Directors Report of Alufluoride Ltd.

Mar 31, 2018

The Directors have pleasure in presenting the Annual Report of your Company along with the audited Statement of Accounts for the financial year ended 31^st March, 2018. The Report also includes the Management Discussion and Analysis Report in accordance with the Guidelines on Corporate Governance and consolidated Financial Statements.

FINANCIAL RESULTS

The Financial results of the Company for the period under review are as follows:

(Rs. in lakhs)

31-03-2018		31-03-2017
Sales and other revenue	4,966.90	3,875.10
Profit before Finance charges,	984.09	515.80
Depreciation, Tax & other adj''s
Less: Finance charges	4.85	4.21
Profit before Depreciation,	979.24	511.59
Tax & other adj''s
Less: Depreciation	72.16	55.43
Profit before Tax & other adj''s	907.08	456.16
Less: Provision for current tax	213.07	115.81
Taxes of earlier years	(2.85)	0.75
Deferred Tax Asset/	51.19	(5.33)
Liability adj''s
Profit before appropriations and	645.67	344.93
carried to Balance Sheet
Add/Less: Other Comprehensive	76.66	62.96
Income (INDAS adj''s)
Profit before appropriations and	722.33	407.89
carried to Balance Sheet

COMPANY’S PERFORMANCE

Your Directors report that the Company made an ALL-TIME RECORD Aluminium Fluoride production and correspondingly an ALL-TIME RECORD Aluminium Fluoride Sales during the year under review. The Company produced 8,206 MT and sold 8,162 MT Aluminium Fluoride, as against 6,201 MT Production and 6,326 MT sold during 2016-17. With the increased Production and Sales volume, the Sales and Other Revenue reported at Rs.4,966.90 lakhs as against Rs.3,875.10 lakhs during 2016-17. With improved consumption norms, increased production, better sales realization, efficient working capital management, increase in other income and effective cost control measures, the Company posted a RECORD net profit (before INDAS adjustments) of Rs. 645.67 lakhs for the year as against a net profit (before INDAS adjustments) of Rs. 344.93 lakhs in 2016-17.

OUT LOOK FOR THE CURRENT YEAR

The sale price of Aluminium Fluoride for the current year has improved. The Company is planning to maintain the 2017-18 year’s Production and Sales volume during 2018-19. The Company is hoping to post better returns in the current year.

The Company received order for Consent for Establishment of increased Aluminium Fluoride production facilities from Andhra Pradesh Pollution Control Board and has started project expansion works with modern and efficient technology. The Company is expected to complete the project expansion by mid of October, 2019 and will start commercial production from November, 2019 onwards with increased production capacities.

EXPORTS

During the year under review, the Company has not registered any Export sales.

INSURANCE

All the properties of the Company including Buildings, Plant and Machinery and Stocks have been adequately insured.

DIVIDEND

Your Directors wish to record that, the Company has taken up ALUMINIUM FLUORIDE and related products project expansion at Visakhapatnam based on the long term Hydrofluosilicic Acid agreements with the adjacent Fertilizer complex and with IFFCO Limited, Paradeep. In view of the proposed expansion, your Directors are not recommending any Dividend.

CORPORATE GOVERNANCE

As per chapter IV of the SEBI (Listing obligations & Disclosure Requirements) Regulations, 2015 a separate section on Corporate Governance is enclosed which forms part of the Annual Report.

A certificate from the Auditors of the Company on compliance with the conditions of Corporate Governance as stipulated under the SEBI (Listing obligations & Disclosure Requirements) Regulations, 2015 is annexed to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed section of the Management Discussion and Analysis for the period under review as required under SEBI (Listing obligations & Disclosure Requirements) Regulations, 2015 is given as a separate statement forming part of the Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013 with respect to the Director’s Responsibility Statement, it is hereby confirmed:

i. In the preparation of the annual accounts for the financial year ended 31^st March 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures.

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

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

iv. The Directors had prepared the accounts for the financial year ended 31^st March, 2018 on a ‘going concern’ basis; and

v. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating efficiently.

DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)

Directors

Dr. T.R. Ramachandran, Director resigned as Director from the Board in view of his superannuation. The Board takes the opportunity to place on record its appreciation of the services rendered, support and guidance extended by Dr. T.R. Ramachandran during his tenure as Director of the Board. Dr. P. Mitra, Director was appointed as an alternate Director to Sri Grandhi Sreeramakrishna, Director. In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Sri A.V.V.S.S.Ch.B. Sekhar Babu, Director and Sri Ashok Vemulapalli, Director, will be retiring at the ensuing Annual General Meeting. The members are informed that Sri A.V.V.S.S.Ch.B. Sekhar Babu, Director and Sri Ashok Vemulapalli, Director have expressed their willingness for reappointment.

Key Managerial Personnel

The company has designated the Managing Director, Director Finance (as CFO) and Company Secretary as its Key Managerial Personnel in accordance with the provisions of Section.203 of the Companies Act, 2013.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

Sri Grandhi Sreeramakrishna and Sri A.V.V.S.S. Ch.B. Sekhar Babu are the Independent Directors of the Company. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as Independent Director during the year.

NUMBER OF MEETINGS OF THE BOARD

Seven Meetings of the Board were held during the year. For details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this report.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and Individual Directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (“SEBI”) under SEBI (Listing obligations & Disclosure Requirements) Regulations, 2015. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, Etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the Individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and Individual Directors was also discussed.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company’s policy on Directors’ appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of the Directors’ report.

DISCLOSURE AS REQUIRED UNDER RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The Disclosure as required under Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure - A to the Board Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED IN SUB - SECTION (1) OF SECTION 188

Details of transactions with related parties falling under the scope of Section 188(1) of the Act & Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 (Form No. AOC.2) is given in Annexure - B to the Board Report.

