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Directors Report of Ion Exchange (India) Ltd.

Mar 31, 2023

Your Directors have pleasure in presenting the 59^th Annual Report and Accounts for the financial year ended 31^st March, 2023.

FINANCIAL RESULTS

The highlights of the financial results are as follows:

(INR in Lacs)
Particulars	Standalone		Consolidated
Particulars	Year ended March 2023	Year ended March 2022	Year ended March 2023	Year ended March 2022
Revenue from operations	189,216.59	1,50,936.23	198,960.93	1,57,686.77
Other Income	4,679.85	4,612.70	4,106.84	4,169.58
Earnings before interest, taxes, depreciation	27,970.70	24,309.06	29,605.52	25,490.31
Finance Cost	636.38	757.26	919.98	994.66
Depreciation and amortization expenses	2,796.52	2,678.23	2,908.67	2,804.27
Profit before taxation	24,537.80	20,873.57	25,776.87	21,691.38
Add: Share of profit/(loss) of equity accounted investee (net of income tax)		-	93.43	41.67
Less: Provision for taxation: Current tax Deferred tax	6,203.98 (137.86)	5,807.03 (354.31)	6,467.63 (93.96)	5,887.47 (323.19)
Profit after tax	18,471.68	15,420.85	19,496.63	16,168.77
Other comprehensive income (Net of Taxes)	(235.38)	(147.33)	(166.29)	(100.33)
Total Comprehensive income	18,236.30	15,273.52	19,330.34	16,068.44

OPERATIONS

During the financial year ended 31^st March, 2023, the net profit after tax of the company on standalone basis has increased to INR 18,471.68 Lacs as compared to previous year''s net profit after tax of INR 15,420.85 Lacs showing an improvement of 19.8 percent over the previous year on standalone basis. The Company has achieved a turnover of INR 1,892.17 crores as compared to INR 1,509.36 crores of the previous year.

DIVIDEND

At the Board Meeting held on May 26, 2023, the Board of Directors recommended dividend of INR 12.50 (125%) per equity share of face value of INR 10 each for the financial year ended March 31, 2023. Subsequently pursuant to the Shareholders'' approval, the Company sub-divided its equity shares from the face value of INR 10 per share to INR 1 per share w.e.f 12^th June, 2023 i.e. record date. Accordingly, the dividend per share stands adjusted to INR 1.25 (125%) per equity share to reflect post-split face value of INR 1 each.

FUTURE OUTLOOK

The overall outlook for the Indian Economy remains positive. However, geopolitical crisis slowing world demand, supply-chain re-orientation, global inflation and tight monetary policy conditions create downside risk to India''s growth projections of 6.5 percent.

Against these headwinds optimism is in order on the domestic inflation front which has already started softening and is

expected to moderate to 5 percent from 6.8 percent in the previous year. A good rabbi harvest would help cool food inflation. However, the risk to this optimism are tilted upwards, given the world meteorological organization''s prediction that El Nino warming effect is likely in the next couple of months affecting country''s rainfall and in turn hurt farm output. However, IMD''s prediction presents a better picture with respect to adequacy and spread of rainfall.

Global growth is expected to remain generally subdued. The slowing demand will likely push down the global commodity prices and improve India''s current account deficit in FY 2024 (<3 percent of GDP). The headwinds to India''s export linked sectors (both goods and services) will be due to global demand slow down, particularly the US and the European Union (EU) which dominate global trade and account for 42 percent of the global GDP.

In a recent study of CRISIL, 19 sectors such as Automobiles and Components, Hospitality, Food & Beverages, Dairy - all driven by domestic demand are expected to invest in capex aided by already favourable Cash-flows, robust Balance Sheets and capacity utilization. As many as 25 other sectors also showed favourable trends in their operating profit. These include some infrastructure sectors such as Renewable and Construction. Steel, Cement will continue to benefit from Central Government spending which is expected to increase by 30 percent in fiscal year 2024. Going forward, the drivers for pick-up in capex in the private sector will be strong domestic

demand and the Production Linked Incentive (PLI) Scheme in sectors such as Auto, Pharma, Textiles, Chemicals, Electronics, Renewables, Health Care and China-Plus-One derisking strategy of global measures. Softening of crude prices and critical raw materials like Copper, Aluminum, Steel is expected to increase the operating profit, reduction in working capital for most capex projects under execution thereby improving the profitability of the capital goods sectors. Thus, private capex is likely to pick up in fiscal year 2024, particularly in the second half in most of the above sectors. The Service sector which has benefitted from pent up demand, especially for Hospitality & Aviation, Business & Leisure, Transfer Travel is expected to log double-digit growth in FY 2024.

The key drivers to India''s economic growth (apart from private consumption) being capital investments, both by the government, the private sector and productivity increases. The later will be enhanced by digitalization together with efficiency - enhancing reforms to increase productivity. The Indian economy will continue to reap efficiency gains from past reforms such as GST and Insolvency and Bankruptcy Code (IBC).

Thus India''s GDP growth in FY 2023-24 is expected to be 6 percent and average 6.8 percent between fiscals 2024 and 2028, a TAD better than the pre-Pandemic five-year average of 6.7 percent during fiscals 2016-2020.

Strategy to ensure Business Continuity & Growth

Your Company has evolved a rational business strategy and activity plans based on macro and micro economic factors affecting the company''s growth with careful analysis of opportunities and threats in market/geographies it serves. The business continuity plans assesses risks to its ongoing business and future growth plans with its comprehensive risk management framework. It includes dynamic risk identification and mitigation through robust operational and internal controls and frequent reviews at apex levels.

The robustness of the process was never before experienced but during the Pandemic. Thus key learnings from the Pandemic to maintain business and continuity are integrated in business processes of the company even in the present vulnerable and uncertain global environment.

FINANCIAL RESOURCES Deposits

The Company has not accepted any deposits during the year, within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

Particulars of Loans, Guarantees or Investments

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

SUBSIDIARY COMPANIES

Aqua Investments (India) Ltd. and Watercare Investments (India) Ltd.

During the year ended 31^st March, 2023, the Subsidiary companies M/s. Aqua Investments (India) Limited posted profit

after tax of INR 31.99 Lacs compared to INR 31.90 Lacs of the previous year and M/s. Watercare Investments (India) Ltd. posted profit after tax of INR 24.05 Lacs compared to INR 23.99 Lacs of the previous year.

Ion Exchange Enviro Farms Limited (IEEFL)

During the year under review, the Company''s revenue was INR 157.17 Lacs as against INR 87.94 Lacs in the previous year.

Pursuant to the appeal filed in Supreme Court against the Securities Appellate Tribunal (SAT) order of 19^th March 2021 and based on legal advice, the Company appointed SEBI empaneled auditors to conduct Special Audit. This Special Audit Report along with additional affidavit was submitted to Supreme Court and after considering the Audit report and the Company''s submissions, Supreme court granted liberty to Company to approach Securities and Exchange Board of India (SEBI) with additional material. The Company has accordingly made a detailed representation to SEBI, with a request for reconsideration of SEBI''s earlier directions. The matter is now under consideration of SEBI.

Ion Exchange Asia Pacific Pte Ltd., Singapore and Ion Exchange Asia Pacific (Thailand) Ltd., Thailand and Pt Ion Exchange Asia Pacific, Indonesia

The Company achieved consolidated operating income of INR 1808.26 Lacs during the year under review as compared to INR 4782.97 Lacs in previous year. The Company made consolidated net profit after tax of INR 15.46 Lacs.

the Company had a healthy offer bank, some of the major orders could not be finalized during the current year due to various geo-economical factors which ultimately affected the invoices of the Company. However, we are confident that these orders will get finalized in the current year financial year and the company will be back on track in the coming year.

IEI Environmental Management [M] SDN.BHD, Malaysia

The Company achieved a turnover of INR 3.38 Lacs during the year under review.

The Company''s main activity is trading in water treatment equipments, water chemicals, resins and taking up projects of installing water treatment plants of any nature.

The process of restructuring the operations has been initiated by the Company and is progressing well. We are hopeful of completing the same in the coming year.

Ion Exchange Environment Management (BD) Limited, Bangladesh

The Company achieved turnover of INR 1213.83 Lacs during the year as compared to INR 1041.17 Lacs in the previous year. The Company made net profit after tax of INR 42.30 Lacs as compared to net profit after tax of INR 28.11 Lacs.

Bangladesh economy is one of the major growing developing economies. It has seen robust growth after the Pandemic with macro-economic stability and improvement in infrastructure and trade flows.

We are in the final stage of commissioning the Water Treatment & Waster Water Treatment Plants supplied to three Power Projects in Bangladesh. Once fully commissioned, the

Company will gain technical references in Power segment of the country.

Your Company is focusing on infrastructure projects of government and municipal authorities with a view to take advantage of growing investments in these segments. The Company continues its focus on Textile segment in Bangladesh.

Ion Exchange WTS (Bangladesh) Limited, Bangladesh

The Company is currently not in operation.

Ion Exchange & Co. LLC, Oman

The Company achieved a turnover of INR 2064.41 Lacs during the year under review compared to INR 1629.49 Lacs in the previous year. The Company made net profit after tax of INR 33.30 Lacs.

Oman economy is on recovery path after it witnessed slump due to Covid pandemic. This has helped the Company to show growth during the year under review and are hopeful that the Company will continue its growth trajectory in the coming years.

Ion Exchange LLC, USA

The Company achieved a turnover of INR 5361.17 Lacs for the year under review as compared to INR 5312.82 Lacs in the previous year. Net profit after tax improved from INR 377.27 Lacs in previous year to INR 392.58 Lacs in the current year.

After normalization of logistic issues, the Company is able to improve its performance & profitability during the current year and we are hopeful to continue our growth & profitability in the coming year.

Ion Exchange Projects and Engineering Limited

The Company achieved a turnover of INR 3978.34 Lacs for the year under review as against INR 2462.43 Lacs in previous year.

The Company achieved profit after tax of INR 761.90 Lacs for the year as against loss of INR 13.89 Lacs in the previous year.

The Company provides project Management services and design services to the parent company for its ongoing contracts.

Company has shown improved performance due to revenue growth in the Engineering segment of the Parent Company. Commercial closings of the old projects also helped the Company to improve the margins.

During the year under review, the Board has approved the Scheme of Amalgamation of Ion Exchange Projects and Engineering Limited (Subsidiary Company) with Ion Exchange (India) Limited. After SEBI approval the Company will seek NCLT approval for the proposed Amalgamation.

Global Composites and Structurals Limited

The Company achieved a turnover of INR 454.58 Lacs for the year under review as compared to INR 668.36 Lacs for the previous year.

The Company is in the business of providing integrated engineering services across the life cycle of a project and has expertise in the manufacture of RO pressure tubes, FRP tanks and electrical panels for water treatment industries.

The Company achieved a turnover of INR 1266.77 Lacs for the year under review, as against INR 363.32 Lacs for the previous year.

The Company achieved Net Profit after Tax of INR 254.72 Lacs as compared to the previous year''

The Company is in the business of providing advanced environmental solutions and services for industrial, infrastructure and municipal applications.

During the year under review, the Board has approved the scheme of Amalgamation of Global Composites and Structurals Limited and Ion Exchange Environment Management Limited (wholly owned subsidiaries) with Ion Exchange (India) Limited. The Company will seek NCLT approval for the proposed Amalgamation.

Ion Exchange Safic (Pty) Limited, South Africa

The Company achieved a turnover of INR 2000.89 Lacs during the year under review as compared to INR 1408.28 Lacs in the previous year registering a growth of 42 percent. The Company made a net profit after tax of INR 66.77 Lacs for the year as compared INR 131.85 Lacs in the previous year.

The Company is a Joint venture Company set up in South Africa with Safic (Pty) Ltd. Despite of low GDP growth and weakening of South African currency, your Company has grown by 42% with its continued focus on Engineering, Chemical and Membrane business. We are confident of continued growth in the coming year as during the last quarter of F.Y 2022-23 South African GDP has shown marginal improvement.

Ion Exchange Arabia For Water

The Company achieved a turnover of INR 721.54 Lacs during the year under review compared to INR 644.46 Lacs in previous year. Relaxation of Covid -19 restrictions has enable the Company to marginally improve its turnover. The Company is hopeful of improving its performance in the coming financial year.

Total Water Management Services (India) Ltd.

The Company achieved a turnover of INR 31.15 Lacs for the year under review, as against INR 67.22 Lacs for the previous year.

The Company is in the business of providing total water management consultancy across the spectrum.

Ion Exchange Purified Drinking Water Pvt. Ltd.

The Company achieved a turnover of INR 1874.45 Lacs for the year under review, as against INR 1094.37 Lacs for the previous year.

The Company achieved Net Profit after Tax of INR 238.53 Lacs as compared to the previous year''s Profit after Tax of INR 3.09 Lacs.

The Company is set-up as a special purpose vehicle to implement PPP (Public Private Partnership) project for bottle water supply to Indian Railway Catering and Tourism Corporation Limited (IRCTC).

The Company achieved a turnover of INR 1188.68 Lacs for the year under review. The Company achieved Net Profit after Tax

of INR 97.87 Lacs.

During the year under review, the name of the Company was changed from IEI Total Water Management LDA to Ion Exchange Europe, LDA.

To cater to the needs of the European Market, your Company has incorporated a Subsidiary company in Portugal

AMALGAMATION:

Amalgamation of Global Composites and Structurals Limited and Ion Exchange Environment Management Limited with Ion Exchange (India) Limited

During the year under review, the Board of Directors of the Company (''Board''), at its meeting held on February 3, 2023, approved the Scheme of Amalgamation of Global Composites and Structurals Limited (''GCSL'') and Ion Exchange Environment Management Limited (''IEEML'') with Ion Exchange (India) Limited (''IEIL''). GCSL & IEEML are wholly owned subsidiaries of the Company and upon the Scheme coming into effect, the entire paid-up share capital of GCSL and IEEML shall stand cancelled. The Scheme is pending approval before the Hon''ble National Company Law Tribunal, Mumbai Bench. The amalgamation is also subject to approval from other regulatory/ governmental authorities.

Amalgamation of Ion Exchange Projects and Engineering Limited with Ion Exchange (India) Limited

During the year under review, the Board of Directors of the Company (''Board''), at its meeting held on March 23, 2023, approved the Scheme of Amalgamation of Ion Exchange Projects and Engineering Limited (''IEPEL'') with Ion Exchange (India) Limited (''IEIL''). IEPEL is an unlisted subsidiary of the Company. The Board has recommended a share exchange ratio of 214 fully paid-up equity shares of nominal value of INR 1/- each of the Company for every 6,360 fully paid-up equity shares of nominal value of INR 10/- each held by the shareholders of IEPEL. As part of the Scheme, the equity shareholding of the Company in IEPEL shall stand cancelled. The Company has filed the application with the National Stock Exchange of India Limited and BSE Limited for obtaining their No Objection. The amalgamation is subject to approval of the shareholders, NCLT and other regulatory/governmental approvals

ASSOCIATE AND JOINT VENTURE COMPANIES

A statement as required under Section 129 of the Companies Act, 2013, is attached to the Annual Report in form AOC - 1.

DIRECTORS

Pursuant to the recommendation of Nomination and Remuneration Committee, the Board of Director have, on July 26, 2023, approved the appointment of Mr. Sanjay Joshi (DIN : 01656787) as an Additional Director in the capacity of Independent Director, subject to the approval of the shareholders of the company. Necessary Resolution for his appointment is being placed for the approval of shareholders as part of the notice of the 59^th AGM.

Mr. M.P. Patni, Director of the company, retires by rotation and being eligible has offered himself for re-appointment.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulations 16(1)(b) & 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

BOARD PERFORMANCE EVALUATION

Pursuant to the provisions of the Section 149 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Board has carried out an annual performance evaluation of its own performance, the directors individually, as well as the evaluation of the working of its Committees. The evaluation was done after taking into consideration the criteria laid down by Nomination and Remuneration committee. The criteria for evaluation included participation in deliberations, specific contributions made, compliance with company''s code of conduct, carrying out assigned tasks in timely and efficient manner and planning and formulating the company''s strategies. The performance evaluation of Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman, non- independent Directors and the Board and its Committees was carried out by Independent Directors. The Board of Directors expressed satisfaction with the evaluation process.

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

- In the preparation of the annual accounts for the year ended 31 ^st March, 2023, the applicable accounting standards have been followed along with proper explanation given relating to material departures, if any;

- Appropriate accounting policies have been selected and applied consistently and judgments and estimates were made that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

- Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities have been taken to the best of their knowledge;

- The annual accounts have been prepared for the financial year ended 31^st March, 2023 on a going concern basis.

- Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

- The directors have devised proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

KEY MANAGERIAL PERSONNEL

The Company has following persons as Key Managerial

Personnel.

Sr. No.	Name of the Person	Designation
1	Mr. Rajesh Sharma	Chairman & Managing Director
2	Mr. Vasant Naik	Chief Financial Officer
3	Mr. Milind Puranik	Company Secretary

NUMBER OF MEETINGS OF THE BOARD

The details of number of meetings of the Board held during the financial year 2022-23 forms part of the Corporate Governance Report.

WHISTLE BLOWER POLICY

The Company has a whistle blower policy to report genuine concerns or grievances. The Whistle Blower Policy has been posted on the website of the Company (www.ionexchangeglobal. com)

RELATED PARTY TRANSACTIONS

All transactions entered with related parties for the year under review were on arm''s length basis and in the ordinary course of business and that the provisions of section 188 of the Companies Act, 2013 are not attracted. Further, there are no material related party transactions under review with the promoters, directors or key managerial personnel. The Company has developed a related party transactions framework through standard operating procedures for the purpose of identification and monitoring of such transactions.

As per the policy on Related Party Transactions, the Audit Committee granted omnibus approval for the transactions which are repetitive in nature. The related party transactions were placed before the Audit Committee and the Board on quarterly basis for review, pursuant to omnibus approval.

The policy on related party transactions as approved by the board of directors has been uploaded on the website of the company. The web link of the same has been provided in the corporate governance report. None of the directors has any pecuniary relationship vis-a-vis the Company

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be

provided upon request. In terms of Section 136 of the Companies Act, 2013 the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

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

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

QUALITY INITIATIVES

Your company places quality at the forefront of its products & services. All of your Company''s manufacturing and service divisions including support functions like technology and corporate communications are certified for ISO 9001:2015 Quality Management System. The internal quality norms are constantly reviewed to ensure that our products meet the required standards. The quality of material received is also regularly monitored to ensure that it meets the quality standards as per the requirements of your Company''s products. The focus on process excellence through ''Lean Six Sigma'' is aimed to deliver high quality solutions to customers and create new benchmark.

Your Company''s manufacturing facilities i.e. Resins at Ankleshwar, Gujarat; Chemicals at Patancheru, Telangana and Membrane at Goa are certified for ISO 14001:2015 Environmental Management System. In addition, the Resins manufacturing facility has obtained renewed certificates for WHOGMP, WQA-Gold seal; Kosher, Halal, EU and Canadian Health, GMP (Good Manufacturing Practice), GLP (Good Laboratory Practice). The Chemical manufacturing facility at Patancheru is also certified for ISO 45001:2018 Occupational Health and Safety Management System. The chemical facility has also obtained renewed certificates for Kosher, Halal and NSF/ANSI 60. The membrane manufacturing facility at Goa is also NSF certified.

Your Company''s R&D Laboratories at Patancheru and Vashi are certified by DSIR and the Laboratory at Bangalore by NABL. Further, one of your Company''s service site at Bhatinda has also got its certificate for ISO 45001:2018 Occupational Health and Safety Management System renewed.

Your Company remains focused on enhancing the quality, efficiency and effectiveness of its business process to deliver best-in-class performance.

AUDITORS Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules framed thereunder, M/s. B S R & Co. LLP, Chartered Accountants (Reg No. 101248W/W-100022), were appointed as statutory auditors of the Company for a period of four years from the conclusion of the Fifty-Sixth Annual General Meeting (AGM) of the Company held on September 22, 2020 till the conclusion of the Sixtieth AGM to be held in the year 2024. Consequent to amendment to Companies Act, 2013, ratification of Statutory Auditor''s appointment is not required at every Annual General Meeting.

Branch Auditors

The Branch Auditors, M/s. Angadi & Co., appointed to conduct Audit of Ion Exchange Services [A division of Ion Exchange (India) Limited], Bengaluru, hold office until the conclusion of this meeting and are eligible for appointment. Pursuant to the provisions of section 139 and 143(8) of the Companies Act 2013 and rules framed there under, it is proposed to appoint M/s. Angadi & Co., as branch auditors of the Company from the conclusion of forthcoming AGM till the conclusion of next AGM.

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its Chemicals, Membranes and Standard water treatment plants manufacturing activity are required to be audited. Your Directors on the recommendation of the Audit Committee, appointed M/s. Kishore Bhatia & Associates to audit the cost accounts of the Company for the financial year ending 31^st March, 2023. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member''s ratification for the remuneration payable to M/s. Kishore Bhatia & Associates, Cost Auditors is included in the Notice convening the Annual General Meeting.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013 (The Act), read with the Companies (Accounts) Rules, 2014, SEBI (Listing Regulations) and Ind AS 110 - Consolidated Financial Statements and Ind AS 28 - Investment in Associates and Joint Venture - the audited consolidated financial statements are provided in this report.

The consolidated financial statements have been prepared on the basis of the audited financial statements of the company, its Subsidiaries, Joint Venture and Associate companies, as approved by their Board of Directors.

The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies are placed on Company''s website and the same are open for inspection at the Registered Office of the Company.

CORPORATE GOVERNANCE

A report on Corporate Governance as required under Regulation 34 of Listing Regulations read with Schedule V (Part C) forms part of this annual report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Report on Management discussion and analysis as required under Regulation 34 of Listing Regulations forms part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Business Responsibility and Sustainability Report as required under Regulation 34 of Listing Regulations read with Schedule V (Part B) forms part of this Annual Report.

ANNUAL RETURN

The annual return of the Company as required under the Companies Act, 2013 will be available on the website of the Company (www.ionexchangeglobal.com).

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. GMJ & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as âAnnexure Iâ.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As a part of its initiative under the âCorporate Social Responsibilityâ (CSR) drive, the Company has undertaken projects in the areas of environment, education and safe drinking water. These projects are in accordance with Schedule VII of the Companies Act, 2013 and the Company''s CSR Policy. The Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as âAnnexure IIâ forming part of this report.

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

Information in accordance with Section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014 and forming part of this Report for the year ended 31^st March, 2023 is given in âAnnexure IIIâ.

ACKNOWLEDGEMENTS

Your Board conveys its deep appreciation of the co-operation extended by customers, suppliers, banks, financial institutions, contribution made by employees for the company''s growth, shareholders and deposit holders.

On behalf of the Board of Directors

Rajesh Sharma

Chairman & Managing Director

Mumbai

Date: 26^th July, 2023

Mar 31, 2022

Directors have pleasure in presenting the 58^th Annual Report and Accounts for the year ended 31^st March, 2022. FINANCIAL RESULTS

The highlights of the financial results are as follows:

(INR in Lacs)
Particulars	Standalone		Consolidated
	Year ended March 2022	Year ended March 2021	Year ended March 2022	Year ended March 2021
Revenue from operations	1,50,936.23	1,40,176.56	1,57,686.77	1,44,951.95
Other Income	4,612.70	3,677.82	4,169.58	3,308.80
Earnings before interest, taxes, depreciation	24,309.06	23,191.13	25,490.31	23,538.87
Finance Cost	757.26	989.60	994.66	1,260.82
Depreciation and amortization expenses	2,678.23	2,613.97	2,804.27	2,767.47
Profit before taxation	20,873.57	19,587.56	21,691.38	19,510.58
Add: Share of profit/(loss) of equity accounted investee (net of income tax)	-	-	41.67	(6.99)
Less: Provision for taxation:
Current tax	5,807.03	5,385.00	5,887.47	5,631.16
Deferred tax	(354.31)	(395.00)	(323.19)	(459.97)
Profit after tax	15,420.85	14,597.56	16,168.77	14,332.40
Other comprehensive income (Net of Taxes)	(147.33)	95.20	(100.33)	(27.09)
Total Comprehensive income	15,273.52	14,692.76	16,068.44	14,305.31

exports leading economic recovery achieving 113 percent of its pre-pandemic level. Foreign investment (FIIs) in the economy was lower as compared to the previous year because of higher base effect of the previous year. These demand side drivers are expected to continue growing based on policy initiative of the government (PLI) and India''s own initiative to bolster exports to meet surge in global spending and China plus strategy of importing nations.

A spike in global commodity prices, especially of oil and coal in the wake of geopolitical tension; on top of rising domestic consumption of these commodities has the possibility of the country''s Current Account Deficit (CAD) to more than double to 3 percent in FY 2022-23. Also, despite FDI outflows, a phenomenon experienced by all G20 countries, the pruned capital account surplus this year is expected to be USD 60-65 billion. The rupee has fallen by 8 percent to breach the 80 to the dollar mark amid an unprecedented surge in the world''s reserve currencies. It has fared relatively better than the currencies of most emerging market economies despite the global rush for dollar backed assets, global monetary policy tightening, geopolitical situation and elevated commodity prices. Thus, the country''s external sector vulnerability will not be a concern for alarm unless the global situation takes a sharp turn for the worse. This is also because of strong fundamentals (manufacturing/ service PMIs, IIP index, corporate profitability), recovery from the

OPERATIONS

During the financial year ended 31^st March, 2022, the net profit after tax of the company on standalone basis has increased to INR 15,420.85 Lacs as compared to previous year''s net profit after tax of INR 14,597.56 Lacs showing an improvement of 5.64 percent over the previous year on standalone basis. The Company has achieved a turnover of INR 1,509.36 crores as compared to INR 1,401.76 crores of the previous year.

DIVIDEND

The Directors are pleased to recommend a dividend of INR 10/-[100%] per equity share for the financial year ended 31^st March, 2022.

FUTURE OUTLOOK

India''s economy witnessed a V-shaped recovery with 8.7 percent growth in real GDP for FY 2021-22. All the leading macro-economic indicators, the Business Expectations Survey of RBI and a good monsoon forecast indicates continuous recovery of the economy in FY 2022-23.

The corporate results and RBI data on 3000 companies for FY 2021-22 shows increase in corporate sales, profitability despite volatility in input costs and improved capacity utilization. Manufacturing appears to have responded to the PLI scheme recovering 109 percent of its pre-pandemic GVA level with

pandemic and consequent reduction in government spending on social causes and in turn increased spending on infrastructure. The government has said that despite elevated inflationary pressures in the economy, it will not trim its capital expenditure plans. The multiplier effect of government spending along with capacity additions in Greenfield and Brownfield projects is expected to result in increase in Gross Fixed Capital Formation (GFCF), in comparison to the previous year. Already, the GFCF in Q4 of FY 2021-22 is 33.6 percent, the highest in last nine quarters. Also, investment data from CMIE shows that new investment proposal in Q4 FY 2021-22 witnessed a significant uptick to INR 5.0 trillion from an average of INR 3.1 trillion in the preceding three quarters of FY 2021-22.

FINANCIAL RESOURCES Fixed Deposits

The Company has not accepted any deposits during the year, within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

Particulars of Loans, Guarantees or Investments

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

SUBSIDIARY COMPANIES

Aqua Investments (India) Ltd. and Watercare Investments (India) Ltd.

During the year ended 31^st March, 2022, the Subsidiary companies M/s. Aqua Investments (India) Limited posted profit after tax of INR 31.90 Lacs compared to INR 16.06 Lacs of the previous year and M/s. Water Care Investments (India) Ltd. posted profit after tax of INR 23.99 Lacs compared to INR 12.90 Lacs of the previous year.

Ion Exchange Enviro Farms Limited (IEEFL)

During the year under review, the Company''s revenue was INR 87.94 Lacs as against INR 57.71 Lacs in the previous year. The sale of organic goods was affected due to the impact of Covid -19 pandemic in the country resulting in lower turnover for the company.

Pursuant to the appeal filed in Supreme Court against the Securities Appellate Tribunal (SAT) order of 19^th March 2021 and based on legal advice, the Company appointed SEBI empaneled auditors to conduct Special Audit. This Special Audit Report along with additional affidavit was submitted to Supreme Court and after considering the Audit report and the Company''s submissions, Supreme court granted liberty to Company to the approach Securities and Exchange Board Of India (SEBI) with additional material. The Company has accordingly made a detailed representation to SEBI, with a request for reconsideration of SEBI''s earlier directions. The matter is now under consideration of SEBI.

Ion Exchange Asia Pacific Pte Ltd., Singapore and Ion Exchange Asia Pacific (Thailand) Ltd., Thailand and Pt Ion Exchange Asia Pacific, Indonesia

The Company achieved consolidated operating income of INR 4782.97 Lacs during the year under review as compared to INR 1981.84 Lacs in previous year registering a growth of 141%. The Company made consolidated net profit after tax of INR 206.40 Lacs.

There was healthy order inflow during the year and the Company has good order backlog. Order execution improved during the year resulting in better performance. The Company also has a good offer bank for the coming year. With warehousing facility operational, The Company is able to cater to local demand for assembled equipment in South East Asia. Local warehouse gives an edge over competitors in stock & sale of Resins & Chemicals.

In contrast, the growth of world economy (output) appears to be stalling with the composite PMI of the US, UK, Euro zone declining appreciably in first two months of the financial year 2022-23. As forecasts of real GDP growth across economies drop at regular intervals during the course of the year due to elevated inflation, tightening of monetary and fiscal policies to rein-in inflation from demand side, in so far as they are able to smother pent up demand and roll back of Covid-19 relief packages. From the supply side, trade disruptions, export bans and resulting surge in commodity prices will fuel inflation as long as geopolitical crisis persists.

The global future outlook can be widespread stagflation. India, however, is at low risk owing to its prudent stabilization policies led by RBI and Government''s timely intervention as already experienced by raising repo rates to withdraw excess liquidity from the economy to tone inflation, hike in import duty of gold and reduction in excise duties on petrol, diesel, etc. Further, upsides to stability of oil prices to double digit number/barrel, softening of edible oil prices due to Indonesia withdrawing the ban and timely arrival of south-west monsoon in the country augur well for the country''s GDP growth aided by decline in retail inflation during the year.

In summary, as the global outlook for real GDP growth faces headwinds for its growth due to rising commodity prices, supply-chain bottlenecks and faster than expected withdrawal of monetary benefits; India, with its revised GDP growth projection of 7.5 percent in FY 2022-23 remains considerably higher than most advanced and emerging economies.

Strategy to ensure Business Continuity & Growth

Your Company has evolved a rational business strategy based on current and future outlook. Key learnings from the pandemic, namely digitalization of processes, cost optimization, cash flow management etc. for managing businesses more efficiently are integrated in its strategic planning process for growth.

Your Company remains focused by offering segment-specific solutions to meet the customers total water and environment management requirements through a single window concept, thereby increasing its market penetration and business volumes by catering to all requirements of the customer. Further, your Company aims to increase its market share and profitability through new market development and new product development initiatives.

IEI Environmental Management [M] SDN.BHD, Malaysia

The Company achieved a turnover of INR 71.70 Lacs during the year under review.

The Company''s main activity is trading in water treatment equipments, water chemicals, resins and taking up projects of installing water treatment plants of any nature.

The process of restructuring the operations initiated by the Company was affected due to Covid pandemic.

Ion Exchange Environment Management (BD) Limited, Bangladesh

The Company achieved turnover of INR 1041.17 Lacs during the year as compared to INR 921.75 Lacs in the previous year. The Company made net profit after tax of INR 28.11 Lacs as compared to loss of INR 10.26 Lacs.

Bangladesh economy has been growing in last couple of years. They have planned many Infrastructure Projects in WTP & WWTP We will be commissioning the WTP & WWTP supplied to three Power Projects in Bangladesh in the coming year which augurs well for the Company in the highly growing power segment of the country. The Company will also continue its focus on Textile segment in Bangladesh.

Ion Exchange WTS (Bangladesh) Limited, Bangladesh

The Company is currently not in operation.

Ion Exchange & Co. LLC, Oman

The Company achieved a turnover of INR 1629.49 Lacs during the year under review compared to INR 1800.87 Lacs in the previous year. The Company made net profit after tax of INR 49.58 Lacs.

During the year, the performance of the Company was affected due to lingering post covid pandemic effects. With Oman economy recovery being broad based we are hopeful that the Company will return to a growth trajectory.

Ion Exchange LLC, USA

The Company achieved a turnover of INR 5312.82 Lacs for the year under review as compared to INR 5092.10 Lacs in the previous year. Net profit after tax improved from INR 211.87 Lacs in previous year to INR 377.27 Lacs in the current year.

The Company''s performance would have been much better but for challenges faced during the year on account of logistic issues like increase in freight costs, availability of containers etc. With normalization of logistic issues the Company is confident of higher growth in the coming year.

Ion Exchange Projects and Engineering Limited

The Company achieved a turnover of INR 2462.43 Lacs for the year under review as against INR 3606.12 Lacs in previous year.

The Company provides project Management services and design services to the parent company for its ongoing contracts.

