk Management Committee consists of the following Directors and Senior Management of the Company:

a. Mr. Ch. Krishna Murthy, Chairman & Managing Director

b. Mr. Ch. Siddartha, Joint Managing Director

c. Mr. Tirthankar Mitra, Independent Director

d. Mrs. Ch. Manjula, Non-Executive Director

e. Mr. CPC Kamalakara Rao, Director (Operations)

f. Mr. P Anjaneyulu, Chief Financial Officer

g. Mr. T. Ramakrishna, Director (Commercial & Corporate Affairs)

Mr. Ch. Krishna Murthy, Managing Director is the Chairman of the Committee; Mr. P. Anjaneyulu, Chief Financial Officer of the Company is designated as Chief Risk Officer and Mr. Kishore Kathri, Company Secretary acts as Secretary to the Committee.

The Committee had formulated a Risk Management Policy for dealing with different kinds of risks which it faces in day-today operations of the Company. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate internal control systems and procedures to combat risks. The Risk management procedures are reviewed by the Audit Committee and the Board of Directors on a quarterly basis at the time of review of the Quarterly Financial Results of the Company.

Brief description of terms of reference of the Committee, inter alia, includes the following:

1. To formulate a detailed risk management policy which shall include:

a. A framework for identification of internal and external risks specifically faced by the listed entity, in particular including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks or any other risk as may be determined by the Committee.

b. Measures for risk mitigation including systems and processes for internal control of identified risks.

c. Business continuity plan.

2. To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company;

3. To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems;

4. To periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity;

5. To keep the board of directors informed about the nature and content of its discussions, recommendations and actions to be taken;

6. The appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall be subject to review by the Risk Management Committee.

7. The Risk Management Committee shall coordinate its activities with other committees, in instances where there is any overlap with activities of such committees, as per the framework laid down by the board of directors.

During the year, no meetings were held by the Committee.

Key Managerial Personnel

Mr. Ch. Krishna Murthy, Chairman & Managing Director; Mr. Ch. Siddartha, Joint Managing Director; Mr. P. Anjaneyulu, CFO and Mr. Kishore Kathri, Company Secretary & AGM-Legal, are Key

Managerial Personnel of the Company in accordance with the provisions of Section(s) 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. There has been no change in the Key Managerial Personnel (KMP) during the financial year.

Board Meetings

During the year under review, six Board Meetings and four Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report, which forms part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Listing Regulations.

Procedure for Nomination & Appointment of Directors and Remuneration Policy

The Nomination and Remuneration Committee (NRC) is responsible to set the skills/ expertise/ competencies of the Board Members based on the industry and strategy of the Company and to formulate the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Act and the Listing Regulations. The Board has, on the recommendations of the Nomination & Remuneration Committee framed a policy for Remuneration of the Directors, Key Managerial Personnel and Senior Management of the Company.

During the financial year 2021-22, the Board had also identified the list of core skills, expertise and competencies of the Board of Directors as are required in the context of the business and sector applicable to the Company and those actually available with the Board. The Company has also mapped each of the skills, expertise and competencies against the names of the Board Members possessing the same.

The objective of the Company''s remuneration policy is to attract, motivate and retain qualified and expert individuals that the Company needs in order to achieve its strategic and operational objectives, whilst acknowledging the societal context around remuneration and recognizing the interests of Company''s stakeholders.

The Non-Executive Directors (NED) are remunerated by way of sitting fee for each meeting attended and are also reimbursed out of pocket expenses incurred by them in connection with the attendance of the Company''s Meetings.

A copy of the Nomination & Remuneration Policy is available on the website of the Company https://vishnuchemicals.com/wp-content/uploads/2022/06/NRC-Policy-dt-09022018.pdf

Mechanism for Evaluation of the Board

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of the Directors individually. Feedback was sought by way of a structured questionnaire covering various aspects

of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance and the evaluation was carried out based on responses received from the Directors.

The evaluation is performed by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.

In line with SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004, dated 5th January, 2017, the Company has adopted the criteria recommended by the SEBI. The Directors were given Six Forms for evaluation of the following:

a. Evaluation of the Board;

b. Evaluation of Committees of the Board;

c. Evaluation of Independent Directors;

d. Evaluation of Chairperson;

e. Evaluation of Non-Executive and Non-Independent Directors; and

f. Evaluation of Managing Director.

The Directors were requested to give following ratings for each criteria:

1. Could do more to meet expectations;

2. Meets expectations; and

3. Exceeds expectations.

A report on the above evaluation has been prepared and submitted to the Chairman with feedback for continuous improvement.

In a separate meeting held on 16th May, 2022, the Independent Directors evaluated the performance of Non-Independent Directors and performance of the Board as a whole. They also evaluated the performance of the Chairman taking into account the views of Executive Director and Non-Executive Directors. The NRC reviewed the performance of the Board, its Committees and of the Directors. The same was discussed in the Board Meeting that followed the meeting of the Independent Directors and NRC, at which the feedback received from the Directors on the performance of the Board and its Committees were also discussed.

Code of Conduct for the Board of Directors and Senior Management Personnel

The Directors and members of Senior Management have affirmed compliance with the Code of Conduct for Board of Directors and Senior Management Personnel of the Company. A declaration to this effect has been signed by the Chairman & Managing Director forms part of the Annual Report.

Particulars of Employees and Remuneration

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of

the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (''Rules'') are enclosed as ''Annexure C to this Report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Rules does not form part of this Report however the same shall be kept open for inspection in terms of Section 136 of the Act and any member can obtain a copy of the said statement by writing an email to the Company Secretary at [email protected]

Internal Financial Controls

Internal financial control systems of the Company are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable accounting standards and relevant statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance of corporate policies. The Company has a well-defined delegation of authority with specified limits for approval of expenditure, both capital and revenue. The Company uses an established ERP system to record day-to-day transactions for accounting and financial reporting.

The Audit Committee deliberated with the members of the management, considered the systems as laid down and met the internal auditors and statutory auditors to ascertain, their views on the internal financial control systems. The Audit Committee satisfied itself as to the adequacy and effectiveness of the internal financial control system as laid down and kept the Board of Directors informed. However, the Company recognises that no matter how the internal control framework is, it has inherent limitations and accordingly, periodic audits and reviews ensure that such systems are updated on regular intervals.

Directors'' Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors and external consultant(s), including audit of internal financial controls over financial reporting and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during 2021-22.

Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that for the year ended 31st March, 2022:

a. i n the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

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

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

d. they have prepared the annual accounts on a going concern basis;

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

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

Auditors

i. Statutory Audit

M/s. Jampani & Associates, Chartered Accountants (FRN -016581S), Hyderabad were re-appointed as statutory auditors of the Company for second term of five (5) years i.e. from the date of 28th Annual General Meeting till the conclusion of 33rd AGM to be held in year 2026 in terms of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 (the Act) and the Companies (Audit and Auditors) Rules, 2014 (the Rules) and the same was approved by the members at 28th AGM held on 12th July, 2021.

The Company received a certificate from the auditors confirming that they have not attracted any disqualifications as prescribed under the Companies Act, 2013 and the Chartered Accountant Act, 1949 read with rules made thereunder.

Further, the report of the Statutory Auditors along with notes to accounts is a part of the Annual Report. There has been no other qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report except below:

Auditor''s Observations:

The Statutory Auditors have mentioned in their report at point no. (iii) of Annexure - ''B'' to the Independent Auditors Report regarding interest free unsecured loans of '' 989 Lakhs (with a value at amortised cost of '' 951.59 Lakhs) to wholly-owned subsidiary (WOS) i.e. Vishnu Barium Private Limited (VBPL). Further, they also mentioned in their report at point no. (a) of (vii) of Annexure - ''B'' that the Company has generally

been regular in depositing undisputed statutory dues except instances of payment of income tax and they also mentioned that there are no dues outstanding for a period of more than six months from the date they became payable as at 31st March, 2022.

Management Replies:

The above said interest-free unsecured loan was infused by the Company in WOS Company i.e. VBPL, to comply with the conditions stipulated by the Banker for sanction of term loan and working capital facilities to VBPL and such infusion of unsecured loan is for the ultimate benefit of the Company; During the year, the Company has paid all its statutory dues pertaining to the previous years and efforts are being made to comply with the provisions of advance tax during the financial year 2022-23.

ii. Cost Auditors

As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to prepare, maintain as well as get its cost records audited by a Cost Accountant and accordingly such cost accounts and records are being maintained by the Company.

During the year, there occurred a casual vacancy in the office of Cost Auditor due to the sudden demise of Mr. N.V.S. Kapardhi, Cost Auditor and such causal vacancy was filled by the Board, on the recommendation of the Audit Committee, at its meeting held on 14th February, 2022 by appointing M/s. Sagar & Associates, Cost Accountants (Firm Registration No. 000118) as the Cost Auditors of the Company to conduct audit of the cost records of the Company for 2021-22 under section 148 and all other applicable provisions of the Act.

Further, on the recommendations of the Audit Committee, the Board at its meeting held on 16th May, 2022 has reappointed M/s. Sagar & Associates, Cost Accountants (FRN: 000118) as the Cost Auditors of the Company to conduct audit of the cost records of the Company for 2022-23 at such terms & conditions as approved by the Board.

M/s. Sagar & Associates, Cost Accountants (FRN: 000118) has confirmed that they are free from disqualification specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act and that the appointment meets the requirements of Section 141(3) (g) of the Act. They have further confirmed their independent status and an arm''s length relationship with the Company.

In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, (as amended from time to time), the remuneration payable to the Cost Auditors is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution for seeking Members'' ratification for the remuneration payable to M/s. Sagar & Associates, Cost Accountants (FRN: 000118) for the 2021-22 and 2022-23 is included at Item Nos. 10 & 11 of the Notice convening the AGM.

iii. 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 Board has appointed M/s. L.D.Reddy & Co., Company Secretaries, Hyderabad to undertake the Secretarial Audit of the Company for 2021-22. The Secretarial Audit Report of 2021-22 is annexed herewith as ''Annexure D''.

There has been no other qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report except the concern about delay in deposit of some of the tax dues. In this regard, the management explained that the Company has deposited all its pending taxes during the 2021-22 and has assured that the same will be given priority hereinafter.

Secretarial Standards

The Board has devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and that such systems were adequate and operating effectively.

Energy conservation, technology absorption and foreign exchange earnings and outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as ''Annexure E''.

Particulars of Contracts or Arrangements with Related Parties

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All the transactions with related parties were approved by the Audit Committee and the Board, as may be applicable; and the same are reviewed by the Audit Committee on quarterly basis. Also prior omnibus approval of the Audit Committee is obtained for related party transactions which are of repetitive in nature entered in ordinary course of business and on an arm''s length basis. The transactions entered into pursuant to the omnibus approval are reviewed by the internal audit team and the Audit Committee on quarterly basis.

The Company has developed a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company and the web link is https://www.vishnuchemicals.com/investors/fPolicies.

The particulars of contracts or arrangements with related parties referred to in sub section (1) of Section 188 entered by the Company during the Financial Year ended 31st March, 2022 is annexed to this Board''s Report in prescribed Form AOC-2 as ''Annexure F''.

Corporate Social Responsibility (CSR) initiatives

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company, details regarding CSR Committee and the initiatives undertaken by the Company on CSR activities during the year are set out in ''Annexure G'' of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. CSR Policy is available on the Company''s website on https://www.vishnuchemicals.com/wp-content/ uploads/2021/03/CSR-Policy-updated-on-12022021.pdf

Whistle blower policy/ Vigil mechanism

In terms of the requirements of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, the Company has a vigil mechanism to deal with instances of fraud and mismanagement, if any, including reporting instances of leak of UPSI or suspected leak of UPSI by employees, anti-bribery & anti-corruption and taking appropriate actions on such reporting. The Audit Committee reviews the functioning of the vigil / whistle blower mechanism from time to time. There were no allegations / disclosures / concerns received during the year under review in terms of the vigil mechanism established by the Company. The details of the vigil mechanism are displayed on the website of the Company https://www.vishnuchemicals.com/investors/fPolicies

Prevention of Insider Trading

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended, the Company has adopted the Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Designated Persons and their Immediate Relatives along with Code of Fair Disclosures and a copy of the same are available on company''s website https://www.vishnuchemicals. com/investors/fPolicies.

Environment, Health and Safety

The Company considers it is essential to protect the Earth and limited natural resources as well as the health and wellbeing of every person especially employees/ workers of the Company.

The Company strives to achieve safety, health and environmental excellence in all aspects of its business activities. Acting responsibly with a focus on safety, health and the environment to be part of the Company''s DNA.

In line with the ''Go Green'' philosophy, the Company is continuously adopting new techniques to eliminate and minimise the environmental impact. Various projects have been implemented by the Company to use alternate sources of energy wherever possible.

The Company does not just talk about ''Sustainability, it follows in true letter and spirit; Sustainability is about how VCL operates. VCL strives to promote Circular Economy and deliver Societal Value. VCL''s approach is to innovate, collaborate and educate communities.

With an intensive focus on safety, we have achieved decline in our total recordable injury rate (TRIR). We firmly believe that we can progress only as fast as the successful implementation and acceptance of our safety programmes and initiatives.

Our aim is to build a more mature and sustainable safety culture that will allow us to increase our productivity and operational discipline and facilitate highly competitive organic growth.

Occupational health is a key aspect of VCL''s safety activities. Currently, there are several health programmes initiated at each site and location, including global health days with dedicated initiatives.

Process safety is an integral part of our mission to operate in the safest manner possible by increasing the efficiency and reliability of our operations.

