Directors Report of Cochin Minerals & Rutile Ltd.

Mar 31, 2018

The Directors are pleased to present the 29th Annual Report of your Company along with audited statements of accounts for the year ended 31st March 2018.

FINANCIAL HIGHLIGHTS
	Rs. In Lakhs
	Year ended 31st March 2018	Year ended 31st March 2017
Sales and Other Income Profit before Interest & Depreciation Interest Depreciation Net/ Profit/(Loss) for the year Provision for Tax Deferred tax asset (liability) Profit/(Loss) after tax Appropriations	16505.88 855.98 569.33 68.57 218.08 84.15 133.93 NIL	14962.27 (75.28) 637.68 90.21 (803.17) (230.45) (572.72) NIL

DIVIDEND

Since the company did not generate sufficient profit during the year, your Directors do not propose to recommend a dividend for the financial year ended 31st March, 2018.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis of the Working Results for the year and outlook for the current year are given as Annexure VII

DIRECTORS & KEY MANAGEMENT PERSONNEL

As per the provisions of the Companies Act, 2013, your directors Shri. Mathew M Cherian and Smt. Jaya S Kartha who retire by rotation at the Annual General Meeting and being eligible, offer themselves for reappointment. During the year, Mr. Anand Sarma, nominated to the Board by K S I D C Ltd. ceased to be a director with effect from Ist February 2018, on withdrawal of nomination and Shri. R Ravichandran, Deputy General Manager, Kerala State Industrial Development Corporation Ltd. was appointed as Nominee Director of K S I D C from the same date.

There was no change in Key Managerial Personnel.

DECLARATION OF INDEPENDENT DIRECTORS

The independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149 (6) of the Act and that there has been no change in the circumstances which may affect their status of independence.

DIRECTORS’ APPOINTMENT & REMUNERATION POLICY

The Company’s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors’ qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure II.

ANNUAL 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 under SEBI Listing Regulations 2015. The evaluation was on the basis of inputs from all the directors on criteria such as Board composition and structure, effectiveness of board processes, meeting procedures and functioning, etc. A meeting of independent Directors, evaluated the performance of non-independent directors, the board as a whole and that of the Chairman, taking into account the views of executive directors and non-executive directors. These evaluations were considered and discussed in the subsequent board meeting/s.

CSR INITIATIVES

The report on Corporate Social Responsibility activities in terms of Rule 8 of the Companies (CSR) Rules, 2014 is given in Annexure - III .

RISK MANAGEMENT

The Board regularly consider and evaluate the risks factors and take appropriate risk mitigation steps from time to time.

SEXUAL HARASSMENT

The company has formed an anti sexual harassment policy in line with the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act 2013 and an internal complaints committee has been set up to redress complaints, if any. No complaint was received by the committee during the year 2017-18.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

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

TRANSACTIONS WITH RELATED PARTIES

None of the transactions with related parties falls 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 are given in Annexure IV in Form AOC-2.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this report relates and on the date of this report

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(5) of the Companies Act, 2013, your directors state that:

(a) In preparing the Annual Accounts for the year ended 31.03.2018, the applicable accounting standards have been followed and there are no material departures

(b) The Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year ended on that date.

(c) The Directors had 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.

(d) That the Directors had prepared the accounts on a going concern basis

(e) The directors had laid down internal financial controls to be followed by the company and that such controls are adequate and operating effectively and

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

AUDITORS & AUDIT REPORT

Pursuant to the provisions of Section 139(2) of the Companies Act 2013, M/s A K Muralee & CO., Chartered Accountants, Edappally, was appointed in the 28th AGM as Statutory Auditor of the Company to hold office for a period of 5 years and then continue in office. The report of the auditor for the current year does not contain any qualification or adverse comments.

SECRETARIAL AUDIT REPORT

The Secretarial audit report in terms of section 204 of the Companies Act, 2013 is attached. The report does not contain any qualification or adverse comments.

EXTRACT OF ANNUAL RETURN

The extract of annual return for the year ended 31.03.2018 in the prescribed form MGT-9 is given in Annexure V.

AUDIT COMMITTEE

The composition and details of meetings of the audit committee are included in the corporate governance report. There was no recommendation of the audit committee that was not accepted by the board.

MEETING OF THE BOARD

Five meetings of the Board were held during the year. Details are included in the corporate governance report

PARTICULARS OF EMPLOYEES ETC. AS PER SECTION 197(12)

The particulars in terms of Section 197 read with Rule 5(1) & (2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are given in annexure VI

DISCLOSURES NOT APPLICABLE AS THERE WAS NO TRANSACTION OR INCIDENCE DURING THE YEAR :

(i)Issue of equity shares with differential rights (ii)Issue of shares to employees (iii)Remuneration received by the Managing Director and whole time directors from subsidiaries (iv)Orders passed by regulators, courts or tribunals that impact the going concern status and future operations of the company (v) changes in subsidiaries and (vi) changes in nature of business .

