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Directors Report of Keltech Energies Ltd.

Mar 31, 2017

To the Member''s,

The Directors have pleasure in presenting their Fortieth Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2017. This report is being presented along with the audited financial statements for the year

1. Financial Performance: [Rs. in lacs, except per share data]

2016-17

2015-16

Operating Profit Less:

1) Interest

2) Depreciation

Profit for the year before taxation

236.41

1569.31

190.58

1362.86

440.97

677.38 386.40

576.98

891.93

785.88

Less : Provision for taxation - Current Tax

201.79

227.83

- Deferred Tax

Profit for the year

Other Comprehensive Income

106.28

308.07 51.11

278.94

583.86

506.94

Re-measurements of post-employment

benefit obligations (net of tax)

(5.24)

(12.07)

Profit for the year available for appropriation

578.62

494.87

2. Company Affairs:

(MANAGEMENT DISCUSSION AND ANALYSIS REPORT / OPERATIONS REPORTS OF COMPANY’S PERFORMANCE):

The operations for the year 2016-17 have resulted in a net profit of Rs.578.62 lakhs after charging depreciation, interest, tax and comprehensive income as against Rs.494.87 lakhs for the corresponding period of the previous year.

A. Explosives Division

The sale of Explosives for the year under review was 40,825 MT valued at Rs.I6,73I lakhs as against 38,770 MT valued at Rs.I5,473 lakhs of the previous year. The Sales turnover in Explosives increased by 5% in quantity terms. During the year, the turnover in regard to traded goods and export of finished goods in Explosives sector was Rs.I,39I lakhs as against Rs.99I lakhs for the corresponding period of the previous year.

The sale of Detonating Fuse and related products during the year under review was valued at Rs.I,I36 lacs as against Rs.I,I29 lacs during the corresponding period of the previous year. The increase was mainly due to higher sales of Detonating Fuse products.

B. Perlite Division

The sale of Perlite and Perlite based products for the year under review were 6,5I9 MT valued at Rs.I,434 lakhs as against 6.789 MT valued at Rs.I,286 lakhs for the corresponding period of the previous year, resulted in reduction of 4% in quantity terms and I2% increase in value terms.

The turnover of services contracts and special products during the year under review was Rs.489 lakhs as against Rs.940 lakhs for the corresponding period of the previous year.

3. Dividend

The Directors have recommended a Dividend of Rs.2.50 per share of Rs.I0/- each (25%) on the paid-up Equity Capital of the Company.

4. Business Focus and Highlights

(A) EXPOSIVES DIVISION

The Explosives Sector witnessed growth during the year under review. The Coal sectors had already finalized orders at aggressive prices which the Company did not accept. However, the Company''s products are well accepted in other segments of business and the non-coal segment of business contributed to increased turn-over.

In regard to D Fuse and related products, the demand was consistent and the licensed capacity utilization was achieved.

(B) PERLITE DIVISION

The domestic market sale of Expanded Perlite products was satisfactory during the year under review. A Plant for manufacture of a new product viz. Filter Aid in collaboration with a Japanese Company Product was commissioned at Vishwasnagar Unit and the commercial production commenced during the fourth quarter of the current year.

(C) INDUSTRIAL RELATIONS

The industrial relations during the year under review were cordial and there were no industrial disputes.

(D) OUTLOOK FOR 2017-18.

During the current financial year 2017-18, on account of stiff competition coupled, the Explosives Division is expected to be under pressure and expects growth in Perlite based business. The Explosives Accessories Divisions are showing encouraging performance. The Company will consolidate its growth in the new segment of business of Emulsion Explosives.

Steps are taken for addition of balancing equipment in Explosives and additional plants for increase in capacity which is expected to materialize in 2017-18.

Your Company will continue to make all efforts for optimizing the overall performance.

(E) CAUTIONARY STATEMENT

The statements, expressions, information given in this Management Discussions and Analysis Report describing the Company''s objectives, projections, estimates, expectations or predictions may be deemed to be as “forward looking statements”. Actual results might substantially or materially different from those expressed or implied. Important developments that could affect the Company''s operations included demand supply conditions, changes in Government, global economic scenario and such other developments different from Company''s comprehension.

5. General Reserve:

The Company proposes to transfer a sum of Rs. 350 lacs to General Reserve.

6. Deposits

The Company has not received any deposits during the financial year 2016-17.

7. Quality

The Products of the Company are of high quality and have obtained required certifications and this shall be driving force for better sales.

8. Infrastructure

The Company is in the process of expansion at Viswasnagar, Garamsur and other Units.

9. Related Party Transactions

The Company has entered in to related party transactions which are in arms-length basis as mentioned in Annexure I to this report.

10. Board Committees

The Company has following Committees of the Board:

a) Audit Committee;

b) Stakeholders Relationship Committee;

c) Committee of Directors (Share Transfer Committee);

d) Independent Directors Committee;

e) Corporate Social Responsibility Committee; and

f) Nomination and Remuneration Committee

The composition of each of the above Committees, their respective role and responsibility is as detailed in the Report of Corporate Governance.

11. Particulars of Loans, Guarantees or Investments

The Company has not given any loans, guarantees and has not made any investments in other entities.

12. Directors

a. Re-appointment

Shri Umaji V. Chowgule, [DIN 00018993] retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

Pursuant to Section 149 of the Companies Act, 2013, the office of independent directors are not liable to retire by rotation and they shall hold office for a term upto five consecutive years from the date they were appointed as Independent Directors by the Members in the General Meeting.

b. Board Evaluation

The Board has reviewed and evaluated the performance of all individual Directors and the Independent Directors have reviewed and evaluated the performances of Chairman, Managing Director and Non-Independent Directors during the year at their meeting held on 23rd January, 2017. They found that none of the board members have contravened any of the statutory provisions of Companies Act, 2013 and its relevant rules, regulations, guidelines etc. applicable to them in exercise of their duties and responsibilities.

c. Declaration by Independent Directors

A declaration from Independent Directors as required in sub-section (6) & (7) of Section 149 of the Companies Act, 2013 is obtained and the same are placed before the Board for noting . An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years.

d. Policy on Director’s appointment and remuneration

As per Section 178 of the Companies Act, 2013, the Company was required to constitute a Nomination and Remuneration Committee for the purpose of identifying qualified persons for appointment of Directors and Senior/ Key Managerial Personnel in future and to fix their remuneration and other allowances. Currently the Company has an agreement with the Managing Director of the Company for a period of 5 years with effect 29th April, 2014.

e. Number of meetings of the board

During the year five meetings of Board of Directors were held i.e. on 20th May, 2016, 20th July, 2016, 26th August, 2016, 26th November, 2016 and on 23rd January, 2017. These meetings were held as per the provision of section 173 of the Companies Act, 2013.

f. Vigil Mechanism/Whistle Blower Policy

The Company has established a Whistle Blower Policy for Directors and employees to report their genuine concern. The details of the same have been explained in the Corporate Governance Report and the same was inserted in the website of the Company.

13. Auditors

A. Statutory Auditors and Auditors’ Report

M/s. Haribhakti & Co. LLP Statutory Auditors (FRN I03523W) of the Company, have been holding office as Auditors for a term of more than 30 years. The said auditors were appointed at the 37th Annual General Meeting of the Company held on 25th July, 2014 for a period of three consecutive years till the conclusion of the 40th Annual General Meeting.

M/s. Khimji Kunverji & Co, Chartered Accountants, (FRN 105146W) have been appointed as Statutory Auditors of the Company for a period of five years effective from the conclusion of Fortieth Annual General Meeting till the conclusion of Fortyfifth Annual General Meeting, at the Board meeting of the Company held on 18th May, 2017.

B. Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Audit & Auditors) Rules, 2014 Shri Vikas Vinayak Deodhar, Practising Cost Accountant, Membership No.38I3, the Cost Auditor, appointed by the Company to conduct audit of the cost records of the Company for the financial year 2016-17.

C. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Shri. Swaroop S., C.PNo. 9997, Partner, M/s Swaroop, Ravishankar and Associates, Practicing Company Secretaries, have been appointed for conducting the Secretarial. Audit for the year ended 31st March 2017, and their report is annexed as Annexure 5 to this report.

14. Key Managerial Personnel

A. Managing Director

Pursuant to section 203 of the Companies Act, the Company has entered into an agreement with the Managing Director of the Company for a period of 5 years with effect 29th April, 2014.

B. Chief Financial Officer and Company Secretary

Pursuant to section 203 of the Companies Act, the Company has appointed Chief Financial Officer and Company Secretary with effect Ist March, 2015.

15. Extract of Annual Return

The extract of annual return in Form No. MGT - 9 is annexed as Annexure 6 to this report.

16. Significant and material orders.

The Company has sufficient orders on hand for Explosives and Perlite products for sustaining current level of operations

17. Internal Financial Control

The Company has effective systems and procedures of internal financial control for ensuring orderly and efficient conduct of its business, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. These systems are periodically reviewed by the Audit Committee of the Board of Directors. The Audit Committee and the Board have ensured that the said system is adequate considering the nature of business and size of transactions.

18. Committees of the Board

A detailed note on the Board and its Committees is provided under the Corporate Governance Report in this Annual Report. The composition of the Committees and compliances, as per the applicable provisions of the Act and Rules, are as follows:

Name of the Committee

Composition of the Committee

Highlights of duties, responsibilities and activities

1. Audit Committee

a) Shri Harish Jagtiani

b) Ms.Arati Saran

c) Shri Kaiyoze Beji Billimoria

d) Shri Santosh L. Chowgule

- All the recommendations made by the Audit Committee during the year were accepted by the Board.

- The Company has adopted the Whistle Blower Mechanism for Directors and all employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company''s Code of Business Conduct and Ethics. The Whistle Blower Policy is appended as Annexure-4 to the Board''s Report.

- In accordance with the listing requirements, the Company has formulated policies on Related Party Transactions and Material Subsidiaries. The policies, including the Whistle Blower Policy, are available on our website.

2. Nomination and Remuneration Committee

a) Ms. Arati Saran

b) Shri H.C.Asher

c) Shri Harish Jagtiani

d) Shri Kaiyoze Beji Billimoria

e) Shri Santosh L. Chowgule

- The Committee oversees and administers executive compensation, operating under a written charter adopted by the Board of Directors.

- The Committee has designed and continuously reviews the compensation programme for Managing Director and senior executives to align both short-term and long-term compensation with business objectives and to link compensation with the achievement of measurable performance goals.

- The Committee structures compensation to ensure that it is competitive in the global markets in which the Company operates in order to attract and retain the best talent. In the future, the Committee plans to use a combination of stock options, restricted stock units and performance-based stocks to align senior employee compensation with shareholder value.

- The Nomination and Remuneration Committee has framed the Nomination and Remuneration policy. A copy of the policy is appended as Annexure-3 to the Board''sReport.

Name of the Committee

Composition of the Committee

Highlights of duties, responsibilities and activities

3. Corporate Social Responsibility

a) Shri Harish Jagtiani

b) Shri Umaji V. Chowgule

c) Shri Kaiyoze Beji Billimoria

d) Shri Santosh L. Chowgule

- The Board has laid out the Company''s policy on Corporate Social Responsibility (CSR) and the CSR activities of the Company are carried out as per the instructions of thecommittee.

- During the year, the Company has allocated 2% of its average net profits for the three immediately preceding financial years on CSR activities to various beneficiaries.

- Financial data pertaining to the Company''s CSR activities to various beneficiaries for 2016-17 is as appended under the prescribed format in Annexure- 7 to the Board''s Report.

- The contents of the CSR policy are available on our website

4. Stakeholders Relationship Committee

a) Ms. Arati Saran

b) Shri H.C.Asher

c) Shri Kaiyoze Beji Billimoria

d) Shri Harish Jagtiani

e) Shri Santosh L. Chowgule

- The Committee reviews and ensures redressal of investor grievances.

- The Committee noted that all the grievances of the investors have been resolved during the year.

5. Committee of Directors (Share Transfer Committee)

a) Shri Ashok V. Chowgule

b) Shri Umaji V Chowgule

c) Shri Santosh L. Chowgule

- The Committee shall overview the process of share transfers, transmissions etc. during the period and shall note the same as to delay or approvals in time.

6. Independent Directors Committee

a) Shri Harish Jagtiani

b) Shri H.C.Asher

c) Ms.Arati Saran

d) Shri Kaiyoze Beji Billimoria

- The Committee shall review the performance of the Non-Independent Directors of the Company.

- The review is pursuant to provisions of Part VIII of Schedule IV

19. Risk Management Policy

The Company has formed a Risk Management Committee and implemented a risk management policy for the Company including identification therein of elements of risk, if any, and the same has been inserted in the website of the Company.

20. Corporate Governance

The Corporate Governance certificate received from M/s. Haribhakti & Company LLP, Chartered Accountants, Mumbai (FRN I03523W) regarding compliance of conditions of corporate governance as stipulated in Regulation 34(3) read with Schedule V (C) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 20I5 is annexed with the report.

21. Director’s Responsibility Statement

Your Company''s Directors make the following statement in terms of sub-section (5) of Section I34 of the Companies Act, 20I3, which is to the best of their knowledge and belief and according to the information and explanations received from them are noted by the Board.

I. The financial statements have been prepared in conformity with the applicable Accounting Standards and requirements of the Companies Act, 20I3, (”the Act”) to the extent applicable to the Company; on the historical cost convention; as a going concern and on the accrual basis. There are no material departures in the adoption of the applicable Accounting Standards.

II. The Board of Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

III. The Board of Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. The Board of Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

IV The Board of Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

V. The financial statements have been audited by M/s. Haribhakti & Company LLP Chartered Accountants, Mumbai, the Company''s Auditors.

22. Particulars of Employees

The total number of employees of the company as on March 31, 2017 was 223 as against 236 as on March 31, 2016.

23. Particulars of loans, guarantees or investments under section 186

During the year the company has not sanctioned any loans, given securities and made any investments as prescribed under section 186 of the Companies Act, 2013.

24. Conservation of energy, research and development, technology absorption, foreign exchange and outgo The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

I. CONSERVATION OF ENERGY (FORM ‘A’)

This is not applicable to Explosives Industry.

II. ABSORPTION OF RESEARCH AND DEVELOPMENT (FORM ‘B’)

A. Specific areas in which R&D is carried out by the Company.

I. Cost reduction.

II. Product and Technology Development for Explosives.

III. Technical Services to monitor use of Explosives by Customers.

IV Development of value added Explosive products.

V. Development of improved and more efficient equipment.

VI. Refinements and Developments in Packaging.

VII. Product Development in relation to application of Explosives and Perlite.

B. Benefits derived as a result of the above R & D:

I. Introduction of products for difficult blasting conditions.

II. Setting up of production facilities with indigenous Plant Equipment for Bulk and Packaged Explosives.

III. Higher efficiency in use of Explosives to Customers.

IV Higher efficiency in manufacturing process.

V Reduction in cost of production.

VI. Entry into Export market.

VII. New applications of our Explosives.

VIII. Application of perlite concrete for cryogenic tanks.

IX. Development of Air Decking system for blasting in boreholes.

X. Export of Perlite Concrete Insulation Blocks.

XI. Overseas Contracts deploying Mobile Perlite Expanders.

C. Future Plan of Action:

I. Continue development work on Explosives.

II. Evaluate other systems for SMS.

III. Develop site applications using perlite.

IV. Explore new products for diversification.

D. Expenditure on R & D:

I. Capital - Nil.

II. Recurring - Rs.24.07 lacs.

III. Total - Rs.24.07 lacs.

IV Total R & D expenditure as a % total turnover - 0.II%

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

1. Efforts, in brief, made towards technology absorption, adaptation and innovation: Strict Monitoring of emulsion explosives and making necessary improvements to meet the field requirements.

2. Benefits derived as a result of the above efforts e.g. product improvement, cost reduction, product development, import substitution etc.