Prevention of Sexual Harassment (''POSH'')

In order to comply with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace. All women employees permanent, temporary or contractual are covered under the above policy. The said policy has been circulated to all employees by hosting on notice board and a copy of the same has been uploaded on the website of the Company. An Internal Complaint Committee (ICC) has been set up in compliance with the said Act. To build awareness in this area, the Company has been conducting awareness sessions during induction. During the year under review, no complaints pertaining to sexual harassment of women employees were reported.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2022 is available on the Company''s website on https://vishnuchemicals.com/wp-content/ uploads/2022/05/VCL_Form_MGT_7-dt31032022-draft-pdf.pdf

Corporate Governance

A detailed report on Corporate Governance forms part of this Report as ''Annexure H''. The Secretarial Auditors of the Company

have examined the Company''s compliance and have certified the same as required under the Listing Regulations. A copy of the certificate on corporate governance is reproduced in this Annual Report.

Business Responsibility Report

The ''Business Responsibility Report'' (BRR) of your Company for the year ended 31st March, 2022 forms part of this Annual Report as required under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as ''Annexure I''.

Transfer of Unpaid and Unclaimed amounts to Investor Education and protection Fund (IEpF)

As per section 124 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and subsequent amendments thereto ("the Rules"), all shares in respect of which dividends has not been paid or claimed for seven consecutive years or more shall be transferred to Investor Education and Protection Fund (IEPF).

In line with the aforesaid provisions, during the year, unclaimed interim dividend declared for the FY 2014-15 along with the underlying shares on which dividend has not been claimed for seven consecutive years have been transferred to IEPF.

The procedure for claiming such unclaimed dividend/ shares from IEPF has been made available on website of the Company https://vishnuchemicals.com/wp-content/uploads/2022/04/ Procedure-for-claiming-shares-unclaimed-dividend.pdf. Also, the List of shareholders whose shares have been transferred to IEPF is available on the website of the Company https://vishnuchemicals. com/wp-content/uploads/2021/09/List-of-shareholders-whose-shares-are-being-transferred-to-IEPF-along-with-Unclaimed_ Unpaid-dividend-for-seven-consecutive-years.pdf.

Significant and material orders passed by the regulators or courts

During the year under review, there were no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Acknowledgements

The Directors wish to place on record their appreciation for the continued support and co-operation by Financial Institutions, Banks, Customers, Suppliers, Government Authorities and other stakeholders. Your Directors also acknowledge the support extended by all the employees for their dedicated service.

Mar 31, 2019

Dear Members,

The Directors are pleased to present the Twenty Sixth Annual Report and the Company''s Audited Financial Statements for the financial year ended 31^st March, 2019.

1. FINANCIAL RESULTS

Summary of your Company''s financial performance, both standalone and consolidated, for the financial year ended 31^st March, 2019 is tabulated below:

(Rs. In Lakhs)

Particulars	Consolidated		Standalone
Particulars	2018-19	2017-18	2018-19	2017-18
Revenue from operation	76938.64	65232.72	66752.99	56973.91
Other income	307.80	833.27	432.79	794.46
Total revenue	77246.44	66065.99	67185.78	57768.37
Profit before depreciation, finance cost and taxes (PBDIT)	10224.40	8685.09	8434.39	7522.85
Profit before exceptional items and tax	3748.77	2209.69	2530.99	1710.07
Exceptional items	-	-	-	-
Profit before taxation	3748.77	2209.69	2530.99	1710.07
Taxation: Current tax	898.09	565.74	898.09	565.74
Deferred	414.24	201.57	414.24	201.57
Profit after taxation	2436.44	1442.37	1218.66	942.76
Other comprehensive income/ (expenses) (net of taxes)	(89.79)	(3.49)	(70.66)	(3.23)
Total comprehensive income	2346.65	1438.88	1148.00	939.53
EPS (of Rs. 10/- each) Basic	20.40	12.07	10.20	7.89
Diluted	20.40	12.07	10.20	7.89

Note: Your Company is covered under phase II of the Indian Accounting Standards (Ind AS) implementation program notified by Ministry of Corporate Affairs, Government of India. Accordingly, your Company has prepared financial statements from the FY 2017-18 as per Ind AS.

Consolidated Financial Statement

The consolidated financial statement is prepared in terms of provisions of Section 129 of the Companies Act, 2013 and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations'') and in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time, the same forms part of this Annual Report. The consolidated financial statement has been prepared on the basis of audited financial statements of your Company, its subsidiaries as approved by the respective Board of Directors.

2. DIVIDEND

The Board at its meeting held on 6^th May, 2019 has recommended a Dividend of Rs. 1.00 (i.e. 10%) per equity share (last year Rs. 1/- per equity share i.e. 10%) on the equity share of Rs. 10/- each for the financial year 2018-19, amounting to Rs. 119.46 Lakhs (excluding dividend distribution tax). The dividend payout is subject to the approval of Shareholders at ensuing Annual General Meeting. The dividend will be paid to the members whose names appear in register of members as on 14^th June, 2019.

3. TRANSFER TO RESERVES

The Board decided not to transfer any amount out of the profit for the year to the general reserves.

4. THE STATE OF AFFAIRS/ COMPANY''S PERFORMANCE

Buoyed by the positive sentiments in all aspects of the business that the Company is operating in, your Company has improved its performance by attaining considerable growth in turnover and profitability, during the year under review (As summarized below).

Geography-wise performance:

(Rs. In Lakhs)

Particulars	2018-19		2017-18		% of increase YOY
Domestic	35225.48	53.43%	29955.27	53.24%	17.60%
Overseas	30704.93	46.57%	26305.16	46.76%	16.72%
Total	65930.41	100.00	56260.43	100.00	17.18%

During the year, the Company has performed well both in domestic and export segments by achieving turnover growth rate of around 18% and 17% year on year basis respectively with improved margins. Further the Company is concentrating more on export market in order to utilize its full production capacities and accelerate the margins.

Vishnu Barium Private Limited, the wholly owned subsidiary, has achieved total revenue of Rs. 10772.52 Lakhs (previous year Rs. 9480.16 Lakhs). The profit before tax was 1217.34 Lakhs (Rs. 706.56 Lakhs) and total comprehensive income was Rs. 1198.21 Lakhs (Rs. 706.30 Lakhs).

5. SHARE CAPITAL

During the year under review there were no changes in authorized and paid-up share capital of the Company. The authorised share capital of the Company is Rs. 95,00,00,000/- divided into 1,50,00,000 Equity Shares of Rs. 10/- each and 8,00,00,000 Preference Shares of Rs. 10/- each; and the paid-up share capital of the Company as on financial year ended 31^st March, 2019 is Rs. 88,58,35,200/divided into 1,19,46,020 Equity Shares of Rs. 10/- each and 7,66,37,500 7% Cumulative Redeemable Preference Shares of Rs. 10/- each.

The Board at its meeting dated 14^th February, 2019 considered no-objections received from preference shareholders and approved variation of terms of the existing 7,66,37,500 7% Cumulative Redeemable Preference Shares (CRPS), which are unlisted, of the company with regard to extension of redemption term of CRPS from ten years to fifteen years and thereby to extend due date for redemption of said shares from 31.03.2028 to 31.03.2033 and all other terms and conditions of the said issue of CRPS shall remain the same. Further, the said variation requires the approval of the equity members as per section 48 of the Companies Act, 2013 and a resolution is proposed at ensuing 26^th Annual General Meeting.

6. PROMOTERS OF THE COMPANY

The promoters of the company continued to reinforce their confidence in the long term prospects of the Company. The following is the promoter''s shareholding as on 31^st March, 2019:

S.No.	Promoters	Equity shares		Preference Share
S.No.	Promoters	No. of shares	%	No. of shares	%
1	Ch. Krishna Murthy	6219790	52.07	71121750	92.80
2	Ch. Manjula	1614048	13.51	5271250	6.88
3	Ch. Siddartha	1125668	9.42	244500	0.32
	Total	8959506	75.00	76637500	100.00

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no material subsidiary as defined under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and neither it has any joint ventures/ associate companies. The Policy for determining material subsidiaries as approved may be accessed on the Company''s website at the link: http://www.vishnuchemicals.com/downloads/Subsidiaries.pdf.

Further, during the year under review, the Board approved at its meeting held on May 30, 2018 closure of Vishnu Hong Kong Ltd due to non-operations and accordingly an application for deregistration of Vishnu Hong Kong Ltd was filed and is pending for receipt of notice of deregistration from the concerned authorities of Hong Kong and on receipt of the said notice, the company will be dissolved on deregistration w.e.f. April 1, 2018 or such other date as may be mentioned in the said notice of deregistration.

During the year, the Board of Directors reviewed the affairs of the subsidiaries and accordingly consolidated financial statement has been prepared in accordance with Section 129(3) of the Companies Act, 2013 which form part of the Annual Report. Moreover, for the purpose of preparation of consolidated financial statements, financials of Vishnu Hong Kong Ltd was not considered as the same is under deregistration and hence was not required to prepare financial statement as per the laws of Hong Kong.

Further in accordance with section 136 of the Companies Act, 2013, The Audited Financial Statement including Consolidated Financial Statement and related information of the Company and audited accounts of the each of its subsidiaries are available on our website www.vishnuchemicals.com. These documents are also available for inspection till the date of Annual General Meeting (AGM) during working hours at our Registered Office and a copy of separate audited accounts of its Subsidiaries will be provided to the members at their request. A statement containing salient features of the financial statements of subsidiaries are disclosed in Form-AOC 1 as ''Annexure A'' to the Board''s Report.

8. PUBLIC DEPOSITS

The Company has not accepted any deposits within the meaning of section 73 of the Companies Act, 2013 during the year and as such no amount of principle or interest was outstanding as on Balance Sheet date.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans, guarantees, security and investments covered under section 186 of the Companies Act, 2013 forms part of the notes to the financial statements (pls refer Note No. 2, 3 & 10).

10. DIRECTORS AND KMPs

During the year under review, there were no changes in composition of Board of Directors of the Company.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company''s Articles of Association, Mrs. Ch. Manjula, Director retires by rotation at the forthcoming Annual General Meeting and, being eligible offers herself for re-appointment. The Board recommends her re-appointment for the consideration of the Members of the Company at the forthcoming Annual General Meeting.

Based on recommendations of the Nomination and Remuneration Committee and performance evaluation report the Board at its meeting held on 6^th May, 2019, considered reappointment of Mr. Pradip Saha as an Independent Director of the company for a second term period of 2 years i.e. w.e.f. 10^th November, 2019 till 9^th November, 2021 and recommends for member''s approval as required under section 149(10) of the Companies Act, 2013 at forthcoming Annual General Meeting. A proposed resolution included in AGM Notice. Further, the Board of Directors on recommendation of the Nomination and Remuneration Committee appointed Mr. Santanu Mukherjee as an Additional Director (For NonExecutive & Independent Category) of the Company with effect from May 6, 2019. In terms of Section 161 of the Act, Mr. Santanu Mukherjee holds office up to the date of ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing Mr. Santanu Mukherjee''s name for the office of Director. Accordingly, the Board recommends the resolution in relation to appointment of Mr. Santanu Mukherjee as a Independent Director, for the approval by the members of the Company. Further, Mr. U. Dileep Kumar will complete his term as Independent Director on the board of the Company at the conclusion of the 26th AGM. The Board places on record its deep appreciation for the services rendered by Mr. U. Dileep Kumar during his tenure as an Independent Director and Member of various committees of the Board of Directors of the Company.

Pursuant to the provisions of regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard 2 on General Meetings issued by ICSI, brief particulars of the directors proposed to be appointed/ re-appointed are provided as an annexure to the notice convening the AGM.

All the Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. In the opinion of the Board, the Independent Directors, fulfil the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company''s Code of Business Conduct & Ethics.

Number of Board Meetings

During the year under review, four Board Meetings were convened and held. For further details, please refer Report on Corporate Governance which is enclosed as Annexure to this report.

Committees of the Board

The Board of Directors have the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

4. Management Committee of Directors

5. Corporate Social Responsibility Committee.

6. Risk Management Committee

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

Key Managerial Personnel

During the year Mr. P. Anjaneyulu, Vice-President (Finance & Accounts) was appointed as Chief Financial Officer of the Company w.e.f. 30^th May, 2018, in terms of provisions of section 203 of the Companies Act, 2013 in place of Mr. V. Lakshmi Narayana, who resigned on 1^st May, 2018. The following are the Key Managerial Personnel of the Company as on March 31, 2019:

1. Mr. Ch. Krishna Murthy, Managing Director

2. Mr. Ch. Siddartha, Joint Managing Director

3. Mr. P. Anjaneyulu, Chief Financial Officer

4. Mr. Kishore Kathri, Company Secretary

Directors'' Appointment and Remuneration Policy

The Nomination and Remuneration Committee is responsible to set the skills/ expertise/ competencies of the Board Members based on the industry and strategy of the Company and to formulate the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Act and the Listing Regulations. The Board has, on the recommendations of the Nomination & Remuneration Committee framed a policy for Remuneration of the Directors and Key Managerial Personnel. A copy of the Nomination & Remuneration Policy is available on the website of the company http://www.vishnuchemicals. com/downloads/Nomination_Remuneration.pdf The objective of the Company''s remuneration policy is to attract, motivate and retain qualified and expert individuals that the Company needs in order to achieve its strategic and operational objectives, whilst acknowledging the societal context around remuneration and recognizing the interests of Company''s stakeholders.