CORPORATE GOVERNANCE

Your company has complied with all the conditions of corporate governance regulations, as contained in the revised Chapter IV of SEBI (Listing obligations & Disclosure Requirements) Regulations 2015. The corporate governance report and the certificate from the auditors regarding the compliances are annexed to this report as Annexures VIII & IX. The report includes the details of the familiarisation programme for Independent Directors and the policies adopted viz. whistle blower policy to provide vigil mechanism, and related party transactions.

ISO CERTIFICATION

Your Company has now been granted ISO 9001 : 2015 by the prestigious agency, Bureau Veritas, with accreditation from UKAS London and NABCB, India.

N S F CERTIFICATION

Your company’s products, Ferric Chloride and Ferrous Chloride have got NSF/ANSI Standard 60 certification for drinking water treatment chemicals from M/s N S F International, organization designated as a Collaborating Center by the World Health Organization (WHO) for both food safety and drinking water safety and treatment.

STATUTORY APPROVALS & LICENCES

The Company has renewed all statutory approvals and licences from various Departments/ Authorities for carrying on its normal business. The licenced and installed capacity of Synthetic Rutile production now stands at 50,000 MT per annum.

INDUSTRIAL RELATIONS

The Labour - Management relations have been cordial and a long term agreement with Trade Unions of the Employees, valid till March 2020 is in force.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE

The details/information in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo in terms of R. 8 (3) of the Companies (Accounts) Rules are given in the Annexure I.

DEMATERIALISATION

The shares of your Company are compulsorily dematerialised for trading. The ISIN number of the shares is INE105D01013.

LISTINGS

The shares of your Company are listed with Bombay Stock Exchange Ltd. The listing fee as required has already been paid upto and including the year 2018-19.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their deep sense of gratitude to the Banks and Financial Institutions, Central and State Government Departments and local authorities for their cooperation and support. Your directors are also grateful to the customers, suppliers and business associates for their co-operation. Your directors also like to place on record their appreciation of the valuable contribution made by the employees of the company at all levels. Finally, your directors are deeply grateful to the members for their continued confidence and faith in the management of the company.

For and on behalf of the Board,

Sd/-

Place: Aluva, R.K.Garg,

Date : 28.07.2018 Chairman.

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Mar 31, 2016

The Directors are pleased to present the 27^th Annual Report of your Company along with audited statements of accounts for the year ended 31^st March 2016.

FINANCIAL HIGHLIGHTS
	Rs. in Lakhs
	Year ended 31st March 2016	Year ended 31st March 2015
Sales and Other Income Profit before Interest & Depreciation Interest Depreciation Net/ Profit/Loss for the year Provision for Tax Deferred tax asset (liability) Loss after tax Appropriations	15925.73 (1294.16) 641.52 196.38 (2132.06) (728.14) (1403.92) NIL	11939.88 (2095.54) 795.84 395.98 (3287.36) (1136.77) (2150.59) NIL

DIVIDEND

In view of the company having incurred loss during the year, as also in the previous year, your Directors are unable to recommend a dividend for the financial year ended 31^st March, 2016

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis of the Working Results for the year and outlook for the current year are given as Annexure VII

DIRECTORS & KEY MANAGEMENT PERSONNEL

As per the provisions of the Companies Act, 2013, your director Shri. Mathew M Cherian and Smt. Jaya S Kartha who retire by rotation at the Annual General Meeting and being eligible, offer themselves for reappointment. Mr. Anil Ananda Panicker who was appointed by the Board as additional Director holds office up to the date of this Annual General Meeting.

There was no change in Key Managerial Personnel.

DECLARATION OF INDEPENDENT DIRECTORS

The independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act and that there has been no change in the circumstances which may affect their status of independence.

DIRECTORS’ APPOINTMENT & REMUNERATION POLICY

The Company’s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors’ qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure II.

ANNUAL 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 under SEBI Listing Regulations 2015. The evaluation was on the basis of inputs from all the directors on criteria such as Board composition and structure, effectiveness of board processes, meeting procedures and functioning, etc. A meeting of independent Directors, evaluated the performance of non-independent directors, the board as a whole and that of the Chairman, taking into account the views of executive directors and non-executive directors. These evaluations were considered and discussed in the subsequent board meeting/s.

CSR INITIATIVES

The report on Corporate Social Responsibility activities in terms of Rule 8 of the Companies (CSR) Rules, 2014 is given in Annexure - III .

