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Directors Report of Kanoria Chemicals & Industries Ltd.

Mar 31, 2018

Dear Members,

The Board takes pleasure in presenting its Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended 31^st March, 2018.

1. FINANCIAL SUMMARY

(Figs in Rs. in Crores)

Particulars	2017-18	2016-2017
Total Income	337.22	361.04
Profit before Finance Costs, Depreciation, Tax and Exceptional Items	12.38	18.23
Less : Finance Costs	4.18	2.85
Less: Depreciation and amortisation	5.23	5.31
Less/ (Add): Exceptional items	-	-
Profit before tax	2.97	10.07
Less: Tax expenses	1.17	3.32
Profit for the Year	1.80	6.75
Other Comprehensive income for the year net of tax	1.75	0.69
Total Comprehensive income for the year	3.55	7.44

2. DIVIDEND

The Board of Directors recommends, for consideration of shareholders at the Annual General Meeting, a Dividend @ 20 % (Rs.2/-per share) on Equity Shares of Rs.10/- each for the year ended 31st March, 2018.

3. TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserves during the current year.

4. OPERATIONS

During the year under review, the Companyâs sale was Rs.328.11 crores (including exports of Rs.75.74 crores) against sales of Rs.354.28 crores (including exports of Rs.57.45 crores) during the previous year. The production was 41968 M.T. against 40544 M.T. during the previous year. Revenue from operations is lower mainly due to lower raw jute prices having consequential impact on prices of Finished Goods.

Raw jute market remained sedate with steady availability during FY18 after having witnessed extreme volatility in Q1/Q2 FY17. We have seen favorable weather conditions during the March/April 2018 sowing time (which saw record number of Kalbaisakhi thundershowers) in the South Bengal belt which is the primary source for sacking jute for the industry. However, unconfirmed reports on sowing area reduction have offset the optimism on raw jute availability. During FY18, Bangladesh imposed a ban on exports of uncut jute to protect its own jute industry.

5. CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements under the Companies Act, 2013; and as stipulated under the SEBI (Listing Obligations & Disclosure Requirements), 2015, a separate section on corporate governance along with a certificate from the Statutory Auditors of the Company confirming the compliance, is annexed and forms part of this Report.

6. EXTRACT OF THE ANNUAL RETURN

As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return for the year ended 31st March, 2018 in Form No MGT 9 is annexed as Annexure II, forming part of this Report.

7. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

The Company has not given any loan, guarantee or made any investments exceeding sixty per cent of its paid-up share capital, free reserve and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more, as prescribed in Section 186 of the Companies Act, 2013.

8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

A Related Party Policy has been devised by the Board of Directors for determining the materiality of transactions with related parties and dealings with them. The said policy may be referred to at the website of the Company www.ludlowjute.com. The Audit Committee reviews all related party transactions quarterly. Necessary approval of the Audit Committee and the Board of Directors were taken wherever required.

Further the members may note that the Company had entered into the following related party transactions at armâs length price:

- Property taken on lease from Kirtivardhan Finvest Services Limited.

- Availing of services like maintenance, upkeep, allied services and facilities, amenities, etc., from Belvedere Gardens Limited.

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

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act 2013, read with Rule 8 of the Companies (Accounts) Rules 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed as Annexure I, forming part of this Report.

10. RISK AND MITIGATING STEPS

The Company has identified various risks faced from different areas. As required under the SEBI (Listing Obligations & Disclosure Requirements), 2015, the Board has adopted a Risk Management Policy whereby a proper framework is set up. Appropriate structures are present so that risks are inherently monitored and controlled. A combination of policies and procedures attempts to counter risk as and when they evolve.

The Company has also formed a Risk Management Committee which monitors the risk elements and mitigation procedures at periodical intervals. The constitution and terms of reference are set out in details in the Corporate Governance Report. The risks and its mitigating factors are discussed by the Committee and subsequently placed before the Board.

11. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Composition and terms of reference of the Corporate Social Responsibility Committee have been furnished in the Corporate Governance Report, forming part of this Report. The said policy may be referred to on the Companyâs official website www.ludlowjute.com.

The Company wishes to inform the members that it is well aware and taking care of its social responsibilities and during the year the gross amount spent by the Company as CSR expenditure is Rs.5.62 Lacs.

In terms of provisions under Section 135 of the Companies Act, 2013, the CSR expenses to be incurred by the Company during the year 2017-18 was Rs.8.60 lakhs. The Company complied with all the necessary provisions of the Companies Act, 2013, by spending the said amount on the activities as identified and approved by the CSR Committee.

12. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

A Vigil Mechanism/Whistle Blower Policy has been formulated by the Company for its Directors and Employees. The policy allows intimation by affected persons in good faith of any concern or misconduct through a written communication. The Audit Committee oversees the Vigil Mechanism for disposal of the complaints. The said policy may be referred to on the Companyâs website www.ludlowjute.com.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. A. C. Mukherjee, Director of the Company, has expressed his desire/intent to resign from the post of directorship of the Company, w.e.f. 8th May, 2018, due to his advancing age and on health grounds. He has been serving as Director since 14^th March, 1996. The Board has taken note and accepted the same. The Board laces on record its deep appreciation of the invaluable contributions made by Mr. A. C. Mukherji during his tenor of 22 (Twenty-two) years as Directors of the Company.

Mr. Bharat Kumar Jalan has been appointed as the Additional Director of the Company w.e.f. 7^th May, 2018.

The Board condoled the untimely demise of Mr. L.G. Toolsidass, Director of the Company who passed away on 18th April, 2018. His contribution to the progress of the Company was recognised by the members.

None of the Directors of the Company are disqualified for being appointed as a Director, as specified in Section 164(2) of the Companies Act, 2013.

I. Declaration from Independent Directors on Annual Basis

The Company has received necessary declarations from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013.

II. Nomination and Remuneration Policy

The Company follows a policy on nomination and remuneration of Directors and Senior Management Employees. The Nomination and Remuneration Committee reviews the composition and diversity of the Board, keeping in view the requirements of Companies Act, 2013 and Listing Agreement and recommends to the Board, appointment/reappointment of eligible personnel including their terms of appointment and remuneration. The Nomination and Remuneration Policy including criteria for determining qualifications, positive attributes and independence of a Director has been formulated. The said policy may be referred to on the Companyâs website www.ludlowjute.com.

The performance of the Board has been evaluated as per the policy laid down in that regard.

III. Ratio of Remuneration of each Director

Details of Ratio of Remuneration of each Director to the median employeeâs remuneration is given Annexure IV, forming part of this Report.

14. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to Directorsâ Responsibility Statement, it is hereby confirmed:

a) That in the preparation of the annual accounts for the financial year ended 31^st March, 2018, the applicable Accounting Standards had been followed;

b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were responsible 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/loss of the Company for that period;

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the Directors have prepared the accounts for the financial year ended 31^st March, 2018, on âa going concernâ basis;

e) That the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively;

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

15. BOARD MEETINGS

The Board of Directors of the Company met four times during the financial year ended 31^st March, 2018, at a gap not exceeding one hundred and twenty days as per Section 173 of the Companies Act, 2013. Details are available in the Corporate Governance Report forming part of this Report.

16. AUDIT COMMITTEE

The composition and terms of reference of the Audit Committee have been furnished in the Corporate Governance Report forming a part of this Report. There have been no instances where the Board has not accepted the recommendations of the Audit Committee.

17. PARTICULARS OF EMPLOYEES

No employee of the Company was in receipt of remuneration exceeding the limit as prescribed under Section 134 of the Companies Act, 2013.

18. FIXED DEPOSIT

Your Company has not accepted any deposits from public in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

19. SUBSIDIARY COMPANIES

During the year no Company became or ceased to be a subsidiary, joint venture partner or associate of the Company.

The Performance and Financial position of the subsidiaries are as hereunder: (âin 000)

Financial Position	Sijberia Industries Ltd.	Ludlow Exports Ltd.
Reporting Currency	INR	INR
Share Capital	10440	2500
Other Equity	11372	715
Total Assets	21824	3268
Total Liabilities	21824	3268
% of Shareholding	53.91	100

Performance	Sijberia Industries Ltd.	Ludlow Exports Ltd.
Turnover	1148	188
Profit before Tax	193	146
Provision for Taxation	57	38
Profit after Tax	136	108

20. CONSOLIDATED FINANCIAL STATEMENTS

As stipulated by Regulation 33 of the SEBI (Listing Obligations & Disclosure Requirements), Regulations 2015, the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards. The Audited Consolidated Financial Statements together with Auditorsâ Report form part of the Annual Report.

21. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

No material changes and commitments affecting the Financial Position of the Company have occurred between 31^st March, 2018 and the date of Boardâs Report.

22. LISTING WITH STOCK EXCHANGE

Your Company is listed with Bombay Stock Exchange Limited and has paid listing fees for the financial year 2018-19.

23. STATUTORY AUDITORS

In the 38^th AGM held on 4^th September, 2017, M/s. J. K. Agarwal & Associates., Chartered Accountants, had been appointed as Statutory Auditors of the Company for a period of five years. Ratification of the appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM.

Further, the report of the Statutory Auditors along with notes to Schedules is enclosed with this Annual Report. The observations made in the Auditorsâ Report are self explanatory and therefore do not call for any further comments.

24. COST AUDITORS

As per directives of the Central Government and in pursuance to the provisions of Section 148 of the Companies Act, 2013 read with Rules framed there under, the Company is required to carry out an audit of Cost Accounts maintained by the Company in respect of each financial year. Our serving Cost Auditorsâ firm, M/s. Prasad & Co., had been dissolved due to the death of one of its partners. On recommendation of the Chairman of the Audit Committee, M/s. SPK Associates., Cost Accountants, having the surviving partner of erstwhile M/s.Prasad & Co. as a Partner, has been appointed as the new Cost Auditor of the Company to conduct the audit of Cost Records of your Company for the financial year 2018-19. The remuneration proposed to be paid to them, recommended for ratification by the Audit Committee, requires ratification by the shareholders of the Company. In view of this, your ratification for payment of remuneration to Cost Auditors is being sought at the ensuing AGM.

25. SECRETARIAL AUDIT:

In terms of Section 204 of the Act and Rules made thereunder, Mr. B.N. Khandelwal, Practicing Company Secretary has been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure III to this Report. The Report is self explanatory.

26. ENVIRONMENT AND SAFETY

Pioneering green business practices is the buzzword today. Your Company firmly believes in environment protection and conservation of natural resources to the extent possible. We have taken initiatives to produce eco-friendly products while complying with environment and pollution standards. Safety, in all aspects of manufacturing, is given full attention by the Company. The Company has also obtained certification under ISO 14001:2004 for its Environmental Management Systems.

27. APPRECIATION

Your Directors wish to place on record their appreciation for the commitment and contributions made by the employees. We would like to express our sincere gratitude to the Banks, Government Authorities, Customers, Dealers, and all Stakeholders for their continued support to the Company. We value the enduring relation and co-operation from all associates.

For and on behalf of the Board

Registered Office:

KCI Plaza, 4th Floor,

23C, Ashutosh Chowdhury Avenue, R.V. Kanoria Ajay Todi

Kolkata - 700 019 Non-Executive Chairman Managing Director

Dated: 7^th May, 2018

Mar 31, 2018

DIRECTORS REPORT

TO THE SHARE HOLDERS

The Directors have pleasure in presenting the Fifty Eighth Annual Report, along with the Audited Accounts of the Company for the financial year ended 31st March 2018.

Detailed information on the performance of your Company appears in the Annual Report. A discussion on the operations of the Company is given in the sections titled ''Year in Review'' and ''New Frontiers''. Some of the statutory disclosures, however, appear in this Report. The Report, read along with the other sections, would provide a comprehensive overview of the Company''s performance and plans.

FINANCIAL RESULTS

The financial performance of the Company for the year ended 31st March 2018 is summarized below:

Rs,_{Rs jn mi}n_ion)

Particulars	2017-2018	2016-2017
Total Income	3,701.22	3,500.41
Profit before Depreciation, Finance Cost, Tax and Exceptional items	364.87	512.15
Depreciation and Amortisation expenses	211.88	204.32
Finance Costs	70.58	32.67
Exceptional items	-	184.17
Profit before Tax	82.41	90.99
Less: Tax expenses	26.41	(96.21)
Profit for the year	56.00	187.20
Other Comprehensive income for the year, net of tax	(23.84)	1.49
Total Comprehensive income for the year	32.16	188.69

OVERVIEW

During the year under review, the performance of the Company remained under pressure. The Chemicals business suffered from fluctuating commodity prices, particularly in inputs required for the products of the Company. Due to efficient functioning of both of its plants in Ankleshwar, Gujarat and Vizag, Andhra Pradesh, the Company has withstood the pressures in the market. The future, however, is looking much brighter.

The technological up gradation in the Formaldehyde plant at Ankleshwar was completed during this year. The Company is now looking to add a third location for a new plant in Andhra Pradesh.

In the solar power segment, generation continues to be good.

A brief description of the operations of the subsidiaries of the Company appears later in this report.

SCHEME OF AMALGAMATION

The Board of Directors, in its Meeting held on 18th May 2018, has approved a Scheme of Amalgamation for the amalgamation of the Company''s wholly owned subsidiary, Pipri Limited with the Company with effect from 1st April 2018, subject to necessary statutory and regulatory approvals, including sanction of the Hon''ble National Company Law Tribunal. The amalgamation will enable pooling and more effective utilization of the combined resources thereby benefiting the Company, its shareholders and all concerned.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments have occurred after the close of the financial year 2017-18 till the date of this Report, which affect the financial position of the Company.

