Directors Report of Privi Speciality Chemicals Ltd.

Mar 31, 2022

Your Directors'' are pleased to present the Thirty Seventh Annual Report along with audited financial statements - both Standalone and Consolidated of the Company for the financial year ended March 31, 2022. These financial statements have been prepared in accordance with Indian Accounting Standards (Ind-AS) as required under the Companies Act, 2013 (“the Act”). This report states compliance as per the requirements of the Act, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and other rules and regulations as applicable to the Company.

FINANCIAL RESULT

('' In Million)
	Standalone for the year ended on		Consolidated for the year ended on
Particulars	31-03-2022	31-03-2021	31-03-2022	31-03-2021
Total Income	1,42,406.49	1,27,511.08	1,43,611.48	1,29,652.22
Profit before Exceptional Item Interest & Depreciation & Taxation	22,818.50	22,488.03	22,623.55	22,653.96
Less: Interest	2,377.64	2,123.57	2,411.28	2,141.02
Profit before Exceptional Item, Depreciation and Taxation	20,440.86	20,364.46	20,212.27	20,512.94
Less: Depreciation	7,304.39	6,920.27	7,466.15	7,099.96
Profit before Exceptional Item and Taxation	13,136.47	13,444.19	12,746.12	13,512.98
Add: Exceptional Item	529.24	2,309.26	529.24	2,309.26
Profit before Tax for the year	13,665.71	15,753.44	13,275.36	15,822.24
Less: Provision for Taxation:
a) Current Tax	3,395.97	4,011.18	3,521.57	4,146.97
b) Deferred Tax	103.26	40.12	15.81	-14.79
Sub-Total	3,499.23	4,051.30	3,537.38	4,132.18
Profit after Tax for the year	10,166.48	11,702.15	9,737.98	11,690.06
Add: Other Comprehensive Income	(43.65)	(6.98)	17.52	(57.56 )
Total Comprehensive Income for the year	10,122.83	11,695.16	9,755.50	11,632.50
Earnings Per Share (EPS) of '' 10/- each	26.03	29.96	24.93	29.93

OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS (CONSOLIDATED):

During the year under review, the consolidated revenue from operations and other income was '' 1,43,611.48 Lakhs (Previous year '' 1,29,652.22 Lakhs). The Company achieved consolidated profit before tax of '' 13,275.36 Lakhs (Previous year '' 15,822.24 Lakhs) and profit after tax & Other Compressive Income of '' 9,755.50 Lakhs (Previous year '' 11,632.50 Lakhs). The EPS on Consolidated financial statements for the year ended March 31, 2022, was '' 24.93 (Previous year '' 29.93) on diluted basis.

CAPITAL STRUCTURE

During the year, there was no change in the Capital structure

i.e. Authorised, Issued and Paid-up Equity Share Capital of the Company.

DIVIDEND:

Your Directors are pleased to recommend a dividend of '' 2 (20%) per equity share [Previous Year '' 2.00 (20%) per equity share] for the financial year ended March 31,2022, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company. Dividend will be paid to those shareholders whose names appear in the Register of Members on the Record date i.e. Wednesday, September 21, 2022.

MANGEMENT DISCUSSION AND ANALYSIS:

Management discussion and Analysis, as required in terms of Listing Regulations forms part of this report.

SUBSIDIARY COMPANIES:

Your Company has three Subsidiaries out of which two are wholly owned subsidiaries namely Privi Biotechnologies Private

Limited and Privi Speciality USA Corporation (formerly known as Privi Organics USA Corporation).

Your Company entered into a Joint Venture Agreement with Givaudan SA, a Company incorporated in Switzerland, for manufacturing highly specialized aroma Chemicals for Givaudan and a new Subsidiary Company Prigiv Specialties Private Limited was incorporated on September 01, 2021, wherein your Company controls 51% of total voting power and also controls the composition of Board of Directors.

The Consolidated Financial Statements presented by the Company includes financial results of its subsidiary companies. Further, as provided in Section 136 of the Act, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Financial Statements of the Company. The Company will make available free of cost the Audited Financial Statements of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The Financial Statements of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies.

As provided in Section 129[3] of the Act and Rules made thereunder a statement containing the salient features of the financial statements of its subsidiaries in the format AOC 1 is attached to the financial statements as Annexure - 1.

TRANSFER TO RESERVES:

The Board of Directors have decided to retain the entire amount of Profits for Financial year 2021-22 in the Retained Earnings.

MATERIAL CHANGES AND COMMITMENTS:

Your Directors'' wish to inform the Members about the material event being inter-se transfer of shares between the Promoter/ Promoter Group, which took place on April 29, 2021, April 30, 2021 and May 04, 2021. The said inter-se transfer was pursuant to a Share Purchase Agreement dated May 22, 2019 (Amended on April 22, 2021). TheCompany had submitted application to BSE Limited (“BSE”) & National Stock Exchange of India Limited (“NSE”) for reclassification of below mentioned Promoters/ Promoter Group to Public:

1. Mr. Nahoosh Jayvadhan Jariwala

2. Nahoosh Tradelink LLP

3. Jariwala Tradelink LLP

4. Mr. Utkarsh Shah

5. FIH Mauritius Investments Limited

6. FIH Private Investments Limited

The Company has received the letter of approval for reclassification of the above Promoters/Promoters group to Public from BSE & NSE on April 28, 2022.

The aggregate holding of Promoter / Promoter Group before and after the inter-se transactions remains the same.

UNPRECEDENTED IMPACT OF COVID-19 PANDEMIC:

The Company continued in its endeavor to fight against waves of COVID-19 Pandemic, our priorities remain the safety and well-being of our employees, and business continuity for our clients. We at Privi continue to strictly follow the COVID Safety protocol across locations. The Company Sponsored vaccination drives for our employees and their family Members. The Company, however, remains cautious even though there has been a decline in the number of COVID-19 cases. The business of the Company was not affected much for the year ended March 31, 2022, and the impact is insignificant.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Your Company has a culture and belief of sustainable development encompassing sustainable manufacturing, product safety, economy analysis, sustainability-oriented supply chain management and social and community based sustainable requirement. Pursuant to Regulation 34(2)(f) of Listing Regulations, 2015 and in line with the SEBI Circulars dated May 05, 2021 and May 10, 2021, inter alia, provides that the Annual Report of the Top 1000 listed entities based on Market Capitalization, should include a Business Responsibility and Sustainability Report (“BRSR”).

The BRSR initiatives taken from an Environmental, Social and Governance perspective in the prescribed format is available as a Separate Section of this Report.

DEPOSITS FROM PUBLIC:

The Company has not accepted any Deposits from public and as such no amount on account of Principle or interest on Deposit from public was outstanding as on the date of the Balance Sheet.

DIVIDEND DISTRIBUTION POLICY

In accordance with Regulation 43A of the Listing Regulations, the Board of Directors of the Company has adopted a Dividend Distribution Policy (''Policy'') which endeavor for fairness, consistency and sustainability while distributing profits to the shareholders. The Policy is available on the Company''s website at http://www.privi.com/Downloads/Policies-PSCL/PSCL-Dividend-Distribution-Policy.pdf

CREDIT RATING:

Despite global disruptions due to COVID-19 Pandemic, the Company''s credit rating were reaffirmed during the year under review. CRISIL Ratings Limited vide its letter dated April 28, 2022 have reaffirmed the rating as follows:

1. For Long-term Bank facilities: CRISILA / Stable (Reaffirmed)

2. For Short term Bank facilities: CRISIL A1 / (Reaffirmed)

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

In accordance with the applicable provisions of the Act, read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), all unclaimed dividends are required to be transferred by the Company to the IEPF, after completion of seven (7) years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be transferred to the demat account of the IEPF Authority. The details relating to amount of dividend transferred to the IEPF and corresponding shares on which dividends were unclaimed for seven (7) consecutive years, are provided in the General Shareholders Information Section of this Annual Report. During the year, an amount of '' 2,33,523/-, being unclaimed dividend for F.Y 2013-14 was transferred to IEPF.

TECHNICAL ACHIEVEMENT:

The Company keeps on exploring the possibility of technical improvement and process optimization for better yields / product mix / energy efficiency.

COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR ETC.:

Pursuant to the provisions of Section 178 and other applicable provisions, if any, of the Act, read with the Rules made thereunder and Regulation 19 read with Part D of Schedule II of the Listing Regulations the Board of Directors at their Meeting held on November 05, 2020, approved the Nomination and Remuneration Policy as recommended by the Nomination and Remuneration Committee. The salient features of the said policy covering the policy on appointment and remuneration and other matters have been provided in the Corporate Governance Report.

BOARD EVALUATION:

The Evaluation of Board, its Committees, Individual Directors (Independent and Non-Independent Directors), Executive Director and Chairman & Managing Director was carried out as per the process and criteria laid down by the Board of Directors based on the recommendation of the Nomination and Remuneration Committee. The evaluation report criteria for Independent Directors includes participation and contribution by a director in Board / Committee Meetings, commitment, expertise, integrity, maintenance of confidentiality and independent behavior. The feedback on evaluation of the Board and its Committees was discussed at the meeting of the Independent Directors and co-ordinated by the Chairperson of the Nomination & Remuneration Committee. The Independent Directors met on March 28, 2022 with respect to the above process.

DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3)(c) of the Companies Act, 2013 and to the best of their knowledge and belief, and according to the information and explanations provided to them, your Directors hereby make the following statements:

(i) that in the preparation of the financial statements for the year ended March 31, 2022, the applicable accounting standards read with requirements set out under Schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same;

(ii) t hat the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year viz. March 31, 2022 and of the profit of the Company for that period;

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

(iv) that the Directors have prepared the annual accounts on a ''Going Concern'' basis.

(v) that the 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 and

(vi) that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DIRECTORS:

During the year under review Mr. Sumit Maheshwari (DIN: 06920646) has resigned from the post of Nominee Director w.e.f. April 29, 2021. His resignation was effective on and from Completion date as defined in the Share Purchase Agreement dated April 22, 2021, entered into by FIH Mauritius Investments Limited and subject to Completion having occurred,

Apart from the above, there is no change in the composition of the Board of Directors.

KEY MANAGEMENT PERSONNEL (KMP):

In terms of Provisions of Section 251 and Section 203 of the Act, the followings are the KMP''s of the Company:

1. Mr. Narayan S. Iyer - Chief Financial Officer

2. Mr. Ramesh Kathuria - Company Secretary

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company, inter alia, confirming that they meet the criteria of Independence as prescribed under Section 149 of the Act and Regulation 16(1)(b) of Listing Regulations, as amended from Independent Directors confirming that they are not disqualified for continuing as an Independent Director.

PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report.

The Statement containing particulars of employees as required under Section 197 (12) of the Act read with Rule 5(20) and 5(3) of the Rules forms part of this Report.

LISTING:

The Company''s securities are listed with BSE and NSE. The Company has paid the listing fees for F.Y 2022-23 on the Paid-up equity share capital.

RELATED PARTY TRANSACTIONS:

The Company has formulated a Policy on Related Party Transactions, in line with the requirements of the Act, and Listing Regulations, as amended from time to time. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at https://www.privi.com/Downloads/ Policies-PSCL/PSCL-Policv-on-Related-Partv-T ransactions.pdf

All related party transactions entered into during FY 2021-22 were on arm''s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. An omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on arm''s length basis. A statement giving details of all related party transactions entered pursuant to omnibus approval so granted is placed before the Audit Committee on a quarterly basis for its review.