RISK MANAGEMENT

The Board of the Company has formed a Risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

SEXUAL HARASSMENT

The co has formed an anti sexual harassment policy in line with the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act 2013 and an internal complaints committee has been set up to redress complaints, if any. No complaint was received by the committee during the year 2015-16.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

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

TRANSACTIONS WITH RELATED PARTIES

None of the transactions with related parties falls 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 are given in Annexure IV in Form AOC-2.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this report relates and on the date of this report

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(5) of the Companies Act, 2013, your directors state that:

(a) In preparing the Annual Accounts for the year ended 31.03.2016, the applicable accounting standards have been followed and there are no material departures

(b) The Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year ended on that date.

(c) The Directors had 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.

(d) That the Directors had prepared the accounts on a going concern basis

(e) The directors had laid down internal financial controls to be followed by the company and that such controls are adequate and operating effectively and

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

AUDITORS & AUDIT REPORT

Pursuant to the provisions of Section 139 of the Companies Act 2013, Mr. Saghesh Kumar K A, Chartered Accountant, Aluva was appointed in the 25th AGM as Statutory Auditor of the Company to hold office till the conclusion of the AGM for the financial year ending 31st March 2017, subject to ratification by members at every AGM. The board recommend such ratification. The report of the auditor for the current year does not contain any qualification or adverse comments.

SECRETARIAL AUDIT REPORT

The Secretarial audit report in terms of section 204 of the Companies Act, 2013 is attached. The report does not contain any qualification or adverse comments.

EXTRACT OF ANNUAL RETURN

The extract of annual return for the year ended 31.03.2016 in the prescribed form MGT-9 is given in annexure V.

AUDIT COMMITTEE

The composition and details of meetings of the audit committee are included in the corporate governance report. There was no recommendation of the audit committee that was not accepted by the board.

MEETING OF THE BOARD

Five meetings of the board were held during the year. Details are included in the corporate governance report

PARTICULARS OF EMPLOYEES ETC. AS PER SECTION 197(12)

The particulars in terms of Section 197 read with Rule 5(1) & (2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are given in annexure VI

DISCLOSURES NOT APPLICABLE DURING THE YEAR AS THERE WAS NO TRANSACTION OR INCIDENCE:

(i) Issue of equity shares with differential rights (ii)Issue of shares to employees (iii)Remuneration received by the Mg director and whole time directors from subsidiaries (iv)Orders passed by regulators, courts or tribunals that impact the going concern status and future operations of the company (v) changes in subsidiaries and (vi) changes in nature of business .

CORPORATE GOVERNANCE

Your company has complied with all the conditions of corporate governance regulations, as contained in the revised Chapter IV of SEBI (Listing obligations & Disclosure Requirements) Regulations 2015 (erstwhile Clause - 49) The corporate governance report and the certificate from the auditors regarding the compliances are annexed to this report as Annexure VIII & IX. The report includes the details of the familiarization programme for Independent Directors and the policies adopted viz. whistle blower policy to provide vigil mechanism, and related party transactions.

ISO CERTIFICATION

Your Company continues to be ISO 9001 : 2008 certified by the prestigious agency, Bureau VERITAS Quality International, with accreditation from UKAS London and NABCB, India.

N S F CERTIFICATION

Your company’s products, Ferric Chloride and Ferrous Chloride have got NSF/ANSI Standard 60 certification for drinking water treatment chemicals from M/s N S F International, the only organization designated as a Collaborating Center by the World Health Organization (WHO) for both food safety and drinking water safety and treatment.

The afore-said products of your company are the only NSF(National Sanitation Foundation) certified in Asia. While in the case of Ferrous Chloride, our Company is one among the 8 companies in the world who got certified by N S F International, in case of Ferric Chloride, we are one among the 39 companies certified by them.

AWARDS

Your Directors are pleased to report that your company bagged the Award for implementing pollution control measures from Government of Kerala for the 10^th consecutive year -“Excellence Award for 8 years 2008 to 2015 and certificate of merit for securing I^st place among the medium scale industries in the preceding 2 years.

STATUTORY APPROVALS & LICENCES

The Company has renewed all statutory approvals and licenses from various Departments/ Authorities for carrying on its normal business. The licensed and installed capacity of Synthetic Rutile production now stands at 50,000 MT per annum.

INDUSTRIAL RELATIONS

The Labour - Management relations have been cordial and a long term agreement with Trade Unions of the Employees expired in October 2015 and a new long term agreement is yet to be signed.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE

The details/information in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo in terms of R. 8 (3) of the Companies (Accounts) Rules are given in the Annexure I.

DEMATERIALISATION

The shares of your Company are compulsorily dematerialized for trading. The ISIN number of the shares is INE105D01013.