Emulsion products with fully indigenous equipment have been produced and supplied. These products have been well accepted by customers for use in difficult strata conditions.

Safety standards have been maintained, both during manufacture and usage, based on periodic feedback.

3. In case of imported technology (imported during the last five years reckoned from the beginning of the financial year) following information may be furnished.

(a) Technology imported : I

(b) Year of import:

(c) Has the technology been fully absorbed? Not Applicable

(d) If not fully absorbed, areas where this has not taken

place, reasons there for and future plan of action

III. FOREIGN EXCHANGE EARNING AND OUTGO

a. Activities relating to exports, etc

The Company has exported goods worth Rs.1592 lacs (C & F) during the year

b. Total Foreign exchange used and earned

The Company has used Foreign Exchange amounting to Rs.63.78 lacs and earned Rs.1592 lacs during the year.

25. Corporate Social Responsibility (CSR)

The disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 20I4, the Company was required to spend a sum of Rs.13.56 lacs towards Corporate Social Responsibility Policy and accordingly the Company has spent the same.

26. Acknowledgments

Y^ur Directors place on record their thanks to the Canara Bank for their unstinted co-operation and timely assistance. Y^ur Directors would like to make a special mention of the support extended by the various Departments of Government of India, the State Government agencies, the Tax Authorities including the Customs and Excise Departments, Department of Industrial Policy and promotion, Ministry of Corporate Affairs, Securities and Exchange Board of India and others and look forward to their continued support in all future endeavours. The Directors acknowledge the support and co-operation extended by valued customers of the Company. Your Directors also place on record their appreciation for the dedicated services rendered by the employees at all levels during the year under review.

For and on behalf of the Board of Directors

Place : Mumbai

Date : I8th May, 2017 Ashok V Chowgule

Chairman


Mar 31, 2016

To the Members,

The Directors have pleasure in presenting their Thirty Ninth Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2016. This report is being presented along with the audited financial statements for the year

1. Financial Performance:

(Rs. in lacs, except per share data)

2015-16

2014-15

Operating Profit

1185.09

1122.13

Less:

1) Interest

190.52

214.48

2) Depreciation

386.40

576.92

379.04

593.52

Profit for the year before taxation

608.17

528.61

Less : Provision for taxation - Current Tax

227.83

183.79

- Deferred Tax

(7.64)

220.19

(43.51)

140.28

Adjustment on account of transitional provision

-

-

46.40

Profit after tax

387.98

341.93

Profit for the year available for appropriation

387.98

341.93

Appropriations:

Dividend

25.00

25.00

Tax on Dividend

5.09

5.09

Transfer to General Reserve

300.00

325.00

Balance of Profit / (Loss) brought forward

531.51

641.28

Balance of Profit / (Loss) c/o to Balance Sheet

589.40

531.51

2. Company Affairs:

(MANAGEMENT DISCUSSION AND ANALYSIS REPORT / OPERATIONS REPORTS OF COMPANY’S PERFORMANCE)

A. Explosives Division

The sale of Explosives for the year under review was 38,770 MT valued at Rs.15,473 lakhs as against 43,484 MT valued at Rs.17,250 lakhs of the previous year. The Sales turnover in Explosives decreased by 11% in Quantity Terms and 10% in value. This decrease was mainly due to non-acceptance of orders in Coal Sector due to stiff competition and aggressive pricing. During the year, the turnover in regard to traded goods and export of finished goods in Explosives sector was Rs. 991 lakhs as against Rs.1,471 lakhs for the corresponding period of the previous year. the decrease in sales was due to sluggish demand in explosives market.

The sale of Detonating Fuse and related products during the year under review was valued at Rs.1129 lacs as against Rs.760 lacs during the corresponding period of the previous year. The increase was mainly due to higher sales of PETN products.

B. Perlite Division

The sale of Perlite and Perlite based products for the year under review were 6,789 MT valued at Rs.1,286 lakhs as against 9,253 MT valued at Rs.1,510 lakhs for the corresponding period of the previous year, resulted in reduction of 27% in quantity and 15% in value. The decrease in sales was due lesser Site Expansion Projects and adverse market competition.

The turnover of services contracts and special products during the year under review was Rs.940 lakhs as against Rs. 187 lakhs for the corresponding period of the previous year. The export of Perlite products during the year was valued at Rs.535 lacs as against Rs.90 lacs for the corresponding period of the previous year.

The operations for the year 2015-16 have resulted in a net profit of Rs.388 lakhs after charging depreciation, interest and tax as against Rs.342 lakhs for the corresponding period of the previous year.

3. Dividend

The Directors have recommended a Dividend of Rs. 2.50 per share of Rs.10/- each (25%) on the paid-up Equity Capital of the Company.

4. Business Focus and Highlights

(A) EXPLOSIVES DIVISION

The Explosives Sector witnessed growth during the year under review. The Coal sectors had already finalized orders at aggressive prices which the Company did not accept. However, the Company''s products are well accepted in other segments of business.

In regard to D Fuse and related products, the demand was consistent and the licensed capacity utilization was achieved.

(B) PERLITE DIVISION

The domestic market sale of Expanded Perlite products was satisfactory during the year under review. A new product line is being added in Perlite products with Japanese technology and commercial production is expected during the year 2016-17.

(C) INDUSTRIAL RELATIONS

The industrial relations during the year under review were cordial and there were no industrial disputes.

(D) OUTLOOK FOR 2016-17,

During the current financial year 2016-17, on account of stiff competition coupled, the Explosives Division is expected to be under pressure. The Explosives Accessories Divisions are showing encouraging performance. The Company will consolidate its growth in the new segment of business of Emulsion Explosives. Steps are taken for addition of balancing equipment in explosives and additional plants for increase in capacity which is expected to materialize in 2016-17. The Company expects growth in perlite products.

Your Company will continue to make all efforts for optimizing the overall performance.

(E) CAUTIONARY STATEMENT

The statements, expressions, information given in this Management Discussions and Analysis Report describing the Company''s objectives, projections, estimates, expectations or predictions may be deemed to be as “forward looking statements”. Actual results might substantially or materially from those expressed or implied. Important developments that could affect the Company''s operations included demand supply conditions, changes in Government, global economic scenario and such other developments different from Company''s comprehension.

5. RESERVES

A sum of Rs.589.40 lacs, which is surplus in the statement of Profit and Loss, the Board proposes to carry forward to reserves.

6. DEPOSITS

The Company has not received any deposits during the financial year 2015-16.

7. QUALITY

The Products of the Company are of high quality and have obtained required certifications and this shall be driving force for better sales.

8. INFRASTRUCTURE

The Company is in the process of expansion at Viswasnagar, Garamsur and other Units.

9. RELATED PARTY TRANSACTIONS

The Company has entered in to related party transactions which are in arms-length basis as mentioned in Annexure I to this report.

10. Board Committees

The Company has following Committees of the Board:

a) Audit Committee;

b) Stakeholders Relationship Committee;

c) Committee of Directors (Share Transfer Committee);

d) Independent Directors Committee;

e) Corporate Social Responsibility Committee; and

f) Nomination and Remuneration Committee

The composition of each of the above Committees, their respective role and responsibility is as detailed in the Report of Corporate Governance.

11. Particulars of Loans, Guarantees or Investments

The Company has not given any loans, guarantees and has not made any investments in other entities.