Familiarization Programme for Independent Directors The Independent Directors are familiarized through various programmes on a continuing basis including the following:

(a) nature of the industry in which Company operates;

(b) business model of the Company;

(c) roles, rights, responsibilities of Independent Directors etc., The familiarization programme along with terms and conditions of appointment of Independent Directors is disclosed on the Company''s website www.vishnuchemicals. com.

Separate Meeting of Independent Directors

A separate meeting of Independent Directors of the Company, without the attendance of Non-Independent Directors and members of management, was held on 14^th February, 2019, as required under Schedule IV to the Companies Act, 2013 (Code for Independent Directors) and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

At the Meeting, the Independent Directors:

- Reviewed the performance of Non-Independent Directors and the Board as a whole;

- Reviewed the performance of the Chairman of the Company, taking into account the views of Executive Director and Non-Executive Directors; and

- Assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Independent Directors had reviewed the overall performance of the Non-executive Directors including the Chairman and the Managing Directors. They also concluded that the Board as a collective body is performing satisfactorily. The Independent Directors also concluded that the flow of information between the Company''s Management and the Board in terms of quality, quantity and timeliness is satisfactory and suggested for further improvement in terms of increase in regulatory monitoring. The Independent Directors commended the depth and quality of discussions at the Board and the Committee Meetings.

Except Mr. T.S. Appa Rao, all other Independent Directors attended/participated in the Meeting of Independent Directors and Mr. U. Dileep Kumar was the Lead Independent Director of that Meeting.

Board & Director''s Evaluation

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria and framework adopted by the Board. In addition, the performance of Board as a whole and committees were evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of Board as a whole and performance of the Chairman was evaluated, taking into account the views of the Executive Directors and Non-executive Directors.

Further, based on the performance evaluation report Mr. Pradip Saha''s re-appointment is proposed for second term period of 2 years i.e. w.e.f. 10^th November, 2019 till 9^th November, 2021. Accordingly a special resolution is proposed for member''s approval at ensuing Annual General Meeting.

Particulars of Employees and Remuneration The information required under Section 197 (12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as ''Annexure B''.

11. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

12. INFORMATION ON STOCK EXCHANGES

The equity shares of the Company are listed on BSE Limited and the National Stock Exchange of India Limited and the listing fees have been paid to them up-to-date.

13. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134 of the Companies Act, 2013:

(a) that in the preparation of the annual accounts/financial statements for the financial year ended 31st March, 2019, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(b) that the accounting policies as mentioned in the financial statements were selected and applied consistently and reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

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

(d) that the annual accounts were prepared on a going concern basis;

(e) that proper internal financial controls were in place and that such internal financial controls are adequate and were operating effectively; and

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

14. AUDITORS

Statutory / Financial Audit

M/s. Jampani & Associates, Chartered Accountants, Hyderabad (Registration No.016581S) were appointed as Auditors of the Company to hold office from the conclusion of the 23^rd Annual General Meeting of the Company until the conclusion of the 28^th Annual General Meeting held in year 2021, at such remuneration as may be agreed upon between the Auditors and the Board of Directors, in addition to actual out-of-pocket expenses incurred by them for the purpose of audit and the applicable taxes.

The requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General Meeting is done away with vide notification dated May 7, 2018 issued by the Ministry of Corporate Affairs, Govt'' of India Accordingly, no resolution is proposed for ratification of appointment of Auditors, who were appointed at the 23^rd Annual General Meeting held on September 28, 2016 and are eligible to hold their office until conclusion of 28^th Annual General Meeting to be held in 2021.

Auditor''s Observations:

The Statutory Auditors have mentioned in their report as point No. iii of Annexure - ''B'' to the Independent Auditors Report regarding interest free unsecured loans of Rs. 989 Lakhs (with a value at amortised cost of Rs. 722.22 lakhs) to its wholly-owned subsidiary i.e. Vishnu Barium Pvt Ltd. Similarly, they have also mentioned in their report at point no. (a) & (b) of VII of Annexure - ''B'' that the company has generally been irregular in depositing undisputed statutory dues and Rs. 1279.19 Lakhs is yet to be paid towards Income Tax and Interest thereon under Income Tax Act, 1961 for the periods AY 2014-15 to AY 2018-19.

Management Replies:

While sanctioning the term loan and working capital facilities, the bank has insisted to deposit unsecured loan by Holding Company to Subsidiary. Accordingly the Board took a decision to infuse the funds as per requirements of the business and for ultimate benefit of the Holding Company. Delay in Statutory Payments and Income Tax is due to funds crunch and the same will be paid at the earliest.

Cost Audit

The Ministry of Corporate Affairs had, vide its Order dated 31^st December, 2014 directed audit of cost records of the companies covered under the Companies (Cost Records & Audit) Amendment Rules, 2014 as amended from time to time. The said order is applicable to the Company, being manufacturer of Chemicals etc., cost records under the said order are maintained. The Board has appointed Mr. K.V.S. Kapardhi, Cost Accountant, Hyderabad (Firm Reg. No. 100231) as Cost Auditors of the Company for the financial year 2019-20 and approval of members is being sought at ensuing Annual General Meeting for ratification of remuneration to be paid to them for the FY 2019-20.

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 Board has appointed M/s. L.D.Reddy & Co., Company Secretaries, Hyderabad to undertake the Secretarial Audit of the Company for the financial year 2018-19. The Secretarial Audit Report of FY 2018-19 is annexed herewith as ''Annexure D''.

Auditor''s Observations:

Secretarial Auditors mentioned at point no. six of their report that wages and statutory payments are delayed.

Management Replies:

The Company is taking all possible steps to pay wages within time and deposit all statutory dues within due date.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

In compliance with Section 135 of the Companies Act, 2013 and other applicable provisions, the Company has constituted Corporate Social Responsibility Committee consisting of Mr. U. Dileep Kumar, Chairman of the Committee (Independent Director), Mr. Ch. Krishna Murthy (Chairman & Managing Director of the Company) and Mrs. Ch. Manjula (Non-executive Director) as the other Members of the Committee. The Committee met once i.e. 14^th August, 2018, during the year and reviewed the policy on Corporate Social Responsibility stating therein the objectives, implementation and other issues pertaining to the achievement of the CSR objectives of the Company.

Further to emphasise on the idea of service to the society at large, during the year the company along with its WOS Company i.e. Vishnu Barium Private Ltd, formed a Trust called "Krishna Foundation" with an objective of charitable purpose and as part of its object during the year the trust initiated construction of old-age home to provide housing facility to elderly aged group.

During the financial year, the Company spent Rs. 41.33 Lakhs out of which Rs. 10.83 Lakh spent directly and Rs. 30.50 Lakh spent through Krishna Foundation, Public Charitable Trust of the company registered under Indian Trust Act, 1882 and the Board recommended carrying forward the unspent amount of Rs. 5.13 Lakhs relating to financial year 2018-19 along with accumulated unspent amount of Rs. 87.34 Lakhs pertaining to previous financial years, to next financial year in view of the reason that it is proposed to spend the unspent CSR amount through its trust for construction and maintenance of old-age home to provide housing facility to elderly aged group which includes facilities for meals, gatherings, recreation activities, and some form of health or hospice care etc., in FY 2019-20. The CSR Policy of the Company is displayed on the website of the Company. The Annual Report on CSR activities is annexed herewith as ''Annexure E''.

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of the requirements of the Companies Act, 2013 and Regulation 22 of Listing Regulations, the Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The details of the vigil mechanism are displayed on the website of the Company http://www. vishnuchemicals.com/downloads/whistle_blower_policy. pdf. During the year the policy has been amended in view of the changes in listing regulations to cover instances relating to insider trading i.e. reporting instances of leak of UPSI or suspected leak of UPSI by employees and taking appropriate actions on such reporting. The Audit Committee reviews the functioning of the vigil / whistle blower mechanism from time to time. There were no allegations / disclosures / concerns received during the year under review in terms of the vigil mechanism established by the Company.

17. RELATED PARTY TRANSACTIONS

All related party transactions / arrangements that were entered into during the financial year were at an arm''s length basis and in ordinary course of business. During the year under review, there were no materially significant related party transactions entered by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interest of the Company at large and thus a disclosure in Form AOC-2 in terms of section 134 of the Act is NIL and the same is annexed as ''Annexure F''.

All related party transactions / arrangements are placed before the Audit Committee for approval, supported by a statement/ declaration from the management as to the adherence of arm''s length basis and being in the ordinary course of business. The policy on Related Party Transactions as approved by the Board is displayed on the Company''s website http://www.vishnuchemicals.com/downloads/Policy_on_ Materiality_of_RPT.pdf.

Details of the transactions with Related Parties are provided in the accompanying financial statements.

18. ENVIRONMENT, HEALTH AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

Safety awareness has been enhanced by way of training on hazard identification, risk assessment and continuous training to the newly inducted employees and regular training to the employees on SOPs, mock drills on emergency preparedness and mitigation exercises;

In order to comply with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace. All women employees either permanent, temporary or contractual are covered under the above policy. The said policy has been circulated to all employees by hosting on notice board and a copy of the same has been uploaded on the website of the Company. An Internal Complaint Committee (ICC) has been set up in compliance with the said Act. During the year under review, no complaints pertaining to sexual harassment of women employees were reported.

19. EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, the extract of the Annual Return in Form No. MGT - 9 is enclosed as ''Annexure G'' to this Report.

20. CORPORATE GOVERNANCE

A detailed report on the subject forms part of this Report as ''Annexure H''. The Secretarial Auditors of the Company have examined the Company''s compliance and have certified the same as required under the SEBI Guidelines/ Regulations. Such a certificate on corporate governance is reproduced in this Annual Report.

21. MANAGEMENT DISCUSSION & ANALAYSIS Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section as ''Annexure I'' forming part of the Annual Report.

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, there were no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

23. CAUTIONARY STATEMENT

Statements in this Board''s Report and Management Discussion and Analysis Report describing the Company''s objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company''s operations include raw material availability and its prices, cyclical demand and pricing in the Company''s principal markets, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factor.

APPRECIATION

Your Directors wish to place on record their appreciation, for the contribution made by the employees at all levels but for whose hard work, and support, your Company''s achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

For and on behalf of the Board of Directors

Sd/- Sd/-

Ch. Siddartha Ch. Manjula

Place: Hyderabad Joint Managing Director Director

Date: 06 May 2019 DIN: 01250728 DIN: 01546339

Mar 31, 2018

The Directors have pleasure in presenting their Twenty Fifth Annual Report and Audited Annual Accounts for the financial year ended 31^st March 2018.

1. FINANCIAL RESULTS:

Summary of your Company''s financial performance, both standalone and consolidated, for the financial year ended 31^st March, 2018 is tabulated below:

(Rs. In Lakhs)

Particulars	Consolidated		Standalone
Particulars	2017-18	2016-17	2017-18	2016-17
Revenue from operations	65232.72	54552.59	56973.91	47226.26
Other income	833.27	727.97	794.46	651.42
Total Revenue	66065.99	55280.55	57768.37	47877.68
Profit before depreciation, finance cost and taxes (PBDIT)	8685.08	7124.04	7522.86	6404.13
Profit before exceptional items and tax	2209.68	1352.72	1710.07	1234.17
Exceptional items	_-	_-	_-	_-
Profit Before Taxation	2209.68	1352.72	1710.07	1234.17
Taxation: Current Tax	565.74	432.09	565.74	432.09
Deferred	201.57	266.36	201.57	266.36
Profit After Taxation	1442.37	654.26	942.76	535.71
Other comprehensive income/ (expenses) (net of taxes)	(3.49)	13.51	(3.23)	(27.31)
Total comprehensive income	1438.89	667.78	939.53	508.40
EPS (of Rs. 10/- each) Basic Diluted	12.07	5.48	7.89	4.48
EPS (of Rs. 10/- each) Basic Diluted	12.07	5.48	7.89	4.48

Notes:

a. The above figures are extracted from the standalone and consolidated financial statements.

b. Your Company is covered under phase II of the Indian Accounting Standards (Ind AS) implementation program notified by Ministry of Corporate Affairs, Government of India. Accordingly, your Company has prepared financial statements for the FY 2017-18 as per Ind AS and previous year''s figures have been restated as per Ind AS to make them comparable.

c. The borrowings and finance cost have gone-up due to classification of the existing Cumulative Redeemable Preference Share Capital (CRPS) of Rs. 7663.75 Lakhs under non-current financial liabilities and the interest on 4,75,00,000 CRPS for the FY 2017-18 i.e. Rs. 400.18 Lakhs (inclusive of DDT) under finance cost.

d. Income for the period from 1st July 2016 to 31st March 2017 includes excise duty collected from Customers, whereas GST collected during corresponding period during this financial year is not part of Income as per the requirement of Indian Accounting Standard -18 on Revenue. Hence Income of such period is not comparable.

Consolidated Financial Statement

The consolidated financial statement, in terms of Section 129 of the Companies Act, 2013 and regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations'') and prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended thereof, forms a part of this annual report.

The consolidated financial statement has been prepared on the basis of audited financial statements of your Company, its subsidiaries as approved by the respective Board of Directors.

2. DIVIDEND

The Board at its meeting held on 30th May, 2018 has recommended the payment of Dividend of Rs. 1.00 per share equivalent to 10% on the Equity Paid-up Capital of the Company. The dividend of Rs. 119.46 Lakhs (excluding dividend distribution tax), if approved by the Shareholders at the Twenty Fifth Annual General Meeting, will be paid out of the profits for the current year to all the Shareholders of the Company whose names appear on the Register of Members as on cut off date.