AUDITORS

M/s Brahmayya & Co., Chartered Accountants, Visakhapatnam, the Statutory Auditors of the Company will be retiring at the conclusion of this Annual General Meeting and have conveyed their consent for reappointment.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 205 of the Act and the rules framed there under Mr. G.M.V. Dhanunjaya Rao of GMVDR & Associates, Company Secretaries was appointed as Secretarial Auditor of the Company and the Secretarial Audit Report issued by them for the financial year 2017-18 is made a part of this Report.

COST AUDIT

Cost Audit for financial year 2017-18 is not applicable in view of the Cost Audit Amendment Rules, 2014, Government of India, Ministry of Corporate Affairs, Notification, New Delhi, dated 31.12.2014.

EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure -C in the prescribed Form MGT-9, which forms part of this report.

AUDITORS’ REPORT AND SECRETARIAL AUDITORS’ REPORT

The Auditors’ Report and Secretarial Auditors’ Report does not contain any qualifications, reservations or adverse remarks.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company from the date of closure of financial year to the date of Board Report.

CHARGES

The Company has not availed loans from any Bank/ Financial Institutions during the financial year under review.

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year under review. As such no amount of principal or interest was outstanding on the date of the Balance Sheet.

CHANGES IN SHARE CAPITAL

In the Extra Ordinary General Meeting of the shareholders held on 17^th November 2017, the Shareholders have consented for the issue of 8,20,082 convertible warrants of Rs.10/- each on preferential basis in one or more trenches, convertible into 8,20,082 equity shares (one Equity Share for one warrant issued) of the Company of the face value of Rs.10/- each, to the Promoters of the company, for cash. The company has obtained necessary approvals from BSE for the issue of Warrants at a price of Rs. 86.60 per warrant (including Rs. 76.60 towards securities premium per warrant). On 4^th December 2017, the Board of Directors have allotted 8,20,082 convertible warrants to Promoters of the Company.

UNPAID / UNCLAIMED DIVIDEND

Dividend which are unclaimed for a period of 7 years have been transferred to Investor Education & Protection Fund (IEPF).

INTERNAL CONTROL

The Company has a proper and adequate system of internal control to ensure all the assets are safeguarded and protected against loss from unauthorized use or disposition and the transactions are authorized, regarded and reported correctly. The internal control is supplemented by an extensive program of internal audits, review by management and procedures. The internal control is designed to ensure that the financial and other records are reliable for preparing financial statements and other data, and for maintaining accountability of assets.

The Company’s Internal Audit Department is regularly carrying out the Audit in all areas. Additionally, the Audit committee is reviewing all Audit Reports with significant control, all issues raised by internal and external auditing regularly, reports on the business development, all the past and the future plans are given to the Board of Directors, Internal Auditor’s reports are regularly circulated to all the senior management to comply with the findings.

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

Additional information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed in terms of Section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is given in Annexure - D and forms part of this report.

EMPLOYEE RELATIONS

During the year under review, the Company has enjoyed cordial relationship with all section of employees. The Company believes that the employees play a vital role in increasing the turnover and profitability of the Company and the strength of the Company lie in harnessing the manpower in achieving sustained long-term growth in all spheres.

ENVIRONMENT & SAFETY MEASURES

Following the ISO Certifications of 9001, 14001 and OHSAS 18001 the Company will continue taking all the necessary measures to maintain high standards of Environment, Clean and Green Belt, Water Harvesting, Pollution Control, Health and Safety Precautions.

ACKNOWLEDGEMENT

Your Directors take this opportunity in expressing their gratitude to the Government of India, the State Government. The Board is also thankful to all its Bankers, Contractors, Customers and Shareholders for their unstinted support to the Company.

For and on behalf of the Board

For ALUFLUORIDE LIMITED

VENKAT AKKINENI

Managing Director

DIN: 00013996

A.V.V.S.S.CH.B. SEKHAR BABU

Hyderabad Director

1 August, 2018 DIN:00692448

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Mar 31, 2016

To

The Members of Alufluoride Limited

Your Directors have pleasure in presenting the Annual Report of your Company along with the audited Statement of Accounts for the financial year ended 31^st March, 2016. The Report also includes the Management Discussion and Analysis Report in accordance with the Guidelines on Corporate Governance and consolidated Financial Statements.

FINANCIAL RESULTS

The Financial results of the Company for the period under review are as follows:

(Rs. in lakhs)

	31-03-2016	31-03-2015
Sales and other revenue	3,175.85	2,361.93
Profit before Finance charges,	427.23	421.03
Depreciation, Tax & other adj’s
Less : Finance charges	0.11	0.29
Profit before Depreciation,	427.12	420.74
Tax & other adj’s
Less: Depreciation	83.39	61.42
Profit before Tax & other adj’s	343.73	359.32
Less: Extraordinary &
Exceptional Expenses	—	0.47
Provision for current tax	131.85	111.42
Taxes of earlier years	4.03	4.17
Deferred Tax Asset /	(8.54)	(60.72)
Liability adj’s
Profit before appropriations and	216.39	303.98
carried to Balance Sheet

COMPANY’S PERFORMANCE

Your Directors report that the Company produced 4,930 MT of Aluminum Fluoride during the year under review as against 4,113 MT during 2014-15. During the year the Company sold 5,086 MT Aluminum Fluoride as against 3,331 MT in 2014-15. With the increased sales volume, the sales and other revenue reported at Rs. 3,175.85 lakhs as against Rs.2,361.93 lakhs during 2014-15. With the controlled consumption norms, with the increased production, with the efficient working capital management, planned increase in other income and with effective cost control measures, though the selling price of AlF3 is lower during the year compared to last year, the Company posted a net profit of Rs.216.39 lakhs for the year under review as against net profit of Rs.303.98 lakhs in 2014-15.

