Directors Report of De Nora India Ltd.

Mar 31, 2018

The Directors hereby present their report on the business and operations of the Company and the financial accounts for the year ended 31^st March, 2018.

1. FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars	Financial Year ended on March 31, 2018	Financial Year ended on March 31, 2017
	Audited	Audited
Revenue from Operations	2725.59	2756.47
Other Income	325.93	331.11
Total	3051.52	3087.58
Profit/(Loss) before Exceptional Items and Taxation	307.35	444.46
Exceptional Items	-	-
Profit/(Loss) before Taxation	307.35	444.46
Provision for Taxation	138.32	146.43
Net Profit	169.03	298.03
Other Comprehensive Income/(Loss) (net of tax)	3.99	(4.07)
Total Comprehensive Income	173.02	293.95

Your Company has prepared the Financial Statements for the financial year ended March 31, 2018 under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015 and has recast the Financial Statements relating to the previous financial year ended March 31,2017 to make them comparable.

2. OVERVIEW OF COMPANY PERFORMANCE

The financial statements for the year ended 31^st March, 2018 are the first, your Company has prepared under Ind AS (Indian Accounting Standards). The financial statements for the year ended 31^st March, 2017 have been restated in accordance with Ind AS for comparative information.

Your Company’s business falls within a single business segment i.e. Electrolytic Products. Your Company manufactures a wide range of products in this segment such as anodes, cathodes, electrochlorinators etc.

During the year under review, your Company reported a marginal top line decline over the previous year. The gross revenue from operations stood at Rs. 2725.59 lakhs compared with Rs. 2756.47 lakhs in the previous year representing a static trend. Your Company registered a net profit of Rs. 169.03 Lakhs for the financial year under review as compared to Rs. 298.03 Lakhs of previous year recording a decline of 43% on account of various grounds such as dynamic regulatory changes which further enhanced administrative costs, challenging business environment, marked increase in raw material cost and scarcity of noble metals which resulted in erosion of margins etc. Your Company continues to focus on judicious management of its working capital and has initiated cost cutting and other remedial measures to arrest this decline.

3. DIVIDEND

Your Directors recommend dividend for approval of the Members on Equity shares @ 10% (i.e. Rs. 1 per equity share of Rs. 10/- each) for the financial year ended 31^st March, 2018 payable to those Members whose names appear in the Register of Members as on the Book Closure Date. The dividend, if approved by the Members at the Annual General Meeting (“AGM”), will result in a cash outflow of Rs. 53.08 lakhs excluding the corporate dividend distribution tax, as applicable.

4. RESERVES

Under the Companies Act, 2013, there is no requirement to transfer any sum to General Reserve in relation to the payment of dividend. Accordingly, the entire undistributed Profit after Tax is carried forward in the Profit and Loss Account.

5. SHARE CAPITAL

The paid-up equity share capital of your Company as on March 31, 2018 was Rs. 530.86 lakhs comprising of 53,08,634 shares of Rs. 10 each. During the year under review there has been no change in the capital structure of your Company.

6. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Board has constituted a Corporate Social Responsibility (CSR) Committee of the Board under the Chairmanship of an Independent Director. A dedicated CSR team undertakes and monitors all CSR projects of your Company under the guidance and supervision of the CSR Committee and the Board. During the year under review, as part of its CSR activities, your Company focused on promotion of education and employment enhancing skills training initiatives by sponsoring vocational courses for underprivileged girls. Your Company also distributed water purifiers to various schools in the vicinity of the Company in alignment of its core CSR area of making available safe drinking water. Further, your Company also supported and contributed towards the educational needs of the differently abled children.

A brief outline of the Corporate Social Responsibility (‘’CSR’’) Policy of your Company and the initiatives undertaken by your Company on CSR activities during the year are set out in ‘Annexure I’ of this report in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Policy is available on the website of your Company at the link www.denoraindia.com/Company/Investors/ ShareholderInformation/Policies&Codes.

7. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

Your Company is committed to good corporate governance practices and lays strong emphasis on transparency, accountability and integrity in its conduct of business. In terms of Regulation 34 of the Listing Regulations, a Report on Corporate Governance along with Compliance Certificate issued by a Practicing Company Secretary is attached as ‘Annexure II’.

Further, the Management Discussion and Analysis Report on the operations of the Company as stipulated under the Listing Regulations is also appended to the Board’s Report as ‘Annexure III’.

8. DIRECTORS

a. Changes in the composition of the Board of Directors (''Board'')

During the year under review, Mr. Angelo Ferrari, Non-Executive Director (DIN: 00436116), who retired by rotation at the 28^th AGM, was re-appointed as a Director of the Company. However, due to personal commitments, he resigned from the Board with effect from 15^th January, 2018. Your Board of Directors places on record their appreciation of the valuable advice and guidance given by Mr. Ferrari while he was a Director of your Company.

Your Board has appointed Mr. Francesco L’Abbate as Non-Executive Director with effect from 29^th January, 2018 in the casual vacancy caused by the resignation of Mr. Angelo Ferrari.

Further, the appointment of Ms. Supriya Banerji, as a Non-Executive Director (DIN: 05209284) in casual vacancy, which was caused by the resignation of Mr. Krishan Khanna is due to conclude at the forthcoming AGM. Pursuant to the recommendation of the Nomination & Remuneration Committee and based on the report of performance evaluation, the Board at its meeting held on August 06, 2018 decided to place the proposal for appointment of Ms. Supriya Banerji as an Independent Director for a term of 5 years from September 26, 2018 to September 25, 2023, for approval of the members at the 29^th AGM. Accordingly, necessary resolution is being placed for approval of the Members at the 29^th AGM of the Company.

Further, in accordance with the provisions of the Companies Act, 2013 and the Rules made thereunder and the Articles of Association of the Company, Mr. Robert Scannell (DIN: 06818489) Non-Executive Director, retires by rotation at the ensuing AGM of the Company and being eligible, offers himself for reappointment.

The Members may note that consequent to the changes made in the Companies Act, 2013 by the Ministry of Corporate Affairs (MCA) vide Companies (Amendment) Act, 2017 which came into effect from 9^th February, 2018, any appointment of a Director in casual vacancy by the Board of Directors shall be subsequently approved by the Members in the immediate next general meeting. Accordingly, the appointment of Mr. Francesco L’Abbate as a Non-Executive Director in casual vacancy caused by the resignation of Mr. Angelo Ferrari is proposed for approval of the Members at the ensuing AGM. Brief Profile and other information of Mr. Robert Scannell, Ms. Supriya Banerji and Mr. Francesco L’Abbate as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - 2 is given in the Notice of the AGM of the Company which forms part of the Annual Report.

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164(2) of the Companies Act, 2013.

b. Committees of the Board

Your Board of Directors have constituted the following committees to effectively cater its duties towards the diversified role under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015: -

i. Audit Committee

ii. Nomination & Remuneration Committee

iii. Stakeholder’s Relationship Committee

iv. Corporate Social Responsibility Committee

The composition, terms of reference, number of meetings held and business transacted by the Committees is given in the Corporate Governance Report.

c. Board Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has devised a policy on evaluation of the performance of the Board of Directors, Committees and individual Directors. Accordingly, your Board had carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of the Board Committees. A structured performance evaluation was done after taking into consideration inputs received from the Directors, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, effectiveness of Board processes, execution and performance of specific duties, obligations and governance.

The performance of individual Directors was evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company, relationship with peers and Company Management etc. A separate exercise was carried out to evaluate the performance of the various Committees of the Board based on criteria such as the composition of the Committees, the Committee mandates, the effectiveness of the discussions at the Committee meetings etc.

The performance evaluation of the Independent Directors was also carried out by the entire Board considering the time devoted and attention given to professional obligations for independent decision making and acting in the best interest of the Company, strategic guidance to the Company etc. The performance evaluation of the Non-Independent Directors was carried out by the Independent Directors.

The outcome of the evaluation process was discussed and deliberated at the next Board meeting. Your Board of Directors also expressed their satisfaction towards the process followed by the Company for evaluating the performance of the Directors, Board and its Committees.

d. Board Meetings

During the financial year, five meetings of the Board of Directors were held, the details of which are given in the Corporate Governance Report of the Company, which forms a part of the Board’s Report.

9. DIRECTOR’S RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

- in the preparation of the annual financial statements for the year ended 31 ^st March, 2018, the applicable accounting standards have been followed and that there are no material departures;

- Your Directors have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year;

- Your Directors have taken proper and sufficient care, to the best of their knowledge and ability, 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;

- Your Directors have prepared the annual accounts on a going concern basis;

- Your Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

- Your Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and were operating effectively.

10. AUDIT COMMITTEE

The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which forms part of this Report. Recommendations made by the Audit Committee are generally accepted by your Board.

11. REMUNERATION POLICY

Your Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for identification, selection, appointment and remuneration of Directors, Key Managerial Personnel & Senior Management Employees. The policy provides for the criteria for appointment and remuneration of the Directors, KMPs and Senior Management Employees of your Company. For the purpose of selection of any Directors and Key Managerial Personnel, the Nomination & Remuneration Committee identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position. The Committee also ensures that the incumbent fulfils such other criteria with regard to age and other qualifications as laid down under the Companies Act, 2013 or other applicable laws. In respect of the appointment of the Senior Management Employees the N&RC is guided by the provisions of the Nomination and Remuneration Policy alongwith the Company procedures. In compliance with the provisions of Section 178 of the Companies Act, 2013, the Nomination cum Remuneration Policy of the Company is placed on the website of the Company and the link to the same is as follows: www.denoraindia. com/Company/Investors/ShareholderInformation/ Policies&Codes.