3. OPERATIONS

Buoyed by the positive sentiments in all aspects of the business that the company is operating in, your company has improved its performance by attaining considerable growth in turnover and profitability, during the year under review (As summarized above). Geography-wise performance:

(Rs. in Lakhs)

Particulars	2017-18		2016-17		% of increase YOY
Domestic	29955.27	53.24%	29651.01	63.42%	1.00
Overseas	26305.16	46.76%	17101.50	36.58%	53.81
Total	56260.43	100	46752.51	100	-

During the year, the company has done exceptionally well in export segment by achieving growth rate of 54% year to year on basis i.e. Rs. 263.05 crores compared to Rs. 171.01 crores during the previous year. Further, the company could retain its share in domestic market with marginal growth in view of the dumping of products by global competitors. Therefore, the company is concentrating more on export market in order to utilize its full production capacities.

Apart from maintaining the current market share of the products, the company is able to expand its product base with an additional capital inflow during the year. It is also projected that the stability in commercial production of projects such as CO2 acidification will improve the margins. As far as the prices of raw materials are concerned, we could overcome the rare volatility seen in Chrome ore prices and presently the prices of all the key raw materials are in control.

Vishnu Barium Private Limited, the wholly owned subsidiary, has achieved total turnover of Rs. 9480.15 Lakhs (previous year Rs. 7988.80 Lakhs). The profit before tax was Rs. 706.56 Lakhs (Rs. 157.40 Lakhs) and total comprehensive income was Rs. 706.30 Lakhs (Rs. 198.22).

4. SHARE CAPITAL:

During the year the authorised share capital of the company increased from Rs. 75,00,00,000/- divided into 1,50,00,000 Equity Shares of Rs. 10/- each and 6,00,00,000 Preference Shares of Rs. 10/- each to Rs. 95,00,00,000/- divided into 1,50,00,000 Equity Shares of Rs. 10/- each and 8,00,00,000 Preference Shares of Rs. 10/- each by alteration of Clause V of Memorandum of Association the company vide shareholders postal ballot resolution dated 26^th January, 2018.

Further during the year i.e. on 29^th March, 2018, the company issued and allotted 7,66,37,500 further 7% Cumulative Redeemable Preference Shares (CRPS) of face value of Rs. 10/- each aggregating Rs. 76,63,75,000/- to the existing 7% Cumulative Redeemable Preference Shareholders in lieu of their existing unredeemed 4,75,00,000 7% Cumulative Redeemable Preference Shares of face value of Rs. 10/- each aggregating Rs. 47,50,00,000/- and the outstanding accumulated dividend thereon amounting to Rs. 29,13,75,000/- as on 31^st March, 2017 pursuant to section 55(3) of the Companies Act, 2013 read with rules made thereunder. Subsequently, the said allotment was ratified by the Board on receipt of the order dated 13^th April, 2018 from Hon''ble National Company Law Tribunal, Bench at Hyderabad (NCLT) under section 55(3) of the Companies Act, 2013 and according to NCLT order dated 13^th April, 2018 the existing 4,75,00,000 7% Redeemable Preference Shares of Rs. 10/- each deemed to have been redeemed.

The paid-up share capital of the Company as on financial year ended 31^st March, 2018 is Rs. 88,58,35,200/- divided into 1,19,46,020 Equity Shares of Rs. 10/- each and 7,66,37,500 7% Cumulative Redeemable Preference Shares of Rs. 10/- each.

5. PROMOTERS OF THE COMPANY

The promoters of the company continued to reinforce their confidence in the long term prospects of the Company by infusing further capital in to the Company. The following is the promoter''s shareholding as on 31^st March, 2018:

S.No.	Promoters	Equity shares		Preference Share
S.No.	Promoters	No. of shares	%	No. of shares	%
1	Ch. Krishna Murthy	6219790	52.07	71121750	92.80
2	Ch. Manjula	1614048	13.51	5271250	6.88
3	Ch. Siddartha	1125668	9.42	244500	0.32
	Total	8959506	75.00	76637500	100.00

6. SUBSIDIARIES

The Company has three subsidiaries, of which, only one is a major one, namely Vishnu Barium Private Limited (VBPL). Further, Vishnu Hong Kong Ltd, incorporated in Hong Kong is not carrying any effective business activity currently and Vishnu South Africa (Pty) Ltd incorporated in South Africa has not commenced its operations yet. Accordingly, the annual performance of the subsidiaries is as under:

- Vishnu Barium Private Limited reported a profit of Rs. 706.30 Lakhs (Rs. 198.23 Lakhs).

- Vishnu Hong Kong Limited reported loss of Rs. -6.41 Lakhs (Rs. -38.85 Lakhs).

- Vishnu South Africa Pty Limited - Not yet commenced operations.

In accordance with section 136 of the Companies Act, 2013, The Audited Financial Statement including Consolidated Financial Statement and related information of the Company and audited accounts of the each of its subsidiaries are available on our website www.vishnuchemicals.com. These documents are also available for inspection till the date of Annual General Meeting (AGM) during working hours at our Registered Office and a copy of separate audited accounts of its Subsidiaries will be provided to the members at their request. A statement containing salient features of the financial statements of above subsidiaries are disclosed in Form-AOC 1 as ''Annexure-A'' to the Board''s Report.

7. WITHDRAWAL OF SCHEME OF MERGER:

During the year, the Company filed a scheme of merger, duly approved by the shareholders of the company vide resolution dated 7^th April, 2017, before Regional Director, South East Region, Hyderabad under section 233 of the Companies Act, 2013, for merger of its wholly-owned Subsidiary (WOS) i.e. Vishnu Barium Private Limited in to the Company. However, subsequently the scheme was withdrawn due to non-receipt of NOC from the Bankers and accordingly, the order dated 25^th October, 2017 was received from Regional Director, South East Region, Hyderabad confirming such withdrawal.

8. TRANSFER TO THE INVESTORS EDUCATION & PROTECTION FUND (IEPF):

In terms of Section 124 of the Companies Act, 2013 read with Investors Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the company shall transfer unclaimed dividend which is lying in unpaid dividend account for a period of seven years to the Investors Education and Protection Fund (IEPF) established by the Central Government along with shares in respect of which dividend has not been paid or claimed for seven consecutive years or more. No amount & shares are required to be transferred to IEPF during the year under review.

9. PUBLIC DEPOSITS

The Company has not accepted any public deposits during the year and in any previous years.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans, guarantees, security and investments made by/ to the Company are disclosed in the notes to the financial statements forming part of this report.

11. DIRECTORS AND KMPs

During the year under review, four Board Meetings and Five Audit Committees were held. The details of meetings held are given in the Corporate Governance Report which forms part of this Annual Report.

Further, during the year under review, Dr. S Chandrasekhar, Independent Director of the Company retired on 13^th August, 2017 on completion of his term of appointment; and Mr. Pradip Saha was appointed as Independent Director (ID) of the Company w.e.f. 10^th November, 2017, for a period of two years and his appointment as ID has been ratified by the shareholders by passing ordinary resolution on 26^th January, 2018 through postal ballot. Further, Mr. V. Lakshmi Narayana was appointed as Chief Financial Officer of the Company w.e.f. 28^th August, 2017 in place of Mr. T. Ramakrishna; and Mr. Kishore Kathri was appointed as Company Secretary of the Company w.e.f. 14^th September, 2017 in place of Ms. Shruti Gupta.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company Mr. Ch. Krishna Murthy retires by rotation at the 25^th Annual General Meeting of the Company and is eligible for reappointment. The Board recommended his re-appointment.

The number and details of the meetings of the Board and other Committees are furnished in the Corporate Governance Report.

The Independent Directors have furnished declaration of independence under Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations, 2015.

Familiarization Programme for Independent Directors

The Independent Directors are familiarized with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. through various programmes on a continuing basis. The familiarization programme along with terms and conditions of appointment of Independent Directors is disclosed on the Company''s website www.vishnuchemicals.com.

Separate Meeting of Independent Directors

A separate meeting of Independent Directors of the Company, without the attendance of Non-Independent Directors and members of management, was held on 14^th December, 2017, as required under Schedule IV to the Companies Act, 2013 (Code for Independent Directors) and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

At the Meeting, the Independent Directors:

- Reviewed the performance of Non-Independent Directors and the Board as a whole;

- Reviewed the performance of the Chairman of the Company, taking into account the views of Executive Director and Non-Executive Directors; and

- Assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Independent Directors had reviewed the overall performance of the Non-executive directors including the Chairman and the Managing Directors. They also concluded that the Board as a collective body is performing satisfactorily. The Independent Directors also concluded that the flow of information between the Company''s Management and the Board in terms of quality, quantity and timeliness is satisfactory and suggested for further improvement. The Independent Directors commended the depth and quality of discussions at the Board and the Committee Meetings.

All the Independent Directors attended/participated in the Meeting of Independent Directors and Mr. U. Dileep Kumar was the Lead Independent Director of that Meeting.

Board & Directors'' Evaluation

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) the Board, its Committees and the Directors have carried out annual evaluation based on the evaluation parameters formulated by the Nomination and Remuneration Committee and the Board based on SEBI Guidance Note on Board Evaluation. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the flow of information between the Company''s Management and the Board in terms of quality, quantity and timeliness. The Directors expressed their satisfaction with the evaluation process.

Directors'' Appointment and Remuneration Policy

The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board based on the industry and strategy of the Company and formulates the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Act and the Listing Regulations. The Board has, on the recommendations of the Nomination & Remuneration Committee framed a policy for remuneration of the Directors and Key Managerial Personnel. A copy of the Nomination & Remuneration Policy is available on the website of the company http://www.vishnuchemicals.com/ downloads/Nomination Remuneration.pdf

The Non-Executive Directors (NED) are remunerated by way of Sitting Fee for each meeting attended. NEDs are reimbursed any out of pocket expenses incurred by them in connection with the attendance of the Company''s Meetings.

Particulars of Employees and Remuneration

The information required under Section 197 (12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as ''Annexure B''.

12. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

13. INFORMATION ON STOCK EXCHANGES

The equity shares of the Company are listed on BSE Limited and the National Stock Exchange of India Limited and the listing fees have been paid to them uptodate.

14. CORPORATE GOVERNANCE

A detailed report on the subject forms part of this Report. The Secretarial Auditors of the Company have examined the Company''s compliance and have certified the same as required under the SEBI Guidelines/ Regulations. Such a certificate is reproduced in this Annual Report.

15. DIRECTORS'' RESPONSIBILITY STATEMENT

(a) that in the preparation of the annual accounts/financial statements for the financial year ended 31st March, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(b) that the accounting policies as mentioned in the financial statements were selected and applied consistently and reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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

(d) that the annual accounts were prepared on a going concern basis;

(e) that proper internal financial controls were in place and that such internal financial controls are adequate and were operating effectively; and

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

16. AUDITORS

Statutory / Financial Audit

The company received a certificate from the auditors confirming that they have not attracted any disqualifications as prescribed under the Companies Act, 2013 and the Chartered Accountant Act, 1949 read with rules made thereunder.

The requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General Meeting is done away with vide notification dated May 7, 2018 issued by the Ministry of Corporate Affairs, New Delhi. Accordingly, no resolution is proposed for ratification of appointment of Auditors, who were appointed at the 23^rd Annual General Meeting held on September 28, 2016 and are eligible to hold their office until conclusion of 28^th Annual General Meeting to be held in 2021.

Auditor''s Observations:

The Statutory Auditors have mentioned in their report as point No. 3 and 4 of Annexure - 1 to the Independent Auditors Report regarding interest free unsecured loans/ advances of Rs. 999.51 Lakhs (with a value at amortised cost of Rs. 669.29 lakhs) to its wholly-owned subsidiary companies. Similarly, they have also mentioned in their report as point No. 7.1 of Annexure - 1 that the interest on income tax of Rs. 379.69 Lakhs pertaining to financial year 2015-16 is outstanding.

Management Replies:

The net amount of Rs. 1.31 Lakhs (after considering Rs. 998.20 Lakhs towards interest free advance from subsidiary as stated in Note 21 of notes to financial statements) as interest free unsecured loans/ advances given to its wholly-owned subsidiaries viz. Vishnu Barium Private Limited and Vishnu Hong Kong Limited, as the Board took a decision to infuse the funds as per requirements of the business and for ultimate benefit of the holding company; We are in process of clearing interest on Income Tax dues at the earliest.

Cost Audit

The Ministry of Corporate Affairs had, vide its Order dated 31st December, 2014 directed audit of cost records of the companies covered under the Companies (Cost Records & Audit) Amendment Rules, 2014. The said Order is applicable to the Company, being manufacturer of Chemicals etc. Accordingly, the Board of Directors has appointed Mr. N.V.S. Kapardhi, Cost Accountant, Hyderabad (Firm Reg. No. 100231) as Cost Auditors of the Company for the financial year 2018-19 and approval of members is being sought at ensuing Annual General Meeting for ratification of remuneration to be paid to them for the FY 2018-19.

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 Board has appointed M/s. L.D.Reddy & Co., Company Secretaries, Hyderabad to undertake the Secretarial Audit of the Company for the financial year 2018-19. The Secretarial Audit Report of FY 2017-18 is annexed herewith as ''Annexure D''.

Auditor''s Observations:

Secretarial Auditors mentioned at point no. four of their report that some of the statutory payments made after due dates.

Management Replies:

The Company is taking all possible steps to deposit all statutory dues with stipulated time.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

In compliance with Section 135 of the Companies Act, 2015 and other applicable provisions, the Company has constituted Corporate Social Responsibility Committee consisting of Mr. U. Dileep Kumar, Chairman of the Committee (Independent Director), Mr. Ch. Krishna Murthy (Chairman & Managing Director of the Company) and Mrs. Ch. Manjula (Non-executive Director) as the other Members of the Committee. The Committee met once during the year and reviewed the policy on Corporate Social Responsibility stating therein the objectives, implementation and other issues pertaining to the achievement of the CSR objectives of the Company.