OUT LOOK FOR THE CURRENT YEAR

The sale price of Aluminium Fluoride for the current year has further dropped due to a major decrease in LME price of Aluminium, global metal industry recession. With the adjacent fertilizer complex assurance for increasing their Acid supplies, for the current year, as against low acid supplies of 2,365 MT acid in 2015-16, the Company is hoping to post good returns in the current year, provided aluminium fluoride prices do not further decrease.

EXPORTS

During the year under review, the Company has not registered any Export sales as against Rs.120.10 lakhs during 2014-15.

INSURANCE

All the properties of the Company including Buildings, Plant and Machinery and Stocks have been adequately insured.

DIVIDEND

Your Directors wish to record that, the Company is making all its efforts for entering in to long term agreements for acid supply and JV agreements for the proposed shifting of the plant to expand capacity, where the Company will get assured acid supplies and is expected to be finalized very shortly. In view of the proposed major expansions, your Directors are not recommending any Dividend with a view to conserve resources.

CORPORATE GOVERNANCE

As per chapter IV of the SEBI (Listing obligations & Disclosure Requirements) Regulations, 2015 a separate section on Corporate Governance is enclosed herewith which forms part of the Annual Report. A certificate from the Auditors of the Company on compliance with the conditions of Corporate Governance as stipulated under the SEBI (Listing obligations & Disclosure Requirements) Regulations, 2015 is annexed to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed section of the Management Discussion and Analysis for the period under review as required under SEBI (Listing obligations & Disclosure Requirements) Regulations, 2015 is given as a separate statement forming part of the Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013 with respect to the Director’s Responsibility Statement, it is hereby confirmed:

i. In the preparation of the annual accounts for the financial year ended 31^st March, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures.

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

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

iv. The Directors had prepared the accounts for the financial year ended 31^st March, 2016 on a ‘going concern’ basis; and

v. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating efficiently.

DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP) Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Sri Ashok Vemulapalli, Director will be retiring at the ensuing Annual General Meeting. The members are informed that Sri Ashok Vemulapalli has expressed his willingness for reappointment.

The Board of Directors, based on the recommendation of Nomination & Remuneration Committee, had in their meeting held on 29^th April, 2016 reappointed Sri Venkat Akkineni, Managing Director, Smt Jyothsana, Akkineni, Executive Director and Sri K.Purushotham Naidu, Director (Finance & Admn) for another three years. Their reappointment is subject to the approval of shareholders in the ensuing AGM.

Key Managerial Personnel

The company has designated the Managing Director, Director Finance (as CFO) and Company Secretary as its Key Managerial Personnel in accordance with the provisions of Section 203 of the Companies Act, 2013.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

Dr. TR. Ramachandran, Sri A.V.V.S.S.Ch.B. Sekhar Babu and Sri Grandhi Sreeramakrishna are the Independent Directors of the Company. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as Independent Director during the year

NUMBER OF MEETINGS OF THE BOARD

Four Meetings of the Board were held during the year. For details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this report.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and Individual Directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under SEBI (Listing Obligations & Discloser Requirements) Regulations, 2015. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Remuneration Committee reviewed the performance of the Individual Directors on the basis of the criteria such as the contribution of the Individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and Individual Directors was also discussed.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company’s policy on Directors’ appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the Directors’ report.

DISCLOSURE AS REQUIRED UNDER RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The Disclosure as required under Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is given in Annexure - A to the Board Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED IN SUB - SECTION (1) OF SECTION 188

Details of transactions with related parties falling under the scope of Section 188(1) of the Act & Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 (Form No. AOC.2) is given in Annexure - B to the Board Report.

AUDITORS

M/s Rao & Kumar, Chartered Accountants, Visakhapatnam, the Auditors of the Company will be retiring at the conclusion of this Annual General Meeting and have conveyed their consent for reappointment.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 205 of the Act and the rules framed there under, M/s. GMVDR & Associates, Company Secretary was appointed as Secretarial Audit of the Company and the Secretarial Audit Report issued by them for the financial year 2015-16 is made a part of this Report.

COST AUDIT

Cost Audit for financial year 2015-16 is not applicable in view of the Cost Audit Amendment Rules, 2014, Government of India, Ministry of Corporate Affairs, Notification, New Delhi, dated 31.12.2014.

EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure - C in the prescribed Form MGT-9, which forms part of this report.

AUDITORS’ REPORT AND SECRETARIAL AUDITORS’ REPORT

The Auditors’ Report and Secretarial Auditors’ Report does not contain any qualifications, reservations or adverse remarks.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company from the date of closure of financial year to the date of Board Report.

CHARGES

The Company has not availed loans from any Bank/ Financial Institutions during the financial year under review.

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year under review. As such no amount of principal or interest was outstanding on the date of the Balance Sheet.

UNPAID / UNCLAIMED DIVIDEND

Dividend which is unclaimed for a period of 7 years shall be transferred to Investor Education & Protection Fund (IEPF). An amount of Rs. 2,79,660/for the FY 2008-09 which was unclaimed by the shareholders of the Company will be transferred to Investor Education and Protection Fund (IEPF) on or before 23.10.2016.

INTERNAL CONTROL

The Company has a proper and adequate system of internal control to ensure all the assets are safeguarded and protected against loss from unauthorized use or disposition and the transactions are authorized, regarded and reported correctly. The internal control is supplemented by an extensive program of internal audits, review by management and procedures. The internal control is designed to ensure that the financial and other records are reliable for preparing financial statements and other data, and for maintaining accountability of assets.

The Company’s Internal Audit Department is regularly carrying out the Audit in all areas. Additionally the Audit committee is reviewing all Audit Reports with significant control, all issues raised by internal and external auditing regularly, reports on the business development, all the past and the future plans are given to the Board of

Directors, Internal Auditor’s reports are regularly circulated to all the senior management to comply with the findings.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO

Additional information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed in terms of Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is given in Annexure - D and forms part of this report.