DIVIDEND

The Board of Directors recommends, for consideration of the shareholders at the Annual General Meeting, a Dividend @ 30% (Rs. 1.50 per share) on Equity Shares of Rs. 5/- each for the financial year ended 31st March 2018.

CREDIT RATINGS

CARE Ratings Limited (CARE) has reaffirmed CARE A (Single A Plus) rating for the long-term bank facilities of the Company.

CARE has also reaffirmed CARE A1 (A One Plus) ratings for the short-term bank facilities and Commercial Paper.

CONSOLIDATED FINANCIAL STATEMENT

As per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) and provisions of the Companies Act, 2013, the audited Consolidated Financial Statement for the year ended 31st March 2018 has been annexed with the Annual Report.

DEPOSITS

During the year under review, the Company has not accepted any deposits from the public and that as at the end of the year there were no outstanding deposits under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with respect to financial statements. The policies and procedures adopted by the Company ensure prevention and detection of frauds and errors, accuracy and completeness of the records and timely preparation of reliable financial statements. No reportable material weakness in the design or operation was observed during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year, on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on 14th November 2017, has re-appointed Shri R. V. Kanoria (DIN: 00003792) as the Managing Director of the Company for further period of three years with effect from 10th January 2018, subject to the approval of the shareholders of the Company.

On the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on 18th May 2018, has appointed Shri Sidharth Kumar Birla (DIN: 00004213) as an Additional Director of the Company in the category of Independent Director, not liable to retire by rotation, for a period of 5 consecutive years with effect from 18th May, 2018, subject to the approval of the shareholders.

Shri Sidharth Kumar Birla has given his consent to act as Director and declared that he is eligible for appointment as a Director and meets the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 (âActâ) and the Listing Regulations.

In the opinion of the Board, Shri Sidharth Kumar Birla fulfills the conditions for appointment as Independent Directors as specified in the Act and the Listing Regulations and is also independent of the Management.

As per Section 161 of the Companies Act, 2013, Shri Sidharth Kumar Birla as an Additional Director holds office up to the date of the 58th Annual General Meeting. The necessary resolution for his appointment as an Independent Director of the Company, not liable to retire by rotation, for a period of 5 consecutive years with effect from 18th May 2018, is being placed at the 58th Annual General Meeting for the approval of the shareholders. The Board of Directors recommends appointment of Shri Sidharth Kumar Birla as a Director in the interest of the Company.

Shri S. V. Kanoria (DIN: 02097441) retires by rotation at the ensuing AGM, under the applicable provisions of the Act, and being eligible, offers himself for appointment as a Director of the Company.

None of the Directors of the Company is disqualified for being appointed as a Director, as specified in Section 164(2) of the Act.

Additional information, pursuant to the Listing Regulations, in respect of Directors seeking appointment/re-appointment is given in the AGM Notice of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from all the Independent Directors of the Company, confirming that they meet the criteria of independence, as prescribed under the Companies Act, 2013 and the Listing Regulations.

PERFORMANCE EVALUATION

The Company has framed the criteria for performance evaluation of Independent Directors, the Board, the Board Committees and other individual Directors. Criteria for performance evaluation of the Chairman & Managing Director, Executive Director and Non-Independent Director have also been framed.

The criteria for performance evaluation of Directors among others includes factors such as preparation, participation, engagement, personality and conduct, value addition, strategic planning and vision, team spirit and consensus building, leadership quality, understanding and focus on key business issues, independent thinking and judgment, quality of analysis, experience and business wisdom, management qualities, awareness, motivation, integrity, ethics and receptivity. The criteria for evaluating the Board''s functioning/effectiveness inter alia includes its structure, strategic review, business performance review, internal controls, process and procedures.

On the basis of the criteria framed, a process was followed by the Board for evaluating the performance of individual Directors, its own performance and its Committees. The Nomination and Remuneration Committee also evaluated the performance of every individual Director. The Independent Directors in their separate Meeting also carried out the performance evaluation of the Chairman & Managing Director, Executive Director and other non-independent Director as well as the Board of the Company. The Directors expressed overall satisfaction on the performance and functioning of the Board, its Committees and the Directors.

FAMILIARISATION PROGRAMMES

The details of programmers to familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model/procedures/processes of the Company, etc. through various programmers are put on the website of the Company and can be accessed at the link: http://www.kanoriachem.com/images/FamPro.pdf.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

During the Financial Year 2017-18, the Company held four Meetings of the Board of Directors. The details of the Meetings and attendance of each of the Directors thereat are provided in the Report on Corporate Governance forming part of the Annual Report. The maximum gap between any two consecutive Board Meetings did not exceed 120 days.

AUDIT COMMITTEE

The Audit Committee of the Company comprises of Shri Amitav Kothari, Shri H. K. Khaitan and Prof. S. L. Rao, Independent Directors, and Shri R. V. Kanoria, Chairman & Managing Director of the Company. Shri Amitav Kothari is the Chairman of the Committee. The terms of reference of the Committee have been provided in the Corporate Governance Report.

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Company comprises of Shri H. K. Khaitan and Shri Amitav Kothari, Independent Directors and Shri S. V. Kanoria, Wholetime Director of the Company. Shri H. K. Khaitan is the Chairman of the Committee. The terms of reference of the Committee have been provided in the Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company comprises of Prof. S. L. Rao, Shri H. K. Khaitan, Shri Ravinder Nath and Shri G. Parthasarathy, Independent Directors, and Shri R. V. Kanoria, Chairman & Managing Director of the Company. Prof. S. L. Rao is the Chairman of the Committee. The terms of reference of the Committee have been provided in the Corporate Governance Report.

The Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee, has formulated the Nomination and Remuneration Policy, which contains the matters with regard to criteria for appointment of Directors and determining Directors'' independence and policy on remuneration for Directors, Senior Managerial Personnel and other employees, and the same may be accessed at the Company''s website at the link: http://www.kanoriachem.com/images/NomRemPol.pdf.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee of the Company comprises of Smt. Madhuvanti Kanoria, a Director, Shri R. V. Kanoria, Managing Director and Shri

H. K. Khaitan, an Independent Director. Smt. Madhuvanti Kanoria is the Chairperson of the Committee. The terms of reference of the Committee have been provided in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company acts as a good Corporate Citizen and as its philosophy always strive to conduct its business in inclusive, sustainable, socially responsible, ethical manner and to continuously work towards improving quality of life of the communities. The Company has in place a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company. The Corporate Social Responsibility Policy of the Company enables it to continue to make responsible contribution towards welfare of the society.

Initially, the Company''s focus will be on the following areas:

- Promoting education, including special education and employment enhancing vocational skills especially among children, women, elderly and the differently baled and livelihood enhancement projects.

- Empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centers and such other facilities for senior citizens.

- Eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation.

The Company may also undertake other need based initiatives in compliance with Schedule VII to the Companies Act, 2013.

The CSR Policy may be accessed on the Company''s website at the link: http://www.kanoriachem.com/images/CSRPol.pdf.

During the year, the Company has spent Rs. 1.80 million on the CSR activities.

The Annual Report on the CSR activities, pursuant to Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is provided as Annexure to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis is a part of the Annual Report.

SUBSIDIARIES

APAG Holding AG, Switzerland (âAPAGâ) and Pipri Limited are the wholly owned subsidiaries of the Company. Kanoria Africa Textiles Plc, Ethiopia is a subsidiary of the Company. During the year, APAG incorporated a new wholly owned subsidiary in Canada by the name of APAG Electronic Corp., to set up a manufacturing plant to cater to the North American market. Further, APAG Electronic S. De R.L. De C.V. and APAG Services S. De R.L. De C.V., the wholly owned subsidiaries of APAG, in Mexico which were not in operation were liquidated. APAG now has APAG Electronic AG, APAG Electronic s.r.o, CoSyst Control Systems GmbH, APAG Electronic LLC and APAG Elektronik Corp. as its wholly owned subsidiaries.

The performance of the Automobile Electronics business in Europe, carried out by APAG Group has been exceedingly good during the year and strategic initiatives have proved to be rewarding. In a span of five years, the turnover of this business has increased by over 250%. The bottom line is also showing commensurate growth.

The Denim plant of Kanoria Africa Textiles Plc. in Ethiopia is now showing signs of turning the corner. The most difficult issues of labour turnover and consistent quality have been largely overcome. In order to align the product mix to current market requirements, fresh investments are being made for adding a ring spinning section. Further, the company is also getting into integrated manufacturing by adding garmenting in a small way. The loss during the year is much lower than the previous years and further improvement in performance is expected in the coming years.

A report on the performance and financial position of the subsidiaries of the Company, as per the Companies Act, 2013, is provided in the Annual Report and hence, the same is not repeated here for the sake of brevity.

The Policy for determining Material Subsidiaries as approved by the Board may be accessed on the Company''s website at the link: http://www.kanoriachem.com/images/MatSub.pdf.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Details of loans given, investments made, guarantees given and securities provided as covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Note No. 36 of the Standalone Financial Statements.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm''s length basis. None of the transactions with any of the related parties were in conflict with the Company''s interest. The Company had not entered into any transaction with related parties during the year which could be considered material, in terms of materiality threshold for the related party transactions.

The Policy on Related Party Transactions as approved by the Board may be accessed on the Company''s website at the link: http://www.kanoriachem.com/images/RelPar. pdf.

VIGIL MECHANISM

The Company promotes ethical behavior in all its business activities and has put in place a mechanism of reporting illegal or unethical behavior. In compliance with the provisions of Section 177(9) of the Companies Act, 2013 and the Listing Regulations, 2015, the Company has in place a Whistle Blower Policy for its Directors and Employees to report concerns about unethical behavior, actual or suspected fraud or violation of applicable laws and regulations and the Company''s Codes of Conduct. The concerns may be reported to the Audit Committee through the Nodal Officer and, in exceptional cases, may also be reported to the Chairman of the Audit Committee. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice. During the year under review, no employee was denied access to the Audit Committee.

The Whistle Blower Policy may be accessed on the Company''s website at the link: http://www.kanoriachem.com/images/WhiBlo.pdf.

CORPORATE GOVERNANCE

The Company adheres to good governance practices. Corporate Governance at KCI extends to all stakeholders and is embodied in every business decision. The Company places prime importance on reliable financial information, integrity, transparency, empowerment and compliance with the law in letter and spirit. While Management Discussion and Analysis Report that is an annexure to the Directors'' Report, appears in the Section titled Year in Review in the Annual Report, the Corporate Governance Report and the Certificate from the Auditors of the Company confirming compliance of the conditions of Corporate Governance are annexed hereto and form a part of the Directors'' Report.

There is a conscious effort to ensure that the values enshrined in the Codes of Conduct for the Directors and Senior Management Personnel and the Employees respectively, are followed in true spirit across all levels of the Company.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return of the Company as on the financial year ended 31st March 2018 is given in Form no. MGT- 9 as an Annexure to this Report.

AUDITORS AND AUDITORS'' REPORT

As per the provisions of Section 139 of the Companies Act, 2013, M/s. Jitendra K Agarwal & Associates, Chartered Accountants (Firm Registration No. 318086E) were appointed, at the 57th Annual General Meeting of the Company held on 4th September, 2017, as the Statutory Auditors of the Company for a term of 5 years commencing from the conclusion of the 57th AGM till the conclusion of the 62nd AGM.

The Auditors'' Report for the financial year ended 31st March, 2018 does not contain any qualification, reservation or adverse remark.

FRAUD REPORTING

During the year under review, the Auditors have not reported any matter under Section 143 (12) of the Companies Act, 2013, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013, the Board has, on the recommendation of the Audit Committee, approved the appointment of M/s N. D. Birla & Co., Cost Accountants (Firm Registration No. 000028), Ahmadabad, as the Cost Auditors for conducting the audit of the cost records of the Company for the financial year ending on 31st March 2019, at a remuneration of Rs. 1,45,000/- (Rupees One Lakh Forty Five Thousand only) plus applicable taxes and reimbursement of travelling and other incidental expenses to be incurred in the course of cost audit.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s Vinod Kothari & Co., Practicing Company Secretaries (UIN: P1996WB042300), to conduct Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit Report for the financial year 2017-18 is provided as an Annexure to this Report. The Report does not contain any qualification, reservation or adverse remark.

RISK MANAGEMENT

The Company''s management systems, organizational structures, processes, codes of conduct together form the basis of risk management system that governs and manages associated risks. The Risk Management Committee of the Company assesses the significant risks that might impact the achievement of the Company''s objectives and develops risk management strategies to mitigate/minimize identified risks and designs appropriate risk management procedures. The Board does not foresee any risk which may threaten the existence of the Company.

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

As required under Section 134 of the Companies Act, 2013 and the rules framed there under, the statement containing necessary information in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo is provided in the Annexure to this Report.

EMPLOYEES INFORMATION AND RELATED DISCLOSURES

As required under Section 197(12) of the Companies Act, 2013 read with the Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures of remuneration and other details/particulars of the Directors and employees of the Company are provided in the Annexure to this Report.

SAFETY AND ENVIRONMENT

The Company is committed to sustainable development and a safe workplace. Its approach to environment management is guided by the principle of provision of safe working environment through continuous up-gradation of technologies, prevention of pollution and conservation of resources and recycling waste.