The Company has not entered into any contracts or arrangements with related parties in terms of Section 188(1) of the Act and there were no material significant related party transactions entered into by the Company with Promoters, Directors, KMPs or other designated persons which may have a potential conflict with the interest of the Company at large. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form No. AOC-2 is not applicable to the Company for FY 2021-22 and hence does not form part of this Report.

Pursuant to Regulation 23 of the Listing Regulations, the Company submits details of related party transactions on a consolidated basis to the stock exchanges as per the specified format on half yearly basis.

INTERNAL CONTROL AND ITS ADEQUACY:

Adequate internal control systems commensurate with the nature of the Company''s business, size and complexity of its operations are in place and have been operating effectively. The Directors have laid down policies and procedures which are adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information;

Apart from this your Company has also engaged a full-fledged professional Internal Audit firm to test and check the Internal Controls of all systems and suggest corrective and remedial measures.

The Audit Committee deliberated with the members of the Management, considered the systems as laid down and met the internal audit team and statutory auditors to ascertain their views on the internal financial control systems. The Audit Committee satisfied itself as to the adequacy and effectiveness of the internal financial control systems as laid down and kept the Board of Directors informed. However, the Company recognises that no matter how the internal control framework is, it has inherent limitations and accordingly, periodic audits and reviews ensure that such systems are updated on regular intervals. The Statutory Auditors have also issued a report on review of Internal Financial Controls (ICFR) and have expressed that the Internal Controls over Financial Reporting are adequate and operating effectively.

GOVERNANCE AND COMPLIANCE:

The Secretarial and Legal functions of the Company ensure maintenance of good governance at all levels. They assist the Company by being compliant in all areas including legislative expertise, corporate structuring, regulatory changes and governance. The Compliances across various locations are monitored through a Legal Risk Management System.

RISK MANAGEMENT POLICY:

The Company has put in place a Risk Management Plan as detailed in the Risk Management Policy, which is approved by the Board of Directors and adopted by the Company. The Risk Management Policy is available on the Company''s website at http://www.privi.com/Downloads/Policies-PSCL/

PSCL-Risk-Mgmt-Policy.pdf

The Policy provides a framework for identification, evaluation, management, continuous monitoring of risks and implementation of mitigation strategies. The risk management strategy is integrated with the overall business strategies of the organization and its mission statement to ensure that its risk management capabilities aids in establishing competitive advantage and allow management to develop reasonable assurance regarding the achievement of the Company''s objectives.

The Risk Management Committee (RMC) oversees the risk management process in the Company. The RMC is chaired by an Independent Director and the Chairperson of Audit Committee is also a member of RMC.

A sub-committee consisting of the Head of the Department / Senior Leadership Team of the Company has been formed which meets on monthly basis. Each sub-committee member ensures the effectiveness of the risk monitoring process across his work area and the sub-committee makes assessment of long term, strategic, macro risks and implementation of mitigation strategies across business units.

REPORTING OF FRAUD:

During the year, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers and employees under Section 143(12) of the Act details of which needs to be mentioned in this Report.

CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility Committee has formulated and recommended to the Board a Corporate Social Responsibility Policy which has been approved by the Board. The other details of the CSR activities as required under Section 135 of the Act are given in the CSR Report as Annexure to this Report.

VIGIL MECHANISM AND WHISTLEBLOWER POLICY:

As required under the Act and Listing Regulations, the Company has devised an effective Whistleblower mechanism enabling stakeholders, including individual employees and their representative bodies to communicate their concerns about illegal or unethical practices freely. The Company has adopted a Vigil Mechanism and Whistleblower Policy (''the Policy'') for stakeholders to report concerns about any unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct. Protected disclosures can be made by a whistleblower through several channels. The Policy provides for adequate safeguards against victimisation of employees. No personnel of the Company has been denied access to the Chairperson of the Audit Committee. The Policy also facilitates all employees of the Company to report any instance of leakage of unpublished price sensitive information.

Vigil Mechanism and Whistle Blower Policy is available on the Company''s Website at https://www.privi.com/Downloads/ Policies-PSCL/PSCL-Vigil-Mechanism-Policv.pdf

THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company has also constituted Internal Complaints Committee (ICC) for its workplaces to address complaints pertaining to sexual harassment in accordance with the POSH Act.

No complaints were pending at the beginning of the financial year. No complaint was pending as at the end of the financial year.

To build awareness, the Company has been conducting awareness sessions during induction of new employees and also periodically for permanent employees, third-party employees and contract workmen through online modules and webinars.

MEETINGS OF THE BOARD:

During the Financial Year 2021-22, 4 (Four) meetings of the Board of Directors took place. For further details, please refer to the Corporate Governance Report annexed hereto.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:

Particulars of loans, guarantees and investments made by the Company as required under Section 186 (4) of the

Act are contained in Note No. _ and_ to the Standalone

Financial Statements.

CORPORATE GOVERNANCE REPORT:

A Report on the Corporate Governance along with a certificate from a Practicing Company Secretary regarding the compliance of conditions of Corporate Governance as stipulated in Regulation 34 of Listing Regulations, 2015 as also the Management Discussion and Analysis Report are annexed to this Report.

AUDITORS

I. STATUTORY AUDITORS AND THEIR REPORT:

The auditors M/s. BSR & Co. LLP, Chartered Accountants were appointed as Statutory Auditors at the 35th Annual General Meeting (AGM) held on November 02, 2020, for a term of five years, from the conclusion of 35th AGM till the conclusion of 40th AGM to be held in the year 2024-25. They have furnished a declaration confirming their independence as well as their arm''s length relationship with the Company and that they have not taken up any prohibited non-audit assignments for the Company. The Board has duly reviewed the Statutory Auditor''s Report for the Financial Year ended on March 31, 2022, and the observations and comments, appearing in the report are self-explanatory and do not call for any further explanation / clarification by the Board in their Report as provided under Section 134 of the Act.

II. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

As required by Section 204 of the Act, read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Rathi & Associates, Company Secretaries, a firm of Company Secretaries in Practice to conduct Secretarial Audit for the Financial Year 2021-22. The Report of the Secretarial Audit for the financial year ended on March 31, 2022, is annexed to this Report.

The Board has reviewed the Secretarial Auditor''s Report and is of the opinion that the observations and comments, appearing in the report are self-explanatory and do not call for any further explanation / clarification by the Board in its Report as provided under Section 134 of the Act.

III. COST AUDITORS:

As per the Companies (Cost Records and Audit) Rules, 2014 as amended by Companies (Cost Records and Audit) Amendment Rules, 2014, issued by the Central Government, the Company is required to get its cost records maintained by it for the products covered under Chapters 2902, 2903, 2905, 2906, 2907, 2909, 2912, 2914, 2915, 2918, 2926 and 2932 of Sr. No. 18 of table mentioned under Rule 3 (B) -Non-regulated Sectors audited by a Cost Auditor.

The Board of Directors has on the recommendation of the Audit Committee appointed M/s Kishore Bhatia & Associates, Cost Accountants as the Cost Auditors of the Company for the financial year 2022-23. Pursuant to the provisions of Section 148 of the Act read with The Companies (Audit and Auditors) Rules 2014, Members are requested to consider the ratification of the remuneration payable to M/s. Kishore Bhatia & Associates.

CONFIRMATION OF COMPLIANCE OF SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards i.e. SS-1 and SS-2, relating to “Meetings of the Board of Directors” and “General Meetings”, respectively, issued by The Institute of Company Secretaries of India (ICSI).

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUT GO:

A. CONSERVATION OF ENERGY

I. IMPACT ON ENERGY CONSERVATION IN 2021-22:

• Dry vac pumps (Ital vac) installed to save

steam consumption.

• Condensate recovery system to Boiler feed water (Recycle & Reuse).

• Replacement of low efficiency motors by High

efficiency Motors.

• Automation of Oil cum Gas Burner modulation

system in New Incinerator Plant for better combustion of residues.

• 2815 MWH power from 500 KW steam Turbine.

• VFDs are provided on the vacuum pumps & reactor agitators for optimising the power consumption.

• Commissioned Vapour Absorption Machines

(VAMs) which works on available unused flash steam and hot water for Chilled Water generation. Thus, reducing power consumption on chilling plants.

• By recycling T reated effluent water ( ZLD ~ 300 KLD ), specific consumption of water has been brought down significantly to almost zero in some of the plants.

• Rainwater harvesting done and same is used for process applications & gardening.

II. ENERGY CONSERVATION PLANNING FOR 2022-23/

CAPITAL INVESTMENT:

• Waste Heat recovery from Pyrolysers Flue gases and generate 100 TR Brine chilling at sub-zero temperature (-) 27 Deg.C.

• 100 TR Hybrid chiller at U-1 at (-) 15 deg.C with steam Power and save Power.

• Heat recovery from blowdown water of 55 TPH and 20 TPH boilers in Unit-04 and Unit-03 respectively.

• Dry vac pumps installation at U-3 in place of Ejectors.

• 1.0 MW Captive power plant proposed to be installed in Unit -4.

• ZLD plants with further increase treated water recycle 300 to 600 KLD.

• Install new ZLD Plants with increased capacity for treating wasted water recycle 300 to 600 KLD.

• Usage of Solar Power.

III. NEW PROCESS DEVELOPMENTS :

• Alfa-Pinene to Camphene yield improvement.

• Batch Process to Continuous Reaction and distillation (TNL to TNL Epoxide and Camphene distillation).

• Value added products derivation from the side stream of various production processes with purification.

• Green Technology development at pilot scale from intermediates of Products.

• New technology for separation/dehydration (pervaporation Process) to eliminate conventional distillation for solvent dehydration.

• ZLD plant to recycle treated effluent water and hence reduction in overall water consumption.

B. TECHNOLOGY ABSORPTION

The expenditure on Research and Development: Yes

C. FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars	Amount ('' in Lakhs)
Foreign Exchange Earnings	98,869.81
Foreign Exchange Outgo	71,050.61

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Act read with Section 134(3)(a) of the Companies Act and the applicable Rules, the extract of Annual Return in Form MGT-9 is annexed herewith as Annexure to this Report.

ACKNOWLEDGEMENTS:

Your Directors wish to thank the Customers, Suppliers, Bankers, Business Associates and Government Agencies and Shareholders for their continued support and co-operation. The Directors appreciate the contribution made by the Employees and the Workmen for their dedication, hard work and support during these challenging times.

For and on behalf of the Board of Directors

Mahesh P Babani

Place: Navi Mumbai Chairman & Managing Director

Date: May 05, 2022 DIN - 0051162

Sr. No.	Particulars	Amount ('' in Lakhs)
a.	Capital	590.16
b.	Revenue	651.70
	Total (a b)	1241.86
	Total Research & Development Expenses as % age of Turnover	0.89%

---

Mar 31, 2018

DIRECTORS’ REPORT

To,

The Members,

Your Directors are indeed pleased to present the Thirty third Annual Report and Audited Standalone and Consolidated financial statements of the Company for the financial year ended March 31, 2018.