12. Directors

a. Re-appointment

Shri Ashok V. Chowgule, [DIN 00018970] retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. Pursuant to the Section 149 of the Companies Act, 2013, the office of independent directors are not liable to retire by rotation and they shall hold office for a term up to five consecutive years from the date they were appointed as Independent Directors by the Members in the General Meeting.

b. Board Evaluation

The Board has reviewed and evaluated the performance of all individual directors and the independent directors have reviewed and evaluated the performances of Chairman, Managing Director and non-independent Directors during the year at their meeting held on 22nd January, 2016. They found that none of the board members have contravened any of the statutory provisions of Companies Act, 2013 and its relevant rules, regulations, guidelines etc. applicable to them in exercise of their duties and responsibilities.

c. Declaration by Independent Directors

A declaration from Independent Director as required in sub-section (6) and (7) of Section 149 of the Companies Act, 2013 is obtained. An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years

d. Policy on Director’s appointment and remuneration

As per Section 178 of the Companies Act, 2013, the Company was required to constitute a Nomination and Remuneration Committee for the purpose of identifying qualified persons for appointment of Directors and Senior/ Key Managerial Personnel in future and to fix their remuneration and other allowances. Currently the Company has an agreement with the Managing Director of the Company for a period of 5 years with effect 29th April, 2014.

e. Number of meetings of the board

During the year four meetings of Board of Directors were held i.e. on 21st May, 2015, 24th July, 2015, 30th October, 2015 and on 22nd January, 2016. These meetings were held as per the provision of section 173 of the Companies Act, 2013.

f. Vigil mechanism/whistle blower policy

The Company has established a Whistle Blower Policy for Directors and employees to report their genuine concern. The details of the same have been explained in the Corporate Governance Report and the same was inserted in the website of the Company.

13. Auditors’

A. Statutory Auditors’ and Auditors’ Report

M/s. Haribhakti and Co. LLP Statutory Auditors'' (FRN I03523W) of the Company, have been holding office as Auditors'' for a term of more than 30 years The said auditors'' were appointed at the 37th Annual General Meeting of the Company held on 25th July, 2014 for a period of three consecutive years till the conclusion of the 40th Annual General Meeting.

B. Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Audit and Auditors'') Rules, 2014 Shri Vikas Vinayak Deodhar, Practicing Cost Accountant, Membership No.38I3, the Cost Auditor, appointed by the Company to conduct audit of the cost records of the Company for the financial year 2015-16.

C. Secretarial Auditors’

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Swaroop, Ravishankar and Associates, Practicing Company Secretaries, have been appointed for conducting the Secretarial Audit for the year ended 31st March 2016, and their report is annexed as Annexure 4.

14. Key Managerial Personnel

A. Managing Director

Pursuant to section 203 of the Companies Act, 2013 the Company has entered into an agreement with the Managing Director of the Company for a period of 5 years with effect 29th April, 2014.

B. Chief Financial Officer and Company Secretary

Pursuant to section 203 of the Companies Act, 2013 the Company has appointed Chief Financial Officer and Company Secretary with effect 1st March, 2016.

15. Extract of Annual Return

The extract of annual return in Form No. MGT - 9 is annexed as Annexure 6 to this report.

16. Significant and material orders

The Company has sufficient orders on hand for Explosives and Perlite products for sustaining current level of operations

17. Internal Financial Control

The Company has effective systems and procedures of internal financial control for ensuring orderly and efficient conduct of its business, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. These systems are periodically reviewed by the Audit Committee of the Board of Directors The Audit Committee and the Board have ensured that the said system is adequate considering the nature of business and size of transactions.

18. Committees of the Board

A detailed note on the Board and its Committees is provided under the Corporate Governance Report in this Annual Report. The composition of the Committees and compliances, as per the applicable provisions of the Act and Rules, are as follows:

Name of the Committee

Composition of the Committee

Highlights of duties, responsibilities and activities

1. Audit

Committee

a) Shri Harish Jagtiani

b) Ms.Arati Saran

c) Shri Kaiyoze Beji Billimoria

d) Shri Santosh L. Chowgule

- All the recommendations made by the Audit Committee during the year were accepted by the Board.

- The Company has adopted the Whistleblower mechanism for Directors and all employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company''s Code of Business Conduct and Ethics. The Whistleblower Policy is appended as Annexure-4 to the Board''s Report.

- In accordance with the listing requirements, the Company has formulated policies on Related Party Transactions and Material Subsidiaries. The policies, including the Whistleblower Policy, are available on our website.

2. Nomination and Remuneration Committee

a) Ms. Arati Saran

b) Shri H.C.Asher

c) Shri Harish Jagtiani

d) Shri Kaiyoze Beji Billimoria

e) Shri Santosh L. Chowgule

- The Committee oversees and administers executive compensation, operating under a written charter adopted by the Board of Directors

- The Committee has designed and continuously reviews the compensation programme for MD and senior executives to align both short-term and long-term compensation with business objectives and to link compensation with the achievement of measurable performance goals.

- The Committee structures compensation to ensure that it is competitive in the global markets in which the Company operates in order to attract and retain the best talent. In the future, the Committee plans to use a combination of stock options, restricted stock units and performance-based stocks to align senior employee compensation with shareholder value.

- The Nomination and Remuneration Committee has framed the Nomination and Remuneration policy. A copy of the policy is appended as Annexure - 3 to the Board''s Report.

Name of the Committee

Composition of the Committee

Highlights of duties, responsibilities and activities

3. Corporate Social Responsibility

a) Shri Harish Jagtiani

b) Shri Umaji V. Chowgule

c) Shri Kaiyoze Beji Billimoria

d) Shri Santosh L. Chowgule

- The Board has laid out the Company''s policy on Corporate Social Responsibility (CSR), and the CSR activities of the Company are carried out as per the instructions of the committee.

- During the year, the Company allocated 2% of its average net profits for the three immediately preceding financial years on CSR activities to various beneficiaries.

- Financial data pertaining to the Company''s CSR activities to various beneficiaries for fiscal year 2015-16 is as appended under the prescribed format in Annexure - 7 to the Board''s Report.

- The contents of the CSR policy are available on our website

4. Stakeholders Relationship Committee

a) Ms. Arati Saran

b) Shri H.C. Asher

c) Shri Kaiyoze Beji Billimoria

d) Shri Harish Jagtiani

e) Shri Santosh L. Chowgule

- The Committee reviews and ensures redressal of investor grievances.

- The Committee noted that all the grievances of the investors have been resolved during the year.

5. Committee of Directors (Share Transfer Committee)

a) Shri Ashok V. Chowgule

b) Shri Umaji V. Chowgule

c) Shri Santosh L. Chowgule

- The Committee shall overview the process of share transfers, transmissions etc. during the period and shall note the same as to delay or approvals in time.

6. Independent Directors Committee

a) Shri Harish Jagtiani

b) Shri H.C. Asher

c) Ms. Arati Saran

d) Shri Kaiyoze Beji Billimoria

- The Committee shall review the performance of the non-independent directors of the Company.

- The review is pursuant to provisions of Part VIII of Schedule IV

19. Risk Management Policy

The Company has formed a Risk Management Committee and implemented a risk management policy for the Company including identification therein of elements of risk, if any, and the same has been inserted in the website of the Company.

20. Corporate Governance

The Corporate Governance certificate received from M/s. Haribhakti and Company LLP, Chartered Accountants, Mumbai (FRN 103523W) regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement is annexed with the report.

21. Directors’ Responsibility Statement

Your Company''s Directors make the following statement in terms of sub-section (5) of Section 134 of the Companies Act, 2013, which is to the best of their knowledge and belief and according to the information and explanations obtained by them -

I. The financial statements have been prepared in conformity with the applicable Accounting Standards and requirements of the Companies Act, 2013, (”the Act”) to the extent applicable to the Company; on the historical cost convention; as a going concern and on the accrual basis. There are no material departures in the adoption of the applicable Accounting Standards.

II. The Board of Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

III. The Board of Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. The Board of Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

IV The Board of Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

V. The financial statements have been audited by M/s. Haribhakti and Company LLP Chartered Accountants, Mumbai, the Company''s Auditors''

22. Particulars of Employees

The total number of employees of the company as on March 31, 2016 was 236 as against 222 as on March 31, 2015

23. Particulars of loans , guarantees or investments under section 186

During the year the company has not sanctioned any loans, given securities and made any investments as prescribed under section 186 of the Companies Act, 2013.

24. Conservation of energy, research and development, technology absorption, foreign exchange and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

I. CONSERVATION OF ENERGY (FORM ‘A’)

This is not applicable to Explosives Industry.