Details of the remuneration paid to the Board of Directors are provided in the Corporate Governance Report. We affirm that the remuneration paid to the Directors is as per the terms laid down in the Nomination and Remuneration Policy of the Company.

12. RELATED PARTY TRANSACTIONS

During the financial year ended March 31, 2018, all transactions with the Related Parties as defined under the Companies Act, 2013 read with Rules framed thereunder were in the ‘ordinary course of business’ and ‘at arm’s length’ basis. Your Company did not enter into any Related Party Transactions during the year under review, which require prior approval of the Members or which were materially significant having any potential conflict with the interest of the Company. Accordingly, the disclosure of related party transactions, as required under Section 134(3) (h)of the Act, in Form AOC 2 is not applicableto your Company. All Related Party Transactions of your Company had prior approval of the Audit Committee and the Board of Directors, as required under the Listing Regulations.

Further, Audit Committee and the Board have also reviewed all the Related Party Transactions on a quarterly basis. The necessary disclosures required under Ind AS 24 have been made in Note No. 29 of the Notes to the Financial Statements for the year ended March 31, 2018.

In line with the requirements of the Companies Act, 2013 and Listing Regulations, the Company has formulated a Policy on Related Party Transactions which can be accessed on the Company’s website at www.denoraindia.com/Company/Investors/ShareholderInformation/Policies&Codes.

13. PARTICULARS OF REMUNERATION OF DIRECTORS, KMP’s AND EMPLOYEES

Disclosure with respect to the remuneration of Directors and Employees as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is annexed as ‘Annexure IV’ which forms part of this Report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, is not provided since there were no employees who were drawing remuneration more than '' 8.5 lakhs per month during whole or part of the financial year under review.

14. SECRETARIAL AUDIT

Your Board of Directors have appointed Mr. Sadashiv V. Shet, Practising Company Secretary as the Secretarial Auditor of the Company under Section 204 of the Companies Act, 2013, and rules made thereunder, for conducting the Secretarial Audit for the financial year 2017-18 and to submit Secretarial Audit Report in Form No. MR-3. The said report does not contain any adverse remark, qualification or reservation which requires any explanation/comments by the Board and is annexed as ‘Annexure V’ which forms part of this Report.

15. PARTICULARS OF INVESTMENTS, LOANS AND GUARANTEES

The particulars of investment, loans/advances and guarantees under Section 186 of the Companies Act, 2013 for the financial year are given in the notes to Financial Statements, which forms part of this Annual Report. Your Company has not given any guarantee or provided any security during the year under review.

16. WHISTLE BLOWER POLICY/VIGIL MECHANISM

Your Company has formulated a Vigil Mechanism/ Whistle Blower Policy with a view to providing a mechanism for employees to report violations and assure them of the process that will be followed to address the reported violation. The Policy also lays down the procedures to be followed by Senior Management for tracking of complaints, giving feedback, conducting investigations and taking disciplinary actions. No personnel have been denied access to the Chairman of the Audit Committee. The Whistle Blower Policy of the Company is available on the website of the Company and can be accessed at the web link: www.denoraindia.com/Company/ Investors/ShareholderInformation/Policies&Codes. The provisions of this policy are in line with the provisions of Section 177 (9) of the Companies Act , 2013 and Regulation 22 of the SEBI (LoDR) Regulations, 2015. During the year under review, there has been no incidence reported which requires action by the Audit Committee.

17. ADEQUACY OF INTERNAL FINANCIAL CONTROLS (‘IFC’)

Your Company has an Internal Financial Control System commensurate with the nature of its business and size and complexity of its operations. The main aim of the IFC is to ensure that all the assets of the Company are safeguarded and protected, proper prevention and detection of frauds and errors and all transactions are authorized, recorded and reported appropriately. These controls are routinely tested and certified by the Statutory as well as the Internal Auditors. Significant audit observations and follow up actions thereon if any, are reported to the Audit Committee. The Audit Committee reviews the adequacy and effectiveness of the Company’s internal control systems and monitors the implementation of the audit recommendations.

During the year, the internal auditors had been engaged for aiding in reviewing and testing the IFC framework. As required under Section 143 of the Companies Act, 2013, the Statutory Auditors have evaluated and expressed an opinion on the Company’s IFC over financial reporting based on an audit. In their opinion, the Company has, in all material respects, an adequate internal financial control system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018.

Your Board has also implemented systems to ensure compliance of all applicable laws, these systems were effective and operative. At regular intervals, the Management places before the Board a certificate certifying compliance of laws and regulations as applicable to the business and operations of the Company after obtaining confirmation from all functional heads responsible for compliance of such applicable laws and regulations.

18. STATUTORY AUDITORS

In terms of the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. B S R & Associates LLP, Chartered Accountants, Mumbai (ICAI Firm Registration No. 116231W/W-100024), the Auditors of your Company shall hold office till the conclusion of the ensuing AGM and they shall not be eligible for re-appointment due to expiry of the maximum permissible tenure as the Auditors of your Company. Your Board places on record its deep appreciation for the valuable contributions of the Auditors during their long association with the Company and wishes them success in the future.

Based on the recommendation of the Audit Committee, your Board at its meeting held on August 6, 2018 appointed M/s. MSKA & Associates, Chartered Accountants (ICAI Firm Registration No. 105047W), as the Auditors of the Company, in place of the retiring auditors B S R & Associates LLP, Chartered Accountants for a period of 5 years, to hold office from the conclusion of the ensuing 29^th AGM until conclusion of the 34^th AGM of your Company to be held in the year 2023, subject to approval of the Members of the Company at the ensuing AGM. The first year of audit for M/s. MSKA & Associates, will be of the financial statements for the financial year ended 31^st March, 2019.

M/s. MSKA & Associates, Chartered Accountants, have consented to the said appointment and confirmed that their appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act. They have further confirmed that they are not disqualified to be appointed as statutory auditor in terms of the provisions of Section 139 and Section 141 of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014, as amended. They have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as prescribed under the provisions of Regulation 33 of the Listing Regulations. The proposal for their appointment has been included in the Notice convening the 29^th AGM for obtaining approval of the Members of the Company.

During the year, no frauds have been reported by the auditors under sub-section (12) of Section 143 of the Companies Act, 2013 either to Audit Committee of the Company or to the Central Government. The Statutory Auditor’s Report does not contain any qualifications, reservations or adverse remarks on the financial statements of the Company.

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

Conservation of Energy

The Company has always been conscious of the need for conservation of energy and has been sensitive in making progress towards this end. Though the manufacturing activities of the Company involve consumption of energy, it is not of major significance and no additional investment is required to be made for reduction of energy consumption. However, efforts would be initiated by the Company to conserve energy in the best possible way in the future.

Research and Development (‘R&D’) & Technology absorption

The Company has an ongoing technical collaboration for Ion Exchange Membrane Electrolysers for chlor-alkali industry, electrochlorinators for water treatment and cathodic protection (anti corrosion) systems. These agreements are performed through Industrie De Nora S.p.A. The Company did not incur any expenditure on R&D during the year under review.

Foreign Exchange Earnings & Outgo

Foreign Exchange Earnings - Rs. 238.86 Lakhs

Foreign Exchange Outgo - Rs. 1158.64 Lakhs

20. SUBSIDIARY COMPANIES

Your Company does not have any subsidiary, associate company or a joint venture.

21. SELECTION OF NEW DIRECTORS AND BOARD MEMBERSHIP CRITERIA

In the selection of Directors on the Board, your Company is guided by the provisions of the Companies Act, 2013 and the Listing Regulations. Your Company has also framed a Policy on Board Diversity and Board Recruitment and Succession Policy which lays down broadly the criteria for membership to the Board. The Nomination and Remuneration Policy also governs the identification, selection and appointment of Directors, Key Managerial Personnel (KMPs) and Senior Management Personnel (SMPs) of your Company.

Accordingly, your Board, on the recommendations of the Nomination and Remuneration Committee, appoints Director(s) of the Company based on his/ her eligibility, experience and qualifications and such appointment is approved by the Members of the Company at the General Meetings. Some of the aspects considered while appointing or reappointing a Director on the Board are skills and experience, age, conflict of interests, directorships in other Companies, independence, integrity, high personal and professional ethics, sound business judgment, ability to participate constructively in deliberations and willingness to exercise authority in a collective manner, outcome of the performance evaluation of Directors eligible for reappointment etc.

22. RISK MANAGEMENT

Your Company believes that periodical review of various risks associated with the business and operations is vital to proactively manage uncertainty and changes in the internal and external environment.

It has therefore institutionalized a strong risk management framework to identify, monitor, minimize and report risks. It has laid down robust and credible procedures to inform the Board members about the risk assessment and risk minimization measures.

The assessment of the risks covers business risks, operational risks, physical risks, regulatory risks, fraud risks, people risk, information risk, Information Technology risks and other risks which are identified and prioritized based on severity, likelihood and effectiveness of current detection. Such risks are reviewed by the Senior Management on a yearly basis. The Audit Committee of the Board of Directors of the Company assists the Board in overseeing that all the risks that the organization faces have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

23. COMPLAINTS RELATING SEXUAL HARASSMENT

Your Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been constituted to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. During the year under review, no complaints were reported to the Board.

24. EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return as on March 31, 2018 in the prescribed Form No. MGT - 9 is appended as ‘Annexure VI’ to this report.

25. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a. Details relating to deposits covered under Chapter V of the Companies Act, 2013;

b. No change in the nature of business of your Company during the financial year ended 31^st March, 2018.

c. No change in Key Managerial Personnel during the year;

d. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations;

e. No material changes and commitments occurred during April 1, 2017 till the date of this Report which would affect the financial position of your Company;

f. No issue of any equity shares with differential rights as to dividend, voting or otherwise;

g. No of Sweat Equity Shares or Bonus Shares during the year under review;

h. No Employee Stock Option and Employee Stock Purchase Schemes were launched during the year under review

26. ACKNOWLEDGEMENT

Your Directors wish to convey their appreciation to all of your Company’s employees for their enormous personal efforts as well as their collective contribution to your Company’s performance. Your Directors would also like to thank the shareholders, customers, dealers, suppliers, bankers, employee unions, regulatory & government authorities, stock exchanges and all the other business associates for the continuous support given by them to your Company and their confidence in its Management.

For and on behalf of the Board of Directors

For De Nora India Limited

M. A. Sundaram

Place: Kundaim, Goa Chairman

Date : August 06, 2018 DIN: 00144607

---

Mar 31, 2016

TO

THE MEMBERS OF DE NORA INDIA LIMITED

The Directors have pleasure in presenting the 27^th Annual Report together with the Audited Accounts of your Company for the fifteen months financial period ended 31^st March, 2016 (from 1^st January, 2015 to 31^st March 2016).

1. FINANCIAL RESULTS

(Rs. in Millions)

Particulars	Fifteen months period ended on March 31, 20161	Financial Year ended on December 31, 2014
Sales & Other Income (Net of duties)	546.04	327.66
Profit/(Loss) before Depreciation & Taxation	191.47	72.24
Provision for Depreciation	11.60	12.01
Provision for Taxation for current/prior years	60.14	16.62
Deferred Taxation (Liability)/Asset for current/ prior years	(0.03)	1.08
Net Profit after Tax	119.76	42.53
Balance of Profit brought forward	204.80	175.84
Transfer To General Reserves	11.98	4.26
Proposed Dividend	21.23	7.96
Tax on Dividend	4.59	1.35
Balance of Profit carried forward to next year	286.74	204.80

3. DIVIDEND

The Board of Directors of your Company have recommended a Dividend of 40% of the paid-up capital (i.e. Rs. 4/- per share) for the 15 months period ended 31^st March, 2016 absorbing an amount of Rs. 25.83 Million of distributable profits, inclusive of tax on dividend.

The dividend, subject to the approval of Members at the Annual General Meeting on 21^st September 2016, will be paid on or after 21^st September, 2016 to the Members whose names appear in the Register of Members, as on the date of book closure, i.e. from Thursday, 15^th September, 2016 to Wednesday, 21^st September, 2016 (inclusive of both dates).

4. TRANSFER TO RESERVES

Your Company has transferred a sum of Rs. 11.98 Million to General Reserve as against the sum of Rs. 4.25 Million transferred to General Reserve last year.

5. STATE OF COMPANY’S AFFAIRS

Your Company continues to remain the market leader in the chlor alkali and cathodic protection systems business.

During the fifteen months period ended March 31, 2016 your Company generated a total Turnover of Rs. 508.38 Million as against the total Turnover of Rs. 305.21 during the last financial year ended on December 31, 2014, covering a period of twelve months. The Net Profit of your Company for the fifteen months period ended March 31, 2016 stood at Rs. 119.76 Million as against the Net Profit of Rs. 42.53 Million for the twelve months period ended December 31, 2014.

6. DIRECTORS

During the year Mr. Angelo Ferrari was appointed as the Additional Director with effect from 19.02.2015. His appointment as a Non-Executive Director was regularized in the 26^th Annual General Meeting of the Company held on 29.06.2015.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Robert Scannell, Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible for re-appointment, offers himself for re-appointment. The Board recommends his reappointment.

Mr. Vinay Chopra, Manager of the Company, whose tenure as Manager expires on 15^th July 2016 has been appointed by the Board of Directors of the Company as the Managing Director of the Company for a period of 3 years w.e.f. 16^th July 2016 to 15^th July 2019, subject to the approval of the members at the ensuing Annual General Meeting of the Company and the approval of applicable statutory authorities, if any. The Board recommends his appointment as the Managing Director of the Company for a period of 3 years w.e.f. 16^th July 2016.

The above appointment and re-appointment forms part of the Notice of the Twenty-seventh Annual General Meeting and the relevant resolutions are recommended for your approval therein.

A brief resume of the Directors seeking appointment/ re-appointment, the nature of their expertise in specific functional areas, names of Companies in which they hold directorships and the memberships of committees of the Board, their shareholdings, etc. are attached with the Notice of the Annual General Meeting of the Company.

Pursuant to Sub-section (7) of Section 149 of the Companies Act, 2013 read with the rules made there under, all the Independent Directors have given the declaration that they meet the criteria of independence as laid down in Sub-section (6) of Section 149 of the Act and Clause 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [‘Listing Regulations 2015’] and the Board at its meeting held on May 25, 2016 has duly taken note of the same.

7. CORPORATE GOVERNANCE

Your Company continues to be committed to good corporate governance aligned with the best corporate practices. It has complied with the corporate governance requirements under the Companies Act, 2013 and the various standards set out by Securities and Exchange Board of India and the Stock Exchange where it is listed. Pursuant to the provisions of the Listing Regulations 2015, Management Discussion and Analysis Report, Corporate Governance Report and Practicing Company Secretary’s Certificate regarding compliance with the Code of Corporate Governance are made part of this Annual Report.

8. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS & OUTGO

Conservation of Energy

Your Company has always been conscious of the need for conservation of energy and has been sensitive in making progress towards this end. Though the manufacturing activities of the Company involve consumption of energy, it is not of major significance and no additional investment is required to be made for reduction of energy consumption. However, efforts would be initiated by the Company to conserve energy in the best possible way in the future.

Research and Development

Your Company has an ongoing technical collaboration for Ion Exchange Membrane Electrolysers for chlor-alkali industry, electro chlorinators for water treatment and cathodic protection (anti corrosion) systems. These agreements are performed through Industrie De Nora S.p.A. Your Company did not incur any expenditure on R&D during the year under review.

Technology absorption

The Company is in the process of acquiring the technology for repair/recoating of NACL-ODC & HCL-ODC membrane technology from Industrie Denora

S.p.A. Milan, Italy.

Foreign Exchange Earnings & Outgo

The information on foreign exchange earnings are detailed in Note No. 34 (a) and foreign exchange outgo is detailed in Note No. 34 (b) to the Accounts.

9. SUBSIDIARY COMPANIES

The Company does not have any subsidiary, associate company or a joint venture.

10. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the Corporate Governance requirements as prescribed by SEBI under Clause 49 of the erstwhile Equity Listing Agreement with the Stock Exchange, the Board of Directors had carried out an annual evaluation of its performance and that of its individual Directors.

The performance of the Board and individual Directors was evaluated by the Board seeking inputs from all the Directors. The Nomination and Remuneration Committee reviewed the performance of the individual Directors. A separate meeting of the Independent Directors was also held to review the performance of the Non-Independent Directors, performance of the Board as a whole and performance of the Chairperson of the Company taking into account the views of the Executive Directors and Non - Executive Directors. The Executive Directors and the Non-Executive Directors of the Board also evaluated the performance of the Independent Directors of the Company.

The criteria for performance evaluation of the Board included aspects like Board composition and structure, effectiveness of the Board processes, information and functioning etc. The criteria for performance evaluation of the individual Directors included aspects on contribution to the Board and Committee meetings, their preparedness on the issues to be discussed at the meetings, contributions at the meeting, relationship with the peers and the Company Management etc. Further the chairperson was also evaluated on the key aspects of his/her role.

11. REMUNERATION POLICY

The Company follows a Policy on Remuneration of Directors and Senior Management Employees. The policy is approved by the Nomination & Remuneration Committee and the Board. The main objective of the said policy is to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors, KMP and the Senior Management Employees. The remuneration involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals. The details of the Remuneration Policy for the Directors and Senior Management Employees are given in the Corporate Governance Report.

12. SELECTION OF NEW DIRECTORS AND BOARD MEMBERSHIP CRITERIA

The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience in business, government, education and public service. Characteristics expected of all Directors include independence, integrity, high personal and professional ethics, sound business judgment, ability to participate constructively in deliberations and willingness to exercise authority in a collective manner. The Company has also formulated a Policy on Board Diversity and Board Recruitment and Succession Policy.

13. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, the Directors confirm that:- in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

- they have, in the selection of the accounting policies, consulted the Statutory Auditors and have 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 period and of the profit of the Company for that period;

- they have taken proper and sufficient care, to the best of their knowledge and ability, 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;

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

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

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

14. STATUTORY AUDITOR

M/s B S R & Associates LLP Chartered Accountants, Mumbai (ICAI Firm Registration No. 116231W/W-100024), have been appointed as the statutory auditors of the Company to hold office from the conclusion of the 26^th Annual General Meeting held on 29^th June

2015 until the conclusion of the 29^th Annual General Meeting of the Company to be held in the calendar year 2018, subject to ratification of the appointment by the members at the respective AGMs to be held in the year 2016 and 2017 respectively.