FINANCIAL RESULTS : (Rupees in Lakhs)

		Standalone for the Year ended on			Consolidated for the year ended on
		31-03-2018		31-03-2017	31-03-2018	31-03-20171
(1)	Income (Net of Excise duty)		23,632.90	18,543.06	102,430.08	51,729.85
(2)	Profit before Interest, Depreciation & Taxation		3,652.47	2,375.83	14,620.50	7,935.97
	Less : Interest		575.57	469.31	2,393.99	1,697.57
(3)	Profit before Depreciation and Taxation		3,076.90	1,906.52	12,226.51	6,238.40
	Less : Depreciation		494.91	422.09	4,330.90	2,682.54
(4)	Profit before Tax for the year		2,581.99	1,484.43	7,895.61	3,555.86
	Less : Provision for Taxation :
	(a) Current Tax	573.23		353.11	1,907.04	877.22
	(b) Deferred Tax	69.07		218.43	654.81	(40.83)
	(c) Short Provision of earlier years (Net)	-	-	7.06	-	7.06
	Sub-total		642.30	578.60	2,561.85	843.45
(5)	Profit after Tax for the year		1,939.69	905.83	5,333.76	2,712.41
	Add: Other Comprehensive Income-OCI (Net)		(0.58)	(34.91)	(3.86)	(55.45)
(6)	Net profit after Tax for the year		1,939.11	870.92	5,329.90	2,656.96
	Add : Balance B/f from previous year’s a/c.		3,290.17	5,061.18	4,931.47	5,061.18
	Sub-total		5,229.28	5,932.10	10,261.37	7,718.14
(7)	Less : Appropriations :
	(a) Transferred to General Reserve	-	-	-	-	-
	(b) Dividend Paid (including Dividend Distribution Tax)	-	401.77	415.05	452.66	415.05
	(c) Reserves acquired pursuant to demerger	-	-	-	-	144.74
	Sub-total		401.77	415.05	452.66	559.79
	Less : (a) Utilised for issue of Equity Shares in pursuance of Scheme of arrangement	-	-	963.44	-	963.44
	(b) Utilised for issue of Compulsorily convertible preference shares in pursuance of Scheme of Arrangement	-	-	1,263.44	-	1,263.44
	Sub-total	-	-	2,226.88	-	2,226.88
(8)	Balance C/f to next year’s account	-	4,827.51	3,290.17	9,808.71	4,931.47

Dist. Raigad. There has been loss to assets comprising of Inventories, Buildings, Plant & Machinery and other Fixed Assets. POIL is not able to make a reliable estimate of the exact amount of loss, which would be estimated once the surveyors have completed their assessment. POIL is adequately insured and post the assessment, POIL will file a claim for reimbursement of loss with the Insurance Company.

DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs.1.50 (i.e.15%) per equity share (Previous Year Re.1.00 per equity share) for the financial year ended March 31, 2018, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

MEETINGS OF THE BOARD :

During the Financial Year 2017-18, 4 (four) meetings of the Board of Directors took place. For further details, please refer Report on Corporate Governance.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS :

The Company has not given any loan, made investment, given any guarantee or provided any security - covered U/s. 186 of The Companies Act, 2013 - to anyone.

CORPORATE GOVERNANCE/MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A Report on the Corporate Governance Code along with a certificate from a practicing Company Secretary regarding the compliance of conditions of Corporate Governance as stipulated in Regulation 34 of SEBI (LODR) Regulations, 2015 as also the Management Discussion and Analysis Report are annexed to this Report.

FIXED DEPOSITS:

During the year, Company has not accepted any Fixed Deposits.

CREDIT RATING :

CARE has maintained ‘CARE A-’ (Single A Minus) to Long Term Bank facilities (considered to be good for our size of manufacturing companies) and ‘CARE A1’ (A One) to Short Term Bank facilities.

TECHNICAL ACHIEVEMENT:

The Company keeps on exploring the possibility of technical improvement and process optimization for better yields / product mix/ energy efficiency.

DIRECTORS:

Shri Sumit Maheshwari (DIN 06920646) and Shri D. B. Rao (DIN 00356218) shall retire at the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for re-appointment.

The Board of Directors, during the year, have filled in remaining two out of the six casual vacancies of Independent Directors which had arisen on May 11, 2017 as follows:

Sr. No	Name of outgoing Director	Name of Incoming Director to fill in the casual vacancy
1	Shri Nitin Patel	Shri Darius Pandole
2	Shri Bhavin Shah	Shri Viren Joshi

Shri Harsha Raghavan (DIN 01761512) ceased to be a Director w.e.f. May 24, 2018. Board places on record the contribution of Shri Harsha Raghavan in the affairs of the Company during his tenure as a Director of the Company.

RE-APPOINTMENT OF INDEPENDENT DIRECTORS:

The term of Shri P. R. Barpande, Shri Rajesh Budhrani, Shri Hemang Gandhi, Shri Darius Pandole and Shri Viren Joshi, the Independent Directors of the company who were appointed to fill in the casual vacancies expires on March 31, 2019, being the tenure of the Independent Directors in whose place they were appointed. The company has received notice from one of the members of the company proposing their re-appointment as Independent Directors for five years w.e.f. April 01, 2019.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company, inter alia, confirming that they meet the criteria of Independence as prescribed under Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015.

COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR ETC.:

Pursuant to the provisions of Section 178 and other applicable provisions, if any, of the Companies Act, 2013 read with the Rules made thereunder and Clause 49 of the Listing Agreement, now regulation 19 of SEBI (LODR) Regulations,

2015 the Board of Directors at their Meeting held on August 11, 2014 approved the Remuneration and Nomination Policy as recommended by the Nomination and Remuneration Committee. The salient features of the said policy covering the policy on appointment and remuneration and other matters have been explained in the Corporate Governance Report.

BOARD EVALUATION :

Based on the criteria for evaluation of Independent Directors and the Board as recommended by the Nomination and Remuneration Committee and as adopted by the Board, Board carried out evaluation of its own performance and that of the individual Directors.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act, 2013 with respect to Directors’ Responsibility Statement, the Directors hereby confirm:

i. that in the preparation of the financial statements for the year ended March 31, 2018, the applicable accounting standards read with requirements set out under Schedule III of the Companies Act have been followed and there are no material departures from the same;

ii. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year viz. March 31, 2018 and of the profit of the Company for that period;

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

iv. that the Directors have prepared the annual accounts on a ‘Going Concern’ basis;

v. that the 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 and

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

PARTICULARS OF EMPLOYEES:

Details of Employees as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

A. Names of the employees employed throughout the year and were in receipt of remuneration of not less than Rs. 102.00 Lakhs during the year

Details of Employees as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors’ Report for the year ended March 31, 2018
Sr. No.	Name & Age	Designation/ nature of Duties	Remuneration (In Rs.)	Qualification & experiene	Date of Commencement of employment	Last employment, Name of employer, post held and period (years)	% of equity shares held with spouse & dependent children
1	Shri Nahoosh Jariwala (57 Years)	Managing Director	1,44,39,600	B.Com (36 years)	May 15, 2010	M/s. H.K. Finechem Limited (Executive Director) (16 years)	Nil

B. Names of employee’s employed for part of the year and were in receipt of remuneration of not less than Rs. 8.50 Lakhs per month

Details of Employees as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors’ Report for the year ended March 31, 2018
Sr. No.	Name & Age	Designation/ nature of Duties	Remuneration (In Rs.)	Qualification & experience	Date of Commencement of employment	Last employment, Name of employer, post held and period (years)	% of equity shares held with spouse & dependent children
Nil

LISTING

The Company’s securities are listed with BSE Limited and National Stock Exchange of India Limited. The Company has paid the listing fees for F.Y. 2018-19 on the paid up equity share capital.

BUSINESS RESPONSIBILITY REPORT :

The Business Responsibility Reporting, as prescribed under Regulation 34 of SEBI (LODR) Regulations, 2015 is not applicable to the Company.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES :

All contracts / arrangements / transactions with related parties entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with related party transactions.

CORPORATE SOCIAL RESPONSIBILITY :

The Corporate Social Responsibility Committee had formulated and recommended to the Board a Corporate Social Responsibility Policy which has been approved by the Board. The other details of the CSR activities as required U/s. 135 of The Companies Act, 2013 are given in the CSR Report as Annexure to Directors’ Report.

RISK MANAGEMENT POLICY :

The Company has put in place Risk Management Plan. The Company has identified following elements of risk which in the opinion of the Board may threaten the existence of the Company:

1. Severe simultaneous drought in those Soya producing countries of the world on which Indian Crude Soya Oil refining is dependent.

2. Development of new and substantially cheaper manufacturing technologies using altogether new inputs for making various kinds of resins which are required for making paints, printing ink, hardeners.

3. New research on the benefits of Natural Vitamin E versus Synthetic one.

The Company has identified other hard vegetable oils such as Palm to which it can switch over to in the extreme event of non-availability of soya based raw materials throughout the year.

AUDITORS:

The auditors M/s. Price Waterhouse & Co. Chartered Accountants LLP were appointed at the 31st Annual General Meeting held on September 9, 2016 for a term of five years, from the conclusion of 31st AGM till the consolation off 36th AGM to be held in the year 2022.

SECRETARIAL AUDIT REPORT:

As required by Section 204 of The Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Parikh Dave & Associates, Company Secretaries, Ahmedabad, a firm of Company Secretaries in Practice to conduct Secretarial Audit for the Financial Year 2017-18. The Report of the Secretarial Audit for the financial year ended on March 31, 2018 is annexed as Annexure to this Report.

CONFIRMATION OF COMPLIANCE OF SECRETARIAL STANDARDS:

As required under ‘revised’ SS-1 - Secretarial Standards on meetings of the Board of Directors which has come into effect form October 01, 2017, the company confirms compliances of applicable secretarial standards.

COST AUDITOR:

As per the Companies (Cost Records and Audit) Rules, 2014 as amended by Companies (Cost Records and Audit) Amendment Rules, 2014, issued by the Central Government, the Company is required to get its cost records maintained by it for the products covered under Chapters 2917 and 3823 of Sr. No. 18 of table mentioned under Rule 3 (B) -Non-regulated Sectors audited by a Cost Auditor. Accordingly, the Board of Directors, as per the recommendation of the Audit Committee, have appointed M/s. Rajendra Patel & Associates, Cost Accountants as Cost Auditors for the financial year 2018-19

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUT GO:

A. Conservation of Energy

a. Energy Conservation measures taken:

Hot water system generator has been installed to capture the energy generated during cooling cycle of reaction process and the said energy is used to heat boiler feed water. This will save cost on fuel consumption.

b. Additional investments and proposals, if any, being implemented for reduction of consumption of Energy:

Based on the suggestion of the Consultant, motors, pumps, chillers, variable drives, piping, bulbs are being changed over a period of time.

c. Impact of measures listed in (a) and (b) for reduction of energy consumption and consequent impact on the cost of production of goods:

The above mentioned energy saving initiatives will help the company to contain its Power and Fuel costs.

d. Total energy consumption per unit of production as per prescribed Form ‘A’:

As per annexure attached.

B. Technology Absorption

The Company has an ongoing program for up gradation of existing products, improvement in manufacturing processes, reduction in product costs and increase in yield of prime intermediate / finished products. This is done through constant interaction with employees, customers and vendors.

Company continued its experiment with process routes.

Extract of Annual Return:

The details forming part of the extract of Annual Return in Form MGT-9 is annexed herewith as Annexure to this Report.

ACKNOWLEDGMENTS:

Your Board of Directors wishes to place on record its appreciation to the contribution made by the employees of the company. The company has achieved impressive growth through the competence, hard work, solidarity, cooperation and support of employees at all levels. The Directors also wish to thank the Government authorities, bank and shareholders for their cooperation and assistance extended to the company.

