Directors Report of AG Ventures Ltd.

Mar 31, 2025

Your Directors are pleased to present the 45^th Annual Report along with the Audited Annual Financial Statements (including Audited
Consolidated Financial Statements) of the Company for the Financial Year ended March 31, 2025.

SUMMARY OF FINANCIAL RESULTS

Particulars	For the year ended March 31, 2025	For the year ended March 31, 2024
Net Sales/Income from Operations	2,234.06	1,447.13
Other Income	179.10	67.80
Total Revenue	2,413.16	1,514.93
Profit/(Loss) from Continuing Operations before tax and Exceptional Items	487.56	730.54
Exceptional Items -Profit / (Loss)	(37,494.57)	-
Provision for Tax including deferred tax	381.22	(49.59)
Profit/(Loss) after Taxation from Continuing operations after exceptional Items	(37,388.23)	78.13
Profit after Taxation from Discontinuing operations	754.22	3,849.23
Total Profit /(Loss) for the Period	(36,634.01)	4,629.36
Other Comprehensive Income/(loss)(Net of Tax)	94.81	(32.33)
Total Comprehensive Income for the Period	(36,539.20)	4,597.03
Amount Available for Appropriation Net of Transferred to Resulting Company upon demerger	22,393.12	59,889.17
Appropriation:
Interim Dividend on Equity Shares	-	6,99.31
Final Dividend for Previous Year	6,99.31	6,99.31
Balance Carried to Balance Sheet	21,693.81	58,490.55

SCHEME OF ARRANGEMENT

The Board of Directors of the Company at their meeting held on
May 24, 2022, approved the Scheme of Arrangement under
section 230-232 of the Companies Act, 2013, for Demerger of
Chemical business of the Company (Demerged Company) to
OCCL Limited (Resulting Company).

This scheme was approved by National Company Law Tribunal
(NCLT), Ahmedabad on April 10, 2024 with a condition of
Appointed Date to be the date of pronouncement of the NCLT
Order.

The Company filed an appeal before the Hon’ble National
Company Law Appellate Tribunal (NCLAT) to allow the Company
to fix the Appointed Date as defined in the Scheme. On May 27,
2024 the Hon’ble National Company Law Appellate Tribunal
(NCLAT) issued the order in favour of the Company by allowing
to fix the appointed date as per scheme.

The appointed date and effective date of the Scheme was July
01, 2024 (date of filing the certified copy of the Scheme with
ROC). Accordingly, the accounting effect in respect of the
Scheme has been given in the Financial as per the Scheme
with effect from July 01, 2024.

Pursuant to the above scheme, shareholders of the Demerged
Company were allotted Five (5) equity shares of the Resulting
Company face value of Rs. 2/- each fully paid up against One

(1) equity share face value of Rs. 10/- each fully paid up held in
the Demerged Company. The shares of Resulting Company so
allotted were listed on BSE Limited (BSE) and National Stock
Exchange of India Limited (NSE) from October 29, 2024.

As per the scheme the employees of the Company pertaining
to Chemical Business were transferred to the resulting
company OCCL Ltd on the appointed date.

OPERATIONS

Pursuant to the above scheme, the Company is no longer in
Chemical Business (insoluble Sulphur and Acid) from July 01,
2024.The Company continues its trading and investment
business. The exceptional loss of Rs 37,494.57 Lakhs
reflected in the Profit and Loss account is the difference
between assets (Rs 56,734.98 Lakhs) and liabilities (Rs
19,240.41 Lakhs) of chemical business transferred to the
resulting company.

The profit before tax of Rs 487.56 Lakhs from continuing
operations (trading and Investment activities) was lower than
the previous year (Rs 730.54 Lakhs) mainly due to reduction in
income from liquid investments pursuant to the demerger. The
Profit from discontinued operations during the Period April to
June 2024 was Rs 1,059 Lakhs.

During the year the Company has also restated its financial
results by reclassifying Fair value gains and losses of some

Equity and AIF Investments from Other Comprehensive Income
to Profit and Loss to disclose the true and fair view of financials
as per Ind AS 8.

CREDIT RATING

All the loans of the Company were pertaining to the Chemical
Business and were transferred to the resulting company on
demerger, hence credit rating is no longer required. However,
since it was a transition year for demerger the Company
received credit ratings for Long term and short term fund-
based/ Non fund based facilities which were [ICRA]A-
(Stable)/ [ICRA]A2 from ICRA.

SUBSIDIARY, ASSOCIATES AND JOINT VENTURES

The Company has one subsidiary, Duncan Engineering Ltd.

Pursuant to Section 129(3) of the Companies Act, 2013 read
with Rule 5 of the Companies (Accounts) Rules, 2014,
statement containing salient features of financial statements
of subsidiaries and Associates in Form AOC-1 which is the part
of the Financial Statements in a separate section. The
Company has no Joint Venture or Associate Company.

The audited accounts of the Subsidiary Companies are
available on the website of the Company
www.agventuresltd.com. Brief details of the performance of
the subsidiaries and the Associate Company are given below:

Duncan Engineering Limited, registered a gross turnover of Rs.
8,730.63 lakhs during the current Financial Year ended March
31, 2025 against Rs. 6,731.24 lakhs during FY 2023-24. The
Subsidiary reported a profit after tax of Rs. 521.07 lakhs
(Previous Year Profit Rs. 687.38 lakhs).

With effect from July 01, 2024 OCCL Limited ceased to be a
Subsidiary of the Company pursuant to the order of NCLT
approving the Scheme of Arrangement for demerger of
Chemical Business of the Company to OCCL Limited. Upon
implementation of the Scheme, the Company’s investment in
Associate Company i.e. Clean Max Infinia Private Limited has
been transferred to OCCL Ltd (Resulting Company). Hence,
Clean Max Infinia Private Limited ceased to be the Associate of
the Company with effect from July 01, 2024.

In accordance with the fourth proviso of Section 136(1) of the
Companies Act, 2013, the Annual Report of the Company,
containing therein its Standalone and the Consolidated
Financial Statements would be placed on the website of the
Company. Further, as per the provisions of the said Section,
audited Annual Accounts of Subsidiary Companies would also
be placed on the website of the Company at
www.agventuresltd.com. Shareholders interested in obtaining
a copy of the Annual Accounts of the subsidiary companies
may write to the Company Secretary at the Company’s
c o r p o r a t e o f fi c e o r m a y d r o p a m a i l a t
[email protected].

The Company does not have any material unlisted subsidiary in
the immediate preceding accounting year however Duncan

Engineering Limited is material subsidiary of the Company.
However, as per SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (refer as "SEBI LODR”),
SEBI has made it mandatory for all listed companies to
formulate a policy for determining ‘material’ subsidiaries.
Accordingly, a policy on ‘material’ subsidiaries was formulated
by the Audit Committee of the Board of Directors and same is
also posted on the website of the Company and may be
accessed at https://occl-web.s3.ap-south-1.amazonaws.com/wp-
content/uploads/2025/06/Policy-on-Material-Subsidiaries.pdf

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129(3) of the Companies Act, 2013, the
Consolidated Financial Statements of the Company prepared
in accordance with the Section 133 of the Companies Act,

2013 read with Rule 7 of the Companies (Accounts) Rules,

2014 and applicable Indian Accounting Standard (Ind AS) are
provided in the Annual Report.

RESERVES

Your Directors do not propose to transfer any amount to the
General reserves and the entire amount of profit for the year
forms part of the ‘Retained Earnings’.

DIVIDEND

Considering the transfer of manufacture business to OCCL
Limited, in order to conserve funds your Directors did not
recommend any dividend for the Financial Year 2024-25.

MATERIAL CHANGES AND COMMITMENTS IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE COMPANY
OCCURRED DURING THE FINANCIAL YEAR AND BETWEEN
THE END OF THE FINANCIAL YEAR TO WHICH THIS
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE
REPORT

There have been no material changes and commitments,
affecting the financial position of the Company which have
occurred between the end of the financial year of the Company
to which the financial statements relate and the date of the
report. The effect of the Scheme of Demerger has been
accounted in accordance with Ind AS and applicable
accounting principles as prescribed under Companies (Indian
Accounting Standards) Rule, 2015 (Ind AS) as notified under
section 133 of the Companies Act, 2013 as amended from
time to time and with generally accepted accounting principle.

The Hon’ble National Company Law Tribunal, Ahmedabad
Bench (NCLT) vide its order dated April 10, 2024 has approved
the Scheme of Arrangement between the Company
(Demerged Company) and OCCL Limited (Resulting Company),
a wholly owned subsidiary of the Company, for transfer of
Chemical Business Undertaking of Demerged Company to the
Resulting Company. pursuant to the said scheme, the
Chemical business of the Demerged Company was demerged
into the Resulting Company w.e.f. July 01, 2024 (appointed
date). Post demerger the Company is continuing with its

business of Trading and investment from the Effective Date.
Further, it is hereby confirmed that besides above there has
not been any material change in business of the Company.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the
Companies Act, 2013, and the Article of Association of the
Company, Mr. Arvind Goenka (DIN: 00135653), Non Executive
Director is liable to retire by rotation at the forthcoming Annual
General Meeting and, being eligible, offers himself for re¬
appointment.

Detailed profile of the Director is provided in the Explanatory
statement to the Notice of the Annual General Meeting of the
Company.

During the reporting period, following changes were made in
the composition of Directors and KMPs:

The Board of Directors, at their meeting held on June 10, 2024
approved the change of designation of Mr. Arvind Goenka [DIN:
00135653] from Managing Director to Non-Executive Non¬
Independent Director and of Mr. Akshat Goenka [DIN:
07131982] from Joint Managing Director to Non-Executive,
Non-Independent Director of the Company with effect from July
01, 2024.

The Board of Directors appointed Mr. Rajat Jain (DIN:
10628142) and Mrs. Rachna Lodha (DIN: 07153563) as
additional directors on May 22, 2024. They were subsequently
regularized as Independent Directors pursuant to section 149
and 152 of Companies Act, 2013 by the members in the 44th
Annual General Meeting of the Company held on July 30,
2024.

Mr. Om Prakash Dubey (DIN: 00228441), Mr. Suman Jyoti
Khaitan (DIN: 00023370) and Mr. Kailasam Raghuraman
(DIN: 00320507) ceased to be Independent Directors of the
Company with effect from July 29, 2024 on completion of their
tenure as Independent Directors.

Pursuant to the above Scheme of Arrangement, the Board of
Directors on the recommendation of Nomination and
Remuneration Committee in their meetings held on June 10,
2024 transferred the employment of Mr. Anurag Jain, Chief
Financial Officer and Mr. Pranab Kumar Maity, Company
Secretary, to the resulting Company with effect from July 01,
2024.

Further, the Board of Directors on the recommendation of
Nomination and Remuneration Committee in their meetings
held on June 10, 2024 appointed Mr. Abhinaya Kumar as Chief
Executive Officer, Mr. Aman Abhishek as Chief Financial Officer
and Mr. Gourab Kumar Nayak as Company Secretary of the
Company with effect from July 01, 2024.

Mr. Gourab Kumar Nayak, Company Secretary and
Compliance Officer of the Company resigned from the office
with effect from December 20, 2024. The Board of Directors in
their meetings held on February 06, 2025 appointed Mr.
Vipin, as Company Secretary and Compliance Officer of the
Company.

None of the Directors of your Company is disqualified under the

provisions of Section 164 of the Companies Act, 2013 and a
certificate dated May 28, 2025 received from Company
Secretary in Practice certifying that none of the directors on
the Board of the Company have been debarred or disqualified
from being appointed or continuing as directors of the
Companies by SEBI/Ministry of Corporate Affairs or any such
statutory authority is annexed to the Corporate Governance
Report.

The details of Directors and Key Managerial Personnel of the
Company are as follows:

a) Mr. Arvind Goenka, Non-Executive, Non-Independent
Director

b) Mr. Akshat Goenka, Non-Executive, Non-Independent
Director

c) Mr. Sanjay Verma, Nominee Director

d) Mrs. Runa Mukherjee, Non-Executive, Independent
Director

e) Mrs. Rachna Lodha, Non-Executive, Independent Director

f) Mr. Rajat Jain, None-Executive, Independent Director

g) Mr. Abhinaya Kumar, Chief Executive Officer

h) Mr. Aman Abhishek, Chief Financial Officer

i) Mr. Vipin, Company Secretary

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Details of the separate meeting of Independent Directors held
in terms of Schedule IV of the Act and Regulation 25(3) of the
Listing Regulations are given in the Corporate Governance
Report.

SHARE CAPITAL

During the year under review, there was no change in the share
Capital of the Company. The issued, subscribed and paid-up
share capital of your Company as on March 31, 2025 remain at
Rs. 9,99,00,920/- (Rupees Nine Crore Ninety-Nine Lakh and
Nine Hundred Twenty Only) divided into 99,90,092 (Ninety-
Nine Lakh Ninety Thousand and Ninety-Two) equity shares of
the face value of Rs. 10/- (Rupees Ten Only) each.

MEETINGS OF THE BOARD

During the year 5 (five) Board Meetings were held on May 22,
2024, June 10, 2024, August 12, 2024, November 12, 2024
and February 06, 2025. The intervening gap between the
Meetings was within the period prescribed under the
Companies Act, 2013. The details of Board Meetings with
regard to dates and attendance of each Directors have been
provided in the Corporate Governance Report.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and
Regulation 25(3) & (4) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the
Independent Directors at their meeting held on February 17,

2025 have evaluated the Performance of Non-Independent
Directors, Chairperson of the Company after considering the
views of the Executive and Non-Executive Directors, Board as a
whole and assessed the quality, quantity and timeliness of flow
of information between the Company’s Management and the
Board. The Nomination and Remuneration Committee has

also carried out an evaluation of the performance of every
Director of the Company. Based on evaluation made by the
Independent Directors and the Nomination and Remuneration
Committee and by way of individual and collective feedback
from the Non-Independent Directors, the Board has carried out
the Annual Performance Evaluation of the Directors
individually as well as evaluation of the working of the Board as
a whole and Committees of the Board. The manner in which
the evaluation has been carried out is explained in the
Corporate Governance Report.

The Independent Directors are regularly updated on industry &
market trends, plant process, and operational performance of
the Company etc. through presentations in this regard. They
are also periodically kept aware of the latest developments in
Corporate Governance, their duties as directors and relevant
laws.

AUDIT COMMITTEE

As on March 31, 2025, the Audit Committee of the Board of
Directors of the Company consists of two Non-Executive
Independent Directors and one promoter Director with Mr.
Rajat Jain as Chairman, Mrs. Rachna Lodha and Mr. Akshat
Goenka, as Member. The Company Secretary is the Secretary
of the Committee. The Chief Financial Officer and Auditors are
permanent invitees to the meetings. The Committee met 5
(five) times during the year on May 22, 2024, June 10, 2024,
August 12, 2024, November 12, 2024 and February 06, 2025.

The Committee, inter alia, reviewed the financial statements
before they are placed before the Board, Internal Control
System and Reports of Internal Auditors and Compliance of
various Regulations. The brief terms of reference of the
Committee and the details of the Committee meetings are
provided in the Corporate Governance Report.

Your Company has a well-structured Internal Audit System
commensurate with its size and operations. During the year
there were no instances when the Board had not accepted the
recommendations of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

As on March 31, 2025, the Nomination and Remuneration
Committee consists of three Non-Executive Independent
Directors with Mrs. Runa Mukherjee as Chairperson, Mr. Rajat
Jain and Mrs. Rachna Lodha, as members. The Committee,
inter alia, identifies people who are qualified to become
directors and who may be appointed in key management
positions and senior management. The Committee also
finalizes their remunerations. The brief terms of reference of
the Committee and the details of the Committee meetings are
provided in the Corporate Governance Report. The Committee
met 3 times during the year on May 22, 2024, June 10, 2024
and February 06, 2025.

STAKE HOLDER’S RELATIONSHIP COMMITTEE

As on March 31, 2025, the Stakeholders'' Relationship
Committee comprises of one Independent Director Mrs.
Rachna Lodha as Chairperson, and Mr. Arvind Goenka and Mr.
Akshat Goenka as members. The Committee, inter alia,
reviews the grievance of the security holders of the Company
and redressal thereof. The brief terms of reference of the

Committee and the details of the Committee meetings are
provided in the Corporate Governance Report. The Committee
met twice during the year on October 23, 2024 and February
06, 2025.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As on March 31, 2025, the Corporate Social Responsibility
Committee (CSR Committee) consists of one Non Executive
Director, Mr. Arvind Goenka as Chairman and two Independent
Directors, Mr. Rajat Jain and Mrs. Rachna Lodha, as Members.
The Committee met once during the year on May 22, 2024.
The brief terms of reference of the Committee and the details
of the Committee meetings are provided in the Corporate
Governance Report.

The CSR Committee of the Company has laid down the policy to
meet the Corporate Social Responsibility objectives of the
Company. The CSR Policy may be accessed on the Company''s
website at https://occl-web.s3.ap-south-1.amazonaws.com/wp-
content/uploads/2020/12/CSR-Policy.pdf. The CSR Policy includes
activities prescribed as CSR activity as per the Rules of
Companies Act, 2013. The focus areas taken in the policy are
Education, Health care and family welfare, Environment and
Safety, contribution to any relief fund setup by the Government
of India and any State Government.

The Average Net Profits of the Company for the last three
financial years is Rs.5,573.4 lakh and accordingly the
prescribed CSR expenditure during the year under review
should not be less than Rs.111.5 lakh (i.e., 2% of the Average
Net Profits of the Company for the last three financial years).
Rs. 111.7 lakh were spent on CSR activities and projects
undertaken during the year. The Annual Report on CSR
activities is annexed as "Annexure - A" to this Report.

RISK MANAGEMENT COMMITTEE

As on March 31, 2025, the Risk Management Committee
(RMC), comprised of Mr. Rajat Jain, Non-Executive
Independent Director as Chairman, Mr. Arvind Goenka and Mr.
Akshat Goenka, Non-Executive Non-Independent Directors as
Members of the Committee. The RMC inter alia, identifies and
monitors the Key risk elements associated with the business
of the Company. The brief terms of reference of the Committee
and the details of the Committee meetings are provided in the
Corporate Governance Report. The Committee met twice
during the year on August 06, 2024 and February 17, 2025.

RISK MANAGEMENT

The Company has put in place a Risk Management Policy in
order to, inter alia, ensure the proper risk identification,
evaluation, assessment, mitigation and monitoring. Further,
the risk management policy also provides a demarcation of the
role of the Board of Directors, Audit Committee and Risk
management Committee for the purpose of effective risk
management. The major risk elements associated with the
business and functions of the Company have been identified
and are being addressed systematically through mitigating
action on a continuous basis. Audit Committee and Risk
Management Committee, under the supervision of the Board,
periodically review and monitor the steps taken by the
company to mitigate the identified risk elements.

The Risk Assessment is also discussed in the Management
Discussion and Analysis Report attached to this report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place an established internal control
system including internal financial Controls designed to
ensure proper recording of financial and operational
information, compliance of various internal controls and other
regulatory and statutory compliances. Self-certification
exercise is also conducted by which senior management
certifies effectiveness of the internal control system of the
Company. Internal Audit is conducted throughout the
organization by qualified outside Internal Auditors. Findings of
the internal Audit Report are reviewed by the top Management
and by the Audit Committee of the Board and proper follow-up
action are ensured wherever required. The Statutory Auditors
have evaluated the system of internal controls including
internal financial control of the Company and have reported
that the same are adequate and commensurate with the size
of the Company and nature of its business. The Audit
Committee of the Board, from time to time, evaluated the
adequacy and effectiveness of internal financial control of the
Company with respect to: -

1. Systems have been laid to ensure that all transactions are
executed in accordance with management''s general and
specific authorization. There are well-laid manuals for
such general or specific authorization.

2. Systems and procedures exist to ensure that all
transactions are recorded as necessary to permit
preparation of Financial Statements in conformity with
Generally Accepted Accounting Principles or any other
criteria applicable to such statements, and to maintain
accountability for aspects and the timely preparation of
reliable financial information.

3. Access to assets is permitted only in accordance with
management''s general and specific authorization. No
assets of the Company are allowed to be used for personal
purposes, except in accordance with terms of employment
or except as specifically permitted.

4. The existing assets of the Company are verified/ checked
at reasonable intervals and appropriate action is taken
with respect to differences, if any.

5. Proper systems are in place for prevention and detection
of fraud and errors and for ensuring adherence to the
Company''s policies.

VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) & (10) of the
Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a ‘Whistle
Blower Policy'' to establish Vigil Mechanism for directors and
employees to report their genuine concerns has been framed.
The policy is revised from time to time to realign it with
applicable regulations or organizations suitability. The
updated policy is available on the website of the Company and
the web link of the same is given as under: https://occl-web.s3.ap-
south-1 .amazonaws.com/wp-content/uploads/2025/06/Vigil-

Mechanism-Policy Latest.pdf.

This policy provides a process to disclose information,
confidentially and without fear of reprisal or victimization,
where there is reason to believe that there has been serious
malpractice, fraud, impropriety, abuse or wrongdoing within
the Company. The Company ensures that no personnel is
denied access to the Audit Committee.

POLICY ON NOMINATION AND REMUNERATION

The summary of Remuneration Policy of the Company
prepared in accordance with the provisions of Section 178 of
the Companies Act, 2013 read with Part D of Schedule II of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 are provided in the Corporate Governance
Report. The Remuneration Policy of the Company is approved
by the Board of Directors and is uploaded on the website of the
Company. The weblink to the remuneration policy is as under:
https://s3-ap-south-1.amazonaws.com/occl-web/wp-
content/uploads/2019/12/Remuneration Policy OCCL.pdf.

POLICY ON DIRECTORS’ APPOINTMENT

The Nomination and Remuneration Committee works with the
Board to determine the appropriate characteristics, skill and
experience that are required of the members of the Board. The
members of the Board should possess the expertise, skills and
experience needed to manage and guide the Company in the
right direction and to create value for all stakeholders. The
members of the Board should be eminent people of proven
competency and integrity with an established track record.
Besides having financial literacy, experience, leadership
qualities and the ability to think strategically, the members are
required to have a significant degree of commitment to the
Company and should devote adequate time in preparing for
the Board meeting and attending the same. The members of
the Board of Directors are required to possess the education,
expertise, skills and experience in various sectors and
industries needed to manage and guide the Company. The

members are also required to look at strategic planning and
policy formulations.

The independent members of the Board should not be related
to any executive or independent director of the Company or any
of its subsidiaries. They are not expected to hold any executive
or independent positions in any entity that is in direct
competition with the Company. Board members are expected
to attend and participate in the meetings of the Board and its
Committees, as relevant. They are also expected to ensure that
their other commitments do not interfere with the
responsibilities they have by virtue of being a member of the
Board of the Company. While reappointing Directors on the
Board and Committees of the Board, the contribution and
attendance record of the Director concerned shall be
considered in respect of such reappointment. The
Independent Directors shall hold office as a member of the
Board for a maximum term as per the provisions of the
Companies Act, 2013 and the rules made thereunder, in this
regard from time to time, and in accordance with the provisions
of the Listing Regulations. The appointment of Directors shall
be formalized through a letter of appointment.

The Executive Directors, with the prior approval of the Board,
may serve on the Board of any other entity if there is no conflict
of interest with the business of the Company.

DECLARATION OF INDEPENDENCE

All Independent Directors of the Company have given requisite
declarations under Section 149(7) of the Companies Act
2013, ("Act") that they meet the criteria of independence as
laid down under Section 149(6) of the Act alongwith Rules
framed thereunder, Regulation 16(1)(b) of SEBI Listing
Regulations and have complied with the Code of Conduct of
the Company as applicable to the Board of Directors and
Senior Managers. In terms of Regulation 25(8) of the SEBI
Listing Regulations, the independent directors have confirmed
that they are not aware of any circumstances or situations,
which exists or may be reasonably anticipated that could
impair or impact their ability to discharge their duties with an
objective independent judgement and without any external
influence. The company has received confirmation from all
independent directors of their registration on the Independent
Directors Database maintained by the Indian Institute of
Corporate Affairs, in terms of Section 150 read with Rule 6 of
the Companies (Appointment and Qualification of Directors)
Rules, 2014.

The independent directors have complied with the code for
independent directors as prescribed in schedule IV to the act.
In the opinion of the Board, the Independent Directors possess
the requisite expertise and experience and are persons of high
integrity. They fulfill the conditions specified in the act as well
as the Rules made thereunder and are independent of the
management.

RELATED PARTY TRANSACTIONS

All related party transactions entered during the financial year
were on arms’ length basis and in the ordinary course of
business. There were no materially significant related party
transactions entered 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. Details of all related party transactions
were placed before the Audit Committee for noting and given in
the notes forming part of the Financial Statement. The policy
on Related Party Transactions as required under the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 is also available on the website of the
Company. The weblink to the same is as under:
https://occl-web.s3.ap-south-1.amazonaws.com/wp-
content/uploads/2025/05/RPT Policy Oriental-Carbon.pdf

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(3)( c ) read with
Section 134(5) of the Companies Act, 2013, the Directors
state that:

a) In preparation of the annual accounts for the financial
year ended March 31, 2025, the applicable Accounting
Standards have been followed along with proper
explanation relating to material departures, if any.

b) The Directors have selected such Accounting Policies as

listed in the Financial Statements and applied them
consistently and made judgments and estimates that are
reasonable and prudent so as to give true and fair view of
the state of affairs of the Company at the end of the
financial year as on March 31, 2025, and of the profits of
the Company for that period.

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

d) The Directors have prepared the annual accounts on a
going concern basis.

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

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

CHANGE IN THE NATURE OF BUSINESS

Pursuant to the Scheme of demerger the Chemical Business of
the Company was transferred to OCCL Ltd (resulting company)
with effect from July 01, 2024. There was no other change in
the nature of the business of the Company or its subsidiaries
during the year under review.

INSURANCE

The Company’s properties are adequately insured against
risks as required.

PUBLIC DEPOSITS

During the year under review an amount of unclaimed matured
deposits of Rs.1,25,000/-, lying with the Company but not
claimed by the Depositors for seven consecutive years from
date of maturity, was transferred to IEPF Account. The
Company has stopped accepting deposits and no deposits
were accepted by the Company during the year.