Your Company has received a certificate confirming their eligibility to be re-appointed as Auditors of the Company in terms of the provisions of Section 139(1) of the Companies Act, 2013 and Rules framed there under. The Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under the provisions of Clause 33 of the newly notified Listing Regulations 2015.

Accordingly, ratification of the appointment of the Statutory Auditors is being sought from the Members of the Company at this AGM for the Financial Year 2016-17.

Further, the report of the Statutory Auditors along with the notes to the Schedules for the 15 months period is enclosed to this report. The observations made in the Auditor’s Report are self-explanatory and therefore do not call for any further comments.

The Auditor’s Report does not contain any qualification, reservation or adverse remark.

15. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mr. Sadashiv. Shet, a Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Secretarial Auditors’ Report, in the prescribed format, for the fifteen months period ended March 31, 2016 is annexed to this Directors’ Report as Annexure 1 and forms part of the Annual Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with Section 135 of the Companies Act, 2013 and Rules framed there under, your Board has constituted a Corporate Social Responsibility (CSR) Committee. Based on the Recommendation of the

CSR Committee a Corporate Social Responsibility Policy (CSR Policy) of the Company has also been adopted. The CSR Policy of the Company is available on the website of the Company at www.denoraindia. com and can be viewed using the below link:

http://india.denora.com/company/shareholder-

information.html.

Your Company has initiated various CSR programs during the financial Period as per the CSR Policy adopted by the Board and shall monitor the same through its CSR Committee, which meets periodically. A brief outline of the same is set out in Annexure 2 of this report in the format prescribed in the Companies (CSR Policy) Rules, 2014.

17. BOARD MEETINGS

During the period under review, five Board Meetings were convened and held. The details of the composition of the Board and its committees and of the meetings held, attendance of the Directors at such meetings and other relevant details are provided in the Corporate Governance Report.

Pursuant to the provisions of Part VII of Schedule IV of the Companies Act, 2013 read with clause 25(3) of ‘Listing Regulations 2015’, a separate meeting of the Independent Directors was held on April 21, 2015 for transacting the business enumerated under the said provisions.

18. COMPOSITION OF AUDIT COMMITTEE

The Board has constituted the Audit Committee which comprises of Mr. M. A. Sundaram as the Chairman and Mr. Robert Scannell and Mrs. Sarita D’Souza as the members. More details on the Committee are given in the Corporate Governance Report.

19. PARTICULARS OF EMPLOYEES

The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to the Report as Annexure 3.

The statement containing particulars of employees as required under section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, is not provided since there were no employees who were drawing remuneration more than Rs. 5 lakhs per month during whole or part of the 15 months financial period under review.

20. FIXED DEPOSITS

Your Company has not invited or accepted any fixed deposits from the members/public under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the financial period under review.

21. RISK MANAGEMENT

Risk management has always been an integral part of the corporate strategy. Your Company has laid down a well-defined risk management mechanism covering the risk mapping, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor both business and non-business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a well-defined framework. The risk management framework is discussed in detail in the Management Discussion and Analysis report forming part of this Annual Report.

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

There were no significant or material orders passed by the Regulators or Courts or Tribunal which would impact the going concern status of the Company and its future operation.

23. EXTRACT OF ANNUAL RETURN

As mandated by Section 92 of the Companies Act, 2013 read with the rules made there under, extract of the Annual Report as on 31^st March 2016 in Form No. MGT - 9 is enclosed as Annexure 4 to this Report.

24. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has formulated a policy to provide adequate safeguards against victimization of employee(s) and Director(s) who report any violation of the Code of Conduct or any unethical behaviour, actual or suspected fraud or improper practice to the Top Management and Audit Committee and to prohibit managerial personnel from taking adverse personnel action against employees/Directors as a result of the employees’/Director’s good faith disclosure of alleged wrongful conduct to the Audit Committee on a matter of public concern. It is affirmed that no personnel/Director has been denied access to the Audit Committee. The details of the establishment of such policy are disclosed on the Company’s website www.denoraindia.com.

25. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the fifteen months period were on an arm’s length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations 2015. The same are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

Further, there are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel etc. which may have a potential conflict with the interest of the Company at large or which warrants the approval of the Members of the Company during the period under review. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with related parties are provided in the Company’s financial statements in accordance with the Accounting Standards.

The Company has also framed a policy on dealing with the related parties and has disclosed the same on the Company’s website at www.denoraindia.com.

26. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments in terms of Section 186 of the Companies Act, 2013 for the 15 months financial period under review have been provided in the Notes to the Financial Statement which forms part of this Annual Report.

27. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to the financial statements and no material reportable weakness was observed in the system. Further, the Company has in place adequate financial controls commensurate with the size and nature of its operations.

28. CHANGE IN THE REGISTRAR & TRANSFER AGENT OF THE COMPANY

The Securities and Exchange Board of India vide its Interim Order No. WTM/RKA/MIRSD2/41/2016 dated 22^nd March 2016 had restrained the Company’s Registrar and Share Transfer Agent (‘R&STA’)

i.e. M/s. Sharepro Services (India) Private Limited from dealing with the securities market due to some irregularities detected in the conduct of its activities as the Registrar and Share Transfer Agent. Further, vide the above order the current clientele of M/s. Sharepro Services (India) Private Limited were advised to carry out/switchover their activities related to the R&STA, either in house or through another R&STA registered with SEBI.

In addition to the above, the Companies were also directed to conduct a thorough audit of the records and systems of M/s. Sharepro Services (India) Private Limited with respect to the dividends paid and transfer of securities to determine whether dividends have been paid to actual/beneficial holders and whether securities have been transferred as per the provisions of the law for the last 10 years. The audit has to be completed by the Companies within a period of three months from the date of the order i.e. 22^nd March 2016 and thereafter a report shall be submitted to SEBI by the Companies in that regard. Further, within a period of six months from the date of the order, the Companies shall take appropriate action, in cases where violations are observed, in accordance with the provisions of law and inform SEBI accordingly.

In compliance with the above SEBI mandate, the Company has changed its Registrar and Transfer Agent and has appointed M/s. Bigshare Services Private Limited, a SEBI registered Category - I Registrar & Share Transfer Agent (SEBI Registration No. INR000001385) as the new R&STA of the Company with effect from June 1, 2016.

29. ACKNOWLEDGEMENT

The Directors wish to convey their appreciation to all of the Company’s employees for their enormous personal efforts as well as their collective contribution to the Company’s performance. The Directors would also like to thank the shareholders, customers, dealers, suppliers, bankers, employee unions, regulatory & government authorities, stock exchanges and all the other business associates for the continuous support given by them to the Company and their confidence in its management.

For and On behalf of the Board of Directors

For De Nora India Limited

Place: Kundaim, Goa M. A. Sundaram

Dated: May 25, 2016 Chairman

DIN: 00144607

---

Dec 31, 2014

THE MEMBERS OF DE NORA INDIA LIMITED

The Directors have pleasure in presenting the 26th Annual Report together with the Audited Accounts of your Company for the year ended 31st December, 2014. As required under the Ministry of Corporate Affairs General Circular 08/2014 No. 1/19/2013-CL-V dated April 4, 2014, the Financial Statements and other reports required to be attached to the Annual Report for Financial Year 2014 are governed by the relevant provisions, schedules, rules of the Companies Act, 1956.

FINANCIAL RESULTS

(RS. IN MILLIONS) 2014 2013

Sales & Other Income (Net of du- 327.66 369.18 ties)

Profit/(Loss) before Depreciation & 72.24 76.31 Taxation

Provision for Depreciation 12.01 7.14

Provision for Taxation for current/ 16.62 30.63 prior years

Deferred Taxation (Liability)/Asset 1.08 (9.21) for current/prior years

Net Profit after Tax 42.53 47.75

Balance of Profit brought forward 175.84 157.98

Transfer To General Reserves 4.26 4.78

Proposed Dividend 7.96 21.23

Tax on Dividend 1.35 3.89

Balance of Profit carried forward to 204.80 175.84 next year

DIVIDEND

The Directors of the Company recommend a Dividend of 15% of the paid-up capital (i.e. Rs. 1.5/- per share) for the year ended 31st December, 2014 absorbing an amount of Rs. 9.32 Million of distributable profits, inclusive of tax on dividend as against 40% dividend (i.e. Rs. 4/- per share) for the previous year 2013. The Directors feel the need to conserve the cash to efficiently maintain the operating cycle and for future growth prospects.

The Final Dividend, subject to the approval of Members at the Annual General Meeting on 29th June, 2015, will be paid on or after 14th July, 2015 to the Members whose names appear in the Register of Members, as on the date of book closure, i.e. from Monday, 22nd June, 2015 to Monday, 29th June, 2015 (inclusive of both dates).

OPERATIONS

The Company continues to remain the market leader in the Chlor Alkali and Cathodic Protection Systems business.

However, the year under review was very difficult and challenging. Even though, the sales turnover of the Company for the year under review was lower than the previous year, the profitability for the year has been affected drastically and the Company has reported lower profit for the year ended 31 st December, 2014, due to weak industrial activity and sluggish market conditions in India. The Company is making all round efforts to overcome these difficulties in this competitive environment and is optimistic that the Company''s various initiatives and cost reduction schemes will give positive results in the current year.

OUTLOOK

The Company is looking forward to maintain its position of market leader in Membrane Recoating Activity and Cathodic Protection Systems. The Directors are hopeful that ongoing efforts made in the field of Chlorate Cells fabrication would pave way for the future growth of the Company.