For and on behalf of the Board of Directors,

Place : Mumbai Utkarsh Shah

Date : May 09, 2018 Chairman

---

Mar 31, 2017

To,

The Members,

The Directors are indeed pleased to present the Thirty second Annual Report and Audited Accounts of the Company for the financial year ended March 31, 2017.

FINANCIAL RESULTS : (Rupees in Lakhs)

		Standalone for the Year ended on			Consolidated for the year ended on 31-03-2017
		31-03-2017		31-03-2016
(1)	Income (Net of Excise duty)		18566.11	15254.08	60,730.02
(2)	Profit before Interest, Depreciation & Taxation		2304.69	2346.88	8,076.96
	Less : Interest		480.22	392.09	2,030.75
(3)	Profit before Depreciation and Taxation		1824.47	1954.79	6,045.21
	Less : Depreciation		422.09	299.43	2,670.77
(4)	Profit before Tax for the year		1402.38	1655.36	3,375.44
	Less : Provision for Taxation :
	(a) Current Tax	353.12		436.60	1,180.78
	(b) Deferred Tax	196.19		164.66	51.43
	(c) Excess Provision of earlier years (Net)	7.06		(5.83)	7.06
	Sub-total		556.37	595.43	1,239.27
(5)	Net profit after Tax for the year		846.01	1059.93	2,136.17
	Add : Balance B/f from previous year’s a/c.		4646.13	4101.25	4,646.13
	Sub-total		5492.14	5161.18	6,782.30
(6)	Less : Appropriations :
	(a) Transferred to General Reserve		-	100.00	-
	(b) Proposed Dividend		-	344.85	-
	(c) Dividend Distribution Tax		-	70.20	-
	Less : (a) Utilised for issue of Equity Shares in pursuance of Scheme of arrangement	963.44			963.44
	(b) Utilised for issue of Compulsorily convertible preference shares in pursuance of Scheme of Arrangement	1263.44			1,263.44
	Sub-total		2226.88	515.05	2,226.88
(7)	Balance C/f to next year’s account		3265.26	4646.13	4,555.42

OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS :

(A) Operations:

During the year under review the consolidated revenue from operations and other income were Rs.60,730.02 lakhs. This comprised of 12 months performance of Adi’s business and 8 months performance of Privi Organics as the ''Appointed Date'' under the Scheme of Arrangement was August 1, 2016. The Company achieved consolidated profit before tax of Rs. 3,375.44 lakhs and profit after tax of Rs. 2,136.17 lakhs. The EPS on Consolidated Financial for the year ended March 31, 2017 was Rs. 8.82 on diluted basis.

No material changes and commitments, affecting the financial position of the Company, have occurred between March 31, 2017 and the date of this Report.

DIVIDEND:

Your Directors are pleased to recommend a dividend of Re.1.00 (i.e. 10%) per equity share (Previous Year Rs.2.50 per equity share) on the expanded Equity Share Capital for the financial year ended March 31, 2017, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

MEETINGS OF THE BOARD :

During the Financial Year 2016-17, 9 (nine) meetings of the Board of Directors took place. For further details, please refer Report on Corporate Governance.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS :

The Company has not given any loan, made investment, given any guarantee or provided any security - covered u/s. 186 of The Companies Act, 2013 - to anyone.

CORPORATE GOVERNANCE/MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A Report on the Corporate Governance Code along with a certificate from a practicing Company Secretary regarding the compliance of conditions of Corporate Governance as stipulated in Regulation 34 of SEBI (LODR) Regulations, 2015 as also the Management Discussion and Analysis Report are annexed to this Report.

FIXED DEPOSITS:

During the year, Company has not accepted any Fixed Deposits.

CREDIT RATING :

CARE has maintained ''CARE A-'' (Single A Minus) to Long Term Bank facilities (considered to be good for our size of manufacturing companies) and ''CARE A1’ (A One) to Short Term Bank facilities.

TECHNICAL ACHIEVEMENT:

The Company keeps on exploring the possibility of technical improvement and process optimization for better yields / product mix / energy efficiency.

DIRECTORS:

Shri Utkarsh Shah and Shri Nahoosh Jariwala shall retire at the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for reappointment.

Shri Bimal Parikh and Shri Hemant Shah, Directors expressed their desire to step down as Directors of the Company in line with what was stated in their applications for the De-promoterisation of their respective family groups.

Board accepted their request and acknowledged their contribution in the affairs of the Company during a span of seven years most of which was in the category of Promoter Directors.

Shri Mahesh Babani and Shri D. B. Rao have been appointed as Additional Directors, Promoter Category u/s. 161 (1) of The Companies Act, 2013. They will hold the Office of Director upto the date of forthcoming Annual General Meeting. Notices u/s. 160 of The Companies Act have been received for their appointment as Directors of the Company. Shri Mahesh Babani was also designated as Managing Director of the Company subject to approval of the shareholders of the company at the ensuing annual general meeting. No Managerial remuneration, however, is proposed to be paid to Mr. Babani from Fairchem Speciality Limited.

With effect from the end of the proceedings of the Board Meeting held on May 11, 2017, following six Independent Directors expressed their desire to step down from their Directorships on personal grounds :

(1) Shri Jayesh K. Shah

(2) Shri Kalpesh A. Patel

(3) Shri Nitin R. Patel

(4) Shri Ganpatraj Chaudhary

(5) Shri Bhavin a. Shah

(6) Ms. Sonal V. Ambani

Board accepted their request and acknowledged their individual and collective contribution in the affairs of the Company during their tenure as Directors.

The Board of Directors have filled in four of the six casual vacancies of independent Directors which arose due to above as follows :

	Name of outgoing Director	Name of Incoming Director to fill in the casual vacancy
1	Shri Jayesh K. Shah	Shri P. R. Barpande
2	Shri Kalpesh A. Patel	Shri Rajesh Budhrani
3	Shri Ganpatraj Chaudhary	Shri Hemang Gandhi
4	Ms. Sonal V. Ambani	Ms. Radhika Pereira

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS :

The Company has received declarations from all the Independent Directors of the Company, inter alia, confirming that they meet the criteria of Independence as prescribed under Section 149 of the Companies Act, 2013 and Regulation 16(1 )(b) of SEBI (LODR) Regulations, 2015.

COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR ETC. :

Pursuant to the provisions of Section 178 and other applicable provisions, if any, of the Companies Act, 2013 read with the Rules made thereunder and Clause 49 of the Listing Agreement, now regulation 19 of SEBI (LODR) Regulation, 2015 the Board of Directors at their Meeting held on 11-08-2014 approved the Remuneration and Nomination Policy as recommended by the Nomination and Remuneration Committee. The salient features of the said policy covering the policy on appointment and remuneration and other matters have been explained in the Corporate Governance Report.

BOARD EVALUATION :

Based on the criteria for evaluation of Independent Directors and the Board as recommended by the Nomination and Remuneration Committee and as adopted by the Board, Board carried out evaluation of its own performance and that of the individual Directors.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, the Directors hereby confirm:

(i) that in the preparation of the annual accounts for the year ended March 31, 2017, the applicable accounting standards read with requirements set out under Schedule III of the Companies Act have been followed and there are no material departures from the same;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year viz. March 31, 2017 and of the profit of the Company for that period;

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

(iv) that the Directors have prepared the annual accounts on a ''Going Concern’ basis;

(v) that the 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 and

(vi) that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

PERSONNEL:

All the employees have worked with zeal and enthusiasm and your Directors wish to express their sincere appreciation to all the employees for their support, co-operation and dedicated services.

PARTICULARS OF EMPLOYEES:

There was no employee drawing an annual salary of Rs. 120.00 lakhs or more where employed for full year or monthly salary of Rs. 8,50,000/- or more where employed for part of the year and therefore, no information pursuant to the provisions of Rule 5 (2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is required to be given.

LISTING

The Company’s securities are listed with BSE Limited and National Stock Exchanges of India Limited. The Company has paid the listing fees for F.Y 2017-18 on paid up share capital excluding issue of new equity shares in the month of March, 2017 to both the Stock Exchanges. The listing applications for new equity shares aggregating to 23,815,757 are under process at both the Stock Exchanges and additional listing fees if required, will be paid as per the intimation / advice of said stock exchanges.

BUSINESS ANALYSIS REPORT :

The Business Responsibility Reporting, as required under clause 55 of the Listing Agreement is not applicable to the Company. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES :

All contracts / arrangements / transactions with related parties entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with related party transactions.

CORPORATE SOCIAL RESPONSIBILITY :

The Corporate Social Responsibility Committee had formulated and recommended to the Board a Corporate Social Responsibility Policy which has been approved by the Board. The other details of the CSR activities as required u/s. 135 of The Companies Act, 2013 are given in the CSR Report as Annexure to Directors’ Report.

RISK MANAGEMENT POLICY :

The Company has put in place Risk Management Plan. The Company has identified following elements of risk which in the opinion of the Board may threaten the existence of the Company :

(1) Severe simultaneous drought in those Soya producing countries of the world on which Indian Crude Soya Oil refining is dependent.

(2) Development of new and substantially cheaper manufacturing technologies using altogether new inputs for making various kinds of resins which are required for making paints, printing ink, hardners

(3) New research on the benefits of Natural Vitamin E versus Synthetic one.

The Company has identified other hard vegetable oils such as Palm to which it can switch over to in the extreme event of non-availability of soya based raw materials throughout the year.

AUDITORS:

The auditors M/s Price Waterhouse & Co. Chartered Accountants LLP were appointed at the last Annual General Meeting held on September 9, 2016 for a term of five years, subject to ratification at each and every intervening annual general meeting. The Audit Committee of the Board of Directors has recommended ratification of their appointment at the ensuring annual general meeting.

SECRETARIAL AUDIT REPORT

As required by Section 204 of The Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Parikh Dave & Associates, Company Secretaries, Ahmadabad, a firm of Company Secretaries in Practice to conduct Secretarial Audit for the Financial Year 2016-17. The Report of the Secretarial Audit for the financial year ended on March 31, 2017 is annexed as Annexure to this Report.

COST AUDITOR:

As per the Companies (Cost Records and Audit) Rules, 2014 as amended by Companies (Cost Records and Audit) Amendment Rules, 2014, issued by the Central Government, the Company is required to get its cost records maintained by the company for the products covered under Chapters 2917 and 3823 of Sr. No. 18 of table mentioned under Rule 3 (B) - Non-regulated Sectors audited by a Cost Auditor. Accordingly, the Board of Directors, as per the recommendation of the Audit Committee, have appointed to M/s. Rajendra Patel & Associates, Cost Accountants as Cost Auditors for the financial year 2017-18.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUT GO:

A. Conservation of Energy

(a) Energy Conservation measures taken:

Energy Conservation is an ongoing feature at Fairchem Specialty Ltd.

(b) Additional investments and proposals, if any, being implemented for reduction of consumption of Energy:

Based on the suggestion of the Consultant referred in (a) above, motors, pumps, chillers, variable drives, piping, bulbs are being changed over a period of time.

(c) Impact of measures listed in (a) and (b) for reduction of energy consumption and consequent impact on the cost of production of goods:

The above mentioned energy saving initiatives will help the company to contain its Power and Fuel costs.

(d) Total energy consumption per unit of production as per prescribed Form ''A’ :

As per annexure attached.

B. Technology Absorption

The Company has an ongoing program for up gradation of existing products, improvement in manufacturing processes, reduction in product costs and increase in yield of prime intermediate / finished products. The Company was able to achieve higher yield of its prime intermediate / finished products on commissioning of its Fat Splitting / Fractional Column equipments. This is done through constant interaction with employees, customers and vendors.