EMPLOYEE RELATIONS

During the year under review, the Company has enjoyed cordial relationship with all section of employees. The Company believes that the employees play a vital role in increasing the turnover and profitability of the Company and the strength of the Company lie in harnessing the manpower in achieving sustained long-term growth in all spheres.

ENVIRONMENT & SAFETY MEASURES

Following the ISO Certifications of 9001, 14001 and OHSAS 18001 the Company will continue taking all the necessary measures to maintain high standards of Environment, Clean and Green Belt, Water Harvesting, Pollution Control, Health and Safety Precautions.

ACKNOWLEDGEMENT

Your Directors take this opportunity in expressing their gratitude to the Government of India, the State Government. The Board is also thankful to all its Bankers, Contractors, Customers and Shareholders for their unstinted support to the Company.

For and on behalf of the Board

For ALUFLUORIDE LIMITED

VENKAT AKKINENI

Managing Director

DIN: 00013996

G. SREERAMAKRISHNA

Hyderabad Director

4 August, 2016 DIN: 06921031

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Mar 31, 2015

The Directors have pleasure in presenting the Annual Report of your Company along with the audited Statement of Accounts for the financial year ended 31st March, 2015. The Report also includes the Management Discussion and Analysis Report in accordance with the Guidelines on Corporate Governance and consolidated Financial Statements.

EXTENSION OF TIME FOR CONVENING AGM OF THE COMPANY

Your Directors are to report that, the Company requested Registrar of Companies (ROC, for Extension of time up to 31st December, 2015 for convening the Annual General Meeting (AGM) of the Company. ROC approved the Company's request and has granted extension of time up to 31st December, 2015 for convening and holding the AGM.

FINANCIAL RESULTS

The Financial results of the Company for the period under review are as follows:

(Rs. in lakhs)

31-03-2015 31-03-2014

Sales and other revenue 2,361.93 3,003.00

Profit before Finance charges, 421.03 219.02

Depreciation, Tax & other adj's

Less : Finance charges 0.29 0.68

Profit before Depreciation, 420.74 218.34

Tax & other adj's

Less: Depreciation 61.42 71.22

Profit before Tax & other adj's 359.32 147.12

Less: Extraordinary &

Exceptional Expenses 0.47 --

Provision for current tax 111.42 60.65 Taxes of earlier years 4.17 4.75

Deferred Tax Asset / (60.72) (14.88) Liability adj's

Profit before appropriations and 303.98 96.60

carried to Balance Sheet

COMPANY'S PERFORMANCE

Your Directors are to report that the Company produced 4,113 MT of Aluminum Fluoride during the year under review as against 4,465 MT during 2013-14. During the year the Company sold 3,331 MT Aluminium Fluoride as against 4,606 MT in 2013-14. With the increased Sales Price and other Income, though sales has reduced during the year, sales and other revenue reported at Rs. 2,361.93 lakhs as against Rs.3,003.00 lakhs during 2013-14. With the increased sales price, with the efficient working capital management, planned increase in other income and with effective cost control measures, the Company posted a net profit of Rs.303.98 lakhs for the year under review as against net profit of Rs.96.60 lakhs in 2013-14.

OUT LOOK FOR THE CURRENT YEAR

The sale price of Aluminium Fluoride for the current year has dropped by over 9 % in view of severe drop of LME price for Aluminium. With the adjacent fertilizer complex assurance for increasing their acid supplies for the current year, as against their low supplies of 1,787 MT acid in 2014-15 and with the availability of balance acid supplies from long distance acid suppliers, the Company is hoping to post good returns in the current year.

EXPORTS

During the year under review, the Company registered an Export sale of Rs.120.10 lakhs as against Rs.406.80 lakhs during 2013-14.

INSURANCE

All the properties of the Company including Buildings, Plant and Machinery and Stocks have been adequately insured.

DIVIDEND

In view of the proposed shifting of the Plant to the place where the Company will get assured acid supplies, your Directors are not recommending any Dividend.

CORPORATE GOVERNANCE :

As per Clause 49 of the Listing Agreement with the Stock exchanges, a separate section on Corporate Governance is enclosed herewith which forms part of the Annual Report. A certificate from the Auditors of the Company on compliance with the conditions of Corporate Governance as stipulated under the Clause 49 of the Listing Agreement is annexed to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed section of the Management Discussion and Analysis for the period under review as required under Clause 49 of the Listing Agreement is given as a separate statement forming part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013 with respect to the Director's Responsibility Statement, it is hereby confirmed:

i. In the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures.

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

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

iv. The Directors had prepared the accounts for the financial year ended 31st March, 2015 on a 'going concern' basis; and

v. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

vi. The Director had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating efficiently.

DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)

Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company Sri A.V.V.S.S.Ch.B. Sekhar Babu, Director and Sri K.Purushotham Naidu, Director will be retiring at the Annual General Meeting and are eligible for reappointment. Sri Grandhi Sreeramakrishna was appointed as Additional Director of the Company effect from 20th October, 2014. Sri Grandhi Sreeramakrishna holds office only up to the date of the forthcoming AGM. The Company has received from its member, a notice under Section 160(1) of the Act proposing his candidature for the office of Director. His appointment requires the approval of the Members at the ensuing AGM.

Key Managerial Personnel

The Company has designated the Managing Director, Director Finance (as CFO) & Company Secretary as its Key Managerial Personnel in accordance with the provisions of Section.203 of the Companies Act, 2013.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

Dr. T.R. Ramachandran, Sri A.V.V.S.S.Ch.B. Sekhar Babu and Sri Grandhi Sreeramakrishna are the Independent Directors of the Company. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as Independent Director during the year.

NUMBER OF MEETINGS OF THE BOARD

Five meetings of the Board were held during the year. For details of the meetings of the Board, please refer to the Corporate Governance report, which forms part of this report.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and Individual Directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49"). The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc

The Board and the Remuneration Committee reviewed the performance of the Individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its Committees and Individual Directors was also discussed.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on Directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance report, which forms part of the Directors' report.