As a result of its sustained compliance to Health, Safety, Environment and Quality standards, the Company''s Alco Chemical Divisions at Ankleshwar and Vishakhapatnam are ISO 9001, 14001 and OHSAS 18001 certified.

The Company has a documented Health & Safety Policy that is displayed and communicated to all employees at plant locations. With the view to achieve a ''Zero Accidents'' status, the Company has developed health and safety procedures as well as safety targets and objectives.

The Company also lays thrust on renewable energy sources and solar energy.

HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS

The Company''s human resource development is founded on a strong set of values. The policies seek to instill spirit of trust, transparency and dignity among all employees. The Company continues to provide ongoing training to its employees at different levels.

Industrial relations with the employees and workers across all locations of the Company continued to be cordial during the year.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(5) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2018 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken 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:

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls to be followed by the Company have been laid down and that the financial controls are adequate and are operating effectively; and

f) that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

During the year under review, no case was filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude the commitment and dedication of the employees for their untiring personal efforts as well as their collective contributions at all levels that have led to the growth and success of the Company. The Directors would like to thank other stakeholders including lenders and business associates who have continued to provide support and encouragement.

For and on behalf of the Board,

Registered Office

''Park Plaza''

71, Park Street R. V. Kanoria

Kolkata 700 016 Chairman & Managing Director

Date: 18th May 2018 DIN:00003792

Mar 31, 2016

Dear Members,

The Board takes pleasure in presenting its Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended 31st March, 2016.

1. FINANCIAL SUMMARY (Rs. in crores)

Particulars	2015-16	2014-15
Sales excluding excise duty	351.58	230.20
Profit before Finance Costs and Depreciation	17.64	(4.58)
Less : Finance Costs	3.14	4.26
Gross Profit	14.50	(8.84)
Less: Depreciation and amortization	5.86	7.13
Profit before Exceptional Items and Tax	8.64	(15.97)
Less/ (Add): Exceptional items	-	9.31
Profit before tax	8.64	(6.66)
Less: Tax expenses	3.00	2.12
Profit for the year	5.64	(4.54)
Add: Balance as per last Financial Statements	16.25	22.21
Adjustment for Depreciation (net of tax)	-	(0.96)
Add: Adjustment for tax of earlier year	-	0.19
Profit available for appropriations	21.89	16.90
Appropriations :
General Reserve	0.28	-
Proposed Dividend on Equity Shares	1.62	0.54
Corporate Dividend Tax	0.33	0.11
Total	2.23	0.65
Balance carried forward to Balance Sheet	19.66	16.25

2. DIVIDEND

The Board of Directors recommends, for consideration of shareholders at the Annual General Meeting, a Dividend @ 15% (Rs. 1.50 per share) on Equity Shares of Rs. 10/- each for the year ended 31st March, 2016.

3. TRANSFER TO RESERVES

In view of the gains earned by the Company this year, Rs. 28.20 lacs has been transferred to the General Reserve.

4. OPERATIONS

During the year under review, the Company''s sale was Rs. 355.07 crores (including exports of Rs. 45.93 crores) against sales of Rs. 232.51 crores (including exports of Rs. 44.53 crores) during the previous year. The production was 45372 M.T. against 37195 M.T. during the previous year.

Your Company coped with the challenge posed by the serious dearth of orders in Q1 FY 16 by adopting a proactive approach whereby advance orders booked in Q4 FY15 were serviced in Q1 FY16 at a time when Government orders had dried up. This enabled us to increase production as well as tide over an otherwise difficult situation when several other mills closed down in the period May-July, 2015.

On the export front, yarn exports continue to suffer from competition from Bangladeshi export subsidy supported yarn produced with unregulated, exploited low cost labour. The spurt in raw jute prices in India in Q3 FY16 coupled with the ban on raw jute exports from Bangladesh in November, 2015 further caused an unfavorable situation.

5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

i) Industry Structure And Developments

Encouragement of eco-friendly jute packaging via JPM (Jute Packaging Materials) Act, 1987 was continued in the year gone by. However, due to acute shortage of raw jute after a second successive poor crop year, prices of raw jute increased rapidly from December 2015. As a corrective measure, Government of India diverted orders equivalent to 5.5 lac bales of jute sacking to synthetics. The jute industry also responded proactively in FY16 and a lighter 580 gms jute sacking bag was developed to replace the 665 grams bag, thereby conserving raw jute and also substantially reducing the cost of Jute sacks being procured by the Government.

The massive increase in wage costs due to steep increases in Dearness Allowance in FY16 continued to hugely impact the jute Industry.

ii) Opportunities

With increasing focus on climate change and growing environmental awareness, natural fibres are finding favour with the consumers world over. Jute is the most sustainable, renewable, biodegradable and eco-friendly natural fibre with a crop cycle of only 120 days and, thus, it provides sustenance as a extra soil-strengthening cash crop for farmers. It is high time that instead of looking at short term material costs, all stakeholders factor in the huge savings from jute resulting from its biodegradability, thereby avoiding the massive ecological problems that lie ahead due to non-biodegradable toxic waste generated out of synthetic sacking.

We are seeing increased exploration of Jute''s versatile applications for lifestyle and promotional bags, decorative, geo-textiles, apparels, composites, upholstery furnishings, and also non-wovenâs for both technical and non technical purposes.

Greater focus on Jute farming practices like use of certified seeds, row-sowing and mechanized de-weeding would help increase yields thereby enabling reduction in cost of raw jute.

iii) Threats/Risks And Concerns

Following are the major areas of risks and concerns:

a) Dilution of the Jute Packaging Material Act, 1987 remains a primary area of concern and uncertainty; inadequate leverage of the environment-friendly nature of Jute has been a bane for the industry.

b) Availability of skilled labour due to the rigorous nature of work involved. Uncapped increases in dearness allowance (with a 190% of DA payment liability imposed on the jute industry).

c) Lack of ground level direct linkage between wages and productivity in real terms in the jute industry due to legacy issues. Ad hoc absenteeism of workmen in jute mills compounds the problem. Existence of multiple trade unions due to which resolution of workers related issues is time consuming and difficult.

d) As an agricultural product, availability of raw jute depends on the vagaries of nature. Adverse weather conditions may adversely affect raw jute pricing and availability.

e) Continuous canvassing for Government support is essential. Bangladeshi Govt. supports its local jute industry by providing a 10% export subsidy on Jute goods exports along with moratorium on interest payments for investments in jute sector.

f) Duty-free imports dumped from Bangladesh are causing harm to the Indian Jute Industry while Indian Raw Jute importers have to pay 4% Duty on raw jute imports from Bangladesh.

iv) Segment-wise or Product-wise Performance

As the Company''s business activities fall within a single primary business segment, the disclosure requirement of Accounting Standard AS-17 issued by the Institute of Chartered Accountants of India stands complied.

v) Outlook

The industry has welcomed good governance in the monitoring of government procurement of food grain sacking bags which augurs well for the future.

With raw jute prices attaining historically highest levels last year, increased sowing across all jute producing areas in the current crop year has been reported. The Indian Meteorological Department has already predicted a good monsoon in 2016. Given this, the expectation of higher jute production in 2016 brings solace and optimism. We expect record jute production (even beyond 100 lac bales) in case actual weather conditions match MET predictions.

With higher food grains production also expected, higher government sacking offiake is expected. Hence, we expect adequate Government sacking orders for jute despite the possibility of diversion of some quantities to synthetics. However, the export markets for India, particularly Jute Yarn, remain highly competitive for reasons stated earlier.

In the Non-Government domestic markets, serious competition is expected due to dumping by the export subsidy aided and low wage cost assisted Bangladeshi Jute Industry. Increased focus on jute diversified would be the flavor of the year.

vi) Internal Control System and Their Adequacy

The Company has adequate internal control procedures, which provide reasonable assurance with regard to safeguarding the Company''s assets, preventing revenue leakages, promoting operational efficiency by cost control and compliance with various statutory provisions. Audit reports are placed before the Audit Committee on a periodical basis, for review. The Committee actively reviews the adequacy and effectiveness of the internal control systems which are well supplemented by surveillance of Internal Auditors. The Company''s Internal Financial Controls have been diligently studied and the required systems are in place.

vii) Industrial Relations Front

We are happy to inform that industrial relations at your Company remained cordial during the year under review. In addition to various staff welfare schemes, a renewed focus on sanitation and hygiene has been taken up. The Company seriously propagated the importance of the Jute specific PGDJTM course at Calcutta University and we plan to sponsor students for the course as well.

viii) Cautionary Statement

Statements made in this section of the report are based on the prevailing position in the jute industry and market conditions. Actual results might differ from what we perceive with respect to Company''s outlook and performance.

6. CORPORATE GOVERNANCE

7. EXTRACT OF THE ANNUAL RETURN

As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return for the year ended 31st March, 2016 in Form No. MGT 9 is annexed as Annexure II, forming part of this Report.

8. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

The Company has not given any loan, guarantee or made any investments exceeding sixty per cent of its paid up share capital, free reserve and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more, as prescribed in Section 186 of the Companies Act, 2013.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

Further the members may note that the Company has entered into the following related party transactions at arm''s length price :

- Property taken on lease from Kirtivardhan Finvest Services Limited.

- Availing of services like maintenance, upkeepment, allied services and facilities, amenities, etc., from Belvedre Gardens Limited.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNIGS AND OUTGO

11. RISK & MITIGATING STEPS

12. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The composition and terms of reference of the Corporate Social Responsibility Committee have been furnished in the Corporate Governance Report, forming part of this Report. The said policy may be referred to on the Company''s official website www.ludlowjute.com.

The Company wishes to inform the members that it is well aware of its social responsibilities. However, CSR in terms of Section 135 of the Companies Act, 2013 was not mandated by the Board in view of impact on the shareholders given the then economic situation of the Company in FY 15 and going into FY 16.

The Board took note that there has been an improvement in the Company''s performance, but the jute industry being volatile in nature, the performance stability would be observed. Identification of activities for CSR is in process and is to be studied and presented to the Board.

13. VIGIL MECHANISM/WHISTLE BLOWER POLICY

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mrs. Puja Guin resigned as the Company Secretary of the Company w.e.f. 16th May, 2015 and in her place, Ms. Minu Rohila was appointed as the Company Secretary and Compliance Officer w.e.f. 2nd November, 2015.

None of the Directors of the Company are disqualified for being appointed as a Director, as specified in Section 164(2) of the Companies Act, 2013.

I. Declaration from Independent Directors on Annual Basis

II. Nomination and Remuneration Policy

The Company follows a policy on nomination and remuneration of Directors and Senior Management Employees. The Nomination and Remuneration Committee reviews the composition and diversity of the Board, keeping in view the requirements of the Companies Act, 2013, and Listing Agreement and recommends to the Board, appointment/re-appointment of eligible personnel including their terms of appointment and remuneration. The Nomination and Remuneration Policy including criteria for determining qualifications, positive attributes and independence of a Director has been formulated. The said policy may be referred to on the Company''s website www.ludlowjute.com.

The performance of the Board has been evaluated as per the policy laid down in that regard.

III. Ratio of Remuneration of each Director

Details of Ratio of Remuneration of each Director to the median employee''s remuneration is annexed as Annexure IV, forming part of this Report.

15. DIRECTORS'' RESPONSIBILITY STATEMENT

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

a) That in the preparation of the annual accounts for the financial year ended 31st March, 2016, the applicable Accounting Standards had been followed;

d) That the Directors have prepared the accounts for the financial year ended 31st March, 2016, on ''a going concern'' basis;

e) That the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively;

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

16. BOARD MEETINGS

The Board of Directors of the Company met four times during the financial year ended 31st March, 2016, at a gap not in exceeding one hundred and twenty days as per Section 173 of the Companies Act, 2013. Details are available in the Corporate Governance Report forming part of this Report.

17. AUDIT COMMITTEE

The composition and terms of reference of the Audit Committee have been furnished in the Corporate Governance Report forming part of this Report. There have been no instances where the Board has not accepted the recommendations of the Audit Committee.

18. PARTICULARS OF EMPLOYEES

No employee of the Company was in receipt of remuneration exceeding the limit as prescribed under Section 134 of the Companies Act, 2013.

19. FIXED DEPOSIT

Your Company has not accepted any deposits from public in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance and Deposits) Rules, 2014.

20. SUBSIDIARY COMPANIES

During the year no Company became or ceased to be a subsidiary, joint venture or associate of the Company.

The Performance and Financial position of the subsidiaries are as hereunder: (Rs. in 000)

Financial Position	Sijberia Industries Ltd.	Ludlow Exports Ltd.
Reporting Currency	INR	INR
Share Capital	10440	2500
Reserves and Surplus	10795	489
Total Assets	21401	3172
Total Liabilities	21401	3172
% of Shareholding	53.91%	100%

Performance	Sijberia Industries Ltd.	Ludlow Exports Ltd.
Turnover	1351	241
Profit before Tax	453	219
Provision for Taxation	151	68
Profit after Tax	302	151
Proposed Dividend	Nil	Nil

21. CONSOLIDATED FINANCIAL STATEMENTS

22. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

No material changes and commitments affecting the Financial Position of the Company have occurred between 31st March, 2016 and the date of Board''s Report.

23. LISTING WITH STOCK EXCHANGE

Your Company is listed with Bombay Stock Exchange Limited and has paid listing fees for the financial year 2016-17.

24. STATUTORY AUDITORS

In the 35th AGM held on 5th September, 2014, M/s Singhi & Co., Chartered Accountants had been appointed as Statutory Auditor of the Company for a period of three years. Ratification of the appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM.