II. ABSORPTION OF RESEARCH and DEVELOPMENT (FORM ‘B’)

A. Specific areas in which R & D is carried out by the Company.

I. Cost reduction.

II. Product and Technology Development for Explosives.

III. Technical Services to monitor use of Explosives by Customers IV Development of value added Explosive products.

V. Development of improved and more efficient equipment.

VI. Refinements and Developments in Packaging.

VII. Product Development in relation to application of Explosives and Perlite.

B. Benefits derived as a result of the above R & D:

I. Introduction of products for difficult blasting conditions.

II. Setting up of production facilities with indigenous Plant Equipment for Bulk and Packaged Explosives.

III. Higher efficiency in use of Explosives to Customers.

IV Higher efficiency in manufacturing process.

V. Reduction in cost of production.

VI. Entry into Export market.

VII. New applications of our Explosives.

VIII. Application of perlite concrete for cryogenic tanks.

IX. Development of Air Decking system for blasting in boreholes.

X. Export of Perlite Concrete Insulation Blocks.

XI. Overseas Contracts deploying Mobile Perlite Expanders

C. Future Plan of Action:

I. Continue development work on Explosives.

II. Evaluate other systems for SMS.

III. Develop site applications using perlite.

IV. Explore new products for diversification.

D. Expenditure on R & D:

I. Capital - Nil.

II. Recurring - Rs. 26.03 lacs.

III. Total - Rs. 26.03 lacs.

IV Total R & D expenditure as a % total turnover - 0.13%

TECHNOLOGY ABSORPTION, ADAPTATION and INNOVATION

1. Efforts, in brief, made towards technology absorption, adaptation and innovation: Strict Monitoring of emulsion explosives and making necessary improvements to meet the field requirements.

2. Benefits derived as a result of the above efforts e.g. product improvement, cost reduction, product development, import substitution etc.

Emulsion products with fully indigenous equipment have been produced and supplied. These products have been well accepted by customers for use in difficult strata conditions.

Safety standards have been maintained, both during manufacture and usage, based on periodic feedback.

3. In case of imported technology (imported during the last five years reckoned from the beginning of the financial year) following information may be furnished.

(a) Technology imported :

(b) Year of import:

(c) Has the technology been fully absorbed. Not Applicable

(d) If not fully absorbed, areas where this has not I taken place, reasons there for and future plan of action

III. FOREIGN EXCHANGE EARNING and OUTGO

a. Activities relating to exports, etc

The Company has exported goods worth Rs. 1562.82 lacs (C and F) during the year

b. Total Foreign exchange used and earned

The Company has used Foreign Exchange amounting to Rs. 167.37 lacs and earned Rs. 1562.82 lacs during the year.

25. Corporate Social Responsibility (CSR)

The disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 the Company was required to spend a sum of 13.89 lacs towards Corporate Responsibility Policy and accordingly the Company has spent the same.

26. Acknowledgments

Your Directors place on record their thanks to the Canara Bank for their unstinted co-operation and timely assistance. Your Directors would like to make a special mention of the support extended by the various Departments of Government of India, the State Government agencies, the Tax Authorities including the Customs and Excise Departments, Department of Industrial Policy and promotion, Ministry of Corporate Affairs, Securities and Exchange Board of India and others and look forward to their continued support in all future endeavours The Directors acknowledge the support and cooperation extended by valued customers of the Company. Your Directors also place on record their appreciation for the dedicated services rendered by the employees at all levels during the year under review.

For and on behalf of the Board of Directors

Place : Mumbai Ashok V Chowgule

Date : 20th May, 2016 Chairman


Mar 31, 2015

To the Members,

The Board of Directors ("Board") of Keltech Energies Limited ("Company") with immense pleasure in presenting their Thirty Eighth Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31,2015. This report is being presented along with the audited financial statements for the year.

1. Financial Performance: (Rs. in lacs, except per share data) 2014-15 2013-14

Operating Profit 122.13 1208.82

Less:

1) Interest 214.48 144.89

2) Depreciation 379.04 172.43

Profit for the year before taxation 528.61 891.50

Less : Provision for taxation

- Current Tax 183.79 186.12

- Deferred Tax (43.51) 10,54 296.66

Adjustment on account of transitional provision 46.40 -

Profit after tax 341.93 594.84

Profit for the year available for appropriation

Appropriations:

Dividend 25.00 25.00

Tax on Dividend 5.09 4.25

Transfer to General Reserve 325.00 500.00

Balance of Profit / (Loss) brought forward 641.28 575.69

Balance of Profit / (Loss) c/o to Balance Sheet 531.51 641.28

(E) OUTLOOK FOR 2015-16

During the current financial year 2015-16, on account of stiff competition coupled, the Explosives Division is expected to be under pressure. The Explosives Accessories Divisions are showing encouraging performance.

The Company will consolidate its growth in the new segment of business of Emulsion Explosives. The Company has secured orders for Perlite based Insulation products during the current year 2015-16. The Company has also taken effective steps for implementation of diversification of manufactured perlite performance. ,

4. DIVIDEND:

The Directors have recommended a Dividend of Rs. 2.50- per share of Rs. 101- each (25%) on the paid-up Equity Capital of the Company.

5. RESERVES:

A sum ofRs. 53 1.51 lacs, which is surplus in the statement of Profit and Loss, the Board proposes to carry forward to reserves.

6. DEPOSITS

The Company has not received any deposits during the financial year 2014-15.

7. AUDITORS

A. Statutory Auditors and Auditors' Report

M/s. Haribhakti & Co. LLR Statutory Auditors of the Company, have been holding office as Auditors for a term of more than 30 years. The said auditors appointed at the previous Annual General Meeting of the Company held on 25th July, 2014 for a period of three years.

B. Cost Auditiors

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Audit & Auditors) Rules, 2014 Shri Vikas Vinayak Deodhar, Practising Cost Accountant, Membership No.3813, the Cost Auditor, appointed by the Company to conduct audit of the cost records of the Company for the financial year 2015-16.

C. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Shri. Swaroop S, Practising Company Secretary, has been appointed for conducting the Secretarial Audit for the year ended 31st March 2015, and his report is annexed as Annexure I.

8. PARTICULARS OF EMPLOYEES

The total number of employees of the company as on March 31,2015 was 222 as against 217 as on March 31,2014.

9. INTERNAL CONTROL

The Company has effective systems and procedures of internal financial control for ensuring orderly and efficient conduct of its business, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting recrods and timely preparation of reliable financial information. These systems are periodically reviewed by the Audit Committee of the Board of Directors. The Audit Committee and the Board have ensured that the said system is adequate considering the nature of business and size of transactions.

10. CHANGES IN EQUITY SHARE CAPITAL

The Company has not issued any class of shares or debentures during the financial year 2014-15.

11. EXTRACT OF THE ANNUAL RETURN:

The Annual Return in Form No. MGT - 7 is annexed as Annexure 2 to this report.

12. BOARD MEETINGS, BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL & COMMITTEES OF DIRECTORS

a. Re-appointment

Shri Umaji V Chowgule, [DIN 00018970] retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. Pursuant to the provisions of Section 149 of the Companies Act, 2013, the office of independent directors are not liable to retire by rotation and they shall hold office for a term upto five consecutive years on the Board of the Company from 25th July, 2014, as they were appointed at the Annual General Meeting of the Company was held on 25th July, 2014. In view of the above provisions of the Companies Act, 2013, the term of appointment of independent directors will expire by 2018-19th Annual General Meeting of the Company.

b. Appointment

i. During the year Shri Kaiyoze Beji Billimoria (DIN 00021204) has been appointed as an Additional Independent Director with effect from 23.1.2015 under section 149 of the Companies Act, 2013 and its relevant rules and regulations.

ii. Ms.Shalu Tibra has been appointed as Company Secretary of the Company with effect from Ist March, 2015.

iii. During the year Mr.RPrabhudev has been appointed as Chief Financial Officer of the Company with effect from Ist March, 2015.

Note: Declaration by an Independent Director

A declaration from Shri Kaiyoze Beji Billimoria (DIN 00021204), an Independent Additional Director that he meets the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 is obtained.