LISTINGS

The shares of your Company are listed with Bombay Stock Exchange Ltd. The listing fee as required has already been paid up to and including the year 2016-17.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their deep sense of gratitude to the Banks and Financial Institutions, Central and State Government Departments and local authorities for their cooperation and support. Your directors are also grateful to the customers, suppliers and business associates for their co-operation. Your directors also like to place on record their appreciation of the valuable contribution made by the employees of the company at all levels. Finally, your directors are deeply grateful to the members for their continued confidence and faith in the management of the company.

For and on behalf of the Board,

Sd/-

Place: Aluva, R.K.Garg,

Date : 10.08.2016 Chairman.

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Mar 31, 2013

The Directors are pleased to present the 24th Annual Report of your Company along with audited statements of accounts for the year ended 31st March 2013.

FEVANCIALfflGHUGHTS Rs. in Lakhs Year ended 31* Year ended 31* March 2013 March 2012

Sales and Other Income 20,038.37 24,083.73

Profit before Interest & Depreciation 6,944.94 9,115.11

Interest 189.07 260.59

Depreciation 273.86 291.83

Net Profit for the year 6,482.01 8562.68

Provision for Tax 2,160.14 2866.65

Deferred tax asset (liability) (12.44) (12.16)

Profit aftertax 4,334.31 5,708.19

Appropriations Proposed Dividend 783.00 939.60

Dividend Tax 133.07 152.42

Transfer to General Reserve 866.86 1,141.64

Balance Carried Forward 2,551.38 3,474.53

DIVIDEND

Your Directors are pleased to recommend a dividend on the equity shares at 100 per cent (Rs.10 per share) including 80 per cent (Rs. 8 per share) special dividend for the financial year ended 31st March, 2013.

OPERATIONS

a) Production

The production of Synthetic Rutile during the year under review was 18730 MT as compared to 28000MT in the previous year. Ferric Chloride production during the year was 16092 MT, as compared to 16720MT in the previous year. Ferrous Chloride production during the year was 41446.970 MT as against 42686.900 MT in the previous year. The production of Iron Hydroxide (Cemox) during the year was 23037 MT as against 35416 MT in the previous year.

The main reason for decrease in production of Synthetic Rutile is short supply of main raw material, ilmenite from the domestic as well as in international market and market recession in Titanium industry.

b) Sales

Your company could sell 14826.450 MT of Synthetic Rutile during the year as compared to last year''s sales of 28083.450 MT. The decrease in sales was due to low level of production and market recession during the year as already stated. Ferric Chloride sales amounted to 16300.955 MT during the year as compared to 16594.140 MT last year. Ferrous Chloride sales this year amounted to41456.410MT (including export of 3072 MT) asagainst 42719.936 MT (including export sales 1464 MT)in the previous year. Iron Hydroxide (Cemox) sales was 34768.920 MT compared to 10588.845 MT in the previous year showing an increase of 228.35%

c) Foreign Exchange

Your company earned export income of US$353,45,546.40 equivalent to Rs. 192,21,26,571.00 comparedto US$430,95,394.90(FOB)equivalenttoRs.210,17,99,853 in the previous year. The utilization of Foreign exchange during the year was US$89,85,939.23 UKf 4267 and AED 100 equivalent to Rs.4,97,123,589 compared to US$1757018.88, UK£218,AED300,JPY1,55,400/- equivalent to Rs.8,29,58,775 in the previous year. The increase in foreign exchange utilization during the year was due to import of ilmenite due to short supply of ilmenite in the domestic market. Statement in Form ''C is given in the Annexure -1.

d) Profit

Your company earned a profit of Rs. 6944.94 lakhs before interest, depreciation and tax and a net profit of Rs.4334.31 lakhs after tax during the year as compared to Rs. 9115.11 lakhs and Rs. 5708.19 lakhs respectively in previous year. Even though the profit this year as compared to the earlier year has been lower due to lower sales resulting from recession in the Titanium Industry, higher sales realization has been main factor for the profit.

DIRECTORS

As per the provisions of the Companies Act, 1956, your directors Shri. R K Garg, Shri. G R Warner and Shri. Nabiel Mathew Cherian retire by rotation at the Annual General Meeting and being eligible, have offered themselves for reappointment.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis of the Working Results for the year and outlook for the current year are given as Annexure - III.

CORPORATE GOVERNANCE

Your company has complied with all the conditions of corporate governance regulations, as contained in the revised clause 49 of the listing agreement. The corporate governance report and the certificate from the auditors regarding the compliances are annexed to this report as Annexure II and IV.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, it is hereby

confirmed,

i) That in the preparation of the Annual accounts for the year ended 31st March 2013, the applicable accounting standards have been followed.