LISTING OF SHARES

The Equity Shares of the Company are listed on the BSE
Limited (BSE) with scrip code No. 506579 and on National
Stock Exchange of India Limited (NSE) with NSE symbol
"OCCL”. The Company confirms that the annual listing fees for
both the stock exchanges for the financial year 2025-26 have
been duly paid.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

AUDITORS AND THEIR REPORT

a. Statutory Auditors:

The Shareholders of the Company at the 42nd Annual

General Meeting (AGM) held on September 05, 2022 had
appointment M/s. S S Kothari Mehta & Co. LLP (Previously

M/s. S S Kothari Mehta & Co.), Chartered Accountants
(ICAI Firm Registration No. 000756N/N500441) as the
Statutory Auditors of the Company pursuant to Section
139 of the Companies Act, 2013 for a term of 5 years from
the conclusion of 42nd AGM till the conclusion of 47th
AGM to be held in financial year 2027-28.

The Statutory Auditors'' Report on the Standalone and
Consolidated Financial Statements of the Company for the
financial year ended March 31, 2025 forms part of this
Annual report. The statutory audit report is self¬
explanatory and there are no qualification, reservation
and adverse remarks by the statutory auditor in the
Statutory Audit Report.

There was no fraud reported by the Auditors of the
Company under Section 143(12) of the Companies Act,
2013, to the Audit Committee or the Board of Directors
during the year under review.

b. Secretarial Auditors:

The Board of Directors of the Company at their meeting
held on February 06, 2025, appointed Mr. Pawan Kumar
Sarawagi, Practicing Company Secretary of M/s. P
Sarawagi & Associates having office at Narayani Building,
Room No.107, First Floor, Brabourne Road, Kolkata -
700001 for conducting the Secretarial Audit of the
Company for the financial year 2024-25.

The Secretarial Audit Report in Form MR-3 for the financial
year ended March 31, 2025, is annexed herewith as
“Annexure - B”.

The Secretarial auditor of the Company has given an
unqualified report for the Financial Year 2024-25 except
the following observation:

(a) there was delay in depositing Rs .1 Lakh to Investor
Education & Protection Funds, being the matured amount
of public deposits which remained unpaid/unclaimed for
7 years; and (b) delay in submission of proceedings of the
44th Annual General Meeting.

Explanations/comments by the Board on the
Secretarial Auditors remark:

It was informed to the Board that the Company is strive to
ensure the Compliances in due time. However, due to
some inadvertent reasons a) the Company had filed the
necessary forms on November 11, 2024 whose due dates
were October 06, 2024 and October 13, 2024,
respectively and b) the proceedings of 44th AGM was filed
with minor delay.

c. Cost Auditors:

Pursuant to Section 148 of the Companies Act, 2013 read
with the Companies (Cost Records and Audit) Amendment
Rules, 2014, the cost records maintained by the Company
related to insoluble Sulphur plants located at Dharuhera,
Haryana, was subject to audit by the Cost Auditor. M/s J K
Kabra & Co., Cost Accountants had been appointed by the
Board on May 22, 2024 to conduct the audit of cost
records of the Company for the financial year 2024-25 on a
remuneration of Rs 1,40,000/- ratified in the Previous

Annual General Meeting. The Cost Audit Report for the
year ended March 31, 2024 has been submitted to the
Ministry of Corporate Affairs within stipulated time of
period.

The Company ceased the operations of the Chemical
Business with effect from July 01, 2024 pursuant to the
scheme of arrangement. However, the cost audit for the
first quarter ending June 2024 is required.

Annual Return of the Company

In accordance with Section 134(3)(a) of the Companies Act,
2013 read with sub-section (3) of section 92 of the Act, the
Annual Return as on March 31, 2025 will be made available on
the website of the Company at the link :
https://www.agventuresltd.com/investor-relation/annual-returns/

CORPORATE GOVERNANCE

A detailed Report on Corporate Governance for the financial
year 2024-25, pursuant to the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 along with an
Auditors'' Certificate on compliance with the conditions of
Corporate Governance is annexed to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the
financial year 2024-25, pursuant to the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
is given as a separate statement in the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As stipulated under the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Business
Responsibility and Sustainability Report is not applicable to
the Company for FY 2024-25.

CHIEF OPERATING OFFICER (CEO) AND CHIEF FINANCIAL
OFFICER (CFO) CERTIFICATION

Pursuant to Regulation 17(8) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the CEO
and CFO certification as specified in Part B of Schedule II
thereof is annexed to the Corporate Governance Report. The
CEO and CFO has also certified that the financial results do not
contain any false or misleading statement or figures and do not
omit any material fact which may make the statements or
figures contained therein misleading in terms of Regulation 33
of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR
MANAGEMENT PERSONNEL

The Code of Conduct for Directors and Senior Management
Personnel is uploaded on the Company''s website and may be
accessed at https://s3-ap-south-1.amazonaws.com/occl-web/wp-
content/uploads/2021/08/OCCL-Code-of-Conduct.pdf. The CEO of
the Company has given a declaration that all Directors and
Senior Management Personnel concerned have affirmed the
compliance with the code of conduct of Board of Directors and
Senior management for the financial year ended on March
31st, 2025. The declaration is annexed to the Corporate
Governance Report.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards 1

and Secretarial Standards 2 with respect to Board and General
meetings respectively, issued by The Institute of Company
Secretaries of India and approved by the Central Government
under Section 118(10) of the Companies Act, 2013.

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

As required under Section 134(3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules
2014, the information relating to conservation of energy,
technology absorption and foreign exchange earnings and
outgo is annexed to this Report as “Annexure - C”.

However, pursuant to the Scheme of Arrangement of
Demerger, the Chemical Business of the Company were
demerged and transferred to resulting Company OCCL Limited
with effect from July 01, 2024. Therefore the Company is no
longer engaged in any business of manufacturing and the
Company is carrying only its trading and investment business.

PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as
required under Section 197(12) of the Act read with Rule 5 of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is marked as ‘Annexure -
D’, which is annexed hereto and forms a part of the Boards’
Report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION
FUND

The Company sends reminder letters to all members whose
dividends are unclaimed so as to ensure that they receive their
rightful dues. Your Company has also uploaded on its website,
www.agventuresltd.com. information regarding unpaid/
unclaimed dividend amounts lying with your Company.

During FY 2024-25, the unclaimed dividend amount for more
than seven years of Rs. 15,52,264/- and Rs. 6,80,094/-
towards the unpaid dividend for the financial year 2016-17
(Final Dividend) and 2017-18 (Interim Dividend), respectively
and unclaimed matured deposits of Rs. 125,000 were
transferred to Investor Education and Protection Fund.

Pursuant to Section 124(6) of the Companies Act, 2013 and
the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 and its
amendments, all shares in respect of which dividend has not
been paid or claimed for seven consecutive years or more shall
be transferred by the Company in the demat account of
Investor Education and Protection Fund (“IEPF”) Authority (the
"Authority") as per the procedure mentioned in the said Rules.
Accordingly, your Company transfered the required equity
shares to the demat account of the Authority and in terms of
the said Rules.

Members may note that unclaimed dividend and shares
transferred to the demat account of the Authority can be
claimed back by them from IEPF Authority by following the
procedure mentioned in the said Rules.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in
line with the requirements of The Sexual Harassment of
Women at the Workplace (Prevention, Prohibition & Redressal)
Act, 2013 covering all employees of the Company. The
Company has constituted the Internal Complaints Committee
under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

No case was filed under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013
during the year under review.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS / COURTS / TRIBUNALS IMPACTING
THE GOING CONCERN STATUS AND THE COMPANY’S
OPERATIONS IN FUTURE

Except the above NCLT order approving the Scheme of
arrangement, there are no orders passed by the regulators or
courts or tribunals impacting the going concern status and the
Company’s operations in future. There were no significant and
material orders passed by any regulator / court / tribunal
impacting the going concern status and the Company’s
operations in future.

GREEN INITIATIVES

‘Green Initiative’ undertaken by the Ministry of Corporate
Affairs, Government of India, enabling electronic delivery of
documents including the Annual Report etc. to shareholders at
their e-mail address previously registered with the DPs and
RTAs.

To support the ‘Green Initiative’, Members who have not
registered their email addresses are requested to register the
same with the Company’s Registrar and Share Transfer
Agent/Depositories for receiving all communications,
including Annual Report, Notices, Circulars, etc., from the
Company electronically.

Pursuant to the MCA, SEBI Circulars the Notice of the 45th
AGM and the Annual Report of the Company for the financial
year ended March 31, 2025 including therein the Audited
Financial Statements for the year 2024-25, are being sent only
by email to the Members.

ACKNOWLEDGMENTS

The Board places on record its appreciation of the support and
assistance of various Banks, Government Agencies, Suppliers,
valued Customers and the shareholders in particular and
looks forward to their continued support. Relations between
your Company and its employees remain cordial and the
Directors wish to express their appreciation for the co¬
operation and dedication of all employees of the Company.

On behalf of the Board of Directors
Arvind Goenka

Place: Noida Chairman

Date: May 28, 2025 DIN-00135653

---

Mar 31, 2024

Your Directors are pleased to present the 44^th Annual Report along with the Audited Annual Financial Statements (including Audited Consolidated Financial Statements) of the Company for the Financial Year ended March 31,2024.

SUMMARY OF FINANCIAL RESULTS

Particulars	For the Year ended March 31, 2024	For the Year ended March 31, 2023
Net Sales/Income from Operations	39,697.01	46,485.72
Other Income	435.13	259.35
Total Revenue	40,132.14	46,745.07
Profit/(Loss) Before Taxation	5,755.84	5,748.92
Provision for Taxation *	(1,460.67)	(1,378.16)
Profit/(Loss) after Taxation	4295.17	4,370.76
Other Comprehensive Income/(loss)(Net of Tax)	301.86	686.99
Amount Available for Appropriation	59,092.01	56,197.63
Appropriation:
Interim Dividend on Equity Shares	6,99.31	699.31
Final Dividend for the year ended 31 March 2024	699.31	699.31
Balance Carried to Balance Sheet	57,693.39	54,799.01

* Including H4,75.89 Lakh Deferred Tax (Previous year H.3,76.87 Lakh).

OPERATIONS Insoluble Sulphur

During the year under review Sales Volume of Insoluble Sulphur remained flat however revenue from operations of the Company was down by about 14%. This was mainly on account of correction in sales realisation due to lower input cost and freight which was at peak during FY 22-23. Margins were under pressure due to competition and unutilized capacities of Insoluble Sulphur globally. However, your Company was able to maintain the operating profit at par with the previous year. The Company took various cost and process optimization measures to maintain its competitive edge. During the year, the Company invested in the group captive solar power scheme of the State of Haryana through a SPV i.e. Clean Max Infinia Private Limited. This will help the company in achieving its sustainability goals and optimizing energy costs.

Export sales were adversely affected due to weak global macroeconomic and geopolitical environment mainly in Europe, due to Russia -Ukraine war and its economic repercussions in the region.

Sulphuric Acid & Oleum

Revenue from Acid sales were lower by about 27% in spite of a volume growth of about 29% during the year. This was mainly due to a reduction in sales realization as compared to previous year on

account of lower raw material price and increased competition due to new capacity addition in the region with corresponding decrease in margin.

During the year the Company commissioned Power generation Turbine for captive use at Dharuhera to utilize surplus steam from Sulphuric Acid Plant.

FUTURE PROSPECTS Insoluble Sulphur

In the domestic market, we anticipate growth in Insoluble Sulphur in coming year on account of growth of automotive and Tyre industry due to expanding vehicle ownership, growth in electric vehicles and the increasing use of commercial vehicles in logistics and e-commerce. As India sustains its growth momentum, the logistics demand is anticipated to surge, resulting in a heightened need for commercial vehicles. According to the data published, During FY24 Passenger Vehicles sales increased by more than 8% YoY, Commercial Vehicles sales increased by about 1% YoY and 2W sales increased by about 10%.

Your Company is witnessing a challenging global environment characterized by elevated inflation, lower demand and realizations of chemicals globally. The demand in Europe which is the second largest market for your company has been sluggish

due to Macro Economic and Geopolitical Environment including ongoing conflicts.

Stable RM prices and continuous cost optimization projects will help the competitiveness of your company while selling in various parts of the world.

Export Freight rates witnessed surges on account of Red Sea disruption. However, the overall impact on shipping cost is far less than at the height of pandemic.

Excess of production capacities over demand, specially in China, is resulting in pressure on prices and margins. This is expected to continue until a balance is reached in capacity and demand.

Apart from growth in the domestic market, business from new geographies and customers should help ramp up sales in next year.

In view of imports at very low prices, the Company has applied to DGTR for recommendation of Anti-Dumping Duty on import of Insoluble Sulphur from China and Japan.

Sulphuric Acid & Oleum

Contributions are expected to be lower going forward due to increased production capacities in the region and further major capacities expected to be added during the year by copper smelting units for which it is a byproduct.

CREDIT RATING

During the year under review, the Rating Committee of ICRA Limited, after due consideration, re-affirmed the short-term rating of [ICRA]A1 (pronounced ICRA A one plus) and a long-term rating of [ICRA]AA- (pronounced ICRA Double A minus). The Rating has been placed under watch with developing implications.

SUBSIDIARY, ASSOCIATES AND JOINT VENTURES

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, statement containing salient features of standalone financial statements of subsidiaries and Associates in Form AOC-1 is attached to the Financial Statements in a separate section and forms part of this Report. The Company has no Joint Venture. The separate audited accounts of the Subsidiary Companies are available on the website of the Company www.occlindia.com. Brief details of the performance of the subsidiaries and the Associate Company are given below:

The subsidiary, Duncan Engineering Limited, registered a gross turnover of H6731.24 Lakh during the current Financial Year ended March 31, 2024 against H7158.13 Lakh during FY 2022-23. The Subsidiary reported a profit after tax of H687.38 Lakh (Previous Year Profit H990.35 Lakh).

The subsidiary, OCCL Limited, has not started its operations and reported a loss after tax of H5.99 Lakh for the year ended March 31, 2024, against a loss H2.37 Lakh in the previous year. Upon the scheme of arrangement becoming effective, for the demerger of

Chemical Business of the Company into OCCL Limited, it will be no longer be considered a subsidiary of the Company.

During the year under review, the Company acquired 49% of the Shareholding of Clean Max Infinia Private Limited. The Associate Company was formed to avail the benefit of the captive Solar Power Generation Scheme of The Govt of Haryana for its Dharuhera Plant. The Associate Company has not started its operations during the Financial Year ending March 31, 2024.

In accordance with the third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its Standalone and the Consolidated Financial Statements would be placed on the website of the Company. Further, as per the provisions of the said Section, audited Annual Accounts of subsidiary companies would also be placed on the website of the Company at www.occlindia.com. Shareholders interested in obtaining a copy of the Annual Accounts of the subsidiary companies may write to the Company Secretary at the Company''s corporate office or may drop a mail at [email protected].

The Company does not have any material unlisted subsidiary in the immediately preceding accounting year, however, Duncan Engineering Limited, is a material listed subsidiary of the Company. However, as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI has made it mandatory for all listed companies to formulate a policy for determining ''material'' subsidiaries. Accordingly, a policy on ''material'' subsidiaries was formulated by the Audit Committee of the Board of Directors and same is also posted on the website of the Company and may be accessed at https://s3-ap-south-1. amazonaws.com/occl-web/wp-content/uploads/2022/07/ Policy-on-Material-Subsidiaries.pdf.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements of the Company prepared in accordance with the Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and Indian Accounting Standard 110 on Consolidated Financial Statements are provided in the Annual Report.

RESERVES

Your Directors do not propose to transfer any amount to the General reserves and the entire amount of profit for the year forms part of the ''Retained Earnings''.

DIVIDEND

Your Directors recommended a Final Dividend of H7/- per share on the Company''s 99,90,092 equity shares of H10/- each (70%) for the Financial Year 2023-24, in its meeting held on May 22, 2024. The Final dividend on equity shares, if declared as above, would entail a total outflow of H699.31 Lakh. The Dividend payment is subject to approval of Shareholders in the ensuing Annual General Meeting. With this the total dividend for the

year, including interim dividend of H7/- per share (70%) already paid, comes to H14/- per share (140%). The dividend payout is in accordance with the dividend distribution policy of the Company. The dividend distribution policy of the Company can be accessed at https://s3-ap-south-1.amazonaws.com/occl-web/wp-content/ uploads/2021/08/OCCL_Dividend-Distribution-Policy.pdf.

SCHEME OF ARRANGEMENT

The Board of Directors of the Demerged Company and the Resulting Company, at their respective meetings held on 24 May 2022 had approved the Scheme whereby the Appointed Date (as defined in the Scheme) of the Scheme was defined as the Effective Date (as defined in the Scheme). The Hon''ble National Company Law Tribunal, Ahmedabad Bench (NCLT) vide its order dated April 10, 2024 has approved the Scheme of Arrangement between the Company (Demerged Company) and OCCL Limited, a wholly owned subsidiary of the Demerged Company (Resulting Company), for transfer of Chemical Business Undertaking of Demerged Company to the Resulting Company on a going concern basis. However, the Hon''ble NCLT has suo motu amended the said Appointed Date to be the date of pronouncement of the NCLT Order i.e. April 10, 2024.

After evaluating the overall impact of the aforesaid NCLT Order, the Company has filed an appeal before the Hon''ble National Company Law Appellate Tribunal (NCLAT) to allow the Appointed Date as defined in the Scheme as the Effective Date and the appeal is pending before NCLAT as on date of this report. The Scheme shall be made effective upon receipt of final order of the NCLAT.

Pursuant to the above scheme, shareholders of the Demerged Company shall receive in respect of every One (1) Equity share of the face value of H10/- each fully paid up held in the Demerged Company, Five (5) new Equity shares of the Resulting Company of the face value of H2/-each fully paid up, which shall be listed on BSE and NSE.

MATERIAL CHANGES

During the year under review, there have been no material changes and commitments affecting the financial position of the Company.

The Hon''ble National Company Law Tribunal, Ahmedabad Bench (NCLT) vide its order dated April 10, 2024 has approved the Scheme of Arrangement between the Company (Demerged Company) and OCCL Limited (Resulting Company), a wholly owned subsidiary of the Company, for transfer of Chemical Business Undertaking of Demerged Company to the Resulting Company. Upon the Scheme getting effective, the Chemical business of the Demerged Company would be demerged into the Resulting Company. The Demerged Company will continue

with its investment and other businesses, subsidiary and other assets with effect from the Effective Date.

Apart from the proposed demerger, there are no other material changes and commitments affecting the financial position of the Company since the close of financial year ended March 31, 2024 and to the date of this report. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013, and the Article of Association of the Company, Mr. Sanjay Verma (DIN: 09784146), Non-Executive Nominee Director is due to retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer himself for re-appointment.

The Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on May 22, 2024 have recommended for the re-appointment of Mr. Arvind Goenka [DIN: 00135653] as Managing Director and Mr. Akshat Goenka [DIN: 07131982] as a whole time Director designated as Joint Managing Director of the Company for a tenure of one year, from October 01,2024 and June 01,2024, respectively, subject to approval of the members in the ensuing Annual General Meeting.

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board at its meeting held on May 22, 2024 has appointed Mr. Rajat Jain (DIN: 10628142) and Mrs. Rachna Lodha (DIN: 07153563) as Additional Directors (Category: Professional / Non-Executive Director) of the Company and also recommended for their appointment as Independent Directors for a first term of five years with effect from May 22, 2024, subject to approval of the members in the ensuing Annual General Meeting.

Detailed profiles of the Directors are provided in the Explanatory statement to the Notice of the Annual General Meeting of the Company.

During the year, Mr. Jagdish Prasad Goenka (DIN:00136782), Non-Executive Director (Chairman) retired at the Annual General Meeting held on July 27, 2023.

The Board placed on record its appreciation for the guidance given, contribution made, and valuable services rendered by Mr. Jagdish Prasad during his tenure of chairmanship in the Company.

None of the Directors of your Company is disqualified under the provisions of Section 164(2)(a)&(b) of the Companies Act, 2013 and a certificate dated May 22, 2024 received from Company Secretary in Practice certifying that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of the Companies by

SEBI/Ministry of Corporate Affairs or any such statutory authority is annexed to the Corporate Governance Report.

The details of Key Managerial Personnel of the Company as per the provisions of Sec 203 of the Companies Act, 2013 are as follows:

a) Mr. Arvind Goenka, Chairman & Managing Director

b) Mr. Akshat Goenka, Jt. Managing Director

c) Mr. Anurag Jain, Chief Financial Officer

d) Mr. Pranab Kumar Maity, Company Secretary

During the financial year 2023-24, there was no change in the Key Managerial Personnel of the Company.

Mr. Akshat Goenka, Joint Managing Director of the Company who is also serving as Managing Director of Duncan Engineering Limited, the Subsidiary of the Company received H100 Lakh as remuneration from the Subsidiary Company during the year 2023-24.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Details of the separate meeting of Independent Directors held in terms of Schedule IV of the Act and Regulation 25(3) of the Listing Regulations are given in the Corporate Governance Report.

SHARE CAPITAL

During the year under review, there was no change in the share Capital of the Company. The issued, subscribed and paid-up share capital of your Company as on March 31, 2024 remain at H9,99,00,920/- (Rupees Nine crore ninety-nine lakh nine hundred twenty only) divided into 99,90,092 (Ninety-nine lakh ninety thousand ninety-two) equity shares of the face value of H10/-(Rupees Ten Only) each.

MEETINGS OF THE BOARD

During the year four Board Meetings were convened and held on May 19, 2023, August 03, 2023, October 26, 2023 and February 02, 2024. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The details of Board Meetings and attendance of each Directors have been provided in the Corporate Governance Report.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25(3) & (4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors at their meeting held on February 2, 2024 have evaluated the Performance of Non-Independent Directors, Chairperson of the Company after considering the views of the Executive and Non-Executive Directors, Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Company''s Management and the Board. The Nomination

and Remuneration Committee has also carried out an evaluation of the performance of every Director of the Company. Based on evaluation made by the Independent Directors and the Nomination and Remuneration Committee and by way of individual and collective feedback from the Non-Independent Directors, the Board has carried out the Annual Performance Evaluation of the Directors individually as well as evaluation of the working of the Board as a whole and Committees of the Board. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.

The Independent Directors are regularly updated on industry & market trends, plant process, and operational performance of the Company etc. through presentations in this regard. They are also periodically kept aware of the latest developments in Corporate Governance, their duties as directors and relevant laws.

AUDIT COMMITTEE

As on March 31, 2024, the Audit Committee of the Board of Directors of the Company consists of two Non-Executive Independent Directors and one promoter Director with Mr. Om Prakash Dubey as Chairman, Mr. Suman Jyoti Khaitan and Mr. Akshat Goenka, Joint Managing Director as members. The Company Secretary is the Secretary of the Committee. The Chief Financial Officer and Auditors are permanent invitees to the committee meetings. The Committee met 4 (four) times during the year on May 19, 2023, August 03, 2023, October 26, 2023 and February 2, 2024.

The Committee, inter alia, reviews the financial statements before they are placed with the Board, Internal Control System and Reports of Internal Auditors and Compliance of various Regulations. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report.

Your Company has a well-structured Internal Audit System commensurate with its size and operations. During the year there were no instances where the Board had not accepted the recommendations of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

As on March 31, 2024, the Nomination and Remuneration Committee consists of three Non-Executive Independent Directors with Mr. Om Prakash Dubey as Chairman, Mr. Kailasam Raghuraman and Mrs. Runa Mukherjee, as members. The Committee, inter alia, identifies people who are qualified to become directors and who may be appointed in key management positions and senior management. The Committee also finalizes their remunerations. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report. The Committee met once during the year on May 19, 2023.

STAKE HOLDER''S RELATIONSHIP COMMITTEE

As on March 31,2024, the Stakeholders'' Relationship Committee comprises of one Independent Director Mr. Suman Jyoti Khaitan as Chairman, Executive Directors Mr. Arvind Goenka and Mr. Akshat Goenka as members. The Committee, inter alia, reviews the grievance of the security holders of the Company and redressal thereof. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report. The Committee met three (3) times during the year on June 26, 2023, September 15, 2023 and January 12, 2024.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As on March 31, 2024, the Corporate Social Responsibility Committee (CSR Committee) consists of two Independent Directors, Mr. Suman Jyoti Khaitan as Chairman and Mr. Kailasam Raghuraman, Member and one Executive Director Mr. Arvind Goenka as member. The Committee met twice during the year on May 19, 2023 and February 2, 2024. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report.

The CSR Committee of the Company has laid down the policy to meet the Corporate Social Responsibility objectives of the Company. The CSR Policy may be accessed on the Company''s website at https://occl-web.s3.ap-south-1.amazonaws.com/ wp-content/uploads/2020/12/CSR-Policy.pdf.The CSR Policy defines activities prescribed as CSR activity which comply with the relevant Rules of Companies Act, 2013. The focus areas taken in the policy are Education, Health care and family welfare, Environment and Safety, contribution to any relief fund setup by the Government of India and any State Government.

The Average Net Profits of the Company for the last three financial years was H6698.2 Lakh and accordingly the prescribed CSR expenditure during the year under review should not be less than H134 Lakh (i.e., 2% of the Average Net Profits of the Company for the last three financial years). H134.35 Lakh were spent on CSR activities and projects undertaken during the year. The Annual Report on CSR activities is annexed as "Annexure - A" to this Report.

RISK MANAGEMENT COMMITTEE

As on March 31, 2024, the Risk Management Committee (RMC), comprises of two Non-Executive Independent Directors, Mr. Kailasam Raghuraman as Chairman, Mrs. Runa Mukherjee, Member and one Executive Director, Mr. Akshat Goenka, Member. Mr. Vijay Sabarwal, President-Operation and Mr. Muneesh K Batta, VP-Marketing as Members of the Committee. The RMC inter alia, identifies and monitors the Key risk elements associated with the business of the Company. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report. The Committee met twice during the year under on July 15, 2023 and January 10, 2024.

RISK MANAGEMENT

The Company has a risk management policy in order to, inter alia, ensure the proper risk identification, evaluation, assessment, mitigation and monitoring. Further, the risk management policy also provides a demarcation of the role of the Board of Directors, Audit Committee and Risk management Committee for the purpose of effective risk management. The major risk elements associated with the business and functions of the Company have been identified and are being addressed systematically through mitigating action on a continuous basis. Audit Committee and Risk Management Committee, under the supervision of the Board, periodically review and monitor the steps taken by the company to mitigate the identified risk elements.