Global Composites and Structurals Limited

The Company achieved a turnover of INR 668.36 Lacs for the year under review as compared to INR 457.72 Lacs for the previous year.

Ion Exchange Safic (Pty) Limited, South Africa

The Company achieved a turnover of INR 1408.28 Lacs during the year under review as compared to INR 905.58 Lacs in the previous year registering a growth of 56 percent. Also, the Company made a net profit after tax of INR 131.85 Lacs for the year as compared INR 10.46 Lacs in the previous year.

The Company is a Joint venture Company set up in South Africa with Safic (Pty) Ltd. which is a part of Accentuate Group. South African economy is slowly recovering from effects of the Covid pandemic and the Company is hopeful of continuing its good performance in coming year.

Ion Exchange Arabia For Water

The Company achieved a turnover of INR 644.46 Lacs during the year under review compared to INR 260.91 Lacs in previous year. With easing out of Covid -19 related restrictions in the country, the Company is hopeful of improving its performance in the coming financial year.

Total Water Management Services (India) Ltd.

The Company achieved a turnover of INR 67.22 Lacs for the year under review, as against INR 14.28 Lacs for the previous year.

The Company is in the business of providing total water management consultancy across the spectrum.

Ion Exchange Purified Drinking Water Pvt. Ltd.

With railway operations slowly returning to normalization, the turnover increased from INR 407.44 Lacs to INR 1094.37 Lacs.

The performance of the Company was affected in the previous year considering the low off take by IRCTC for bottled water due to Covid-19 related restrictions. However, the Company returned to profitability in the year under review as the situation is normalizing.

The Company is set-up as a special purpose vehicle to implement PPP (Public Private Partnership) project for bottle water supply to Indian Railway Catering and Tourism Corporation Limited (IRCTC).

Ion Exchange Environment Management Limited

The Company achieved a turnover of INR 363.32 Lacs for the year under review. The turnover of the Company was mainly affected due to the impact of Covid -19 pandemic in the country.

The Company is in the business of providing advanced environmental solutions and services for industrial, infrastructure and municipal applications.

IEI TOTAL WATER MANAGEMENT, LDA

To cater to the needs of the European Market, your Company has incorporated a Subsidiary company in Portugal namely, IEI Total Water Management, LDA.

Since it is newly incorporated company, the operations of the Company have not started yet.

â¢ Appropriate accounting policies have been selected and applied consistently and judgments and estimates were made that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

â¢ Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities have been taken to the best of their knowledge;

â¢ The annual accounts have been prepared for the financial year ended 31 ^st March, 2022 on a going concern basis.

â¢ Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

â¢ The directors have devised proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

KEY MANAGERIAL PERSONNEL

The Company has following persons as Key Managerial

Personnel.

Sr. Name of the Designation

No. Person

1 Mr. Rajesh Sharma Chairman & Managing Director

2 Mr. N.M. Ranadive Chief Financial Officer

3 Mr. Milind Puranik Company Secretary

ASSOCIATE AND JOINT VENTURE COMPANIES

A statement as required under Section 129 of the Companies Act, 2013, is attached to the Annual Report in form AOC - 1.

DIRECTORS

Pursuant to the recommendation of Nomination and Remuneration Committee, the Board of Directors have, on August 2, 2022, approved the appointment of Mr. David Rasquinha (DIN: 01172654) as an Additional Director in the capacity of Independent Director, subject to approval of the shareholders of the Company. Necessary resolution for his appointment is being placed for the approval of shareholders as part of the notice of the 58^th AGM.

Mr. M.P Patni, Director of the company, retires by rotation and being eligible has offered himself for re-appointment.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations.

BOARD PERFORMANCE EVALUATION

Pursuant to the provisions of the Section 149 Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually, as well as the evaluation of the working of its Committees. The evaluation was done after taking into consideration the criteria laid down by Nomination and Remuneration committee. The criteria for evaluation included participation in deliberations, specific contributions made, compliance with company''s code of conduct, carrying out assigned tasks in timely and efficient manner and planning and formulating the company''s strategies. The performance evaluation of Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman, non- independent Directors and the Board was carried out by Independent Directors. The Board of Directors expressed satisfaction with the evaluation process.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

â¢ In the preparation of the annual accounts for the year ended 31^st March, 2022, the applicable accounting standards have been followed along with proper explanation given relating to material departures, if any;

NUMBER OF MEETINGS OF THE BOARD

The details of number of meetings of the Board held during the financial year 2021-22 forms part of the Corporate Governance Report.

WHISTLE BLOWER POLICY

The Company has a whistle blower policy to report genuine concerns or grievances. The Whistle Blower Policy has been posted on the website of the Company (www.ionexchangeglobal.com)

RELATED PARTY TRANSACTIONS

As per the policy on Related Party Transactions, the Audit Committee granted omnibus approval for the transactions

which are repetitive in nature. The related party transactions were placed before the Audit Committee and the Board on quarterly basis for review, pursuant to omnibus approval.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

QUALITY INITIATIVES

In your Company, all manufacturing establishments and support functions like technology, services, corporate communications are certified for the ISO 9001:2015 Quality Management System. Your Company strives to benchmark and continuously improve its operations, processes and documented procedures by undertaking quality improvement programs like ''Lean Six Sigma'' etc.

Your Company''s facilities for manufacturing Resins at Ankleshwar - Gujarat, Chemicals at Patancheru and Membranes at Goa are certified for ISO14001:2015 Environmental Management System. During the year, the Resins manufacturing facility obtained renewed certificates for WQA-Gold seal; Kosher, Halal, EU, Canadian Health, WHOGMP, GMP (Good Manufacturing Practice) and GLP (Good Laboratory Practice). Your Company''s Chemical manufacturing facility at Patancheru is certified for Occupational Health and Safety Management System namely ISO 45001:2018. The facility also obtained renewed certificates for Kosher, Halal and NSF/ANSI 60.

Your Company''s R&D Laboratories at Patancheru and Vashi are certified by DSIR and the Laboratory at Bengaluru by NABL. Further, during the year, one of your Company''s service site''s at Bhatinda was also certified for Occupational Health and Safety Management System namely ISO 45001:2018.

AUDITORS

Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the

rules framed thereunder, M/s. B S R & Co. LLP, Chartered Accountants (Reg No. 101248W/W-100022), were appointed as statutory auditors of the Company for a period of four years from the conclusion of the Fifty-Sixth Annual General Meeting (AGM) of the Company held on September 22, 2020 till the conclusion of the Sixtieth AGM to be held in the year 2024. Consequent to amendment to Companies Act, 2013, ratification of Statutory Auditor''s appointment is not required at every Annual General Meeting.

Branch Auditors

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its Chemicals, Membranes and Standard water treatment plants manufacturing activity are required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed M/s. Kishore Bhatia & Associates to audit the cost accounts of the Company for the financial year ending 31^st March, 2022. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member''s ratification for the remuneration payable to M/s. Kishore Bhatia & Associates, Cost Auditors is included in the Notice convening the Annual General Meeting.

CONSOLIDATED FINANCIAL STATEMENTS

CORPORATE GOVERNANCE

A report on Corporate Governance as required under Regulation 34 of Listing Regulations read with Schedule V (Part C) forms part of this annual report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Report on Management discussion and analysis as required under Regulation 34 of Listing Regulations forms part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report as Required Under Regulation 34 of Listing Regulations read with Schedule V (Part B) forms part of this Annual Report.

ANNUAL RETURN

The annual return of the Company as required under the Companies Act, 2013 will be available on the website of the Company (www.ionexchangeglobal.com).

SECRETARIAL AUDIT

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As a part of its initiative under the âCorporate Social Responsibilityâ (CSR) drive, the Company has undertaken

projects in the areas of environment, education and safe drinking water. These projects are in accordance with Schedule VII of the Companies Act, 2013 and the Company''s CSR Policy. The Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as âAnnexure IIâ forming part of this report.

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

ACKNOWLEDGEMENTS

On behalf of the Board of Directors

Rajesh Sharma

Chairman & Managing Director

Mumbai

Date: 2^nd August, 2022

Mar 31, 2018

The Directors have pleasure in presenting the 54^thAnnual Report and Accounts for the year ended 31^st March, 2018.

FINANCIAL RESULTS

The highlights of the financial results are as follows:

	Year ended March 2018 (Rs. in lacs)	Year ended March 2017 (Rs. in lacs)
Profit before tax	7,283	7,130
Less: Tax expenses
Current tax	2,195	2,445
Deferred tax	313	(15)
Profit after tax	4,775	4,700
Add: Other Comprehensive income
(i) Items that will not to be reclassified to Profit or Loss	(27)	(56)
(ii) Income Tax relating to items that will not be reclassified to Profit or Loss	9	19
Other Comprehensive Income (Net of Tax)	(18)	(37)
Total Comprehensive Income for the year	4,757	4,663

OPERATIONS

During the financial year ended 31^st March, 2018, the net profit after tax of the company has increased to Rs. 4,775 lacs, as compared to previous year''s net profit after tax of Rs. 4,700 lacs. The turnover of the Company increased to Rs. 994 crores as compared to Rs. 963 crores of the previous year.

DIVIDEND

The Directors are pleased to recommend a dividend of Rs. 3.50 [35%] per equity share for the financial year ended 31^st March, 2018.

FUTURE OUTLOOK

On the economic policy front, the effects of demonetisation that spilled into FY 2018 and introduction of the Goods and Services Tax (GST) - the biggest tax reform since independence, had a substantial impact in 2018. While these transformations resulted in temporary disruptions, they were necessary for a robust sustainable growth.

The International Monetary Fund (IMF) remains bullish on India''s growth potential for the coming fiscal and has projected its GDP forecast for FY 2019 at 7.3%. Corporate India across sectors has started equipping itself for growth as their capacity utilisation is rising and likely to accelerate in 2019.

The growth in the performance of the manufacturing and construction sectors post demonetisation and GST will have a positive impact on the demand for water, wastewater treatment and solid waste management in India. Government directive promoting sustainability makes it mandatory to recycle and reuse wastewater. This policy enforces establishment of wastewater treatment plants in some of the key areas and large residential complexes followed by the subsequent reuse of treated wastewater in the city''s industrial belt. Directives such as these are a big propellant for the waste water management industry in our country.

The ''Swachh Bharat Abhiyan'' and ''Namami Gange'' projects are expected to gain momentum after course corrections. Similarly, initiatives by the government such as the ''Smart Cities Mission'' and the ''Rural Water Supply and Sanitation (RWSS)'' project will create opportunities for your company.

Climate change and its effect put water resources under tremendous pressure. This is amplified by the high water requirements and consumption patterns in urban India which generates the demand for alternative water resources. Your company continues to lead with its technologically superior solutions to meet this demand by treating seawater, sewage and industrial waste where it has set up impressive references.

As India envisages a paradigm shift from the linear to the circular economy, your company is poised to take advantage of the opportunities presented by the ensuing policy amendments. With a robust portfolio of offerings in the water, waste water management and solid waste management industry, a strong customer-centric outlook and a strategic mindset, your company is confident to maintain its leadership position in water industry.

FINANCIAL RESOURCES Fixed Deposits

The Company has not accepted any deposits during the year, within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

Particulars of Loans, Guarantees or Investments

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

SUBSIDIARY COMPANIES

Aqua Investments (India) Ltd. and Watercare Investments (India) Ltd.

During the year ended 31^st March, 2018, the Subsidiary companies M/s. Aqua Investments (India) Limited posted profit after tax of Rs. 17.93 lacs compared to Rs. 14.19 lacs of the previous year and M/s. Water Care Investments (India) Ltd. posted profit of Rs. 11.94 lacs compared to Rs. 10.65 lacs of the previous year.

Ion Exchange Enviro Farms Limited (IEEFL)

The Company achieved a turnover of Rs. 69.40 lacs during the year under review as against Rs. 71.02 lacs in the previous year.

During the pending appeal at Securities Appellate Tribunal (SAT) against SEBI, the Company has submitted additional affidavit containing details of investors exited from the scheme by sale of their lands to third parties. Appeal cites practical difficulties in implementation of SEBI Order for formal closure of the Scheme as most of the investors have already received their lands / refund as per the agreement. Appeal is expected to be taken up for a final hearing shortly.

Ion Exchange Asia Pacific Pte Ltd., Singapore and Ion Exchange Asia Pacific (Thailand) Ltd., Thailand and PT Ion Exchange Asia Pacific, Indonesia

The Company achieved a consolidated turnover of Rs. 842.45 lacs for the year under review.

During the year economic uncertainties in the region continued. The Company has also initiated process of restructuring its operations in this region which has resulted in reduction of losses.

IEI Environmental Management [M] SDN.BHD, Malaysia

The Company achieved a turnover of Rs. 8.51 lacs for the year under review.

The Company''s main activity is trading in water chemicals, resins and taking up projects of installing water filtration plants of any nature. The Company has been established with a view of facilitating operations in Malaysia and is a strategic investment which would be crucial for increasing the overall exports to the country.

Ion Exchange Environment Management (BD) Limited, Bangladesh

The Company achieved a turnover of Rs. 1,079.30 lacs for the year under review.

The Company''s main focus area is industrial water and waste water treatment. The Company proposes to enter into infrastructure segment in near future.

Ion Exchange WTS (Bangladesh) Limited, Bangladesh

The Company achieved a turnover of Rs. Nil for the year under review.

The Company is currently not in operation.

Ion Exchange & Co. LLC, Oman

The Company achieved a turnover of Rs. 1,821.57 lacs for the year under review as against Rs. 1,944.43 lacs for the previous year. The Company registered profit after tax of Rs. 160.26 lacs as compared to Rs. 179.44 lacs for previous year.

The Company is set up to address the need of Middle East market specially Oman.

The company has started looking into possible infrastructure sector for drinking water and sewage treatment plants.

Ion Exchange LLC, USA

The Company achieved a turnover of Rs. 2,609.39 lacs for the year under review.

Due to increase in turnover and better realisation in some of the product lines, the Company improved its profits from Rs. 64.32 lacs to Rs. 102.06 lacs.

This subsidiary is established to address the needs of US and Canada markets.

The major focus continues to be marketing of Ion Exchange resins. Focus to promote speciality resins has helped in improving the Company''s margins.

Ion Exchange Projects and Engineering Limited

The Company achieved a turnover of Rs. 3,345.48 lacs for the year under review.

The Company has provided project Management services and design services to the parent company for its ongoing contracts which ensured better utilisation of its resources thus resulting in substantial reduction of losses from Rs. 633.18 lacs to Rs. 53.77 lacs.

Global Composites and Structurals Limited

The Company achieved a turnover of Rs. 439.15 lacs for the year under review.

The Company is in the business of providing integrated engineering services across the life cycle of a project and has expertise in the manufacture of RO pressure tubes and FRP tanks and electrical load distribution for water treatment industries.

Ion Exchange Safic (Pty) Limited, South Africa

The Company''s turnover showed improvement from Rs. 564.18 lacs to Rs. 739.17 lacs.

The Company is a Joint venture Company set up in South Africa with Safic (Pty) Ltd. which is a part of Accentuate Group.

During the year under review the business prospects from South Africa and neighboring countries improved. However considering the foreign exchange fluctuations the expected turnover was impacted.

Total Water Management Services (India) Ltd.

The Company achieved a turnover of Rs. 102.80 lacs for the year under review.

The Company is in the business of providing total water management solutions across the spectrum.

During the year Astha Technical Services Limited (an Associate of the Company) was amalgamated with Total Water Management Services Limited (a Subsidiary of the Company). The National Company Law Tribunal, Mumbai Bench approved the amalgamation vide its order dated 24^th August, 2017. The shares were issued to the shareholders of Astha Technical Services Limited by Transferee Company i.e. Total Water Management Services on 24^th January 2018.

The above results reflect the position after considering the amalgamation

Ion Exchange Purified Drinking Water Pvt. Ltd.

The Company achieved a turnover of Rs. 1,444.48 lacs for the year under review.

Due to improvement in operational efficiencies, the company made profit after tax of Rs. 30.76 lacs as compared to previous years'' loss of Rs. 16.01 lacs.

The Company is set-up as a special purpose vehicle to implement PPP (Public Private Partnership) project for bottle water supply to Indian Railway Catering and Tourism Corporation Limited (IRCTC).

ASSOCIATE AND JOINT VENTURE COMPANIES

A statement as required under Section 129 of the Companies Act, 2013, is attached to the Annual Report in form AOC - 1.

DIRECTORS

Mr. M. P. Patni, Director, retires by rotation and being eligible has offered himself for re-appointment.