The company spent part of the CSR amount during the financial year and the Board recommended carrying forward the unspent amount of Rs. 24.59 Lakhs relating to financial year 2017-18 along with accumulated unspent amount of Rs. 62.74 Lakhs pertaining to previous financial years, to next financial year due to the reason that the company is evaluating various projects to spend the CSR amount in an efficient manner in its local areas where the manufacturing process is being carried by the company.

The CSR Policy of the Company is displayed on the website of the Company. The Annual Report on CSR activities is annexed herewith as ''Annexure-E''.

18. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of the requirements of the Companies Act 2013 and Regulation 22 of Listing Regulations, the Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The details of the vigil mechanism are displayed on the website of the Company. The Audit Committee reviews the functioning of the vigil / whistle blower mechanism from time to time. There were no allegations / disclosures / concerns received during the year under review in terms of the vigil mechanism established by the Company.

19. RELATED PARTY TRANSACTIONS

All the related party transactions / arrangements that were entered into during the financial year were at an arm''s length basis and were in the ordinary course of business. During the year under review, there were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interest of the Company at large.

All the related party transactions / arrangements are placed before the Audit Committee for approval, supported by a statement/ declaration from the management as to the adherence of arm''s length basis and being in the ordinary course of business. The policy on Related Party Transactions as approved by the Board is displayed on the Company''s website.

Details of the transactions with Related Parties are provided in the accompanying financial statements.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, there were no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

21. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as ''Annexure F''.

22. Management Discussion & Analysis

The same is enclosed as ''Annexure G''

ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation for the continued co-operation and support received from the financial institutions, banks, Government of India and various State Government authorities and agencies, customers, vendors and members during the year under review. The directors take this opportunity to thank the investors for their support and cooperation. Your Directors also place on record their deep appreciation for the dedicated hard work and contribution of all employees of the Company, which has enabled the business growth of the Company in the extremely competitive and challenging market conditions which prevailed in the year under review.

For and on behalf of the Board of Directors

Sd/-

Place: Hyderabad Ch. Krishna Murthy

Date: May 30, 2018 Chairman

Mar 31, 2015

THE MEMBERS

VISHNU CHEMICALS LIMITED

The Directors are happy to present their Twenty Second Annual Report on the business and operations of the Company and the financial statements for the year ended on 31st March, 2015.

FINANCIAL RESULTS (Rs. in Lakhs) Particulars 2014-15 2013-14

Gross Income 45016.60 37959.59

Profit before Interest, Depreciation & Tax 7787.29 6346.44

Less: Depreciation 1221.81 1302.59

Less: Interest 3147.71 2934.83

Profit for the year before taxes 3417.77 2109.02

Less: Provision for Taxes 1227.06 796.86

Profit after Taxes 2190.71 1312.16

Add: Surplus brought forward from Previous Year 5726.43 4414.27

Surplus Carried forward to Balance Sheet 7917.14 5726.43

Less: Depreciation on life expired assets 13.73 0.00

Less: Appropriations 507.44 0.00

Balance carried forward to next year 7395.97 5726.43

OPERATIONS

Your Company is strong enough to face typhoons like ''Hud Hud'', which has efected Visakhapatnam severely including our unit and our team is equally strong enough and reinstated the operations within three weeks.

This year is a special year for the Company operations as it is entering into Silver Jubilee year of operations. The Company started with a humble turnover of Rs.1 Crore during 1990 and within a span of 25 years the Company has reached almost Rs.500 Crores turnover by building world class plant,world class product quality with world class people. Today infact Vishnu Chemicals Limited is a world class player in this segment and exporting to more than 50 countries all over the world competing against American, European, Russian and German Companies.

During the year of operations the Company''s sales have increased by 19% whereas the Profitability increased by 67% and the earning per Equity share is increased by almost 100%.

For any organization building a strong base is important and having achieved this, now the Company will look forward for the fast growth in the coming years.

No material changes and commitments have occurred after the close of the year till the date of this Report, which afect the financial position of the Company.

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

FUTURE PLANS

Now the Company''s immediate task is further optimization of the usage of resources i.e., production, marketing, finance and human resources by completing the related balance works and to reach a turnover of Rs. 1000 Crores in next two years.

SUBSIDIARY

The operations of the Vishnu Hong Kong Limited, wholly owned subsidiary of the Company, are yet to be commenced and planning to commence the activities during the current financial year,

DIRECTORS

Your Company has 6 (Six) Directors consisting of 2 (Two) Promoter and Executive Directors (Chairman & Managing Director and Whole-time Director), 1 (One) Promoter and Non- Executive Director and 3 (Three) Independent Directors, as on March 31, 2015.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

Sri Ch. Siddartha, Whole-time Director of the Company retires by rotation and being eligible ofers himself for re-appointment.

The Board of Directors of the Company has appointed Sri T.S. Appa Rao, as an Additional Director, at their meeting held on 19.03.2015 and his ofce as Additional Director will be ceased at the ensuing Annual General Meeting. The proposal for appointment of Sri T.S. Appa Rao, as Independent Director is being placed before the shareholders for approval and the relevant details are forming part of the AGM notice.

DIRECTORS RESIGNATIONS

During the period under review, Sri V. Vimalanand resigned from the Board of Directors of the Company w.e.f. 19.03.2015. Dr. S. Chandrasekhar resigned from the Board of Directors of the Company w.e.f. 20.05.2015.

COMPANY SECRETARY

The Company has appointed Sri L. Narasimha Rao, a Fellow Member (FCS-7406) of The Institute of Company Secretaries of India, New Delhi as the full time Company Secretary and Compliance Ofcer and also designated as Key Managerial Personnel of the Company with efect from 27.04.2015 and the same was approved by the Board at their meeting held on 20.05.2015, in place of Sri B.S. Harikrishna.

DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- aPPOINtMENt, IF aNY

In compliance of sub-section (7) of Section 149 of the Companies Act, 2013, all the Independent Directors of the Company have submitted their declarations stating that, they meet the criteria of independence as provided in sub-section (6) of Section 149 of the above said Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

CORPORATE GOVERNANCE Â CLAUSE 49 OF THE LISTING AGREEMENT

A separate Section on Corporate governance with a detailed compliance report thereon is annexed to the Annual Report. The Practicing Company Secretary''s Certificate with respect to compliance with the provisions of Corporate Governance, as required by clause 49 of Listing Agreement, is also annexed.

DIVIDEND

During the year under review, the Board of Directors had declared and paid an interim dividend of Rs. 1.00 per equity share of Rs.10/- each (10%) for the financial year 2014-15. Your Directors also recommend a fnal dividend of Rs. 1.00 per equity share of Rs.10/- each (10%) for the year ended March 31, 2015 [the total dividend will be Rs.2/- per equity share of Rs. 10/- each (20%)], subject to the approval of the Members at this Annual General Meeting.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 125 of the Companies Act, 2013, an amount of Rs. 161,645/- being unclaimed dividend pertaining to the financial year 2006-07 was transferred to the Investor Education and Protection fund (IEPF) on July 8, 2014.

FIXED DEPOSITS

Your Company has not accepted any deposits covered by the provisions of Section 73 of the Companies Act, 2013 and the Rules framed there under.

INDUSTRIAL RELATIONS

Your Directors are happy to report that the Industrial Relations have been extremely cordial at all levels throughout the year. Your Directors record their appreciation for sincere eforts, support and co-operation of all employees being extended from time to time to accelerate the growth of the Company.

AUDITORS

The Statutory Auditors M/s C.K.S. Associates (Firm Regn. No.007390S), Chartered Accountants, Hyderabad were re- appointed for three years at the last Annual General Meeting held on 30.09.2014, subject to ratifcation by the members at every Annual General Meeting. They have confrmed their eligibility and willingness to accept the assignment as Statutory Auditors of the Company, if ratifed.

AUDITORS'' REPORT

Auditors Observations:

1. The Auditors have mentioned in their Report that, the brought forward reserves are overstated due to capitalisation of interest of Rs.312.82 lakhs on Term Loans during the year 2007-08 in contravention of AS-16 issued by the ICAI, which also resulted in overstatement of fxed assets by Rs.312.82 lakhs, depreciation for the period by Rs.11.13 lakhs and total accumulated depreciation till March 31, 2015 by Rs.96.87 lakhs. As a result, the Profit for the year is understated by Rs.11.13 lakhs.

2. The Auditors have mentioned in their Annexure report as point 7.1 that there is Rs.267.92 lakh of Entry Tax outstanding as at the last day of the financial year under audit for a period of more than six months from the date it became payable.

Management Replies:

1. The management already clarified in the year 2007-08 that since, the operations with respect to the frst line of production, which was commissioned, were at very insignificant level at that point of time and the plant becoming an integrated unit only subsequent to the commissioning of second line, it was not deemed inappropriate to capatalise the interest.

2. The Company has fled Special Leave Petition (Civil) before the Hon''ble Supreme Court of India along with other assesses in this regard and will act based on the decision of the Hon''ble Supreme Court.

COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013, the Central Government has prescribed Cost Audit of the Company. Based on the recommendations of the Audit Committee M/s. N.V.S Kapardhi (Firm Regn. No. 100231), Cost Accountants, Hyderabad were re-appointed as Cost Auditors of the Company for the year 2015-16.

SHARE CAPITAL

The paid up Equity and Preference Share Capital as on March 31, 2015 was Rs.59.44 Crore. During the year under review, the Company has not issued shares with diferential voting rights nor granted stock options nor sweat equity nor made any provision of money for purchase of or subscription for, shares in the Company, if the purchase of, or the subscription for, the shares by trustees is for the shares to be held by or for the benefit of the employees of the Company as provided in the rules of Companies (Share Capital and Debentures) Rules, 2014. As on March 31, 2015, the Directors of the Company hold shares and convertible instruments of the Company as below:

Sl. Name of the Director Equity Shares in % No Nos.

1. Shri Ch. Krishna Murthy 6219790 52.07

2. Smt. Ch. Manjula 1614048 13.51

3. Shri. Ch. Siddartha 1125668 9.42

Total 8959506 75.00

Details of shares held and Percentage Name of the Director 7% Redeemable Preference % shares in Nos.

Shri Ch. Krishna Murthy 44100000 92.84

Smt. Ch. Manjula 3250000 6.84

Shri. Ch. Siddartha 150000 0.32

Total 47500000 100.00

BOARD MEETINGS

Five meetings of the Board of Directors were held during the period under review and further details are set out in the Corporate Governance Report forming part of the Directors'' Report.

AUDIT COMMITTEE

Four meetings of the Audit Committee of the Board were held during the period under review and further details are set out in the Corporate Governance Report forming part of the Directors'' Report.

INDEPENDENT DIRECTORS'' MEETING

The performances of the members of the Board, the Board level Committees and the Board as a whole were evaluated at the meetings of the Independent Directors and the Board of Directors of the Company held on May 20, 2015.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

Your Company recognizes the value of transparency and accountability in its administrative and management practices. The Company promotes the ethical behavior in all its business activities. The Company has adopted the Whistle Blower Policy and Vigil Mechanism in view to provide a mechanism for the Directors and employees of the Company to approach Audit Committee of the Company to report existing/probable violations of laws, rules, regulations or unethical conduct.

NOMINATION AND REMUNERATION COMMITTEE

Your Company has a Nomination and Remuneration Committee and further details are set out in the Corporate Governance Report forming part of the Directors'' Report.

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Persons (KMP), Senior Management and their remuneration.

PaRtICULaRS OF LOaNS, GUaRaNtEES OR INVEStMENtS UNDER SECTION 186

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.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statements are provided in the Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential confict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval.

The particulars of contracts or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 disclosed in Form No. AOC -2 and is set out as Annexure and forms part of this report.

RISK MANAGEMENT

Your Company has a Risk Management Committee and further details are set out in the Corporate Governance Report forming part of the Directors'' Report.

The Company has a Risk Management Policy and framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. The business risk framework defnes the risk management approach across the enterprise at various levels including documentation and reporting.

SECRETARIAL AUDIT REPORT

Pursuant to Section 204 of the Companies Act 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s L.D. Reddy & Co., Practicing Company Secretaries, Hyderabad as its Secretarial Auditors to conduct the secretarial audit of the Company for the financial year 2014-15. The Company provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The Report of Secretarial Auditor for the financial year 2014-15 is set out as Annexure and forms part of this report.

Secretarial Auditor''s observations:

i. There were delays in the payment of wages to the employees before the due date as per Payment of Wages Act,1936.

ii. All Statutory Payments like Service tax, Income Tax, Professional Tax, Entry tax, P F, ESI, VAT, TDS, Self assessment tax, Excise Duty etc., are paid with delay as per the provisions of the relevant Acts.

iii. A separate meeting of Independent Director was not held during the year as per the provisions of Companies act 2013.

Management replies:

i. The payments of wages to employees are up-to-date. However, the Company is taking all possible steps to pay the wages within the stipulated time.

ii. The Company is taking all possible steps to pay the statutory dues within the stipulated time.

iii. Separate meeting of Independent Directors was held on 20.05.2015 and will be complied in future within the stipulates schedule.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that

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

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

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

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

(e) the directors, in the case of a listed Company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating efectively.

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

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the period under review, such controls were tested and no reportable material weakness in the design or operation was observed.

EXTRACT OF THE ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extracts of the Annual Return as at March 31, 2015 is set out as Annexure and forms part of this report.