The Risk Assessment is also discussed in the Management Discussion and Analysis Report attached to this report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place an established internal control system including internal financial Controls designed to ensure proper recording of financial and operational information, compliance of various internal controls and other regulatory and statutory compliances. Self-certification exercise is also conducted by which senior management certifies effectiveness of the internal control system of the Company. Internal Audit is conducted throughout the organization by qualified outside Internal Auditors. Findings of the internal Audit Report are reviewed by the top Management and by the Audit Committee of the Board and proper follow-up action are ensured wherever required. The Statutory Auditors have evaluated the system of internal controls including internal financial control of the Company and have reported that the same are adequate and commensurate with the size of the Company and nature of its business. The Audit Committee of the Board, from time to time, evaluated the adequacy and effectiveness of internal financial control of the Company with respect to: -

1. Systems and Standard Operating Procedures (SOP) to ensure that all transactions are executed in accordance with management''s general and specific authorization.

2. Systems and SOPs exist to ensure that all transactions are recorded as necessary to permit preparation of Financial Statements in conformity with Generally Accepted Accounting Principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information.

3. Access to assets is permitted only in accordance with management''s general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.

4. The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to differences, if any.

5. Proper systems are in place for prevention and detection of fraud and errors and for ensuring adherence to the Company''s policies.

VIGIL MECHANISM

Pursuant to the provisions ofSection 177(9) & (10) ofthe Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a ''Whistle Blower Policy'' to establish Vigil Mechanism is in place for directors, employees and other stake holders to report genuine concerns. The policy is revised from time to time to realign it with applicable regulations or organization''s requirements. The latest policy is available on the website of the Company and the web link of the same is given as under: https://occl-web.s3.ap-south-1.amazonaws.com/wp-content/uploads/2020/12/Vigil-Mechanism-Policy.pdf.

This policy provides a process to disclose information, confidentially and without fear of reprisal or victimization, where there is reason to believe that there has been serious malpractice, fraud, impropriety, abuse or wrongdoing within the Company.

The Company ensures that no person is denied access to the Audit Committee.

POLICY ON NOMINATION AND REMUNERATION

The summary of Remuneration Policy of the Company prepared in accordance with the provisions of Section 178 of the Companies Act, 2013 read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the Corporate Governance Report. The Remuneration Policy of the Company is approved by the Board of Directors and is uploaded on the website of the Company. The weblink to the remuneration policy is as under: https://s3-ap-south-1. amazonaws.com/occl-web/wp-content/uploads/2019/12/ Remuneration_Policy_OCCL.pdf.

POLICY ON DIRECTORS'' APPOINTMENT

The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, skill and experience that are required of the members of the Board. The members of the Board should possess the expertise, skills and experience needed to manage and guide the Company in the right direction and to create value for all stakeholders. The members of the Board should be eminent people of proven competency and integrity with an established track record. Besides having financial literacy, experience, leadership qualities and the ability to think strategically, the members are required to have a significant degree of commitment to the Company and should devote adequate time in preparing for the Board meeting and attending the same. The members of the Board of Directors are required to possess the education, expertise, skills and experience in various sectors and industries needed to manage and guide the Company. The members are also required to look at strategic planning and policy formulations.

The independent members of the Board should not be related to any executive or independent director of the Company or any of its subsidiaries. They are not expected to hold any executive or independent positions in any entity that is in direct competition with the Company. Board members are expected to attend and participate in the meetings of the Board and its Committees, as relevant. They are also expected to ensure that their other commitments do not interfere with the responsibilities they have by virtue of being a member of the Board of the Company. While reappointing Directors on the Board and Committees of the Board, the contribution and attendance record of the Director concerned shall be considered in respect of such reappointment. The Independent Directors shall hold office as a member of the Board for maximum terms as per the provisions of the Companies Act, 2013 and the rules made thereunder, in this regard from time to time, and in accordance with the provisions of the Listing Regulations. The appointment of Directors shall be formalized through a letter of appointment.

The Executive Directors, with the prior approval of the Board, may serve on the Board of any other entity if there is no conflict of interest with the business of the Company.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arms'' 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 related party transactions are placed before the Audit Committee and given in the notes annexed to and forming part of this Financial Statement. The approved policy on Related Party Transactions as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also available on the website of the Company. The weblink to the same is as under: https://s3-ap-south-1.amazonaws.com/occl-web/wp-content/ uploads/2022/04/Related-Party-Transaction-Policy.pdf.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Directors state that:

a) In preparation of the annual accounts for the financial year ended March 31,2024, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any.

b) The Directors have selected such Accounting Policies as listed in the Financial Statements and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year as on March 31,2024, and of the profits of the Company for that period.

c) The Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance

with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the annual accounts on a going concern basis.

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

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

CHANGE IN THE NATURE OF BUSINESS

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

INSURANCE

The Company''s properties, including building, plant & machineries, and stocks, among others, are adequately insured against risks.

PUBLIC DEPOSITS

Fixed Deposits from public outstanding with your Company at the end of the financial year stood at H1,25,000/-. which were due for repayment on or before March 31, 2024 but not claimed by the depositors by the said date. The Company has stopped accepting new deposits and no deposits were accepted during the year.

LISTING OF SHARES

The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code No. 506579 and on National Stock Exchange of India Limited (NSE) with scrip symbol OCCL. The Company confirms that the annual listing fees for both the stock exchanges for the financial year 2024-25 have been duly paid.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

AUDITORS AND THEIR REPORT

a. Statutory Auditors:

The Shareholders of the Company at the 42^nd Annual General Meeting (AGM) held on September 05, 2022 had approved the appointment of M/s. S S Kothari Mehta & Co. LLP (Previously M/s. S S Kothari Mehta & Co.), Chartered Accountants (ICAI Firm Registration No. 000756N/N500441) as the Statutory Auditors of the Company pursuant to

Section 139 of the Companies Act, 2013 for a term of 5 years from the conclusion of 42^nd AGM till the conclusion of 47^th AGM to be held in financial year 2027-28.

The Statutory Auditors'' Report on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31,2024 forms part of this Annual report. The statutory audit report is self-explanatory and there are no qualification, reservation and adverse remarks or disclaimer by the statutory auditor in the Statutory Audit Report.

b. Secretarial Auditors:

The Board of Directors of the Company at their meeting held on February 2, 2024, appointed Mr. Pawan Kumar Sarawagi, Practicing Company Secretary of M/s. P Sarawagi & Associates having office at Narayani Building, Room No.107, First Floor, Brabourne Road, Kolkata - 700001 for conducting the Secretarial Audit of the Company for the financial year 2023-24.

The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2024, is annexed herewith as "Annexure - B".

The Secretarial Audit Report for the Financial Year 2023-24 does not contain any qualification, reservation, adverse remark or disclaimer.

c. Cost Auditors:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company relating to Insoluble Sulphur plants located at Dharuhera, Haryana is required to be audited. Your Board had on the recommendation of the Audit Committee, appointed Messrs J K Kabra & Co., Cost Accountants to audit the cost accounts of the Company for the financial year 2023-24 on a remuneration of H1.4 Lakh. The Cost Audit Report for the year ended March 31,2023 has been submitted to the Ministry of Corporate Affairs within stipulated time period.

As required under the Companies Act, 2013, the remuneration payable to Cost Auditors is required to be placed before the members in a General Meeting for their ratification. Accordingly, a Resolution seeking member''s ratification for remuneration payable to M/s. J K Kabra & Co., Cost Auditors is included in item no. 4 of the Notice convening the Annual General Meeting.

Annual Return of the Company

In accordance with Section 134(3)(a) of the Companies Act, 2013 read with sub-section (3) of section 92 of the Act, the Annual Return as on March 31, 2024 will be made available on the website of the Company at the link : https://www.occlindia.com/ annual-returns/.

CORPORATE GOVERNANCE

A detailed Report on Corporate Governance for the financial year 2023-24, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 along with an Auditors'' Certificate on compliance with the conditions of Corporate Governance is annexed to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the financial year 2023-24, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given as a separate statement in the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report, describing the initiatives taken by the Company from an environmental, social, governance and sustainability perspective is attached and forms part of the Annual Report.

CEO AND CFO CERTIFICATION

Pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO and CFO certification as specified in Part B of Schedule II thereof is annexed to the Corporate Governance Report. The Managing Director & CEO and the Chief Financial Officer also provide quarterly certification on Financial Results while placing the Financial Results before the Board in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

The Code of Conduct for Directors and Senior Management Personnel is posted on the Company''s website. The Managing Director & CEO of the Company has given a declaration that all Directors and Senior Management Personnel concerned affirmed compliance with the code of conduct with reference to the financial year ended on March 31, 2024. The declaration is annexed to the Corporate Governance Report.

COMPLIANCE OF SECRETARIAL STANDARDS

The company has complied with all the mandatorily applicable secretarial standards issued by The Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

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

As required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules 2014, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed to this Report as "Annexure - C".

RESEARCH & DEVELOPMENT

Research & Development is fundamental to the Company''s efforts to maintain the technical and quality edge for the product. A full in-house Research & Development team works on a continuous basis to improve the quality of the product and its properties. New Grades are also being developed to meet customers varied requirements. Research in the areas of improving and streamlining process parameters and rationalizing fuel consumption is also being carried out. Help of accredited independent laboratories is also taken as and when required for studying and evolving critical parameters.

The Company''s Research and Development Facility is approved by Department of Scientific and Industrial Research, Ministry of Science and Technology, Government of India.

The R&D lab is regularly augmented by acquiring state-of-the-art analytical and process equipment to help with faster and detailed analysis. Further, pilot plants, as required, are being set up to validate the research findings. The details of some specific R&D activities carried out and benefits derived from them have been annexed to this report.

POLLUTION CONTROL AND SAFETY

Your Company''s Plants have all the requisite Pollution Control Equipments and meet all the desired and statutory norms in this regard. The Company places the highest emphasis on the safety of its personnel and plants. All the statutory requirements in terms of safety are followed and exceeded. The Insoluble Sulphur Units of the Company enjoy IATF 16949, ISO 9001, ISO 14001, and ISO 45001 Certification. The Company has started using Natural Gas in place of liquid fuels at its Dharuhera Plant and Propane at its Mundra Plant, the backup DG set at Dharuhera plants has also been converted to dual fuels sets, thus contributing to reduction of pollution. Rooftop solar plants of capacity 858 KWp and 500 KWp are installed at Dharuhera and Mundra Plants, respectively for captive consumption. A power turbine of 485 KWH capacity to be run on surplus steam of Sulphuric Acid plant has been commissioned during the year. Projects to reduce fuel consumption and thus reduce gas emission are taken on a continuous basis.

PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is marked as ''Annexure - D'', which is annexed hereto and forms a part of the Boards'' Report.

FRAUD REPORTING

There was no fraud reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013, to the Audit Committee or the Board of Directors during the year under review.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company sends reminder letters to all members whose dividends are unclaimed so as to ensure that they receive their rightful dues. Your Company has also uploaded on its website, www.occlindia.com, information regarding unpaid/unclaimed dividend amounts lying with your Company.

During FY 2023-24, the unclaimed dividend amount of H12,03,285/- and H7,36,221/- towards the unpaid dividend account of the Company for the financial year 2015-16 (Final Dividend) and 2016-17 (Interim Dividend) were transferred to Investor Education and Protection Fund. The said amount had remained unclaimed for seven years, despite reminder letters having been sent to each of the members concerned.

Pursuant to Section 124(6) of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and its amendments, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the Company in the demat account of Investor Education and Protection Fund ("IEPF") Authority (the "Authority") as per the procedure mentioned in the said Rules. Accordingly, your Company has transferred 11161 Equity shares of H10/- each to the demat account of the Authority and in terms of the said Rules.

Members may note that unclaimed dividend and shares transferred to the demat account of the Authority can be claimed back by them from IEPF Authority by following the procedure mentioned in the said Rules.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at

the Workplace (Prevention, Prohibition & Redressal) Act, 2013 covering all employees of the Company. The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No case was filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 during the year under review.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY''S OPERATIONS IN FUTURE

Except the details given above regarding the approval of the Scheme of arrangement, there are no orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future..

GREEN INITIATIVES

A Green Initiative has been undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report etc. to shareholders at their e-mail address previously registered with the DPs and RTAs.

To support this Initiative, Members who have not registered their email addresses are requested to register the same with the Company''s Registrar and Share Transfer Agent/Depositories for receiving all communications, including Annual Report, Notices, Circulars, etc., from the Company electronically.

Pursuant to the MCA, SEBI Circulars the Notice of the 44^th AGM and the Annual Report of the Company for the financial year ended March 31, 2024 including therein the Audited Financial Statements for the year 2023-24, are being sent only by email to the Members.

ACKNOWLEDGMENTS

The Board places on record its appreciation of the support and assistance of various Banks, Government Agencies, Suppliers, valued Customers and the shareholders in particular and looks forward to their continued support. Relations between your Company and its employees remain cordial and the Directors wish to express their appreciation for the co-operation and dedication of all employees of the Company.

On behalf of the Board of Directors Arvind Goenka Akshat Goenka

Place: Noida Managing Director Jt. Managing Director

Date: May 22, 2024 DIN-00135653 DIN:07131982

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Mar 31, 2023

Your Directors are pleased to present the 43rd Annual Report along with the Audited Annual Financial Statements (including Audited Consolidated Financial Statements) of the Company for the Financial Year ended March 31,2023.

SUMMARY OF FINANCIAL RESULTS

Particulars	For the Year ended 31.03.2023	For the Year ended 31.03.2022
Net Sales/Income from Operations	46,485.72	38,778.76
Other Income	259.35	770.12
Total Revenue	46,745.07	39,548.88
Profit/(Loss) Before Taxation	5,748.92	5,484.37
Provision for Taxation *	(1,378.16)	(1,489.63)
Profit/(Loss) after Taxation	4,370.76	3,994.74
Other Comprehensive Income/(loss)(Net of Tax)	686.99	157.70
Amount Available for Appropriation	56,197.63	53,567.10
Appropriation:
Interim Dividend on Equity Shares	699.31	699.31
Final Dividend for Previous Year	699.31	999.01
Balance Carried to Balance Sheet	54,799.01	51,868.78

* Including H3,76.87 Lakhs Deferred Tax (Previous year H5,37.94 Lakh

OPERATIONS

Insoluble Sulphur

Revenue from the operations of the Company registered a 20% growth (20% in Insoluble Sulphur) over the previous year which was mainly due to higher sales realisations on the back of higher input costs, including freight, during the year. Operating profit Increased by 14% over previous year. Sales volume remained flat during the year.

Though Domestic market of Insoluble Sulphur grew marginally, Export sales were adversely affected, mainly in Europe, due to Russia -Ukraine war and its economic repercussions in the region.

Sulphuric Acid & Oleum

Sales volume during FY 22-23 was higher than the previous year by about 29% after capacity addition. Though realization per metric ton was marginally higher than the previous year, margins were lower due to high raw material cost and new capacity addition in the region.

FUTURE PROSPECTS

Insoluble Sulphur

India emerged as the second fastest-growing G20 economy in FY 2022-23, The demand is expected to further pick up in the FY23-24 on account of recovery in Auto and Tyre market in India. The demand in Europe which is the second largest market for your Company has been sluggish due to the Russian-Ukraine war. The resultant energy crisis and economic disruption further led tyre companies to cut down production. This slowdown in Europe is expected to continue and may affect sales in H1 of FY 23-24 also. The other factor which might have adverse impact on demand is if recession occurs in other major economies such as USA.

After much volatility in FY22-23, raw material prices are now stabilizing. Freight rates have fallen sharply and have reached pre-covid levels, these factors will help the competitiveness of your Company while selling in various parts of the world.

Apart from growth in the domestic market, business from new

geographies and customers should help ramp up sales in the second half of the year.

Sulphuric Acid & Oleum

Contributions are expected to be under pressure going forward due to increased production capacities in the region and further capacities expected to be added during the year.

CREDIT RATING

During the year under review, the Company received credit ratings from ICRA Limited. The Rating Committee of ICRA Limited, after due consideration, re-affirmed the short-term rating of [ICRA]A1 (pronounced ICRA A one plus) and a long-term rating of [ICRA]AA- (pronounced ICRA Double A minus). The Rating has been placed under watch with developing implications.

SUBSIDIARY, ASSOCIATES AND JOINT VENTURES

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, statement containing salient features of standalone financial statements of subsidiaries in Form AOC-1 is attached to the Financial Statements in a separate section and forms part of this Report. The Company has no Associate or Joint Venture Company. The separate audited accounts of the Subsidiary Companies are available on the website of the Company www.occlindia.com. Brief details of the performance of the subsidiaries of the Company are given below:

The subsidiary, Duncan Engineering Limited, registered a gross turnover of H7,158.13 Lakh during the current Financial Year against H5,637.74 Lakh during FY 2021-22. The Subsidiary reported a profit after tax of H990.35 Lakh (Previous Year Profit H624.47 Lakh).

During the year under review, the Company incorporated a wholly owned subsidiary namely OCCL Limited on April 25, 2022 to carry on the business and manufacturing sale and purchases of all types of chemical products. The subsidiary has not started its operations during the Financial Year ended March 31,2023.

In accordance with the third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its Standalone and the Consolidated Financial Statements would be placed on the website of the Company. Further, as per provisions of the said Section, audited Annual Accounts of subsidiary companies would also be placed on the website of the Company at www.occlindia.com. Shareholders interested in obtaining a copy of the Annual Accounts of the subsidiary companies may write to the Company Secretary at the Company''s corporate office or may drop a mail at [email protected].

The Company does not have any material unlisted subsidiary in the immediately preceding accounting year. However, as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI has made it mandatory for all listed companies

to formulate a policy for determining ''material'' subsidiaries. Accordingly, a policy on ''material'' subsidiaries was formulated by the Audit Committee of the Board of Directors and same is also posted on the website of the Company and may be accessed at https://s3-ap-south-1.amazonaws.com/occl-web/wp-content/ uploads/2022/07/Policy-on-Material-Subsidiaries.pdf.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements of the Company prepared in accordance with the Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and Indian Accounting Standard 110 on Consolidated Financial Statements are provided in the Annual Report.

RESERVES

Your Directors do not propose to transfer any amount to the General reserves and entire amount of profit for the year forms part of the ''Retained Earnings''.

DIVIDEND

Your Directors recommended a Final Dividend of H7/- per share on the Company''s 99,90,092 equity shares of H10/- each (70%) for the Financial Year 2022-23, in its meeting held on May 19, 2023. The Final dividend on equity shares, if declared as above, would entail a total outflow of H699.31 Lakh. The Dividend payment is subject to approval of Shareholders in the ensuing Annual General Meeting. With this the total dividend for the year, including interim dividend of H7/- per share (70%) already paid, comes to H14/- per share (140%). The dividend payout is in accordance with the dividend distribution policy of the Company. The dividend distribution policy of the Company can be accessed at https://s3-ap-south-1.amazonaws.com/occl-web/wp-content/ uploads/2021/08/OCCL_Dividend-Distribution-Policy.pdf.

SCHEME OF ARRANGEMENT

The Board of Directors at their meeting held on May 24, 2022 had approved a scheme of arrangement between Oriental Carbon & Chemicals Limited and OCCL Limited (''a Wholly Owned Subsidiary of the Company''), whereby the Chemical business of Oriental Carbon & Chemicals Limited would be demerged into OCCL Limited and the Company will continue with its investment and other businesses, subsidiary and other assets with effect from the Effective Date.

The Scheme was approved by the shareholders and unsecured creditors of the Company by requisite majority at their meetings held on April 27, 2023 and May 02, 2023 respectively. The Secured Creditors have already given their consent to the Scheme. On receipt of the approval of the shareholders and unsecured creditors, the Company has filed requisite application with the Hon''ble National Company Law Tribunal (''NCLT''), Ahmedabad Bench with the prayer to sanction the Scheme. As of the date

of approval of the financial statements by the Board, the said Scheme is awaiting approval from the NCLT.

MATERIAL CHANGES

During the year under review, the Registered Office of the Company was shifted from the State of West Bengal to the State of Gujarat. Consequently, the Corporate Identification Number of the Company changed to L24297GJ1978PLC133845.

There have been no other material changes and commitments affecting the financial position of the Company since the close of financial year ended March 31,2023 and to the date of this report. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013, and the Article of Association of the Company, Mr. Jagdish Prasad Goenka (DIN:00136782), Director and Chairman of the Board is due to retire by rotation at the forthcoming Annual General Meeting. He has not offered himself for reappointment and it is not proposed to appoint anyone to the vacancy so created.

During the year, Ms. Kiran Sahdev (DIN:06718968) Non-Executive Nominee Director (LIC of India) has stepped down from the Board of the Company on account of personal reason with effect from September 08, 2022. As per the representation received from LIC of India, the Company has appointed Mr. Sanjay Verma as a NonExecutive Nominee Director w.e.f. November 07, 2022.

The Board placed on record its appreciation for the guidance given, contribution made and valuable services rendered by Mr. Jagdish Prasad Goenka and Ms. Kiran Sahdev during their tenure of Directorship in the Company.

The Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on May 19, 2023 have recommended for the re-appointment of Mr. Arvind Goenka [DIN: 00135653] as Managing Director and Mr. Akshat Goenka [DIN: 07131982] as Joint Managing Director of the Company for a tenure of one year, from October 01, 2023 and June 01, 2023, respectively, subject to approval of the members in the ensuing Annual General Meeting.

Their detailed profile is provided in the Explanatory statement to the Notice of the Annual General Meeting of the Company.

None of the Directors of your Company is disqualified under the provisions of Section 164(2)(a)&(b) of the Companies Act, 2013 and a certificate dated May 19, 2023 received from Company Secretary in Practice certifying that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of the Companies by

SEBI/Ministry of Corporate Affairs or any such statutory authority is annexed to the Corporate Governance Report.

The details of Key Managerial Personnel of the Company as per the provisions of Sec 203 of the Companies Act, 2013 are as follows:

a) Mr. Arvind Goenka, Managing Director

b) Mr. Akshat Goenka, Jt. Managing Director

c) Mr. Anurag Jain, Chief Financial Officer

d) Mr. Pranab Kumar Maity, Company Secretary

During the financial year 2022-23, there was no change in the Key Managerial Personnel of the Company.

Mr. Akshat Goenka, Joint Managing Director of the Company who is also serving as Managing Director of Duncan Engineering Limited, the Subsidiary of the Company received H0.12 Lakh as remuneration and H66.92 Lakh as commission from the Subsidiary Company during the year 2022-23.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Details of the separate meeting of Independent Directors held in terms of Schedule IV of the Act and Regulation 25(3) of the Listing Regulations are given in the Corporate Governance Report.

SHARE CAPITAL

During the year under review, there was no change in the share Capital of the Company. The issued, subscribed and paid-up share capital of your Company as on March 31, 2023 remain at H9,99,00,920/- (Rupees Nine crore ninety-nine Lakh nine hundred twenty only) divided into 99,90,092 (Ninety-nine Lakh ninety thousand ninety-two) equity shares of the face value of H10/-(Rupees Ten Only) each.

MEETINGS OF THE BOARD

During the year four Board Meetings were convened and held on May 24, 2022, July 29, 2022, November 07, 2022 and February 08, 2023. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The details of Board Meetings with regard to dates and attendance of each Directors have been provided in the Corporate Governance Report.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25(3) & (4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors at their meeting held on February 08, 2023 have evaluated the Performance of Non-Independent Directors, Chairperson of the Company after considering the views of the Executive and Non-Executive Directors, Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Company''s Management and the Board. The

Nomination and Remuneration Committee has also carried out an evaluation of the performance of every Director of the Company. Based on evaluation made by the Independent Directors and the Nomination and Remuneration Committee and by way of individual and collective feedback from the Non-Independent Directors, the Board has carried out the Annual Performance Evaluation of the Directors individually as well as evaluation of the working of the Board as a whole and Committees of the Board. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.

The Independent Directors are regularly updated on industry & market trends, plant process, and operational performance of the Company etc. through presentations in this regard. They are also periodically kept aware of the latest developments in Corporate Governance, their duties as directors and relevant laws.

AUDIT COMMITTEE

As on March 31, 2023, the Audit Committee of the Board of Directors of the Company consists of two Non-Executive Independent Directors and one promoter Director with Mr. Om Prakash Dubey as Chairman, Mr. Suman Jyoti Khaitan and Mr. Akshat Goenka, Joint Managing Director as Member. The Company Secretary is the Secretary of the Committee. The Chief Financial Officer and Auditors are permanent invitees to the committee meetings. The Committee met 4 (four) times during the year on May 24, 2022, July 29, 2022, November 07, 2022 and February 08, 2023.

The Committee, inter alia, reviews the financial statements before they are placed before the Board, Internal Control System and Reports of Internal Auditors and Compliance of various Regulations. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report.

Your Company has a well-structured Internal Audit System commensurate with its size and operations. During the year there were no instances where the Board had not accepted the recommendations of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

As on March 31, 2023, the Nomination and Remuneration Committee consists of three Non-Executive Independent Directors with Mr. Om Prakash Dubey as Chairman, Mr. Kailasam Raghuraman and Mrs. Runa Mukherjee, as members. The Committee, inter alia, identifies people who are qualified to become directors and who may be appointed in key management positions and senior management. The Committee also finalises their remunerations. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report. The Committee met once during the year on May 24, 2022.

Mrs. Runa Mukherjee was appointed as a member of the Committee with effect from November 07, 2022, in place of Ms. Kiran Sahdev, who resigned with effect from September 08, 2022.

STAKE HOLDER''S RELATIONSHIP COMMITTEE

As on March 31, 2023, the Stakeholders'' Relationship Committee comprises of one Independent Director Mr. Suman Jyoti Khaitan as Chairman, Executive Directors Mr. Arvind Goenka and Mr. Akshat Goenka as members. The Committee, inter alia, reviews the grievance of the security holders of the Company and redressal thereof. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report. The Committee met five (5) times during the year on May 24, 2022, July 29, 2022, September 27, 2022, October 12, 2022 and January 10, 2023.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As on March 31, 2023, the Corporate Social Responsibility Committee (CSR Committee) consists of two Independent Directors, Mr. Suman Jyoti Khaitan as Chairman and Mr. Kailasam Raghuraman, Member and one Executive Director Mr. Arvind Goenka as member. The Committee met twice during the year on May 24, 2022 and February 08, 2023. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report.