DNIL has successfully developed the new business of supplying of special electrodes for water treatment mainly for treating pharmaceutical waste water. DNIL was able to achieve the expected business in 2014 & looks forward to continue to develop this biz in 2015 as well. DNIL is also continuing to market new products of De Nora Next namely: Solar Mac NGOTM & Giselle.

DIRECTORS

During the year, Mr. Luca Buonerba, who was a Non- Executive Director, resigned from the directorship of the Company with effect from 13.02.2014 and Mr. Robert Scannell was appointed as the Additional Director with effect from 12.02.2014. Mr. Robert Scannell''s appointment as a Non-Executive Director was regularized in the 25th Annual General Meeting of the Company held on 14.05.2014. In compliance with the provisions of the new Companies Act, 2013 and the Amended Clause 49 of the Listing Agreement, the Board of Directors of the Company appointed Mrs. Sarita D''Souza as an Additional Director on the Board to act as the Independent Woman Director w.e.f. 22.08.2014.

Further, as per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years and shall not be liable to retire by rotation. Accordingly, all the three Independent Directors, Mr. M. A. Sundaram, Mr. Ramesh V. N. P. R. Sardessai and Mrs. Sarita D''Souza were reappointed as the Independent Directors of the Company in the Extra-Ordinary General Meeting of the Company held on 29th September 2014 for a period of 5 years in compliance with the above provision. The Company has also received declarations from the said Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement.

Mr. Ravi Menezes and Mr. Premal N. Kapadia stepped down as Directors of the Company during the year w.e.f.

27th November 2014 and 12th December 2014 respectively. The Board placed on record its appreciation for the valuable services rendered by Mr. Ravi Menezes and Mr. Premal Kapadia.

The Board of Directors also deeply mourn the sad demise of one of the Independent Directors of the Company, Mr. Ramesh V. N. P. R. Sardessai on 18th December 2014 and acknowledges the outstanding contribution made by him as the Independent Director of the Company during his tenure.

The Board has appointed Mr. Angelo Ferrari as an Additional Director of the Company with effect from February 19, 2015. In accordance with Section 161 of the Companies Act, 2013 (erstwhile Section 260 of the Companies Act, 1956), Mr. Angelo Ferrari holds office upto the date of the forthcoming Annual General Meeting of the Company and his candidature for appointment as a Director has been included in the notice convening the forthcoming Annual General Meeting of the Company.

In accordance with the provisions of the Companies Act, 2013 (erstwhile Companies Act, 1956) and the Articles of Association of the Company, Mr. Krishan Khanna, Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible for re- appointment, offers himself for re-appointment. The Board recommends his re-appointment.

A Brief resume of the Directors seeking appointment/ re-appointment, the nature of their expertise in specific functional areas, names of companies in which they hold directorships and the memberships of committees of the Board, their shareholdings, etc. are attached with the Notice of the Annual General Meeting of the Company.

CORPORATE GOVERNANCE

Pursuant to Amended Clause 49 of the Listing Agreement with the National Stock Exchange of India Ltd., Management Discussion and Analysis Report, Corporate Governance Report and Practicing Company Secretary''s Certificate regarding compliance with the Code of Corporate Governance are made part of the Annual Report.

CRITERIA FOR PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS

As per the requirements of the provisions of the Amended Clause 49 of the Listing Agreement, the Company hereby discloses the criterias for the performance evaluation of Independent Directors of the Company as laid down by the Nomination and Remuneration Committee of the Board. The performance of the Independent Directors would be judged on the following parameters:

- Expertise in the matters requiring their knowledge and skills.

- Inputs received by the person during Board Meetings/ Committee Meetings

- Problem solving skills and strategic decision making abilities

- Contribution in the achievement of business targets

- Professional knowledge, expertise and experience employed in the interest of the Company

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The company has conducted familiarization programme for its Independent Directors on 31.10.2014 details of which could be found on the following web link:

http://www.denoraindia.com/Downloads/en-US/ FamiliarisationProgrammeDNIL.pdf

CEO/CFO CERTIFICATION

A certificate from the Manager and the Chief Financial Officer on the financial statements of the Company, as required under Clause 49 of the Listing Agreement with the National Stock Exchange was placed before the Board.

INFORMATION AS REQUIRED UNDER THE LISTING AGREEMENT

The shares of the Company are presently listed at The National Stock Exchange of India Limited, Mumbai under the Stock Code DENORA EQ and the Company has paid listing fee upto March 31, 2015 in respect of the above stock exchange.

ISO CERTIFICATION

The Company has maintained its continued endeavor in terms of quality and maintenance of International Standards. The Company has got the prestigious certification for ISO 9001:2008 for Quality Management System from JAS-ANZ on 07.08.2013 valid till 06.08.2016 for the production and trading of Titanium Anodes/ Nickel Cathodes for Chlor- alkali Industry used for NaOH/ KOH/Cl2, Chlorate Cells for production of Sodium Chlorate, Electro Chlorinators for On-site Hypo, Cathodic Protection Systems and Surface Finishing Products.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

in the preparation of the annual accounts for the financial year ended December 31, 2014 the applicable accounting standards have been followed and that there are no material departures;

they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

they have prepared the annual accounts for the financial year on a going concern basis.

AUDITORS

M/s B S R & Co. LLP Chartered Accountants, Mumbai (ICAI Firm Registration No.101248W/W-100022), the statutory auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting of the Company. The said Auditors have been holding office as the Statutory Auditors of the Company for a period of 7 (Seven) consecutive financial years. In terms of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, a listed company cannot appoint or re-appoint an audit firm as an Auditor for more than two terms of five consecutive years. The period for which the firm has held office as Auditor prior to the commencement of the Companies Act, 2013 shall be taken into account for calculating the period of 10 (Ten) consecutive years, as the case may be. Further, Section 139 of the Companies Act, 2013 has also provided a period of 3 (Three) years from the date of commencement of the Act to comply with this requirement.

Accordingly, they can be appointed as Auditors for a further period of 3 (three) years only in terms of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014. Hence, it was proposed to appoint M/s B S R & Co. LLP Chartered Accountants, Mumbai (ICAI Firm Registration No. 101248W/W-100022) as the statutory auditors of the Company to hold office from the conclusion of the Twenty Sixth Annual General Meeting till the conclusion of the Twenty Ninth Annual General Meeting of the Company, i.e. for a period of 3 (Three) years, subject to ratification of their appointment at every Annual General Meeting. The statutory auditors however, have conveyed their unwillingness to be appointed as the statutory auditors of the Company for the above term due to their internal restructuring.

In lieu of the above, the Company proposed to appoint M/s B S R & Associates LLP Chartered Accountants, Mumbai (ICAI Firm Registration No.116231W/W-100024), a LLP firm under the same network of audit firm (M/s. B S R Affiliates) as that of the outgoing auditors, as the statutory auditors of the Company to hold office for the remaining term of 3 years, since, they are associated with B S R & Co. LLP Chartered Accountants, Mumbai, the ex-auditor of the Company, until the conclusion of the Annual General Meeting of the Company to be held in the year 2018. The Company has received a letter from them providing consent to the above appointment and to the effect that their appointment, if made would meet the requirements of the provisions of the Companies Act, 2013 and rules made thereunder.

Accordingly, approval of the members to the appointment of M/s B S R & Associates LLP Chartered Accountants, Mumbai (ICAI Firm Registration No.116231W/W-100024) as the Statutory Auditors of the Company for a period of three years, to hold office from the conclusion of this Annual General Meeting till the conclusion of the Twenty-Ninth Annual General Meeting of the Company to be held in the year 2018 (subject to the ratification of their appointment at every Annual General Meeting) is being sought at the ensuing Annual General Meeting.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per provision 135 of the Companies Act, 2013 and rules made thereunder, every Company having a net profit of Rs. 5 Crore during any financial year would be required to constitute a Corporate Social Responsibility Committee and spend 2% of its average net profits made during the immediately preceding financial years towards CSR activities in pursuance of a policy on CSR to be framed by the CSR Committee. It further requires the Board''s report to give a note on such activities and in the event of shortfall from the specified quantum, the reasons for the same to be explained therein. Since the Company has a net profit of Rs. 5 Crore in its preceding financial years, the Company is covered under the provisions of Section 135 of the Companies Act, 2013 and the rules made thereunder.

A Committee of the Board has already been constituted with Mr. M. A. Sundaram, an Independent Director as its Chairperson. The Committee has also framed a Policy on Corporate Social Responsibility in compliance with the above provision.

During the year, the Company was unable to spend any amount on CSR activities due to paucity of time after forming the Committee till the year end. However, the Company continues to endeavor holding the CSR commitments in the true spirit going forward.

CHANGE IN THE FINANCIAL YEAR OF THE COMPANY

The provisions of the new Companies Act, 2013 mandates all Companies to adopt a uniform Financial Year (FY) of 1st April to 31st March with limited exception to a Company which is a holding company or subsidiary of a company incorporated outside India which may be required to follow a different FY for consolidation outside India.

Hence, in order to fulfill the above requirement of law, the Board of Directors of the Company have decided to change the FY of the Company from 1st January - 31st December to 1st April - 31st March with effect from the close of the FY 2014. Accordingly, the Financial Year of the Company for 2015 would be for a period of 15 months commencing from 1st January 2015 to 31st March 2016.