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

iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding against fraud and other irregularities.

iv) That the Directors had prepared the accounts for the year ended 31a March 2013 on a going concern basis. CRISIL RATING

Your company has been awarded a CRISIL rating of ''SME 1''from CRISIL Limited which } indicates ''HIGHEST'' level of credit worthiness of the company. ISO CERTIFICATION

Your Company continues to be ISO 9001 : 2008 certified by the prestigious agency, Bureau Veritas Quality International, with accreditation from UKAS London, ANSI-RAB, USA and NABCB, India.

N S F Certification Your company''s products, Ferric Chloride and Ferrous Chloride have got NSF/ANSI Standard 60 certification for drinking water treatment chemicals from M/s N S F International, the only organization designated as a Collaborating Center by the World Health Organization (WHO) for both food safety and drinking water safety and treatment.

The afore-said products of your company are the only NSF(National Sanitation Foundation) certified in Asia. While in the case of Ferrous Chloride, our Company is one among the 8 companies in the world who got certified by N S F International and in the case of Ferric Chloride, we are one among the 39 companies certified by them.

Eco-friendly Company

Your company has been declared as a model Eco-friendly Company for the first time in Kerala by the State Government. The Kerala State Pollution control Board has also appreciated our eco-friendly practices and inimitable achievements of our company for taking various steps for converting the entire materials co-generated during our manufacturing process into value added by-products and thereby being a model plant in Kerala State.

AWARDS

Your Directors are pleased to report that your company bagged the Award for implementing '' pollution control measures from Government of Kerala for the 6th consecutive year - "Excellence Award for 4 years 2008 to 2011 and certificate of merit for securing Ist place among the medium scale industries in the preceding 2 years.

The company has secured Excellence Award for safety for the second year in succession instituted by the Department of Factories and Boilers, Government of Kerala. The company bagged the Kerala State safety Award consecutively for the fifth year for outstanding performance in industrial safety, health and welfare of employees.

AUDITORS

Mr. Saghesh Kumar K A, Chartered Accountant, Aluva who was appointed as Auditor of the Company for the year under review, retire at the Annual General Meeting and being eligible, has offered to be reappointed at the Annual General Meeting.

COST AUDIT

In exercise of the powers conferred by sub-section (1) of section 233 B of the Companies Act, 1956, the Central Government has directed that an audit of the cost accounting records of the company be conducted for the financial year ended 31st March, 2013 by a Cost Accountant. Accordingly, the Board has appointed M/s Rajendran, Mani & Varier, Cost Accountants to conduct cost audit of the company for the financial year ended March 31, 2013.

STATUTORY APPROVALS & LICENCES

The Company has renewed all statutory approvals and licences from various Departments/ Authorities for carrying on its normal business. The licenced and installed capacity of Synthetic Rutile production now stands at 45,000 MT per annum.

INDUSTRIAL RELATIONS

The Labour - Management relations have been cordial and a long term agreement with Trade Unions of the Employees, valid till 2015 is in force. The employee morale is quite high as can be observed from the performance.

ENERGY CONSERVATION

The statements in Form A for Energy Conservation and Form B on Technology upgradation are given in the Annexure -1. Improved practices have resulted in better quality of product and improved efficiency.

PARTICULARS OF EMPLOYEES

No employee in the service of the Company draws annual remuneration of Rs. 24,00,000 or more per year or Rs. 2,00,000 or more per month for any part of the reporting year requiring disclosure as per Section 217(2A) of the Companies Act, 1956.

FIXED DEPOSITS

The Company has not accepted any deposit during the year within the meaning of Section 58Aof the Companies Act, 1956 and the rules made there under.

DEMATERIALISATION

The shares of your Company are compulsorily dematerialised for trading. The ISIN number of the shares is INE105D01013.

LISTING

The shares of your Company are listed with Bombay Stock Exchange Ltd. The listing fee as required has already been paid upto and including the year 2013-2014.

ACKNOWLEDGEMENTS

Your Directors wish to place on.record their deep sense of gratitude to the Banks and Financial Institutions, Central and State Government Departments and local authorities for their co-operation and support. Your directors are also grateful to the customers, suppliers and business associates for their co-operation. Your directors also like to place on record their appreciation of the valuable contribution put in by the employees of the company at all levels. Finally, your directors are deeply grateful to the members for their continued confidence and faith in the management of the company.

For and on behalf of the Board,

Sd/-

PIace: Aluva, R.K.Garg,

Date: 13.05.2013 Chairman.

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Mar 31, 2011

Dear Members,

The Directors are pleased to present the 22nd Annual Report of your Company along with audited statements of accounts for the year ended 31st March 2011.