The CSR Committee of the Company has laid down the policy to meet the Corporate Social Responsibility objectives of the Company. The CSR Policy may be accessed on the Company''s website at https://occl-web.s3.ap-south-1.amazonaws.com/ wp-content/uploads/2020/12/CSR-Policy.pdf. The CSR Policy includes activities prescribed as CSR activity as per the Rules of Companies Act, 2013. The focus areas taken in the policy are Education, Health care and family welfare, Environment and Safety, contribution to any relief fund setup by the Government of India and any State Government.

The Average Net Profits of the Company for the last three financial years is H7,595.87 Lakh and accordingly the prescribed CSR expenditure during the year under review should not be less than H151.92 Lakh (i.e., 2% of the Average Net Profits of the Company for the last three financial years). H152.58 Lakh were spent on CSR activities and projects undertaken during the year. The Annual Report on CSR activities is annexed as “Annexure A" to this Report.

RISK MANAGEMENT COMMITTEE

As on March 31, 2023, the Risk Management Committee (RMC), comprises of two Non-Executive Independent Directors, Mr. Kailasam Raghuraman as Chairman, Mrs. Runa Mukherjee, Member and one Executive Director, Mr. Akshat Goenka, Member. Mr. Vijay Sabarwal, President-Operation and Mr. Muneesh K Batta, VP-Marketing as Members of the Committee. The RMC inter alia,

identifies and monitors the Key risk elements associated with the business of the Company. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report. The Committee met twice during the year on July 29, 2022 and January 18, 2023.

RISK MANAGEMENT

The Company has put in place a risk management policy in order to, inter alia, ensure the proper risk identification, evaluation, assessment, mitigation and monitoring. Further, the risk management policy also provides a demarcation of the role of the Board of Directors, Audit Committee and Risk management Committee for the purpose of effective risk management. The major risk elements associated with the business and functions of the Company have been identified and are being addressed systematically through mitigating action on a continuous basis. Audit Committee and Risk Management Committee, under the supervision of the Board, periodically review and monitor the steps taken by the Company to mitigate the identified risk elements.

The Risk Assessment is also discussed in the Management Discussion and Analysis Report attached to this report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place an established internal control system including internal financial Controls designed to ensure proper recording of financial and operational information, compliance of various internal controls and other regulatory and statutory compliances. Self-certification exercise is also conducted by which senior management certifies effectiveness of the internal control system of the Company. Internal Audit is conducted throughout the organization by qualified outside Internal Auditors. Findings of the internal Audit Report are reviewed by the top Management and by the Audit Committee of the Board and proper follow-up action are ensured wherever required. The Statutory Auditors have evaluated the system of internal controls including internal financial control of the Company and have reported that the same are adequate and commensurate with the size of the Company and nature of its business. The Audit Committee of the Board, from time to time, evaluated the adequacy and effectiveness of internal financial control of the Company with respect to: -

1. Systems have been laid to ensure that all transactions are executed in accordance with management''s general and specific authorization. There are well-laid manuals for such general or specific authorization.

2. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of Financial Statements in conformity with Generally Accepted Accounting Principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information.

3. Access to assets is permitted only in accordance with management''s general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.

4. The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to differences, if any.

5. Proper systems are in place for prevention and detection of fraud and errors and for ensuring adherence to the Company''s policies.

VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a ''Whistle Blower Policy'' to establish Vigil Mechanism for directors and employees to report genuine concerns has been framed. The policy is revised from time to time to realign it with applicable regulations or organizations suitability. The latest policy is available on the website of the Company and the web link of the same is given as under: https://occl-web.s3.ap-south-1.amazonaws.com/wp-content/uploads/2020/12/Vigil-Mechanism-Policy.pdf.

This policy provides a process to disclose information, confidentially and without fear of reprisal or victimization, where there is reason to believe that there has been serious malpractice, fraud, impropriety, abuse or wrongdoing within the Company. The Company ensures that no personnel is denied access to the Audit Committee.

POLICY ON NOMINATION AND REMUNERATION

The summary of Remuneration Policy of the Company prepared in accordance with the provisions of Section 178 of the Companies Act, 2013 read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the Corporate Governance Report. The Remuneration Policy of the Company is approved by the Board of Directors and is uploaded on the website of the Company. The weblink to the remuneration policy is as under: https://s3-ap-south-1. amazonaws.com/occl-web/wp-content/uploads/2019/12/ Remuneration_Policy_OCCL.pdf.

POLICY ON DIRECTORS'' APPOINTMENT

The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, skill and experience that are required of the members of the Board. The members of the Board should possess the expertise, skills and experience needed to manage and guide the Company in the right direction and to create value for all stakeholders. The members of the Board should be eminent people of proven competency and integrity with an established track record.

Besides having financial literacy, experience, leadership qualities and the ability to think strategically, the members are required to have a significant degree of commitment to the Company and should devote adequate time in preparing for the Board meeting and attending the same. The members of the Board of Directors are required to possess the education, expertise, skills and experience in various sectors and industries needed to manage and guide the Company. The members are also required to look at strategic planning and policy formulations.

The independent members of the Board should not be related to any executive or independent director of the Company or any of its subsidiaries. They are not expected to hold any executive or independent positions in any entity that is in direct competition with the Company. Board members are expected to attend and participate in the meetings of the Board and its Committees, as relevant. They are also expected to ensure that their other commitments do not interfere with the responsibilities they have by virtue of being a member of the Board of the Company. While reappointing Directors on the Board and Committees of the Board, the contribution and attendance record of the Director concerned shall be considered in respect of such reappointment. The Independent Directors shall hold office as a member of the Board for a maximum term as per the provisions of the Companies Act, 2013 and the rules made thereunder, in this regard from time to time, and in accordance with the provisions of the Listing Regulations. The appointment of Directors shall be formalised through a letter of appointment.

The Executive Directors, with the prior approval of the Board, may serve on the Board of any other entity if there is no conflict of interest with the business of the Company.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arms'' 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 related party transactions are placed before the Audit Committee and given in the notes annexed to and forming part of this Financial Statement. The approved policy on Related Party Transactions as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also available on the website of the Company. The weblink to the same is as under: https://s3-ap-south-1.amazonaws.com/occl-web/wp-content/ uploads/2022/04/Related-Party-Transaction-Policy.pdf.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Directors state that:

a) In preparation of the annual accounts for the financial year

ended March 31,2023, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any.

b) The Directors have selected such Accounting Policies as listed in the Financial Statements and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year as on March 31,2023, and of the profits of the Company for that period.

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

d) The Directors have prepared the annual accounts on a going concern basis.

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

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

CHANGE IN THE NATURE OF BUSINESS

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

INSURANCE

The Company''s properties, including building, plant & machineries, and stocks, among others, are adequately insured against risks.

PUBLIC DEPOSITS

Fixed Deposits from public outstanding with your Company at the end of the financial year stood at H1,25,000/-, which were due for repayment on or before March 31, 2023 but not claimed by the depositors by the said date. The Company has stopped accepting new deposits and no deposits were accepted during the year.

LISTING OF SHARES

The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code No. 506579 and on National Stock Exchange of India Limited (NSE) with scrip symbol OCCL. The Company confirms that the annual listing fees for both the stock exchanges for the financial year 23-24 have been duly paid.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

AUDITORS AND THEIR REPORT

a. Statutory Auditors:

The Shareholders of the Company at the 42nd Annual General Meeting (AGM) held on September 05, 2022, approved the appointment of M/s. S.S. Kothari Mehta & Company, Chartered Accountants (ICAI Firm Registration No. 000756N) as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013 for a term of 5 years from the conclusion of 42nd AGM till the conclusion of 47th AGM to be held in financial year 2027-28.

The Statutory Auditors'' Report on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31,2023 forms part of this Annual report. The statutory audit report is self-explanatory and there are no qualification, reservation and adverse remarks or disclaimer by the statutory auditor in the Statutory Audit Report.

b. Secretarial Auditors:

The Board of Directors of the Company at their meeting held on February 08, 2023, appointed Mr. Pawan Kumar Sarawagi, Practicing Company Secretary of M/s. P Sarawagi & Associates having office at Narayani Building, Room No.107, First Floor, Brabourne Road, Kolkata - 700001 for conducting the Secretarial Audit of the Company for the financial year 22-23.

Secretarial Audit Report in Form MR-3 for the financial year ended March 31,2023, is annexed herewith as ''''Annexure B".

The Secretarial auditor of the Company has given an unqualified report for the Financial Year 2022-23 except the following observation:

During the year under review the Company has generally complied with the applicable provisions of the acts, rules, regulations, standards, etc., except delay of 5 days in disclosure of Related Party Transactions for the half year ended March 31, 2022, which was required to be disclosed within 15 days from the date of publication of the financial statements, as stipulated in Regulation 23(9) of the SEBI LODR Regulations."

Explanations/comments by the Board on the Secretarial Auditors remark:

In terms of Securities and Exchange Board of India (''SEBI'') notification dated November 09, 2021, with effect from April 01,2022, the listed entity was required to submit to the stock exchanges disclosures of related party transactions within fifteen days from the date of publication of its standalone and consolidated financial results. However, the listing calendar of the exchanges was showing the timeline for disclosures under regulation 23(9) as 30 days from the date of publication of its standalone and consolidated financial

results for the half year ended March 31,2021.

In view of above, the Company assumed that, for the period ended March 31, 2022, the requirement of submission of disclosures under regulation 23(9) within thirty days from the date of publication of its standalone and consolidated financial results applies, the new requirement becoming applicable after that. The Company submitted the disclosures of related party transactions on a consolidated basis for the half year ended March 31,2022 on June 06, 2022, i.e., within twenty days from the date of publication of its standalone and consolidated financial results.

c. Cost Auditors:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company relating to insoluble Sulphur plants located at Dharuhera, Haryana is required to be audited. Your Board had on recommendation of the Audit Committee, appointed Messrs J K Kabra & Co., Cost Accountants to audit the cost accounts of the Company for the financial year 22-23 on a remuneration of H1.4 Lakh. The Cost Audit Report for the year ended March 31,2022 has been submitted to the Ministry of Corporate Affairs within stipulated time period.

As required under the Companies Act, 2013, the remuneration payable to Cost Auditors is required to be placed before the members in a General Meeting for their ratification. Accordingly, a Resolution seeking member''s ratification for remuneration payable to M/s. J K Kabra & Co., Cost Auditors is included in item no. 4 of the Notice convening the Annual General Meeting.

Annual Return of the Company

In accordance with Section 134(3)(a) of the Companies Act, 2013 read with sub-section (3) of section 92 of the Act, the Annual Return as on March 31, 2023 will be made available on the website of the Company at the link : https://www.occlindia.com/ annual-returns/.

CORPORATE GOVERNANCE

A detailed Report on Corporate Governance for the financial year 2022-23, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 along with an Auditors'' Certificate on compliance with the conditions of Corporate Governance is annexed to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the financial year 2022-23, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given as a separate statement in the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report, in lieu of the Business Responsibility Report, describing the initiatives taken by the Company from an environmental, social, governance and sustainability perspective is attached and forms part of the Annual Report.

CEO AND CFO CERTIFICATION

Pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO and CFO certification as specified in Part B of Schedule II thereof is annexed to the Corporate Governance Report. The Managing Director & CEO and the Chief Financial Officer also provide quarterly certification on Financial Results while placing the Financial Results before the Board in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

The Code of Conduct for Directors and Senior Management Personnel is posted on the Company''s website. The Managing Director & CEO of the Company has given a declaration that all Directors and Senior Management Personnel concerned affirmed compliance with the code of conduct with reference to the financial year ended on March 31, 2023. The declaration is annexed to the Corporate Governance Report.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with all the mandatorily applicable secretarial standards issued by The Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

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

As required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules 2014, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed to this Report as “Annexure C".

RESEARCH & DEVELOPMENT

Research & Development is fundamental to the Company''s efforts to maintain the technical and quality edge for the product. A full in-house Research & Development team works on a continuous basis to improve the quality of the product and its properties. New Grades are also being developed to meet customers varied requirements. Research in the areas of improving and streamlining process parameters and rationalizing fuel consumption is also

being carried out. Help of accredited independent laboratories is also taken as and when required for studying and evolving critical parameters.

The Company''s Research and Development Facility is approved by Department of Scientific and Industrial Research, Ministry of Science and Technology Government of India.

The R&D lab is regularly augmented by acquiring state-of-the-art analytical and process equipment to help with faster and detailed analysis. Further, pilot plants, as required, are being set up to validate the research findings. The details of some specific R&D activities carried out and benefits derived from them have been annexed to this report.

POLLUTION CONTROL AND SAFETY

Your Company''s Plants have all the requisite Pollution Control Equipment and meet all the desired and statutory norms in this regard. The Company places the highest emphasis on the safety of its personnel and plants. All the statutory requirements in terms of safety are followed and exceeded. The Insoluble Sulphur Units of the Company enjoy IATF 16949, ISO 9001, ISO 14001, and ISO 45001 Certification. The Company has started using Natural Gas in place of liquid fuels at its Dharuhera Plant and Propane at its Mundra Plant, the backup DG set at Dharuhera plants has also been converted to dual fuels sets, thus contributing to reduction of pollution. Rooftop solar plants of capacity 858 KWp and 500 KWp have been installed at Dharuhera and Mundra Plants, respectively for captive consumption. A zero-discharge water ETP has been commissioned to fully recycle wastewater at Dharuhera Plant. Projects to reduce fuel consumption and thus reduce gas emission are taken on a continuous basis.

PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is marked as "Annexure D", which is annexed hereto and forms a part of the Boards'' Report.

FRAUD REPORTING

There was no fraud reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013, to the Audit Committee or the Board of Directors during the year under review.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company sends reminder letters to all members whose dividends are unclaimed so as to ensure that they receive their rightful dues. Your Company has also uploaded on its website, www.occlindia.com, information regarding unpaid/unclaimed dividend amounts lying with your Company.

During FY 2022-23, the unclaimed dividend amount of H13,20,897/- and H7,58,382/- towards the unpaid dividend account of the Company for the financial year 2014-15 (Final Dividend) and 2015-16 (Interim Dividend) were transferred to Investor Education and Protection Fund. The said amount had remained unclaimed for seven years, despite reminder letters having been sent to each of the members concerned.

Pursuant to Section 124(6) of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and its amendments, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the Company in the demat account of Investor Education and Protection Fund ("IEPF") Authority (the "Authority") as per the procedure mentioned in the said Rules. Accordingly, your Company transfers the required equity shares to the demat account of the Authority and in terms of the said Rules.

Members may note that unclaimed dividend and shares transferred to the demat account of the Authority can be claimed back by them from IEPF Authority by following the procedure mentioned in the said Rules.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 covering all employees of the Company. The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No case was filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 during the year under review.

SOP FINES IMPOSED BY STOCK EXCHANGES

The National Stock Exchange of India Limited (NSE) and BSE

Limited (BSE) have levied a fine of H29,500/- each (including 18% GST) for delayed compliance under Regulation 29(3) of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015. The Company has paid the aforesaid fine to both the exchanges. The Company has filed an application for waiver of the fine and the matter is still under consideration of Exchanges.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY''S OPERATIONS IN FUTURE

During the period under review, there were no significant and material orders passed by any regulator / court / tribunal impacting the going concern status and the Company''s operations in future.

GREEN INITIATIVES

''Green Initiative'' undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report etc. to shareholders at their e-mail address previously registered with the DPs and RTAs.

To support the ''Green Initiative'', Members who have not registered their email addresses are requested to register the same with the Company''s Registrar and Share Transfer Agent/ Depositories for receiving all communications, including Annual Report, Notices, Circulars, etc., from the Company electronically.

Pursuant to the MCA, SEBI Circulars the Notice of the 43rd AGM and the Annual Report of the Company for the financial year ended March 31, 2023 including therein the Audited Financial Statements for the year 2022-2023, are being sent only by email to the Members.

ACKNOWLEDGMENTS

The Board places on record its appreciation of the support and assistance of various Banks, Government Agencies, Suppliers, valued Customers and the shareholders in particular and looks forward to their continued support. Relations between your Company and its employees remain cordial and the Directors wish to express their appreciation for the co-operation and dedication of all employees of the Company.

On behalf of the Board of Directors Arvind Goenka Akshat Goenka

Place: Noida Managing Director Jt. Managing Director

Date: May 19, 2023 DIN-00135653 DIN-07131982

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Mar 31, 2019

To the members

The Directors are pleased to present the 39th Annual Report along with the Audited Annual Financial Statements (including Audited Consolidated Financial Statements) of the Company for the Financial Year ended March 31, 2019.

1. SUMMARY OF FINANCIAL RESULTS

(Rs. in lakhs)

Particulars	For the year ended March 31, 2019	For the year ended March 31, 2018
Net Sales/Income from Operations	3,87,63.86	3,32,02.51
Other Income	9,40.12	5,43.97
Total Revenue	3,97,03.98	3,37,46.48
Profit/(Loss) Before Taxation	1,02,57.48	79,63.31
Provision for Taxation *	(28,83.34)	(22,88.30)
Profit/(Loss) after Taxation	73,74.14	56,75.01
Other Comprehensive Income(Net of Tax)	90.92	57.75
Amount Available for Appropriation	3,84,08.92	3,22,73.98
Appropriation:
Interim Dividend on Equity Shares	4,11.15	3,08.88
Tax on Interim Dividend	84.66	62.88
Final Dividend for Previous Year	7,20.72	7,20.72
Tax on Final Dividend	1,48.15	1,46.72
Balance Carried to Balance Sheet	3,70,44.24	3,10,34.78

* Including RS.(807.53 lakhs) Deferred Tax (Previous year RS.(5,96.11 lakhs)).

2. DIVIDEND

Your Directors are pleased to recommend Final Dividend of 80% on 99,90,092 Equity Shares (RS.8/- per share of RS.10 each) which is subject to the approval of Shareholders in the ensuing Annual General Meeting. With this, the total dividend for the year including interim dividend of 40% comes to 120%..

3. OPERATIONS

Insoluble Sulphur

The second phase of (5500MTPA) expansion of Insoluble Sulphur at Mundra, Gujarat was commissioned in July 2018. The Company achieved a revenue growth of about 15% in Insoluble Sulphur during the year. The additional quantities are being sold by meeting the increased demand in existing customer and addition of new geographies. Margins grew during the year mainly on account of favourable exchange rate even after absorbing the increase in Raw Material prices during the year.

The newly commissioned line at Mundra is expected to be ramped-up fully during the current financial year.

Sulphuric Acid & Oleum

The performance of Acid and Oleum was very good due to all time high margins on account of robust demand for the same in North India.

FUTURE PROSPECTS

Insoluble Sulphur

With all major global tyre companies in expansion mode, the outlook for the sales of our product looks positive. Investments in tyre industry are majorly happening in South East Asia, India, USA and Central Europe. These regions will be engines of growth for the industry. For the Company also these will be focus regions in future. The Company has approvals from some of the major tyre companies around the world and volumes are expected to grow as these companies execute their growth plans. Further some new approvals are also expected to come soon which will further add to our sales.

We have been successful in starting and growing sales in US market which is again looking up on account of curbs placed on Chinese tyre imports by US. Response for the Company’s products in this market has been good and it also offers a sufficient head room for growth. Apart from US, South East Asia looks promising where we are expecting sales to grow on account of some expected new approvals and additional plants being allocated by our existing customers.

The growth in the Indian market is expected to be high on the back of aggressive expansion plans of domestic tyre companies. The Company therefore, expects to maintain high growth rate in domestic market.

Keeping the above opportunities in mind, the Board of Directors has approved a brownfield capacity expansion of Insoluble Sulphur at its existing facilities in Dharuhera, Haryana at estimated cost of RS.216 Crores. The Expansion shall be in two phases of 5500 MTPA each. The first phase of expansion is expected to be commissioned in the third quarter of FY 20-21.

Sulphuric Acid & Oleum

The Demand of Acid continues to be normal. Contributions are expected to be under pressure going forward as two more plants of Sulphuric Acid (with combined capacity of about 250 MTPA) are being commissioned during the year in North India.

Along with the capacity expansion of Insoluble Sulphur, the Board has approved the expansion of Sulphuric Acid Production mainly with the view of providing steam for the Insoluble Sulphur Capacities.

4. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place an established internal control system including internal financial Controls designed to ensure proper recording of financial and operational information, compliance of various internal controls and other regulatory and statutory compliances. Self-certification exercise is also conducted by which senior management certifies effectiveness of the internal control system of the Company. Internal Audit is conducted throughout the organization by qualified outside Internal Auditors. Findings of the internal Audit Report are reviewed by the top Management and by the Audit Committee of the Board and proper follow up actions are ensured wherever required. The Statutory Auditors have evaluated the system of internal controls including internal financial control of the Company and have reported that the same are adequate and commensurate with the size of the Company and nature of its business.

5. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of the business of the Company during the year. The Company has only one subsidiary, namely Duncan Engineering Ltd (formerly known as Schrader Duncan Limited).

There were no significant and material orders passed by regulators or courts or tribunals impacting the going concern status and Company’s operations in future. There were no material changes and commitments affecting the financial position of the Company occurring between March 31, 2019 and the date of this report.

6. EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013 read with Section 92(3), an extract of Annual Return in the prescribed format i.e. Form MGT-9 is annexed as Annexure A which forms an integral part of this Report and is also available on the Company’s website viz. www.occlindia.com.

7. INSIDER TRADING REGULATIONS

Based on the requirements under the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Code of Conduct for prevention of insider trading is in force in your Company. The Board of Directors of the Company has adopted the revised Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information in compliance with Chapter IV of the said Regulations and the same has been uploaded on the Company’s website www. occlindia.com.

8. SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2019 was RS.9,99,00,920/- (Rupees Nine Crore Ninety Nine Lakh Nine Hundred Twenty Only) divided into 99,90,092 equity shares of RS.10/- each. During the year under review, the Company has not issued or allotted any securities. During the year, there was a reduction in the paid up equity share capital from B 10,29,60,620/- to RS.9,99,00,920/- on account of buyback of equity shares.

9. BUYBACK OF SHARES

During the year 2018-19, the Board ofDirectors of your Company at their meeting held on November 01, 2018, approved the buyback of the Company’s fully paid-up equity shares of the face value of RS.10 each at a maximum price of B 1,150/- Per Share up to total amount of buyback of RS.35 crores (Rupees thirty five crores only) from its members/beneficial owners, other than those who are promoters or persons in control of the Company and the promoter group, from the open market through the stock exchange mechanism i.e. using the electronic trading facilities of the BSE Limited and the National Stock Exchange of India Limited, where the equity shares are listed in accordance and consonance with the provisions contained in the Companies Act, 2013 (Act) and the provisions contained in the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 2018 (Buyback Regulations).

The buyback commenced on November 14, 2018 and closed on February 27, 2019. The Company bought back 3,05,970 equity shares at an average price of B 1,143/- per equity share for a total consideration of RS.34,97,24,253.85 (Rupees Thirty Four Crores Ninety Seven lakhs Twenty Four Thousand Two Hundred Fifty Three and Paisa Eighty Five Only) (excluding Transaction Costs), which represents 99.92% of the total approved amount of RS.35 Crores (Rupees Thirty Five Crores) towards Buy Back.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

As required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed to this Report as Annexure B.

11. RESEARCH & DEVELOPMENT

Research & Development is fundamental to the Company’s efforts to maintain the technical and quality edge for the product. A full in-house Research & Development team works on continuous basis to improve the quality of product and its properties. New Grades are also being developed to meet customers varied requirements. Research in the areas of reducing utility cost and process parameters improvement is also being done. Help of accredited independent laboratories is also taken as and when required for studying and evolving critical parameters.

The Company’s Research and Development Facility is approved by Department of Scientific and Industrial Research, Ministry of Science and Technology Government of India.

The R&D lab is regularly augmented by acquiring state of the art analytical and process equipments to help in faster and detailed analysis. Further, pilot plants, as required, are being set up to validate the research findings. The details of some specific R&D activities carried out and benefits derived out of them have been annexed to this report.

12. POLLUTION CONTROL

Your Company’s Plants have all the requisite Pollution Control Equipments and meets all the desired and statutory norms in this regard. The Insoluble Sulphur Units of the Company enjoys ISO-TS 16949:2009, EMS14001-2004 and OHSAS18001:2007 Certification. The Company has started using Natural Gas in place of Furnace Oil and other liquid fuels at its Dharuhera Plant thus helping in reduction of pollution.

13. STATUTORY AUDITORS AND AUDIT REPORT

Messrs S S Kothari Mehta & Co., Chartered Accountants, were appointed as Auditors of the Company for tenure of five years i.e. from the conclusion of 37th Annual General Meeting till the conclusion of the 42nd Annual General Meeting of the Company. The Auditors have confirmed their eligibility and qualification under Section 141 of Companies Act, 2013. As regards the comments in the Auditors’ Report, the relevant notes in the Accounts are self-explanatory and may be treated as information/ explanation submitted by the Board as contemplated under provisions of the Companies Act, 2013.

14. SECRETARIAL AUDIT

In compliance with the provisions of Sec 204 and other applicable provisions of Companies Act, 2013, a Secretarial Audit was conducted during the year by Secretarial Auditors M/s. S. Rath & Co. The Secretarial Auditor’s Report for the Financial Year ended March 31, 2019 is attached as Annexure C and form part of this report. There are no qualifications or observations or remarks made by the Secretarial Auditors in their Audit Report.

15. COST AUDIT

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company relating to insoluble Sulphur plants located at Dharuhera, Haryana is required to be audited. Your Board had, on recommendation of the Audit Committee, appointed Messrs J K Kabra & Co., Cost Accountants to audit the cost accounts of the Company for the financial year 2018-19. The Cost Audit Report for the year ended March 31, 2018 has been submitted to the Ministry of Corporate Affairs within stipulated time period.

Messrs J K Kabra & Co., Cost Accountants has been appointed as Cost Auditor of the Company by the Board on recommendation of the Audit Committee to carry out the requisite cost audit for the financial year 2019-20 on a remuneration of RS.1.4 lakhs. As required under the Companies Act, 2013, the remuneration payable to Cost Auditors is required to be placed before the members in a General Meeting for their ratification. Accordingly, a Resolution seeking member’s ratification for remuneration payable to Messrs J K Kabra & Co., Cost Auditors is included at item no. 4 of the Notice convening the Annual General Meeting.