DISCLOSURE AS REQUIRED UNDER RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

The Disclosure as required under Rule 5 of Companies (Appointment and Remuneration of

Managerial Personnel) Rules 2014 is given in Annexure - A to the Board Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED IN SUB - SECTION (1) OF SECTION 188

Details of transactions with related parties falling under the scope of Section 188(1) of the Act & Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 (Form No. AOC.2) is given in Annexure - B to the Board Report.

AUDITORS

M/s Rao & Kumar, Chartered Accountants, Visakhapatnam, the Auditors of the Company will be retiring at the conclusion of this Annual General Meeting and have conveyed their consent for reappointment.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 205 of the Act and the rules framed there under, M/s. GMVDR & Associates, Company Secretary was appointed as Secretarial Auditor of the Company and the Secretarial Audit Report issued by them for the Financial Year 2014-15 is made a part of this Report.

COST AUDIT

Cost Audit for financial year 2014-15 is not applicable in view of the Cost Audit Amendment Rules, 2014, Government of India, Ministry of Corporate Affairs, Notification, New Delhi, dated 31.12.2014.

EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Act, the extract of Annual Return is given in Annexure - C in the prescribed Form MGT-9, which forms part of this report

AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT

The Auditors' Report and Secretarial Auditors' Report does not contain any qualifications, reservations or adverse remarks.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company from the date of closure of financial year to the date of Board Report.

CHARGES

The Company has not availed loans from any Bank/ Financial Institutions during the financial year under review.

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year under review. As such no amount of principal or interest was outstanding on the date of the Balance Sheet.

UNPAID / UNCLAIMED DIVIDEND

Dividend which is unclaimed for a period of 7 years shall be transferred to Investor Education & Protection Fund (IEPF). An amount of Rs. 2,22,089/- for the FY 2007-08 which was unclaimed by the Shareholders of the Company was transferred to IEPF on 23 October, 2015 and an amount of Rs. 2,79,660/- for the FY 2008-09 which was unclaimed by the Shareholders of the Company will be transferred to Investor Education and Protection Fund (IEPF) on or before 23.10.2016.

INTERNAL CONTROL

The Company has a proper and adequate system of internal control to ensure all the assets are safeguarded and protected against loss from unauthorized use or disposition and the transactions are authorized, regarded and reported correctly. The internal control is supplemented by an extensive program of internal audits, review by management and procedures. The internal control is designed to ensure that the financial and other records are reliable for preparing financial statements and other data, and for maintaining accountability of assets.

The Company's Internal Audit Department is regularly carrying out the Audit in all areas. Additionally the Audit committee is reviewing all Audit Reports with significant control, all issues raised by internal and external auditing regularly, reports on the business development, all the past and the future plans are given to the Board of Directors, Internal Auditor's reports are regularly circulated to all the senior management to comply with the findings.

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

Additional information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed in terms of Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is given in Annexure - D and forms part of this report.

EMPLOYEE RELATIONS

During the year under review, the Company has enjoyed cordial relationship with all section of employees. The Company believes that the employees play a vital role in increasing the turnover and profitability of the Company and the strength of the Company lie in harnessing the manpower in achieving sustained long-term growth in all spheres.

ENVIRONMENT & SAFETY MEASURES

Following the ISO Certifications of 9001, 14001 and OHSAS 18001 the Company will continue taking all the necessary measures to maintain high standards of Environment, Clean and Green Belt, Water Harvesting, Pollution Control, Health and Safety Precautions.

ACKNOWLEDGEMENT

Your Directors take this opportunity in expressing their gratitude to the Government of India, the State Government. The Board is also thankful to all its Bankers, Contractors, Customers and Shareholders for their unstinted support to the Company.

For and on behalf of the Board

For ALUFLUORIDE LIMITED



VENKAT AKKINENI

Managing Director

DIN: 00013996

G. SREERAMAKRISHNA

Hyderabad Director

14 November, 2015 DIN: 06921031

---

Mar 31, 2014

To The Members

The Directors take pleasure in presenting their Annual Report together with the Audited Statements of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

The financial results of the Company for the year 2013-14 are summarized below :

(Rs. in lakhs) 31-03-2014 31-03-2013

Sales and other revenue 3,003.00 2,678.29

Profit before Finance charges, 219.02 244.77

Depreciation, Tax & other adj''s

Less : Finance charges 0.68 0.75

Profit before Depreciation, Tax & other adj''s 218.34 244.02

Less: Depreciation 71.22 80.40

Profit before Tax & other adj''s 147.12 163.62

Less: Extraordinary & Exceptional Expenses --- 46.36

Provision for current tax 60.65 54.66

Taxes of earlier years 4.75 4.23

Deferred Tax Asset/Liability adj''s (14.88) (19.33)

Profit before appropriations and 96.60 77.70

carried to Balance Sheet

OPERATIONS

Your Directors are to report that, the Company produced 4,465 MT of AlF3 during the year under review as against 4,477 MT during 2012-13. During the year the Company sold 4,606 MT AlF3 as against 4,172 MT in 2012-13. With the increased Sales and other Income during the year under review, reported at Rs.3,003.00 lakhs as against Rs.2,678.29 lakhs during 2012-13. With efficient working capital management, planned other income and with effective cost control measures, the Company posted a net profit of Rs. 96.60 lakhs for the year under review as against net profit of Rs. 77.70 lakhs in 2012-13.

DIVIDEND

In view of the proposed shifting of the Plant to the place where the Company will get assured acid supplies, your Directors are not recommending any Dividend.

OUTLOOK FOR THE CURRENT YEAR

The sale price of Aluminium Fluoride for the current year has increased by 5%. With the adjacent fertilizer complex assurance for increasing their acid supplies for the current year, as against their low supplies of 1,439 MT acid in 2013-14 and with the availability of balance acid supplies from long distance acid suppliers, the company is hoping to post good returns in the current year.