BOARD PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually, as well as the evaluation of the working of its Committees. The evaluation was done after taking into consideration the criteria laid down by Nomination and Remuneration committee. The criteria for evaluation included participation in deliberations, specific contributions made, compliance with company''s code of conduct, carrying out assigned tasks in timely and efficient manner and planning and formulating the company''s strategies. The performance evaluation of Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman, non- independent Directors and the Board was carried out by Independent Directors. The Board of Directors expressed satisfaction with the evaluation process.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3) (c) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the year ended 31^st March, 2018, the applicable accounting standards have been followed along with proper explanation given relating to material departures, if any;

(ii) appropriate accounting policies have been selected and applied consistently and judgments and estimates were made that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(iii) proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities have been taken to the best of their knowledge;

(iv) the annual accounts have been prepared for the financial year ended 31^st March, 2018 on a going concern basis.

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

(vi) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

KEY MANAGERIAL PESONNEL

The Company has following persons as Key Managerial Personnel.

Sr.	Name of the Person	Designation
No.
1	Mr. Rajesh Sharma	Chairman & Managing Director
2	Mr. N.M. Ranadive	Chief Financial Officer
3	Mr. Milind Puranik	Company Secretary

NUMBER OF MEETINGS OF THE BOARD

The details of number of meetings of the Board held during the financial year 2017-18 forms part of the Corporate Governance Report.

WHISTLE BLOWER POLICY

The Company has a whistle blower policy to report genuine concerns or grievances. The Whistle Blower Policy has been posted on the website of the Company (www.ionindia.com).

RELATED PARTY TRANSACTIONS

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS.

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

QUALITY INITIATIVES

The management of the company has always been committed to high quality products & services to its customers and ensuring safety to its customers and ensuring safety & occupation health of its employees. The integrated occupational health system, OHSAS18001:2007, the Quality system namely ISO9001:2015 and Environmental Management system namely ISO14001:2015 have been adopted by your factories.

The resin facility at Ankleshwar has also obtained renewed prestigious certificates like WQA-Gold seal certificate from Water Quality Association- USA, Kosher Certificate from the Kashruth council of Canada, Halal Certificate from the Manjellis Ulama Indonesia, The Indonesia Council of Ulama, EU certificate from Central Drugs Standard Control Organisation, New Delhi, WHOGMP, GMP (Good Manufacturing Practice) and GLP (Good Laboratory Practice) certificate from the food and drug control administration Gujarat state. Pharma resin facility has been audited by the USFDA and no objections have been raised.

The Chemical facility at Patancheru is Halal certified by Halal India. Halal India is recognised by IHI (International Halal Integrity Alliance, Malaysia) and are a recognised member with the World Halal Council. This facility also is certified for few of the products for NSF/ANSI 60 certified by UL, Kosher certification and Non-toxic certificate by RCC laboratories as per OECD principle for GLP.

Your company undertakes numerous projects to ensure that the quality of it''s products and services consistently remains the best. Further, your company also undertakes regular quality improvements projects to continuously improve level of operational performance.

AUDITORS

Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. B S R & Co. LLP, Chartered Accountants (Reg No. 101248W/W-100022), were appointed as statutory auditors of the Company for a period of five years from the conclusion of the fifty first annual general meeting (AGM) of the Company held on September 16, 2015 till the conclusion of the fifty sixth AGM to be held in the year 2020. Ratification of appointment of Statutory Auditors is being sought from the members of the company at the ensuing AGM.

The Branch Auditors, M/s. Charantimath Associates appointed to conduct Audit of Ion Exchange Services [ A division of Ion Exchange (India) Limited], Bangaluru, hold office until the conclusion of this meeting and are eligible for re-appointment. Pursuant to the provisions of section 139 and 143(8) of the Companies Act 2013 and rules framed there under, it is proposed to appoint M/s. Charantimath Associates as branch auditors of the Company from the conclusion of forthcoming AGM till the conclusion of next AGM.

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its Chemicals Manufacturing activity is required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed M/s. Kishore Bhatia & Associates to audit the cost accounts of the Company for the financial year ending 31^st March 2018.

As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member''s ratification for the remuneration payable to M/s. Kishore Bhatia & Associates, Cost Auditors is included in the Notice convening the Annual General Meeting.

CONSOLIDATED FINANCIAL STATEMENTS

As required by Accounting Standard 21 ''Consolidated Financial Statements'' issued by the Institute of Chartered Accountants of India, the audited Consolidated Financial Statements of the Group are enclosed.

CORPORATE GOVERNANCE

A report on Corporate Governance as required under Regulation 34 of Listing Regulations read with Schedule V (Part C) forms part of this annual report.

Report on Management discussion and analysis as required under Regulation 34 of Listing Regulations read with Schedule V (Part B) forms part of this annual report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as âAnnexure Iâ.

SECRETARIAL AUDIT

CORPOARTE SOCIAL RESPONSIBILITY (CSR)

As a part of its initiative under the âCorporate Social Responsibilityâ (CSR), the Company has undertaken projects in the areas of environment, education and safe drinking water.

These projects are in accordance with Schedule VII of the Companies Act, 2013 and the Company''s CSR Policy. The Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as âAnnexure IIIâ forming part of this report.

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

Information in accordance with Section 134 (m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014 and forming part of this Report for the year ended 31^st March, 2018 is given in âAnnexure IVâ.

ACKNOWLEDGEMENTS

On behalf of the Board of Directors

Rajesh Sharma

Chairman & Managing Director

Mumbai

Date: 23^rd May, 2018

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 51st Annual Report and Accounts forthe year ended 31st March, 2015.

FINANCIAL RESULTS

The highlights ofthe financial results are as follows:

Year ended Year ended March 2015 March 2014 (Rs. in Lacs) (Rs. in Lacs)

Profit before taxation 3,802 3,140

Less: Provision fortaxation :

Currenttax 1,315 1,079

Deferred tax (127) 9

Profit after tax 2,614 2,052

Add: Balance in Profit & Loss Account brought forward from Previous Year 7,684 6,128

Less: Additional Depreciation 163 -

Profit balance available for appropriation 10,135 8,180

Appropriations:

Dividend including Proposed Dividend 436 292

Tax on dividend 69 49

Transfer to General Reserve - 155

Balance in Profit & Loss Account Carried Forward to Balance Sheet 9,630 7,684

OPERATIONS

During the financial year ended 31st March, 2015, the net profit after tax of the company has increased by 27% to Rs.2,614 lacs, as compared to previous year's net profit after tax of Rs. 2,052 lacs, although the turnover ofthe Company increased marginally at Rs. 762 crores as compared to Rs. 736 crores of the previous year.

DIVIDEND

The Directors are pleased to recommend a dividend of Rs.2/- [20%] per equity share for the financial year ended 31st March, 2015 and a special dividend e.g. Re. 1/- [10%] per share on occasion ofthe Company's Golden Jubilee Year.

FUTURE OUTLOOK

Overall, global growth is expected to rise moderately to 3 percent in 2015-16 and average about 3.3 percent through 2017. High-income countries are likely to see growth of 2.2 percent during 2015-17, up from 1.8 percent in 2014, on the back of gradually recovering labour markets, fiscal consolidation, and still-lowfinancing costs.

India is likely to emerge as the fastest growing economy by clocking a growth rate of 7.5 percent in FY 2015-16 and 7.7 percent in 2016-17 on the back of recent policy initiatives, pick-up in investments and lower oil prices.

The various initiatives being proposed by the Government such as labour reforms and GST will help boost investments in the Indian economy. The Government's launch of Swachh Bharat Mission, Smart Cities and National Rural Drinking Water Programme aims to provide drinking water and sanitation to rural and urban regions. These developments are expected to result in more opportunities for a company like yours.

Also, with the projected growth in GDP of 7.5 percent, the water demand of various industries, institutions, communities and homes will continue to rise. With stricter enforcement of discharge norms and reduced water foot print, waste water treatment, recycle and zero liquid discharge plants will be in greater demand as they form an important part ofthe agenda for sustainable growth. Thus the future of the environment management industry, in which your Company is a prominent player, appears optimistic.

Your Company expects to benefit from the above mentioned growth initiatives as it offers advanced products and services for total environment solutions. We expect to increase our market share and improve profitability in the resurgent economic scenario.

Besides this, your Company's increased thrust in the international market will help strengthen its global position and we expect the share of international business in the overall turnover of the Company to go up.

FINANCIAL RESOURCES

Fixed Deposits

The Company discontinued accepting Fixed Deposits from Public and shareholders in the previous year. The Company has not accepted deposit from the public falling within the ambit of section 73 of the Companies Act 2013. and The Companies (Acceptance of Deposits) Rules, 2014

Particulars of Loans, Guarantees or Investments.

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

Employees' Stock Option Schemes

The details of Employees' Stock Option Schemes ESOS - 2001, ESOS - 2003, ESOS 2005 and ESOS 2008 as required to be given under SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, as amended, are given in the Report on Corporate Governance.

SUBSIDIARY COMPANIES

Aqua Investments (India) Ltd. and Watercare Investments (India) Ltd.

During the year ended 31st March, 2015, the Subsidiary companies M/s.Aqua Investments (India) Limited posted profit of Rs. 27.72 lacs compared to Rs. 2.12 lacs of the previous year and M/s. Watercare Investments (India) Ltd. posted profit of Rs.8.27 lacs compared to Rs.7.85 lacs ofthe previous year.

Ion Exchange Enviro Farms Limited (IEEFL)

During the year under review, company clocked a turnover of Rs. 56.80 Lacs as against Rs.106.69 Lacs in the previous year.

The farm production was adversly attected due to vagaries of nature.

The Company had approached SEBI to facilitate modalities of compliance of "SEBI Collective Investments Scheme (CIS) Regulations 1999". The company has submitted required documentation to SEBI and awaits direction.

Ion Exchange Infrastructure Limited

The Company achieved turnover of Rs. 618.05 lacs as compared to Rs. 1,474.16 lacs for the previous year. The Company incurred a loss of Rs.400.15 lacs compared to loss of Rs. 96.91 lacs for the previous year. The performance of the company was affected mainly due to continued slow down in economic conditions which resulted in delay in finalization of large infrastructure projects.

The Company has been established with a view to undertake projects for intake water, water treatment, distribution and waste management on lump sum turn key basis.

Ion Exchange Asia Pacific Pte Ltd., Singapore and Ion Exchange Asia Pacific (Thailand) Ltd., Thailand

The Company achieved a consolidated turnover of Rs.3,183.72 lacs for the year under review and has registered a growth of 67% over previous year.

The performance ofthe company improved and it has achieved financial stability during the year under review.

Thailand subsidiary has maintained its focus on petroleum, power and sugar segments and also has increased its presence in chemical business in Thailand and neighbouring countries.

IEI Environmental Management [M] SDN.BHD, Malaysia

The Company achieved a turnover of Rs.109.56 lacs for the year under review.

The Company's main activity is trading in water filtration equipments, water chemicals, resins and taking up projects of installing water filtration plants of any nature. The Company has been established with a view of facilitating operations in Malaysia and is a strategic investment which would be crucial for increasing the overall Exports to the country.

Ion Exchange Environment Management (BD) Limited, Bangladesh

The Company achieved a turnover of Rs. 864.45 lacs for the year under review showing improvement of 25% over the previous year. The company's main focus area is industrial water and waste water treatment. Company proposes to enter into infrastructure segment in near future.

Ion Exchange WTS (Bangladesh) Limited, Bangladesh

The Company achieved a turnover of Rs. Nil for the year under review.

The Company is currently not in operation.

Ion Exchange & Co. LLC, Oman

The Company achieved a turnover of Rs.1,908.66 lacs for the year under review as against Rs.2118.23 lacs for the previous year. However it registered a higher profit at Rs. 329 lacs as compared to Rs. 43 lacs for previous year.

The company showed improvement over the previous year mainly due to cost optimization and improvement in operating efficiencies.

The company has started looking into possible in infrastructure sector for drinking water and saintation projects.

Ion Exchange LLC, USA

The Company achieved a turnover of Rs.1,559.70 lacs for the year under review.

This subsidiary is established to address the needs ofUS and Canada markets.

The major focus continues to be marketing of Ion Exchange resins. Focus to promote speciality resins has helped in improving the Company's margins.

Ion Exchange Projects and Engineering Limited

The Company achieved a turnover of Rs.3,364.78 lacs for the year under review.

The Company has acquired the Project Division (covering domestic turnkey projects) of Ion Exchange (India) Limited, the holding company, with effect from 1st August 2012, vide Business Transfer Agreement dated 29th October 2012.

Global Composites and Structurals Limited

The Company achieved a turnover of Rs. 434.97 lacs for the year under review.

The Company is in the business of providing integrated engineering services across the life cycle of a project and has expertise in the manufacture of RO pressure tubes and FRP tanks and electrical load distribution for water treatment industries.

Ion Exchange Safic (Pty) Limited, South Africa

The Company achieved a turnover of Rs. 273.04 lacs for the year under review.

The Company is a Joint venture Company set up in South Africa with Safic (Pty) Ltd. which is part of Accentuate Group.

Business volume did not pick up as anticipated due to local economic conditions in general and mining industry in particular. South Africa is a gaterway to other African countries and the company intends to increase its presence in other African countries in the coming year.

Total Water Management Services (India) Ltd.

The Company achieved a turnover of Rs.15.53 lacs for the year under review.

The Company is in the business of providing total water management solutions across the spectrum.

Ion Exchange Purified Drinking Water Pvt Ltd.

The Companywas incorporated on 25th September2013.

The Company is set-up as a special purpose vehicle to implement PPP (Public Private Partnership) project for bottle water supply to Indian Railway Catering and Tourism Corporation Limited (IRCTC). The project is under advance stage of implementation.

ASSOCIATE AND JOINT VENTURE COMPANIES

A statement as required under Section 129 of the Companies Act, 1956, is attached tothe Annual Report in formAOC-1.

DIRECTORS

Mr. M. P. Patni, Director, retires by rotation and being eligible has offered himselffor re-appointment.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) ofthe Companies Act, 2013 and Clause 49 of the Listing Agreement.

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 ofthe Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually, as well as the evaluation ofthe working of its Committees. The evaluation was done after taking into consideration the criteria laid down by Nomination and Remuneration committee. The criteria for evaluation included participation in deliberations, specific contributions made, compliance with company's code of conduct, carrying out assigned tasks in timely and efficient manner and planning and formulating the company's strategies. The performance evaluation of Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman, non- independent Directors and the Board was carried out by Independent Directors. The Board of Directors expressed satisfaction with the evaluation process.

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3) (c) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation given relating to material departures;

(ii) appropriate accounting policies have been selected and applied consistently and judgments and estimates were made that were reasonable and prudent so as to give a true and fair view ofthe state of affairs ofthe Company at the end of the financial year and of the profit of the Company for that period ;

(iii) proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions ofthe Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities have been taken to the best of their knowledge ;

(iv) the annual accounts have been prepared for the financial year ended 31st March, 2015 on a going concern basis.

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

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

KEY MANAGERIAL PESONNEL

During the under review, the Company has appointed following persons as key Managerial Personnel

Sr. No. Name of the Person Designation

1 Mr. Rajesh Sharma Chairman & Managing Director

2 Mr.N.M.Ranadive Chief Financial Officer

3 Mr. Milind Puranik Company Secretary

NUMBER OF MEETINGS OF THE BOARD

The details of number of meetings of the Board held during the financial year 2014-15 forms part ofthe Corporate Governance

WHISTLE BLOWER POLICY

The Company has a whistle blower policy to report genuine concerns or grievances. The Whistle Blower Policy has been posted on the website ofthe Company (www.ionindia.com).

RELATED PARTY TRANSACTIONS

All transactions entered with related parties for the year under review were on arm's length basis and in the ordinary course of business and that the provisions of section 188 of the Companies Act, 2013 are not attracted. Further, there are no material related party transactions under review with the promoters, directors or key managerial personnel. The Company has developed a related party transactions framework through standard operating procedures for the purpose of identification and monitoring ofsuch transactions.

All related party transactions are placed before the audit committee as also to the board for approval. A statement giving details of all related party transactions are placed before the audit committee and board for review and approval on a quarterly basis. Suitable disclosure as required by accounting standards (AS-18) has been made in the notes to the financial statements.

The policy on related party transactions as approved by the board of directors has been uploaded on the website of the company. The web link of the same has been provided in the corporate governance report. None of the directors has any pecuniary relationship or transactions vis a vis the Company.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule, 5 ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respectofemployees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office ofthe Company during business hours on working days ofthe Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS.

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status ofthe Company and its future operations.