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

25. COST AUDITORS

As per directives of the Central Government and in pursuance to the provisions of Section 148 of the Companies Act, 2013 read with Rules framed there under, the Company is required to carry out an audit of Cost Accounts maintained by the Company in respect of each financial year. In view of the same, M/s Prasad & Co., Cost Accountants have been appointed as Cost Auditors to conduct the audit of Cost Records of your Company for the financial year 2016-17. The remuneration proposed to be paid to them, recommended for ratification by the Audit Committee, requires ratification of the shareholders of the Company. In view of this, your ratification for payment of remuneration to Cost Auditors is being sought at the ensuing AGM.

26. SECRETARIAL AUDIT

In terms of Section 204 of the Act and Rules made there under, Mr. B. N. Khandelwal, Practicing Company Secretary has been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure III to this Report. The Report is self explanatory.

27. ENVIRONMENT AND SAFETY

Pioneering green business practices is the buzzword today. Your Company firmly believes in environment protection and conservation of natural resources to the extent possible. We have taken initiative to produce eco-friendly product while complying with environment and pollution standards. Safety, in all aspects of manufacturing, is given full attention by the Company.

The Company has also obtained certification under ISO 14001:2004 for its Environmental Management Systems.

28. APPRECIATION

For and on behalf of the Board

Registered Office :

6, Nandalal Basu Sarani

(formerly: Little Russell Street) R. V. Kanoria Ajay Todi

Kolkata - 700 071 Non-Executive Chairman Managing Director

Dated : 9th May, 2016

Mar 31, 2015

THE SHAREHOLDERS

The Directors have pleasure in presenting the fifty fifth Annual Report, along with the Audited Accounts of the Company for the year ended 31 st March 2015.

The detailed information on the performance of your Company appears in the Annual Report. A discussion on the operations of the Company is given in the sections titled ''Year in Review'' and ''New Frontiers''. Some of the statutory disclosures, however, appear in this Report. Read along with the other sections, this would provide a comprehensive overview of the Company''s performance and plans.

FINANCIAL RESULTS

The financial performance of the Companyforthe year ended 31 st March 2015 is summarised below:

Rs million 2014-15 2013-14

Profit before Depreciation and Amortisation, Finance Costs,

Exceptional Items and Tax Expenses 419.44 655.19

Depreciation and Amortisation 186.61 153.58

FinanceCosts 64.32 155.32

ProfitbeforeExceptionalltemsandTax 168.51 346.29

Exceptional Items 12.18 -

Profit before Tax 156.33 346.29

TaxExpenses: for earlier years (0.96) -

for Current year (Net) 4.43 73.27

Profit for the year 152.86 273.02

BalanceasperlastAccount 711.91 1,515.57

864.77 1,788.59

Appropriations

Transfer to General Reserve - 1,000.00

Proposed Dividend on Equity Shares 65.54 65.54

Provision for Dividend Tax 13.10 11.14

78.64 1,076.68

Closing Balance 786.13 711.91

OVERVIEW

Sluggish market conditions coupled with very high volatility in raw material prices affected the performance of the chemical manufacturing division. Profit margins were under pressure during the year. The prices of raw materials, however, are now more stable and the margins have improved.

The solar power segment witnessed stable operations during the year under review.

The first phase of production in the composite textile plant to manufacture denim fabrics in Ethiopia by the Company''s subsidiary, Kanoria Africa Textiles PLC has been delayed.

The learning curve of doing business in an alien geography is proving to be longerthan anticipated. It is expected that the full plant shall become operational by August, 2015.

The brownfield expansion of APAG Elektroniks.ro. in the Czech Republic was completed in record time and the state of the art plant has been operational since December, 2014.

MATERIAL C HANGES AN D C OMMITMENTS

No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

DIVIDEND

The Board of Directors recommends, for consideration of shareholders at the Annual General Meeting, a Dividend @ 30% (Rs. 1.50 per share) on Equity Shares of Rs.5/- each forthe year ended 31 st March 2015.

CREDIT RATINGS

Credit Analysis & Research Limited (CARE) has reaffirmed CARE A1 (A One Plus) rating forthe shortterm facilities of the Company. This is their highest rating forshort term debt obligations and it signifies very strong degree of safety fortimely payment of financial obligations and carries lowest credit risk.

CARE has also reaffirmed CARE AA- (Double A Minus) rating forthe long term facilities of the Company. This rating signifies high degree of safety fortimely servicing of financial obligations and carries very low credit risk.

CONSOLIDATE D FINANCIAL STATEMENT

As per the Companies Act, 2013 and the Listing Agreement with the Stock Exchanges, the audited Consolidated Financial Statement has been annexed with the Annual Report.

DEPOSITS

During the year under review, the Company has not accepted any deposits from the public and that as at the end of the year there were no outstanding deposits in terms of the Companies (Acceptance of Deposit) Rules, 2014.

INTERNAL F INANCIAL C ONTROL

The Company has in place adequate internal financial controls with respectto financial statements. The policies and procedures adopted by the Company ensure prevention and detection of frauds and errors, accuracy and completeness of the records and timely preparation of reliable financial statements. No reportable material weakness in the design or operation was observed during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

ShriA. Vellayan (DIN: 00148891), Prof. S. L. Rao (DIN: 00005675), Shri G. Parthasarathy (DIN: 00068510), Shri AmitavKothari (DIN: 01097705), Shri H. K. Khaitan (DIN: 00220049) and Shri Ravinder Nath (DIN: 00062186) were appointed in the last AGM as Independent Directors not liable to retire by rotation.

Shri B. D. Sureka (DIN: 00049713) ceased to be a Director of the Company with effect from 5th September 2014, as on retirement by rotation at the last AGM, he did not seek re-appointment due to health reasons.

Shri J. P Sonthalia (DIN: 01292249) resigned as a Director of the Companywith effect from 1st November 2014, dueto pre-occupation and personal reasons.

The Board puts on records its deep appreciation forthe valuable advice and contribution received by the Company from Shri B. D. Sureka and Shri J. P Sonthalia during theirtenure as Directors of the Company.

On the recommendation of the Nomination and Remuneration Committee, the Board of Directors has re-appointed Shri R. V. Kanoria (DIN: 00003792) as the Managing Director of the Company for further three years with effect from 10th January 2015, subject to the approval of the shareholders of the Company.

Shri T. D. Bahety (DIN: 00031572) retires by rotation at the ensuing Annual General Meeting (AGM), underthe applicable provisions of the Companies Act, 2013, and being eligible, offers himself forappointment as a Directorof the Company.

On the recommendation of the Nomination and Remuneration Committee, Smt. Madhuvanti Kanoria (DIN: 00142146), spouse of Shri R. V. Kanoria, Managing Director of the Company, was appointed as an Additional Directorof the Company by the Board of Directors with effect from 11th February 2015 and as such she will hold office only upto the ensuing Annual General Meeting.

The Company has received a notice in writing from a Member along with the deposit of requisite amount under Section 160 of the Companies Act, 2013, proposing the candidature of Smt. Madhuvanti Kanoria forthe office of Directorof the Company atthe ensuing AGM.

None of the Directors of the Company is disqualified for being appointed as a Director, as specified in Section 164(2) of the Companies Act, 2013.

Additional information pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges in respect of Directors seeking appointment/re- appointment is given in the AGM Notice.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from all the Independent Directors of the Company, confirming that they meet the criteria of independence, as prescribed under the Companies Act, 2013 and the Clause 49 of the Listing Agreement with Stock Exchanges. On the basis of such declarations, the Board is of the opinion that they fulfill the conditions of Independent Directors, as specified in the Companies Act, 2013 and the Listing Agreement and that they are also independent of the Management.

PERFORMANCE EVALUAT ION

Pursuanttothe provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has framed the criteria for performance evaluation of Independent Directors, the Board, the Board Committees and other individual Directors. Criteria for performance evaluation of the Chairman & Managing Director and Executive Director have also been framed.

The criteria for evaluation of Directors among others includes factors such as preparation, participation, engagement, personality and conduct, value addition, strategic planning and vision, team spirit and consensus building, leadership quality, understanding and focus on key business issues, independent thinking and judgment, quality of analysis, experience and business wisdom, management qualities, awareness, motivation, integrity, ethics and receptivity.

On the basis of the criteria framed, a process of evaluation was followed by the Board for evaluation of individual Directors, its own performance and its Committees. The Nomination and Remuneration Committee also evaluated the performance of every individual Director. The Independent Directors in their separate Meeting also carried out the performance evaluation of the Chairman & Managing Director and non-independent Director as well as the Board of the Company.

FAMILIARISATION PROGRAMMES

The details of programmes to familiarise the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model/procedures/processes of the Company, etc. through various programmes are put on the website of the Company and can be accessed atthe link: www.kanoriachem.com/images/Familiarisation%20Programme.pdf.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

During the Financial Year 2014-15, the Company held four Meetings of the Board of Directors; on 17th May 2014,25th July 2014,1 st November 2014 and 11 th February 2015. The details of the Meetings are provided in the Report on Corporate Governance.

AUDIT COMMITTEE

The Audit Committee of the Company comprises of Shri Amitav Kothari, Shri H. K. Khaitan and Prof. S. L. Rao, Independent Directors, and Shri R. V. Kanoria, Chairman & Managing Director of the Company. Shri Amitav Kothari is the Chairman of the Committee. The terms of reference of the Committee have been provided in the Corporate Governance Report.

STAKEHOLDERS RELATI0NSHIP C OMMITTEE

The Stakeholders Relationship Committee of the Company comprises of Shri H. K. Khaitan, Shri Amitav Kothari, both Independent Directors, and Shri T. D. Bahety, Wholetime Director of the Company. Shri H. K. Khaitan is the Chairman of the Committee. The terms of reference of the Committee have been provided in the Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company comprises of Prof. S. L. Rao, Shri H. K. Khaitan, Shri Ravinder Nath and Shri G. Parthasarathy, Independent Directors, and Shri R. V. Kanoria, Chairman & Managing Director of the Company. Prof. S. L. Rao is the Chairman of the Committee. Theterms of reference of the Committee have been provided in the Corporate Governance Report.

Pursuant to provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee, has formulated the Nomination and Remuneration Policy, which contains the matters with regard to criteria for appointment of Directors and determining Directors independence and policy on remuneration for Directors, Senior Managerial Personnel and other employees, and the same may be accessed at the Company''s website at the link: www.kanoriachem.com/images/Nomination%20and%20Remuneration%20Policy.pdf.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee of the Company comprises of Shri T. D. Bahety, Wholetime Director, as the Chairman and Shri R. V. Kanoria, Managing Director and Shri H. K. Khaitan, an Independent Director, as its Members.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The Company act as a good Corporate Citizen and as its philosophy always strives to adopt socially inclusive and sustainable way of doing business. The Corporate Social Responsibility Policy of the Company would enable it to continue to make responsible contribution towards society

The CSR Policy may be accessed on the Company''s website at the link: www.kanoriachem.com/images/CSR%20Policy.pdf.

Initially, the Company has identified the following focus areas of engagement:

- Eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation.

- Promoting education, including special education and employment enhancing vocational skills especially among children, women, elderly and the differently abled and livelihood enhancement projects.

- Rural Development activities/projects.

- Empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centres and such other facilities forseniorcitizens.

- Ensuring environmental sustainability and ecological balance.

The Company may also undertake other need based initiatives in compliance with Schedule VII to the Companies Act, 2013.

During the year, the Company spent Rs. 0.96 million, which is around 1.90 % of the average net profits of the last three financial years, on CSR activities. This being the first year of structured implementation of CSR initiatives, considerable time was spent on identifying appropriate activities and putting systems in place to ensure effective implementation of CSR initiatives.

The Annual Report on the CSR activities is provided as Annexure to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis is a part of Annual Report.

SUBSIDIARIES

On acquisition of the balance 10% stake by the Company during the year in its subsidiary, APAG Holding AG, Switzerland ("APAG"), it has become a wholly owned subsidiary of the Company. APAG ElektronikAG, the wholly owned subsidiary of APAG Holding AG and APAG Elektroniks.r.o., the wholly owned subsidiary of APAG Elektronik AG are the step down subsidiaries of the Company. Consequent to acquisition of 100% stake in Cosyst Control Systems GmbH, Germany by APAG Holding AG during the year 2015-16, it has also become the step down subsidiary of the Company. Pipri Limited is the other wholly owned subsidiary of the Company. The status of Kanoria Africa Textiles Pic, Ethiopia ("KATP"), has changed from the wholly owned subsidiary of the Company to a subsidiary of the Company, on acquisition of shares in KATP by a private equity investor.

A report on the performance and financial position of the subsidiaries of the Company, as per the Companies Act, 2013, is provided in Note no. 32 of the Consolidated Financial Statements hence not repeated for the sake of brevity.

The Policy for determining Material Subsidiaries as approved by the Board may be accessed on the Company''s website at the link: www.kanoriachem.com/images/Policy%20for%20determining%20Material%20Subsidiaries.pdf.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Details of loans given, investments made, guarantees given and securities provided as covered underthe provisions of Section 186 of the Companies Act, 2013 are given in the Note No. 39 of the Standalone Financial Statements.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm''s length basis. None of the transactions with any of the related parties were in conflict with the Company''s interest. The Company had not entered into any transaction with related parties during the year which could be considered material, in terms of materiality threshold for the related party transactions.

The Policy on Related Party Transactions as approved by the Board may be accessed on the Company''s website at the link: www.kanoriachem.com/images/Policy%20on%20Related%20Party%20Transactions.pdf.