QUALITY

Your Company accord to high priority to quality, safety, training, development, health and environment. The Company endeavours to ensure continuous compliance and improvements in this regard.

INSURANCE

All the properties and insurable assets of the Company, including Building, Plant and Machinery, stocks etc., wherever necessary and to the extent required, have been adequately covered.

LISTING OF COMPANY''S SECURITIES

Your Company''s shares are currently listed on Bombay Stock Exchange Limited (BSE), Ahmedabad Stock Exchange Limited and the Company also listed it''s shares in the National Stock Exchange of India Limited (NSE), Mumbai on 05.03.2015.

DEMATERIALIZATION OF SHARES

Your Company''s shares have been made available for dematerialization through the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

CORPORATE SOCIAL RESPONSIBILITY

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

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

Your Company has a Stakeholders'' Relationship Committee and further details are set out in the Corporate Governance Report forming part of the Directors'' Report.

The Committee will monitor expeditious redressal of investors / stakeholders grievances relating to non-receipt of annual reports, notices, non-receipt of declared dividend / interest, change of address for correspondence etc. and to monitor action taken.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the listing agreement with the Stock Exchanges in India is presented in a separate section forming part of this Annual Report.

EQUITY SHARES IN THE SUSPENSE ACCOUNT

Your Company is not having any shares lying in the suspense accounts in terms of Clause 5A(I) and Clause 5A(II) of the Listing Agreement.

ENERGY CONSERVatION, tEChNOLOGY aBSORPtION aND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure .

PARTICULARS OF EMPLOYEES

The percentage of increase in remuneration of each Director, Chief Financial Ofcer and Company Secretary during the financial year 2014-15, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014-15 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Remuneration of % increase in Director/KMP for Remuneration Sl. Name of Director/KMP financial year in the No. and Designation 2014-15 Financial Year (in Rs.) 2014-15

1 Sri Ch. Krishna Murthy 6000000 25.00 %

2 Sri Ch. Siddartha 4200000 40.00 %

3 Sri T. Rama Krishna 2700000 36.37 %

4 Sri B.S. Hari Krishna 375000 29.98 %

Ratio of Comparison of the remuneration of each Remuneration of Name of Director/KMP Director/ to median the KMP against the and Designation remuneration of performance of the employees Company

Sri Ch. Krishna Murthy 26.54 Profit before Tax increased Sri Ch. Siddartha 19.30 by 62 % and Profit After Sri T. Rama Krishna 8.20 Tax increased by 67 % in Sri B S Hari Krishan 1.45 financial Year 2014-15

During the period under review, no employee of the Company is employed throughout the financial year and in receipt of Rs.60 lakhs or more, or employed for part of the year and in receipt of Rs.5 lakhs or more a month, under Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their deep and sincere gratitude to the Bankers, Financial Institutions, Customers and Suppliers for their unstinted and continued support to the Company. Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz., customers, banks, members, dealers, vendors and other business partners for the excellent support received from them during the year.

The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

By Order of the Board

Ch. Manjula Ch. Krishna Murthy Director Chairman & Managing Director

Place: Hyderabad Date : 20th May, 2015

Mar 31, 2014

Dear members,

The Directors are happy to present their Twenty first Annual Report on the business and operations of the Company and the Financial statements for the year ended 31st March, 2014.

FINANCIAL RESULTS (Rs. in lakhs)

Particulars 2013-14 2012-13

Gross Income 37959.59 35051.85

Profit before Interest, Depreciation & Tax 6346.44 5612.62

Less: Depreciation 1302.59 1223.01

Less: Interest 2934.83 3286.02

Profit for the year before taxes 2109.02 1103.59

Less: Provision for Taxes 796.86 370.17

Profit after Taxes 1312.16 733.41

Add: Surplus brought forward from Previous Year 4414.27 3680.86

Surplus Carried forward to Balance Sheet 5726.43 4414.27

OPERATIONS:

The company performance is on improving trend compared with the previous financial year. During the year of operations, the company sales has increased by 8.3% whereas the profitability increased by 78.91%. Though there is Rs.7.73 earning per share during the current year, the company could not declare dividend in view of banker''s stipulations in order to increase the cash reserves.

FUTURE PLANS:

The company samples are also approved in the North American market and expecting the improved market share for our product in this region. Furthermore the company is expecting government support to increase its domestic market share also by extending better services and support to the customers and make suitability of the product to their needs.

Directos:

Smt. Ch. Manjula Director of the Company retires by rotation and being eligible, offers herself for re-appointment.

Shri. Ch. Siddartha, Whole-time Director of the Company retires by rotation and being eligible offers himself or re-appointment.

DETAILS OF DIRECTORS SEEKING APPOINTMENT / RE-APPOINTMENT AT THE ANNUAL GENERAL MEETING PURSUANT TO CLAUSE 49 OF THE LISTING AGREEMENT:

I. Name of the Director Shri. U.Dileep Kumar

Qualification Chartered Accountant

Brief Profile Shri. U. Dileep Kumar is a Chartered Accountant, and was associated with Andhra Pradesh State Financial Corporation for more than 31 years. He is having vast experience in banking aspects such as investments banking and other related matters. After working in various branches of Andhra Pradesh State Financial Corporation in various designations, he retired as a Deputy General Manager in the year 2008.

Name(s) of other Companies in which Directorships held Nil

Name(s) of other Companies in which Committee Membership(s)/ Chairmanship(s) held Nil

Total shares held by him in the Company Nil

Relationship with other Shri. U.Dileep Kumar is not related to any directors Director of the Company.

II. Name of the Director Shri. V.Vimalanand

Qualification LLB

Brief Profile Shri. V. Vimalanand is having a vast experience in the law field. He is one of the leading Advocates in the state of Andhra Pradesh and Telangana, dealing in Corporate Suits, Arbitration and other matters both Civil and Criminal. He is a commerce graduate and a bachelor of law.

Name(s) of other Companies in which Directorships held Nil

Name(s) of other Companies in which Committee Membership(s)/ Chairmanship(s) held Nil

Total shares held by him in the Company Nil

Relationship with other Shri. V.Vimalanand is not related to any directors Director of the Company.

III. Name of the Director Dr. S.Chandrasekhar

Qualification Ph. D. in chemical Engineering

Brief Profile Dr. S. Chandrasekhar, FNASc., FASc, is a Chief Scientist and Head, Division of Natural Products Chemistry CSIR-Indian Institute of Chemical Technology, Hyderabad. He has made significant contributions in diverse areas of Organic Chemistry especially in Chiral Chemistry and Total Synthesis of Biologically Active Natural Products. He has 231 Publications and 2 Patents with over 3900 Citations. 36 Students have obtained their Ph.D. award under his able guidance. He is a recipient of The National Academy of Sciences - Reliance Platinum Jubilee award in Physical Sciences and Ranbaxy Research award in Pharmaceutical Sciences in the year 2009. He is a fellow of the Indian Academy of Sciences and National Academy of Sciences. Dr. Chandrasekhar obtained his Bachelors, Masters and Ph. D. degree from Osmania University while the work for Ph. D. was carried out in IICT on total synthesis of Cyclosporin.

Name(s) of other Companies in which Directorships held Nil

Name(s) of other Companies in which Committee Membership(s)/ Chairmanship(s) held Nil

Total shares held by him in the Company Nil

Relationship with other Dr. S.Chandrasekhar is not related to any directors Director of the Company.

CORPORATE GOVERNANCE - CLAUSE 49 OF THE LISTING AGREEMENT:

A separate Section on Corporate governance with a detailed compliance report thereon is annexed to the Annual Report. The Company Secretary''s Certificate with respect to compliance with the provisions of Corporate Governance, as required by clause 49 of Listing Agreement, is also annexed.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT - CLAUSE 49 OF THE LISTING AGREEMENT:

A Separate Section on Management Discussion and analysis with a detailed compliance report thereon is annexed to the Annual Report

DIVIDEND:

The Board of Directors keeping in view the need to augment internal accruals for toning up the financials, has not recommended any Dividend for the current financial year 2013-14.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND:

In terms of Section 12S of the Companies Act, 2013, an amount of Rs. 161,645/- being unclaimed dividend pertaining to the financial year 2006-07 was transferred to the Investor Education and Protection Fund (IEPF) on June 26, 2014.

FIXED DEPOSITS:

Your Company has not accepted any deposits covered by the provisions of Section S8AA of the Companies Act and the Rules framed there under.

INDUSTRIAL RELATIONS:

The company has been enjoying cordial relations with its employees at all levels. Your Directors record their appreciation of the support and co-operation of all employees in the accelerated growth of the Company.

AUDITORS :

The Statutory Auditors M/s C K S Associates, Chartered Accountants, Hyderabad retire at the ensuing Annual General Meeting. They have confirmed their eligibility and willingness to accept the assignment as Statutory Auditors of the company, if reappointed.

COST AUDITOR :

Pursuant to Section 148 of the Companies Act, 2013, the Central Government has prescribed Cost Audit of the company. Based on the recommendations of the Audit Committee M/s. N.V.S Kapardhi, Cost Accountant, Hyderabad is eligible for appointment as Cost Auditor of the Company for the year 2014-1S.

COMPANY SECRETARY :

The Company has on its rolls, Shri. B.S. Harikrishna, an Associate member of the Institute of Company Secretaries of India, as the full time Secretary of the Company with effect from 25th April 2013.

REPLIES TO AUDIT OBSERVATIONS :

1. The Auditors have mentioned in their Report, that the brought forward reserves are overstated by Rs. 312.82 lakhs due to capitalization of term loan interest during 2007-08, in contravention of AS16 issued by The Institute of Chartered Accountants of India and fixed Assets of the Company have been overstated by the same amount. Consequently, the depreciation for the year is overstated by Rs. 14.27 lakhs and the total overstatement of depreciation is Rs. 8S.74 lakhs till March 31, 2014.

With respect to the above, the management has already clarified in the year 2007-08, that the part of the plant, which was commissioned is pertaining to the operations with respect to the first line of production, and that the scale was at a very insignificant level at that point of time and that the plant became an integrated unit, only upon commissioning of the second line, subsequently and hence it was not deemed inappropriate to capitalize the interest. However to fall in line with the Auditor''s views, the company has decided to undo the capitalized, interest amount on the term loans during that period, and charge off to P & L A/c in a phased manner spread over a three year period with consequential changes in the Depreciation in respective years, commencing from the year 2014-1S onwards.

2. The Auditors have mentioned in their Annexure report as point 3(d) that there is no terms of repayment of term loans taken from the Directors.

Yes, there are no specific terms for repayment of loans taken from the Directors of the company. As the Directors are fully aware of the financial position, the amounts will be repaid based, on availability of sufficient cash flows and after ensuring that the operations shall not suffer upon repayment.

3. The Auditors have mentioned in their Annexure report as point 9(a) that there is Rs. 302.09 lakh of Entry tax, Rs. 44.06 lakhs of Sales tax and Rs. 74.28 lakhs of Income Tax dues which were outstanding for a period of more than 6 months."

As far as Entry Tax is concerned, liability arose on account of Supreme Court decision for non acceptance of exemption claimed by the company along with other assesses and the company is waiting for Supreme Court Decision. As far as Sales tax is concerned, the company has paid later on. Regarding Income Tax the company is planning to pay before the end of September, 2014.

Due to heavy payment obligation to Banks, the Company could not pay the taxes on time. However the Company is hopeful to clear off all the over dues during the year 2014-1S.

4. The Auditors have mentioned in their Annexure report as point 11 that "interest has fallen due during the year amounting to Rs.53.36 Lakhs".

As mentioned in the Audit Report the amount was debited on the last working day of financial year. Hence the amount was paid in the subsequent month. In fact all the Term Loans pertaining to the Visakhapatnam and Bhilai Plants have since been closed and that no out standing exists.

PARTICULARS OF EMPLOYEES UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956:

Name Designation Date of Appt.p.m. Salary Shri. Ch. Krishna Murthy Chairman & 02.01.2006 4,00,000 Managing Director

Shri. Ch. Siddartha Whole-time 02.01.2006 2,50,000 Director

Name Experience Age Share holding %

Shri. Ch. Krishna Murthy 28 years 57 52.07

Shri. Ch. Siddartha 8 years 29 9.42

DIRECTORS'' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA):

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

1. That in the preparation of the accounts for the Financial Year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures,

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates 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 said Financial year and of the Profit of the company for the said financial year,

3. That the Directors have taken proper and sufficient care for the maintenance of adequate, accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities,

4. That the Directors had prepared the accounts for the year ended 31st March, 2014 on a "going concern" basis.

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

Particulars required to be disclosed 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 are annexed hereto as Annexure to this Report.

ACKNOWLEDGEMENT:

Your Directors wish to express their sincere thanks to Bankers, Financial Institutions, Customers, suppliers for their continued support to the Company. The Directors also acknowledge with gratitude the continued support received from Investors, Shareholders and various Departments of State and Central governments.

Your Directors place on record their appreciation of the Sincerity, Commitment and Contribution made by the Employees of the company at all levels, for the smooth functioning of the Company, during the year under review.

By Order of the Board

Sd- Sd-

Place: Hyderabad CH.MANJULA CH. KRISHNA MURTHY

Date : 9th August, 2014 Director Chairman & Managing Director.