QUALITY INITIATIVES

The management ofthe company has always been committed to high quality products & services to its customers and ensuring safety to its customers and ensuring safety & occupation health of its employees. The integrated occupational health system, the Quality system namely IS09001:2008 and Environmental Management system namely IS014001:2004

During the year (2014-15), the chemical factory, International Division & Customer Support Division have been re-certified for the IS09001-2008 quality systems. In addition, the chemical factory has been recertified for IS014001-2004 and OHSAS18001-2007 standards. Apart from this, ourResin, SSD Goa, Hosur factories and the subsidiary namely Ion Exchange Projects and Engineering Ltd has successfully cleared their Surveillance audits.

The resin facility at Ankleshwar has also obtained renewed prestigious certificates for various products and facilities.which are on follows :

WQA-Gold seal certificate from the Water Quality Association - USA, Kosher Certificate from the Kashruth council of Canada, Halal Certificate from the Manjellis Ulama Indonesia, The Indonesia Counsil of Ulama, cGMP (Current Good Manufacturing Practice) and cGLP(Good Laboratory Practice) certificate from the Food and Drug Control Administration - Gujarat state.

Our chemical factory obtained product certification of Halal from the Manjellis Ulama Indonesia, The Indonesia Counsil of Ulama.

The company uses Balance Scorecard as a tool for implementing and monitoring the business strategies and action plans. Our company also undertakes regular quality improvements projects to continuously improve level of operational performance.

AUDITORS

The Statutory Auditors, M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, resigned during the year. The Board of Directors at their meeting held on 16th October 2014 appointed M/s BSR & Co LLP, Chartered Accountants, as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. S. R. Batliboi & Co. LLP, Chartered Accountants. Subsequently as provided under Companies Act 2013 shareholders approved the appointment of M/s BSR & Co LLP, Chartered Accountants as Statutory Auditors within three months by way of Postal Ballot. As provided under section 139 (8) they hold the office of Statutory Auditors till the conclusion of ensuing Annual General Meeting and are eligible for re- appointment.

Pursuant to the provisions of section 139 ofthe Companies Act 2013 and rules framed there under, it is proposed to appoint M/s BSR & Co LLP, Chartered Accountants as statutory auditors of the Company from the conclusion of forthcoming AGM till the conclusion of fifty sixth AGM to be held in the year 2020, subject to ratification of their appointment at every AGM.

Branch Auditors

The Branch Auditors, M/s Charantimath Associates appointed to conduct Audit of Ion Exchange Services [ A division of Ion Exchange (India) Limited], Bangaluru, hold office until the conclusion of this meeting and are eligible for re-appointment. Pursuant to the provisions of section 139 ofthe Companies Act 2013 and rules framed there under, it is proposed to appoint M/s Charantimath Associates as branch auditors of the

Company from the conclusion of forthcoming AGM till the conclusion ofnextAGM..

Cost Audit

Pursuantto Section 148 ofthe Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its Chemicals Manufacturing activity is required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed M/s. Kishore Bhatia & Associates to audit the cost accounts ofthe Company for the financial year ending 31st March 2016. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member's ratification for the remuneration payable to M/s. Kishore Bhatia & Associates, Cost Auditors is included in the Notice convening the Annual General Meeting.

CONSOLIDATED FINANCIAL STATEMENTS

As required by Accounting Standard 21 'Consolidated Financial Statements' issued by the Institute of Chartered Accountants of India, the audited Consolidated Financial Statements of the Group are enclosed.

As required by Accounting Standard 21 'Consolidated Financial Statements' issued by the Institute of Chartered Accountants of India, the audited Consolidated Financial Statements ofthe Group are enclosed.

The Company will make available the Annual Accounts ofthe subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies are placed on Company's website and the same are open for inspection atthe Registered Office ofthe Company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

CORPORATE GOVERNANCE

A report on Corporate Governance as required under Clause 49 ofthe listing agreement forms part of this annual report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Report on Management discussion and analysis as required under Clause 49(V) ofthe listing agreement forms part of this annual report.

EXTRACT OF ANNUAL RETURN

The details forming part ofthe extract ofthe Annual Return in form MGT 9 is annexed herewith as "Annexure I".

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. GMJ & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit ofthe Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure II".

CORPOARTE SOCIAL RESPONSIBILITY (CSR)

As a part of its initiative under the "Corporate Social Responsibility" (CSR) drive, the Company has undertaken projects in the areas of enviornment, education and safe drinking water. These projects are in accordance with Schedule VII ofthe Companies Act, 2013 and the Company's CSR Policy. The Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as "Annexure III" forming part of this report.

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

Information in accordance with Section 134 (m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014 and forming part of this Report for the year ended 31st March, 2015 is given in "Annexure IV".

ACKNOWLEDGEMENTS

Your Board conveys its deep appreciation ofthe co-operation extended by customers, suppliers, banks, financial institutions, contribution made by employees for the company's growth, shareholders and fixed deposit holders.

On behalf ofthe Board of Directors

Mumbai Rajesh Sharma

Date : 25th May, 2015 Chairman & Managing Director

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 50th Annual Report and Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

The highlights of the financial results are as follows:

Year ended Year ended March 2014 March 2013 (Rs. in Lacs) (Rs. in Lacs)

Profit before taxation 3,140 3,248

Less: Provision for taxation :

Current tax 1,079 823

Deferred tax 9 276

Profit after tax 2,052 2,149

Balance in Profit & Loss Account brought forward from Previous Year 6,128 4,480

Profit balance available for appropriation 8,180 6,629

Appropriations:

Dividend including Proposed Dividend 292 290

Tax on dividend 50 49

Transfer to General Reserve 155 162

Balance in Profit & Loss Account Carried Forward to Balance Sheet 7,683 6,128

OPERATIONS

During the financial year ended 31st March, 2014, the net profit after tax of the company was Rs. 2,052 lacs, as compared to previous year''s net profit after tax of Rs. 2,149 lacs. The turnover was at Rs. 736 crores as compared to Rs. 795 crores of the previous year.

DIVIDEND

The Directors are pleased to recommend a dividend of Rs.2/- [20%] per equity share for the financial year ended 31st March, 2014.

FUTURE OUTLOOK

We expect that the industry in which your company operates will see significant investments by the government and private sector. These investments maybe directed towards the twin objectives of environmental protection and sustained growth. The government is likely to take a lot of initiatives through various economic reforms and policies to build infrastructure and boost growth. Industry as a whole is likely to achieve an uptick in growth with mining clearances, improved electricity generation and removal of other procedural bottlenecks. It is anticipated that technologies oriented towards efficient usage of our water resources would gain favour from government and industry alike. Therefore technologies for treating waste water, recycling and zero liquid discharge are likely to be an important part of the agenda to ensure sustainable growth. Overall the growth for your company''s industrial sector should be around 15%.

Your company offers advanced products and services covering all the key technologies for water and waste water treatment plants, water treatment chemicals, resins, as well as high quality integrated services. Your company expects to benefit from heightened level of new projects and plant constructions with a focus on advanced treatment technologies which has always been a key revenue driver for the water treatment sector. Increased growth should be seen in the advanced treatment technologies.

FINANCIAL RESOURCES

Share Capital

Under Employees'' Stock Option Scheme - ESOS - 2008, the Employees'' Stock Option Compensation Committee (ESOCC) allotted 47,800 equity shares [29,300 equity shares] to the employees of the Company. The paid-up equity capital of the Company increased from 13,59,11,610/- to Rs.13,63,89,610/- after allotment

Pursuant to amalgamation of Ion Exchange Services Ltd. into the Company the Board of Directors at their meeting held on 24.07.2013 allotted 11,80,256 shares to the shareholders of Ion Exchange Services Ltd in exchange of their holding in that Company. The paid-up equity capital of the Company increased from Rs. 13,63,89,610/- to Rs.14,53,21,590/- after the allotment of above shares and giving effect to reduction of capital by 2,87,058 shares as per the High court order.

Fixed Deposits

As on 31st March 2014, 75 fixed deposits amounting to Rs. 15,90,000/- remained unclaimed. 2 Deposits amounting to Rs. 40,000/- have been renewed / claimed since then.

EMPLOYEES'' STOCK OPTION SCHEMES

The details of Employees'' Stock Option Schemes ESOS - 2001, ESOS - 2003, ESOS 2005 and ESOS 2008 as required to be given under SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, as amended, are given in the Report on Corporate Governance.

SUBSIDIARY COMPANIES

Aqua Investments (India) Ltd. and Watercare Investments (India) Ltd.

During the year ended 31st March, 2014, the Subsidiary companies M/s.Aqua Investments (India) Limited posted profit of Rs 2.12 lacs compared to Rs. 8.52 lacs of the previous year and M/s. Water Care Investments (India) Ltd. posted profit of Rs.7.85 lacs compared to Rs. 7.21 lacs of the previous year.

Ion Exchange Enviro Farms Limited (IEEFL)

During the year under review, company clocked a turnover of Rs 106.69 Lacs as against Rs. 127.03 Lacs in the previous year.

Farm produce suffered due to environmental factors and in- adequate water availability.

Sales of premium input product Â"Enviro Reach" continued to remain affected due to severe competition from unorganized sector and newer spraying technologies reducing water consumption and hence lesser sales volumes of Enviro Reach.

Your company has offered a new biodegradable input product "Bio Dip F" in the market on experimental basis, which is well received in the grapes segment. We are now experimenting it in select geographies in different segments such as pomegranates, chilies and vegetables, for increasing volumes. R & D has been simultaneously working on some changes in this product to make it more user friendly, based on the initial market feedback.

The Company had approached SEBI to facilitate modalities of compliance of "SEBI Collective Investment Scheme(CIS) Regulations 1999". Subsequent to our submissions to SEBI vide letter of May 16th, 2013, followed with a meeting on 27th November 2013, some additional details about compliance of the Scheme and financial results etc were called for which have been duly complied with vide letter dated 13th December, 2013.

Ion Exchange Infrastructure Limited

The Company achieved turnover of Rs. 1,474.16 lacs as compared to Rs. 3,064.45 lacs for the previous year. The Company incurred a loss of Rs. 96.91 lacs compared to profit of Rs. 71.42 lacs for the previous year. The drop in Sales is mainly due to slowdown of economy resulting in delay in finalisation of large infrastructure contracts.

The Company has been established with a view to undertake projects for intake water, water treatment, distribution and waste management on lump sum turn key basis. The Company also provides comprehensive technical and process assistance services such as consultancy, design, detailed engineering and turnkey contracting.

Ion Exchange Asia Pacific Pte Ltd., Singapore and Ion Exchange Asia Pacific (Thailand) Ltd., Thailand The Company achieved a consolidated turnover of Rs 1,900.84 lacs for the year under review.

During the year under review the Company has turn around and posted profit. A well defined and refocused approach to the market has helped the Company to improved performance. The Company started focusing more on partnering with local engineering companies with pre-engineered solutions to help the partner company to win their business. The back to back arrangement with such companies has helped to win few important projects. The Company has healthy order back position which augurs well for future growth.

Similar approach to Thailand subsidiary has helped Thailand operations. The Company is focusing on Petroleum and Power segment and also re-looking at Chemicals business in Thailand.

IEI Environmental Management [M] SDN.BHD, Malaysia

The Company achieved a turnover of Rs.459.79 lacs for the year under review.

The Company''s main activity is trading in water filtration equipments, water chemicals, resins and taking up projects of installing water filtration plants of any nature. The Company has been established with a view of facilitating operations in Malaysia and is a strategic investment which would be crucial for increasing the overall Exports to the country.

Ion Exchange Environment Management (BD) Limited, Bangladesh

The Company achieved a turnover of Rs. 668.29 lacs for the year under review.

The Company is set up with a view to strengthen and widen the Company''s presence in the Bangladesh market.

External conditions of business environment in Bangladesh continue to be uncertain and hence performance of the Company was in line with the previous year. The Company is confident, with the improvement in the external business environment, the performance of the Company will improve in the coming year.

Ion Exchange WTS (Bangladesh) Limited, Bangladesh

The Company achieved a turnover of Rs. NIL lacs for the year under review.

The Company is operating in the field of maintenance services for water treatment and waste water treatment plants.

Ion Exchange & Co. LLC, Oman

The Company achieved a turnover of Rs.2,118.23 lacs for the year under review.

The Company is set up to address the needs of Middle East market especially Oman.

The JV continues to make profit for last four years, The on going operation contracts with PDO (Petroleum Development of Oman), a central oil exploration company of Oman is running smoothly. Your company now employs more than 15 local Bahrain national staff as per Government regulations.

Your company has started looking into possible alliance with other engineering companies for infrastructure and small sewage treatment plants.

Ion Exchange LLC, USA

The Company achieved a turnover of Rs.1,705.58 lacs for the year under review.

This subsidiary is established to address the needs of U S market. The Company''s operations will substantially benefit and address the parent company''s needs in the US.

The major focus on pharmaceutical resins is expected to enhance speciality resin business in the coming year. This will help improve on the margins.

Ion Exchange Projects and Engineering Limited

The Company achieved a turnover of Rs.6,283.83 lacs for the year under review.

The Company was incorporated on 9th April 2012. The Company had acquired the Project Division (covering domestic turnkey projects) of Ion Exchange (India) Limited, the holding company, with effect from 1st August 2012, vide Business Transfer Agreement dated 29th October 2012.

Global Composites and Structurals Limited

The Company achieved a turnover of Rs. 1,654.02 lacs for the year under review.

The Company is in the business of providing integrated engineering services across the life cycle of a project and has expertise in the manufacture of RO pressure tubes and FRP tanks and electrical load distribution for water treatment industries.

Ion Exchange Safic (Pty) Limited, South Africa

The Company achieved a turnover of Rs. 284.57 lacs for the year under review.

The Company is a Joint venture Company set up in South Africa with Safic (Pty) Ltd. which is part of Accentuate Group.

Efforts are on to establish the Business in South Africa which has strong presence of International competitors. We are working on possible alignments with local companies thorugh JV for Business development in the coming year. We hope, this alignment will help the Company to have greater market share of the water treatment business.

Total Water Management Services (India) Ltd.

The Company achieved a turnover of Rs. 11.73 lacs for the year under review.

The Company is in the business of providing total water management solutions across the spectrum.

Ion Exchange Purified Drinking Water Pvt Ltd.

The Company was incorporated on 25th September 2013.

The Company is set as a special purpose vehicle for development and setting up of drinking water plant on PPP

model for Rail Neer Projects of Indian Railway Catering and Tourism Corporation Limited (IRCTC).

A statement as required under Section 212 of the Companies Act, 1956, is attached to the Annual Report.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts 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. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

CONSOLIDATED FINANCIAL STATEMENTS

As required by Accounting Standard 21 ''Consolidated Financial Statements'' issued by the Institute of Chartered Accountants of India, the audited Consolidated Financial Statements of the Group are enclosed.

DIRECTORS

The shareholders at the previous Annual General Meeting held on 24th September 2013 had appointed Mr. Rajesh Sharma as Chairman and Managing Director for five years commencing from 1st April, 2013. However pursuant to enactment of Companies Act, 2013 and letter dated 4th July 2014 of Ministry of Corporate Affairs it is proposed to reappoint Mr. Rajesh Sharma as Chairman & Managing Director for five years commencing from 1st April, 2014. The re-appointment is proposed by resolution which forms part of the Notice of Annual General Meeting.

At the Board meeting held on 19th March 2014 Mr. Dinesh Sharma and Mr. Aankur Patni were re-appointed as Executive Directors with effect from 1st April 2014. The re-appointments of Mr. Dinesh Sharma and Mr. Aankur Patni as Executive Directors are being proposed by resolutions which form part of the Notice of Annual General Meeting.

The Company had pursuant to the provisions of clause 49 of the listing agreement entered into with Stock Exchange, appointed Dr. V. N. Gupchup, Mr. T M. M. Nambiar, Mr P. Sampathkumar, Mr. Abhiram Seth, Mr. Shishir Tamotia, Mrs. Kishori Udeshi as Independent Directors of the Company.

As per section 149(4) of the Companies Act, 2013 (Act), which came into force from April1, 2014, every listed public company is required to have at least one third of the total number of directors as Independent Directors. In accordance with the provisions of section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM).

Mr. M. P. Patni, Director, retires by rotation and being eligible has offered himself for re-aapointment.

The Board regrets to inform shareholders of the sad demise of Mr. A.K. Marfatia on 21st June 2013. The Directors have placed on record their appreciation of the valuable advise and guidance rendered by Mr. Marfatia.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

(i) in the preparation of the annual accounts for the year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation given relating to material departures;

(ii) appropriate accounting policies have been selected and applied consistently and judgments and estimates were made that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period ;

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

(iv) the annual accounts have been prepared for the financial year ended 31st March, 2014 on a going concern basis.