Company continued its experiment with process routes.

C. Foreign Exchange Earnings and outgo

Foreign Exchange Earnings Rs.3,544.28 lakhs Foreign Exchange Utilised Rs.1,408.66 lakhs

Extract of Annual Return :

The details forming part of the extract of Annual Return in Form MGT-9 is annexed herewith as Annexure to this Report.

ACKNOWLEDGMENTS:

Your Board of Directors wishes to place on record its appreciation to the contribution made by the employees of the company. The company has achieved impressive growth through the competence, hard work, solidarity cooperation and support of employees at all levels. The Directors also wish to thank the Government authorities, financial institutions and shareholders for their cooperation and assistance extended to the company.

For and on behalf of the Board of Directors,

Place : Ahmedabad Utkarsh Shah

Date : May 11, 2017 Chairman

---

Mar 31, 2015

The Members,

The Directors are indeed pleased to present the Thirtieth Annual Report and Audited Accounts of the Company for the financial year ended March 31, 2015.

FINANCIAL RESULTS : Rs. in Crores Year ended on 31-03-2015 31-03-2014

(1) Income 151.27 152.38

(2) Profit before Interest, Depreciation & Taxation 25.51 33.69

Less : Interest 2.74 2.66

(3) Profit before Depreciation and Taxation 22.77 31.03

Less : Depreciation 2.22 2.64

(4) Profit before Tax for the year 20.55 28.39

Less : Provision for Taxation :

(a) Current Tax 4.84 9.31

(b) Deferred Tax 2.08 0.40

(c) Excess Provision of earlier years (Net) (0.06) Nil

Sub-total 6.86 9.71

(5) Net profit after Tax for the year 13.69 18.68

Add : Balance B/f from previous year's a/c. 33.74 19.40

Sub-total 47.43 38.08

(6) Less : (a) Utilised for issue of bonus shares 1.26 1.14

(b) Adjustment relating to Fixed Assets 0.01 0.00

(c) Transferred to General Reserve 1.00 1.00

(d) Proposed Dividend 3.45 1.88

(e) Dividend Distribution Tax 0.70 0.32

Sub-total 6.42 4.34

(7) Balance C/f to next year's account 41.01 33.74

OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS :

(A) Sales and Profit:

The sales and other income of the Company during 2014-15 were flat at Rs. 151.27 crores compared to Rs. 152.38 crores of the previous year mainly because the prices of prime products were lower, partly reflecting lower international prices of crude soya oil. There was, however, 22.88% of volume growth in sales of the Company and that is a positive sign that Company was able to sell a much higher quantity corresponding to higher production during the year. The company has made Profit before tax of Rs.20.55 crores compared to previous year's Rs.28.39 crores. This is mainly due to relatively lesser realization in nutraceutical product which is exclusively exported. The previous financial year 2013-14 was exceptionally good for nutraceutical products

due to sudden surge of demand for said products accompanied by fall in Indian Rupee vs. U.S. Dollar. Both these factors regained normalcy subsequently. In fact, market for Tocopherols went into reverse swing and prices remained low throughout the financial year 2014-15.

(B) Raw Material:

Required quantities of both the Raw materials were available from within India.

(C) Export:

Company was able to procure the required orders for its export products. Company made export of Rs. 38.57 crores during the year.

(D) The Capital expenditure incurred during the year was mainly for ongoing raw material throughput capacity expansion. During the third quarter, the Company successfully commissioned its new High Pressure Fat Splitting plant and in the last fortnight of the financial year, new Fractionation column was commissioned.

No material changes and commitments, affecting the financial position of the Company, have occurred between March 31, 2015 and the date of this Report.

TRANSFER TO RESERVES:

Your Directors recommend appropriation of Rs. 1.00 crore to General Reserve.

DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs. 2.50 (i.e. 25 % ) per equity share (Previous Year Rs. 1.50/- per equity share) on the increased Equity Share Capital for the financial year ended March 31,2015, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

MEETINGS OF THE BOARD :

During the Financial Year 2014-15, 5 (five) meetings of the Board of Directors took place. For further details, please refer Report on Corporate Governance.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS :

The Company has not given any loan, made investment, given any guarantee or provided any security - covered u/s. 186 of The Companies Act, 2013 - to any one.

CORPORATE GOVERNANCE/MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A Report on the Corporate Governance Code alongwith a certificate from the Auditors of the Company regarding the compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreements as also the Management Discussion and Analysis Report are annexed to this Report.

FIXED DEPOSITS:

During the year Company has not accepted any Fixed Deposits.

CREDIT RATING :

CARE has assigned 'CARE A-' (Single A Minus) to Long Term Bank facilities (considered to be good for our size of manufacturing companies) and 'CARE A1' (A One) to Short Term Bank facilities.

TECHNICAL ACHIEVEMENT:

The Company keeps on exploring the possibility of technical improvement and process optimization for better yields / product mix / energy efficiency.

DIRECTORS:

Shri Utkarsh B. Shah shall retire at the forthcoming Annual General Meeting of the Company and being eligible, offer himself for reappointment.

During the year under review, Ms. Sonal Vimal Ambani was appointed as Additional Independent Director u/s. 161

(1) of The Companies Act, 2013. She will hold the Office of Director upto the date of forthcoming Annual General

Meeting. Notice u/s. 160 of The Companies Act is received for her appointment as an Independent Director of the Company.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS :

The Company has received declarations from all the Independent Directors of the Company, inter alia, confirming that they meet the criteria of Independence as prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR ETC. :

Pursuant to the provisions of Section 178 and other applicable provisions, if any, of the Companies Act, 2013 read with the Rules made thereunder and Clause 49 of the Listing Agreement, the Board of Directors at their Meeting held on 11.08.2014 approved the Remuneration and Nomination Policy as recommended by the Nomination and Remuneration Committee. The salient features of the said policy covering the policy on appointment and remuneration and other matters have been explained in the Corporate Governance Report.

BOARD EVALUATION :

Based on the criteria for evaluation of Independent Directors and the Board as recommended by the Nomination and Remuneration Committee and as adopted by the Board, Board carried out evaluation of its own performance and that of the individual Directors.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act, 2013 with respect to Directors' Responsibility Statement, the Directors hereby confirm:

(i) that in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III of the Companies Act have been followed and there are no material departures from the same;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year viz. March 31, 2015 and of the profit of the Company for that period;

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

(iv) that the Directors have prepared the annual accounts on a 'Going Concern' basis;

(v) that the 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 and

(vi) that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

PERSONNEL:

All the employees have worked with zeal and enthusiasm and your Directors wish to express their sincere appreciation to all the employees for their support, co-operation and dedicated services.

PARTICULARS OF EMPLOYEES :

There was no employee drawing an annual salary of Rs. 60.00 lacs or more where employed for full year or monthly salary of Rs. 5,00,000/- or more where employed for part of the year and therefore, no information pursuant to the provisions of Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is required to be given.

LISTING

Company's Securities are listed with the Stock Exchanges at Mumbai & Ahmedabad. The Company has already paid the listing fees to these 2 Stock Exchanges.

CORPORATE GOVERNANCE :

The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Statutory Auditors of the Company confirming the compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance.

BUSINESS RESPONSIBILITY REPORT :

The Business Responsibility Reporting, as required under clause 55 of the Listing Agreement is not applicable to the Company.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES :

All contracts / arrangements / transactions with related parties entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrange-ment / transaction with related parties which could be considered material in accordance with related party transactions.

CORPORATE SOCIAL RESPONSIBILITY :

The Corporate Social Responsibility Committee comprises of the following Directors :

Name Category

Shri Nahoosh Jariwala, Managing Director Promoter - Executive

Shri Bimal D. Parikh, Executive Director Promoter - Executive

Shri Hemant N. Shah, Whole time Director Promoter - Executive

Shri Nitin R. Patel, Director Non Executive - Independent

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility (CSR) Policy which has been approved by the Board. The CSR policy is available at the Company's website viz. www.adifinechem.com

The Company proposes to focus in the following core areas.

(1) Addressing the needs of people / community with extreme hunger and poverty

(2) Organising / sponsoring need based programmes for Health, inter alia, addressing health care concerns of different age groups, particularly of weaker economic strata

(3) Providing financial support to non-profit making entities involved in preventive health care

(4) Providing direct financial assistance to marginalized / under privileged sections of the society for medical treatment in hospitals / nursing homes.

(5) Providing financial support to campaigns meant for creating public awareness in the area of eradication of diseases.

(6) Initiatives relating to better hygiene and sanitation

(7) Protecting environment through maintenance of soil, air and water.

(8) Organising / sponsoring programmes for promotion of education

(9) Granting educational scholarships to deserving students, particularly from weaker economic strata.

(10) Organising / sponsoring rural development projects

(11) Promoting gender equality, empowerment of women, setting up homes and hostels for women and orphans, setting up old age homes and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups.

(12) Slum area development

(13) Contribution to the Prime Minister's National Relief Fund or any other fund set up by the Central Government or the State Governments for socio-economic development and relief and funds for the welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women

During the year, the Company has spent only Rs. 31,991/- on CSR activity. The Company, could not spend full amount of 2% of average net profits of last three financial years as the formation of the Committee itself was delayed. The CSR Committee, however, is now working on few things and will shortly come out with final plan to proceed with CSR activities. The Company is committed to spending upto 2% of average net profits of last three financial years during the current financial year.

RISK MANAGEMENT POLICY :

The Company has put in place Risk Management Plan. The Company has identified following elements of risk which in the opinion of the Board may threaten the existence of the Company :

(1) Severe simultaneous drought in those Soya producing countries of the world on which Indian Crude Soya Oil refining is dependent.

(2) Development of new and substantially cheaper manufacturing technologies using altogether new inputs for making various kinds of resins which are required for making paints, printing ink, hardners

(3) New research on the benefits of Natural Vitamin E versus Synthetic one.

The Company has identified other hard vegetable oils such as Palm to which it can switch over to in the extreme event of non-availability of soya based raw materials throughout the year.

AUDITORS:

The auditors M/s Jhaveri Shah & Co., Chartered Accountants, Ahmedabad retire at the conclusion of the ensuing Annual General Meeting and they have confirmed their eligibility pursuant to the provision of the Section 139 of The Companies Act, 2013 and willingness to be re- reappointed.

The Report of the Statutory Auditors for the financial year 2014-15 does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDIT REPORT

As required by Section 204 of The Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Parikh Dave & Associates, Company Secretaries, Ahmedabad, a firm of Company Secretaries in Practice to conduct Secretarial Audit for the Financial Year 2014-15. The Report of the Secretarial Audit for the financial year ended on March 31, 2015 is annexed as Annexure to this Report. The said report does not contain any qualification, reservation or adverse remark.

COST AUDITOR:

As per the Companies (Cost Records and Audit) Rules, 2014 as amended by Companies (Cost Records and Audit) Amendment Rules, 2014, issued by the Central Government, the Company is required to get its cost records maintained for the products covered under Chapters 2917 and 3823 of Sr. No. 18 of table mentioned under Rule 3 (B) - Non-regulated Sectors audited by a Cost Auditor. Accordingly, the Board of Directors had, on the recommendation of the Audit Committee, appointed, subject to ratification by the members of the Company at the ensuing Annual General Meeting, M/s. Rajendra Patel & Associates, Cost Accountants as Cost Auditors for the financial year 2014-15.The Company proposes to appoint the said firm as Cost Auditors for financial year 2015-16 also.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUT GO:

A. Conservation of Energy

(a) Energy Conservation measures taken:

Energy Conservation is an ongoing feature at Adi Finechem Ltd..The Company hadcommissioned energy efficient last generation boiler / steam generation / thermic fluid heaters towards the end of second quarter of the financial year.