16. PUBLIC DEPOSITS

The Company has accepted RS.57,70,000/- (Rupees Fifty seven lakhs seventy thousand only) of Fixed Deposits including renewed Fixed Deposit from public during the year under review.

Fixed Deposits from public outstanding with your Company at the end of the financial year stood at RS.2,71,05,000/-. Out of this, deposits aggregating to RS.2,88,000/- due for repayment on or before March 31, 2019 were not claimed by the depositors by the said date.

There was no default on part of the Company in repayment of deposits or payment of interest thereon at the begining of the year and at the end of the year.

Deposits of RS.12,95,000/- and B 10,000/-, though claimed and due for repayment, were lying unpaid, due to dispute between the joint beneficiary holders in the first case and inability to produce requisite documents by the beneficiaries in the second case. These deposits, along with interest of RS.4,27,558/- thereon, have been transferred to IEPF during the year as the depositors failed to reply or produce any documents for settlement in their favour.

17. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of your Director’s knowledge and belief and according to the information and explanations obtained your Directors make the following statements in terms of section 134 (3)(c) of the Companies Act, 2013:

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

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

iii) that proper and sufficient care has 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;

iv) that the annual financial statements have been prepared on a going concern basis;

v) that proper financial controls were in place and that the financial controls were adequate and were operating effectively; and

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

18. AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the Company consists of Mr. O. P. Dubey as Chairman, Mr. B. B. Tandon, Mr. S. J. Khaitan and Mr. Akshat Goenka as Members. The Company Secretary is the Secretary of the Committee. The Managing Director, Chief Financial Officer and Auditors are permanent invitees to the committee meetings. The detail of terms of reference of Audit Committee, number and dates of meetings held, attendance of the directors and remunerations paid to them are given separately in the attached Corporate Governance Report. Your Company has a well structured Internal Audit System commensurate with its size and operations. During the year there were no instances where the board had not accepted the recommendations of the Audit Committee.

19. STAKE HOLDER’S RELATIONSHIP COMMITTEE

The Company has a Stake Holder’s Relationship Committee for reviewing Shareholders/Investors complaints. The present members of this Committee are Mr. J. P. Goenka (Chairman), Mr. Arvind Goenka (Member) and Mr. S. J. Khaitan (Member). The detail of number and dates of meetings held, attendance of the Directors and remunerations paid to them are given separately in the attached Corporate Governance Report.

20. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee has Mr. S. J. Khaitan as Chairman, Mr. K. Raghuraman and Mr. Arvind Goenka as members. The detail of terms of reference, number and dates of meetings held, attendance of the Directors and remunerations paid to them are given separately in the attached Corporate Governance Report.

The Company recognizes that an effective practice of CSR is required giving due consideration to the welfare of the community, environment and social structure that it operates in and that of the country including focus welfare areas identified by the State and Central Governments. The CSR Committee of the Company has laid down the policy to meet the Corporate Social Responsibility objectives of the Company.

The CSR Policy includes activities prescribed as CSR activity as per the Rules of Companies Act, 2013. The main Focus areas taken in the policy are Education, Health care and family welfare, Environmental Safety, contribution to any relief fund setup by the Government of India and any State Government.

RS.148.53 lakhs were spent on CSR activities and projects undertaken during the year. The brief outline of CSR Policy along with required disclosure is given in Annexure D and form part of the Director’s Report.

The detailed CSR policy of the Company is available on the website of the Company which is www.occlindia.com.

21. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee has Mr. O. P. Dubey as Chairman, Mr. B. B. Tandon and Mr. K. Raghuraman as members. The detail of terms of reference of this Committee, number and dates of meetings held, attendance of the directors and remunerations paid to them and the brief outline of the Remuneration policy of the Company are given separately in the attached Corporate Governance Report.

The approved Remuneration Policy of the Company is also available on the website of the Company which is www. occlindia.com.

22. NUMBER OF MEETINGS OF THE BOARD

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

23. POLICY ON DIRECTORS’ APPOINTMENT

The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, skill and experience that are required of the members of the Board. The members of the Board should possess the expertise, skills and experience needed to manage and guide the Company in the right direction and to create value for all stakeholders. The members of the Board will need to consist of eminent persons of proven competency and integrity with an established track record. Besides having financial literacy, experience, leadership qualities and the ability to think strategically, the members are required to have a significant degree of commitment to the Company and should devote adequate time in preparing for the Board meeting and attending the same. The members of the Board of Directors are required to possess the education, expertise, skills and experience in various sectors and industries needed to manage and guide the Company. The members are also required to look at strategic planning and policy formulations.

The members of the Board should not be related to any executive or independent director of the Company or any of its subsidiaries. They are not expected to hold any executive or independent positions in any entity that is in direct competition with the Company. Board members are expected to attend and participate in the meetings of the Board and its Committees, as relevant. They are also expected to ensure that their other commitments do not interfere with the responsibilities they have by virtue of being a member of the Board of the Company. While reappointing Directors on the Board and Committees of the Board, the contribution and attendance record of the Director concerned shall be considered in respect of such reappointment. The Independent Directors shall hold office as a member of the Board for a maximum term as per the provisions of the Companies Act, 2013 and the rules made thereunder, in this regard from time to time, and in accordance with the provisions of the Listing Regulations. The appointment of Directors shall be formalised through a letter of appointment.

The Executive Directors, with the prior approval of the Board, may serve on the Board of any other entity if there is no conflict of interest with the business of the Company.

24. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25(3) & (4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors in their meeting held on January 31, 2019 have evaluated the Performance of Non-Independent Directors, Chairperson of the Company after considering the views of the Executive and Non-Executive Directors, Board as a whole assessed the quality, quantity and timeliness of flow of information between the Company’s Management and the Board. The Nomination and Remuneration Committee has also carried out evaluation of performance of every Director of the Company. On the basis of evaluation made by the Independent Directors and the Nomination and Remuneration Committee and by way of individual and collective feedback from the Non-Independent Directors, the Board has carried out the Annual Performance Evaluation of the Directors individually as well as evaluation of the working of the Board as a whole and Committees of the Board. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.

The Independent Directors are regularly updated on industry & market trends, plant process, and operational performance of the Company etc. through presentations in this regard and periodic plant visits. They are also periodically kept aware of the latest developments in the Corporate Governance, their duties as directors and relevant laws.

25. DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act, 2013, and the Article of Association of the Company, Mr. H S Shashikumar is due to retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer himself for appointment.

The current tenure of Mr. O. P. Dubey, Mr. B. B. Tandon, Mr. S. J. Khaitan and Mr. K. Raghuraman, Independent Directors of the Company are expiring on conclusion of 39th Annual General Meeting of the Company, i.e. July 26, 2019. The Nomination and Remuneration Committee and the Board of your Company recommended the appointment of Mr. O. P. Dubey, Mr. B. B. Tandon, Mr. S. J. Khaitan and Mr. K. Raghuraman as Independent Directors of the Company for their 2nd term of 5 (five) consecutive years with effect from July 30, 2019 with the approval of Members in the ensuing Annual General Meeting of the Company. The brief profile and other information of the Directors seeking re-appointment as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been given in the Notice convening the ensuing Annual General Meeting of the Company. None of Directors of the Company are disqualified as per applicable provisions of the Act.

Appointment of directors is made in accordance with the Policy on Selection & Remuneration of Directors, Key Managerial Personnel and other employees and on Board Diversity as recommended by the Nomination & Remuneration Committee and approved by the Board of Directors.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed both under the Act and Regulation 16 of the Listing Regulations.

Separate Meeting of Independent Directors

Details of the separate meeting of Independent Directors held in terms of Schedule IV of the Act and Regulation 25(3) of the Listing Regulations are given in the Corporate Governance Report.

26. PARTICULARS OF EMPLOYEES AND KEY MANAGERIAL PERSONNEL (KMP)

The following four persons are the Key Managerial Personnel of the Company as per the provisions of Sec 203 of the Companies Act, 2013.

a) Mr. Arvind Goenka, Managing Director

b) Mr. Akshat Goenka, Jt. Managing Director

c) Mr. Anurag Jain, Chief Financial Officer

d) Mr. Pranab Kumar Maity, Company Secretary

Mr. Akshat Goenka, Joint Managing Director of the Company who is also serving as Managing Director of Duncan Engineering Limited, the Subsidiary of the Company received a remuneration of B 12,000/- and RS.19.75 Lacs as commission from the Subsidiary Company during the year 2018-19.

Pursuant to Sec 134(3) (q) read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, a Report on Remuneration and other details of Key Managerial Personnel and other Employees for the year ended March 31, 2019 is annexed to this report as Annexure E.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

28. CREDIT RATING

The Company’s Credit Rating has been done by ICRA for Long Term and Short term borrowings including Fixed Deposit Programme. The current upgraded Credit Rating, received from ICRA on July 17, 2018, for fund based limits (RS.200 Crore) is (ICRA) A and for non-fund based limits (RS.14 Crore) is (ICRA) A1 . The Credit Rating for Fixed Deposit Programme (RS.5 Crore) is MAA-. ICRA has further assigned outlook for long term rating as Positive.

29. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arms’ 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 Company at large. All related party transactions are placed before the Audit Committee and given in the notes annexed to and forming part of this Financial Statement. The approved policy on Related Party Transactions is also available on the website of the Company www.occlindia.com.

30. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company sends reminder letters to all members whose dividend are unclaimed so as to ensure that they receive their rightful dues. Your Company has also uploaded on its website, www.occlindia.com, information regarding unpaid/unclaimed dividend amounts lying with your Company.

During 2018-19, the unclaimed dividend amount of RS.5,02,855/-and RS.5,08,748/- towards the unpaid dividend account of the Company for the financial year 2010-11 (Final Dividend) and 2011-12 (Interim Dividend) was transferred to Investor Education and Protection Fund. The said amount had remained unclaimed for seven years, despite reminder letters having been sent to each of the members concerned.

Pursuant to Section 124(6) of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and its amendments, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the Company in the demat account of Investor Education and Protection Fund (“IEPF”) Authority (the “Authority”) as per the procedure mentioned in the said Rules. Accordingly, your Company has transferred 4972 equity shares to the demat account of the Authority and in terms of the said Rules. All benefits accruing on such shares viz. bonus shares, split, consolidation, fraction shares etc. except the right issue shall also be credited to such demat account.

Members may note that unclaimed dividend and shares transferred to the demat account of the Authority can be claimed back by them from IEPF Authority by following the procedure mentioned in the said Rules.

31. RISK MANAGEMENT

As a policy the Company has identified key risk concern/areas. The assessment of each risk area is done on quarterly basis. Following are the main concern/risk related to the Company:

Market Related Risk: mainly demand, realisation and redundancy of the product.

Production Related Risk: mainly availability of inputs, accident or break down in the plant and rejection of material by the customers.

Human Resources Risk: includes the risk of labour unrest, high employee turnover ratio and lower productivity due to dissatisfaction of employees.

Revenue Risk: adverse exchange rate movement, Govt. Policies and duty rates

Data and records: data loss, fire Virus attack etc.

A Risk Management committee has been formed for the purpose of evaluation of Risks.

The Board and the Audit Committee also takes note of Risk management of the Company in every quarter.

The Risk Assessment is also discussed in the Management Discussion and Analysis Report.

32. SUBSIDIARY

The Company has only one subsidiary, namely Duncan Engineering Ltd (formerly known as Schrader Duncan Limited). A Statement in Form AOC -1 containing the salient features of the Subsidiary Company is attached to the Financial Statements in a separate section and forms part of this Report. The separate audited accounts of the Subsidiary Company is available on the website of the Company.

The Company’s subsidiary registered a gross turnover of RS.45,12.24 lakhs during the current Financial Year against RS.41,98.36 lakhs during FY 2017-18. The Subsidiary reported a profit of RS.2,77.93 lakhs (Previous Year Profit RS.14.76 lakhs).

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Consolidated Financial Statements prepared by the Company in this Report include the financial results of the subsidiary company duly audited by the Statutory Auditors. The financial Statements of the Subsidiary for the Financial Year ended March 31, 2019, have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013 read with Companies (Accounts) Rule, 2014. The Consolidated statements have been prepared in accordance with the relevant Indian Accounting Standards (IndAS) as prescribed under the Companies Act, 2013.

The Company does not have any material subsidiary in the immediately preceding accounting year. However, as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI has made it mandatory for all listed companies to formulate a policy for determining ‘material’ subsidiaries. Accordingly, a policy on ‘material’ subsidiaries was formulated by the Audit Committee of the Board of Directors and same is also posted on the website of the Company and may be accessed at the link http://www.occlindia.com/policies.htm

33. VIGIL MACHANISM POLICY

The Company has a Vigil Mechanism Policy to deal with instance of fraud and mismanagement, if any. The details of the Vigil Mechanism Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

34. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

35. CORPORATE GOVERNANCE

The report of the Board of Directors of your Company on Corporate Governance is presented as a separate section titled Corporate Governance Report, which forms a part of the Annual Report.

The composition of the Board, the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee, the Corporate Social Responsibility Committee and other Committees of the Board, the number of meetings of the Board and Committees of the Board, and other matters are presented in the Corporate Governance Report.

A certificate from Mr. Sahadeb Rath of (Membership no. ACS13298 of M/s. S. Rath & Co., Practising Company Secretaries regarding compliance with the Corporate Governance requirements as stipulated in the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), which forms part of the Annual Report.

36. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the financial year 2018-19, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given as a separate statement in the Annual Report.

37. CEO AND CFO CERTIFICATION

Pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO and CFO certification as specified in Part B of Schedule II thereof is attached with the Annual Report. The Managing Director & CEO and the Chief Financial Officer also provide quarterly certification on Financial Results while placing the Financial Results before the Board in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

38. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

The Code of Conduct for Directors and Senior Management Personnel is posted on the Company’s website. The Managing Director & CEO of the Company has given a declaration that all Directors and Senior Management Personnel concerned affirmed compliance with the code of conduct with reference to the financial year ended on March 31, 2019. Declaration is attached with the Annual Report.

39. FRAUD REPORTING

There was no fraud reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013, to the Audit Committee or the Board of Directors during the year under review.

40. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy line with the requirements of the Sexual Harassment of Women at Work place (Prevention, Prohibition & Redressal) Act, 2013. An internal committee has been setup to redress complaints received regarding sexual harassment. No complaints received during the year under review.

41. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY’S OPERATIONS IN FUTURE

During the period under review, there were no significant and material orders passed by any regulator / court / tribunal impacting the going concern status and the Company’s operations in future.

42. ACKNOWLEDGMENTS

The Board places on record its appreciation of the support and assistance of various Banks, Government Agencies, Suppliers, valued Customers and the shareholders in particular and looks forward to their continued support. Relations between your Company and its employees remain cordial and the Directors wish to express their appreciation for the co-operation and dedication of all employees of the Company.

On behalf of the Board of Directors

Arvind Goenka O P Dubey

Place: Noida Managing Director Director

Date: May 10, 2019 DIN-00135653 DIN-00228441

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Mar 31, 2018

DIRECTORS’ REPORT TO THE MEMBERS

Your Directors are pleased to present the 38^th Annual Report along with the Audited Annual Financial Statements (including Audited Consolidated Financial Statements) of the Company for the Financial Year ended March 31, 2018

1. SUMMARY OF FINANCIAL RESULTS (Rs. Lakhs)

Particulars	For the	For the
	Year ended	Year ended
	31.3.2018	31.3.2017
Net Sales/Income from Operations	33,202.51	31,057.99
Other Income	554.53	678.11
Total Revenue	33,757.04	31,736.10
Profit/(Loss) Before Taxation	7963.31	7,471.71
Provision for Taxation 1	(2,288.30)	(2,054.34)
Profit/(Loss) after Taxation		5,417.37
Other Comprehensive Income(Net of Tax)	57.75	218.72
Amount Available for Appropriation	32,273.98	27,652.30
Appropriation: Interim Dividend on Equity Shares	308.88	308.88
Tax on Interim Dividend	62.88	62.88
Final Dividend for Previous Year	720.72	566.29
Tax on Final Dividend	146.72	115.28
Balance Carried to Balance Sheet	31,034.78	26,598.97

major growth drivers for new capacities.

Including Rs.(596.11) Lakhs Deferred Tax (Previous year Rs.830.96 Lakhs).

The financial Statements for the financial Year ended March 31, 2018, have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013 read with Companies (Accounts) Rule, 2014. The Financial Statements for the year ended March 31, 2017, therefore, have also been restated in accordance with Ind AS for comparative information.

2. DIVIDEND

Your Directors are pleased to recommend Final Dividend of 70% on 10296062 Equity Shares (Rs.7/- per share of Rs.10 each) which is subject to the approval of Shareholders in the ensuing Annual General Meeting. The Dividend will absorb Rs.867.45 Lakhs (inclusive of Dividend Tax of Rs.146.72 Lakhs). With this, the total dividend for the year including interim dividend of 30% comes to 100%.

3. OPERATIONS Insoluble Sulphur

After commissioning of the new line at Mundra SEZ in December 2016, the second phase of (5500 MTPA) expansion of Insoluble Sulphur at Mundra, Gujarat is progressing on schedule and within budget. With additional capacities available for sales, the Company achieved a growth of about 10% in Insoluble Sulphur Sales during the year. The additional quantities are being sold by meeting the increased demand of existing customers and addition of new geographies. The sales volume growth was in double digit in both indigenous as well as global markets. Raw material cost was almost stable during the first half and increased in second half of the year. The margins remained stable during the year. Sulphuric Acid & Oleum

It was a good year for Sulphuric Acid and sales and margin were better than the previous year resulting in good profitability.

FUTURE PROSPECTS Insoluble Sulphur

The Company have successfully opened up newer markets like China and USA. The response for the Company’s products have been good and there is sufficient head room for growth in these markets. These markets are expected to be our

Domestic Market is expected to grow in double digit mainly on account of growth in radicalization of Commercial Vehicle tyres, increased in tyres exports due to anti-dumping duty being imposed on Chinese tyres.

Growth numbers are also expected to be healthy as tyre companies where we have full approvals and good standing are also expanding.

Other growth driver is the new compounds being designed for Ultra High Performance Tyres where requirement of Insoluble Sulphur is on the higher side. This will add further to the growth of Insoluble Sulphur consumption globally.

The work on second phase of capacity expansion of Insoluble Sulphur at its Mundra Plant is progressing well and expected to be commissioned on schedule.

Sulphuric Acid & Oleum

Sulphuric Acid Plant performance is expected to be good in next year also due to stable market as monsoon have been forecasted to be normal resulting in better fertilizer demand for which Sulphuric Acid is as raw material.

4. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place an established internal control system including internal financial Controls designed to ensure proper recording of financial and operational information, compliance of various internal controls and other regulatory and statutory compliances. Self-certification exercise is also conducted by which senior management certifies effectiveness of the internal control system of the Company. Internal Audit is conducted throughout the organization by qualified outside Internal Auditors. Findings of the internal Audit Report are reviewed by the top Management and by the Audit Committee of the Board and proper follow up action are ensured wherever required. The Statutory Auditors have evaluated the system of internal controls including internal financial control of the Company and have reported that the same are adequate and commensurate with the size of the Company and nature of its business.

5. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of the business of the Company during the year. The Company has only one subsidiary, namely Duncan Engineering Ltd (formerly known as Schrader Duncan Limited).

There were no significant and material orders passed by regulators or courts or tribunals impacting the going concern status and Company’s operations in future. There were no material changes and commitments affecting the financial position of the company occurring between March 31, 2018 and the date of this report.

6. EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of Annual Return in the prescribed format i.e. Form MGT 9 is annexed to this report as Annexure A.

7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

As required under Section 134(3) (m) of the Companies Act, 2013 read with Rule8 (3) of the Companies (Accounts) Rules2014, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed to this Report as Annexure B.

8. RESEARCH & DEVELOPMENT

Research & Development is fundamental to the Company’s efforts to maintain the technical and quality edge for the product. A full in-house Research & Development team works on continuous basis to improve the quality of product and its properties. New Grades are also being developed to meet customers varied requirements. Research in the areas of reducing utility cost and process parameters improvement is also being done. Help of accredited independent laboratories is also taken as and when required for studying and evolving critical parameters.

The Company’s Research and Development Facility is approved by Department of Scientific and Industrial Research, Ministry of Science and Technology Government of India.

The R&D lab is regularly augmented by acquiring state of the art analytical and process equipments to help in faster and detailed analysis. Further, pilot plants, as required, are being set up to validate the research findings. The details of some specific R&D activities carried out and benefits derived out of them have been annexed to this report.

9. POLLUTION CONTROL

Your Company’s Plants have all the requisite Pollution Control Equipments and meets all the desired and statutory norms in this regard. The Insoluble Sulphur Units of the Company enjoys ISO-TS 16949:2009, EMS14001-2004 and 0HSAS18001:2007 Certification.

10. STATUTORY AUDITORS AND AUDIT REPORT

Messrs S S Kothari Mehta & Co., Chartered Accountants, were appointed as Auditors of the Company for tenure of five years i.e. from the conclusion of 37^th Annual General Meeting till the conclusion of the 42^nd Annual General Meeting of the Company. The Auditors have confirmed their eligibility and qualification under Section 141 of Companies Act 2013. As regards the comments in the Auditors’ Report, the relevant notes in the Accounts are self-explanatory and may be treated as information/ explanation submitted by the Board as contemplated under provisions of the Companies Act, 2013.

11. SECRETARIAL AUDIT

In compliance with the provisions of Sec 204 and other applicable provisions of Companies Act 2013, a Secretarial Audit was conducted during the year by Secretarial AuditorsM/s. S. Rath & Company. The Secretarial Auditor’s Report for the Financial Year ended March 31, 2018 is attached as Annexure C and form part of this report. There are no qualifications or observations or remarks made by the Secretarial Auditors in their Audit Report.

12. COST AUDIT

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company relating to insoluble Sulphur plants located at Dharuhera, Haryana is required to be audited. Your Board had, on recommendation of the Audit Committee, appointed Messrs J K Kabra & Co., Cost Accountants to audit the cost accounts of the Company for the financial year 2017-18. The Cost Audit Report for the year ended 31st March, 2017 has been submitted to the Ministry of Corporate Affairs within stipulated time period.

Messrs J K Kabra & Co., Cost Accountants has been appointed as Cost Auditor of the Company by the Board on recommendation of the Audit Committee to carry out the requisite cost audit for the financial year 2018-19 on a remuneration of Rs1.35 lakhs. As required under the Companies Act, 2013, the remuneration payable to Cost Auditors is required to be placed before the members in a General Meeting for their ratification. Accordingly, a Resolution seeking member’s ratification for remuneration payable to Messrs J K Kabra & Co., Cost Auditors is included at item no. 4 of the Notice convening the Annual General Meeting.

13. PUBLIC DEPOSITS

Fixed Deposits from public outstanding with your Company at the end of the financial year stood at Rs.4,97,40,000/-. Of this, a deposit amounting to Rs.10,000/- which had fallen due for payment on 7th May, 2003 has since been claimed by the depositor on 5th May, 2010. However, the same could not be paid as depositor has failed to produce the Original Deposit Receipt in respect thereof. Deposits aggregating to Rs.8,35,000/- due for repayment on or before 31st March, 2018 were not claimed by the depositors by the said date. Out of these, deposits totaling Rs.3,42,000/- have since been claimed and settled. This apart, deposits amounting to Rs. 12,95,000/- though fallen due for payment, could not be settled as there is dispute between the concerned joint depositors and the matter is sub-judice.

14. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of your Director’s knowledge and belief and according to the information and explanations obtained your Directors make the following statements in terms of section 134 (3)(c) of the Companies Act, 2013:

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

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

iii) that proper and sufficient care has 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;

iv) that the annual financial statements have been prepared on a going concern basis;

v) that proper financial controls were in place and that the financial controls were adequate and were operating effectively; and

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

15. AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the Company consists of Mr. O. P. Dubey as Chairman,Mr. B. B. Tandon, Mr. S. J. Khaitan and Mr. Akshat Goenka as Members. The Company Secretary is the Secretary of the Committee. The Managing Director, Chief Financial Officer and Auditors are permanent invitees to the committee meetings. The detail of terms of reference of Audit Committee, number and dates of meetings held, attendance of the directors and remunerations paid to them are given separately in the attached Corporate Governance Report. Your Company has a well structured Internal Audit System commensurate with its size and operations. During the year there were no instances where the board had not accepted the recommendations of the Audit Committee.

16. STAKE HOLDER’S RELATIONSHIP COMMITTEE

The Company has a Stake Holder’s Relationship Committee for reviewing Shareholders/Investors complaints. The present members of this Committee are Mr. J. P. Goenka (Chairman), Mr. Arvind Goenka (Member) and Mr. S. J. Khaitan (Member). The detail of number and dates of meetings held, attendance of the Directors and remunerations paid to them are given separately in the attached Corporate Governance Report.

17. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee has Mr. S. J. Khaitan as Chairman, Mr. K. Raghuraman and Mr. Arvind Goenka as members. The detail of terms of reference, number and dates of meetings held, attendance of the Directors and remunerations paid to them are given separately in the attached Corporate Governance Report.

The Company recognizes that an effective practice of CSR is required giving due consideration to the welfare of the community, environment and social structure that it operates in and that of the country including focus welfare areas identified by the State and Central Governments. The CSR Committee of the Company has laid down the policy to meet the Corporate Social Responsibility objectives of the Company.

The CSR Policy includes activities prescribed as CSR activity as per the Rules of Companies Act, 2013.The main Focus areas taken in the policy are Education, Health care and family welfare, Environmental Safety, contribution to any relief fund setup by the Government of India and any State Government.

Rs.135 Lakhs were spent on CSR activities and projects undertaken during the year. The brief outline of CSR Policy along with required disclosure is given in Annexure D and form part of the Board’s Report.

The detailed CSR policy of the Company is available on the website of the Company which is www.occlindia.com.

18. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee has Mr. O. P. Dubey as Chairman, Mr. B. B. Tandon and Mr. K. Raghuraman as members. The detail of terms of reference of this Committee, number and dates of meetings held attendance of the directors and remunerations paid to them and the brief outline of the Remuneration policy of the Company are given separately in the attached Corporate Governance Report.

The approved Remuneration Policy of the Company is also available on the website of the Company which is www. occlindia.com.