CORPORATE GOVERNANCE

A report on Corporate Governance as required under Clause 49 of the listing agreement forms part of this annual report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Report on Management discussion and analysis as required under Clause 49(V) of the listing agreement forms part of this annual report.

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

Information in accordance with Section 217 (1) (e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of this Report for the year ended 31st March, 2014 is given in Annexure I.

PARTICULARS OF EMPLOYEES

The details required to be given under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended are provided given in Annexure forming part of this report. In terms of section 219 (1) (b) (iv) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary

QUALITY INITIATIVES

The Management of the company has always been committed to providing high quality products & services to its customers and ensuring safety & occupational health of its employees. The integrated Occupational Health system, the Quality Management System namely ISO 9001 : 2008 and Environmental Management Systems namely ISO 14001: 2004 have been adopted by all your factories.

During the year, the resin, chemical and the Hosur engineering factories have been recertified for the ISO 9001- 2008 quality systems. In addition, the chemical factory has been recertified for OHSAS18001 -2007.

The resin facility at Ankleshwar has also obtained following prestigious certificates for various products and facilities:

WQA-Gold seal certificate from the Water Quality Association, USA, Kosher Certificate from the Kashruth Council of Canada, Halal Certificate from the Manjelis Ulama Indonesia, The Indonesian Council of Ulama. EU written Confirmation from the Government of India, Ministry of Health & Family Welfare, Central Drug Standard Control Organisation, New Delhi. Besides this the Company has also received cGMP (Current General Manufacturing Practice) and cGLP (General Laboratory Practice) Certificates from the Food and Drug Control Administration - Gujarat state and the WHO-GMP Certificate from (CDSCO - Ahmedabad) Food and Drug Administration - Gujarat state.

The company uses Balanced Scorecard as a tool for implementing and monitoring the business strategies and action plans. Your company also undertakes regular quality improvement projects to continuously improve levels of operational performance.

AUDITORS

The Statutory Auditors, M/s. S. R. Batliboi & Co. LLP hold office until the conclusion of this meeting and are eligible for re- appointment. Pursuant to the provisions of section 139 of the Companies Act 2013 and rules framed there under, it is proposed to appoint M/s. S. R. Batliboi & Co. LLP as statutory auditors of the Company from the conclusion of forthcoming AGM till the conclusion of fifty third AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

Branch Auditors

The Branch Auditors, M/s Charantimath Associates appointed to conduct Audit of Ion Exchange Services [ A division of Ion Exchange (India) Limited], Bangaluru, hold office until the conclusion of this meeting and are eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act 2013 and rules framed there under, it is proposed to re-appoint M/s Charantimath Associates as branch auditors of the Company from the conclusion of forthcoming AGM till the conclusion of next AGM.

Cost Audit

The Directors have re-appointed M/s Kishore Bhatia & Associates, cost accountants as cost auditors to audit the accounts relating to cost records for the financial year ending March 31, 2015.

ACKNOWLEDGEMENTS

Your Board conveys its deep appreciation for the co-operation extended by customers, suppliers, banks, financial institutions, contribution made by employees for the company''s growth, shareholders and fixed deposit holders.

On behalf of the Board of Directors

Rajesh Sharma Chairman & Managing Director

Mumbai Date : 29th July 2014

Mar 31, 2013

The Directors have pleasure in presenting the 49th Annual Report and Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

The highlights of the financial results are as follows:

Year ended Year ended March 2013 March 2012 (Rs. in Lacs) (Rs. in Lacs)

Profit before taxation 3,248 2,562

Less: Provision for taxation :

Current tax 823 905

Deferred tax 276 (98)

Profit after tax 2,149 1,755

Balance in Profit & Loss Account brought forward from Previous Year 4,480 3,173

Profit balance available for appropriation 6,629 4,928

Appropriations:

Dividend including Proposed Dividend 290 273

Tax on dividend 49 43

Transfer to General Reserve 162 132

Balance in Profit & Loss Account Carried Forward to Balance Sheet 6,128 4,480

OPERATIONS

During the financial year ended 31st March, 2013, the net profit after tax of the company was Rs. 2,149 lacs, as compared to previous year''s net profit after tax of Rs. 1,755 lacs. The turnover was higher at Rs. 795 crores as compared to Rs. 673 crores of the previous year, showing a increase of 18 %.

DIVIDEND

The Directors are pleased to recommend a dividend of Rs. 2.00 [20%] per equity share for the financial year ended 31st March, 2013.

FUTURE OUTLOOK

We feel that the downside risk of the global economy has reduced and we expect the Indian economic scenario also to show a substantial improvement in the next couple ofyears. The water treatment industry can look forward to a period of growth powered by demand from the expanding municipal and industrial sectors. This industry which your company deals with is likely to be the focus of public and private investment for years to come. The average growth of the water treatment industry in India over the next few years is expected to be about 12%. Globally it is expected to grow by about 7.4%.

This optimism is only tempered by the adverse effect which volatile commodities and raw material prices and exchange rate can have over the short term. These two parameters coupled with probable changes in taxation may affect industrial and commodity margins.

Enhanched investment in NRDWP -Rajiv Gandhi National Rural Drinking Water Mission: National Rural Drinking Water Programme and HPCL -Barmer projects give out a strong message of India''s undeterred growth & development amidst the stringent economic backdrop. We expect more such policies which will benefit the water treatment industry as water is a key focus area for the Government. The water industry also finds favour with other influencers of the policy making process, as it impacts all segments of society across urban & rural India. The prospects of our industry will be positively reinforced by continued pattern of uneven rainfall, depleting water table across urban & rural and directions issued by the government for treating and re-using of water for industrial, commercial and domestic purposes.

The key business opportunity in future would be Wastewater Treatment, Desalination & Zero Liquid Discharge process catering to industrial as well as municipal domains.

In the field of waste water treatment more than 60% business being unorganized, we expect consolidation to take place with customers moving towards technology which provides high end solutions as well as high quality of service. Your company has an advantage on both these fronts which will help it to expand its business. We expect it to be a challenging period for smaller players and new entrants.

Apart from waste water treatment, service management is a challenging and crucial parameter for client acquisition and relationship management. Your company has one of the largest and most extensive network of service personnel with an unparallel ability to serve retail as well as large industrial customers.

Your company also enjoys competitive advantage in key areas such as - extensive production facilities, superior human capital, emphasis on innovative technology, research & development and high quality services. We will continue to augment these strengths with further investments in our in house research & development programs and by forging partnerships with leading global technological innovators. This will help the company to continue managing the risk of the uncertain and volatile business environment and maintain its standing as a leader in this field.

We remain committed to continuing our endeavour to remain the premier water treatment company in India with a focus to deliver value to the society as well as to all its stakeholders.

FINANCIAL RESOURCES

Share Capital

Under Employees'' Stock Option Scheme - ESOS - 2008, the Employees'' Stock Option Compensation Committee (ESOCC) allotted 29,300 equity shares [1,31,950 equity shares] to the employees of the Company. The paid-up equity capital of the Company increased from 13,56,18,610/- to Rs.13,59,11,610/- after allotment.

Fixed Deposits

As on 31st March 2013, 104 fixed deposits amounting to Rs. 21,21,000/- remained unclaimed. 8 Deposits amounting to Rs.1,80,000/- have been renewed / claimed since then.

EMPLOYEES'' STOCK OPTION SCHEMES

The details of Employees'' Stock Option Schemes ESOS - 2001, ESOS - 2003, ESOS 2005 and ESOS 2008 as required to be given under SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, as amended, are given in the Report on Corporate Governance.

RESTRUCTURING OF BUSINESS

Pursuant to the Shareholders'' approval for the proposal to sell the Project Division (covering domestic turnkey projects) on a going concern basis the Company has transferred its Project Division (covering domestic turnkey projects) to Ion Exchange Projects and Engineering Limited, a wholly owned subsidiary company, with effect from 1st August 2012, vide Business Transfer Agreement dated 29th October 2012. The above results reflect the position after considering the transfer of the Project Division.

The amalgamation of Ion Exchange Services Limited (an associate) with your Company was approved by the shareholders in their meeting on 31st January 2013. Subsequently the amalgamation was approved by the Bombay High Court vide its order dated 10th May 2013. The above results reflect the position after considering the amalgamation ofthe said Companyw.e.f. 1st April 2012.

SUBSIDIARY COMPANIES

Aqua Investments (India) Ltd. and Watercare Investments (India) Ltd.

During the year ended 31st March, 2013, the Subsidiary companies M/s.Aqua Investments (India) Limited posted profit of Rs.8.52 lacs compared to Rs. 8.29 lacs of the previous year and M/s. Watercare Investments (India) Ltd. posted profit of Rs. 7.21 lacs compared to Rs. 6.55 lacs of the previous year.

Ion Exchange Enviro Farms Limited (IEEFL)

The company achieved higher turnover of Rs 127.03 Lacs during the year under review as against Rs. 108.25 Lacs in the previous year. However, severe drought conditions prevailing in most parts and extremely limited water availability coupled with other environmental factors affected the operational performance.

Sales volumes of input product -ENVIRO REACH were affected due to new spraying technologies entering in to the Indian agriculture where the usage of Water has been drastically reduced in grape market leading to lower utilization of input product. However, we could successfully introduce this product in new markets like Gujarat for different segments like Chillies, pomegranate and leafy vegetables. We now plan to enter in to other geographies where these products are cultivated in large quantities, to enable improve volumes and margins.

During the year Company''s appeal in the Supreme Court regarding applicability of provisions of "SEBI- Collective Investment Scheme (CIS) Regulations, 1999" was turned down on 26th February 2013. Consequently, company has approached SEBI to facilitate modalities for compliance of SEBI regulations in this regard.

Ion Exchange Infrastructure Limited

The Company achieved turnover of Rs. 3,064.45 lacs as compared to Rs. 4,498.34 lacs for the previous year. The profit after tax was at Rs. 71.42 lacs compared to Rs. 10.71 lacs for the previous year.

The Company has been established with a view to undertake projects for intake water, water treatment, distribution and waste management on lump sum turn key basis. The Company will also provide comprehensive technical and process assistance services such as consultancy, design, detailed engineering and turnkey contracting.

Ion Exchange Asia Pacific Pte Ltd., Singapore and Ion Exchange Asia Pacific (Thailand) Ltd., Thailand

The Company achieved a consolidated turnover of Rs. 1055.22 lacs for the year under review as compared to 843.72 lacs for the previous year.

The performance of the Company improved during the year as the Company initiated reorganization of geographies and optimization of manpower to support new initiatives. Company has also embarked on cost control and cost reduction programme. All these initiatives have started yielding positive results in terms of containing losses and increased turnover.

IEI Environmental Management [M] SDN.BHD, Malaysia

The Company achieved a turnover of Rs. 161.54 lacs for the year under review.

The Company''s main activity is trading in water filtration equipments, water chemicals, resins and taking up projects of installing water filtration plants of any nature. The Company has been established with a view of facilitating operations in Malaysia and is a strategic investment which would be crucial for increasing the overall Exports to the country.

Ion Exchange Environment Management (BD) Limited, Bangladesh

The Company achieved a turnover of Rs. 555.99 lacs for the year under review.

The Company is set up with a view to strengthen and widen the Company''s presence in the Bangladesh market.

External conditions of business environment were not conducive hence the performance of the Company was in line with the previous year despite various initiatives undertaken by the Company to improve performance. The Company hopes to improve performance in the coming year with stability in external business environment.

Ion Exchange WTS (Bangladesh) Limited, Bangladesh

The Company achieved a turnover of Rs. NIL for the year under review.

The Company is operating in the field of maintenance services for water treatment and waste water treatment plants.

Ion Exchange & Co. LLC, Oman

The Company achieved a turnover of Rs. 1654.28 lacs for the year under review.

The Company is set up to address the needs of Middle East market especially Oman.

As the Company did not have any major EPC contract for the year under review there was a fall in the Turnover of the Company. The Company is approved by PDO (OMAN). It is proposed to enter into Chemical market in Oman which will help in strengthening Company''s position in middle east market particularly Oman.

Ion Exchange LLC, USA

The Company achieved a turnover of Rs.1,838.92 lacs for the year under review.

This subsidiary is established to address the needs of U S market. The Company''s operations will substantially benefit and address the parent company''s needs in the US.

The resin business showed positive trend during the period with the US economy showing signs of recovery the Company hopes to consolidate its position in the coming year. It is also proposed to expand our presence by catering to the needs of eastern US Market in the coming year.

Ion Exchange Projects and Engineering Limited

The Company achieved a turnover of Rs. 2,682.60 lacs for the year under review.

The Company was incorporated on 9th April 2012. The Company has acquired the Project Division (covering domestic turnkey projects) of Ion Exchange (India) Limited, the holding company, with effect from 1st August 2012, vide Business Transfer Agreement dated 29th October 2012.

Global Composites and Structurals Limited

The Company achieved a turnover of Rs. 2,519.90 lacs for the year under review.

The Company is in the business of providing integrated engineering services across the life cycle of a project and has expertise in the manufacture of RO pressure tubes and FRP tanks and electrical load distribution for water treatment industries.

Ion Exchange Safic (Pty) Limited, South Africa

The Company achieved a turnover of Rs. 114.11 lacs for the year under review.

The Company is a Joint venture Company set up in South Africa with Safic (Pty) Ltd. which is part of Accentuate Group. One of the objectives of setting up the JV is to enter into new market segments and have greater market share of the water treatment business. The JV will market water treatment equipment, chemicals and resins through out South Africa and SADC..

A statement as required under Section 212 of the Companies Act, 1956, is attached to the Annual Report.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts 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. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies

CONSOLIDATED FINANCIAL STATEMENTS

As required by Accounting Standard 21 ''Consolidated Financial Statements'' issued by the Institute of Chartered Accountants of India, the audited Consolidated Financial Statements of the Group are enclosed.

DIRECTORS

The Board deeply regrets to inform shareholders of the sad demise of Mr. G. S. Ranganathan Chairman Emeritus and the founder Director of Ion Exchange (India) Limited on 18th March 2013. Mr. Ranganathan raised the strong ''Ion Exchange'' edifice into a global player with his vision and pioneering and entrepreneurial spirit. The Directors have placed on record their deep sorrow and appreciation of the valuable contribution, advice and guidance rendered by Mr. G. S. Ranganathan.

At the Board meeting held on 15th March 2013, Mr. Rajesh Sharma was re-appointed as Chairman and Managing Director with effect from 1st April 2013. The re-appointment of Mr. Rajesh Sharma as Chairman and Managing Director is being proposed by resolution which form part ofthe Notice of Annual General Meeting.

Mr. T. M. M. Nambiar, Mr. Abhiram Seth and Mr. P. Sampath Kumar retire by rotation and being eligible offer themselves for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

(i) in the preparation of the annual accounts for the year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation given relating to material departures;

(ii) appropriate accounting policies have been selected and applied consistently and judgments and estimates were made that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period ;

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

(iv) the annual accounts have been prepared for the financial year ended 31st March, 2013 on a going concern basis.

CORPORATE GOVERNANCE

A report on Corporate Governance as required under Clause 49 of the listing agreement forms part of this annual report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Report on Management discussion and analysis as required under Clause 49(V) of the listing agreement forms part of this annual report.

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

Information in accordance with Section 217 (1) (e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of this Report for the year ended 31st March, 2013 is given in Annexure I.

PARTICULARS OF EMPLOYEES

The details required to be given under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended are provided given in Annexure forming part of this report. In terms of section 219 (1) (b) (iv) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

QUALITY INITIATIVES

The Management of the company has always been committed to the safety and occupational health of employees. In view of this there have been concentrated efforts in the past, which continued during this year. The integrated Occupational Health system, the Quality Management System namely ISO 9001 : 2008 and Environmental Management Systems namely ISO 14001 : 2004 is operational in the Chemical Factory.

During the year, the Resin facility atAnkleshwar has received Good Manufacturing Practices Certificate from the Food and Drugs Control Administration. Similar certification has been received from Foods, Drug and Cosmetics of Majelis Ulama Indonesia. In addition, the Quality Management System namely ISO 9001 : 2008 and Environmental Management Systems namely ISO 14001 : 2004 is also operational.

Goa SSD facility has been awarded Quality Brands India Award . All the other facilities are also covered by the Quality Management Systems.

Balanced Scorecard, the tool used for implementing and monitoring the success of the business strategies, has been the mainstay for performance evaluation.

All other initiatives such as Quality Improvement Projects to solve chronic problems, monitoring of Quality objectives, System audits of Marketing, Execution, Projects and O&M sites continue.

AUDITORS

The Statutory Auditors, M/s. S. R. Batliboi & Co. LLP hold office until the conclusion of this meeting and are eligible for re- appointment. The Company has received letter from M/s. S. R. Batliboi & Co. LLP, to the effect that their re-appointment, if made, would be within the limits specified under section 224(1B) of the Companies Act, 1956.