(b) Additional investments and proposals, if any, being implemented for reduction of consumption of Energy.

(c) Impact of measures listed in (a) and (b) for reduction of energy consumption and consequent impact on the cost of production of goods:

Despite an increase in the production volume and increase in effective electricity tariff rate for the Company, the above mentioned energy saving initiatives have helped / will help the company to contain its Power and Fuel costs.

(d) Total energy consumption per unit of production as per prescribed Form 'A' :

As per annexure attached.

B. Technology Absorption

The Company has an ongoing program for up gradation of existing products, improvement in manufacturing processes, reduction in product costs and increase in yield of prime intermediate / finished products. The Company was able to achieve higher yield of its prime intermediate / finished products on commissioning of its Fat Splitting / Fractional Column equipments. This is done through constant interaction with employees, customers and vendors.

Company continued its experiment with process routes.

C. Foreign Exchange Earnings and outgo

Foreign Exchange Earnings Rs. 38,34,78,144/- Foreign Exchange Utilised Rs. 1,68,23,214/-

Extract of Annual Return :

The details forming part of the extract of Annual Return in Form MGT-9 in accordance with section 92(3) of the Companies Act 2013 read with Companies (Management & Administration) Rules, 2014 is annexed herewith as Annexure to this Report.

ACKNOWLEDGMENTS:

Your Board of Directors wishes to place on record its appreciation to the contribution made by the employees of the company. The company has achieved impressive growth through the competence, hard work, solidarity cooperation and support of employees at all levels. The Directors also wish to thank the Government authorities, financial institutions and shareholders for their cooperation and assistance extended to the company.

For and on behalf of the Board of Directors,

Place : Ahmedabad Utkarsh B. Shah Date : 4th May, 2015 Chairman

---

Mar 31, 2014

The Directors are indeed pleased to present the Twenty Ninth Annual Report and Audited Accounts of the Company for the financial year ended March 31, 2014.

FINANCIAL RESULTS :

Rs. in Crores Year ended on

31-03-2014 31-03-2013

(1) Income 152.38 123.46

(2) Profit before Interest, Depreciation & Taxation 33.69 17.63

Less : Interest 2.66 2.48

(3) Profit before Depreciation and Taxation 31.03 15.15

Less : Depreciation 2.64 2.27

Extra-ordinary Item -- 0.25

Sub-Total 2.64 2.52

(4) Profit before Tax for the year 28.39 12.63

Less : Provision for Taxation :

Current Tax 9.31 4.03 Deferred Tax 0.40 0.21

Sub-total 9.71 4.24

(5) Net profit after Tax for the year 18.68 8.39

Add :Balance B/from previous year''s a/c. 18.26 12.35 (After utilisation for bonus shares)

(6) Total funds available for appropriation 36.94 20.74

Less : (a) Proposed Dividend 1.88 1.14

(b) Dividend Distribution Tax 0.32 0.18

Sub-total 2.20 1.32

(7) Balance C/f to next year''s account 34.74 19.41



OPERATIONS:

(A) Sales and Profit:

The sales and other income of the Company during 2013-14 were higher at Rs. 152.38 crores compared to Rs. 123.46 crores of the previous year reflecting increase of 23.42%. The company has made Profit before tax of Rs.28.39 crores compared to previous year''s Rs 12.63 crores. This is mainly due to increased production resulting in economies of scale, higher export earnings and process optimisation.

(B) Raw Material:

Required quantities of both the Raw materials were available from within India.

(C) Export:

Company was able to procure the required orders for its export products. Company made export of Rs. 54.94 crores during the year.

CORPORATE GOVERNANCE/MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A Report on the Corporate Governance Code along with a certificate from the Auditors of the Company regarding the compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreements as also the Management Discussion and Analysis Report are annexed to this Report.

DIVIDEND:

Your Directors are pleased to recommend a dividend of Re.1.50 per equity share (Previous Year Re.1/- per equity share) on the increased Equity Share Capital for the financial year ended March, 31, 2014, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

TECHNICAL ACHIEVEMENT:

The Company keeps on exploring the possibility of technical improvement and process optimization for better yields / product mix / energy efficiency.

DIRECTORS:

Shri Bimal D. Parikh shall retire at the forthcoming Annual General Meeting of the Company and being eligible, offers himself reappointment.

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

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

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year viz. March 31, 2014 and of the profit of the Company for that period;

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

(iv) that the Directors had prepared the annual accounts on a going concern basis.

PERSONNEL:

All the employees have worked with zeal and enthusiasm and your Directors wish to express their sincere appreciation to all the employees for their support, co-operation and dedicated services.

PARTICULARS OF EMPLOYEES:

There was no employee drawing an annual salary of Rs. 60.00 lacs or more where employed for full year or monthly salary of Rs. 5,00,000/- or more where employed for part of the year and therefore, no information pursuant to the provisions of sub-section (2A) of Section 217 of The Companies Act, 1956 (the limits for the purpose of disclosure has been enhanced vide notification dated 31st March, 2011 the Ministry of Corporate Affairs), read with The Companies (Particulars of Employees) Rules, 1975 is required to be given.

LISTING

Company''s Securities are listed with the Stock Exchanges at Mumbai & Ahmedabad. The Company has already paid the listing fees to these 2 Stock Exchanges.

AUDITORS:

The auditors M/s Jhaveri Shah & Co., Chartered Accountants, Ahmedabad retires at the conclusion of the ensuing Annual General Meeting and they have confirmed their eligibility pursuant to the provision of the Section 139 of The Companies Act, 2013 and willingness to be re- reappointed.

COST AUDITOR:

Ministry of Corporate Affairs vide its circular No. F.No. 52/26/CAB-2010 dated 24.01.2012 prescribed the Cost Audit of Product(s) falling under chapter 38 of Central Excise Tariff Act, 1985 from the year 2012-13 onwards. Accordingly, the Company had appointed M/s. Rajendra Patel & Associates, Cost Accountants as Cost Auditors for the financial year 2013-14.Subject to the rules as may be notified by Ministry of Corporate Affairs, the Company proposes to appoint the said firm as Cost Auditors for financial year 2014-15 also.

ACKNOWLEDGMENTS:

Your Board of Directors wishes to place on record its appreciation to the contribution made by the employees of the company. The company has achieved impressive growth through the competence, hard work, solidarity cooperation and support of employees at all levels. The Directors also wish to thank the Government authorities, fnancial institutions and shareholders for their cooperation and assistance extended to the company.



For and on behalf of the Board of Directors,



Place : Ahmedabad Utkarsh B. Shah

May 19, 2014 Chairman

---

Mar 31, 2013

To The Members,

The Directors are indeed pleased to present the Twenty Eighth Annual Report and Audited Accounts of the Company for the fnancial year ended March 31, 2013.

FINANCIAL RESULTS :

(Rs. in Lacs) Year ended on

31-03-2013 31-03-2012

Income 12346.44 9742.79

Proft before Interest, Depreciation and Taxation 1762.54 1489.77

Less : Interest 247.93 212.35

Proft before Depreciation and Taxation 1514.61 1277.42

Less : Depreciation 226.53 197.64

Extra Ordinary Item (Loss due to fre) 25.13 Nil

Sub Total 251.66 197.64

Proft before Tax for the year 1262.95 1079.78

Less : Provision for Taxation :

Current Tax 403.24 304.00

Deferred Tax 21.10 38.31

Sub-total 424.34 342.31

Net proft after Tax for the year 838.61 737.47

Add : Balance B/f from previous year''s account 1235.21 734.28

(after utilization for bonus shares)

Total funds available for appropriation 2073.82 1471.75

Less : Proposed Dividend 114.00 95.00

Dividend Distribution Tax 18.49 15.41

Sub-total 132.49 110.41

Balance C/f to next year''s account 1941.33 1361.34

OPERATIONS:

(A) Sales and Proft: The sales and other income of the Company during 2012-13 were substantially higher at Rs. 12346.44 lacs compared to Rs. 9742.79 lacs of the previous year. The company has made Proft before extra- ordinary items and tax of Rs.1288.08 lacs compared to previous year''s Rs 1079.78 lacs, refecting rise of about 19.29%. This is mainly due to increase in production, better management of energy and process optimisation.

(B) Raw Material: Raw materials were available from within India. When the domestic prices were ruling high, the Company explored overseas market and some quantity was imported.

(C) Export: Company was able to procure the required orders for its export product viz. Mixed Tocopherol Con- centrate. Company made export of Rs. 3307.11 lacs during the year.

CORPORATE GOVERNANCE/MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A Report on the Corporate Governance Code alongwith a certifcate from the Auditors of the Company regarding the compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement as also the Management Discussion and Analysis Report are annexed to this Report.

FIRE:

A fre took place in production area of the factory on 27-11-2012. Necessary claims under the fre policies have been lodged with the insurance company and company is quite hopeful of recovering its losses of inventory and damage to plant & machineries, civil structure etc.

DIVIDEND:

Your Directors are pleased to recommend a fnal dividend of Re. 1/- (one) per equity share (Previous Year Re.1/- per equity share) on the increased Equity Share Capital for the fnancial year ended March 31, 2013, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

During the year, pursuant to provisions of section 205C of The Companies Act, the Unclaimed Dividend of Rs. 1,06,327/- pertaining to Financial Year 2004-05 was transferred to Investor Education and Protection Fund. The Company has uploaded on MCA portal required details of shareholders whose equity dividend had remained unclaimed.

FIXED DEPOSITS:

During the year, the Company transferred Unclaimed Deposits and Unclaimed Interest aggregating to Rs. 63,471/- to Investor Education and Protection Fund on completion of prescribed time limit of 7 years. During the year, Company has not accepted any Fixed Deposits.

TECHNICAL ACHIEVEMENT:

The Company keeps on exploring the possibility of technical improvement and process optimization for better yields / product mix / energy effciency. This has contributed in higher quantity of raw material processing during the year.

DIRECTORS:

In accordance with the Articles of Association of the company Shri Utkarsh B. Shah and Shri Hemant N. Shah retire by rotation and being eligible, offer themselves for reappointment.

During the year under review, Shri Ganpatraj L. Chowdhary, Shri Nitin R. Patel and Shri Bhavin A. Shah were appointed as Additional Directors u/s. 260 of the Companies Act. All the three Directors will hold the Offce of Director upto the date of forthcoming Annual General Meeting. Notices u/s. 257 of the Companies Act have been received for their appointment as Directors of the Company.

Shri Sharvil P. Patel resigned as Director of the Company w.e.f. November 03, 2012. The Board of Directors places on record their sincere appreciation for the valuable guidance rendered by Shri Sharvil Patel during his tenure as Director of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the fnancial year viz. March 31, 2013 and of the proft of the Company for that period;

(iii) that the Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the annual accounts on a going concern basis.

PERSONNEL:

All the employees have worked with zeal and enthusiasm and your Directors wish to express their sincere appreciation to all the employees for their support, co-operation and dedicated services.