An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company at the ensuing Annual General Meeting proposed to be held on 24th July, 2015.

c. Board Evaluation

The Board has reviewed and evaluated the performances of all individual directors and the independent directors have reviewed and evaluated the performances of Chairman, Managing Director and non-independent Directors during the year at their meeting held on 23rd January, 2015. They found that none of the board members have not been contravened any of the statutory provisions of Companies Act, 2013 and its relevant rules, regulations, guidelines etc. applicable to them in exercise of their duties and responsibilities.

d. Board Committee

The Company has the following Committees of the Board:

a. Audit Committee;

b. Stakeholders Relationship Committee;

c. Committee of Directors (Share Transfer Committee);

d. Independent Directors Committee;

e. Corporate Social Responsibility Committee;

f. Risk Management Committee; and

g. Nomination and Remuneration Committee.

The composition of each of the above Committees, their respective role and responsibility is as detailed in the Report of Corporate Governance.

e. Audit Committee

The Audit Committee was constituted in accordance with the requirements of the Listing Agreement. The Audit Committee reports to the Board and is primarily responsible for such activities as stated in the Report of Corporate Governance. -

The Audit Committee consists of Shri Harish Jagtiani, Independent Non-Executive Director of the Company acted as Chairman, Ms. Arati Saran, Independent Non-Executive Director and Shri Santosh L.Chowgule, Promoter Executive Director of the Company acted as Members of the Audit Committee. During the year all the recommendations submitted by the Audit Committee were approved by the Board.

f. Vigil Mechanism/ Whistle Blower Policy

The Company has established a Whistle Blower Policy for Directors and employees to report their genuine concern. The details of the same have been explained in the Corporate Governance Report and the same was inserted in the website of the Company.

g. Number of meetings of the Board of Directors

During the year four meetings of Board of Directors were held i.e. on 23rd May, 2014, 25th July, 2014, 17th October, 2014 and on 23rd January, 2015. These meetings were held as per the provision of section 173 of the Companies Act, 2013.

h. Nomination and Remuneration Committee

The Company has constituted a Nomination and remuneration committee during the year.

i. Risk management policy

The Company has formed and implemented a risk management policy for the Company including identification therein of elements of risk, if any, and the same has been inserted in the website of the Company.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year the company has not sanctioned any loans, given securities and made any investments as prescribed under section 186 of the Companies Act, 2013.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The contracts entered into by the Company with related parties referred to in sub-section (I) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso is disclosed in AOC -2 as mentioned in Annexure 3.

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

I. CONSERVATION OF ENERGY (FORM 'A')

This is not applicable to Explosives Industry.

II. ABSORPTION OF RESEARCH AND DEVELOPMENT (FORM 'B')

A) Specific areas in which R&D is carried out by the Company.

(I) Cost reduction.

(II) Product and Technology Development for Explosives.

(III) Technical Services to monitor use of Explosives by Customers.

(IV) Development of value added Explosive products.

(V) Development of improved and more efficient equipment.

(VI) Refinements and Developments in Packaging.

(VII) Product Development in relation to application of Explosives and Perlite.

B) Benefits derived as a result of the above R&D:

(I) Introduction of products for difficult blasting conditions.

(II) Setting up of production facilities with indigenous Plant Equipment for Bulk and Packaged Explosives.

(III) Higher efficiency in use of Explosives to Customers.

(IV) Higher efficiency in manufacturing process.

(V) Reduction in cost of production.

(VI) Entry into Export market.

(VII) New applications of our Explosives.

(VIII) Application of perlite concrete for cryogenic tanks.

(IX) Development of Air Decking system for blasting in boreholes.

(X) Export of Perlite Concrete Insulation Blocks.

(XI) Overseas Contracts deploying Mobile Perlite Expanders.

C) Future Plan of Action:

(I) Continue development work on Explosives.

(II) Evaluate other systems for SMS.

(III) Develop site applications using perlite.

(IV) Explore new products for diversification.

D) Expenditure on R & D:

(I) Capital - Nil.

(II) Recurring - Rs. 26.86 lacs.

(III) Total - Rs. 26.86 lacs.

(IV) Total R & D expenditure as a % total turnover - 0.13 %

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

1. Efforts, in brief, made towards technology absorption, adaptation and innovation: Strict Monitoring of emulsion explosives and making necessary improvements to meet the field requirements.

2. Benefits derived as a result of the above efforts e.g. product improvement, cost reduction, product development, import substitution etc.

Emulsion products with fully indigenous equipments have been produced and supplied. These products have been well accepted by customers for use in difficult strata conditions.

Safety standards have been maintained, both during manufacture and usage, based on periodic feed back.

3. In case of imported technology (imported during the last five years reckoned from the beginning of the financial year) following information may be furnished.

(i) Technology imported : %

(ii) Year of import: I

(iii) Has the technology been fully absorbedRs. f Not Applicable

(iv) If not fully absorbed, areas where this has not I taken place, reasons there for and future plan of action w

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 the Company was required to spend a sum of Rs. 15.42 lacs towards Corporate Responsibility Policy and accordingly the Company has spent the same.

17. CORPORATE GOVERNANCE CERTIFICATE

The Corporate Governance certificate received from M/s.Haribhakti & Company LLR Chartered Accountants, Mumbai regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement is annexed with the report.

18. DIRECTORS' RESPONSIBILITY STATEMENT

Your Company's Directors make the following statement in terms of sub-section (5) of Section 134 of the Companies Act, 2013, which is to the best of their knowledge and belief and according to the information and explanations obtained by them -

I. The financial statements have been prepared in conformity with the applicable Accounting Standards and requirements of the Companies Act, 2013, (''the Act") to the extent applicable to the Company; on the historical cost convention; as a going concern and on the accrual basis. There are no material departures in the adoption of the applicable Accounting Standards.

II. The Board of Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

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

IV. The Board of Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

V The Board of Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

VI. The financial statements have been audited by M/s. Haribhakti & Company LLR Chartered Accountants, Mumbai, the Company's Auditors.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

As part of its Corporate Social Responsibility (CSR) initiatives, the Company has complied in accordance with Schedule VII of the Companies Act, 2013.

20. INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the code of conduct for prevention of insider trading and the code for corporate disclosures ("Code"), as approved by the Board from time to time, are in force by the Company. The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees and other employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the securities of the Company at the time when there is unpublished price sensitive information.

No other material changes and commitments affecting the financial position of the Company has occurred between April 1,2015 and the date of signing of this Report.

21. LISTING FEES

The Company confirms that it has paid the annual listing fees for the year 2015-16 to BSE Limited, Mumbai.

22. ACKNOWLEDGEMENTS

Your Directors place on record their thanks to the Canara Bank for their unstinted co-operation and timely assistance. Your Directors would like to make a special mention of the support extended by the various Departments of Government of India, the State Government agencies, the Tax Authorities including the Customs and Excise Departments, Ministry of Corporate Affairs, Securities and Exchange Board of India and others and look forward to their continued support in all future endeavors.

The Directors acknowledge the support and co-operation extended by valued customers of the Company. Your Directors also place on record their appreciation for the dedicated services rendered by the employees at all levels during the year under review.

For and on behalf of the Board of Directors

Place : Mumbai Ashok V Chowgule Date : 21st May, 2015 Chairman


Mar 31, 2013

To the Members,

The Directors have pleasure in presenting the Thirtysixth Annual Report and the Audited Accounts for the year ended 31 "March, 2013.

1. FINANCIAL RESULTS :

(Rs. in lacs)

2012-13 2011-12

Operating Profit 929.36 994.05

Less: 1) Interest 128.86 121.63

2) Depreciation 137.14 114.18

Profit for the year before taxation 663.36 758.24

Less : Provision for taxation - Current Tax 197.50 219.88

- Deferred Tax 35.18 232.68 34.00 253.88

Profit after tax 430.68 504.36

Profit for the year available for appropriation

Appropriations:

Dividend 25.00 25.00

Tax on Dividend 4.25 4.05

Transfer to General Reserve 300.00 475.00

Balance of Profit / (Loss) brought forward 474.26 473.95

Balance of Profit / (Loss) c/o to Balance Sheet 575.69 474.26

The Directors have recommended a Dividend of Rs. 2.50 per share of Rs. 10/- each (25%) on the paid-up Equity Capital of the Company.