VIGIL MECHANISM

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism of reporting illegal or unethical behaviour. In compliance with the provisions of Section 177(9) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has framed a Whistle Blower Policy for its Directors and Employees to report concerns about unethical behaviour, actual or suspected fraud or violation of applicable laws and regulations and the Company''s Codes of Conduct. The reportable matters may be reported to the Audit Committee through the Nodal Officer and, in exceptional cases, may also be reported to the Chairman of the Audit Committee. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice. During the year under review, no employee was denied access to the Audit Committee.

The Whistle Blower Policy may be accessed on the Company''s website at the link: www.kanoriachem.com/images/Whistle%20Blower%20Policy. pdf.

CORPORATE GOVERNANCE

The Company adheres to good governance practices. Corporate Governance at KCI extends to all stakeholders and is embodied in every business decision. The Company places prime importance on reliable financial information, integrity, transparency, empowerment and compliance with the law in letter and spirit. The Management certifies its adherence to the Listing Agreement with the Stock Exchanges. While Management Discussion and Analysis Report that is an annexure to the Directors'' Report, appears in the Section titled Year in Review in the Annual Report, the Corporate Governance Report and the Certificate from the Auditors of the Company confirming compliance of the conditions of Corporate Governance are annexed hereto and form a part of the Directors'' Report.

There is a conscious effort to ensure that the values enshrined in the Codes of Conduct for the Directors and Senior Management Personnel and the Employees respectively, are followed in true spirit across all levels of the Company.

EXTRACTOFANNUAL RETURN

The extract of Annual Return of the Company as on the financial yearended 31 st March 2015 is given in the Annexure to this Report.

AUDITORS AN DA UDITORS'' REPORT

Messrs Singhi & Co., Chartered Accountants, Statutory Auditors of the Company, have confirmed their eligibility for being ratified as the Auditors of the Company at the ensuing AGM of the Company.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

COST AUDITORS

The Board had approved the appointment of M/s N. D. Birla & Co., Cost Accountants, Ahmedabad, for conducting the audit of the cost records of Company forthe financial year 2014-15 relating to Organic/lnorganic Chemicals, Industrial Alcohol and Solar Power.

The Cost Audit Report of the Company forthe financial year 2013-14 has been filed with the Ministry of Corporate Affairs within the stipulated time.

SECRETARIAL AUDITOR

The Board had appointed Vinod Kothari & Co., Practising Company Secretaries, to conduct Secretarial Auditforthe financial year 2014-15. The Secretarial Audit Report for the financial year 2014-15 is provided as Annexure to this Report. The Report is self-explanatory and does not call for any further comments.

RISK MANAGEMENT

The Company''s management systems, organizational structures, processes, codes of conduct together form the basis of risk management system that governs and manages associated risks.The Risk Management Committee of the Company assesses the significant risks that might impact the achievement of the Company''s objectives and develops risk management strategies to mitigate/minimise identified risks and designs appropriate risk management procedures.

CONSERVAT ION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO

As required under Section 134 of the Companies Act, 2013 and the rules framed thereunder, the statement containing necessary information in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo is provided as Annexure to this Report.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

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

PARTICULARS OF EMPLOYEES

As required under Section 197(12) of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, particulars of the employees concerned are provided in the Annexure to this Report.

AWARDS & RECOGNITION

During the year, the Company was awarded the prestigious ET (Economic Times) Bengal Corporate Award, 2015 in the category of "Fastest Growing Company" with turnover between Rs. 300 Crore and Rs. 1,000 Crore.

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

During the year under review, no case was filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

SAFETY AND ENVIRONMENT

The Company is committed to sustainable development and a safe workplace. Its approach to environment management is guided by the principle of provision of safe working environment through continuous up-gradation of technologies, prevention of pollution and conservation of resources and recycling waste.

As a result of its sustained compliance to Health, Safety, Environment and Quality standards, the Company''s Alco Chemical Divisions at Ankleshwar and Vizag are ISO 9001,14001 and OHSAS18001 certified.

The Company has a documented Health & Safety Policy that is displayed and communicated to all employees at plant locations. With the view to achieve a ''Zero Accidents'' status, the Company has developed health and safety procedures as well as safety targets and objectives.

The Company also lays thrust on renewable energy sources such as bio-power, wind power and solar energy.

HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS

The Company''s human resource development is founded on a strong set of values. The policies seek to instil spirit of trust, transparency and dignity among all employees. The Company continues to provide ongoing training to its employees at different levels.

Industrial relations with the employees and workers across all locations of the Company continued to be cordial during the year.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(5) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements forthe year ended 31 st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Note no. 1 of the Notes to the Standalone Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2015 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken 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:

d. thatthe annual financial statements have been prepared on agoing concern basis;

e. that proper internal financial controls to be followed by the Company have been laid down and thatthe financial controls are adequate and were operating effectively; and

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

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

1. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

3. Neitherthe Managing Director northe Whole-time Director of the Company receives Commission from any of its subsidiaries.

4. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company''s operations in future.

ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude the commitment and dedication of the employees for their untiring personal efforts as well as their collective contributions at all levels that have led to the growth and success of the Company. The Directors would like to thank other stakeholders including lenders and business associates who have continued to provide support and encouragement.

For and on behalf of the Board

Registered Office ''Park Plaza'' 71, Park Street R.V. Kanoria Kolkata - 700 016 Chairman & Managing Director (DIN: 00003792)

Dated, the 27th day of May 2015

Mar 31, 2014

Dear Shareholders

The Directors have pleasure in presenting their Annual Report and Audited Accounts along with the Auditor''s Report thereon of the Company for the year ended 31st March, 2014.

(Rs. in crorer) 2013-2014 2012-2013 FINANCIAL RESULTS

Profit before Depreciation 8.80 17.06

Less : Depreciation 4.64 4.05

Profit for the year 4.16 13.01

Less : Provision for Current Taxation 1.25 2.78

Less: Provision for Deferred Taxation 0.12 1.78

Less : Income Tax for earlier years (0.48) 0.01 Deferred Tax for earlier years 0.59 -

Profit after Tax 2.68 8.44

Add: Balance brought forward from last year 21.55 17.10

Balance carried forward and available for appropriation 24.23 25.54

Appropriated as under :

Transfer to General Reserve 0.13 0.84

Proposed Dividend 1.62 2.69

Corporate Dividend Tax 0.27 0.46

Balance carried to Balance Sheet 22.21 21.55

DIVIDEND

In view of the working results during the year, the Board of Directors are pleased to recommend a dividend of Rs. 1.50 per share (i.e. 15%) on 1,07,73,120 equity shares, aggregating to Rs. 1,61,59,680.00 excluding Corporate Dividend Tax of Rs. 27,46,338.00 subject to approval of the members of the Company.

OPERATIONS

During the year under review, the Company''s sale was Rs. 275.74 crores (including export of Rs. 43.13 crores) against sales of Rs. 275.42 crores (including export of Rs. 66.48 crores) during the previous year. The production during the financial year was 48501 M.T. against 49190 M.T. during the previous year.

The Indian Jute Industry remained largely affected due to the Government''s decision to further dilute The Jute Packaging Material Act, 1987 in respect of mandatory jute packaging for sugar to 20% from 40%. Drop in demand for food grains packaging has resulted in increase in Finished Goods inventories as well. Drastic production cuts have been effected in almost all mills in the industry with some mills forced to suspend production. The Indian Jute Mills Association has requested various State Government and Central Government authorities for restoration of 100% reservation for packaging of food grains and sugar in jute bags.

Export of jute yarn has declined due to competition from subsidized Bangladeshi exports. Bangladeshi yarn exporters enjoy a 10% export subsidy on Jute goods. Significantly higher labour and power costs along with the extra export subsidy granted by Bangladesh Govt. to the local Jute Industry in Bangladesh, are making the Indian Jute Industry uncompetitive.

ISO CERTIFICATION

The Company has been recertified under ISO 9001:2008 for all its products/processes which is valid till 4th August, 2014.

The Company has also been certified under ISO 14001:2004 for its Environmental Management Systems and this certificate is valid till 21st December, 2014.

DIRECTORS

i. Shri J. K. Bhagat and Shri L. G. Toolsidass retire from the Board by rotation, and being eligible, offer themselves for reappointment at the ensuing Annual General Meeting.

ii. Shri Satish Kapur, Shri J. K. Bhagat, Shri A. C. Mukherji, Shri L. G. Toolsidass, Shri I. P. Poddar, Shri B. Choudhuri, non- executive directors, whose period of office are liable to determination by retirement of directors by rotation under the Companies Act, 1956, meet all the criteria of independence laid down under Section 149(6) and the Code for Independent Directors in Schedule IV of the Companies Act, 2013.

Accordingly, the Board appointed all the aforesaid directors as Independent Directors of the Company to hold office for five consecutive years for a term up to 31st March, 2019, whose period of office shall not be liable to determination by retirement of directors by rotation. Their candidatures are proposed by a member of the Company for the position of Independent 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:

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

ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were responsible 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 the year under review.

iii) That the Directors have taken 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.

iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2014, on ''a going concern'' basis.

CORPORATE GOVERNANCE REPORT

The code of Corporate Governance as per Clause 49 of the Listing Agreement with the Stock Exchanges, where the shares of the Company are listed, has been implemented by the Company in its true spirit. The Company has complied with all the mandatory requirements as prescribed under the said clause of the Listing Agreement.

A report on the matters specified in the said code of Corporate Governance, along with a certificate from the Company''s Auditors confirming compliance is annexed and forms part of the report.

STATUTORY AUDITORS

The Statutory Auditors, M/s. Singhi & Co., Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting of the Company and offer themselves for re-appointment. The Company has received a certificate from the Auditors to the effect that re-appointment, if made, would be within the prescribed limit under Section 139 and other applicable provisions of the Companies Act, 2013. The Audit Committee and the Board recommends the re-appointment of M/s. Singhi & Co., Chartered Accountants as Statutory Auditors of the Company.

COST AUDITORS

As per directives of the Central Government and in pursuance to the provisions of Section 148 of the Companies Act, 2013 read with rules framed there under, the Company is required to carry out an audit of cost accounts maintained by the Company in respect of each financial year. Accordingly, the Central Government has approved the appointment of M/s. Prasad & Co., Cost Accountants, to conduct the said cost audit for the financial year ended 31st March, 2014.

PARTICULARS OF EMPLOYEES

As required under Section 217(2A) of the Companies Act, 1956, and the Rules made there under, particulars of the employees concerned are given in the Annexure, which is attached hereto and forms part of the Directors'' Report.

ENERGY CONSERVATION

Information in accordance with the provisions of Section 217(1)(e) of the Companies Act 1956, read with Companies (Disclosure of Particulars in Report of Board of Directors) Rules 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure forming part of this Report.

CONSOLIDATED ACCOUNTS

As per the Listing Agreement with the Stock Exchange, Consolidated Accounts has been annexed with the financial results of the Company.

ACCOUNTS OF SUBSIDIARIES

In view of the general exemption from the applicability of Section 212(8) of the Companies Act 1956, granted by the Ministry of Corporate Affairs, vide its General Circular No.2/2011 dated 8th February 2011, the Audited Statement of Accounts, the Reports of the Board of Directors and Auditors of the Subsidiary Companies are not annexed. Shareholders who wish to have a copy of the full report and accounts of the Subsidiaries will be provided the same on receipt of a written request from them. These documents will also be available for inspection by any shareholder at the Registered Office of the Company and also that of its Subsidiaries on any working day during business hours.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy requires the conduct of all operations in such manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

The Company has also obtained certification under ISO 14001:2004 for its Environmental Management Systems.

APPRECIATION

Your Directors would like to express their grateful appreciation for the assistance extended by the Banks, Government Authorities, Dealers, Customers and Shareholders and to all others who continue to give their valued assistance to the Company.

For and on behalf of the Board

Registered Office : 6, Nandalal Basu Sarani (formerly: Little Russell Street) S. S. Kanoria Kolkata - 700 071 Executive Chairman Dated : 9th May, 2014 DIN : 00089492

Mar 31, 2013

TO THE SHAREHOLDERS

The Directors have pleasure in presenting the fifty third Annual Report, along with the Audited Accounts of the Company for the year ended 31st March 2013.

The detailed information on the performance of your Company appears in the Annual Report. A discussion on the operations of the Company is given in the sections titled ''Year in Review'' and ''New Frontiers''. Some of the statutory disclosures, however, appear in this Report. Read along with the other sections, this would provide a comprehensive overview of the Company''s performance and plans.

FINANCIAL RESULTS

The financial performance of the Company for the year ended 31st March 2013 is summarized below:

(Rs.in million)

2012-13 2011-12

Profit before Depreciation and Amortisation, Finance Costs, 275.76 427.59

Exceptional Items and Tax Expenses

Less: Finance Costs 68.94 136.01

Depreciation and Amortisation 131.36 157.03

Profit before Exceptional Items and Tax 75.46 134.55

Add: Exceptional Items 3,570.37

Profit before Tax 75.46 3,704.92

Add: Taxation For earlier year 0.04 0.02

Less: Current Tax 10.44 1,055.53

Deferred Tax 17.39 (347.90)

Add: MAT Credit Entitlement 58.90

Profit for the year 47.67 3,056.21

Add: Balance in Profit & Loss Account 1,549.58 91.51

1,597.25 3,147.72

Less Appropriations

Transfer to General Reserve 5.00 1,500.00

Proposed Dividend on Equity Shares 65.54 84.44

Provision for Dividend Tax 11.14 13.70

81.68 1,598.14

Closing Balance 1,515.57 1,549.58

OVERVIEW

During the year, the Company successfully commissioned a 5 MW Solar Power Plant in Jodhpur district in the state of Rajasthan. The first phase of the project constituting of 2.5 MW was completed on 22nd June 2012 and the balance 2.5 MW became operational on 8th February 2013.