COST AUDITORS

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and with the prior approval of the Central Government, M/s K. C. Kohli & Co., Delhi, having Firm Registration No. 100541 had been appointed as the Cost Auditors of the Company for auditing the Company''s cost accounts relating to the company products for the Financial Year ended 31st December 2014. The due date for filing the Cost Audit Report for the year ended 31st December 2014 is 29th June 2015 and the same will be filed with the Ministry of Corporate Affairs within the due date.

PERSONNEL

The information required under Section 217(2A) of the Companies Act, 1956, and the Rules framed there under is annexed hereto as Annexure ''A'' and forms part of the Report.

FIXED DEPOSITS

The Company has not invited or accepted any fixed deposits during the financial year and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

WHISTLE BLOWER POLICY

The Company had formulated a policy to provide adequate safeguards against victimization of employee(s) and Director(s) who report any violation of the Code of Conduct or any unethical behaviour, actual or suspected fraud or improper practice to the Top Management and Audit Committee and to prohibit managerial personnel from taking adverse personnel action against employees/Directors as a result of the employees''/Director''s good faith disclosure of alleged wrongful conduct to the Audit Committee on a matter of public concern. No personnel/Director has been denied access to the Audit Committee. The details of the establishment of such policy are disclosed on the Company''s website www.denoraindia.com.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year 2014 were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

The Company has also framed a policy on dealing with the related parties and has disclosed the same on the Company''s website at www.denoraindia.com.

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

Information in accordance with Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in Annexure ''B'' forming part of this report.

ACKNOWLEDGEMENT

The Directors wish to convey their appreciation to all of the Company''s employees for their enormous personal efforts as well as their collective contribution to the Company''s performance. The Directors would also like to thank the employee unions, shareholders, customers, dealers, suppliers, bankers, Regulatory & Government authorities, Stock Exchanges and all other business associates for the continuous support given by them to the Company and their confidence in its management.

For and On behalf of the Board of Directors

Place : Kundaim, Goa M. A. SUNDARAM Dated: February 19, 2015 CHAIRMAN

---

Dec 31, 2013

TO THE MEMBERS OF DE NORA INDIA LIMITED

The Directors have pleasure in presenting the 25th Annual Report together with the Audited Accounts of your Company for the year ended 31st December, 2013.

FINANCIAL RESULTS

(RS. IN MILLION)

2013 2012

Sales & Other Income 373.87 656.63 (Net of duties)

Profit/(Loss) before Depreciation & 76.31 198.61 Taxation

Provision for Depreciation 7.14 (5.98)

Provision for Taxation for current/ 30.63 (59.96) prior years

Deferred Taxation (Liability)/Asset (9.21) 0.40 for current/prior years

Net Profit after Tax 47.75 133.07

Balance of Profit brought forward 157.98 81.40

Transfer To General Reserves 5.06 13.31

Proposed Dividend 21.23 37.16

Tax on Dividend 3.60 6.03

Balance of Profit carried forward to 175.84 157.98 next year

DIVIDEND

The Directors of the company recommend a Dividend of 40% of the paid-up capital for the year ended 31st December, 2013 absorbing an amount of Rs. 24.83 Million of distributable profits, inclusive of tax on dividend as against 70% dividend for the previous year 2012. The Directors feel the need to conserve the cash to efficiently maintain the operating cycle and for future growth prospects.

OPERATIONS

The Company continues to remain the market leader in the Chlor Alkali and Cathodic Protection Systems business. The Company has consolidated its market share in the sales of Electro chlorinators during the year 2013.

OUTLOOK

The Company is looking forward to maintain its position of market leader in Membrane Recoating Activity and Cathodic Protection Systems. The Directors are hopeful that ongoing efforts made in the fled of Chlorate Cells fabrication would pave way for the future growth of the Company.

DNIL has successfully developed the new business of supplying of special electrodes for water treatment mainly for treating pharmaceutical waste water. DNIL was able to achieve the expected business in 2013 & looks forward to continue to develop this biz segment in 2014 as well. DNIL is also continuing to market new products of De Nora Next namely: Solar Mac NGOTM & Giselle.

DIRECTORS

During the year Mr. Satish Chandra Jain, Managing Director of the Company retired from the post of Managing Director w.e.f. 15th July, 2013. Mr. Vinay Chopra was appointed as the Manager of the Company w.e.f. 16th July, 2013 in the 24th Annual General Meeting of the Company held on 8th May, 2013.

Mr. Angelo Ferrari and Mr. Giuseppe Cambareri stepped down as Directors of the Company w.e.f. 09th May, 2013. On account of cessation of Mr. Giuseppe Cambareri as Director of the Company, Mr. R. V. N. P. R. Sardessai, Alternate Director to Mr. Giuseppe Cambareri, also ceased to be a Director of the Company.

Mr. Ravi Menezes, Mr. R. V. N. P. R. Sardessai, Mr. Krishan Khanna and Mr. Vinay Chopra were appointed as Additional Directors of the Company w.e.f. 09th May, 2013 and were all regularized in the Extra-ordinary General Meeting of the Shareholders of the Company held on 2nd September, 2013.

Mr. Satish Chandra Jain was appointed as an Alternate Director to Mr. Luca Buonerba w.e.f. 31st July, 2013. He ceased to be a Director of the Company effective 3rd September, 2013 upon arrival of Mr. Luca Buonerba, Original Director to the state of Goa. He was again appointed as an Alternate Director to Mr. Luca Buonerba w.e.f. 4th September, 2013. He resigned as an Alternate Director to Mr. Luca Buonerba w.e.f. 30th December, 2013.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Mr. Premal Kapadia and Mr. M. A. Sundaram, Directors of the Company, retire by rotation at the forthcoming Annual General Meeting and are eligible for reappointment.

Brief resumes of Directors seeking re-appointment, the nature of their expertise in specifc functional areas, names of companies in which they hold directorships and the memberships of committees of the Board, their shareholdings, etc. are attached with the Notice of the Annual General Meeting of the Company.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the National Stock Exchange of India Ltd., Management Discussion and Analysis Report, Corporate Governance Report and Practicing Company Secretary''s Certificate regarding Compliance with the Code of Corporate Governance are made part of the Annual Report.

CEO/CFO CERTIFICATION

A certificate from the Chief Executive Officer (CEO) cum Manager and the Finance Head on the financial statements of the Company, as required under Clause 49 of the Listing Agreement with the National Stock Exchange was placed before the Board.

INFORMATION AS REQUIRED UNDER THE LISTING AGREEMENT

The shares of the company are presently listed at The National Stock Exchange of India Limited, Mumbai under the Stock Code DENORA EQ and the company has paid listing fee upto March 31, 2014 in respect of the above stock exchange.

ISO CERTIFICATION

The Company has maintained its continued endeavor in terms of quality and maintenance of International Standards. The Company has got the prestigious certification for ISO 9001:2008 for Quality Management System from JAS-ANZ on 07-08-2013 valid till 06-08-2016 for the production and trading of Titanium Anodes/Nickel Cathodes for Chlor-alkali Industry used for NaOH/KOH/CI Chlorate Cells for production of Sodium Chlorate, Electro Chlorinators for On-site Hypo, Cathodic Protection Systems and Surface Finishing Products.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

- in the preparation of the annual accounts for the financial year ended December 31, 2013 the applicable accounting standards have been followed and that there are no material departures;

- they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

- they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- they have prepared the annual accounts for the financial year on a going concern basis.

AUDITORS

The Statutory Auditors of the company M/s B S R & Co. LLP, Chartered Accountants will retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956. Accordingly, approval of the members to the appointment of M/s B S R & Co. LLP Chartered Accountants as the Auditors of the Company is being sought at the ensuing Annual General Meeting.

COST AUDITORS

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and with the prior approval of the Central Government, M/s K. C. Kohli & Co., Delhi, have been appointed as the Cost Auditors of the Company for auditing the Company''s cost accounts relating to the company products for the financial year ended 31st December, 2013. The due date for fling the Cost Audit Report for the year ended 31st December, 2013 is 29th June, 2014 and the same will be fled with the Ministry of Corporate Affairs within the due date.

PERSONNEL

The information required under Section 217(2A) of the Companies Act, 1956, and the Rules framed there under is annexed hereto as Annexure ''A and forms part of the Report.

FIXED DEPOSITS

The Company has not invited or accepted any fixed deposits during the financial year and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

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

Information in accordance with Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in Annexure ''B'' forming part of this report.

ACKNOWLEDGEMENT

The Directors wish to convey their appreciation to all of the Company''s employees for their enormous personal efforts as well as their collective contribution to the Company''s performance. The Directors would also like to thank the employee unions, shareholders, customers, dealers, suppliers, bankers, Regulatory & Government authorities, Stock Exchanges and all the other business associates for the continuous support given by them to the Company and their confidence in its management.

For and On behalf of the Board of Directors

Place : Kundaim, Goa VINAY CHOPRA

Dated : February 12, 2014 DIRECTOR

---

Dec 31, 2012

TO THE MEMBERS

The Directors have pleasure in presenting the 24th Annual Report together with the Audited Accounts of your Company for the year ended 31st December, 2012.