2. MANAGEMENT DISCUSSION AND ANALYSIS REPORT/ OPERATIONS REPORTS OF COMPANY''S PERFORMANCE:

OPERATIONS

(A) EXPLOSIVES DIVISION

The sale of Bulk and Cartridged Explosives for the year under review was 35,183 MT valued at Rs. 12,109 lakhs as against 35,406 MT valued at Rs. 10,744 lakhs of the previous year. The Sales turnover increased by 12.70% in value terms and decreased by 0.6% in quantity terms. During the year, the turnover in regard to traded goods, service contracts and export of finished goods in Explosives sector was Rs. 2,552 lakhs as against Rs. 5,494 lakhs during the previous year since the projects on hand were completed.

In regard to Detonating Fuse and related products there was handsome increase in capacity utilization in this sector. The sale for the year under review was valued at Rs. 678 lakhs as against Rs. 359 lakhs of the previous year. 120% of licensed capacity utilization was achieved both in regard to D fuse and PETN.

(B) PERLITE DIVISION

The sale of Perlite and Perlite based products for the year under review were 5,980 MT valued at Rs. 935 lakhs as against 8,464 MT valued at Rs. 1, 199 lakhs of the previous year, registering a reduction of 29.34% in quantity and 22.02% in value due to adverse market condition. The turnover of services contracts during the year under review was Rs. 887 lakhs as against Rs. 1,091 lakhs for the corresponding period of the previous year.

(C) The operations for the year 2012-13 have resulted in a net profit of Rs. 431 lakhs after charging depreciation, interest and tax as against Rs. 504 lakhs for the corresponding period of the previous year.

3. INDUSTRY REVIEW, THREATS, RISKS AND CONCERNS:

(A) EXPLOSIVES DIVISION

The purchase policies of PSU continue to be price driven instead of service and quality driven. In this segment of business growth is difficult. As to non-governmental segment of business, an increment can be expected.

Due to sensitive nature of the Industry, several regulatory measures have been introduced by the Government, viz. Ammonium Nitrate Rules 2012,security related regulations in relation to Explosives and Ammonium Nitrate. These measures may impact overall quantity off-take due to problems of logistics.

In regard to Detonating Fuse and related products, there is good demand for the products and the licensed capacity is already achieved. For securing any growth in this segment of business, we will need to increase licence capacity.

(B) PERLITE DIVISION

A substantial increase in investments in LNG terminals in India and world-over is expected. New opportunities are seen in this segment of business. Increased competition in this segment of business is expected, but the Company is well placed to handle competition in this regard.

(C) INDUSTRIAL RELATIONS

The industrial relations during the year under review were cordial and there were no industrial disputes. A wage revision is due during the current year and Company expects amicable settlement and continued cordial relations.

(D) OUTLOOK FOR 2013-14

During the current financial year 2013-14, the Explosives Division continues to be under pressure of price. The Perlite and Explosives Accessories Division is showing encouraging performance. The Company is setting up Emulsion Explosives manufacturing plant at its facilities at Garamsur in Maharashtra which is expected to go on stream during the financial year 2013-14, adding to the existing product line. Your Company is putting in all efforts for optimizing the overall performance.

(E) CAUTIONARY STATEMENT

The statements, expressions, information given in this Management Discussions and Analysis Report describing the Company''s objectives, projections, estimates, expectations or predictions may be deemed to be as "forward looking statements". Actual results might substantially or materially from those expressed or implied. Important developments that could affect the Company''s operations included demand supply conditions, changes in Government, global economic scenario and such other developments different from Company''s comprehension.

4. DIRECTORS

S / Shri H.C. Asher and Umaji V Chowgule retire by rotation and being eligible, offer themselves for re-appointment.

5. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and on the basis of information and explanations made available to them, your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956:

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

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 2012-13 and of the profit of the Company for that period;

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.

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

6. AUDITORS

M/s. Haribhakti & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for re- appointment.

7. COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

Necessary information pursuant to the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed.

8. PARTICULARS OF EMPLOYEES

Information on Particulars of Employees pursuant to Section 217(2A) of the Companies Act, 1956 is annexed to this Report.

9. COMPLIANCE CERTIFICATE

As required under the proviso to Sub Clause (I) to Section 383A of the Companies Act, 1956, Compliance Certificate for the year ended 31st March, 2013 obtained from a Practising Company Secretary is attached.

10. ACKNOWLEDGEMENTS

Your Directors place on record their thanks to the Canara Bank for their unstinted co-operation and timely assistance. The Directors acknowledge the support and co-operation extended by valued customers of the Company. Your Directors also place on record their appreciation for the dedicated services rendered by the employees at all levels during the year under review.

For and on Behalf of the Board

Place :Mumbai ASHOK V. CHOWGULE

Dated : 17th May, 2013 Chairman


Mar 31, 2012

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

1. FINANCIAL RESULTS : (Rs in lacs)

2011-12 2010-11

Operating Profit 994.05 375.1

Less:

1) Interest 121.63 51.48

2) Depreciation 114.18 97.51

Profit for the year before taxation 758.24 226.12

Less : Provision for taxation

- Current Tax 219.88 58.38

- Deferred Tax 34.00 253.88 11.54 69.92

Profit after tax 504.36 156.20

Appropriations:

Dividend 25.00 25.00

Tax on Dividend 4.05 4.05

Transfer to General Reserve 475.00 100.00

Balance of Profit / (Loss) brought forward 473.95 446.80

Balance of Profit / (Loss) c/o to Balance Sheet 474.26 473.95

The Directors have recommended a Dividend of Rs 2.50 per share of Rs 10/- each (25%) on the paid-up Equity Capital of the Company.

2. OPERATIONS

(A) EXPLOSIVES DIVISION

The sale of Explosives for the year under review was 35,406 MT valued at Rs 10,744 lacs as against 33,143 MT valued at Rs 8,648 lacs of the previous year. Due to un-remunerative selling price given by Coal India Limited, the exposure in this sector was limited. Overall, the Sales turnover on Explosives increased by 6.8% in quantity terms and 24.2% in value, mainly owing to steep increase in input costs and consequent selling price. During the year the turnover in regard to traded goods, service contracts and export of finished goods in Explosives sector increased significantly to Rs 5,494 lacs as against Rs 1,732 lacs during the previous year.

(B) PERLITE DIVISION

The sale of Perlite and Perlite based products for the year under review were 8,464 MT valued at Rs 1, 199 lacs as against 9,114 MT valued at Rs 1,286 lacs of the previous year, registering a reduction of 7.2% in quantity and 6.8% in value due to adverse market condition. The turnover of service contracts during the year under review showed encouraging growth at Rs 1,091 lacs as against Rs 298 lacs for the previous year.

(C) DETONATING FUSE:

During the maiden year of operation, the sale of Detonating Fuse and other related products were valued at Rs 359 lacs.

(D) The operations for the year 201 1-12 have resulted in a net profit of Rs 504 lacs after charging depreciation, interest and tax as against Rs 156 lacs for the previous year. This is primarily due to higher project executions.

During the year 2012-13, the operations of the Explosives Division is likely to continue to be under pressure due to PSU procurement policies and over-capacities in the sector. The operations of Perlite Division and Explosives Accessories are showing encouraging trends. Your Company is putting all efforts for optimizing its overall operations.

3. DIRECTORS

S / Shri Ashok V. Chowgule and Harish Jagtiani retire by rotation and being eligible, offer themselves for re-appointment

4. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and on the basis of information and explanations made available to them, your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956:

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

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 201 1-12 and of the profit of the Company for that period;

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.

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

5. AUDITORS

M/s. Haribhakti & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for re- appointment.

6. COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

Necessary information pursuant to the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed.