The Company set up an automated Resin Plant at Vishakhapatnam, with a capacity of 3,000 MT per annum of Phenol Formaldehyde resins.

During the year, a wholly owned subsidiary of the Company, Kanoria Africa Textiles Plc. was incorporated in Ethiopia, Africa. A manufacturing plant is being set up there to manufacture 12 million metres of Denim per annum. Necessary land for the project has already been allotted and preliminary work is progressing satisfactorily. The Plant is expected to be commissioned by the end of 2014.

The Company acquired 90% stake in APAG Holding AG, Switzerland in the year 2012. APAG Holding AG, through its wholly owned subsidiary, APAG Elektronik is engaged in development and sale of electronic and mechatronic modules and control devices for the automotive, consumer goods, power tool electronics and building automation industries. The designing and engineering facility of the company is located in Switzerland, whereas the manufacturing facility is located in the Czech Republic. APAG''s performance during the year was noteworthy with significant new business opportunities in the automotive sector. It now proposes to increase its production capacity through modernizing its production line, as well as setting up an additional Greenfield plant near its existing manufacturing facility in the Czech Republic. During the year it also strengthened its development team to cater to prospective new business.

BUYBACK OFFER

During the year, the Company made a Public Announcement on 17th August 2012, for Buyback of its Equity Shares of Rs. 5/- each from the shareholders from the Open Market, at a maximum price not exceeding Rs. 42/- per Equity Share, for an aggregate amount not exceeding Rs. 50.40 Crore, excluding the transaction cost. The Buyback commenced on 4th September 2012 and closed on 28th February 2013. The total number of Equity Shares bought back under the Buyback offer was 12,603,167 and the total amount utilized in this regard amounted to Rs. 49.42 Crore, excluding the transaction cost. After the buyback and extinguishment of its Equity Shares, the paid up Capital of the Company stands at Rs. 218,466,665/-.

Consequent to buyback of its Equity Shares and extinguishment thereof, the Company has become a subsidiary of Vardhan Limited, a promoter group company, with effect from 28th December, 2012.

DIVIDEND

The Board of Directors recommends, for consideration of shareholders at the Annual General Meeting, a Dividend @ 30% (Rs. 1.50 per share) on Equity Shares of Rs. 5/- each for the year ended 31st March 2013.

CREDIT RATINGS

Credit Analysis & Research Limited (CARE) has reaffirmed CARE A1 (A One Plus) rating for the short term facilities of the Company. This is their highest rating for short term debt obligations and it signifies very strong degree of safety for timely payment of financial obligations and carries lowest credit risk.

CARE has also reaffirmed CARE AA- (Double A Minus) rating for the long term facilities of the Company. This rating signifies high degree of safety for timely servicing of financial obligations and carries very low credit risk.

FIXED DEPOSITS

The Company has neither accepted nor renewed any Fixed Deposits from the public during the year and as on 31st March 2013, there were no outstanding deposits.

CONSOLIDATED ACCOUNTS

As per the Listing Agreement with the Stock Exchanges, Consolidated Financial Statements have been annexed with the Financial Results of the Company.

DIRECTORS

Shri T. D. Bahety has been re-appointed as Wholetime Director of the Company for a period of three years with effect from 20th May, 2013, as per approval of the shareholders of the Company vide Special Resolution passed through Postal Ballot on 30th March 2013.

Shri H. K. Khaitan, Shri J. P. Sonthalia and Shri Ravinder Nath, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment.

Brief resumes of the above Directors, names of other companies in which they hold directorship, chairmanships and/or memberships of Committees of the Boards are given in the Notice to the Shareholders and their shareholdings in the Company are given in the Section on Corporate Governance.

None of the Directors of the Company is disqualified for being appointed as Director, as specified in Section 274 (1) (g) of the Companies Act, 1956.

AUDIT COMMITTEE

The Audit Committee consists wholly of Independent Directors having requisite knowledge and expertise in finance, accounts and corporate laws. The terms of reference of this Committee encompass the whole of the provisions contained in the SEBI Code as well as Section 292A of the Companies Act, 1956. Prof. S. L. Rao, a Director of the Company, has been inducted as a Member of the Committee with effect from. 8th February, 2013. The Committee is chaired by Shri Amitav Kothari and includes Shri B. D. Sureka and Shri H. K. Khaitan as its other Members.

CORPORATE GOVERNANCE

The Company adheres to good governance practices. Corporate Governance at KCI extends to all stakeholders and is embodied in every business decision. The Company places prime importance on reliable financial information, integrity, transparency, empowerment and compliance with the law in letter and spirit. The Management certifies its adherence to the Listing Agreement with the Stock Exchanges. While Management Discussion and Analysis that is an annexure to the Directors'' Report, appears in the Section titled Year in Review in the Annual Report, the Corporate Governance Report and the Certificate from the Auditors of the Company confirming compliance of the conditions of Corporate Governance are annexed hereto and form a part of the Directors'' Report.

There is a conscious effort to ensure that the values enshrined in the Codes of Conduct for the Board of Directors and employees respectively, are followed in true spirit across all levels of the Company.

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

As required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the statements containing necessary information in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo are annexed hereto and form a part of the Directors'' Report.

SAFETY AND ENVIRONMENT

The Company is committed to sustainable development and a safe workplace. Its approach to environment management is guided by the principle of provision of safe working environment through continuous up-gradation of technologies, prevention of pollution and conservation of resources and recycling waste. The Company''s highly successful ''Waste to Wealth'' programme at its Alco Chemicals Division at Ankleshwar, which includes extraction of water from distillery effluent, generation of power directly from biogas and manufacture of bio-compost, is a case in point to the proactive approach of the Company in waste management.

As a result of its sustained compliance to Health, Safety, Environment and Quality standards, the Company''s Alco Chemical Division at Ankleshwar and Vizag are recertified under OHSAS 18001 (Occupational Health & Safety Assessment Series).

The Company has a documented Health & Safety Policy that is displayed and communicated to all employees at plant locations. With the view to achieve a ''Zero Accidents'' status, the Company has developed health and safety procedures as well as safety targets and objectives.

The Company also lays thrust on renewable energy sources such as bio-power, wind power and solar energy.

HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS

The Company''s human resource development is founded on a strong set of values. The policies seek to instil spirit of trust, transparency and dignity among all employees and thus have contributed to continuous growth. The Company continues to provide ongoing training to its employees at different levels.

Industrial relations with the employees and workers across all locations of the Company continued to be cordial during the year.

As required under Section 217(2A) of the Companies Act, 1956 and the rules framed thereunder, the names and other particulars of employees receiving remuneration above prescribed threshold are set out in the annexure appended to this Report.

SOCIAL CONTRIBUTION

The Company has continuously strived to make socially useful investment and corporate social responsibility is an important component of KCI''s business strategy. Subsequent to the divestment of its Cholr Alkali manufacturing at Renukoot where the company had a strong CSR programme, KCI is now in the process of identifying other areas of intervention and continues to fulfil its larger social commitment.

SUBSIDIARY COMPANIES

In compliance of the conditions of the Ministry of Corporate Affairs'' General Circular no. 2/2011 dated 8th February 2011, granting general exemption from attaching the documents of its subsidiaries, as specified under Section 212 of the Companies Act, 1956, with its Balance Sheet, the Company is not attaching the said documents with relation to its subsidiary companies, with its Balance Sheet. However, the said documents of the subsidiary companies are available for inspection by the members at the Registered Office of the Company and that of the respective subsidiary companies. The members of the Company interested in obtaining the said documents may write to the Company Secretary at the Registered Office of the Company. The consolidated financial statements of the Company include the financial results of its subsidiary companies.

Kanoria Africa Textiles Plc., Ethiopia; Africa has become a wholly owned subsidiary of the Company with effect from 23rd July 2012.

AUDITORS

Messrs Singhi & Co., Chartered Accountants, Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. With regard to comments in the Auditor''s Report, the Note on Accounts referred to in the Auditor''s Report is self-explanatory.

COST AUDITORS

The Central Government has approved the appointment of the following Cost Auditors for conducting the cost audit of the Company for the financial year 2012-13:

(1) For Organic and Inorganic Chemicals - M/s. N. D. Birla & Co., Cost Accountants, Ahmedabad and M/s. Prasad & Co., Cost Accountants, Kolkata.

(2) For Industrial Alcohol - M/s N. D. Birla & Co., Cost Accountants, Ahmedabad.

The Cost Audit Reports of the Company for the financial year 2011-12 have been filed by the Cost Auditors with the Ministry of Corporate Affairs on 28th February 2013, within the due date.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, the Board of Directors hereby confirms:

i) That in the preparation of the annual accounts, all the applicable accounting standards have been followed.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give 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 the year ended 31st March 2013.

iii) That the Directors have taken 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.

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

ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude the commitment and dedication of the employees for their untiring personal efforts as well as their collective contributions at all levels that have led to the growth and success of the Company. The Directors would like to thank other stakeholders including lenders and business associates who have continued to provide support and encouragement.

For and on behalf of the Board Registered Office

ÂPark Plaza''

71, Park Street R.V. Kanoria

Kolkata - 700 016 Chairman & Managing Director

Dated, the 23rd day of May 2013

Mar 31, 2012

The Directors have pleasure in presenting the fifty second Annual Report along with the Audited Accounts of the Company for the year ended 31st March 2012.

The detailed information on the performance of your Company appears in the Annual Report. A discussion on the operations of the Company is given in the section titled Year in Review. Some of the statutory disclosures, however, appear in this Report. Read along with the other sections, this would provide a comprehensive overview of the Company's performance and plans.

FINANCIAL RESULTS

The financial performance of the Company for the year ended 31st March 2012 is summarised below:

(Rs. in million)

Profit before Depreciation and Amortisation, Finance Costs, 427.59 858.94

Exceptional Items and Tax Expenses

Less: Finance Costs 136.01 232.65

Depreciation and Amortisation 157.03 410.33

Profit before Exceptional Items and Tax 134.55 215.96

Add: Exceptional Items 3,570.37 (1.56)

Profit before Tax 3,704.92 214.40

Add: Taxation For earlier year 0.02 -

Less: Current Tax 1,055.53 42.29

Deferred Tax (347.90) 2.32

Add: MAT Credit Entitlement 58.90 _

Profit for the year 3,056.21 169.79

Add: Balance in Profit & Loss Account 91.51 268.41

3,147.72 438.20 Less: Appropriations

Transfer to General Reserve 1,500.00 20.00

Proposed Dividend on Equity Shares 84.44 281.48

Provision for Dividend Tax 13.70 45.21

1,598.14 346.69

Closing Balance 1,549.58 91.51

OVERVIEW

As already mentioned in the last year's report, the Company divested its Chloro Chemicals business. The transaction was completed in the month of May 2011. The Company is in the process of developing new businesses.

During the year, the Company successfully commissioned 5,600 TPA Hexamine plant at Vishakhapatnam in the state of Andhra Pradesh, and enhanced the Hexamine capacity at Ankleshwar by 2,000 TPA. With this, the Company's combined Hexamine manufacturing capacity at both locations has increased to 11,600 TPA.

The Company's is setting up a 5 MW Solar Power Project in Jodhpur District in the state of Rajasthan. The Project is expected to be commissioned in June 2012.

The Company has acquired 90% stake in APAG Holding AG, Switzerland on 2nd May 2012, at a purchase consideration of CHF 6.39 million. As per the terms of the Share and Loan Purchase Agreement (SLPA), entered in this regard on 20th April 2012, as amended vide Addendum Letter dated 30th April 2012, the Company will be acquiring the balance 10% stake by 30th June 2014, on the basis of a pre fixed formula set out in the SLPA.

APAG Holding AG, through its wholly owned subsidiary, APAG Elektronik AG, Switzerland, is engaged in development and sale of electronic and mechatronic modules and control devices for the automotive, consumer goods, power tool electronics and building automation industries. The designing and engineering facility of the company is located in Switzerland, whereas the manufacturing facility is located in the Czech Republic under a wholly owned subsidiary APAG Electronik s.r.o.

The Company is in the process of setting up a textile manufacturing unit in Ethiopia which is targeted to be completed by the end of 2013.

DIVIDEND

The Board of Directors recommends, for consideration of shareholders at the Annual General Meeting, a Dividend @ 30 % (Rs. 1.50 per share) on Equity Shares of Rs.5/- each for the year ended 31st March 2012.

FOREIGN CURRENCY CONVERTIBLE BONDS

The Company has redeemed the entire outstanding optionally convertible FCCBs of US$ 20 million on 7th June 2011, as per the terms of its issue.

CREDIT RATINGS

The Company has been assigned CARE A1 (A One Plus) rating for short term facilities by Credit Analysis & Research Limited (CARE). This is their highest rating for short term debt obligations and it signifies strong degree of safety for timely payment of financial obligations and carries lowest credit risk.

CARE has also assigned CARE AA- (Double A Minus) rating to the Company for long term facilities. This rating signifies high degree of safety for timely servicing of the financial obligations and carries low credit risk.