Mar 31, 2013

To The Members of VISHNU CHEMICALS LIMITED

The Directors are happy to present their Twentieth Annual Report on the business and operations of the Company and the Financial Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS (Rs. in lakhs)

Particulars 2012-13 2011-12 Gross Income 35051.85 35192.29

Profit before Interest, Depreciation & Tax 5612.62 5620.30

Less: Depreciation 1223.01 1134.36

Less: Interest 3286.02 3153.35

Profit for the year before taxes 1103.59 1332.59

Less: Provision for Taxes 370.17 480.47

Profit after Taxes 733.41 852.12

Add: Surplus brought forward from Previous Year 3680.86 2828.74

Surplus Carried forward to Balance Sheet 4414.27 3680.86

OPERATIONS:

During the year of the operations, the company has successfully completed the alternative fuel facility and the numbers were reflected already in the balance sheet which were only for the later six months period. In fact the total benefit can be seen during the current financial year covering twelve months period which will improve our profitability. The major benefit derived from this facility has been passed on to our customers to be competitive in the market and to get more volume of business and to maximize our customer base.

Further during the year the power cost is increased and the government has allowed company to buy private power through exchanges at a market determined prices. Therefore this may cost high but the continuity of power and the quality of power improved which will have indirect benefit to the units as the running hours of the plant will improve. From the financial figures you can observe that there is an increase in the cost of power by Rs.. 5 crores, though the operation levels are completely same. Thereby the overall profitability also reduced to the tune of Rs.. 5 crores. The external and internal infrastructure of the company also improved during this year and ready to accommodate all the required infrastructure like go down facilities, transport facilities, material handling facilities and distribution facilities. During the year at the marketing channel the go down space has also been increased and storing enough stock to meet the customers requirement from time to time and to gain the customer satisfaction.

Chromic Acid and Chrome Oxide Green production is stabilized. International market and domestic market well accepted our product and getting repeated orders which will enhance the company turnover in the coming period.

FUTURE PLANS:

This year company is planning to complete the White Sodium Sulphate project and Co-generation project at their Visakhapatnam facility which will add up to the turnover and profitability as we have stocked substantial stock of by-product which will be converted into high value product with the completion of WSS plant.

Furthermore the company is also negotiating a long term contract with M/s. Procter and Gamble for supply of White Sodium Sulphate for their detergent industry at Hyderabad. The establishment of P & G unit at Hyderabad is a boon for our industry as the entire by-product can be sold to them.

The company is also concentrating on training and up gradation of skills at all levels to face the challenges and meet the market requirements. As the company is reaching to its Silver Jubilee year by 2015 it is time to consolidate all the areas such as infrastructure, production, marketing and human resources etc.

DIRECTORS:

Sri U.Dileep Kumar, Director of the Company retires by rotation and being eligible, offer himself for re-appointment. Sri V.Vimalanand, Director of the Company retires by rotation and being eligible offer himself for re-appointment.

CORPORATE GOVERNACE - CLAUSE 49 OF THE LISTING AGREEMENT:

A separate Section on Corporate governance with a detailed compliance report thereon is annexed to the Annual Report. The Company Secretary Certificate with respect to compliance with the provisions concerning Corporate Governance, as required by clause 49 of Listing Agreement, is also annexed.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT - CLAUSE 49 OF THE LISTING AGREEMENT:

A Separate Section on Management Discussion and analysis Report with a detailed compliance report thereon is annexed to the Annual Report

DIVIDEND:

The Board of Directors has not recommended any dividend for the current financial year in order to augment internal resources to meet Companies operations.

FIXED DEPOSITS:

Your Company has not accepted any deposits covered by the provisions of Section 5A, 58AA and any other provisions of the Companies Act and Rules framed there under.

INDUSTRIAL RELATIONS:

The company has been enjoying cordial relations with its employees at all levels. Your Directors record their appreciation of the support and co-operation of all employees in the accelerated growth of the Company. AUDITORS:

The Statutory Auditors M/s C K S Associates, Chartered Accountants, Hyderabad retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office, if reappointed.

COST AUDITOR:

Pursuant to Section 233B of the Companies Act, 1956, the Central Government has prescribed Cost Audit of the company. Based on the recommendations of the Audit Committee and with the approval of Central Government Sri N.V.S Kapardhi, Cost Accountant, SRT-148, GHMC No. 7-1-621/468, S.R. Nagar, Hyderabad - 500088 was appointed as Cost Accountant of the Company for the year 2013-14.

COMPANY SECRETARY:

The Company has appointed Sri B.S. Harikrishna, an associate member of the Institute of Company Secretaries of India as whole time Company Secretary of the Company with effect from 25th April, 2013.

REPLIES TO AUDIT OBSERVATIONS:

1. The Auditors have mentioned in their Report that the brought forward reserves being overstated by Rs. 312.82 lakhs due to capitalization of term loan interest during 2007-08, in contravention of AS16 issued by The Institute of Chartered Accountants of India and fixed Assets of the Company have been overstated by the same amount. Consequently, the deprecation for the year is overstated by Rs. 14.27 lakhs and the total overstatement of depreciation is Rs. 71.47 lakhs till March 31, 2013.

With respect to the above, the management already clarified in the year 2007-08 that since, the operations with respect to the first line of production, which was commissioned, were at very insignificant level at that point in time and the plant becoming an integrated one only subsequent to the commissioning of second line, it was not deemed inappropriate to capitalize the interest.

2. The auditors have mentioned in their Annexure report as point 3(d) that there is no terms of repayment of term loans taken from the Directors.

There is no specific term for repayment of loans. The amount will be repaid based on availability of sufficient cash flows.

3. The auditors have mentioned in their Annexure report as point 9(a) that there is Rs. 307.46 lakh of Entry tax, Rs. 43.06 lakhs of Sales tax, Rs.16.69 lakhs of Works Contract Tax Rs. 258.88 lakhs of Income Tax and Rs. 0.23 lakhs of Professional Tax were outstanding for a period of more than 6 months.

As far as Entry Tax is concerned, liability arose on account of High Court decision for non acceptance of exemption claimed by the company along with other assesses and the company is waiting for High Court Decision. As far as Sales tax is concerned, the liability arises due to Input Vat Credit on Stock transfers. The Company has to pay the said amount along with regular taxes and company has sought the commercial tax department for extension of time for making payment in installments. The Company will pay after getting the permission from Commercial Tax Department.

Due to heavy payment obligation to Banks, the Company could not pay the taxes on time. However the Company is hopeful to clear off all the over dues during the year 2013-14. 4. The auditors have mentioned in their Annexure report as point 11 that "interest and principal fallen due during the year Rs. 185.99 lakhs and Rs. 986.28 lakhs respectively".

The company has regularly been paying all installments of Principal and Interest except few monthly installments, due to heavy repayment schedule and tight Cash Flow. However, the company is planning to clear the overdue amount of interest and principal before end of June 2013. PARTICULARS OF EMPLOYEES UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956:

Name Designation Date of Salary p.m. '' Experience Age Share holding Appoin tment %

Sri. Ch. Krishna Murthy Chairman & Managing Director 02-01-2006 4,00,000 27 years 56 52.07

Sri. Ch. Siddar tha Whole-time Director 02-01-200 2,50,000 7 years 28 9.42

DIRECTORS'' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA):

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

1. that in the preparation of the accounts for the Financial Year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures:

2. That the Directors'' had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the said Financial year and of the Profit of the company for the said financial year: 3. That the Directors'' have taken proper and sufficient care for the maintenance of adequate, accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. That the Directors had prepared the accounts for the year ended 31st March, 2013 on a "going concern" basis. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo:

Particulars required to be disclosed 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 are annexed hereto as Annexure to this Report.

ACKNOWLEDGEMENT:

Your Directors wish to express their sincere thanks to Bankers, Financial Institutions, Customers, Suppliers for their continued support to the Company. The Directors also acknowledge with gratitude the continued support received from Investors, Shareholders and various Departments of State and Central governments.

Your directors place on record their appreciation of the Sincerity, Commitment and Contribution made by the Employees at all the levels for the smooth functioning of the operations of the Company.

By Order of the Board

Sd- Sd-

Place: Hyderabad CH.MANJULA CH. KRISHNA MURTHY

Date : 30 May, 2013 Director Chairman & Managing Director

Mar 31, 2012

The Directors are happy to present their Nineteenth Annual Report on the business and operations of the Company and the Financial Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS (Rs. in lakhs)

Particulars 2011-12 2010-11

Gross Income 35192.29 30647.11

Profit before Interest, Depreciation & Tax 5620.30 5144.34

Less: Depreciation 1134.36 1044.99

Less: Interest 3153.35 2473.57

Profit for the year before taxes 1332.59 1625.78

Less: Provision for Taxes 480.47 482.22

Profit after Taxes 852.12 1143.56

Add: Surplus brought forward from Previous Year 2828.74 1685.17

Surplus Carried forward to Balance Sheet 3680.86 2828.74

OPERATIONS:

The fuel oil cost has gone up abnormally during last financial year and the current financial year in view of international barrel price. As the company uses large quantity of fuel oil as energy source by which the profitability of the company during the previous year was affected. Therefore the company has taken up steps to source alternative fuel for saving the cost and improving the profitability which will reflect next financial year. Due to shortage of raw materials the production was not continuous during last financial year. In view of this, we have entered contracts with raw material suppliers during 1st quarter it self for smooth supply for entire year.

FUTURE PLANS:

This year the company is also planning to introduce new product Chrome Oxide Green in its Hyderabad facility which will enhance the company's turnover and profitability significantly. Furthermore the company is also planning for increasing the capacity of derivatives during the current financial year.

The company is striving to achieve the growth @ 40% every year. The necessary basic infrastructure already created and only fine tuning is required to reach the targets. The product mix is already finalized keeping in view of the market requirement and potential. The company also looks for various possibilities to secure long term raw material supplies. The Management is also planning to reduce the debt burden on balance sheet by improving cash accruals.

DIRECTORS:

Sri. Ch.Siddartha Director of the Company retire by rotation and being eligible, offer himself for re-appointment. Sri. Bajrang Lal Bajaj and Smt. Ch.Manjula Directors of the Company retire by rotation and they express their unwillingness for reappointment.

CORPORATE GOVERNACE - CLAUSE 49 OF THE LISTING AGREEMENT:

A separate Section on Corporate governance with a detailed compliance report thereon is annexed to the Annual Report. The Company Secretary Certificate with respect to compliance with the provisions concerning Corporate Governance, as required by clause 49 of Listing Agreement, is also annexed.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT - CLAUSE 49 OF THE LISTING AGREEMENT:

A Separate Section on Management Discussion and analysis Report with a detailed compliance report thereon is annexed to the Annual Report.

DIVIDEND:

The Board of Directors has not recommended any dividend for the current financial year in order to augment internal resources to meet Companies operations.

FIXED DEPOSITS:

Your Company has not accepted any deposits covered by the provisions of Section 58AA of the Companies Act and Rules framed there under.

SHARE CAPITAL:

The Authorized Equity Share Capital of the Company has been increased from Rs.120,000,000/- to Rs. 150,000,000/- and 7% Cumulative Redeemable preference Share Capital of the Company has been increased from Rs. 500,000,000/- to Rs. 600,000,000/- INDUSTRIAL RELATIONS:

The company has been enjoying cordial relations with its employees at all levels. Your Directors record their appreciation of the support and co-operation of all employees in the accelerated growth of the Company. AUDITORS:

The Statutory Auditors M/s C K S Associates, Chartered Accountants, Hyderabad retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office, if reappointed.

REPLIES TO AUDIT OBSERVATIONS:

1. The Auditors have mentioned in their Report as point 4(f)(i) that the brought forward reserves being overstated by Rs. 312.82 lakhs due to capitalization of term loan interest during 2007-08, in contravention of AS16 issued by The Institute of Chartered Accountants of India and fixed Assets of the Company have been overstated by the same amount. Consequently, the deprecation for the year is overstated by Rs. 14.27 lakhs and the total overstatement of depreciation is Rs 57.20 lakhs till March 31, 2012.

With respect to the above, the management already clarified in the year 2007-08 that since, the operations with respect to the first line of production, which was commissioned, were at very insignificant level at that point in time and the plant becoming an integrated one only subsequent to the commissioning of second line, it was not deemed inappropriate to capitalize the interest.

2. The auditors have mentioned in their Annexure report as point 3(d) that there is no terms of repayment of term loans taken from the Directors.

There is no specific term for repayment of loans. The amount will be repaid based on availability of sufficient cash flows.

3. The auditors have mentioned in their Annexure report as point 9(a) that there is "Rs. 250.04 lakh of Entry tax, Rs. 43.06 lakhs of Sales tax and RS. 15.38 lakhs of Works Contract Tax were outstanding for a period of more than 6 months."

As far as Entry Tax is concerned, liability arose on account of High Court decision for non acceptance of exemption claimed by the company along with other assesses and the company is waiting for High Court Decision. As far as Sales tax is concerned, the liability arises due to Input Vat Credit on Stock transfers. The Company has to pay the said amount along with regular taxes and company has sought the commercial tax department for extension of time for making payment in installments. The Company will pay after getting the permission from commercial tax department.

4. The auditors have mentioned in their Annexure report as point 11 that "interest and principal fallen due during the year Rs.149.75 lakhs and Rs. 528.69 lakhs respectively".

The company has regularly been paying all installments of Principal and Interest except few monthly installments, due to heavy repayment schedule and tight Cash Flow. However the same was paid after March 2012. Therefore the company is not in default of repayment.

PARTICULARS OF EMPLOYEES UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956:

Name Designation Salary p.m. Experience Age

Sri. Ch. Krishna Murthy Chairman & Managing Director Rs.4,00,000 26 years 55

Sri. Ch. Siddartha Whole-time Director Rs.2,50,000 6 years 27

DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA):

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

1. that in the preparation of the accounts for the Financial Year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures:

2. That the Directors' had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the said Financial year and of the Profit of the company for the said financial year:

3. That the Directors'have taken proper and sufficient care for the maintenance of adequate, accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. That the Directors had prepared the accounts for the year ended 31st March, 2012 on a "going concern" basis.