Branch Auditors

At the Board Meeting held on 30th May 2013, M/s Charantimath Associates, Chartered Accountants were appointed as Branch Auditors for conducting Audit of Ion Exchange Services [A division of Ion Exchange (India) Limited], Bangalore. The appointment of Branch Auditors is being proposed by resolution which forms part of Notice of Annual General Meeting, The Company has received letter from M/s Charantimath Associates, to the effect that their appointment, if made, would be within the limits specified under Section 224(1B) of the Companies Act, 1956.

Cost Audit

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and with the approval of the Central Government, M/s. Kishore Bhatia & Associates, has been appointed to conduct audit of cost records of engineering and chemical products for the financial year ended 31st March, 2013. The Cost Audit Reports would be submitted to the Central Government within the prescribed time.

ACKNOWLEDGEMENTS

Your Board conveys its deep appreciation of the co-operation extended by customers, suppliers, banks, financial institutions, contribution made by employees for the company''s growth, shareholders and fixed deposit holders.

On behalf of the Board of Directors

Rajesh Sharma

Chairman & Managing Director

Mumbai

Date : 30th May 2013

Mar 31, 2012

The Directors have pleasure in presenting the 48th Annual Report and Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

The highlights of the financial results are as follows:

Year ended Year ended March 2012 March 2011 (Rs. in Lacs) (Rs. in Lacs)

Profit before taxation 2,562 1.940

Less: Provision for taxation:

Current tax 905 634

Deferred tax (98) 93

Profit after tax 1,755 1.213

Balance in Profit & Loss Account brought forward from Previous Year 3,173 2,404

Profit balance available for appropriation 4,928 3.617

Appropriations:

Dividend including Proposed Dividend 273 278

Tax on dividend 43 44

Transfer to General Reserve 132 122

Balance in Profit & Loss Account Carried Forward to Balance Sheet 4,480 3.173

OPERATIONS

During the financial year ended 31st March, 2012, the net profit after tax of the company was Rs.1,755 lacs, an increase of 44.7 % over the previous year's net profit after tax of Rs. 1,213 lacs. The turnover was higher at Rs. 673 crores as compared to Rs. 591 crores of the previous year, showing a increase of 14 %.

DIVIDEND

The Directors are pleased to recommend a dividend of Rs. 2.00 [20 %] per equity share for the financial year ended 3151 March, 2012.

FUTURE OUTLOOK

The continuing crisis in the Eurozone has not dampened the investments in water & environment management. The Indian Government continues to announce measures to improve the environmental health of the country and your company expects to benefit from it.

However, the business confidence has been impacted by concerns on the economic front. This has resulted in a slight reduction in the pace of investments by the private sector in new projects. As mentioned earlier

we expect the slack to be taken up by the increased public sector investments.

Your Company will continue its endeavour to expand operations globally with focus on emerging economies. Joint ventures with the local players in such countries are under active consideration. We will also be looking at increasing our presence in the rural sector. This will be achieved through increased penetration and introduction of more products suited to the rural requirements.

We continue to raise the bar of quality for our various products and production facilities with globally accepted quality certifications. In continuation of this endeavour our resin facility now has ISO 9000, ISO 14000, Halal and WQA Gold Seal certifications. The new FDA compliant facility will also start operations shortly

Price volatility in the cost of inputs continues to impact the margins. However, the timely measures taken by your Company has minimised the adverse impact to a large extent. It is expected that the volatile situation in the raw material costs will not change radically in the future. We will continue to take proactive measures to effectively minimise the impact of price volatility.

Your company's emphasis on innovative technology, research & development and comprehensive product mix for environment management should ensure ability to counter uncertain business environment and report continuing improvement in performance.

FINANCIAL RESOURCES Share Capital

Under Employees Stock Option Scheme - ESOS - 2008, the Employees' Stock Option Compensation Committee (ESOCC) allotted 1,31,950 equity shares [82,900 equity shares under ESOS - 2008], 4,000 equity shares under ESOS 2005 [9,500 equity shares under ESOS - 2005] to the directors and employees of the Company. The paid-up equity capital of the Company increased from Rs. 13,42,59,110/- to Rs. 13,56,18,610/- after allotment.

Fixed Deposits

As on 31st March, 2012, 123 fixed deposits amounting to Rs. 24,50,000/- remained unclaimed. 20 Deposits amounting to Rs. 4,84,000/- have been renewed / claimed since then.

EMPLOYEES' STOCK OPTION SCHEMES

The details of Employees' Stock Option Schemes ESOS - 2001, ESOS - 2003, ESOS - 2005 and ESOS - 2008 as required to be given under SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, as amended, are given in the Report on Corporate Governance.

RESTRUCTURING OF BUSINESS

Pursuant to Board and Shareholders' approval for the proposal to sell the Project Division (covering domestic turnkey projects) on a going concern basis to Ion Exchange Projects and Engineering Limited, a wholly owned subsidiary company, the Company is in the process of completing all the necessary formalities for the above mentioned proposal.

SUBSIDIARY COMPANIES

Aqua Investments (India) Ltd. and Watercare Investments (India) Ltd.

During the year ended 31st March, 2012, the Subsidiary companies M/s. Aqua Investments (India) Limited posted profit of Rs. 8.29 lacs compared to Rs. 6.54 lacs of the previous year and M/s. Watercare Investments (India) Ltd. posted profit of Rs. 6.55 lacs compared to Rs. 5.27 lacs of the previous year.

Ion Exchange Enviro Farms Limited (IEEFL)

The Company improved its performance by focusing on select Farms and Product groups. The operating income rose from Rs.78,48 lacs (2010-11) to Rs.108.26 lacs. However due to erratic climatic conditions & other local environmental factors the optimum operational performance could not be reached.

Due to product improvement through R&D the sale of Farm Inputs (e.g. ENVIRO REACH) has increased from Rs.52 lacs to Rs.75 lacs in the current year. The Company expects to enter into new geographies and also new market segments like chilli & other vegetables which will increase the turnover substantially.

Ion Exchange Infrastructure Limited

The Company achieved turnover of Rs. 4,498.34 lacs as compared to Rs. 3,846.93 lacs for the previous year. The profit after tax was at Rs. 10.71 lacs compared to Rs.14.09 lacs for the previous year.

The Company has been established with a view to undertake projects for intake water, water treatment, distribution and waste management on lumpsum turnkey basis. The Company will also provide comprehensive technical and process assistance services such as consultancy, design, detailed engineering and turnkey contracting.

Ion Exchange Asia Pacific Pte Ltd., Singapore and Ion Exchange Asia Pacific (Thailand) Ltd., Thailand

The Company achieved a consolidated turnover of Rs. 843.72 lacs for the year under review as compared to 1,410.95 Lacs for the previous year. The performance of the Company was adversely affected due to uncertain economic conditions in South East Asia & resultant deferment of capital expenditure by customer.

IEI Environmental Management [MJ SDN. BHD, Malaysia

The Company achieved a turnover of Rs. 42.44 lacs for the year under review.

The Company's main activity is trading in water filtration equipments, water chemicals, resins and taking up projects of installing water filtration plants of any nature. The Company has been established with a view of facilitating operations in Malaysia and is a strategic investment which would be crucial for increasing the overall Exports to the country.

Ion Exchange Environment Management (BD) Limited, Bangladesh The Company achieved a turnover of Rs. 550.29 lacs for the year under review.

The Company is set up with a view to strengthen and widen the Company's presence in the Bangladesh market.

After the successful commissioning of assembly shop in Bangladesh, the local business has shown good growth in turnover and this enabled the Company to maintain profit. The Company's major focus has been waste water treatment plants and chemicals in Bangladesh market. The Company plans to enter into infrastructure projects in Bangladesh

Ion Exchange WTS (Bangladesh) Limited, Bangladesh

At present there are no activities in this company. Various options are being explored for streamlining and consolidating the activities of this company along with other wholly owned subsidiery company in Bangladesh viz: Ion Exchange Environment Management (BD) Limited.

Ion Exchange & Co. LLC, Oman

The Company achieved a turnover of Rs. 39.74 crores for the year under review.

The Company is set up to address the needs of Middle East market especially Oman.

The Company is approved by PDO (OMAN). The Company has performed well during the year under review and has declared interim dividend of 60%. The Company has secured two big orders from local petroleum company and European EPC contractor in Oman. One of these jobs, is a 7 years O&M contract for five sea water plants. In order to handle the O&M contract, the company is expanding employee strength which will also be beneficial for further business generation.

Ion Exchange LLC, USA

The Company achieved a turnover of Rs. 17.09 crores for the year under review.

This subsidiary is established to address the needs of US market. The Company's operations will substantially benefit and address the parent company's needs in the US.

In spite of slow economic recovery in USA the Company was able to increase the resin sales business in USA. The Company expects that the growth will continue in the current financial year.

Ion Exchange Projects and Engineering Limited

The Company was incorporated on 9th April, 2012. Pursuant to Board and Shareholders' approval for the proposal to sell the Project Division (covering domestic turnkey projects) on a going concern basis to Ion Exchange Projects and Engineering Limited, the Company is in the process of completing all the necessary formalities to implement the proposal.

Global Composites and Structural's Limited

The Company achieved a turnover of Rs. 23 crores for the year under review.

The Company is in the business of providing integrated engineering services across the life cycle of a project and has expertise in manufacture of RO Pressure Tubes and FRP Tanks and electrical load distribution for water treatment Industries.

A statement as required under Section 212 of the Companies Act, 1956, is attached to the Annual Report.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet. Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts 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. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

CONSOLIDATED FINANCIAL STATEMENTS

As required by Accounting Standard 21 'Consolidated Financial Statements' issued by the Institute of Chartered Accountants of India, the audited Consolidated Financial Statements of the Group are enclosed.

DIRECTORS

Mr. Akhil Marfatia, Mr. Shishir Tamotia and Mr. M. P. Patni retire by rotation and being eligible offer themselves for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

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

(i) in the preparation of the annual accounts for the year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation given relating to material departures;

(ii) appropriate accounting policies have been selected and applied consistently and judgments and estimates were made that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

(iv) the annual accounts have been prepared for the financial year ended 31st Marcti, 2012 on a going concern basis.

CORPORATE GOVERNANCE

A report on Corporate Governance as required under Clause 49 of the listing agreement forms part of this annual report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Report on Management discussion and analysis as required under Clause 49(V) of the listing agreement forms part of this annual report.

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

Information in accordance with Section 217 (1) (e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of this Report for the year ended 31st March, 2012 is given in Annexure I.

PARTICULARS OF EMPLOYEES

The details required to be given under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended are given in Annexure forming part of this report. In terms of section 219 (1) (b) (iv) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

QUALITY INITIATIVES

In line with Management's commitment to Safety, Occupational Health System is successfully implemented at company's chemical division by integrating the same with the existing Quality Management System in accordance with ISO 9001: 2008 and Environmental Management System in accordance with ISO 14001:2004.

Company's Resin Division applied for FICCI Quality Award 2011 with the objective of benchmarking our quality initiatives and performance with other leading organisations. Evaluation criteria for the award focus on Commitment to Quality Systems at work place and its adoption for effectiveness. The Quality processes of the company were appreciated by FICCI, when they awarded 'Certificate of Appreciation' after critical evaluation of the 'Application Report' and subsequent site visit to the manufacturing facility.

Balanced Scorecard, the tool used for implementation of formulated strategies is now internalized effectively.

All other initiatives such as Quality improvement projects to solve chronic problems, monitoring of Quality Objectives, System Audits of Marketing, Execution, Projects and O&M sites continue.

AUDITORS

The Statutory Auditors. M/s. S. R. Batliboi & Co. hold office until the conciusion of this meeting and are eligible for re-appointment. The Company has received letter from M/s. S. R. Batliboi & Co.. to the effect that their re-appointment, if made, would be within the limits specified under section 224(1 B) of the Companies Act, 1956.

ACKNOWLEDGEMENTS

Your Board conveys its deep appreciation of the co-operation extended by customers, suppliers, banks, financial institutions, contribution made by employees for the company's growth, shareholders and fixed deposit holders.

On behalf of the Board of Directors

Rajesh Sharma

Chairman

Mumbai

Date : 25th May. 2012

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the 47th Annual Report and Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS

The highlights of the financial results are as follows :

Year ended Year ended

March 2011 March 2010

(Rs. in Lacs) (Rs. in Lacs)

Profit before taxation 1,940 1,021

Less: Provision for taxation :

Current tax 634 335

Deferred tax 93 25

Profit after tax 1,213 661

Balance in Profit & Loss Account brought forward 2,404 2,000 from Previous Year

Profit balance available for appropriation 3,617 2,661

Appropriations:

Dividend including Proposed Dividend 278 191

Tax on dividend 44 32

Transfer to General Reserve 122 34

Balance in Profit & Loss Account Carried Forward 3,173 2,404 to Balance Sheet

OPERATIONS

During the financial year ended 31st March, 2011, the net profit after tax of the company was Rs. 1,213 lacs, an increase of 83.5% over the previous year's net profit after tax of Rs. 661 lacs. The turnover was higher at Rs. 591 crores as compared to Rs. 514 crores of the previous year, showing an increase of 15%.

DIVIDEND

The Directors are pleased to recommend a dividend of Rs. 2.00 [20%] per equity share for the financial year ended 31st March, 2011.

FUTURE OUTLOOK

Indian economy is seeing major investment in water and environment related Infrastructure. We expect the momentum of such investments to pickup over coming years and your company should benefit from this. Increased awareness and more stringent regulations on pollution control and water conservation are also leading to increased opportunities in the industry which your company will benefit from. While it is expected that with continued focus of Government on development and growth the Indian economy would grow at a good pace but rising inflation and global economic slowdown may act as hindrances.

Your Company has expanded its ability to serve the need of customers for the entire environment management solution portfolio. Thus your Company along with its joint ventures and subsidiaries offer solutions in the field of water, waste water, solid waste, air and renewable energy to diverse set of customers ranging from Infrastructure to household.

Increased focus and improved efficiencies which will be brought about by recent restructuring initiatives are expected to result in significant improvement in financial performance of the Company.

Your company looks at the future with cautious optimism.

FINANCIAL RESOURCES

Share Capital

Under Employees' Stock Option Scheme Ã ESOS - 2008, the Employees' Stock Option Compensation Committee (ESOCC) allotted 82,900 equity shares [6,19,050 equity shares under ESOS - 2008] , 9,500 equity shares under ESOS 2005 [17,000 equity shares under ESOS Ã 2005] and 5,000 equity shares under ESOS 2001 to the directors and employees of the Company. The paid-up equity capital of the company increased from Rs.13,32,85,110/- to Rs. 13,42,59,110/- after allotment.

Fixed Deposits

As on 31st March, 2011, 122 fixed deposits amounting to Rs. 24,97,000/- remained unclaimed. 16 Deposits amounting to Rs. 2,95,000/- have been renewed / claimed since then.

EMPLOYEES' STOCK OPTION SCHEMES

The details of Employees' Stock Option Schemes ESOS Ã 2001, ESOS Ã 2003, ESOS-2005 and ESOS 2008 as required to be given under SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, as amended, are given in the Report on Corporate Governance.

RESTRUCTURING OF BUSINESS

The Board of Directors at their meeting held on 22nd February 2011, accorded their approval for the proposal to sell its Project Division (covering domestic turnkey projects) on a going concern basis to Ion Exchange Projects and Engineering Limited, a wholly owned subsidiary company. Subsequent to the above, on 11th April 2011, the Company has received approval of the shareholders for the sale of the Project Division (covering domestic turnkey projects) by way of postal ballot. The Company is in the process of completing all the necessary formalities for the above mentioned proposal.

AUDITORS' REPORT

The Auditors' observation in paragraph 4 of their report have been explained under the Notes to accounts.

SUBSIDIARY COMPANIES

Aqua Investments (India) Ltd. and Watercare Investments (India) Ltd.

During the year ended 31st March, 2011, the Subsidiary com- panies M/s. Aqua Investments (India) Limited posted profit of Rs. 6.54 lacs compared to Rs. 5.42 lacs of the previous year and M/s. Water Care Investments (India) Ltd. posted profit of Rs. 5.27 lacs compared to Rs. 4.20 lacs of the previous year.

Ion Exchange Enviro Farms Limited (IEEFL)

The Company has been able to improve its performance based on the strategy of focussing on select farms. The farm output increased during the year 2010-11. Encouraged by this, the company is also experimenting on the use of new organic applications and methods to further improve the yields. It has also intensified its efforts in the development of organic nursery to meet the requirements of the farms.