PARTICULARS OF EMPLOYEES:

There was no employee drawing an annual salary of Rs. 60.00 lacs or more where employed for full year or monthly salary of Rs. 5,00,000/- or more where employed for part of the year and therefore, no information pursuant to the provisions of sub-section (2A) of Section 217 of The Companies Act, 1956 (the limits for the purpose of disclosure has been enhanced vide notifcation dated 31st March 2011 the Ministry of Corporate Affairs), read with The Companies (Particulars of Employees) Rules, 1975 is required to be given.

LISTING

Company''s Securities are listed with the Stock Exchanges at Mumbai & Ahmedabad. The Company has already paid the listing fees to both the Stock Exchanges.

AUDITORS:

The auditors M/s Jhaveri Shah & Co., Chartered Accountants, Ahmedabad retire at the conclusion of the ensuing Annual General Meeting and they have confrmed their eligibility in accordance with the limit specifed in section (1-B) of section 224 of the Companies act, 1956 and willingness to be re- reappointed.

COST AUDITOR:

Ministry of Corporate Affairs vide its circular No. F.No. 52/26/CAB-2010 dated 24.01.2012 prescribed the Cost Audit of Product(s) falling under chapter 38 of Central Excise Tariff Act, 1985 from the year 2012-13 onwards. Accordingly, the Company had appointed M/s. Rajendra Patel & Associates, Cost Accountants as Cost Auditors for the fnancial year 2012-13. The Company now proposes to appoint the said frm as Cost Auditors for fnancial year 2013-14 also.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUT GO:

A. Conservation of Energy

(a) Energy Conservation measures taken:

Energy Conservation is an ongoing feature at Adi Finechem Ltd..Heat Exchangers have been installed to make the plant more energy effcient. The implementation of CII''s suggestions have also given positive result in saving in electrical consumption.

(b) Additional investments and proposals, if any, being implemented for reduction of consumption of Energy:

The Company has already placed order for `SPIRA Heat Exchangers with Sulzer India Ltd.. The Company is further exploring putting up Hot water System which will reduce steam consumption.

(c) Impact of measures listed in (a) and (b) for reduction of energy consumption and consequent impact on the cost of production of goods:

Despite an increase in the production volume and increase in fuel prices the above mentioned energy saving initiatives have helped / will help the company to contain its Power and Fuel costs.

(d) Total energy consumption per unit of production as per prescribed Form `A :

As per annexure attached.

B. Technology Absorption

The Company has an ongoing program for upgradation of existing products, improvement in manufacturing processes, reduction in product costs, import substitution and export promotion. This is done through constant interaction with employees, customers and vendors.

Company continued its experiment with process routes which has resulted in products developed for use in hitherto untapped market.

C. Foreign Exchange Earnings and outgo

Foreign Exchange Earnings Rs. 33,12,11,574 Foreign Exchange utilized Rs. 4,06,63,202

ACKNOWLEDGMENTS:

Your Board of Directors wishes to place on record its appreciation to the contribution made by the employees of the company. The company has achieved impressive growth through the competence, hard work, solidarity cooperation and support of employees at all levels. The Directors also wish to thank the Government authorities, fnancial institutions and shareholders for their cooperation and assistance extended to the company.

For and on behalf of the Board of Directors,

Place : Ahmedabad Utkarsh B. Shah

May 18, 2013 Chairman

---

Mar 31, 2012

The Directors are pleased to present the Twenty Seventh Annual Report and the Audited Accounts of the Company for the year ended March 31, 2012.

FINANCIAL RESULTS: (Rupees in Lacs) Year ended on Year ended on 31-03-2012 31-03-2011

Income 9740.69 5800.08

Profit before Interest, Depreciation & Taxation 1487.67 1098.87

Less: Interest 210.25 134.76

Profit before Depreciation and Taxation 1277.42 964.11

Less: Depreciation 197.64 173.11

Profit before tax 1079.78 791.00

Less : Provision for taxation

-Current Tax 304.00 180.00

-Deferred Tax 38.31 104.49

(Excess)/Short Provision of Income Tax of earlier years Nil (0.12)

Previous Year Expense (net) Nil Nil

Net Profit (Loss) after tax 737.47 506.63

Balance carried from previous year's account 734.28 338.06

Profit/(Loss) available for Appropriations 1471.75 844.69

Proposed Dividend 95.00 95.00

Dividend Distribution Tax 15.41 15.41

Balance[ /(-) ] carried to next year's account 1361.34 734.28

OPERATIONS :

(A) Sales and Profit:

The sales and other income of the Company during 2011-12 were substantially higher at Rs. 9740.69 lacs compared to Rs. 5800.08 lacs of the previous year. The company has made a profit of Rs. 737.47 lacs compared to previous year's profit of Rs 506.63 lacs. This is due to increase in capacity and better utilization of plant.

(B) Raw Material:

Raw materials were available at marginal higher prices from within India.

(C) Export:

Company was able to procure the required orders for Toco-concentrates. Company made export of Rs. 2746.07 lacs during the year.

CORPORATE GOVERNANCE/MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

A Report on the Corporate Governance Code alongwith a certificate from the Auditors of the Company regarding the compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreements as also the Management Discussion and Analysis Report are annexed to this Report.

DIVIDEND :

Your Directors are pleased to recommend a final dividend of Re. 1 per equity share (Previous year Re. 1/- per Equity Share) for the financial year ended March 31, 2012, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

FIXED DEPOSITS :

The Company had repaid all its fixed deposits during the year, except for unclaimed deposits, balance of which as on March 31, 2012 is Rs.60,000. During the year Company has not accepted any Fixed Deposits.

TECHNICAL ACHIEVEMENT:

During the year company modified its production process which has resulted in better yield and higher production.

DIRECTORS:

In accordance with the Articles of Association of the company Shri Jayesh K. Shah, and Shri Kalpesh A. Patel retire by rotation and being eligible offer themselves for reappointment.

RE-APPOINTMENT OF MANAGING DIRECTOR & WHOLETIME DIRECTOR:

During the year, Board of Directors had approved subject to the approval of shareholders, the re-appointment of Shri Nahoosh J. Jariwala as the Managing Director & Shri Bimal D. Parikh as Wholetime Director of the Company with effect from 15.05.2012 for the further period of three years on the same terms and conditions of remuneration as were paid to them earlier. The necessary Resolution for the approval of the same is covered in the Notice convening the Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT :

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

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year viz. March 31, 2012 and of the profit of the Company for that period;

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

(iv) that the Directors had prepared the annual accounts on a going concern basis.

PERSONNEL:

All the employees have worked with zeal and enthusiasm and your Directors wish to express their sincere appreciation to all the employees for their support, co-operation and dedicated services.

PARTICULARS OF EMPLOYEES :

There was no employee drawing an annual salary of Rs. 60.00 lacs or more where employed for full year or monthly salary of Rs. 5,00,000/- or more where employed for part of the year and therefore, no information pursuant to the provisions of sub-section (2A) of Section 217 of The Companies Act, 1956 (the limits for the purpose of disclosure has been enhanced vide notification dated 31st March 2011 the Ministry of Corporate Affairs), read with The Companies (Particulars of Employees) Rules, 1975 is required to be given.

LISTING

Company's Securities are listed with the Stock Exchanges at Mumbai & Ahmedabad. The Company has already paid the listing fees to the Stock Exchanges.

AUDITORS :

The auditors M/s Jhaveri Shah & Co., Chartered Accountants, Ahmedabad retires at the conclusion of the ensuing Annual General Meeting and they have confirmed their eligibility in accordance with the limit specified in section (1 -B) of section 224 of the companies act, 1956 and willingness to be re- reappointed.

COST AUDITOR :

As per the circular of MCA order No. F.No. 52/26/CAB-2010 Dt. 24.01.2012 ordering the Cost Audit of Product(s) falling under chapter 38 of Central Excise Tariff Act, 1985 for the year 2012-13.

The Company has appointed Mr. Rajendra Patel of M/s Rajendra Patel & Associates, Cost Accountants as Cost Auditor(s) with the company for the financial year 2012-13.

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

A. Conservation of Energy

(a) Energy Conservation measures taken :

Energy Conservation is continuous ongoing feature at Adi Finechem Limited. During the year Company appointed independent external agency Cll to conduct energy audit. As per their suggestions, variable drives have been installed and new air compressors have been purchased for instrumentation air & process air. To reduce process water consumption new three way separators have been installed.

(b) Additional investments and proposals, if any, being implemented for reduction of consumption of Energy:

Additional capital investments have been planned in higher efficiency equipments which will increase production without increasing fuel cost

(c) Impact of measures listed in (a) and (b) for reduction of energy consumption and consequent impact on the cost of production of goods:

Despite an increase in the production volume and increase in fuel prices the above mentioned energy saving initiatives have helped the company to reduce per ton consumption of Power and Fuel as compared to Previous Year.

(d) Total energy consumption per unit of production as per prescribed Form 'A':

As per annexure attached.

B. Technology Absorption

The Company has an ongoing program for upgradation of existing products, improvement in manufacturing processes, reduction in product costs, import substitution and export promotion. This is done through constant interaction with employees, customers and vendors.

Company continued its experiment with process routes which has resulted in products developed for use in hitherto untapped market.

C. Foreign Exchange Earnings and outgo

Foreign Exchange Earnings Rs. 273,946,336 Foreign exchange utilised Rs. 1,63,57,290

ACKNOWLEDGMENTS :

Your Board of Directors wishes to place on record its appreciation to the contribution made by the employees of the company. The company has achieved impressive growth through the competence, hard work, solidarity cooperation and support of employees at all levels. The Directors also wish to thank the Government authorities, financial institutions and shareholders for their cooperation and assistance extended to the company.

For and on behalf of the

Board of Directors

Ahmedabad May 26, 2012

Utkarsh B. Shah

Chairman

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Mar 31, 2011

The Directors are pleased to present the Twenty Sixth Annual Report and the Audited Accounts of the Company for the year ended March 31, 2011.

FINANCIAL RESULTS :

(Rupees in Lakhs) Year ended on Year ended on 31-03-2011 31-03-2010

Income 5800.08 3852.69

Profit before Interest, Depreciation & Taxation 1098.87 265.08

Less : Interest 134.76 162.07

Profit before Depreciation & Taxation 964.11 103.01

Less : Depreciation 173.11 169.10

Profit before tax 791.00 (66.09)

Less : Provision for taxation

- Current Tax 180.00 0.21

- Deferred Tax 104.49 (16.68)

(Excess)/Short Provision of Income Tax of earlier Year (0.12) 3.66

Previous Year Expense (Net) Nil 2.31

Net Profit (Loss) After Tax 506.63 (55.59)

Balance carried from previous years account 338.06 393.65

Profit/(Loss) available for Appropriations 844.69 338.06

Proposed Dividend 95.00 -

Dividend Distribution Tax 15.41 -

Balance [+/(-)] carried to next years account 734.28 338.06

OPERATIONS :

(A) Sales and Profit : The sales and other income of the Company during 2010-11 were substantially higher at Rs. 5800.08 lacs compared to Rs. 3852.69 lacs of the previous year. The company has made a profit of Rs. 506.52 lacs compared to previous years loss of Rs 55.59 lacs. This is due to increase in capacity and better utilization of plant.

(B) Raw Material : Raw materials were available at marginal higher prices from within India.

(C) Export : Company was able to procure the required orders for Toco-concentrates. Company made export of Rs. 1745.51 lacs during the year.

CORPORATE GOVERNANCE/MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

A Report on the Corporate Governance Code alongwith a certificate from the Auditors of the Company regarding the compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreements as also the Management Discussion and Analysis Report are annexed to this Report.