FlNANCIALfflGHUGHTS

Rs. in Lakhs

2011 2010

Sales and Other Income 13220.67 11204.13

Profit before Interest & Depreciation 1276.10 1487.92

Interest 234.79 245.52

Depreciation 316.53 344.08

Net Profit for the year 724.78 898.32

Provision for Tax 254.05 322.26

Deferred tax asset (liability) (13.92) (13.14)

Profit aftertax 484.65 589.20

Appropriations

Proposed Dividend 137.02 117.45

Dividend Tax 22.76 19.96

Transfer to General Reserves 24.23 29.46

Balance Carried Forward 300.64 422.33

DIVIDEND

Your Directors are pleased to recommend a dividend on the equity shares at Rs. 1.75 per share of Rs. 10/- each for the financial year ended 31st March, 2011.

OPERATIONS

a) Production

The production of Synthetic Rutile during the year under review was 36175.000 MT as compared to 34200.000 MT in the previous year. Ferric Chloride production during the year was 15069.000 MT, as compared to 12629.000 MT in the previous year. Ferrous Chloride production during the year was 39197.000 MT as against 54859.640 MT in the previous year. The production of Iron Hydroxide (Cemox) during the year was 46020.000 MT as against 15293.000 MT in the previous year.

The production of Ferric Chloride during the year recorded on increase of 19 per cent as compared to the previous year

b) Sales

Your company sold 37121.530 MT of Synthetic Rutile during the year as compared to last year's sales of 32358.700 MT, an increase of 15%. Ferric Chloride sales amounted to 15914.620 MT during the year compared to 12189.670 MT last year showing an increase of

31 per cent. Ferrous Chloride sales this year comes to 42348.145 MT, as against 53090.375 MT in the previous year due to market recession. Iron Hydroxide (Cemox) sales was 12018.430 MT compared to 5159.505 MT showing an increase of 133 percent.

c) Foreign Exchange

The details of Foreign Exchange Earnings and utilization of Foreign Exchange are given below:

2010-2011 2009-2010

Export Income-

USD 218,38,968 USD - 176,99,076 (Equivalent to Rs. 994976210) (Equivalent to Rs. 834800748)

Utilisation of Foreign Exchange

(a) USD - 10,97,111 USD - 14,25,975

(b) UKL - 600.00 UKL- 635.80

(c) AED - 9730.00 AED - 7837.25

(d) JPY - NIL JPY - 560000

(e) SGD - NIL SGD - 76

(f) EURO - NIL EURO - 2600

Total(Equivalent to Rs. 48549149) Total(Equivalent toRs.65260454)

Statement in Form 'C is given in the Annexure -1.

d) Profit

Your company earned a profit of Rs. 1276.10 lakhs before interest, depreciation and tax and a net profit of Rs. 484.65 lakhs after tax during the year as compared to Rs. 1487.92 lakhs and Rs. 589.20 lakhs respectively in previous year. The decrease in profitability is due to increase in raw material costs during the year.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis of the Working Results for the year are given as Annexure - III.

DIRECTORS

As per the provisions of the Companies Act, 1956, your directors Shri.RKGarg,Shri.GR Warner and Smt. Jolly Cherian retire by rotation at the Annual General Meeting. Shri. R K Garg and Shri. G R Warder being eligible, have offered themselves to be reappointed. However, Smt. Jolly Cherian is not seeking reappointment.

CORPORATE GOVERNANCE

Your company has complied with all the conditions of corporate governance regulations, as contained in the revised clause 49 of the listing agreement. The corporate governance report and the certificate from the auditors regarding the compliances are annexed to this report as Annexure II and IV.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217 (2 A A) of the Companies Act, 1956, it is hereby confirmed,

i) That in the preparation of the Annual accounts for the year ended 31st March 2011, the applicable accounting standards have been followed.

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

iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding against fraud and other irregularities.

iv) That the Directors had prepared the accounts for the year ended 31st March 2011 on a going concern basis.

ISO CERTIFICATION

Your Company continues to be ISO 9001: 2008 certified by the prestigious agency, Bureau Veritas Quality International, with accreditation from UKAS London, ANSI-RAB, USA and NABCB, India.

N S F Certification

Your company's products, Ferric Chloride and Ferrous Chloride got NSF/ANSI Standard 60 certification for drinking water treatment chemicals from M/s N S F International, the only organization designated as a Collaborating Center by the World Health Organization (WHO) for both food safety and drinking water safety and treatment.

The afore-said products of your company are the only NSF(National Sanitation Foundation) certified products of its kind in Asia. While in the case of Ferrous Chloride, our Company is one among 8 companies in the world who got certified by N S F International and in the case of Ferric Chloride, we are among the 39 companies certified by them.

AWARDS

Your Directors are pleased to report that your company bagged the Award for implementing pollution control measures from Government of Kerala for the 5th consecutive year - "Excellence Award for 3 years 2010, 2009 and 2008 and certificate of merit for securing 1st place among the medium scale industries in the preceding 2 years.