The overall productivity from all the farms, however is yet to reach optimum levels due to erratic climatic conditions and other environmental factors.

The development and sale of organic farm inputs (e.g. ENVIRO REACH) showed an encouraging growth in the grapes market segment, justifying the company's investment and efforts into R&D. The Company now plans to expand into newer geographical areas and also develop products to meet market needs for crops.

Ion Exchange Infrastructure Limited

The Company achieved turnover of Rs. 3,846.92 lacs as compared to Rs. 6,061.16 lacs for the previous year. The profit after tax was at Rs. 14.09 lacs compared to Rs. 302.99 lacs for the previous year.

The Company has been established with a view to undertake projects for intake water, water treatment, distribution and waste management on lump sum turnkey basis. The Company will also provide comprehensive technical and process assistance services such as consultancy, design, detailed engineering and turnkey contracting.

Ion Exchange Asia Pacific Pte Ltd., Singapore and Ion Exchange Asia Pacific (Thailand) Ltd., Thailand

The Company achieved a consolidated turnover of Rs.1,410.95 lacs for the year under review. The performance of the Company picked up during the year as the Company has started to cater multiple geographical areas. The Company has strengthened its resources in terms of manpower and increased presence in other countries. Accordingly, the Companies' turnover improved during the year. But margins were under pressure due to increase in cost of inputs and tough competition from local and international players.

IEI Environmental Management [M] SDN.BHD, Malaysia

The Company achieved a turnover of Rs. 51.96 lacs for the year under review.

The Company's main activity is trading in water filtration equipments, water chemicals, resins and taking up projects of installing water filtration plants of any nature. The Company has been established with a view of facilitating operations in Malaysia and is a strategic investment which would be crucial for increasing the overall exports to the country.

Ion Exchange Environment Management (BD) Limited, Bangladesh

The Company achieved a turnover of Rs. 500.93 lacs for the year under review.

The assembly centre, which the company started during last year, has started giving revenue in the current financial year. However, due to tough competition from local and international players, the company could not achieve the planned growth. There are good prospects as the Company is working on big projects and it expects to increase its business in the Bangladesh market.

Ion Exchange WTS (Bangladesh) Limited, Bangladesh

The Company achieved a turnover of Rs. 3.83 lacs for the year under review.

The company is operating in the field of maintenance services for water treatment and waste water treatment plants.

Ion Exchange & Co. LLC, Oman

The Company achieved a turnover of Rs. 2,493.54 lacs for the year under review.

The Company is set up to address the needs of Middle East market especially Oman.

The Company is now approved by PDO (OMAN). The Company has performed better during the year under review due to full year operation of O & M contract for sea water plants. The company also completed part supply of water treatment plant for the order received during the previous year. Since, the company is now PDO(Oman) approved, it expects to generate good business in Middle East market.

Ion Exchange LLC, USA

The Company achieved a turnover of Rs. 1,530.79 lacs for the year under review.

The company could increase its turnover during the year under review but due to recessionary market conditions and competition , the sales realizations were under pressure. Also, the US economic recovery is very slow affecting the performance during the first quarter of the current year.

Ion Exchange Projects and Engineering Limited

The Company was incorporated on 9th April 2011. It is proposed to sell the Projects Division (covering the domestic turnkey projects) on going concern basis to Ion Exchange Projects & Engineering Limited. Pursuant to shareholder's approval by way of postal ballot the Company is in the process of completing all the necessary formalities to implement the above proposal.

A statement as required under Section 212 of the Companies Act, 1956, is attached to the Annual Report.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts 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. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies

CONSOLIDATED FINANCIAL STATEMENTS

As required by Accounting Standard 21 'Consolidated Financial Statements' issued by the Institute of Chartered Accountants of India, the audited Consolidated Financial Statements of the Group are enclosed.

DIRECTORS

Mr G. S. Ranganathan, Mr. P. SampathKumar and Dr. V. N. Gupchup retire by rotation and being eligible offer themselves for re-appointment.

The Board regrets to inform shareholders of the sad demise of Mr. M. R. Menon on 15th February 2011. The Directors have placed on record their appreciation of the valuable advice and guidance rendered by Mr. Menon. Mrs. Kishori Udeshi was appointed as Additional Director at the Board meeting of the Company held on 27th May, 2011. Mrs. Udeshi holds office upto the conclusion of the ensuing Annual General Meeting. The Company has received notice in writing under section 257 of the Companies Act, 1956 from a shareholder signifying his intention to propose Mrs.Udeshi's name as a candidate to the office of Director.

DIRECTORS' RESPONSIBILITY STATEMENT

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

(i) in the preparation of the annual accounts for the year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation given relating to material departures;

(ii) appropriate accounting policies have been selected and applied consistently and judgements and estimates were made that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

(iv) the annual accounts have been prepared for the financial year ended 31st March, 2011 on a going concern basis.

CORPORATE GOVERNANCE

A report on Corporate Governance as required under Clause 49 of the listing agreement forms part of this annual report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Report on Management discussion and analysis as required under Clause 49(V) of the listing agreement forms part of this annual report.

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

Information in accordance with Section 217 (1) (e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of this Report for the year ended 31st March, 2011 is given in Annexure I.

PARTICULARS OF EMPLOYEES

The details required to be given under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended are provided given in Annexure forming part of this report. In terms of section 219 (1) (b) (iv) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

QUALITY INITIATIVES

Safety plays a major role in today's industrial scenario. In line with Management's commitment to Safety, Corporate Quality Group is facilitating establishment of 'Occupational Health and Safety System, in accordance with the International Standard OHSAS 18001: 2007 in one of its Chemical units.

The OHSAS system is being integrated with the existing Quality Management System in accordance with ISO 9001: 2008 and Environmental Management System in accordance with ISO 14001: 2004. With this integration, documentation, implementation and audits of system will be more effective.

The same concept will be implemented in other Production facilities of IEI.

Balanced Score Card (an approach which integrates Corporate Strategies with well defined action plans and dovetails them to KRA's) which was implemented last year, is now gaining momentum.

Other efforts such as Quality Improvement Projects, Monitoring of Quality Objectives, System audits at Marketing Offices, Production units, Projects and O&M Sites continue.

AUDITORS

The Statutory Auditors, M/s. S. R. Batliboi & Co. hold office until the conclusion of this meeting and are eligible for re- appointment. The Company has received letter from M/s. S. R. Batliboi & Co., to the effect that their re-appointment, if made, would be within the limits specified under section 224(1B) of the Companies Act, 1956.

ACKNOWLEDGEMENTS

Your Board conveys its deep appreciation of the co-operation extended by customers, suppliers, banks, financial institutions, contribution made by employees for the company's growth, shareholders and fixed deposit holders.

On behalf of the Board of Directors

G. S. Ranganathan

Chairman Mumbai

Date : 27th May, 2011

Mar 31, 2010

The Directors have pleasure in presenting the 46th Annual Report and Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

The highlights of the financial results are as follows :

Year ended Year ended

March 2010 March 2009

(Rs. In Lacs) (Rs. in Lacs)

Profit before taxation 1021 374

Less: Provision for taxation :

Current tax 335 78

Deferred tax 25 40

Fringe benefit tax - 112

Profit after tax 661 144

Balance in Profit & Loss Account

brought forward 2,000 2,005

from Previous Year

Profit balance available for appropriation 2,661 2,149

Appropriations:

Dividend including Proposed Dividend 191 127

Tax on dividend 32 22

Transfer to General Reserve 34 -

Balance in Profit & Loss Account Carried Forward 2404 2,000

to Balance Sheet

OPERATIONS

During the financial year ended 31st March, 2010, the net profit after tax of the company was Rs. 661 lacs, as compared to previous years net profit after tax of Rs. 144 lacs. The turnover was higher at Rs. 514 crores as compared to Rs. 445 crores of the previous year, showing a marginal increase of 15.5%.

DIVIDEND

The Directors are pleased to recommend a dividend of Rs. 1.50 [15%] per equity share for the financial year ended 31st March, 2010.

FUTURE OUTLOOK

The market outlook appears positive with expanding opportunities from industrial and infrastructure segment. We can expect to have much better control of cost, as volatility is much less than experienced in the past two years. Moreover, to ensure that residual price volatility does not overly affect us, we have put in place required measures to cover-up price fluctuation through built in escalation clause in long delivery contracts.

We will continue to expand globally, beyond traditional geographies; however in the current year the focus is on consolidating our position in the overseas markets in which we already exist and to ensure we stabilize returns from these before entering other geographies.

Your company will continue to invest in technology and to explore opportunities for further strategic global alliances.

In order to better serve customer needs, your Company has restructured its internal operations with formation of verticals to address the segment-specific needs in the heavy, medium and light sectors. This will enable us to use our total solutions capability to better address the requirements of the customer and provide tailored package.

We feel we are in much better position to capitalize on market opportunities at home and overseas and expect improvement in overall performance and profitability.

FINANCIAL RESOURCES

Share Capital

Under Employees Stock Option Scheme - ESOS - 2008, the Employees Stock Option Compensation Committee (ESOCC) allotted 6,19,050 equity shares and 17,000 equity shares were allotted under ESOS 2005 (2000 equity shares under ESOS 2005) to the directors and employees of the Company. The paid-up equity capital of the company increased from Rs. 12,69,24,610/- to Rs. 13,32,85,110/- after allotment.

Fixed Deposits

As on 31st March, 2010, 152 fixed deposits amounting to Rs. 27,73,000/- remained unclaimed. 31 Deposits amounting to Rs. 5,55,000/- have been renewed / claimed since then.

EMPLOYEES STOCK OPTION SCHEMES

The details of Employees Stock Option Schemes ESOS - 2001, ESOS -2003, ESOS 2005 and ESOS 2008 as required to be given under SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, as amended, are given in the Report on Corporate Governance.

AUDITORS REPORT

The Auditors observation in paragraph 4 of their report have been explained under the Notes to accounts.

SUBSIDIARY COMPANIES

Aqua Investments (India) Ltd. and Watercare Investments (India) Ltd.

During the year ended 31st March, 2010, the Subsidiary companies M/s.Aqua Investments (India) Limited posted profit of Rs 5.42 lacs compared to Rs. 7.13 lacs of the previous year and M/s. Watercare Investments (India) Ltd. posted profit of Rs. 4.20 lacs compared to Rs. 5.73 lacs of the previous year.

Ion Exchange Enviro Farms Limited (IEEFL)

By focusing on select farms the company was able to reduce operating costs while at the same time improve throughput and yields. Apart from Organic Mango and Cashew the company has also developed expertise in growing Organic bananas which have a potential to grow in both sales and profits on a 12 month basis.

However the overall productivity from farm output is yet to reach the optimum levels due to erratic climatic and environmental factors beyond our control. The company also plans to focus on Organic nursery for additional income generation.

The development and sale of farm inputs has further improved with greater acceptance from the market.

Ion Exchange Infrastructure Limited

The Company achieved turnover of Rs. 6,061.16 lacs as compared to Rs. 3,634.98 lacs for the previous year. The profit after tax was at Rs. 302.99 lacs compared to Rs. 257.11 lacs for the previous year.

The Company has been established with a view to undertake projects for intake water, water treatment, distribution and waste management on lump sum turn key basis. The Company will also provide comprehensive technical and process assistance services such as consultancy, design, detailed engineering and turnkey contracting.

Ion Exchange Asia Pacific Pte Ltd., Singapore and Ion Exchange Asia Pacific (Thailand) Ltd., Thailand

The Company achieved a consolidated turnover of Rs.1,015.11 lacs for the year under review.

The performance of the Company picked up during the year as the Company has started to cater multiple geographical areas. The Company has strengthened its resources in terms of manpower and increased presence in other countries.

IEI Environmental Management [M] SDN.BHD, Malaysia

The Company achieved a turnover of Rs. 66.99 lacs for the year under review.

The Companys main activity is trading in water filtration

equipments, water chemicals, resins and taking up projects of installing water filtration plants of any nature. The Company has been established with a view of facilitating operations in Malaysia and is a strategic investment which would be crucial for increasing the overall Exports to the country.

Ion Exchange Environment Management (BD) Limited, Bangladesh

The Company achieved a turnover of Rs. 543.42 lacs for the year under review.

The Company is set up with a view to strengthen and widen the Companys presence in the Bangladesh market.

After the successful commissioning of assembly shop in Bangladesh, the local business has shown good growth in turnover and was also able to maintain profit. The Companys major focus has been waste water treatment plants and chemicals in Bangladesh market. The Company plans to enter into infrastructure projects in Bangladesh

Ion Exchange & Co. LLC, Oman

The Company achieved a turnover of Rs. 410.42 lacs for the year under review.

The Company is set up to address the needs of middle east market especially Oman.

The Company is now approved by PDO (OMAN). The Company has performed well during the year under review. The Company has secured two big orders from local petroleum company and European EPC contractor in Oman. One of these jobs, is a 7-year O&M contract for five sea water plants. In order to handle the O&M contract, the company is expanding employee strength which will also be beneficial for further business generation.

Ion Exchange LLC, USA

The Company achieved a turnover of Rs. 1,421.76 lacs for the year under review.

This subsidiary is established to address the needs of U S market. The Companys operations will substantially benefit and address the parent companys needs in the US.

The recession in USA has badly hit the local operations as well as profitability. However, the business received in the last quarter of Financial Year has boosted confidence and the company is hopeful that it will turn around the US operations.

A statement as required under Section 212 of the Companies Act, 1956, is attached to the Annual Report.

Central Government approval under Section 212 (8) of the Companies Act 1956.

The Company has made an application to Central Government under sub-section 8 of section 212 of the Companies Act 1956, seeking exemption from attaching the subsidiaries annual reports with the Companys annual report. The Central Government is in the process of granting approval to the Company under the said section.

CONSOLIDATED FINANCIAL STATEMENTS

As required by Accounting Standard 21 Consolidated Financial Statements issued by the Institute of Chartered

Accountants of India, the audited Consolidated Financial Statements of the Group are enclosed.

DIRECTORS

Mr M. P. Patni, Mr. T. M. M. Nambiar and Mr. Abhiram Seth retire by rotation and being eligible offer themselves for re- appointment.

At the Board meeting held on 25th March 2010 Mr. Rajesh Sharma was re-appointed as Vice Chairman and Managing Director with effect from 1st April 2010. The re-appointment of Mr. Rajesh Sharma as Managing Director is being proposed by resolution which form part of the Notice of Annual General Meeting.

Mr. Shishir Tamotia was appointed as additional director at the Board meeting of the Company held on 24th May 2010. Mr. Tamotia holds office upto the conclusion of the ensuing Annual General Meeting. The Company has received notice in writing from a shareholder signifying his intention to propose Mr.Tamotias name as a candidate to the office of Director.

DIRECTORS RESPONSIBILITY STATEMENT

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

(i) in the preparation of the annual accounts for the year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation given relating to material departures;

(ii) appropriate accounting policies have been selected and applied consistently and judgments and estimates were made that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period ;

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

(iv) the annual accounts have been prepared for the financial year ended 31st March, 2010 on a going concern basis. CORPORATE GOVERNANCE

A report on Corporate Governance as required under Clause 49 of the listing agreement forms part of this annual report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Report on Management discussion and analysis as required under Clause 49(V) of the listing agreement forms part of

this annual report.

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

Information in accordance with Section 217 (1) (e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of this Report for the year ended 31st March, 2010 is given in Annexure I.

PARTICULARS OF EMPLOYEES

The details required to be given under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended are provided given in Annexure forming part of this report. In terms of section 219 (1) (b) (iv) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

QUALITY INITIATIVES

The concept of Balanced Score Card which was initiated last year has now been implemented at all levels, across the Organisation, to monitor the key strategies and actions plans. The system is now maturing as a useful tool to identify and bridge the gaps based on changes in the business environment.

Corporate Quality is facilitating the task of mapping and strengthening of internal process in the Organisation in order to understand and meet customer requirements more accurately.

Other efforts in the area of systems, audits at all locations, tracking of Quality Objectives etc continue.

AUDITORS

The Statutory Auditors, M/s. S. R. Batliboi & Co. hold office until the conclusion of this meeting and are eligible for re- appointment. The Company has received letter from M/s. S. R. Batliboi & Co., to the effect that their re-appointment, if made, would be within the limits specified under section 224(1 B) of the Companies Act, 1956.

ACKNOWLEDGEMENTS

Your Board conveys its deep appreciation of the co-operation extended by customers, suppliers, banks, financial institutions, contribution made by employees for the companys growth, shareholders and fixed deposit holders.

On behalf of the Board of Directors

G. S. Ranganathan

Chairman

Mumbai

Date : 24th May, 2010

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