DIVIDEND :

Your Directors are pleased to recommend a final dividend of Re. 1 per equity share for the financial year ended March 31, 2011, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

FIXED DEPOSITS :

The Company continued to accept the deposits, upto 30th April 2010. Thereafter the company has stopped acceptance of deposits as on March 31, 2011, public deposits stood at Rs. 27.90 lacs. As on 31st March, 2011 there were unclaimed deposit aggregating to Rs. 60,000/-.

TECHNICAL ACHIEVEMENT :

During the year company modified its production process which has resulted in better yield and higher production.

DIRECTORS :

In accordance with the Articles of Association of the company Shri Utkarsh B. Shah, and Shri Hemant N. Shah retire by rotation and being eligible offer themselves for reappointment. The relevant resolution re- lated to those appointments forming part of the notice of the annual general meeting are placed for your approval.

CHANGE OF NAME OF COMPANY

During the year under review Name of your company has been changed w.e.f. 19th October, 2010 from H.K. Finechem Limited to Adi Finechem Limited after obtaining necessary approval from the office of Registrar of the Companies as per the fresh certificate of Incorporation issued by the Registrar of Compa- nies, Gujarat.

CHANGE OF REGISTERED OFFICE OF THE COMPANY :

During the year under review the registered office of the company has been shifted to plant at 253/P, Chekhala, Sanand Kadi Highway, Tal. Sanand, Ahmedabad- 382115, after obtaining necessary approval from Shareholders of the Company.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement of Section 217 (2AA) of the Companies Act with respect to Directors Respon- sibility Statement, the Directors hereby confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been fol- lowed alongwith proper explanation relating to material departures;

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year viz. March 31, 2011 and of the profit of the Company for that period;

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

(iv) that the Directors had prepared the annual accounts on a going concern basis.

PERSONNEL :

All the employees have worked with zeal and enthusiasm and your Directors wish to express their sincere appreciation to all the employees for their support, co-operation and dedicated services.

PARTICULARS OF EMPLOYEES :

There was no employee drawing an annual salary of Rs. 60.00 lacs or more where employed for full year or monthly salary of Rs. 5,00,000/- or more where employed for part of the year and therefore, no information pursuant to the provisions of sub-section (2A) of Section 217 of The Companies Act, 1956 (the limits for the purpose of disclosure has been enhanced vide notification dated 31st March 2011 the Ministry of Corpo- rate Affairs), read with The Companies (Particulars of Employees) Rules, 1975 is required to be given.

Information as per Section 217(1)(e) read with Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 :

LISTING

Companys Securities are listed with the Stock Exchanges at Mumbai & Ahmedabad. The Company has already paid the listing fees to the Stock Exchanges.

AUDITORS :

The auditors M/s Jhaveri Shah & Co., Chartered Accountants, Ahmedabad retires at the conclusion of the ensuing Annual General Meeting and they have confirmed their eligibility in accordance with the limit specified in section (1-B) of section 224 of the companies act, 1956 and willingness to be re- reappointed.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARN- INGS AND OUT GO :

A. Conservation of Energy

(a) Energy Conservation measures taken :

Energy Conservation is continuous ongoing feature at Adi Finechem Limited. During the year Company invested in new improved vacuum systems. Thorough review was taken up for all the pumps and motors keeping in mind type of feed, flow rate etc. Which has shown desired results in form of less power consumption. Due to energy conservation initiatives undertaken reduction in steam and electricity consumption per ton of production has been achieved.

(b) Additional investments and proposals, if any, being implemented for reduction of consumption of Energy:

Additional capital investments have been planned in higher efficiency equipments which will increase production without increasing fuel cost

(c) Impact of measures listed in (a) and (b) for reduction of energy consumption and consequent impact on the cost of production of goods:

Despite an increase in the production volume and increase in fuel prices the above mentioned energy saving initiatives have helped the company to reduce its utility cost by Rs 34.43 lacs in 2010-11 as compared with 2009-10

(d) Total energy consumption per unit of production as per prescribed Form A :

As per annexure attached.

B. Technology Absorption

The Company has an ongoing program for upgradation of existing products, improvement in manufacturing processes, reduction in product costs, import substitution and export promotion. This is done through constant interaction with employees, customers and vendors.

Company continued its experiment with process routes which has resulted in products developed for use in hitherto untapped market.

ACKNOWLEDGMENTS :

Your Board of Directors wishes to place on record its appreciation to the contribution made by the employees of the company. The company has achieved impressive growth through the competence, hard work, solidarity cooperation and support of employees at all levels. The Directors also wish to thank the Government authorities, financial institutions and shareholders for their cooperation and assistance extended to the company.

For and on behalf of the Ahmedabad Board of Directors May 12, 2011

Utkarsh B. Shah Chairman

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Mar 31, 2010

The Directors are pleased to present the Twenty Fifth Annual Report and the Audited Accounts of the Company for the year ended March 31, 2010.

FINANCIAL RESULTS :

(Rupees in Lakhs)

Year ended on Year ended on 31-03-2010 31-03-2009

Income 3852.69 3406.48

Profit before Interest, Depreciation & Taxation 265.08 144.62

Less: Interest 162.07 182.43

Profit before Depreciation & Taxation 103.01 (37.81)

Less: Depreciation 169.10 165.37

Profit before tax (66.09) (203.18)

Less : Provision for taxation

- Current Tax 0.21 -

- Fringe Benefit Tax - 1.80

- Deferred Tax (16.68) (63.30)

- MAT - -

Short Provisions of Income Tax of earlier year 3.66 3.28

Previous Year Expense (net) 2.31 -

Net Profit (Loss) after Tax (55.59) (144.96)

DIVIDEND :

In view of the Loss your Directors are not recommending any Dividend on the Equity Shares of the Company.

OPERATIONS :

(A) Sales and Profit:

The sales and other income of the Company during 2009-10 were marginally higher at Rs. 3852.69 lacs compared to Rs. 3406.48 lacs of the previous year. The company has incurred a loss of Rs. 55.59 lacs compared to previous years loss of Rs 144.96 lacs. This is due to better utilization of capacity.

(B) Raw Material:

Main raw materials were in shot-supply and there was also rise in prices.

(C) Export:

The company was able to procure the required orders for Toco-concentrates. The Company has made export of Rs. 9, 98, 09,996/- during the year.

TECHNICAL ACHIEVEMENT :

The company has modified the production process which has resulted in better yield. DIRECTORS :

During the year under review, existing promoters / Directors namely, Shri Rajan R. Harivallabhdas, Shri Dharmesh R. Harivallabhdas and their Associates have transferred their shareholding in favour of various persons forming part of new management in compliance with applicable laws / regulations. In view of the above Shri. Utkarsh B. Shah, Shri. Bimal D. Parikh, and Shri. Hemant N. Shah, were appointed as Additional Directors on the Board of Directors of the Company on 01.04.2010, who form part of new management. Shri. Sharvil P. Patel, Shri. Kalpesh A. Patel and Shri. Jayesh K. Shah who are Independent were appointed as additional Directors on the board of directors of the company on 01.04.2010. As per provisions of the Companies Act, 1956 they will hold office of director up to the date of forthcoming Annual General Meeting. Notices under section 257 have been received in respect of their appointment as Directors on the Board.

Shri. Rajan R. Harivallabhdas, Shri. Dharmesh R. Harivallabhdas, Shri. Chinubhai R. Shah, Shri. Prafull Anubhai, Shri. Janak G. Nanavaty, Shri. Himanshu C. Patel and Shri. Naishadh I. Parikh have resigned from the directorship of the company w.e.f 01.04.2010. The board of directors wish to place on record their sincere appreciation for the valuable advice and guidance rendered by them during their tenure as directors.

New management is very optimistic and committed to lead the company to newer better growth and heights.

PERSONNEL :

All the employees have worked with zeal and enthusiasm and your Directors wish to express their sincere appreciation to all the employees for their support, co-operation and dedicated services.

PARTICULARS OF EMPLOYEES :

There was no employee drawing an annual salary of Rs. 24.00 lacs or more where employed for full year or monthly salary of Rs. 2,00,000/- or more where employed for part of the year and therefore, no information pursuant to the provisions of sub-section (2A) of Section 217 of The Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is required to be given.

Information as per Section 217(1)(e) read with Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 :

A. Conservation of Energy

(a) Energy Conservation measures taken:

The Company is conscious of the need to save energy. The energy conservation initiative programs such as optimization of boiler efficiencies, installation of proper pumps and motors and improvement in process efficiencies being driven at plant and the same have resulted in reduction in steam consumption and electricity consumption per ton of production.

(b) Additional investments and proposals, if any, being implemented for reduction of consumption of Energy:

Various steps and measures are being initiated to continuously improve on consumption of lignite, coal and electricity. Some of the major investments planed are putting up a splitter for reducing the time and increase the production without increasing the fuel cost.

(c) Impact of measures listed in (a) and (b) for reduction of energy consumption and consequent impact on the cost of production of goods:

Despite an increase in the production volume and increase in fuel prices the above mentioned energy saving initiatives have helped the company to reduce its utility cost by Rs 90.48 lacs in 2009-10 as compared with 2008-09

(d) Total energy consumption per unit of production as per prescribed Form A: As per annexure attached.

B. Technology Absorption

The Company has an on going program for upgradation of existing products, improvement in manu- facturing processes and product costs, import substitution and export promotion. This is done through constant interaction with employees, customers and vendors.

The Company continued experiment with process route and resultant finished products for use in hitherto untapped market and overall maximisation of earnings.

C. Foreign Exchange Earnings and outgo Foreign Exchange Earnings Rs. 9,98,09,996/- Foreign exchange utilised Rs. 59,63,213/-

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement of Section 217 (2AA) of the Companies Act with respect to Directors Respon- sibility Statement, the Directors hereby confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been fol- lowed alongwith proper explanation relating to material departures;

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year viz. March 31, 2010 and of the profit of the Company for that period;

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

(iv) that the Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE/ MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A Report on the Corporate Governance Code alongwith a certificate from the Auditors of the Company regarding the compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreements as also the Management Discussion and Analysis Report are annexed to this Report.

FIXED DEPOSITS :

The Company continued to accept the deposits. As on March 31, 2010, public deposits stood at Rs. 115.52 lacs. As on 31st March, 2010 there were unclaimed deposit aggregating to Rs. 60,000/-.

AUDITORS :

There is a proposal for appointment of M/s Jhaveri Shah & Co., Chartered Accountants, Ahmedabad as the auditors of the company in place of M/s Shah and Shah Associates, Chartered Accountants, Ahmedabad, who are retiring at the forthcoming Annual General Meeting and have expressed their inability to offer themselves for reappointment in the forth coming Annual General Meeting. We take this opportunity to appoint M/s Jhaveri Shah & Co., Chartered Accountants. We take this opportunity to thank M/s Shah and Shah Associates, Chartered Accountants, Ahmedabad, for their co-operation & understanding.

M/s Jhaveri Shah & Co., Chartered Accountants, Ahmedabad has conveyed that they are eligible for the appointment as Statutory Auditors and if they are appointed it will be in accordance with the limit specified in section (1 -B) of section 224 of the Companies Act, 1956.

ACKNOWLEDGMENTS :

Your Board of Directors wishes to express their sincere appreciation for the excellent support and co- operation by shareholders, vendors, customers, bankers and all other business associates.

For and on behalf of the Board, Ahmedabad

July 15, 2010

Utkarsh B. Shah Chairman