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

Particulars required to be disclosed 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 are annexed hereto as Annexure to this Report.

ACKNOWLEDGEMENT:

Your Directors wish to express their sincere thanks to Bankers, Financial Institutions, Customers, suppliers for their continued support to the Company. The Directors also acknowledge with gratitude the continued support received from Investors, Shareholders and various Departments of State and Central governments.

Your directors place on record their appreciation of the Sincerity, Commitment and Contribution made by the Employees at all the levels for the smooth functioning of the operations of the Company.

By Order of the Board

sd/- sd/-

Place: Hyderabad CH.MANJULA CH. KRISHNA MURTHY

Date : July 30, 2012 Director Chairman & Managing Director

Mar 31, 2011

The Members VISHNU CHEMICALS LIMITED

The Directors are happy to present their Eighteenth Annual Report on the business and operations of the Company and the Financial Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS (Rs. in lakhs)

Particulars 2010-11 2009-10

Gross Income 31350.35 22209.46

Profit before Interest, Depreciation & Tax 5061.86 3803.18

Less: Depreciation 1044.99 997.87

Less: Interest 2391.08 2103.95

Profit for the year before taxes 1625.78 701.36

Less: Provision for Taxes 482.22 540.10

Profit after Taxes 1143.56 161.26

Add: Surplus brought forward from Previous Year 1685.17 1523.91

Surplus Carried forward to Balance Sheet 2828.73 1685.17

OPERATIONS:

The company proposes to increase its capacity utilization in the coming years by debottlenecking various activities. The market for the products and prices are improving and absorbing the raw material price increase from time to time and both domestic and export markets are encouraging. This year the company is planning to introduce the new product Chrome Oxide Green in its Hyderabad facility which will enhance the company's turnover and profitability significantly. The management is continuing its efforts on human resources i.e training and personality development of personnel to meet the present challenges.

FUTURE PLANS:

The company is striving to achieve the growth @ 40% every year. The necessary basic infrastructure already created and only fine tuning is required to reach the targets. The product mix is already finalized keeping in view of the market requirement and potential. The company also looks for various possibilities to secure long term raw material supplies. The Management is also planning to reduce the debt burden on balance sheet by improving cash accruals.

DIRECTORS:

Mr V. Vimalanand and Mrs. Ch. Manjula, Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment.

CORPORATE GOVERNACE - CLAUSE 49 OF THE LISTING AGREEMENT::

A separate Section on Corporate governance with a detailed compliance report thereon is annexed to the Annual Report. The Company Secretary Certificate with respect to compliance with the provisions concerning Corporate Governance, as required by clause 49 of Listing Agreement, is also annexed.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT Ã CLAUSE 49 OF THE LISTING AGREEMENT:::

A Separate Section on Management Discussion and analysis Report with a detailed compliance report thereon is annexed to the Annual Report.

DIVIDEND:

The Board of Directors has not recommended any dividend for the current financial year in order to augment internal resources to meet Company's operations.

FIXED DEPOSITS:

Your Company has not accepted any deposits covered by the provisions of Section 58AA of the Companies Act and Rules framed there under.

However the Company accepted unsecured loans from Promoters / Directors of the Company

SHARE CAPITAL:

The Board of Directors approved and recommended to increase the Share Capital of the Company from Rs.620,000,000/- to 750,000,000/-.

INDUSTRIAL RELATIONS:

The company has been enjoying cordial relations with its employees at all levels. Your Directors record their appreciation of the support and co-operation of all employees in the accelerated growth of the Company.

AUDITORS:

The Statutory Auditors M/s C K S Associates, Chartered Accountants, Hyderabad retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office, if reappointed.

REPLIES TO AUDIT OBSERVATIONS:

1. The Auditors have mentioned in their Report as point 4(f )(i) that the brought forward reserves being overstated by Rs.312.82 lakhs due to capitalization of term loan interest during 2007-08, in contravention of AS16 issued by The Institute of Chartered Accountants of India and fixed Assets of the Company have been overstated by the same amount. Consequently, the deprecation for the year is overstated by Rs.14.27 lakhs and the total overstatement of depreciation is Rs.42.93 lakhs till March 31, 2011.

With respect to the above, the management already clarified in the year 2007-08 that since, the operations with respect to the first line of production, which was commissioned, were at very insignificant level at that point in time and the plant becoming an integrated one only subsequent to the commissioning of second line, it was not deemed inappropriate to capitalize the interest.

2. The auditors have mentioned in their Annexure report as point 3(d) that there is no terms of repayment of term loans taken from the Directors.

There is no specific term for repayment of loans. The amount will be repaid based on availability of sufficient cash flows.

3. The auditors have mentioned in their Annexure report as point 9(a) that there is "Rs.156.88 lakhs of entry tax, Rs.55.51 lakhs of Sales tax, and Rs.16.46 lakhs of Works Contract Tax were outstanding for a period of more than 6 months."

As far as Entry Tax is concerned, liability arose on account of High Court decision for non acceptance of exemption claimed by the company along with other assesses and the company is waiting for High Court Decision. As far as Sales tax is concerned, the liability arises due to Input Vat Credit on Stock transfers. The Company has to pay the said amount along with regular taxes and company has sought the commercial tax department for extension of

time for making payment in installments. The Company will pay after getting the permission from commercial tax Department.

4. The auditors have mentioned in their Annexure report as point 11 that "interest and principal fallen due during the year Rs.280.09 lakhs and Rs.633.73 lakhs respectively".

The company has regularly been paying all installments of Principal and Interest except few monthly installments, due to heavy repayment schedule and tight Cash Flow. However the same was paid immediately after March 2011. Therefore the company is not in default of repayment.

PARTICULARS OF EMPLOYEES UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956:

Name Designation Salary p.m. Experience Age

Shri. Ch. Chairman & Rs.4,00,000 25 years 54 Krishna Managing Murthy Director

Shri. Ch. Whole-time Rs.2,50,000 5 years 26 Siddartha Director

DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA):

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

1. That in the preparation of the accounts for the Financial Year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures:

2. That the Directors' had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the said Financial year and of the Profit of the company for the said financial year:

3. That the Directors' have taken proper and sufficient care for the maintenance of adequate, accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. That the Directors had prepared the accounts for the year ended 31st March, 2011 on a "going concern" basis.

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

Particulars required to be disclosed 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 are annexed hereto as Annexure to this Report.

ACKNOWLEDGEMENT:

Your Directors wish to express their sincere thanks to Bankers, Financial Institutions, Customers, suppliers for their continued support to the Company. The Directors also acknowledge with gratitude the continued support received from Investors, Shareholders and various Departments of State and Central governments.

Your directors place on record their appreciation of the Sincerity, Commitment and Contribution made by the Employees at all the levels for the smooth functioning of the operations of the Company.

By Order of the Board

Sd/- Sd/- CH. MANJULA CH.KRISHNA MURTHY Director Chairman & Managing Director

Place : Hyderabad Date : July 30, 2011

Mar 31, 2010

The Directors are happy to present their Seventeenth Annual Report on the business and operations of the Company and the Financial Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

(Rs. in lakhs)

Particulars 2009-10 2008-09

Gross Income 22209.46 14406.35

Profit before Interest, Depreciation & Tax 3803.18 1710.56

Less: Depreciation 997.87 762.27

Less: Interest 2103.95 1833.83

Profit for the year before taxes 701.36 (885.54)

Less: Provision for Taxes 540.10 77.63

Profit after Taxes 161.26 (807.91)

Add: Surplus brought forward from Previous Year 1523.91 2331.82

Surplus Carried forward to Balance Sheet 1685.17 1523.91

OPERATIONS:

During the Financial Year 2009-10, the Company has achieved the net sales of Rs.206 Crores, against the projections of Rs.209 Crores thereby achieved 98% sales against the projections. By exports to various countries across globe the quality products, the Company has joined the top list of Chromium Chemicals manufacturers. The Company got recognition among all interested sections of the industry as reliable supplier, buyer and manufacturer. Internally all the systems are in place and all the staff members got excellent training and company in the process of going for various accreditations. Your Company also received excellent support from all our Bankers.

FUTURE PLANS:

Since the new plant operations were stabilized, the company may grow at 50% every year for a continuous period of 5 years subject to favorable market conditions. The company exports may grow at 100% during the current financial year. Your company will shine for excellence in all formats such as Human Relations, Productivity, Quality and Service to the customers.

DIRECTORS:

Sri Bajrang Lal Bajaj and Sri. U. Dileep Kumar, Directors of the Company retires by rotation and being eligible, offer themselves for re-appointment.

CORPORATE GOVERNACE - CLAUSE 49 OF THE LISTING AGREEMENT:

A separate Section on Corporate governance with a detailed compliance report thereon is annexed to the Annual Report. The Company Secretary Certificate with respect to compliance with the provisions concerning Corporate Governance, as required by clause 49 of Listing Agreement, is also annexed.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT - CLAUSE 49 OF THE LISTING AGREEMENT:

A Separate Section on Management Discussion and analysis Report with a detailed compliance report thereon is annexed to the Annual Report.

FIXED DEPOSITS:

Your Company has accepted un secured loans for an amount of Rs.200 lakh and complied with the provisions of section 58A and 58AA read with companies (Acceptance of deposit) rules 1975 and filled statement in lieu of advertisement with the Registrar of Companies, Andhra Pradesh on date 29.05.2010

INDUSTRIAL RELATIONS:

The company enjoyed cordial relations with its employees at all levels. Your Directors record their appreciation of the support and co-operation of all employees in the accelerated growth of the Company.

SHARE CAPITAL:

The Company has issued and allotted 75,00,000 7% Redeemable Preference Shares of Rs. 10/- each during the current Financial Year.

DIVIDEND :

The Board of Directors has not recommended any dividend for the current financial year.

AUDITORS:

The Statutory Auditors M/s C K S Associates, Chartered Accountants, Hyderabad retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office, if reappointed.

REPLIES TO AUDIT OBSERVATIONS:

1. The Auditors have mentioned in their Report as point 4(f) that the brought forward reserves being overstated by Rs.312.82 lakhs due to capitalization of term loan interest during 2007-08, in contravention of AS16 issued by The Institute of Chartered Accountants of India and fixed Assets of the Company have been overstated by the same amount. Consequently, the deprecation for the year is overstated by Rs.14.27 lakhs and the total overstatement of depreciation is Rs.28.66 lakhs till March 31, 2010.

With respect to the above, the management already clarified in the year 2007-08 that since, the operations with respect to the first line of production, which was commissioned, were at very insignificant level at that point of time and the plant becoming an integrated one only subsequent to the commissioning of second line, it was not deemed inappropriate to capitalize the interest.

2. The auditors have mentioned in their Annexure to the report as point 3(d) that there is no terms of repayment of term loans taken from the Directors.

There is no specific term for repayment of loans. The amount will be repaid based on availability of sufficient cash flows.

3. The auditors have mentioned in their Annexure to the report as point 9(a) that "Rs.107.02 lakh of entry tax, Rs.55.46 lakhs of Sales tax, Rs.15.69 lakhs of Works Contract Tax and 0.12 lakhs of TCS were outstanding for a period of more than 6 months."

As far as Entry Tax is concerned, liability arose on account of High Court decision for non acceptance of exemption claimed by the company along with other assesses and the company is making arrangement. As far as Sales tax is concerned, the liability arises due to Input Vat Credit on Stock transfers. The Company has to pay the said amount along with regular taxes and company has sought the commercial tax department for extension of time and making payment in installments and the balance will be paid within short period.

4. The auditors have mentioned in their Annexure to the report as point 11 that "interest and principal fallen due during the year Rs.170.75 lakhs and Rs.533.05 lakhs respectively".

As it has taken more time for stabilization of its Vizag Plant beyond the expected time, the cash flows were tight and hence could not make the payment. However, the Company is taking steps to clear off the dues before June 2010 ending.

PARTICULARS OF EMPLOYEES UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956:

Name Designation Salary p.m. Experience Age

Shri. Ch. Krishna Chairman & murthy Managing Rs. 4,00,000 24 years 53 Director

Shri. Ch. Siddartha Whole-time Director Rs. 2,50,000 4 years 25

Smt Ch. Manjula Director Rs. 3,75,000 16 Years 45

Note:

1. Shri. Ch. Siddartha is appointed as Whole-time Director w.e.f 19th September 2009.

2. Smt Ch.Manjula resigned as Whole-time Director w.e.f 31st August 2009 and continuing as Non-executive Director of the company.

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA):

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

1. that in the preparation of the accounts for the Financial Year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures:

2. That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the said Financial year and of the Profit/loss of the company for the said financial year:

3. That the Directors have taken proper and sufficient care for the maintenance of adequate, accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. That the Directors had prepared the accounts for the year ended 31st March, 2010 on a "going concern" basis.

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

Particulars required to be disclosed 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 are annexed hereto as Annexure to this Report.

ACKNOWLEDGEMENT:

Your Directors wish to express their sincere thanks to Bankers, Financial Institutions, Customers, suppliers for their continued support to the Company. The Directors also acknowledge with gratitude the continued support received from Investors, Shareholders and various Departments of State and Central governments.

Your directors place on record their appreciation of the Sincerity, Commitment and Contribution made by the Employees at all the levels for the smooth functioning of the operations of the Company.

By Order of the Board Sd/- Sd/- Place:Hyderabad CH.MANJULA CH.KRISHNA MURTHY Date :29.05.2010 Director Chairman &Managing Director

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article