19. NUMBER OF MEETINGS OF THE BOARD

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

20. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25(3) & (4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors in their meeting held on February 01, 2018 have evaluated the Performance of Non-Independent Directors, Chairperson of the Company after considering the views of the Executive and Non-Executive Directors, Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Company’s Management and the Board. The Nomination and Remuneration Committee has also carried out evaluation of performance of every Director of the Company. On the basis of evaluation made by the Independent Directors and the Nomination and Remuneration Committee and by way of individual and collective feedback from the Non-Independent Directors, the Board has carried out the Annual Performance Evaluation of the Directors individually as well as evaluation of the working of the Board as a whole and Committees of the Board. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.

The Independent Directors are regularly updated on industry & market trends, plant process, and operational performance of the Company etc through presentations in this regard and periodic plant visits. They are also periodically kept aware of the latest developments in the Corporate Governance, their duties as directors and relevant laws.

21. DIRECTORS

Mr. Akshat Goenka retires by rotation at the forthcoming Annual General Meeting and, being eligible, offer himself for appointment.

Mr. O. P. Dubey, Mr. B. B. Tandon, Mr. S. J. Khaitan, Mr. K. Raghuraman, Mrs. Runa Mukherjee are Independent Directors of the Board of the Company. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed both under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

22. PARTICULARS OF EMPLOYEES AND KEY MANAGERIAL PERSONNEL (KMP)

The following four persons are the Key Managerial Personnel of the Company as per the provisions of Sec 203 of the Companies Act, 2013.

a) Mr. Arvind Goenka, Managing Director

b) Mr. Akshat Goenka, Jt. Managing Director

c) Mr. Anurag Jain, Chief Financial Officer

d) Mr. Pranab Kumar Maity, Company Secretary

Pursuant to Sec 134(3) (q) read with Rule 5 of Companies (appointment and Remuneration of Managerial Personnel) Rules 2014, a Report on Remuneration and other details of Key Managerial Personnel and other Employees for the year ended March 2017 is annexed to this report as Annexure E.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

24. CREDIT RATING

The Company’s Credit Rating has been done by ICRA for Long Term and Short term borrowing including Public Deposit. The current Credit rating, received from ICrA on 23^rd July 2017, for fund based limits(Rs 200 Crore) is (ICRA) A and for non-fund based limits(Rs 14 Crore) is (ICRA) A1. The Credit Rating for Public Deposits (Rs 5 Crore) is MA. ICRA has further assigned outlook for long term rating as Positive.

25. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arms’ 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 Company at large. All related party transactions are placed before the Audit Committee and given in the notes annexed to and forming part of this Financial Statement.The approved policy on Related Party Transactions is also available on the website of the Company www.occlindia.com.

26. RISK MANAGEMENT

As a policy The Company has identified key risk concern/areas. The assessment of each risk area is done on quarterly basis. Following are the main concern/risk related to the Company:

Market Related Risk: mainly demand, realization and redundancy of the product.

Production related Risk: mainly availability of inputs, accident or break down in the plant and rejection of material by the customers.

Human Resources Risk includes the risk of labour unrest, high employee turnover ratio and lower productivity due to dissatisfaction of employees.

Revenue Risk: adverse exchange rate movement. Govt. Policies and duty rates Data and records: data loss, fire, virus attack etc.

A Risk Management committee has been formed for the purpose of evaluation of Risks.

The Board and the Audit Committee also takes note of Risk management of the Company in every quarter.

The Risk Assessment is also discussed in the Management Discussion and Analysis attached to this report.

27. SUBSIDIARY

The Company has only one subsidiary, namely Duncan Engineering Ltd (formerly known as Schrader Duncan Limited). A Statement in Form AOC -1 containing the salient features of the Subsidiary Company is attached to the Financial Statements in a separate section and forms part of this Report. The separate audited accounts of the Subsidiary Companies are available on the website of the Company.

The Company’s subsidiary registered a gross turnover of Rs.42,18.40 lakhs during the current Financial Year against Rs.39,49.21 Lakhs during FY 2016-17. The Subsidiary reported a profit of Rs. 14.46 lakhs (Previous Year loss Rs.5,87.57 lakhs).

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Consolidated Financial Statements prepared by the Company in this Report include the financial results of the subsidiary company duly audited by the Statutory Auditors. The financial Statements of the Subsidiary for the financial Year ended March 31, 2018, have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013 read with Companies (Accounts) Rule, 2014. The Consolidated statements have been prepared in accordance with the relevant Indian Accounting Standards (IndAS) as prescribed under the Companies Act, 2013.

The Company does not have any material subsidiary in the immediately preceding accounting year. However, as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI has made it mandatory for all listed companies to formulate a policy for determining ‘material’ subsidiaries. Accordingly, a policy on ‘material’ subsidiaries was formulated by the Audit Committee of the Board of Directors and same is also posted on the website of the Company and may be accessed at the link http://www.occlindia.com/policies.htm

28. VIGIL MACHANISM POLICY

The Company has a Vigil Mechanism Policy to deal with instance of fraud and mismanagement, if any. The details of the Vigil Mechanism Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

29. CORPORATE GOVERNANCE

a) As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion & Analysis, a Report on Corporate Governance together with the Auditors’ certificate regarding the Compliance of conditions of Corporate Governance forms part of the Annual Report.

b) The Board of Directors of the Company has laid down a comprehensive Code of Conduct for all its Board members and senior management personnel which have also been posted on the website of the Company. A certificate by the Managing Director regarding compliance of the code of conduct of the Company is also included in the Annual report.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the financial year 2017-18, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given as a separate statement in the Annual Report.

31. CEO AND CFO CERTIFICATION

Pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO and CFO certification as specified in Part B of Schedule II thereof is attached with the Annual Report. The Managing Director & CEO and the Chief Financial Officer also provide quarterly certification on Financial Results while placing the Financial Results before the Board in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

32. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

The Code of Conduct for Directors and Senior Management Personnel is posted on the Company’s website. The Managing Director & CEO of the Company has given a declaration that all Directors and Senior Management Personnel concerned affirmed compliance with the code of conduct with reference to the financial year ended on March 31, 2018. Declaration is attached with the Annual Report.

33. FRAUD REPORTING

There was no fraud reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013, to the Audit Committee or the Board of Directors during the year under review.

34. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

No case was filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 during the year under review.

35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY’S OPERATIONS IN FUTURE

During the period under review, there were no significant and material orders passed by any regulator / court / tribunal impacting the going concern status and the Company’s operations in future.

36. ACKNOWLEDGMENTS

The Board places on record its appreciation of the support and assistance of various Banks, Government Agencies, Suppliers, valued Customers and the shareholders in particular and looks forward to their continued support. Relations between your Company and its employees remain cordial and the Directors wish to express their appreciation for the co-operation and dedication of all employees of the Company.

On behalf of the Board of Directors

Place : Noida Arvind Goenka O.P. Dubey

Date :29^th May, 2018 Managing Director Director

DIN:00135653 DIN:00228441

---

Mar 31, 2017

The Directors hereby present their Thirty Seventh Report along with the Audited Annual Financial Statements (including Audited Consolidated Financial Statements) of the Company for the Financial Year ended March 31, 2017.

1. FINANCIAL RESULTS (Rs. Lakhs)

Particulars	For the	For the
	Year ended	Year ended
	31.3.2017	31.3.2016
Net Sales/Income from Operations	2,97,45.16	2,74,71.72
Other Income	6,59.96	5,68.64
Total Revenue	3,04,05.12	2,80,40.36
Profit/(Loss) Before Taxation	73,58.33	64,76.32
Provision for Taxation *	(20,15.10)	(11,77.59)
Profit/(Loss) after Taxation	53,43.23	52,98.73
Amount Available for Appropriation	2,67,72.99	2,24,83.09
Appropriation:
Interim Dividend on Equity Shares	308.88	3,08.88
Tax on Interim Dividend	62.88	62.88
Proposed Final Dividend on Equity Shares	-	5,66.29
Tax on Proposed Final Dividend	-	1,15.28
Balance Carried to Balance Sheet	2,64,01.23	2,14,29.76

* Including Rs.(7,91.72) Lakhs Deferred Tax (Previous year Rs.2.08 Lakhs). Increase in deferred tax is attributable to the new capacity added at Mundra.

2. DIVIDEND

Your Directors are pleased to recommend Final Dividend of 70% on 10296062 Equity Shares (Rs.7 per share of Rs.10 each) which is subject to the approval of Shareholders in the ensuing Annual General Meeting. The Dividend will absorb Rs.8,67.45 Lakhs (inclusive of Dividend Tax of Rs.1,46.72 Lakhs). With this, the total dividend for the year including interim dividend of 30% comes to 100%.

3. OPERATIONS Insoluble Sulphur

During the year the Company registered a growth of about 9% in Insoluble Sulphur Sales. The growth was achieved consequent to commissioning of the new line at Mundra SEZ in December 2016. The additional sales were mainly on account of increase in domestic demand and export mainly due to new geographies added. The sales volume growth was in double digit in both the markets. Average Sales Realization was lower during the year due to reduction in Raw Material Prices. However, there was an improvement in margin over last year on account of better capacity utilization.

The first phase (5500MTPA) of Expansion of Insoluble Sulphur at Mundra, Gujarat was completed during the year and commercial production was started on 20^th December, 2016.

Sulphuric Acid & Oleum

Sulphuric Acid margin were better than the previous year resulting in better profitability. However sales were lower due to lower production on account of maintenance issues in the plant. Steam, produced as a byproduct, was supplied to Insoluble Sulphur Plants resulting in fuel savings.

FUTURE PROSPECTS

Insoluble Sulphur

Growth in global tyre Industry, after a period of lull, has started picking up. Many Tyre companies are working on expanding their capacities. This will add to growth in demand of Insoluble sulphur. Growth numbers are also expected to be healthy as Tyre companies where we have full approvals and good standing are also expanding.

Other growth driver is the new compounds being designed for Ultra High Performance Tyres where requirement of Insoluble sulphur is on the higher side. This will add further to the growth of Insoluble sulphur, consumption globally. Our product is accepted and is suitable for such new age applications.

We have successfully opened up newer markets like China and USA. The response for the Company’s products has been good and there is sufficient head room for growth in those markets. These markets are expected to be our major growth drivers.

The Company has also been able to get approvals from couple of new Tyre customers. This along with new geographies apart from adding to the sales numbers will also help to mitigate risks.

The work on second phase of capacity expansion of Insoluble Sulphur at its Mundra Plant is under progress and expected to be commissioned on schedule in second quarter of 2018-19.

Sulphuric Acid & Oleum

Sulphuric Acid Plant performance is expected to be profitable in next year also due to stable market as monsoon have been forecasted to be normal resulting in better fertilizer demand for which Sulphuric Acid is a raw material.

4. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place an established internal control system including Internal Financial Controls designed to ensure proper recording of financial and operational information, compliance of various internal controls and other regulatory and statutory compliances. Self-certification exercise is also conducted by which senior management certifies effectiveness of the internal control system of the Company. Internal Audit is conducted throughout the organization by qualified outside Internal Auditors. Findings of the internal Audit Report are reviewed by the top Management and by the Audit Committee of the Board and proper follow up action are ensured wherever required. The Statutory Auditors have evaluated the system of internal controls including internal financial control of the Company and have reported that the same are adequate and commensurate with the size of the Company and nature of its business.

5. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of the business of the Company during the year. The Company has only one subsidiary, namely Duncan Engineering Ltd (formerly known as Schrader Duncan Limited).The name of the Subsidiary has been changed during the year as per agreed terms at the time of acquisition. One production line of this subsidiary producing tyre tube valves was closed during the year.

There were no significant and material orders passed by regulators or courts or tribunals impacting the going concern status and Company’s operations in future. There were no material changes and commitments affecting the financial position of the company occurring between March 31, 2017 and the date of this report.

6. RESEARCH & DEVELOPMENT

Research & Development is fundamental to the Company’s efforts to maintain the technical and quality edge for the product. A full in-house Research & Development team works on continuous basis to improve the quality of product and its properties. New Grades are also being developed to meet customers varied requirements. Research in the areas of reducing utility cost and process parameters improvement is also being done. Help of accredited independent laboratories is also taken as and when required for studying and evolving critical parameters.

The Company’s Research and Development Facility is approved by Department of Scientific and Industrial Research, Ministry of Science and Technology Government of India.

The R&D lab is regularly augmented by acquiring state of the art analytical and process equipments to help in faster and detailed analysis. Further, pilot plants, as required, are being set up to validate the research findings. The details of some specific R&D activities carried out and benefits derived out of them have been annexed to this report.

7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

As required under Section 134(3) (m) of the Companies Act, 2013 read with Rule8 (3) of the Companies (Accounts) Rules 2014, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed to this Report.

8. POLLUTION CONTROL

Your Company’s Plants have all the requisite Pollution Control Equipments and meets all the desired and statutory norms in this regard. The Insoluble Sulphur Units of the Company enjoys ISO-TS 16949:2009, EMS14001-2004 and OHSAS18001:2007 Certification.

9. STATUTORY AUDITORS AND AUDIT REPORT

Messrs Singhi & Co., Chartered Accountants, were appointed as Auditors of the Company for tenure of three years i.e. from the conclusion of 34^th Annual General Meeting till the conclusion of the 37^th Annual General Meeting of the Company.

Pursuant to Sec 139 of Companies Act, 2013 Messrs Singhi & Co are not eligible for reappointment as Statutory Auditors of the Company.

M/s SS Kothari Mehta & Co has given its consent to be appointed as Statutory Auditor of the Company with effect from Financial Year 2017-18. The Board of Directors has evaluated the same and found them suitable and recommend that they may be appointed as Statutory Auditors of the Company for five years as per terms of the Companies Act, 2013.

However, this appointment is subject to ratification by members at every Annual General Meeting held after appointment during their tenure of office. The Auditors have confirmed their eligibility and qualification under Section 141 of Companies Act, 2013.

As regards the comments in the Auditors’ Report, if any, the relevant notes in the Accounts are self-explanatory and may be treated as information/ explanation submitted by the Board as contemplated under provisions of the Companies Act, 2013.

10. SECRETARIAL AUDIT

In compliance with the provisions of Sec 204 and other applicable provisions of Companies Act 2013, a Secretarial Audit was conducted during the year by Secretarial Auditors M/s. S. Rath & Company. The Secretarial Auditor’s Report is attached as annexure and form part of this report. There are no qualifications or observations or remarks made by the Secretarial Auditors in their Audit Report.

11. COST AUDIT

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company relating to insoluble Sulphur plants located at Dharuhera, Haryana is required to be audited. Your Board had, on recommendation of the Audit Committee, appointed Messrs J K Kabra & Co., Cost Accountants to audit the cost accounts of the Company for the financial year 2016-17. The Cost Audit Report for the year ended 31st March, 2016 has been submitted to the Ministry of Corporate Affairs within stipulated time period.

Messrs J K Kabra & Co., Cost Accountants has been appointed as Cost Auditor of the Company by the Board on recommendation of the Audit Committee to carry out the requisite cost audit for the financial year 2017-18 on a remuneration of Rs1.35 lakhs. As required under the Companies Act, 2013, the remuneration payable to Cost Auditors is required to be placed before the members in a General Meeting for their ratification. Accordingly, a Resolution seeking member’s ratification for remuneration payable to Messrs J K Kabra & Co., Cost Auditors is included at item no. 5 of the Notice convening the Annual General Meeting.

12. PUBLIC DEPOSITS

Fixed Deposits from public outstanding with your Company at the end of the financial year stood at Rs. 4,94,35,000/-. Of this, a deposit of Rs.10,000/- which had fallen due for payment on 7th May, 2003 was claimed by the depositor on 5th May, 2010 but the same could not be paid as the depositor has failed to produce the Original Deposit Receipt. This apart, deposits amounting to Rs.12,95,000/- though fallen due for payment, could not be settled as there is dispute between the concerned joint depositors and the matter is sub-judice. Deposits aggregating to Rs.3,68,000/- due for repayment on or before 31st March, 2017 were not claimed by the depositors by the said date. Out of these, deposits aggregating to Rs. 90,000/- have since been claimed and settled.

13. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of your Director’s knowledge and belief and according to the information and explanations obtained, your Directors make the following statements in terms of section 134 (3)(c) of the Companies Act, 2013:

i) that in the preparation of the annual financial statements for the year ended March 31, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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

iii) that proper and sufficient care has 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;

iv) that the annual financial statements have been prepared on a going concern basis;

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

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

14. AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the Company consists of Mr. O P Dubey as Chairman, Mr. B B Tandon, Mr. S J Khaitan and Mr. Akshat Goenka as Members. The Company Secretary is the Secretary of the Committee. The Managing Director, Chief Financial Officer and Auditors are permanent invitees to the committee meetings. The detail of terms of reference of Audit Committee, number and dates of meetings held, attendance of the directors and remunerations paid to them are given separately in the attached Corporate Governance Report. Your Company has a well structured Internal Audit System commensurate with its size and operations. During the year there were no instances where the board had not accepted the recommendations of the Audit Committee.

15. STAKE HOLDER’S RELATIONSHIP COMMITTEE

The Company has a Stake Holder’s Relationship Committee for reviewing Shareholders/Investors complaints. The present members of this Committee are Mr. J P Goenka (Chairman), Mr. Arvind Goenka (Member) and Mr. S J Khaitan (Member). The detail of number and dates of meetings held, attendance of the Directors and remunerations paid to them are given separately in the attached Corporate Governance Report.

16. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee has Mr. S J Khaitan as Chairman, Mr. K Raghuraman and Mr. Arvind Goenka as members. The detail of terms of reference, number and dates of meetings held, attendance of the Directors and remunerations paid to them are given separately in the attached Corporate Governance Report.

The Company recognizes that an effective practice of CSR is required giving due consideration to the welfare of the community, environment and social structure that it operates in and that of the country including focus welfare areas identified by the State and Central Governments. The CSR Committee of the Company has laid down the policy to meet the Corporate Social Responsibility objectives of the Company.

The CSR Policy includes activities prescribed as CSR activity as per the Rules of Companies Act, 2013.The main Focus areas taken in the policy are Education, Health care and family welfare, Environmental Safety, contribution to any relief fund setup by the Government of India and any State Government.

Rs.119 Lakhs were spent on CSR activities and projects undertaken during the year the details of which are given in the annexure to this Reports.

The detailed CSR policy of the Company is available on the website of the Company which is www.occlindia.com.

17. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee has Mr. O P Dubey as Chairman, Mr. B B Tandon and Mr. K Raghuraman as members. The detail of terms of reference of this Committee, number and dates of meetings held attendance of the directors and remunerations paid to them and the brief outline of the Remuneration policy of the Company are given separately in the attached Corporate Governance Report.

The approved Remuneration Policy of the Company is also available on the website of the Company which is www. occlindia.com.

18. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and other Committees. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report. The Independent Directors are regularly updated on industry & market trends, plant process, and operational performance of the Company etc through presentations in this regard and periodic plant visits. They are also periodically kept aware of the latest developments in Corporate Governance, their duties as directors and relevant laws.

19. DIRECTORS

Mr. J P Goenka retires by rotation at the forthcoming Annual General Meeting and, being eligible, offer himself for reappointment.

Mr. O. P. Dubey, Mr. B. B. Tandon, Mr. S J Khaitan, Mr. K. Raghuraman, Mrs. Runa Mukherjee are Independent Directors of the Board of the Company. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed both under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

20. PARTICULARS OF EMPLOYEES AND KEY MANAGERIAL PERSONNEL (KMP)

The following four persons are the Key Managerial Personnel of the Company as per the provisions of Sec 203 of the Companies Act, 2013.

a) Mr. Arvind Goenka, Managing Director

b) Mr. Akshat Goenka, Jt. Managing Director

c) Mr. Anurag Jain, Chief Financial Officer

d) Mr. Pranab Maity, Company Secretary

Pursuant to Sec 134(3) (q) read with Rule 5 of Companies (appointment and Remuneration of Managerial Personnel) Rules 2014, The Remuneration and other details of Key Managerial Personnel and other Employees for the year ended March 2017 are annexed to this report.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

22. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arms’ 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 Company at large. All related party transactions are placed before the Audit Committee and given in the notes annexed to and forming part of this Financial Statement. The approved policy on Related Party Transactions is also available on the website of the Company www.occlindia.com.

23. SUBSIDIARY

The Company has only one subsidiary, namely Duncan Engineering Ltd (formerly known as Schrader Duncan Limited). The name of the Subsidiary has been changed during the year as per agreed terms at the time of acquisition. A Statement in Form AOC -1 containing the salient features of the Subsidiary Companies is attached to the Financial Statements in a separate section and forms part of this Report. The separate audited accounts of the Subsidiary Companies are available on the website of the Company.

The Company’s subsidiary registered a turnover of Rs 37,73.31 lakh during the current Financial Year against Rs 64,00.39 Lakhs during FY 2015-16. The Subsidiary also reported a loss of Rs 5,88.98 lakhs (Previous Year Rs.6,07.42 lakhs). During the year the loss making Tyre Tube Valve business was discontinued. The above loss includes the cost of closer and impairment of assets on account thereof. The Management is now concentrating on the engineering division. During the year Mr. Akshat Goenka, Jt. Managing Director of the Company was appointed as Managing Director of the Subsidiary.

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Consolidated Financial Statements prepared by the Company in this Report include the financial results of the subsidiary company duly audited by the Statutory Auditors. The said statements have been prepared in accordance with the relevant accounting standards as prescribed under the Companies Act, 2013. The Company does not have any material subsidiary in the immediately preceding accounting year. However, as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI has made it mandatory for all listed companies to formulate a policy for determining ‘material’ subsidiaries. Accordingly, a policy on ‘material’ subsidiaries was formulated by the Audit Committee of the Board of Directors and same is also posted on the website of the Company and may be accessed at the link http://www.occlindia.com/policies.htm

24. VIGIL MACHANISM POLICY

The Company has a Vigil Mechanism Policy to deal with instance of fraud and mismanagement, if any. The details of the Vigil Mechanism Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

25. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 is annexed to this report.

26. FRAUD REPORTING

There was no fraud reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013, to the Audit Committee or the Board of Directors during the year under review.

27. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

No case was filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 during the year under review.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY’S OPERATIONS IN FUTURE

During the period under review, there were no significant and material orders passed by any regulator / court / tribunal impacting the going concern status and the Company’s operations in future.

29. RISK MANAGEMENT

As a policy The Company has identified key risk concern/areas. The assessment of each risk area is done on quarterly basis. Following are the main concern/ risk related to the Company:

Market Related Risk: mainly demand, realization and redundancy of the product.

Production related Risk: mainly availability of inputs, accident or break down in the plant and rejection of material by the customers.

Human Resources Risk includes the risk of labour unrest, high employee turnover ratio and lower productivity due to dissatisfaction of employees.

Revenue Risk: adverse exchange rate movement. Govt. Policies and duty rates Data and records: data loss, fire and Virus attack etc.

A Risk Management committee has been formed for the purpose of evaluation of Risks. The Board and the Audit Committee also takes note of Risk management of the Company in every quarter.

The Risk Assessment is also discussed in the Management Discussion and Analysis attached to this report.

30. NUMBER OF MEETINGS OF THE BOARD

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

31. CORPORATE GOVERNANCE

a) As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion & Analysis, a Report on Corporate Governance together with the Auditors’ certificate regarding the Compliance of conditions of Corporate Governance forms part of the Annual Report.

b) The Board of Directors of the Company has laid down a comprehensive Code of Conduct for all its Board members and senior management personnel which have also been posted on the website of the Company. A certificate by the Managing Director regarding compliance of the code of conduct of the Company is also included in the Annual report.

32. ACKNOWLEDGMENTS

The Board places on record its appreciation of the support and assistance of various Banks, Government Agencies, Suppliers, valued Customers and the shareholders in particular and looks forward to their continued support. Relations between your Company and its employees remain cordial and the Directors wish to express their appreciation for the co-operation and dedication of all employees of the Company.

On behalf of the Board of Directors

Place : Noida Arvind Goenka O.P. Dubey

Date :23^rd May, 2017 Managing Director Director

DIN:00135653 DIN:228441

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Mar 31, 2015

TO THE MEMBERS

The Directors hereby present their Thirty Fifth Report along with the Audited Annual Financial Statements (including Audited Consolidated Financial Statements) of the Company for the Financial Year ended March 31, 2015.

1. FINANCIAL RESULTS (Rs. Lakhs)

Particulars For the Year ended 31.3.2015 31.3.2014

Net Sales/Income from Operations 2,82,57.35 2,61,69.57

Other Income 12,86.13 3,49.00

Total Revenue 2,95,43.48 2,65,18.57

Profit/(Loss) Before Taxation 62,96.21 50,15.50

Provision for Taxation (11,64.61) (9,71.59)

Profit/(Loss) after Taxation 51,31.60 40,43.91

Amount Available for Appropriation 1,82,36.57 1,44,48.18

Appropriation:

Interim/Proposed Dividend on Equity Shares 8,75.17 7,20.72

Tax on Dividend 1,77.04 1,22.49

Transferred to General Reserve - 500.00

Balance Carried to Balance Sheet 1,71,84.36 1,31,04.97

Including Rs. 2,67.12 Lakhs Deferred Tax (Previous year Rs. 2,14.26 Lakhs)

2. DIVIDEND

Your Directors are pleased to recommend Final Dividend of 55% on 10296062 Equity Shares (Rs.5.5 per share of Rs.10 each). The Dividend will absorb Rs.6,81.57 Lakhs (Inclusive of Dividend Tax of Rs.1,15.28 Lakhs). With this, the total dividend for the year including interim dividend of 30% comes to 85%.

3. OPERATIONS Insoluble Sulphur

During the year, Company's Gross Revenue from Insoluble Sulphur increased by 5% over the previous year driven by growth in domestic as well as export sales. Export sales quantity increased by 10% as compared to last year on account of increased off take by existing customers and addition of some new customers. The growth rate in domestic volumes was 6% only as the tyre industry in India was in the grip of slowdown and demand picked up late in the second half of the year. The increase in production was 14% over previous year. Contribution levels were also maintained on account of better capacity utilization of Mundra Plant and optimization of utility consumption.

Sulphuric Acid & Oleum

Sulphuric Acid and Oleum sales also registered 40% growth over previous year due to better market conditions. Production of Sulphuric Acid (Eqvt.) was 32% higher than previous year. This was due to debottlenecking of the Plant in the previous year.