EXPORTS

During the year under review, the Company registered an Export sale of Rs. 406.80 lakhs as against Rs.553.34 lakhs during 2012-13.

ENVIRONMENT & SAFETY MEASURES

Following the ISO Certifications of 9001, 14001 and OHSAS 18001 the Company will continue taking all the necessary measures to maintain high standards of Environment, Clean and Green Belt, Water Harvesting, Pollution Control, Health and Safety Precautions. The Company proposes an energy audit during the current year.

INSURANCE

All the properties of the Company including Buildings, Plant and Machinery and Stocks have been adequately insured.

DIRECTORS

In accordance with the provisions of the Companies Act, 1 956 and the Articles of Association of the Company Dr. T.R. Ramachandran, Director and Sri Ashok Vemulapalli, Director will be retiring at the Annual General Meeting and are eligible for reappointment.

AUDITORS

M/s Rao & Kumar, Chartered Accountants, Visakhapatnam, the Auditors of the Company will be retiring at the conclusion of this Annual General Meeting and have conveyed their consent for reappointment.

COST AUDIT

M/s D.V.J. Rao & Associates, Cost Accountants, Visakhapatnam as Cost Auditors have been appointed to conduct Cost Audit for the year ended 31 March, 2014. They will submit their report to the Board of Directors before filing it to the Ministry of Corporate Affairs, New Delhi.

RESPONSIBILITY STATEMENT

As per the provisions of Section 217 (2AA) of the Companies Act, 1956, Directors state:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. The Directors have selected such accounting policies and applied them consistently and made 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 and of the Profit and Loss of the Company for that period.

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

iv. The Directors have prepared the accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

There are no employees falling within the purview of the Section 217(2A) of the Companies Act, 1956 read with Company''s (Particulars of Employees) Rules, 1975.

ADDITIONAL INFORMATION

Additional information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed in terms of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure - 1 and forms part of this report.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, your Company has to mandatorily comply with the requirements of Corporate Governance. A report of compliance of Corporate Governance is annexed together with a Certificate from the Auditors of the Company on compliance.

ACKNOWLEDGEMENTS

The Board of Directors of the Company take this opportunity to place on record their appreciation of the cooperation and support extended by State Bank of India, IDBI Bank Ltd, HDFC Bank Ltd, Axis Bank Ltd and Punjab National Bank. Your Directors also appreciate the sincere and efficient services rendered by the Employees of the Company at all levels towards successful working of the Company.

For and on behalf of the Board

VENKAT AKKINENI Managing Director

Hyderabad Dr. T.R. RAMACHANDRAN 29 July, 2014 Director

---

Mar 31, 2013

To The Members

The Directors take pleasure in presenting their Annual Report together with the Audited Statements of Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

The financial results of the Company for the year 2012-13 are summarized below :

(Rs. in lakhs)

31-03-2013 31-03-2012

Sales and other revenue 2,678.29 2,560.42

Profit before Finance charges, 244.77 258.40 Depreciation, Tax & other adj''s

Less: Finance charges 0.75 0.55

Profit before Depreciation, Tax & other adj''s 244.02 257.85

Less: Depreciation 80.40 80.19

Profit before Tax & other adj''s 163.02 177.66

Less: Extraordinary & Exceptional Expenses 46.36 -

Provision for current tax 54.66 55.80

Taxes of earlier years - 4.23 (0.29)

Deferred Tax Asset/Liability adj''s (19.33) (10.58)

Profit before appropriations and 77.70 132.73

carried to. Balance Sheet

OPERATIONS

Your Directors are to report that, the Company produced 4,477 MT of AIF3 during the year under review as against 4,436 MT during 2011-12. During the year the Company sold 4,172 MT AiF3 as against 4,451 MT in 2011-12. With the increased sale price of AIF3, Sales and other Income during the year under review, reported at Rs. 2,678.29 lakhs as against Rs.2,560.42 lakhs during 2011-12. With efficient working capital management, planned other income and with effective cost control measures, though there was fatal accident in the plant effecting one month''s production as well spending of Rs.46.36 lakhs towards compensation etc, the Company posted a net profit of Rs.77.70 lakhs for the year under review as against net profit of Rs. 132.73 lakhs in 2011-12.

DIVIDEND

In view of the proposed shifting of the Plant to the place where the Company will get assured acid supplies, your Directors are not recommending any Dividend.

OUTLOOK FOR THE CURRENT YEAR

The sale price of Aluminium Fluoride for the current year has reduced by 5 % and the Company , is planning to complete the old pending export order which is to be executed at the 2009 recession price levels. With the adjacent fertilizer complex assurance for increasing their acid supplies for the current year, as against their low supplies of 1235 MT acid in 2012-13 and with the availability of balance acid supplies from long distance acid suppliers, the company is hoping to post good returns in the current year.

EXPORTS -

During the year under review, the Company registered an Export sale of Rs.553.34 lakhs as against Rs.85.78 lakhs during 2011-12.

ENVIRONMENT & SAFETY MEASURES

Following the ISO Certifications of 9001,14001 and OHSAS 18001 the Company will continue taking all the necessary measures to maintain high standards of Environment, Clean and Green Belt, Water Harvesting, Pollution Control, Health and Safety Precautions. The Company proposes an energy audit during the current year.

INSURANCE

All the properties of the Company including Buildings, Plant and Machinery and Stocks have been adequately insured.

DIRECTORS x

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Sri A.V.V.S.S.Ch.B. Sekhar Babu, Director will be retiring at the Annual General Meeting and is eligible for re-appointment.

AUDITORS

M/s Rao & Kumar, Chartered Accountants, Visakhapatnam, the Auditors of the Company will be retiring at the conclusion of this Annual General Meeting and have conveyed their consent for re-appointment. p

COST AUDIT

M/s D.V.J. Rao & Associates, Cost Accountants, Visakhapatnam as Cost Auditors have been appointed to conduct Cost Audit for the year ended 31 March, 2013. They will submit their report to the Board of Directors before filing it to the Ministry of Corporate Affairs, New Delhi.