Your company had also bagged Safety Award instituted by the Department of Factories and Boilers, Government of Kerala for the third consecutive year for outstanding performance in industrial safety.

AUDITORS

Mr. Saghesh Kumar K A, Chartered Accountant, Aluva was appointed statutory Auditor of the Company by the Board, in place of M/s Lazar & George, Chartered Accountants, erstwhile auditors who communicated their inability/unwillingness to continue. Mr. Saghesh Kumar K.A, Chartered Accountant, being eligible, has offered to be reappointed at the Annual General Meeting.

STATUTORY APPROVALS & LICENCES

The Company has renewed all statutory approvals and licences from various Departments/Authorities for carrying on its normal business. The licenced capacity of Synthetic Rutile production now stands at 45,000 MT per annum.

INDUSTRIAL RELATIONS

The Labour - Management relations have been cordial. The existing long term agreement with Trade Unions of the Employees, expired in January 2011 and negotiations with Trade Unions are in progress for a new Long Term Agreement. The employee morale is quite high as can be observed from the performance.

ENERGY CONSERVATION

The statements in Form A for Energy Conservation and Form B on Technology upgradation are given in the Annexure -1. Improved practices and installation of additional equipment have resulted in better quality of product and improved efficiency.

PARTICULARS OF EMPLOYEES

No employee in the service of the Company draws annual remuneration of Rs. 24,00,000 or more per year or Rs. 2,00,000 or more per month for any part of the reporting year requiring disclosure as per Section 217 (2A)ofthe Companies Act, 1956.

FIXED DEPOSITS

The Company has not accepted any deposit during the year within the meaning of Section 58 A of the Companies Act 1956 and the rules made there under.

DEMATERIALISATION

The shares of your Company are compulsorily dematerialised for trading. The ISIN number of the shares is INE105D01013.

LISTINGS

The shares of your Company are listed with Bombay Stock Exchange Ltd. The listing fee as required has already been paid upto and including the year 2011-2012.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their deep sense of gratitude to the Banks and Financial Institutions, Central and State Government Departments and local authorities for their co-operation and support. Your directors are also grateful to the customers, suppliers and business associates for their co-operation. Your directors also like to place on record their appreciation of the valuable contributions put in by the employees of the company at all levels. Finally, your directors are deeply grateful to the members for their continued confidence and faith in the management of the company.

For and on behalf of the Board,

Sd/-

R.K. Garg, Chairman.

Place: Aluva, Date : 25.07.2011

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Mar 31, 2010

The Directors are pleased to present the 21st Annual Report of your Company along with audited statements of accounts for the year ended 31st March 2010.

FINANCIAL HIGHLIGHTS

Rs. in Lakhs

2010 2009

Sales and Other Income 11204.13 12442.06

Profit before Interest & Depreciation 1487.92 1571.64

Interest 245.52 285.22

Depreciation 344.08 332.96

Net Profit for the year 898.32 953.46

Provision for Tax 322.26 366.00

Fringe Benefit Tax - 16.25

Deferred tax asset (liability) (13.14) 66.76

Profit after tax 589.20 504.45

Appropriations

Proposed Dividend 117.45 117.45

Dividend Tax 19.96 19.96

Transfer to General Reserves 29.46 25.22

Balance Carried Forward 422.33 341.82

DIVIDEND

Your Directors are pleased to recommend a dividend on the equity shares at Rs. 1.50 per share of Rs. 10/- each for the financial year ended 31st March, 2010.

OPERATIONS

a) Production

The production of Synthetic Rutile during the year under review was 34200.000 MT as compared to 34602.776 MT in the previous year. Ferric Chloride production during the year was 12629.000 MT, as compared to 11743.000 MT in the previous year. Ferrous Chloride production during the year was 54859.640 MT as against 51400.000 MT in the previous year.

The production of Ferric Chloride and Ferrous Chloride during the year recorded increase of 7.54 per cent and 6.73 per cent respectively as compared to the previous year.

b) Sales

Your company could sell 32358.700 MT of Synthetic Rutile during the year as compared to last years sales of 35460.556 MT due to market recession. .Ferric Chloride sales amounted to 12189.670 MT during the year compared to 11751.435 MT last year showing an increase of

3.74 per cent. Ferrous Chloride sales this year comes to 53090.375 MT, as against 50394.100 MT in the previous year showing an increase of 5.35 per cent.