FINANCIAL RESULTS

(RS. IN MILLION)

2012 2011

Sales & Other Income (Net of 656.63 352.59 duties)

Profit/(Loss) before Depreciation & 198.61 75.02 Taxation

Provision for Depreciation (5.98) (6.05)

Provision for Taxation for current/prior (59.96) (22.13) years

Deferred Taxation (Liability)/Asset for 0.40 0.98 current/prior years

Net Profit after Tax 133.07 47.82

Balance of Profit brought forward 81.40 76.33

Transfer To General Reserves 13.31 4.78

Proposed Dividend 37.16 32.66

Tax on Dividend 6.03 5.30

Balance of Profit carried forward to 157.98 81.40 next year

DIVIDEND

The Directors of the company recommend a Dividend of 70% of paid-up capital for the year ended 31st December, 2012 absorbing an amount of Rs. 43.19 Million of distributable profits, inclusive of tax on dividend as against 60% dividend for the previous year 2011.

OPERATIONS

The Company continues to remain the market leader in the Chlor Alkali and Cathodic Protection Systems business. The Company has improved it''s performance in all it''s segments. The Company has achieved significant increase in sales of Cathodic Protection Systems during 2012.

OUTLOOK

The Company is looking forward to maintain its position of market leader in Membrane recoating activity and Cathodic Protection Systems. Your Directors are hopeful that ongoing efforts made in the field of Chlorate Cells fabrication would pave way for the future growth of the Company.

DNIL has successfully developed the new business of supplying of special electrodes for water treatment mainly for treating pharmaceutical waste water. This is new biz segment for DNIL and the management looks forward to consolidate this new business in the years to come. Company is also looking forward to consolidate it''s position as pioneer & leader of our premium electrochlorination system and especially develop the business of selling Solar Mac NGO™ specially meant for remote villages without electric power to cater to the poorest strata of society the opportunity of disinfecting the water with the minimum cost.

DIRECTORS

In accordance with the Articles of Association of the Company, Mr. M. A. Sundaram & Mr. Giuseppe Cambareri will retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment.

Brief resumes of Directors seeking re-appointment, the nature of their expertise in specific functional areas, names of companies in which they hold directorships and the memberships of committees of the board, their shareholdings, etc. are attached with the Notice of the Annual General Meeting of the Company.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the National Stock Exchange of India Ltd., Management Discussion and Analysis Report, Corporate Governance Report and Practicing Company Secretary''s Certificate regarding Compliance with the Code of Corporate Governance are made part of the Annual Report.

CEO/CFO CERTIFICATION

A certificate from Managing Director and Finance Head on the financial statements of the Company, as required under Clause 49 of the Listing Agreement with the National Stock Exchange was placed before the Board.

INFORMATION AS REQUIRED UNDER THE LISTING AGREEMENT

The shares of the company are presently listed at The National Stock Exchange of India Limited, Mumbai under the Stock Code DENORA EQ and the company has paid listing fee upto March 31, 2013 in respect of above stock exchange.

ISO CERTIFICATION

The Company has maintained its continued endeavor in terms of quality and maintenance of International Standards. The Company has got the prestigious certification for ISO 9001:2008 for Quality Management System from JAS-ANZ on 17-08-2010 valid till 16-08-2013 for the production and trading of Titanium Anodes/ Nickel Cathodes for Chlor-alkali Industry used for NaOH/ KOH/Cl2, Electro Chlorinators for On-site Hypo, Cathodic Protection Systems and Surface Finishing Products.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

1. That in the preparation of the accounts for the financial year ended December 31, 2012 the applicable accounting standards have been followed along with proper explanations relating to material departures;

2. That such accounting policies have been selected and consistently applied and judgements and estimates made, that are reasonable and prudent so as to give a fair and true view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

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

4. That the accounts for the financial year have been prepared on a ''going concern'' basis.

AUDITORS

The Auditors M/s. B S R & Associates, Chartered Accountants will retire at the conclusion of the forthcoming Annual General Meeting and M/s. BSR & Co., Chartered

Accountants shall be appointed up to the conclusion of the next Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956.

PERSONNEL

The information required under Section 217(2A) of the Companies Act, 1956, and the Rules framed there under is annexed hereto as Annexure ''A'' and forms part of the Report.

In anticipation of progressive dis-engagement from operative matters of Mr. S. C. Jain, Mr. Vinay Chopra has been appointed as General Manager w.e.f. January 1, 2013.

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

Information in accordance with Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in Annexure ''B'' forming part of this report.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the continued support and co-operation received from Bankers, Foreign Collaborators, Government Authorities and Shareholders. Your Directors wish to place on record their deep sense of appreciation for the devoted services of the Executives, Staff and Workers during the year under review.

For and On behalf of the Board of Directors

Place: Kundaim, Goa S. C. JAIN

Dated: February 21, 2013 MANAGING DIRECTOR

---

Dec 31, 2011

The Directors have pleasure in presenting the 23rd Annual Report together with the Audited Accounts of your Company for the year ended 31st December, 2011.

FINANCIAL RESULTS (RS. IN MILLION)

2011 2010

Sales & Other Income (Net of 352.59 186.85 duties)

Profit/(Loss) before Depreciation & 75.02 40.22 Taxation

Provision for Depreciation (6.05) (7.09)

Provision for Taxation for current/ (20.62) (8.90) prior years

Deferred Taxation (Liability)/Asset 0.98 6.37 for current/prior years

Net Profit after Tax 47.82 30.60

Balance of Profit brought forward 76.33 81.28

Transfer To General Reserves 4.78 3.06

Proposed Dividend 32.66 27.78

Tax on Dividend 5.30 4.72

Balance of Profit carried forward to 81.40 76.33 next year

DIVIDEND

The Directors of the company recommend a Dividend of 60% of paid-up capital for the year ended 31st December, 2011 absorbing an amount of Rs.37.96 Million of distributable profits, inclusive of tax on dividend as against 50% dividend for the previous year 2010.

OPERATIONS

The Company continues to remain the market leader in the Chlor Alkali and Cathodic Protection Systems business. The Company has improved it's performance in all it's segments. The Company has improved it's market share in the Electro Chlorination business.

OUTLOOK

The Company has signed an order of approximately Rs.160 Million for manufacture of Chlorate Cells. This is expected to be executed in 2012. The Company has earlier signed an order of approximately Rs.200 Million for a lumpsum turnkey project for manufacture of 5 TPD of Sodium Chlorate plant. On the basis of the progress of completion the Company has booked sales invoicing of approximately Rs.100 Million in the year 2011 and balance is expected to be executed in 2012.

DIRECTORS

In accordance with the Articles of Association of the Company, Mr. Luca Buonerba & Mr. Premal N. Kapadia will retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment.

Brief resumes of Directors seeking re-appointment, the nature of their expertise in specific functional areas, names of companies in which they hold directorships and the memberships of committees of the board, their shareholdings, etc. are attached with the Notice of the Annual General Meeting of the Company.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the National Stock Exchange of India Ltd., Management Discussion and Analysis Report, Corporate Governance Report and Practicing Company Secretary's Certificate regarding Compliance with the Code of Corporate Governance are made part of the Annual Report.

CEO/CFO CERTIFICATION

A certificate from Managing Director and Finance Head on the financial statements of the Company, as required under Clause 49 of the Listing Agreement with the National Stock Exchange was placed before the Board.

INFORMATION AS REQUIRED UNDER THE LISTING AGREEMENT

The shares of the company are presently listed at The National Stock Exchange of India Limited, Mumbai under the Stock Code DENORA EQ and the company has paid listing fee upto March 31, 2012 in respect of above stock exchange.

ISO CERTIFICATION

The Company has maintained its continued endeavor in terms of quality and maintenance of International Standards. The Company has got the prestigious certification for ISO 9001:2008 for Quality Management System from JAS-ANZ on 17.08.2010 valid till 16.08.2013 for the production and trading of Titanium Anodes/ Nickel Cathodes for Chlor-alkali Industry used for NaOH/ KOH/CI2, Electro Chlorinators for On-site Hypo, Cathodic Protection Systems, Surface Finishing Products and Electro winning Products.

DIRECTORS' RESPONSIBILITY STATEMENT

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

1. That in the preparation of the accounts for the financial year ended December 31, 2011 the applicable accounting standards have been followed along with proper explanations relating to material departures;

2. That such accounting policies have been selected and consistently applied and judgements and estimates made, that are reasonable and prudent so as to give a fair and true view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

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

4. That the accounts for the financial year have been prepared on a 'going concern' basis.

AUDITORS

The Auditors M/s. B S R and Associates, Chartered Accountants will retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1 -B) of the Companies Act, 1956.

PERSONNEL

The information required under Section 217(2A) of the Companies Act, 1956, and the Rules framed there under is annexed hereto as Annexure 'A' and forms part of the Report.

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

Information in accordance with Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in Annexure 'B' forming part of this report.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the continued support and co-operation received from Bankers, Foreign Collaborators, Government Authorities and Shareholders. Your Directors wish to place on record their deep sense of appreciation for the devoted services of the Executives, Staff and Workers during the year under review.

For and On behalf of the Board of Directors

Place; Kundaim, Goa S. C. JAIN

Dated: February 15, 2012 MANAGING DIRECTOR

---

Dec 31, 2010

The Directors have pleasure in presenting the 22nd Annual Report together with the Audited Accounts of your Company for the year ended 31st December, 2010.