RESPONSIBILITY STATEMENT

As per the provisions of Section 217 (2AA) of the Companies Act, 1956, Directors state:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. The Directors have selected such accounting policies and applied them consistently and made 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 and of the Profit and Loss of the Company for that period.

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

iv. The Directors have prepared the accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

There are no employees falling within the purview of the Section 217(2A) of the Companies Act, 1956 read with Company''s (Particulars of Employees) Rules, 1975. ,

ADDITIONAL INFORMATION

Additional information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed in terms of Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure 1 and forms part of this report.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, your Company has to mandatorily comply with the requirements of Corporate Governance. A report of compliance of Corporate Governance is annexed together with a Certificate from the Auditors of the Company on compliance.

ACKNOWLEDGEMENTS

The Board of Directors of the Company take this opportunity to place on record their appreciation of the cooperation and support extended by State Bank of India, IDBI Bank Ltd., HDFC Bank Ltd., Axis Bank Ltd. and Punjab National Bank . Your Directors also appreciate the sincere and efficient services rendered by the Employees of the Company at all levels towards successful working of the Company.

For and on behalf of the Board



VENKAT AKKINENI

Managing Director

Visakhapatnam Dr. T.R. RAMACHANDRAN

1 August, 2013 Director

---

Mar 31, 2012

The Directors take pleasure in presenting their Annual Report together with the Audited Statements of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

The financial results of the Company for the year 2011-12 are summarized below :

(Rs. in lakhs)

31-03-2012 31-03-2011 Sales and other revenue 2,560.42 1,886.51

Profit before Finance charges, 258.40 (27.86) Depreciation, Tax & other adj's

Less: Finance charges 0.55 1.81

Profit before Depreciation, Tax & other adj's 257.85 (29.67)

Less: Depreciation 80.19 78.40

Profit before Tax & other adj's 177.66 (108.07)

Less: Provision for current tax 55.80 --

Taxes of earlier years (0.29) 0.16

Deferred Tax Asset/Liability adj's (10.58) (26.43)

Profit before appropriations and 132.73 (81.80)

carried to Balance Sheet



OPERATIONS

Your Directors are to report that, with the improved supply of Hydrofluosilicic Acid, a major raw material for producing Aluminium Fluoride (AIF3), the Company produced 4,436 MT of AIF3 during the year under review as against 3,894 MT during 2010-11. During the year the Company sold 4,451 MTAIF3 as against 3,963 MT in 2010-11. With the increased sale price of AIF3, Sales and other Income during the year under review, reported at Rs. 2,560.42 lakhs as against Rs. 1,886.51 lakhs during 2010-11. With efficient working capital management, planned other income and with effective cost control measures, the Company posted a net profit of Rs. 132.73 lakhs for the year under review as against net loss of Rs. 81.80 lakhs in 2010-11.

DIVIDEND

In view of the proposed shifting of the Plant to the place where the Company will get assured acid supplies, your Directors are not recommending any Dividend.

OUTLOOK FOR THE CURRENT YEAR

The sale price of Aluminium Fluoride for the current year has increased. However, the Company has a huge pending export order, which is to be executed at the 2009 recession price levels. To improve the profitability levels compared to the last year, the Company requested and obtained the overseas client's permission for executing part pending order in 2012-13 and agreed to complete the balance in 2013-14. Though the adjacent fertilizer complex supplied record low supplies of 742 MT acid in 2011-12, the Company is confident of getting its required acid supplies from long distance suppliers, to maintain the last year's (2011-12) AIF3 Production & Sales levels and to post good returns.

EXPORTS

During the year under review, the Company registered an Export sale of Rs. 85.78 lakhs as against Rs.410.18 lakhs during 2010-11.

ENVIRONMENT & SAFETY MEASURES

Following the ISO Certifications of 9001,14001 and OHSAS 18001 the Company will continue taking all the necessary measures to maintain high standards of Environment, Clean and Green Belt, Water Harvesting, Pollution Control, Health and ' Safety Precautions. The Company proposes an energy audit during the current year.

INSURANCE

All the properties of the Company including Buildings, Plant and Machinery and Stocks have been adequately insured.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Dr. T.R. Ramachandran and Sri Ashok Vemulapalli, Directors will be retiring by rotation at the Annual General Meeting and are eligible for re-appointment.

AUDITORS

M/s Rao & Kumar, Chartered Accountants, Visakhapatnam, the Auditors of the Company will be retiring at the conclusion of this Annual General Meeting and have conveyed their consent for re-appointment.

COST AUDIT

M/s D.V.J. Rao & Associates, Cost Accountants, Visakhapatnam as Cost Auditors have been appointed to conduct Cost Audit for the year ended 31 March, 2012. They will submit their report to the Board of Directors before filing it to the Ministry of Corporate Affairs, New Delhi.

RESPONSIBILITY STATEMENT

As per the provisions of Section 217 (2AA) of the Companies Act, 1956, Directors state:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give 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. The Directors have takers proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

There are no employees falling within the purview of the Section 217(2A) of the Companies Act, 1956 read with Company's (Particulars of Employees) Rules, 1975.

ADDITIONAL INFORMATION

Additional information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed in terms of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure -1 and forms part of this report.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, your Company has to mandatorily comply with the requirements of Corporate Governance. A report of compliance of Corporate Governance is annexed together with a Certificate from the Auditors of the Company on compliance.

ACKNOWLEDGEMENTS

The Board of Directors of the Company take this opportunity to place on record their appreciation of the cooperation and support extended by State Bank of India, IDBI Bank Ltd., HDFC Bank Ltd., Axis Bank Ltd. and Punjab National Bank. Your Directors also appreciate the sincere and efficient services rendered by the Employees of the Company at all levels towards successful working of the Company.