FUTURE PROSPECTS Insoluble Sulphur

Production from both the Plants have now been fully tied up and it is expected that the Company will be able to utilise its installed capacities at the optimum levels. Demand of Insoluble Sulphur in India is expected to grow in

double digits on the back of increased use of Radial Tyres in Commercial Vehicles which consumes more Insoluble Sulphur. Global Demand continues to grow at 3-4% per annum resulting in positive outlook. In order to expand its customer base and geographical footprints, the Company is exploring capacity expansion at Mundra. The Future prospects are discussed in greater detail in the management discussion and analysis annexed to this report.

Sulphuric Acid & Oleum

The prospects of Sulphuric Acid and Oleum, being commodity products remain same. The pricing trend is determined by one dominate manufacturer for whom Sulphuric Acid is a by-product. However, as the full steam requirement of Insoluble Sulphur Plant is now met by Sulphuric Acid Plant, the plant continues to be viable.

4. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place an established internal control system designed to ensure proper recording of financial and operational information, compliance of various internal controls and other regulatory and statutory compliances. Self certification exercise is also conducted by which senior management certifies effectiveness of the internal control system of the Company. Internal Audit is conducted throughout the organization by qualified outside Internal Auditors. Findings of the Internal Audit Report are reviewed by the top Management and by the Audit Committee of the Board and proper follow up action are ensured wherever required. The Statutory Auditors have evaluated the system of internal controls of the Company and have reported that the same are adequate and commensurate with the size of the Company and nature of its business.

5. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of the business of the Company during the year. The Company has only one subsidiary, namely Schrader Duncan Limited (SDL) and there was no change in the nature of the business of this Subsidiary. There were no significant and material orders passed by regulators or courts or tribunals impacting the going concern status and Company's operations in future. There were no material changes and commitments affecting the financial position of the Company occurring between March 31, 2015 and the date of this report.

6. RESEARCH & DEVELOPMENT

Research & Development is fundamental to the Company's efforts to maintain the technical and quality edge for the product. A full in-house Research & Development team works on continuous basis to improve the quality of product and its properties. New Grades are also being developed to meet customers varied requirements. Research in the areas of reducing utilities cost and process parameters improvement is also being done. Help of accredited independent laboratories is also taken as and when required for studying and evolving critical parameters.

The Company's Research and Development unit is approved from Department of Scientific and Industrial Research, Ministry of Science and Technology Government of India.

The focus on R&D has increased during the year. The R&D lab has been augmented by acquiring state of the art analytical and process equipments to help in faster and detailed analysis. Further, pilot plants, as required, are being set up to validate the research findings. The details of some specific R&D activities carried out and benefits derived out of them have been annexed to this report.

7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

As required under Section 134(3) (m) of the Companies Act, 2013 read with Rule8 (3) of the Companies (Accounts) Rules 2014, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed to this Report.

8. POLLUTION CONTROL

Your Company's Plants have all the requisite Pollution Control Equipments and meets all the desired and statutory norms in this regard. The Insoluble Sulphur Units of the Company enjoys ISO-TS 16949:2009, EMS14001-2004 and OHSAS18001:2007 Certification.

9. STATUTORY AUDITORS AND AUDIT REPORT

Messrs Singhi & Co., Chartered Accountants, were appointed as Auditors of the Company for tenure of three years i.e. from the conclusion of 34th Annual General Meeting till the conclusion of the 37th Annual General Meeting of the Company. However, this appointment is subject to ratification by members at every Annual General Meeting held after appointment during their tenure of office. The Auditors have confirmed their eligibility and qualification under Section 141 of Companies Act 2013 and therefore, their ratification for appointment as Statutory Auditors for the year 2015-16 is being sought from the Members of the Company at the ensuing AGM. As regards the comments in the Auditors' Report, the relevant notes in the Accounts are self explanatory and may be treated as information/ explanation submitted by the Board as contemplated under provisions of the Companies Act, 2013.

10. SECRETARIAL AUDIT

In compliance with the provisions of Sec 204 and other applicable provisions of Companies Act 2013, a secretarial audit was conducted during the year by Secretarial Auditors M/s. S.Rath & Company. The Secretarial Auditor's Report is attached as annexure and form part of this report. There are no qualifications or observations or remarks made by the Secretarial Auditors in their Audit Report.

11. COST AUDIT

In compliance with the Central Government's order, your Board has appointed Messrs. J K Kabra & Co., Cost Accountants, to carry out the Cost Audit of the Company in respect of Chemicals for the financial year 2014-15. The Cost Audit Report for the year ended 31st March, 2014 has been submitted to the Ministry of Corporate Affairs.

12. PUBLIC DEPOSITS

Fixed Deposits from public outstanding with your Company at the end of the financial year stood at Rs. 4,94,02,000/-. Of this, deposit amounting to Rs. 10,000/- which had fallen due for payment on 7th May, 2003 has since been claimed by the depositor on 5th May, 2010. However, the same could not be paid as the depositor has failed to produce the Original Deposit Receipt in respect thereof. Deposits aggregating to Rs.14,94,000/- due for repayment on or before 31st March, 2015 were not claimed by the depositors by the said date. Out of these, deposits totalling Rs. 14,000/- have since been claimed and settled. This apart, deposits amounting to Rs. 12,95,000/- though fallen due for payment, could not be settled as there is a dispute between the concerned joint depositors and the matter is sub-judice.

13. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of your Director's knowledge and belief and according to the information and explanations obtained your Directors make the following statements in terms of section 134 (3)(c) of the Companies Act, 2013:

i) that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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

iii) that proper and sufficient care has 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;

iv) that the annual financial statements have been prepared on a going concern basis;

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

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

14. AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the Company consists of Mr O.P Dubey as Chairman, Mr. B.B Tandon, Mr. Suman J Khaitan as Members. The Company Secretary is the Secretary of the Committee. The Managing Director, Chief Financial Officer and Auditors are permanent invitees to the committee meetings. The detail of terms of reference of Audit Committee, number and dates of meetings held, attendance of the directors and remunerations paid to them are given separately in the attached Corporate Governance Report. Your Company has a well structured Internal Audit System commensurate with its size and operations. During the year there were no instances where the Board had not accepted the recommendations of the Audit Committee.

15. STAKE HOLDER'S RELATIONSHIP COMMITTEE

The Company has a Stake Holder's Relationship Committee for reviewing shareholders/investors complaints. The present members of this Committee are Mr J.P Goenka (Chairman), Mr. Arvind Goenka (Member) and Mr. Suman J Khaitan (Member). The detail of number and dates of meetings held attendance of the directors and remunerations paid to them are given separately in the attached Corporate Governance Report.

16. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee was constituted on 29th May, 2014 with Mr. Suman J Khaitan as Chairman, Mr. K Raghuraman and Mr. Arvind Goenka as members. The detail of terms of reference, number and dates of meetings held, attendance of the directors and remunerations paid to them are given separately in the attached Corporate Governance Report.

The Company recognizes that an effective practice of CSR is required giving due consideration to the welfare of the community, environment and social structure that it operates in and that of the country including focus welfare areas identified by the Sate and Central Government. CSR Committee of the Company has laid down the policy to meet the Corporate Social Responsibility objectives of the Company.

The CSR Policy includes any activity prescribed as CSR activity as per the Rules of Companies Act 2013. The main Focus areas taken in the policy are Education, Health care and family welfare, Environmental Safety, contribution to any relief fund setup by the Government of India and any State Government.

The details of amount of Rs. 90.00 lakhs spent zon CSR activities and projects undertaken during the year are given in the annexure to the Directors Reports.

The detailed CSR policy of the Company is available on the website of the Company which is www.occlindia.com.

17. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee has Mr. O.P. Dubey as Chairman, Mr. B.B Tandon and Mr. K Raghuraman as members. The detail of terms of reference of this Committee, number and dates of meetings held attendance of the directors and remunerations paid to them and the brief outline of the Remuneration policy of the company are given separately in the attached Corporate Governance Report. The approved Remuneration Policy of the company is also available on the website of the Company which is www.occlindia.com.

18. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and other Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. The Independent Directors are regularly updated on industry and market trends, plant and process and operational performance of the Company through presentations in this regard and periodic plant visits. They are also periodically kept aware of the latest developments in the Corporate Goverence, their duties as directors and relevant laws.

19. DIRECTORS

Mr. J P Goenka retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment.

The term of Mr. Arvind Goenka, Managing Director of the Company, is expiring on 30th September, 2015. The Board has extended his term for a period of three years subject to your approval and such other approvals as may be required. Details of the proposal of his re-appointment are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of 35th Annual General Meeting. Mrs. Runa Mukherjee was appointed by the Board of Directors by resolution of circulation on 16th March, 2015. Mrs. Mukherjee holds office as an Additional Director of the Company upto the date of the ensuing Annual General Meeting. The Company has received a notice pursuant to Section 160 of the Companies Act, 2013 along with prescribed deposit from a member of the Company signifying his intention to propose the candidature of Mrs. Runa Mukherjee for the Office of the Director of the Company.

As per Section 149, 150, 152, 161 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder, your Directors are seeking reappointment of Mrs. Runa Mukherjee as an Independent Director of the Company to hold office for five consecutive years for a term upto the conclusion of 40th Annual General Meeting of the Company in the calendar year 2020. Details of the proposal of appointment of Mrs. Runa Mukherjee are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of 35th Annual General Meeting. Her appointment is appropriate and in the best interest of the Company.

Mr. Akshat Goenka, Vice President was appointed by the Board of Directors as an Additional Director of the Company with effect from 14th May, 2015. The Directors are seeking appointment of Mr. Akshat Goenka as a Whole Time Director, retiring by rotation, designated as 'Joint Managing Director' for a period of three years w.e.f. 1st June, 2015. Details of the proposal of appointment of Mr. Akshat Goenka are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of 35th Annual General Meeting. His appointment is appropriate and in the best interest of the Company.

The independent directors of the Company have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Sec 149 of the Companies Act 2013 and the Board is also of the opinion that independent directors fulfill all the conditions specified in the Companies Act 2013 making them eligible to act as independent directors.

20. PARTICULARS OF EMPLOYEES AND KEY MANAGERIAL PERSONNEL (KMP)

The following three persons are the Key Managerial Personnel of the Company as per the provisions of Sec 203 of the Companies Act, 2013.

a) Mr. Arvind Goenka, Managing Director

b) Mr. Anurag Jain, Chief Financial Officer

c) Mr. Pranab Maity, Company Secretary

Pursuant to Sec 134(3) (q) read with Rule 5 of Companies (appointment and Remuneration of Managerial Personnel) Rules 2014, The Remuneration and other details of Key Managerial Personnel and other Employees for the year ended March 2015 are annexed to this report.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

22. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arms' 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 Company at large. All related party transactions are placed before the Audit Committee and given in the notes annexed to and forming part of this Financial Statement. The approved policy on related party transactions is also available on the website of the Company www.occlindia.com.

23. SUBSIDIARY

The Company has only one subsidiary, namely Schrader Duncan Limited (SDL). A statement containing financial details of the subsidiary is included in the Annual Report.

As required under the Listing Agreements entered into with the Stock Exchanges, a consolidated financial statements presented by the Company in this Report include the financial results of the subsidiary company duly audited by the statutory auditors. The said statements have been prepared in accordance with the relevant accounting standards as prescribed under the Companies Act, 2013.

24. VIGIL MECHANISM POLICY

The Company has a Vigil Mechanism Policy to deal with instance of fraud and mismanagement, if any. The details of the Vigil Mechanism Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

25. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 is annexed to this report.

26. RISK MANAGEMENT

As a policy the Company has identified key risk concern/areas. The assessment of each risk area has been done on quarterly basis. Following are of the concern areas of the Company:

Market Related Risk: related to mainly demand, realisation and redundancy of the product.

Production related Risk: related to mainly availability of inputs, accident or break down in the plant and rejection of material by the customers.

Human Resources Risk includes the risk of labour unrest, high employee turnover ratio and lower productivity due to dissatisfaction of employees.

Revenue Risk: adverse exchange rate movement.

The Board and the Audit Committee takes note of the Risk management of the Company in every quarter.

The Risk Assessment is also discussed in the Management Discussion and Analysis attached to this report.

27. NUMBER OF MEETINGS OF THE BOARD

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

28. CORPORATE GOVERNANCE

a) As per the amended Listing Agreement with the Stock Exchanges, a Management Discussion & Analysis, a Report on Corporate Governance together with the Auditors' certificate regarding the Compliance of conditions of Corporate Governance forms part of the Annual Report.

b) The Board of Directors of the Company has laid down a comprehensive Code of Conduct for all its Board members and senior management personnel which have also been posted on the website of the Company. A certificate by the Managing Director regarding compliance of the code of conduct of the Company is also included in the Annual report.

29. ACKNOWLEDGMENTS

The Board places on record its appreciation of the support and assistance of various Banks, Government Agencies, Suppliers, valued Customers and the shareholders in particular and looks forward to their continued support. Relations between your Company and its employees remain cordial and the Directors wish to express their appreciation for the co-operation and dedication of all employees of the Company.

By Order of the Board

Place : New Delhi J.P. Goenka Date : 14th May, 2015 Chairman

---

Mar 31, 2014

TO THE MEMBERS

The Directors hereby present their thirty fourth Reports together with the Audited Accounts of the Company for the accounting year ended March 31, 2014.

1. FINANCIAL RESULTS (Rs. in Lacs)

For the For the Year ended Year ended 31.3.2014 31.3.2013

profit/(Loss) Before Taxation 50,15.50 40,03.51

Provision for Taxation * (9,71.59) (12,65.06)

profit/(Loss) after Taxation 40,43.91 27,38.45

Amount Available for Appropriation 1,44,48.18 1,14,04.98

Appropriation:

Interim/Proposed Dividend on Equity Shares 7,20.72 5,14.80

Tax on Dividend 1,22.49 85.91

Transferred to General Reserve 5,00.00 4,00.00

Balance Carried to Balance Sheet 1,31,04.97 1,04,04.27

* Including Rs. (2,14.26) Lacs Deferred Tax (Previous year Rs.9,89.09 Lacs)

2. DIVIDENDS

Your Directors are pleased to recommend Final Dividend of 50% on 10296062 Equity Shares (Rs.5 per share of Rs.10 each). The Dividend will absorb Rs.6,02.29 Lacs (Inclusive of Dividend Tax of Rs.87.49 Lacs). With this, the total dividend for the year including interim dividend of 20% comes to 70%.

3. OPERATIONS Insoluble Sulphur

During the year total sales of Insoluble Sulphur was 19224 MT and Production of Insoluble Sulphur was 18733 MT which is 13% and 5% higher respectively than the previous year. Export sales volume registered 14% growth as compared to last year mainly due to demand increase in some areas and entry into new markets. Domestic sales also increased 12% over previous year. Per MT sales realisation also improved due to better exchange rate.

Sulphuric Acid & Oleum

Production of Sulphuric Acid (Eqvt.) was 31860 MT which is 17% lower than previous year and Oleum production was at 3589 MT 28% lesser than last year. On the same line sales of Sulphuric Acid was at 27233 MT 17% lower than last year. Sales of Oleum was at 3483 MT which is 28% lower than the last year. During the year two months shutdown was taken for annual maintenance, modernization of plant and capacity increase resulting in lower production and sales.

After the modifications, total steam requirement of both the Insoluble Sulphur Plants at Dharuhera is now being met from surplus steam generated by the Sulphuric Acid Plant resulting in reduction in Boiler Steam generation.

FUTURE PROSPECTS Insoluble Sulphur

With approvals now available for full capacities of the plants, sales during the next year is expected to be good and the Company is planning for further expansion of its Insoluble Sulphur Capacities. The Market has moved decisively to High Grade (Highly Stable and Highly Dispersible) Insoluble Sulphur and your Company is striving to shift all its production to these High Performance Insoluble Grades. The future prospects are discussed in greater detail in the Management Discussion and Analysis annexed to this report.

Sulphuric Acid & Oleum

The market prospects of Sulphuric Acid and Oleum remain the same as these are commodity products with price being directed by one dominant manufacturer in the area for whom Sulphuric Acid is a byproduct. However with increase in Surplus Steam for supply to Insoluble Sulphur Plant, the unit remains viable.

4. RESEARCH & DEVELOPMENT

A full in-house Research & Development team works on continuous basis to improve the quality of product and its properties. New Grades are also being developed to meet customers varied requirements. Research in the areas of reducing utilities cost and process parameters improvement is also being done. Help of accredited independent laboratories is also taken as and when required for studying and evolving critical parameters. Research & Development is fundamental to the Company''s efforts to maintain the technical and quality edge for the product.

During the year your Company''s Research and Development unit has got approval from Department of Scientific and Industrial Research, Ministry of Science and Technology Government of India. The focus on R&D has increased during the year. The R&D lab is being augmented by acquiring State of the Art analytical and process equipments to help in faster and detailed analysis. Further, pilot plants are also being set up to validate the research fndings.

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

As required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed to this Report.

6. POLLUTION CONTROL

Your Company''s Plant has all the requisite Pollution Control Equipments and meets all the desired and statutory norms in this regard. The Insoluble Sulphur Units of the Company enjoys ISO 14001-2004 certification.

7. COST AUDIT

In compliance with the Central Government''s order, your Board has appointed Messrs. J K Kabra & Co., Cost Accountants, to carry out the Cost Audit of the Company in respect of Sulphuric Acid for the financial year 2013-14. The Cost Audit Report for the year ended 31st March, 2013 has been submitted to Ministry of Corporate Affairs.

8. PUBLIC DEPOSITS

Fixed deposits from public outstanding with your Company at the end of the financial year stood at Rs.4,98,82,000/-. Of this, deposit amounting to Rs.10,000/- which had fallen due for payment on 7th May, 2003 has since been claimed by the depositors on 5th May, 2010. However, the same could not be paid as the depositor has failed to produce the Original Deposit Receipts in respect thereof. Deposits aggregating to Rs.20,36,000/- due for repayment on or before 31st March, 2014 were not claimed by the depositors by the said date. Out of these, deposits totaling Rs.3,70,000/- have since been claimed and settled. This apart, deposits amounting to Rs.12,95,000/- though fallen due for payment, could not be settled as there is a dispute between the concerned joint depositors and the matter is sub-judice.

9. DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors, based on representation received from operating Management, state that:

i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures in the financial statement;

ii) the accounting policies have been selected and applied consistently and judgments and estimates have been reasonably and prudently made when required 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;

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

iv) Annual accounts for the financial year have been prepared on a going concern basis.

10. AUDIT & INVESTORS/SHAREHOLDERS GRIEVANCE COMMITTEE

Your Company has a well structured Internal Audit System commensurate with its size and operations. An Audit Committee consisting of three independent non-executive Directors is in place with terms of reference as per the provisions of the Companies Act, 1956 and Listing Agreement with the Stock Exchanges.

The Company also has a Committee of Directors for reviewing shareholders/investors complaints.

11. DIRECTORS

The Board of Directors at their meeting held on 11th November, 2013 appointed Mr. H S Shashikumar as a Nominee Director of the Company in place of Mr. S K Roy, who has resigned from the Board w.e.f. 26th July, 2013. Mr. Shashikumar holds office up to the date of forthcoming Annual General Meeting of the Company and is eligible for re-appointment.

The Board has placed on record its deep appreciation for the valuable contribution made by Mr. S.K Roy during his tenure of directorship in the company.

Impending notifcation of Section 149 of the Companies Act, 2013, your Directors are seeking appointment Mr. S J Khaitan, Mr. B B Tandon. Mr. O P Dubey and Mr. K Raghuraman as Independent Directors for five consecutive years for a term upto 29th July, 2019. Details of the proposal for appointment and brief profle of Mr. Tandon, Mr. Khaitan, Mr. Dubey and Mr. Raghuraman are mentioned in Explanatory Statement under

Section 102 of the Companies Act, 2013 of the Notice of the 34th Annual General Meeting

12. SUBSIDIARY

The Company has only one subsidiary, namely Schrader Duncan Limited (SDL). A statement containing brief financial details of the subsidiary is included in the Annual Report.

As required under the Listing Agreements entered into with the Stock Exchanges, a consolidated financial statements presented by the Company in this Report include the financial results of the subsidiary company duly audited by the statutory auditors. The said statements have been prepared in accordance with the relevant accounting standards as prescribed under Section 211(3C) of the Companies Act, 1956. In terms of General Circular No. 2/2011 dated February 8, 2011 issued by the Ministry of Corporate Affairs, Government of India, granting general exemption to attach the Subsidiaries'' Annual Accounts, as required under section 212(8) of the Act, the Report and Audited Accounts of the subsidiary company viz. Schrader Duncan Limited are not annexed to this Report. However, the financial information of the subsidiary company is disclosed in this Report along with the Consolidated Financial Statements in compliance with the said circular. The Company will make available the Annual Accounts of subsidiary company and the related detailed information to any shareholder of the Company who may be interested in obtaining the same at any point of time. The annual accounts of the subsidiary company shall also be kept open for inspection by any shareholder at the Registered office of the Company and that of the subsidiary company.

13. AUDITORS AND AUDIT REPORT

Messrs Singhi & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for re-appointment. As regards the comments in the Auditors'' Report, the relevant notes in the Accounts are self explanatory and may be treated as information/ explanation submitted by the Board as contemplated under Section 217(3) of the Companies Act, 1956.

14. CORPORATE GOVERNANCE

a) As per the amended Listing Agreement with the Stock Exchanges, a Management Discussion & Analysis, a Report on Corporate Governance together with the Auditors'' certifcate regarding the Compliance of conditions of Corporate Governance forms part of the Annual Report.

b) The Board of Directors of the Company has laid down a comprehensive Code of Conduct for all its Board members and senior management personnel which have also been posted on the website of the Company. A certifcate by the Managing Director regarding compliance of the code of conduct of the Company is also included in the Annual report.

15. PARTICULARS OF EMPLOYEES

In compliance with the Provision of Section 217(2) (A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, a statement giving the required information relating to the employee is annexed to this report.

16. ACKNOWLEDGMENTS

The Board places on record its appreciation of the support and assistance of various Banks, Government Agencies, Suppliers, valued Customers and the shareholders in particular and looks forward to their continued support. Relations between your Company and its employees remain cordial and the Directors wish to express their appreciation for the co-operation and dedication of all employees of the Company.

By Order of the Board

Place : New Delhi J.P. Goenka

Date : 29th May, 2014 Chairman

---

Mar 31, 2013

TO THE MEMBERS

The Directors hereby present their thirty third Report together with the Audited Accounts of the Company for the accounting year ended March 31, 2013.

1. FINANCIAL RESULTS

(Rs. in Lacs)

For the For the Year ended Year ended 31.3.2013 31.3.2012

Proft/(Loss) Before Taxation 40,03.51 44,49.79

Provision for Taxation * (12,65.06) (13,04.03)

Proft/(Loss) after Taxation 27,38.45 31,45.76

Amount Available for Appropriation 1,14,04.98 96,64.83

Appropriation:

Interim/Proposed Dividend on Equity Shares 5,14.80 5,14.80

Tax on Dividend 85.91 83.50

Transferred to General Reserve 4,00.00 4,00.00

Balance Carried to Balance Sheet 1,04,04.27 86,66.53

* Including Rs. (989.09) Lakhs Deferred Tax (Previous year Rs.10.99 Lakhs)

2. DIVIDENDS

Your Directors are pleased to recommend Final Dividend of 30% on 10296062 Equity Shares (Rs.3 per share of Rs.10 each). The Dividend will absorb Rs.3,61.38 Lakhs (Inclusive of Dividend Tax of Rs.52.50 Lakhs. With this, the total dividend for the year including interim dividend of 20% comes to 50%.

3. OPERATIONS Insoluble Sulphur

During the year total production of Insoluble Sulphur was 17918 MT out of which 11070 Mt was from Dharuhera plant and 6848 Mt was from Mundra Plant. Commercial Production from Phase-II of Mundra plant started in May 2012. However, total production of Insoluble Sulphur was higher by only 3% from last year. Total Sales during the year was 16951 MT including 6317 MT from Mundra Plant. The sales of Insoluble Sulphur was 3% lower than the previous year due to lower demand. The low sales was a result of global as well Indian tyre plants cutting production due to slowdown in Indian as well as global economy. Further, due to lower demand, the impetus for tyre companies to speedily approve our new plants and products was absent resulting in delayed approvals. Though PMT Sales realisation improved during the year, proftability was lower due to higher input costs and higher fxed costs as the expenditure of the full Mundra Unit was charged post declaration of commercial productions of both the Phases.

Sulphuric Acid & Oleum

Production of Sulphuric Acid (Eqvt.) was at 38275 MT which is 6% higher than the last year production of 35991 MT. Production of Oleum was 37% higher than last year. However sales of Sulphuric Acid at 32850 MT was at par with the previous year sales of 32748 MT. Sales of Oleum was at 4866 MT which is 28% higher than the last year. Both demand and realization were good during the year resulting in the better results for the year from Sulphuric Acid Business.

4. FUTURE PROSPECTS Insoluble Sulphur

Demand from tyre companies continue to be sluggish due to global economic factors. Domestic tyre companies are also taking production cuts due to signifcant reduction in the tyre demand. Your Company is making all efforts to mitigate the situation by entering new geographical markets and customers. Consequently it is expected that sales should rise to optimum levels during the second half of 2013-14.

Sulphuric Acid & Oleum

Due to increase in Sulphuric Acid capacities of Zinc and copper plants, the availability of Sulphuric Acid has increased resulting in over supply in the region. This can result in prices for Sulphuric Acid as well as Oleum being under pressure during the next year.

5. RESEARCH & DEVELOPMENT

A full in-house Research & Development team works on continuous basis to improve the quality of product and its properties. New Grades are also being developed to meet customer''s varied requirements. Research in the areas of reducing utilities cost and process parameters improvement is also being done. Help of accredited independent laboratories is also taken as and when required for studying and evolving critical parameters. Research & Development is fundamental to the Company''s efforts to maintain the technical and quality edge for the product.

6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

As required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed to this Report.

7. POLLUTION CONTROL

Your Company''s Plant has all the requisite Pollution Control Equipments and meets all the desired and statutory norms in this regard. The Insoluble Sulphur Units of the Company enjoy ISO 14001-2004 Certifcation.

8. COST AUDIT

In compliance with the Central Government''s order, your Board has appointed Messrs. J K Kabra & Co., Cost Accountants, to carry out the Cost Audit of the Company in respect of Sulphuric Acid. This appointment has to be made in each fnancial year and based on the application of your Company the Central Government has approved the re-appointment of Cost Auditor for the year under review. The Cost Audit Report for the year ended 31st March, 2012 has been submitted to Ministry of Corporate Affairs.