FINANCIAL RESULTS

(RS. IN MILLION)

2010 2009

Sales & Other Income 186.85 155.33

(Net of duties)

Profit/(Loss) before 40.22 19.06

Depreciation & Taxation

Provision for Depreciation (7.09) (6.49)

Provision for Taxation for (8.90) (1.36) current/prior years

Deferred Taxation (Liability)/ 6.37 (9.83)

Asset for current/prior years

Net Profit afiter Tax 30.60 1.38

Balance of Profit brought 81.28 79.90 forward

Transfer To General Reserves 3.06 -

Proposed Dividend 27.78 -

Tax on Dividend 4.72 -

Balance of Profit carried 76.33 81.28 forward to next year

DIVIDEND

The Directors of the company recommend a Dividend of 50% of paid-up capital for the year ended 31st December, 2010 absorbing an amount of Rs.32.50 Million of distributable Profits, inclusive of tax on dividend as against NIL dividend for the previous year 2009.

OPERATIONS

The Company continues to remain the market leader in the Chlor Alkali and Cathodic Protection Systems business. The Company has improved its performance in all its segments. The Company has improved its market share in the Electro Chlorination business.

OUTLOOK

The Company has signed approximately Rs.200 Million lumpsum turnkey project for the manufacture of 5 tonnes per day Sodium Chlorate Plant. The project has to be executed over a period of 17 months.

The Company is looking forward to maintain its position of market leader in Membrane recoating activity and Cathodic Protection Systems. Company will continue to focus on increase of export of Lida® Anodes for cathodic protection system & improved sales of specialty Anodes. The company expects improvement in recoating cycle business of Chlor Alkali business in future.

DIRECTORS

In accordance with the Articles of Association of the Company, Mr. Angelo Ferrari & Mr. Giuseppe Cambareri will retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment.

Brief resumes of Directors seeking re-appointment, the nature of their expertise in specifc functional areas, names of companies in which they hold directorships and the memberships of committees of the board, their shareholdings, etc. are attached with the Notice of the Annual General Meeting of the Company.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the National Stock Exchange of India Ltd., Management Discussion and Analysis Report, Corporate Governance Report and Practicing Company Secretarys Certifcate regarding Compliance with the Code of Corporate Governance are made part of the Annual Report.

CEO/CFO CERTIFICATION

A certifcate from Managing Director and Finance Head on the financial statements of the Company, as required under Clause 49 of the Listing Agreement with the National Stock Exchange was placed before the Board.

INFORMATION AS REQUIRED UNDER THE LISTING AGREEMENT

The shares of the company are presently listed at The National Stock Exchange of India Limited, Mumbai under the Stock Code DENORA EQ and the company has paid listing fee upto March 31, 2011 in respect of above stock exchange.

ISO CERTIFICATION

The Company has maintained its continued endeavor in terms of quality and maintenance of International Standards. The Company has got the prestigious certifcation for ISO 9001:2008 for Quality Management System from JAS-ANZ on 17.08.2010 valid till 16.08.2013 for the production and trading of Titanium Anodes/ Nickel Cathodes for Chlor-Alkali Industry used for NaOH/KOH/ Cl2, Electro Chlorinators for On-site Hypo, Cathodic Protection Systems, Surface Finishing Products and Electro winning Products.

DIRECTORS RESPONSIBILITY STATEMENT

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

1. That in the preparation of the accounts for the ?financial year ended December 31, 2010 the applicable accounting standards have been followed along with proper explanations relating to material departures;

2. That such accounting policies have been selected and consistently applied and judgements and estimates made, that are reasonable and prudent so as to give a fair and true view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for the year under review;

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

4. That the accounts for the financial year have been prepared on a ‘going concern basis.

AUDITORS

The Auditors M/s. B S R and Associates, Chartered Accountants will retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956.

PERSONNEL

The information required under Section 217(2A) of the Companies Act, 1956, and the Rules framed there under is annexed hereto as Annexure A and forms part of the Report.

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

Information in accordance with Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in Annexure ‘B forming part of this report.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the continued support and co-operation received from Bankers, Foreign Collaborators, Government Authorities and Shareholders. Your Directors wish to place on record their deep sense of appreciation for the devoted services of the Executives, Staff and Workers during the year under review.

For and On behalf of the Board of Directors

Place : Kundaim, Goa S. C. JAIN

Dated: February 17, 2011 MANAGING DIRECTOR

---

Dec 31, 2009

The Directors have pleasure in presenting the 21st Annual Report together with the Audited Accounts of your Company for the year ended 31 st December, 2009.

FINANCIAL RESULTS

(RS. IN MILLION)

2009 2008

Sales and other Income (Net of duties) 151.25 226.46

Profit/(Loss) before Depreciation & Taxation 19.06 37.44

Provision for Depreciation (6.49) (7.67)

Provision for Taxation for current/prior years (1.36) (10.19)

Deferred Taxation (Liability)/Asset for current/prior years (9.83) (1.08)

Net Profit after Tax 1.38 20.66

Balance of Profit brought forward 79.90 77.56

Transfer To General Reserves - 2.06

Proposed Dividend - 13.89

Tax on Dividend - 2.37

Balance of Profit carried forward to next year 81.28 79.90

DIVIDEND

The Directors of the company recommend NIL dividend for the year ended 31s December, 2009 as against 25% dividend for the previous year 2008.

OPERATIONS

The Company continues to remain the market leader in the Chlor Alkali and Cathodic Protection Systems business. The main activity of the company is dependent on recoating of electrodes for membrane cell electrolysers in chlor-alkali plant, which is cyclic in nature and was the main cause for reduced turnover during this year. The Mercury Cell Plants are gradually being converted into Membrane Cell Plants. Your Company does not get the business of Anode/Cathodes coating at this conversion stage since these are inbuilt in the new Cells and the complete set of Cell Elements are imported by the customers. Your Company is not in the business of manufacturing Cell Elements and the recoating business in respect of these Anode/Cathodes will come to us after 8 years. The Electrochlorination business is witnessing severe price competition due to entry of various small competitors having significant influence in their limited area of operation resulting in decrease in Electrochlorination business as compared to the previous year. In addition the distribution network of Electrochlorinators systems needs to be reinforced to cover all the opportunities and to respond to the challenges posed by the competitors.

OUTLOOK

The Company is looking forward to maintain its position of market leader in Membrane recoating activity and Cathodic Protection Systems. Company will continue to focus on increase of export of Lida® Anodes for cathodic protection system & improved sales of specialty Anodes. The company expects improvement in recoating cycle business of Chlor Alkali business in future.

DIRECTORS

Mr. Luca Buonerba was appointed in casual vacancy caused by resignation of Mr. Fabio Esposito w.e.f. March 5, 2009. The Board of Directors at its meeting held on March 5, 2009 appointed Mr. Luca Buonerba in casual vacancy caused by resignation of Mr. Fabio Esposito. Your Directors place on record their deep appreciation of the valuable services rendered by Mr. Fabio Esposito during his tenure as Director of the Company. Mr. Luca Buonerba will cease to hold office at the forthcoming Annual General Meeting and is eligible for appointment as the company has received a Notice under Section 257 of the Companies Act 1956 proposing his candidature for the office of Director.

In accordance with the Articles of Association of the Company, Mr. Premal N. Kapadia & Mr. M.A. Sundaram will retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment.

Brief resumes of Directors seeking re-appointment, the nature of their expertise in specific functional areas, names of companies in which they hold directorships and the memberships of committees of the Board, their shareholdings, etc. are attached with the Notice of the Annual General Meeting of the Company.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the National Stock Exchange of India Ltd., Management Discussion and Analysis Report, Corporate Governance Report and Practicing Company Secretarys Certificate regarding Compliance with the Code of Corporate Governance are made part of the Annual Report.

CEO/CFO CERTIFICATION

A certificate from Managing Director and Finance Head on the financial statements of the Company, as required under Clause 49 of the Listing Agreement with the National Stock Exchange was placed before the Board.

INFORMATION AS REQUIRED UNDER THE LISTING AGREEMENT

The shares of the company are presently listed at The National Stock Exchange of India Limited, Mumbai under the Stock Code DENORA EQ and the company has paid listing fee upto March 31, 2010 in respect of above stock exchange.

ISO CERTIFICATION

The Company has maintained its continued endeavor in terms of quality and maintenance of International Standards. The Company has got the prestigious certification for ISO 9001:2000 for Quality Management System from JAS-ANZ through Verification New Zealand Limited on 29/05/2007 valid till 29/05/2010 for all its products & applications covered under the field of Electrolytic Processes, produced at its manufacturing base atGoa.

DIRECTORSRESPONSIBILITY STATEMENT

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

1. That in the preparation of the accounts for the financial year ended December 31, 2009 the applicable accounting standards have been followed along with proper explanations relating to material departures;

2. That such accounting policies have been selected and consistently applied and judgements and estimates made, that are reasonable and prudent so as to give a fair and true view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

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

4. That the accounts for the financial year have been prepared on a going concern basis.

AUDITORS

The Auditors M/s. B S R and Associates, Chartered Accountants will retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re- appointment. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956.

PERSONNEL

The information required under Section 217(2A) of the Companies Act, 1956, and the Rules framed there under is annexed hereto as Annexure A and forms part of the Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

Information in accordance with Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in Annexure B forming part of this report.

ACKNOWLEDGMENT

Your Directors would like to express their sincere appreciation for the continued support and co-operation received from Bankers, Foreign Collaborators, Government Authorities and Shareholders. Your Directors wish to place on record their deep sense of appreciation for the devoted services of the Executives, Staff and Workers during the year under review.

For and On behalf of the Board of Directors

Place: Kundaim, Goa P. N. KAPADIA

Dated: March 12, 2010 CHAIRMAN