c) Foreign Exchange

Your company earned export income of USD 176,99,076.12 equivalent to Rs. 8348.01 lakhs, compared to USD 222,87,748.00 (FOB) equivalent to Rs. 9669.55 lakhs in the previous year. The utilisation of Foreign Exchange during the year was USD 1425975.05 , JPY 560000.00, SGD 76.00, EURO 2600, UK£ 635.80, AED 7837.25 equivalent to Rs.65260454/- compared to USD 823840.42 equivalent to Rs. 36724749/- in the previous year. The increase in foreign exchange utilization during the year was due to import of ilmenite owing to its short supply in the domestic market. Statement in Form ‘C is given in the Annexure - I.

d) Profit

Your company earned a profit of Rs. 1487.92 lakhs before interest, depreciation and tax and a net profit of Rs. 589.20 lakhs after tax during the year as compared to Rs. 1571.64 lakhs and Rs. 504.45 lakhs respectively in previous year.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis of the Working Results for the year are given as Annexure – III.

DIRECTORS

As per the provisions of the Companies Act, 1956, your directors Shri. Mathew M Cherian, Shri. A J Pai and Smt. Jaya S Kartha retire by rotation at the Annual General Meeting and being eligible, have offered themselves for reappointment.

CORPORATE GOVERNANCE

Your company has complied with all the conditions of corporate governance regulations, as contained in the revised clause 49 of the listing agreement. The corporate governance report and the certificate from the auditors regarding the compliances are annexed to this report as Annexure II and IV.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, it is hereby confirmed,

i) That in the preparation of the Annual accounts for the year ended 31st March 2010,

the applicable accounting standards have been followed.

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

iii) That the Directors had taken proper and sufficient care for the maintenance of

adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding against fraud and other irregularities.

iv) That the Directors had prepared the accounts for the year ended 31st March 2010 on a going concern basis.

ISO CERTIFICATION

Your Company continues to be ISO 9001 : 2008 certified by the prestigious agency, Bureau Veritas Quality International, with accreditation from UKAS London, ANSI-RAB, USA and NABCB, India.

AWARDS

Your directors are pleased to report that your Company bagged the Award for implementing pollution control measures from Govt. of Kerala for the 4th consecutive year – "Excellence Award" for years 2009 and 2008 and certificate of merit for securing 1st place among the medium scale industries in the preceeding 2 years.

Your company had bagged the FIRST PRIZE in the safety awards instituted by the Department of Factories and Boilers, Government of Kerala for the year 2009 for outstanding performance in industrial safety. The company had also won the certificate of excellence in Industrial safety for the year 2008 from the State Government.

During the year 2009, your company received International Quality Crown Golden Award 2009 from Business Initiative Directions, Madrid, Spain in recognition of the outstanding commitment to the quality and excellence. The selection procedure of the award is equal to that of Deming Award in Japan, Malcolm Baldridge awards in U.S.A and EFQM in Europe.

AUDITORS

M/s. Lazar & George, Chartered Accountants, Aluva who were appointed as Auditors of the Company for the year under review, retire at the Annual General Meeting and being eligible, offer themselves for reappointment.

STATUTORY APPROVALS & LICENCES

The Company has renewed all statutory approvals and licences from various Departments/ Authorities for carrying on its normal business. The licenced capacity of Synthetic Rutile production now stands at 45,000 MT per annum.

INDUSTRIAL RELATIONS

The Labour - Management relations have been cordial and a long term agreement with Trade Unions of the Employees, valid till 2011 is in force. The employee morale is quite high as can be observed from the performance.

ENERGY CONSERVATION

The statements in Form A for Energy Conservation and Form B on Technology absorption are given in the Annexure - I. Improved practices and installation of additional equipment have resulted in better quality of product and improved efficiency.

PARTICULARS OF EMPLOYEES

No employee in the service of the Company draws annual remuneration of Rs. 24,00,000 or more per year or Rs. 2,00,000 or more per month for any part of the reporting year requiring disclosure as per Section 217 (2A) of the Companies Act, 1956.

FIXED DEPOSITS

The Company has not accepted any deposit during the year within the meaning of Section 58A of the Companies Act 1956 and the rules made there under.

DEMATERIALISATION

The shares of your Company are compulsorily dematerialised for trading. The ISIN number of the shares is INE105D01013.

LISTING

The shares of your Company are listed in Bombay Stock Exchange Ltd., Mumbai and the listing fees as required has already been paid upto and including the year 2010-2011.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their deep sense of gratitude to the Banks and Financial Institutions, Central and State Government Departments and local authorities for their co-operation and support. Your directors are also grateful to the customers, suppliers and business associates for their co-operation. Your directors also like to place on record their appreciation of the valuable contributions put in by the employees of the company at all levels. Finally, your directors are deeply grateful to the members for their continued confidence and faith in the management of the company.

For and on behalf of the Board,

Sd/-

Place: Aluva, R.K. Garg, Date : 26.07.2010 Chairman.