FIXED DEPOSITS

The Company has neither accepted nor renewed any Fixed Deposits from the public during the year and as on 31st March 2012, there were no outstanding deposits.

CONSOLIDATED ACCOUNTS

As per the Listing Agreement with the Stock Exchanges, Consolidated Financial Statements have been annexed with the Financial Results of the Company.

DIRECTORS

Shri J. P Sonthalia ceased to be Managing Director (Designate) - Chloro Chemicals with effect from the end of business hours on 16th August 2011. However, he continues to be a Director of the Company.

Shri G. Parthasarathy, Shri T. D. Bahety and Shri Amitav Kothari, Directors of the Company retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

Brief resumes of the above Directors, names of other companies in which they hold directorship, chairmanship and/or membership of Committees of the Boards are given in the Notice to the Shareholders and their shareholdings in the Company are given in the Section on Corporate Governance.

None of the Directors of the Company is disqualified for being appointed as Director, as specified in Section 274 (1) (g) of the Companies Act, 1956.

AUDIT COMMITTEE

The Audit Committee consists wholly of Independent Directors having requisite knowledge and expertise in finance, accounts and corporate laws. The terms of reference of this Committee encompass the whole of the provisions contained in the SEBI Code as well as Section 292A of the Companies Act, 1956. The Committee is chaired by Shri Amitav Kothari and includes Shri B. D. Sureka and Shri H. K. Khaitan as its members.

CORPORATE GOVERNANCE

Good governance practices are ingrained in the business ethos of KCI. Corporate Governance at KCI extends to all stakeholders and is embodied in every business decision. The Company places prime importance on reliable financial information, integrity, transparency, empowerment and compliance with the law in letter and spirit. The Management certifies its adherence to the Listing Agreement with the Stock Exchanges. While Management Discussion and Analysis that is an annexure to the Directors' Report, appears in the Section titled Year in Review in the Annual Report, the Corporate Governance Report and the Certificate from the Auditors of the Company confirming compliance of the conditions of Corporate Governance are annexed hereto and form a part of the Directors' Report.

There is a conscious effort to ensure that the values enshrined in the Codes of Conduct for the Board of Directors and employees respectively, are followed in true spirit across all levels of the Company.

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

As required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the statements containing necessary information in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo are annexed hereto and form a part of the Directors' Report.

SAFETY AND ENVIRONMENT

The Company is committed to sustainable development and a safe workplace. Its approach to environment management is guided by the principle of provision of safe working environment through continuous up-gradation of technologies, prevention of pollution and conservation of resources and recycling waste. The Company's highly successful 'Waste to Wealth' programme at its Alco Chemicals Division at Ankleshwar, which includes extraction of water from distillery effluent, generation of power directly from biogas and manufacture of bio-compost, is a case in point to the proactive approach of the Company in waste management.

As a result of its sustained compliance to Health, Safety, Environment and Quality standards, the Company's Alco Chemical Division at Ankleshwar and Vizag are recertified under OHSAS 18001 (Occupational Health & Safety Assessment Series).

The Company has a documented Health & Safety Policy that is displayed and communicated to all employees at plant locations. With the view to achieve a 'Zero Accidents' status, the Company has developed health and safety procedures as well as safety targets and objectives.

The Company also lays thrust on renewable energy sources such as bio-power, wind power and solar energy.

HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS

The human resource development initiatives of the Company are guided by a strong set of values and policies and the spirit of trust, transparency and dignity has contributed to its continuous growth. The Company's commitment to building meaningful employee engagement has resulted in significant enhancement in quality and productivity. The Company continues to provide ongoing training to its employees at different levels.

Industrial relations with the employees and workers across all locations of the Company continued to be cordial during the year As required under Section 217(2A) of the Companies Act, 1956 and the rules framed thereunder, the names and other particulars of employees receiving remuneration above prescribed threshold are set out in the annexure appended to this Report.

SOCIAL CONTRIBUTION

Social welfare and community development are important components of KCI's Corporate Social Responsibility philosophy and continues to form a part of its larger social commitment.

SUBSIDIARY COMPANY

In compliance of the conditions of the Ministry of Corporate Affairs' General Circular no. 2/2011 dated 8th February 2011, granting general exemption from attaching the documents of its subsidiaries, as specified under Section 212 of the Companies Act, 1956, with its Balance Sheet, the Company is not attaching the said documents with relation to Pipri Limited, the subsidiary of the Company, with its Balance Sheet. However, the said documents of the subsidiary are available for inspection by the members at the Registered Offices of the Company and Pipri Limited. The members of the Company interested in obtaining the said documents may write to the Company Secretary at the Registered Office of the Company.

On acquisition of 90% stake in APAG Holding AG, Switzerland by the Company on 2nd May 2012, it has become a subsidiary of the Company from that date and, consequently, APAG Elektronik AG, Switzerland, the wholly owned subsidiary of APAG Holding AG has become a subsidiary of the Company from that date. APAG Elektronik s.r.o., the wholly owned subsidiary of APAG Elektronik AG has also become a fellow subsidiary of the Company from that date.

AUDITORS

Messrs Singhi & Co., Chartered Accountants, Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. With regard to comments in the Auditor's Report, the Notes on Accounts referred to in the Auditor's Report are self-explanatory and therefore does not call for any further comments.

COST AUDITORS

The Central Government has approved the appointment of the following Cost Auditors for conducting cost audit for the financial year 2011-12:

1) For the Chemical Products - M/s. N. D. Birla & Co., Cost Accountants, Ahmedabad and M/s. Prasad & Co., Cost Accountants, Kolkata.

2) For Industrial Alcohol - M/s N. D. Birla & Co., Cost Accountants, Ahmedabad.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, the Board of Directors hereby confirms:

i) That in the preparation of the annual accounts, all the applicable accounting standards have been followed.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give 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 the year ended 31st March 2012.

iii) That the Directors have taken 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.

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

ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude the commitment and dedication of the employees for their untiring personal efforts as well as their collective contributions at all levels that have led to the growth and success of the Company. The Directors would like to thank other stakeholders including lenders and business associates who have continued to provide support and encouragement.

For and on behalf of the Board

Registered Office

"Park Plaza"

71, Park Street R.V. Kanoria

Kolkata - 700 016 Chairman & Managing Director

Dated, the 11th day of May 2012

Mar 31, 2011

TO THE SHAREHOLDERS

The Directors have pleasure in presenting the fifty-first Annual Report along with the Audited Accounts of the Company for the year ended 31st March 2011.

The detailed information on the performance of your Company appears in two sections of the Annual Report under the titles Year in Review and Beyond Business. A discussion on the operations of the Company is given in the section titled Year in Review. Some of the statutory disclosures, however, appear in this Report. Read along with the other sections, this would provide a comprehensive overview of the Company's performance and plans.

FINANCIAL HIGHLIGHTS -THE YEAR IN RETROSPECT

The net sales turnover of the Company during the year under review was Rs. 4,852.24 million, up 15.21 % against Rs. 4,211.81 million in the previous year. The operating profit was Rs. 858.94 million compared to Rs 876.70 million in the previous period. The profit aftertax was Rs. 169.79 million as against Rs. 279.75 million in the previous year.

WORKING RESULTS

(Rs. in million) 2010-11 2009-10

Operating profit 858.94 876.70

Less: Interest & Finance Charges 232.65 232.35

Profit before Depreciation & Tax 626.29 644.35

Less: Depreciation & Amortisation 410.33 399.56

Profit before Exceptional Items & Tax 215.96 244.79

Exceptional Items (1.56) 143.15

Profit before Tax 214.40 387.94

Add: Taxation for earlier years - 0.71

Less: Provision for Taxation - Current 42.29 62.28

- Deferred 2.32 46.62

Net Profit 169.79 279.75

Add: Balance as per last account 268.41 231.87

438.20 511.62

Appropriations

Proposed Dividend on Equity Shares 281.48 84.44

Provision for Dividend Tax 45.21 8.77

Transfer to General Reserve 20.00 150.00

Balance carried to Balance Sheet 91.51 268.41

438.20 511.62

OVERVIEW

During the year, the Company successfully commissioned 105,000 TPA Formaldehyde plant at Vishakhapatnam in the state of Andhra Pradesh. With this, the Company's total Formaldehyde manufacturing capacity increased from 75,000 TPA to 180,000 TPA. The 5,600 TPA Hexamine plant is expected to be commissioned by June 2011.

As you are aware, the Company has, inter alia, been operating in the Chloro Chemicals business for nearly five decades. In a move towards leveraging new opportunity areas and exiting from high volume, low value products, the Company, vide an Agreement dated 16th April 2011, has transferred its Chloro Chemicals Division, consisting of manufacturing plants situated at Renukoot, Uttar Pradesh and Salt Works at Gujarat, to Aditya Birla Chemicals (India) Limited, by way of slump sale at a mutually negotiated cash consideration of Rs. 8.30 billion. The sale has been approved by the shareholders of the Company through Postal Ballot Voting and the said Division stands transferred to Aditya Birla Chemicals (India) Limited from the closing of business hours on 23d May 2011. The transaction would enable the Company to expand its other existing businesses as well as to look for opportunities in new and related businesses through both organic growth and acquisitions.

During the year, the Company exited from the Joint Venture, for setting up a flavours and fragrance manufacturing facility with Soluciones Extractivas Alimentarias S.L.A, Spain.

DIVIDEND

The Board of Directors recommends, for consideration of shareholders at the Annual General Meeting, a Dividend @ 100 % (Rs. 5.00 per share) on Equity Shares of Rs.5/- each for the year ended 31st March 2011.

FOREIGN CURRENCY CONVERTIBLE BONDS

As per the terms of issue, the Foreign Currency Convertible Bonds of US$ 20 million, issued by the Company were optionally convertible into Equity Shares till the close of business on 27th May 2011. As none of the FCCBs were converted within the conversion period and are outstanding, these are redeemable on 7th June 2011.

CREDIT RATINGS

The Company has been reaffirmed PR1 (PR One Plus) rating for short term facilities by Credit Analysis & Research Limited (CARE). This is their highest rating for short term debt obligations and it signifies strong capacity for timely payment of short term debt obligations and the lowest credit risk.

CARE has also reaffirmed CARE A (Single A Plus) rating to the Company for long term facilities. This rating signifies adequate safety for timely servicing of the debt obligations and low credit risk.

FIXED DEPOSITS

The Company has neither accepted nor renewed any Fixed Deposits from the public during the year and as on 31st March 2011, there were no outstanding deposits.

CONSOLIDATED ACCOUNTS

As per the Listing Agreement with the Stock Exchanges, Consolidated Financial Statements have been annexed with the Financial Results of the Company.

DIRECTORS

Shri B. D. Sureka, Shri A. Vellayan and Prof. S. L. Rao retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

Brief resumes of the above Directors, names of other companies in which they hold directorship, chairmanships and/or memberships of Committees of the Boards are given in the notice to the shareholders and their shareholdings in the Company are given in the Section on Corporate Governance.

None of the Directors of the Company is disqualified for being appointed as Director, as specified in Section 274 (1) (g) of the Companies Act, 1956.

AUDIT COMMITTEE

The Audit Committee consists wholly of Independent Directors having requisite knowledge and expertise in finance, accounts and corporate laws. The terms of reference of this Committee encompass the whole of the provisions contained in the SEBI Code as well as Section 292A of the Companies Act, 1956. The Committee is chaired by Shri Amitav Kothari and includes Shri B. D. Sureka and Shri H. K. Khaitan as its members.

CORPORATE GOVERNANCE

Good governance practices are ingrained in the business ethos of KCI.

Corporate Governance at KCI extends to all stakeholders and is embodied in every business decision. The Company places prime importance on reliable financial information, integrity, transparency, empowerment and compliance with the law in letter and spirit. The Management certifies its adherence to the Listing Agreement with the Stock Exchanges. While Management Discussion and Analysis that is an annexure to the Directors' Report, appears in the Section titled Year in Review in the Annual Report, the Corporate Governance Report and the Certificate from the Auditors of the Company confirming compliance of the conditions of Corporate Governance are annexed hereto and form a part of the Directors' Report.

There is a conscious effort to ensure that the values enshrined in the Codes of Conduct for the Board of Directors and employees respectively, are followed in true spirit across all levels of the Company.

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

As required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the statements containing necessary information in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo are annexed hereto and form a part of the Directors' Report.

SAFETY AND ENVIRONMENT

The Company is committed to sustainable development. The Company's environment management is guided by the principle of provision of safe environment through continuous up-gradation of technologies, prevention of pollution and conservation of resources. Its 'Waste to Wealth' programme at Ankleshwar substantiates the Company's approach in this area. Converting waste into reusable water, distillery effluent into bio-compost and generating energy from biogas are some of the components of the Company's environment management initiatives.

As a result of its sustained compliance of Health, Safety, Environment and Quality standards, the Company's Chloro Chemical Division at Renukoot as well as Alco Chemical Division at Ankleshwar were recertified under OHSAS18001 (Occupational Health & Safety Assessment Series) for the year 2010-11.

Both divisions were also recertified with ISO 9001 and IS014001 after surveillance audit for the year 2010-11.

The Company has established a Health & Safety Policy that is displayed and communicated to all employees at plant locations. With an aim to achieve 'Zero Accident' status, the Company has developed health and safety procedures, as well as safety targets and objectives. The Company continues to create grass root level awareness on safety through the concept of Total Productive Maintenance (TPM).

The Company puts thrust on renewable energy sources such as bio-power and wind power.

HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS

The human resource development initiatives of the Company are guided by a strong set of values and policies. The spirit of trust, transparency and dignity along with improved working facilities has contributed to continuous growth of the Company. The Company's commitment to building meaningful employee engagement has resulted in significant enhancement in quality and productivity. The Company has been providing necessary training on 'ongoing basis' to its employees at different levels by in-house and outside faculty.

Industrial relations with the employees and workers across all locations of the Company continued to be cordial during the year.

During the year, there was a wage revision for workmen of Chloro Chemicals Division at Renukoot for a period of 3 years effective from January 2010.

As required under Section 217(2A) of the Companies Act, 1956 and the rules framed thereunder, the names and other particulars of employees receiving remuneration above prescribed threshold are set out in the annexure appended to this Report.

SOCIAL CONTRIBUTION

Social welfare and community development is at the core of KCI's Corporate Social Responsibility philosophy and forms part of its larger social commitment. This is evident from the Company's unique participatory approach towards community development that has generated tangible benefits in terms of improved access to water, education and health facilities as well as opening avenues for self-employment.

SUBSIDIARY COMPANY

The Ministry of Corporate Affairs vide its General Circular no. 2/2011 dated 8th February, 2011 granted general exemption under Section 212(8) of the Companies Act, 1956, exempting companies from attaching with its Balance Sheet, the documents of its subsidiaries as specified under Section 212 of the Companies Act, 1956, subject to fulfilment of certain conditions. Your Company has fulfilled the required conditions, including the disclosure of the prescribed information in the consolidated accounts. Accordingly, the said documents with relation to Pipri Limited, the subsidiary of the Company are not attached to the Balance Sheet of the Company. However, the said documents of the subsidiary are available for inspection by the members at the Registered Offices of the Company and Pipri Limited. The members of the Company interested in obtaining the said documents may write to the Company Secretary at the Registered Office of the Company.

AUDITORS

Messrs Singhi & Co., Chartered Accountants, Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The observations of the Auditors are in the nature of general disclosures and are self-explanatory.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, the Board of Directors hereby confirms:

i) That in the preparation of the annual accounts, all the applicable accounting standards have been followed.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give 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 the year ended 31st March 2011.

iii) That the Directors have taken 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.

iv) That the Directors have prepared the annual accounts on agoing concern basis.

ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude the commitment and dedication of the employees for their untiring personal efforts as well as their collective contributions at all levels that have led to the growth and success of the Company. The Directors would like to thank other stakeholders including lenders and business associates who have continued to provide support and encouragement.

For and on behalf of the Board

R.V. Kanoria Chairman & Managing Director

Registered Office 'Park Plaza' 71, Park Street Kolkata-700 016

Mar 31, 2010

The Directors have pleasure in presenting the Fiftieth Annual Report along with the Audited Accounts of the Company forthe year ended 31s1 March 2010.

The detailed information on the performance of your Company appears in three sections of the Annual Report under the titles Consolidation, Year in Review and Beyond Business. A discussion on the operations of the Company is given in the section titled Year in Review. Some of the statutory disclosures, however, appear in this Report. Read along with the other sections, this would provide a comprehensive overview of the Companys performance and plans.

The net sales turnover of the Company during the year under review was Rs. 4,211.81 million as against Rs. 4,917.97 million in the previous year. The operating profit was Rs. 876.70 million compared to Rs 1,149.59 million in the previous period. The profit after tax at Rs. 279.75 million was higher by 91.60 % as against Rs.146.01 million in the previous year.

WORKING RESULTS

(Rs. in million)

2007-2008 2008-2009

Operating profit 876.70 1,149.59

Less: Interest & Finance Charges 232.35 294.40

Profit before Depreciation & Tax 644.35 855.19

Less: Depreciation & Amortisation 399.56 382.97

Profit before Exceptional Items & Tax 244.79 472.22

Exceptional Items 143.15 (243.43)

Profit before Tax 387.94 228.79

Add: Taxation for earlier years 0.71 0.80

Less: Provision for Taxation - Current 62.28 25.96

- Fringe Benefits - 2.83

- Deferred 46.62 54.79

Net Profit 279.75 146.01

Add: Balance as per last account 231.87 204.42

511.62 350.43 Appropriations

Proposed Dividend on Equity Shares 84.44 84.44

Provision for Dividend Tax 8.77 14.12

Transfer to General Reserve 150.00 20.00

Balance carried to Balance Sheet 268.41 231.87

511.62 350.43

The first phase of the Companys Greenfield project at Vishakhapatnam for manufacturing 105,000 TPA and 5,600 TPA of Formaldehyde and Hexamine respectively is in progress and is expected to be commissioned by September 2010.

The Company also entered into a Joint Venture Agreement with Soluciones Extractivas Alimentarias S.L.A., Spain. The Company together with its subsidiary and associates is a minority stakeholder (26%) in the joint venture for setting up a flavours and fragrance manufacturing facility at Vishakhapatnam. The work on the project is progressing in phased manner as per schedule. The first phase of the project is likely to be completed by the last quarter of 2010.

During the year, there was shut down of one Power Plant at Renukoot from 25* August 2009 to 19th October 2009 clue to break down of generator. After repair, the generator again broke down on 28" October 2009. However, the same has been repaired and put to use from 12th March 2010. Currently it is running at 75-80% capacity. Efforts are being made to achieve the rated capacity. The generator will be replaced by a new one.

The Board of Directors recommends, for consideration of shareholders at the Annual General Meeting, a Dividend @ of 30% (Rs. 1.50 per share) on Equity Shares of Rs. 5 each that have been allotted up to 30* April, 2010 (being the date of this Directors Report) and any further Equity Shares, that may be allotted by the Company on conversion of Foreign Currency Convertible Bonds prior to 15th July 2010 (being the Book Closure date for the purpose of dividend entitlement), for the year ended 31sl March 2010.

FOREIGN CURRENCY CONVERTIBLE BONDS

As per the terms of issue, the Foreign Currency Convertible Bonds of US$ 20 million, issued by the Company are optionally convertible into Equity Shares at any time from 5" June 2006 to close of business on 27th May 2011 and unless converted, are redeemable on 7th June 2011, subject to the terms of issue. As at the end of the year, the entire FCCBs were outstanding.

CREDIT RATINGS

The Company has been assigned PR1 + (PR One Plus) rating for short term facilities by Credit Analysis & Research Limited (CARE). This is their highest rating for short term debt obligations and it signifies strong capacity for timely payment of short term debt obligations and the lowest credit risk.

CARE has also assigned CARE A+ (Single A Plus) rating to the Company for long term facilities. This rating signifies adequate safety for timely servicing of the debt obligations and low credit risk.

FIXED DEPOSITS

The Company has neither accepted nor renewed any Fixed Deposits from the public during the year and as on 31sl March 2010, there were no outstanding deposits.

CONSOLIDATED ACCOUNTS

As per the Listing Agreement with the Stock Exchanges, Consolidated Financial Statements have been annexed with the Financial Results of the Company.

DIRECTORS

Shri T D. Bahety has been re-appointed as Wholetime Director of the Company for a period of three years with effect from 20th May, 2010, subject to the approval of the members in the ensuing Annual General Meeting. Necessary resolutions for the approval of his appointment and remuneration payable to him have been included in the Notice of Annual General Meeting.

Shri H. K. Khaitan, Shri J. R Sonthalia and Shri Ravinder Nath retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

None of the Directors of the Company is disqualified for being appointed as Director, as specified in Section 274 (1) (g) of the Companies Act, 1956.

Brief resumes of the above Directors, names of other companies in which they hold directorship, chairmanships and/or memberships of Committees of the Boards and their shareholdings in the Company are given in the Section on Corporate Governance and in the Notice to the Shareholders.

AUDIT COMMITTEE

The Audit Committee consists wholly of Independent Directors having requisite knowledge and expertise in finance, accounts and corporate laws. The terms of reference of this Committee encompass the whole of the provisions contained in the SEBI Code as well as Section 292A of the Companies Act, 1956. The Committee is chaired by Shri Amitav Kothari and includes Shri B. D. Sureka and Shri H. K. Khaitan as its members.

CORPORATE GOVERNANCE

Good governance practices are ingrained in the business ethos of KCI.

Corporate Governance at KCI extends to all stakeholders and is embodied in every business decision. The Company places prime importance on reliable financial information, integrity, transparency, empowerment and compliance with the law in letter and spirit. The Management certifies its adherence to the Listing Agreement with the Stock Exchanges. While Management Discussion and Analysis that is an annexure to the Directors Report, appears in the Section titled Year in Review in the Annual Report, the Corporate Governance Report and the Certificate from the Auditors of the Company confirming compliance of the conditions of Corporate Governance are annexed hereto and form a part of the Directors Report.

CRISIL has assigned CRISIL GVC Level 3 rating to the Company on corporate governance and value creation (GVC). The rating indicates that the Companys capability with regard to corporate governance and value creation for all its stakeholders is high.

There is a conscious effort to ensure that the values enshrined in the Codes of Conduct for the Board of Directors and employees respectively, are followed in true spirit across all levels of the Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO

As required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the statements containing necessary information in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo are annexed hereto and form a part of the Directors Report.

SAFETY AND ENVIRONMENT

The Company is committed to sustainable development. The Companys environment management is guided by the principle of provision of safe environment through continuous up-gradation of technologies, prevention of pollution and conservation of resources. Its highly successful fly ash utilisation programme at Renukoot and Waste to Wealth programme at Ankleshwar substantiate the Companys approach in this area. Converting waste into reusable water, distillery effluent into bio-compost and generating energy from biogas are some of the components of the Companys environment management initiatives.

As a result of its sustained compliance of Health, Safety, Environment and Quality standards, the Companys Chloro Chemical Division at Renukoot as well as Alco Chemical Division at Ankleshwar are certified under OHSAS 18001 (Occupational Health & Safety Assessment Series). Both divisions were also re-certified with ISO 9001 and IS0 14001 after surveillance audit for the year 2009-10.

The Company has established a Health & Safety Policy that is displayed and communicated to all employees at plant locations. With an aim to achieve Zero Accidents, the Company has developed health and safety procedures and has set safety targets and objectives. The Company has also initiated efforts to create grass root level awareness on safety through the concept of Total Productive Maintenance (TPM). All these efforts have resulted into a safe and accident-free year.

The Company puts thrust on renewable energy sources such as bio-power and wind power.

During the year, the Company initiated a number of measures that have resulted in product quality improvement and better utilization of effluents.

The Company has created and maintains large tracts of greenery in and around its Renukoot plant. Around 60% of its land is covered with plantations of different types and the balance encompasses the manufacturing plant, residential staff quarters and other facilities.

HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS

The human resource development initiatives of the Company are guided by a strong set of values and policies. The spirit of trust, transparency and dignity along with improved working facilities has contributed to continuous growth of the Company. The Companys commitment to building meaningful employee engagement has resulted in significant enhancement in quality and productivity. The Company has been providing necessary training on ongoing basis to its employees at different levels by in-house and outside faculty.

Industrial relations with the employees and workers across all locations of the Company continued to be cordial during the year.

During the year, a wage agreement has been entered with the workmen at Alco Chemical Division at Ankleshwar for a period of 3 years effective from January 2009.

A wage agreement is under negotiation with the workmen at Chloro Chemical Division at Renukoot for a period of 3 years effective from January 2010.

As required under Section 217(2A) of the Companies Act, 1956 and the rules framed thereunder, the names and other particulars of employees receiving remuneration above prescribed threshold are set out in the annexure appended to this Report.

SOCIAL CONTRIBUTION

Social welfare and community development is at the core of KCIs Corporate Social Responsibility philosophy and forms part of its larger social commitment. This is evident from the Companys unique participatory approach towards community development that has generated tangible benefits to the people, particularly in the 22 villages near Renukoot that the Company has adopted. The result of this approach can be evaluated in terms of improved access to water, education and health facilities as well as opening avenues for self-employment. As part of its income-generating initiatives, the Company assists villagers in employment generating programmes involving agriculture, forestry, and traditional crafts like bamboo artefacts, tailoring and basket weaving.

KCI is also engaged in making positive contribution for controlling diseases like AIDS and Polio as well as in providing opportunities to disabled persons. The Company, in association with NGOs, is also actively engaged in creating awareness about the ills of female foeticide.

It may be noted that the Company is a past recipient of the prestigious ICC Award for Social Responsibility by Indian Chemical Council.

SUBSIDIARY COMPANY

As required under Section 212 of the Companies Act, 1956, the audited Statement of Accounts, the Report of the Board of Directors and Auditors Report for the year ended 31st March 2010 of Pipri Limited, a subsidiary of the Company, are annexed to the Annual Report. The statement required under Section 212 of the Companies Act, 1956 in respect of the subsidiary company is also appended to the Annual Report.

AUDITORS

Messrs Singhi & Co., Chartered Accountants, Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The observations of the Auditors are in the nature of general disclosures and are self-explanatory.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, the Board of Directors hereby confirms:

i) That in the preparation of the annual accounts, all the applicable accounting standards have been followed.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give 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 the year ended 31st March 2010.

iii) That the Directors have taken 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.

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

ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude the commitment and dedication of the employees for their untiring personal efforts as well as their collective contributions at all levels that have led to the growth and success of the Company. The Directors would like to thank other stakeholders including lenders and business associates who have continued to provide support and encouragement.

For and on behalf of the Board

Registered Office

Park Plaza

71, Park Street R.V. Kanoria

Kolkata - 700 016 Chairman & Managing Director

Dated, the 30th day of Apil 2010

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