For and on behalf of the Board

VENKAT AKKINENI

Managing Director

Visakhapatnam Dr. T.R. RAMACHANDRAN

30 July, 2012 Director

---

Mar 31, 2010

The Directors take pleasure in presenting their Annual Report together with the Audited Statements of Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

The financial results of the Company for the year 2009-10 are summarized below:

(Rs. in lakhs) 31-03-2010 31-03-2009

; R$. RS.

Sales and other revenue 2,721.33 2,085.18

Profit before Finance charges,

Depreciation, Tax & other adjs 309.45 509.83

Less: Finance charges 1.53 1.28

Profit before Depreciation,

Tax & other adjs 307.92 508.55

Less: Depreciation 73.75 70.79

Profit before Tax & other adjs 234.17 437.76

Less: Loss on sale / Diminution

in value of Investments - 56.51

Provision for current tax & FBT 92.66 159.80

Taxes of earlier years 8.07 (0.58)

Deferred Tax Asset/Liability adjs (20.32) (17.46)

Profit before appropriations 153.76 239.49

Less: Provision for .

General Reserve - 6.00

Proposed Dividend ¦ - 84.00

Corporate Dividend tax - 14.28

Surplus carried to Balance Sheet 153.76 135.21

OPERATIONS

Your Directors are to report that, during the year, due to world wide severe financial recession, the international sale prices of Aluminium Fluoride has crashed from USD 1,500 to USD 800 and with the result the Companys sate price also crashed from Rs.65,000/- to Rs.42,000/- pmt. However, there is no correspond reduction in raw material costs. Hydrofluosilicic acid (acid), which is a major raw material, supplies from M/s Coromandel International Ltd (CFL) was further reduced and they had supplied only 1,300 MT as against the contracted quantity of 4,000 TPA.

In spite of all these hurdles, the company could manage to produce record AIF3 production and had produced 5,090 MT during the year as against 3,328 MT in 2008-09. The Company made record sales of AIF3 and had sold 5,006 MT during the year as against 3,333 MT in 2008-09.

The Sales & other Income during the year were reported at Rs.2,721.33 lakhs as against Rs.2,085.18 lakhs during 2008-09. With efficient working capital management, increased Aluminium Fluoride production, effective cost control measures, though the average sale price of AIF3 has dropped by over Rs.9,000/- pmt when compared to 2008- 09, the Company posted satisfactory financial results. As per the details summarized above, the Company made a Profit of Rs. 153.76 lakhs after tax, deferred tax adjs, and loss on sale/diminution in value of investments as against Rs. 239.49 lakhs . during 2008-09.

DIVIDEND

In view of proposed shifting of the plant to the place where the Company will have, an assured Acid supplies are available and to improve the shareholders value, your Directors have not recommended any Dividend for the year 2009-10.

OUTLOOK FOR THE CURRENT YEAR

The Company had finalized all the sale contracts for 2010-11 at the very competitive current prices and hopeful of break even the operations. The company is making all its every effort to shift the

plant to the place where there is an assured acid is available to reduce the huge transport cost to bare minimum and to post good financial results on a long term basis. As the global financial recession is in the fag end, the Company is hopeful of establishing good financial results in near future.

EXPORTS

Your Directors are glad to report that, the Company restarted its exports again and registered Export Sales of Rs.801.93 lakhs during the year as against Rs.NIL in 2008-09. Your Directors are planning to increase the Export sales for the current year though the export realization is at break even levels but to establish good international market share for the Company in the coming periods.

ENVIRONMENT & SAFETY MEASURES

Following the ISO Certifications of 9001,14001 and OHSAS 18001 the Company will continue taking all the necessary measures to maintain high standards of Environment, Clean and Green Belt, Water Harvesting, Pollution Control, Health and- Safety Precautions etc.. The Company proposes an energy audit during the current year.

INSURANCE

All the properties, of the Company including Buildings, Plant and Machinery and Stocks have been adequately insured.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Sri K.Purushotham Naidu and Sri A.V.V.S.S.Ch.B.Sekhar Babu will be retiring by rotation at the Annual General Meeting and are eligible for reappointment.

AUDITORS

M/s Rao & Kumar, Chartered Accountants, Visakhapatnam, the Auditors of the Company will be retiring at the conclusion of this Annual General Meeting and have conveyed their consent for reappointment.

COST AUDIT

M/s D.V.J. Rao & Associates, Cost Accountants, Visakhapatnam as Cost Auditors have been appointed to conduct Cost Audit for the year ended 31 March, 2010. They will submit their report to the Board of Directors before filing it to the Ministry of Corporate Affairs, New Delhi.

RESPONSIBILITY STATEMENT

As per the provisions of Section 217 (2AA) of the Companies Act, 1956, Directors state:



i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give 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. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Gompany • and for^preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

There are no employees falling within the purview of the Section 217(2A) of the Companies Act, 1956 read with Companys (Particulars of Employees) Rules, 1975.

ADDITIONAL INFORMATION

Additional information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed in terms of Section 217(1)(e) of the Companies Act,

1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure -1 and forms part of this report.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, your Company has to mandatorily comply with the requirements of Corporate Governance. A report of compliance of Corporate Governance is annexed together with a Certificate from the Auditors of the Company on compliance.

ACKNOWLEDGEMENTS

The Board of Directors of the Company take this opportunity to place on record their appreciation of the cooperation and support extended by State Bank of India, IDBI Bank Ltd, HDFC Bank Ltd, ABN AMRO

Bank Ltd, Axis Bank Ltd and Punjab National Bank Ltd. Your Directors also appreciate the sincere and efficient services rendered by the Employees of the Company at all levels towards successful working of the Company.

For and on behalf of the Board

VENKAT AKKINENI Managing Director

Dr. T.R. RAMACHANDRAN Director

Visakhapatnam 30 July, 2010