9. PUBLIC DEPOSITS

Fixed deposits from public, outstanding with your Company at the end of the fnancial year, stood at Rs.5,37,95,000/-. Of the above, deposit amounting to Rs.10,000/- which had fallen due for payment on 7th May, 2003 and Rs. 45,000/- which had fallen due for payment on 2nd November, 2005 have since been claimed by the depositors on 5th May, 2010 and 14th August, 2012 respectively, but the same could not be paid as the depositors have failed to produce the Original Deposit Receipts in this respect. Deposits aggregating to Rs.21,22,000/- due for repayment on or before 31st March, 2013 were not claimed by the depositors by said date. Out of these, deposits totaling Rs.2,10,000/- have since been claimed and settled. This apart, deposits amounting to Rs.12,95,000/- though fallen due for payment, could not be settled as there is a dispute between the concerned joint depositors and the matter is sub-judice.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors, based on representation received from operating Management, state that:

i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures in the fnancial statement;

ii) the accounting policies have been selected and applied consistently and judgments and estimates have been reasonably and prudently made when required so as to give a true and fair view of the state of affairs of the Company at the end of the fnancial year and of the proft and loss of the Company for that period;

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

iv) Annual accounts for the fnancial year have been prepared on a going concern basis.

11. AUDIT & INVESTORS/SHAREHOLDERS GRIEVANCE COMMITTEE

Your Company has a well structured Internal Audit System commensurate with its size and operations. An Audit Committee consisting of three independent non-executive Directors is in place with terms of reference as per the provisions of the Companies Act, 1956 and Listing Agreement with the Stock Exchanges.

The Company also has a Committee of Directors for reviewing shareholders/investors complaints.

12. DIRECTORS

Mr. J P Goenka and Mr. K Raghuraman retire by rotation and, being eligible, offer themselves for re-election. Brief resumes of Mr. J P Goenka and Mr. K Raghuraman are given in Point No. 6 of the Report on Corporate Governance attached to this report.

13. SUBSIDIARY

The Company has one subsidiary, namely Schrader Duncan Limited (SDL). A statement containing brief fnancial details of the subsidiary is included in the Annual Report.

As required under the Listing Agreements entered into with the Stock Exchanges, a consolidated fnancial statements presented by the Company in this Report include the fnancial results of the subsidiary company duly audited by the statutory auditors. The said statements have been prepared in accordance with the relevant accounting standards as prescribed under Section 211(3C) of the Act.

In terms of General Circular No. 2/2011 dated February 8, 2011 issued by the Ministry of Corporate Affairs, Government of India, granting general exemption to attach the Subsidiaries'' Annual Accounts, as required under section 212(8) of the Act, the Report and Audited Accounts of the subsidiary company viz. Schrader Duncan Limited are not annexed to this Report. However, the fnancial information of the subsidiary company is disclosed in this Report along with the Consolidated Financial Statements in compliance with the said circular. The Company will make available the Annual Accounts of subsidiary company and the related detailed information to any shareholder of the Company who may be interested in obtaining the same at any point of time. The annual accounts of the subsidiary company shall also be kept open for inspection by any shareholder at the Registered Offce of the Company and that of the subsidiary company.

14. AUDITORS AND AUDIT REPORT

Messrs Singhi & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for re-appointment. As regards the comments in the Auditors'' Report, the relevant notes in the Accounts are self explanatory and may be treated as information/ explanation submitted by the Board as contemplated under Section 217(3) of the Companies Act, 1956.

15. CORPORATE GOVERNANCE

a) As per the amended Listing Agreement with the Stock Exchanges, a Management Discussion & Analysis, a Report on Corporate Governance together with the Auditors'' certifcate regarding the Compliance of conditions of Corporate Governance forms part of the Annual Report.

b) The Board of Directors of the Company has laid down a comprehensive Code of Conduct for all its Board members and senior management personnel which have also been posted on the website of the Company. A certifcate by the Managing Director regarding compliance of the code of conduct of the Company is also included in the Annual report.

16. PARTICULARS OF EMPLOYEES

In compliance with the Provision of Section 217(2) (A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, a statement giving the required information relating to the employee is annexed to this report.

17. ACKNOWLEDGMENTS

The Board places on record its appreciation of the support and assistance of various Banks, Government Agencies, Suppliers, valued Customers and the shareholders in particular and looks forward to their continued support. Relations between your Company and its employees remain cordial and the Directors wish to express their appreciation for the co-operation and dedication of all employees of the Company.

By Order of the Board

O.P Dubey Arvind Goenka Director Managing Director

Place : New Delhi

Date : 29th May, 2013

---

Mar 31, 2012

The Directors hereby present their thirty second Report together with the Audited Accounts of the Company for the accounting year ended March 31, 2012.

1. FINANCIAL RESULTS (Rs. Lakhs)

For the For the Year ended Year ended 31.3.2012 31.3.2011

Profit/(Loss) Before Taxation 44,49.79 43,61.16

Provision for Taxation for Current year* (13,05.01) (6,22.99)

Profit/(Loss) after Taxation for Current year 31,44.78 37,39.75

Tax Adjustment for earlier years (0.98) 1.82

Profit/(Loss) after Taxation for earlier years 31,45.76 37,37.93

Amount Available for Appropriation 96,64.83 73,98.52

Appropriation:

Interim/Proposed Dividend on Equity Shares 5,14.80 4,11.84

Tax on Dividend 83.50 67.61

Transferred to General Reserve 4,00.00 4,00.00

Balance Carried to Balance Sheet 86,66.53 65,19.07

* Including Rs. (10.99) Lakhs Deferred Tax (Previous year Rs.(36.83) Lakhs)

2. DIVIDENDS

Your Directors are pleased to recommend Final Dividend of 30% on 10296062 Equity Shares (Rs.3 per share of Rs.10 each). The Dividend will absorb Rs.3,58.99 Lakhs (Inclusive of Dividend Tax of Rs.50.10 Lakhs).

3. OPERATIONS

Insoluble Sulphur

During the year total production of Insoluble Sulphur was 17392 MT. Commercial Production from Phase-1 of Mundra plant started in August 2011 and a production of 2983 MT was achieved during the year. The total production of Insoluble Sulphur from Dharuhera operations was 14409 MT registering 6% growth from last year. Total Sales during the year was 17417 MT including 2660 MT from Mundra Plant. The demand from both international & domestic market continued to be healthy. The net profit during the year is less as the Income Tax Exemption on the Company's EOU Plant has expired resulting in tax on its income during the year.

Sulphuric Acid & Oleum

Production of Sulphuric Acid (Eqvt.) was at 35991 MT which is 6% lower than the last year production of 38402 MT. Production of Oleum was 36% lower than last year. This was mainly due to new capacities coming up in the region without any increase in demand. However, sales of Sulphuric Acid at 32748 MT was at par with the previous year sales of 32312 MT. Sales of Oleum was at 3805 MT which is 32% lower than the last year due to competition in the market from new suppliers.

4. FUTURE PROSPECTS

Insoluble Sulphur

The demand of Insoluble Sulphur was stable in international as well as the domestic market during the year. The prospect of economic slowdown being faced worldwide is expected to have adverse effect on the tyre industry as well which is the main consumer of Insoluble Sulphur. However since your Company is currently having a good order book and by virtue of having long term supply contracts the impact of the same is expected to be significantly less on the Company.

After successful completion of Phase-1 of the new plant of Insoluble Sulphur at Mundra SEZ, the work on Phase-II for another 5500 capacity addition has also been completed. The commercial production of the same has been declared in the month of May-2012.

Sulphuric Acid & Oleum

Demand of Sulphuric Acid is expected to remain at the existing levels in the near future. However, due to consumption of steam produced by it in Insoluble Sulphur Plants, the division is expected to remain profitable in the coming year.

5. RESEARCH & DEVELOPMENT

A fully in-house Research & Development team works on continuous basis to improve the quality of product and its properties. New Grades are also being developed to meet customers varied requirements. Your Company is currently working on development of pre-dispersed Insoluble Sulphur which will be a value added form of Insoluble Sulphur. Help of accredited independent laboratories is also taken as and when required for studying and evolving critical parameters. Research & Development is fundamental to the Company's efforts to maintain the technical and quality edge for the product.

6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

As required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed to this Report.

7. POLLUTION CONTROL

Your Company's Plants have all the requisite Pollution Control Equipments and meets all the desired and statutory norms in this regard. The Insoluble Sulphur Units of the Company enjoys ISO 14001-2004 Certification.

8. COST AUDIT

Department of Company Affairs has approved the appointment of M/s.J K Kabra and Co., Cost Auditors, for conducting Audit in respect of Sulphuric Acid Unit for the year ending March 2013.

9. PUBLIC DEPOSITS

Fixed deposits from public outstanding with your Company, at the end of the financial year, stood at Rs.3,88,41,000/-. Of the above, deposit amounting to Rs. 10,000/- which had fallen due for payment on 7th May, 2003 has since been claimed by the depositor on 5th May, 2010, but the same could not be paid as the depositor has not been able to produce the Original Deposit Certificate in this respect. Deposits aggregating to Rs. 17,53,000/- due for repayment on or before 31st March, 2012 were not claimed by the depositors. Out of these, deposits totalling Rs. 1,82,000/- have since been claimed and settled. Besides this, deposits amounting to Rs. 12,95,000/- though fallen due for payment could not be settled as there is a dispute between the concerned joint depositors and the matter is sub-judice.

10. DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors, based on representation received from operating Management, state that:

i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures in the financial statement;

ii) the accounting policies have been selected and applied consistently and judgments and estimates have been reasonably and prudently made when required 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;

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

iv) Annual accounts for the financial year have been prepared on a going concern basis.

11. AUDIT & INVESTORS/SHAREHOLDERS GRIEVANCE COMMITTEE

Your Company has a well structured Internal Audit System commensurate with its size and operations. An Audit Committee consisting of three independent non-executive Directors is in place with terms of reference as per the provisions of the Companies Act, 1956 and Listing Agreement with the Stock Exchanges.

The Company also has a Committee of Directors for reviewing shareholders/investors complaints.

12. DIRECTORS

Mr. B B Tandon and Mr. O P Dubey retire by rotation and, being eligible, offer themselves for re-election. The term of Mr. Arvind Goenka, Managing Director, is expiring on 30th September 2012. The Board has extended his term for a period of three years subject to your approval and such other approvals as may be required.

13. SUBSIDIARY

In the month of April 2012, your Company has acquired 50% of the total paid up equity shares of Schrader Duncan Limited from M/S Schrader Bridgeport International Inc, SDL's foreign promoters. Due to this acquisition Schrader Duncan Limited has become a subsidiary of your Company in the year 2012-13.

14. AUDITORS AND AUDIT REPORT

Messrs Singhi & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for re-appointment. As regards the comments in the Auditors' Report, the relevant notes in the Accounts are self explanatory and may be treated as information/ explanation submitted by the Board as contemplated under Section 217(3) of the Companies Act, 1956.

15. CORPORATE GOVERNANCE

a) As per the amended Listing Agreement with the Stock Exchanges, a Management Discussion & Analysis, a Report on Corporate Governance together with the Auditors' certificate regarding the Compliance of conditions of Corporate Governance forms part of the Annual Report.

b) The Board of Directors of the Company has laid down a comprehensive Code of Conduct for all its Board members and senior management personnel which have also been posted on the website of the Company. A certificate by the Managing Director regarding compliance of the code of conduct of the Company is also included in the Annual report.

16. PARTICULARS OF EMPLOYEES

In compliance with the Provision of Section 217(2) (A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, a statement giving the required information relating to the employee is annexed to this report.

17. ACKNOWLEDGMENTS

The Board places on record its appreciation of the support and assistance of various Banks, Government Agencies, Suppliers, valued Customers and the shareholders in particular and looks forward to their continued support. Relations between your Company and its employees remain cordial and the Directors wish to express their appreciation for the co-operation and dedication of all employees of the Company.

By Order of the Board

Place: New Delhi O.P. DUBEY ARVIND GOENKA

Date: 30th May, 2012 Director Managing Director

---

Mar 31, 2011

The Directors hereby present their thirty-first Report together with the Audited Accounts of the Company for the accounting year ended March 31, 2011.

1. FINANCIAL RESULTS (Rs. Lakhs)

For the For the Year ended Year ended 31.3.2011 31.3.2010

Profit/(Loss) Before Taxation 43,62.74 34,27.21

Provision for Taxation for Current year* (6,22.99) (4,81.52)

Profit/(Loss) after Taxation for Current year 37,39.75 29,45.69

Tax Adjustment for earlier years 1.82 0.00

Profit/(Loss) after Taxation for earlier years 37,37.93 29,45.69

Add: Surplus Brought Forward 36,59.99 14,94.93

Transfer from Capital Reserve Account 0.60 0.60

Amount Available for Appropriation 73,98.52 44,41.22

Appropriation:

Interim/Proposed Dividend on Equity Shares 4,11.84 4,11.84

Tax on Dividend 67.61 69.39

Transferred to General Reserve 4,00.00 3,00.00

Balance Carried to Balance Sheet 65,19.07 36,59.99 * Including Rs. (36.83) Lakhs Deferred Tax (Previous year Rs. 49.65 Lakhs.)

2. DIVIDENDS

Your Directors are pleased to recommend Final Dividend of 20% on 10296062 Equity Shares (Rs.2 per share of Rs.10 each). The Dividend will absorb Rs.2,39.33 Lakhs (Inclusive of Dividend Tax of Rs. 33.41 Lakhs).

3. OPERATIONS

Insoluble Sulphur

During the year your Company achieved 17% growth in production to 13621 MT as compared to 11696 MT last year. 10% growth was also registered in sales volumes on the back of global demand to 13796 MT against last year sales of 12506 MT. This was due to robust Global Demand and the fact that many major global tyre companies have identifed the Company as a strategic supplier. The Sales were constrained by production ca- pacities which augers well for the upcoming project. During the year, Raw Material prices witnessed gradual increase over the year.

Sulphuric Acid & Oleums

Production of Sulphuric Acid (Eqvt.) was at 38402 MT which is 8% higher than the last year production of 35638 MT. However, Oleum Production was 10% lower than the last year production. During this year sales of Sulphuric Acid was higher by 11% at 32312 MT and Oleum was at 5625 MT which is 16% lower than the last year sales. Price of Sulphuric Acid remained remunerative during the year on back of stable demand.

4. FUTURE PROSPECTS

Insoluble Sulphur

The demand of Insoluble Sulphur has picked up in international as well as the domestic market and the trend is expected to continue.

The work on a new plant for Insoluble Sulphur at SEZ Mundra to increase the capacity by 11000 Mtpa in two phases is on track.The first phase for 5500 MT is expected to be commissioned in June-2011. Production from this phase is already sold out subject to technical approvals. Accordingly, the second phase of 5500 Mtpa has been brought forward and orders for major machinery have been placed. The second phase is now targeted to be commissioned in the fourth quarter of 2011-12.

Sulphuric Acid & Oleums

Sale of Sulphuric Acid in 2011-12 is being affected by low off take in the first quarter, which is traditionally a good period for it. Therefore, margins are expected to be under pressure in 2011-12. Off take of Oleum has decreased due to addition of capacities in the region without increase in demand.

5. RESEARCH & DEVELOPMENT

A fully in-house Research & Development team works on continuous basis to improve the quality of product and its properties. New Grades are also being developed to meet customers varied requirements. Your Company is currently working on development of pre-dispersed Insoluble Sulphur which will be a value added form of Insoluble Sulphur. Help of accredited independent laboratories is also taken as and when required for studying and evolving critical parameters. Research & Development is fundamental to the Companys efforts to maintain the technical and quality edge for the product.

6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

As required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclo- sure of Particulars in the Report of Board of Directors) Rules, 1988, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed to this Report.

7. POLLUTION CONTROL

Your Companys Plant has all the requisite Pollution Control Equipments and meets all the desired and statu- tory norms in this regard. The Insoluble Sulphur Units of the Company enjoys ISO 14001-2004 Certifcation.

8. COST AUDIT

Department of Company Affairs has approved the appointment of M/s.J K Kabra and Co., Cost Auditors, for conducting Audit in respect of Sulphuric Acid Unit for the year ending 31st March 2012.

9. PUBLIC DEPOSITS

Fixed deposits from public, outstanding with your Company at the end of the financial year, stood at Rs.19221000/-. Of the above, deposit amounting to Rs. 10000/-which had fallen due for payment on 7th May,2003 has since been claimed by the depositors on 5th May,2010 but the same could not be paid as the depositor has not been able to produce the Original Deposit Certifcate in this respect. Deposits aggregating Rs.1789000/- due for repayment on or before 31st March, 2011 were not claimed by the depositors. Out of these, deposits totaling Rs.120000/- have since been claimed and settled. Besides this, deposits amounting to Rs.1295000/- though fallen due for payment, could not be settled as there is a dispute between the concerned joint depositors and the matter is sub-judice.

10. DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors, based on representation

received from operating Management, state that:

i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures in the financial statement;

ii) the accounting policies have been selected and applied consistently and judgments and estimates have been reasonably and prudently made when required 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;

iii) proper and suffcient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for pre- venting and detecting fraud and other irregularities; and

iv) Annual accounts for the financial year have been prepared on a going concern basis.

11. AUDIT & INVESTORS/SHAREHOLDERS GRIEVANCE COMMITTEE

Your Company has a well structured Internal Audit System commensurate with its size and operations. An Audit Committee consisting of three independent non-executive Directors is in place with terms of reference as per the provisions of the Companies Act, 1956 and Listing Agreement with the Stock Exchanges.

The Company also has a Committee of Directors for reviewing shareholders/investors complaints.

12. DIRECTORS

Mr. S.J Khaitan and Mr S.K Roy retire by rotation and, being eligible, offer themselves for re-election. Mr. H.C Taneja retired as Whole time Director of the Company on 15th Nov 2010 upon attaining the age of superannuation. The Board has placed on record its deep appreciation for the invaluable services rendered by Mr. Taneja throughout his tenure of directorship in the Company.

13. AUDITORS AND AUDIT REPORT

Messrs Singhi & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for re-appointment. As regards the comments in the Auditors Report, the relevant notes in the Accounts are self explanatory and may be treated as information/ explanation submitted by the Board as contemplated under Section 217(3) of the Companies Act, 1956.

14. CORPORATE GOVERNANCE

a) As per the amended Listing Agreement with the Stock Exchanges, a Management Discussion & Analysis, a Report on Corporate Governance together with the Auditors certifcate regarding the Compliance of conditions of Corporate Governance forms part of the Annual Report.

b) The Board of Directors of the Company has laid down a comprehensive Code of Conduct for all its Board members and senior management personnel which have also been posted on the website of the Company. A certifcate by the Managing Director regarding compliance of the code of conduct of the Company is also included in the Annual report.

15. PARTICULARS OF EMPLOYEES

In compliance with the Provision of Section 217(2) (A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, a statement giving the required information relating to the employee is annexed to this report.

16. ACKNOWLEDGMENTS

The Board places on record its appreciation of the support and assistance of various Banks, Government Agencies, Suppliers, valued Customers and the shareholders in particular and looks forward to their continued support. Relations between your Company and its employees remain cordial and the Directors wish to express their appreciation for the co-operation and dedication of all employees of the Company.

By Order of the Board

Place : New Delhi J.P Goenka

Date : 27th May, 2011 Chairman

---

Mar 31, 2010

The Directors hereby present their thirtieth Report together with the Audited Accounts of the Company for the accounting year ended March 31, 2010.

1. FINANCIAL RESULTS (Rs. Lakhs) For the For the Year ended Year ended 31.3.2010 31.3.2009

Profit/(Loss) Before Taxation 3427.21 813.34

Provision Cor Taxation for Current year* (481.52) (50.41)

Profit/(I.oss) after Taxation for Current year 2945.69 762.93

Tax Adjustment for earlier years 0.00 0.24

Profit/(Loss) after Taxation for earlier years 2945.69 762.69

Add: Surplus Brought Forward 1494.93 1312.33

Transfer from Capital Reserve Account 0.60 0.60

Amount Available for Appropriation 4441.22 2075.62

Appropriation:

Interim/Proposed Dividend on Kquity Shares 411.84 154.44

lax on Dividend 69.39 26.25

Transferred to General Reserve - 400.00

Balance Carried to Balance Sheet 3959.99 1494.33

* Including Rs. 49.65 I.akhs Deferred Tax (Previous year Rs. (59.02) Lakhs.

2. DIVIDENDS

Your Directors are pleased to recommend Pinal Dividend of 15% on 10296062 Hquity Shares (Rs. 1.5 per share of Rs.10 each). The Dividend will absorb Rs. 180.09 Lakhs (Inclusive of Dividend Tax of Rs. 25.65 Lakhs).

3. OPERATIONS

Insoluble Sulphur

During the year your Company achieved 9% growth in production to 11696 MT as compared to 10703 Ml last year. Your Company registered to 27% growth in sales on the back of revival in global demand to 12506 MT against last year salesof 9822 MT. After turbulent and high prices of Raw Material last year, the prices of Raw Material remained relatively stable during the year. The selling price has also reflected this easing of prices. I lowever margin levels remained robust.

Sulphuric Acid & Oleums

Production of Sulphuric Acid (Hqvt.) was at 35638 MT which is 8% higher than the last year production of 32970 Ml. I lowever Oleum Production was 14 % lower than the last year production. During this year sales of Sulphuric Acid was higher by 17% at 29043 MT and Oleum was at 6731 MT which is in line with the last year sales. Price of Sulphuric Acid remained stable during the current year after recovery from sharp lluctuations during the last year.

4. FUTURE PROSPECTS

Insoluble Sulphur

The demand of Insoluble Sulphur has picked up in international as well as the domestic market and the trend is expected to continue.

The debottlenecking exercise has added another 2000 MTPA to the capacity of Insoluble Sulphur. However,

willi additionof new custorncrs/plants and economic revival, (he current capacity is already sold out. The work on a new plant for Insoluble Sulphur at SKZ Mundra to increase the capacity by 11000 MTPA in two phases is on track and the first phase for 5500 MT is expected to be completed by 2"(l quarter of 2011. Land has already been acquired, civil work has commenced and order for long delivery items have been placed.

Sulphuric Acid & Volumes

Economic revival has given a boost to Sulphuric Acid demand and the prices are expected to remain remunerative in the coming year.

5. RESEARCH & DEVELOPMENT

A fully in-house Research & Development team works on continuous basis to improve the quality of product and its properties. New (trades are also being developed to meet customers varied requirements. Help of accredited independent laboratories is also taken as and when required for studying and evolving critical parameters. Research & Development is fundamental to the Companys efforts to maintain the technical and quality edge for the product.

6. CONSERVATIONS OF ENERGY & TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGES & OUTGO

As required under Section 217(1 )(e) of the Companies Art, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Hoard of Directors) Rules, 1988, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed to this Report.

7. POLLUTION CONTROL

Your Companys Plant has all the requisite Pollution Control Equipments and meets all the desired and statutory norms in this regard. The Insoluble Sulphur Units of the Company enjoys ISO 14001-2004 Certification.

8. COST AUDIT

The Department of Corporate A Hairs has approved the appointment of M/s. J K Kabra and Co., Cost Auditors, for conducting Audit in respect of Sulphuric Acid Unit for the year ending March 2011.

9. PUBLIC DEPOSITS

Fixed deposits from public, outstanding with your Company at the end of the financial year, stood at Rs. 1,66,70,000/-. Deposits aggregating Rs. 19,58,000/- due for repayment on or before 31 si March, 2010 were not claimed by the depositors. Out of these, deposits totaling Rs.78,000/- have since been claimed and settled. Besides, this, deposits amounting to Rs. 12,95,000/- though fallen due for payment, could not be settled as there is a dispute between the concerned joint depositors and the matter is sub-judice.

Ml. DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors, based On representation

received from operating Management, state that:

i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures in the financial statement;

ii) the accounting policies have been selected and applied consistently and judgments and estimates have been reasonably and prudently made when required 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;

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

iv) Annual accounts for the financial year have been prepared on a going concern basis.

11. AUDIT & INVESTORS/SHAREHOLDERS GRWVANCE COMMITTEE

Your Company has a well structured Internal Audit System commensurate with its si/.e and operations. An Audit Committee consisting of three independent non-cxccutivc Directors is in place with terms of reference as per the provisions of the Companies Act, 1956 and Listing Agreement with the Stock Exchanges.

The Company also has a Committee of Directors for reviewing sharehol -ders/investors complaints.

12. DIRECTORS

Mr. J.P Goenka and Mr K Raghuraman retire by rotation and, being eligible, offer themselves for re-election. Mr. Arvind Goenka has been appointed by the Hoard of Directors as the Managing Director of the Company for a period of three years with effect from Isl October, 2009 subject to your approval and the requisite approval of the Central Government, if required, and such other approvals as may be necessary.

13. AUDITORS AND AUDI I REPORT

Messrs Singhi & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for re-appointment. As regards the comments in the Auditors Report, the relevant notes in the Accounts are self explanatory and may be treated as information/ explanation submitted by the Hoard as contemplated under Section 217(3) of the Companies Act, 1956.

14. CORPORATE GOVERNANCE

a) As per the amended Listing Agreement with the Stock Lxchangcs, a Management Discussion & Analysis, a Report on Corporate Governance together with the Auditors certificate regarding the Compliance of conditions of Corporate Governance forms part of the Annual Report.

b) The Hoard of Directors of the Company has laid down a comprehensive Code of Conduct for all its Hoard members and senior management personnel which have also been posted on the website of the Company. A certificate by the Managing Director regarding compliance of the code of conduct of the Company is also included in the Annual report.

15. PARTICULARS OK EMPLOYEES

In compliance with the Provision of Section 217(2) (A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, a statement giving the required information relating to the employees is annexed to this report.

16. ACKNOWLEDGMENTS

The Hoard places on record its appreciation of the support and assistance of various Hanks, Government Agencies, Suppliers, valued Customers and the shareholders in particular and looks forward to their continued support. Relations"betwecn your Company and its employees remain cordial and the Directors wish to express their appreciation for the co-operation and dedication of all employees of the Company.

By Order of the Board

Place : New Delhi J.P. Goenka

Date :28,th May, 2010 Chairman