7. PARTICULARS OF EMPLOYEES

Information on Particulars of Employees pursuant to Section 217(2A) of the Companies Act, 1956 is annexed to this Report.

8. COMPLIANCE CERTIFICATE

As required under the proviso to Sub Clause (I) to Section 383A of the Companies Act, 1956, Compliance Certificate for the year ended 31 st March, 2012 obtained from a Practising Company Secretary is attached.

9. ACKNOWLEDGEMENTS.

Your Directors place on record their thanks to the Canara Bank for their unstinted co-operation and timely assistance. The Directors acknowledge the support and co-operation extended by valued customers of the Company. Your Directors also place on record their appreciation for the dedicated services rendered by the employees at all levels during the year under review.

For and on Behalf of the Board

Place : Mumbai ASHOK V. CHOWGULE

Dated : 21st May, 2012 Chairman


Mar 31, 2011

To the Members,

The Directors have pleasure in presenting the Thirtyfourth Annual Report and the Audited Accounts for the year ended 3Ist March, 2011.

1. FINANCIAL RESULTS : (Rs. in lacs)

2010-11 2009-10

Operating Profit 375.11 1042.65

Less:

1) Interest 51.48 51.12

2) Depreciation 97.51 86.36

Profit for the year before taxation 226.12 905.17

Less : Provision for taxation - Current Tax 59.50 312.00

- Deferred Tax 11.54 71.04 3.15 315.15

Profit after tax 155.08 590.02

Adjustments for earlier years (1.12) -

Profit for the year available for appropriation 156.20 590.02

Appropriations:

Dividend 25.00 25.00

Tax on Dividend 4.05 4.15

Transfer to General Reserve 100.00 500.00

Balance of Profit/(Loss) brought forward 446.80 385.93

Balance of Profit / (Loss) c/o to Balance Sheet 473.95 446.80

The Directors have recommended a Dividend of Rs.2.50 per share on the paid-up Equity Capital of the Company.

2. OPERATIONS

(A) EXPLOSIVES DIVISION

The sale of Explosives for the year under review was 33,143 MT valued at Rs. 8,648 lakhs as against 43,148 MT valued at Rs. 11,123 lakhs of the previous year. Due to un-remunerative selling price given by Coal India Limited, the Company was compelled to limit the exposure in this sector. As a result the Explosives Sales turnover was less by 23.2% in quantity terms and 22.3% in Value. During the year the turnover in regard to traded goods and service contracts in Explosvies sector increased significantly to Rs. 1,732 lakhs as against Rs. 249 lakhs during the previous year.

(B) PERLITE DIVISION

The sale of Perlite and Perlite based products for the year under review were 9,1 14 MT valued at Rs. 1,286 lakhs as against 4,262 MT valued at Rs. 613 lakhs of the previous year registering a growth of 113.8% in tonnage and 109.9% in value. The turnover of service contracts during the year under review also showed encouraging growth at Rs. 298 lakhs as against Rs. 70 lakhs for the previous year.

(C) The operations for the year 2010-11 have resulted in a net profit of Rs. 156 lakhs after charging depreciation, interest and tax as against Rs. 590 lakhs for the previous year.

During the current year 2011 -12, there are indications of steep increase in input costs; the selling price to Coal India Limited, continues to be un-remunerative. Your Company is putting efforts in catering to other sectors of business so that the affect of sales to Coal India Limited is minimized.

The Company has recently commissioned its plant for manufacture of Explosive Accessories, Viz. Detonating Cord and Cast Booster, at its Garamsur Unit near Nagpur. The Company also took up new contracts in excavation works.

Your Company obtained certification under Environmental Management System (ISO 14001) and Occupational Safety and Health Administration Standards(OSHAS 18001) there by ratifying the Company's commitment in this aspect of operations.

3. DIRECTORS

S / Shri Umaji V Chowgule and Vijay V Chowgule retire by rotation and being eligible, offer themselves for re-appointment.

4. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and on the basis of information and explanations made available to them, your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956:

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

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 2010-11 and of the profit of the Company for that period;

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.

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

5. AUDITORS

M/s. Haribhakti & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for re-appointment.

6. COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

Necessary information pursuant to the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed.

7. PARTICULARS OF EMPLOYEES

Information on Particulars of Employees pursuant to Section 217(2A) of the Companies Act, 1956 is annexed to this Report.

8. COMPLIANCE CERTIFICATE

As required under the proviso to Sub Clause (I) to Section 383A of the Companies Act, 1956, Compliance Certificate for the year ended 31st March, 2011 obtained from a Practising Company Secretary is attached.

9. CASH FLOW

Members are requested to refer to the Annexure-A to this Report wherein Cash Flow Statement for the year ended 31st March, 2011 is furnished in terms of the provisions of the Listing Agreement with the Stock Exchanges.

10. ACKNOWLEDGEMENTS

Your Directors place on record their thanks to the Canara Bank for their unstinted co-operation and timely assistance. The Directors acknowledge the support and co-operation extended by valued customers of the Company. Your Directors also place on record their appreciation for the dedicated services rendered by the employees at all levels during the year under review.

For and on Behalf of the Board



Place :Mumbai ASHOK V. CHOWGULE Dated : 20th May, 2011 Chairman


Mar 31, 2010

The Directors have pleasure in presenting the Thirtythird Annual Report and the Audited Accounts for the year ended 31" March, 2010.

1. FINANCIAL RESULTS : (Rs. in lacs)

2009-10 2008-09

Operating Profit 1042.65 932.56 Less:

1) Interest 51.12 77.36

2) Depreciation 86.36 76.02

Profit for the year before taxation 905.17 779.18

Less : Provision for taxation - Current Tax 312.00 269.21

- Fringe Benefit Tax - 19.40

- Deferred Tax 10.21 298.82

Profit after Tax 590.02 480.36

Adjustments for earlier years - (1.90)

Profit for the year available for appropriation 590.02 482.26 Appropriation :

Dividend 25.00 25.00

Tax on Dividend 4.15 4.25

Transfer to General Reserve 500.00 260.00

Balance of Profit / (Loss) brought forward 385.93 192.92

Balance of Profit / (Loss) c/o to Balance Sheet 446.80 385.93

The Directors have recommended a Dividend of Rs.2.50 per share on the paid-up Equity Capital of the Company.

2. OPERATIONS

(A) EXPLOSIVES DIVISION

The sale of Explosives for the year under reviewwas 43,147.99 MT valued at Rs. 11,123.06 lakhs as against 40,476.48 MT valued at Rs. 10,109.32 lakhs of the previous year registering a growth of 6.6% in tonnage and 10.03% in value.

During the year under review, the performance of the explosives division of the Company improved since increase in input costs was compensated by commensurate increase in selling price

(B) PERLITE DIVISION

The sale of Perlite and Perlite based products for the year under review were 4,262.04 MT valued at Rs.612.71 lakhs as against 3,685.63 MT valued at Rs.466.80 lakhs of the previous year registering a growth of 15.64% in tonnage and 31.26% in value.

(C) The operations for the year 2009-10 have resulted in a net profit of Rs.590.02 lacs after charging depreciation, interest and tax as against Rs. 482.26 lakhs of the previous year.

During the current year 2010-11, there are indications of rise in input costs; the selling price to Coal India Limited, who is the major consumer of Explosives, is also un-remunerative; thereby putting strain on the operations. Meanwhile, your Company is putting efforts in catering to other sectors of business so that the net effect of sales to Coal India Ltd. is minimized.

As a concerted step to enhance safety in operation as also concern for the Environment, your Company has taken steps for certification under Environmental Management System and Occupational Safety and Health Administration Standards.

3. DIRECTORS

S / Shri Harish Jagtiani and H.C.Asher retire by rotation and being eligible, offer themselves for re-appointment.

4. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and on the basis of information and explanations made available to them, your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956:

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

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 2009-10 and of the profit of the Company for that period;

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.

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

5. AUDITORS

M/s. Haribhakti & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for re- appointment.

6. COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

Necessary information pursuant to the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed.

7. PARTICULARS OF EMPLOYEES

Information on Particulars of Employees pursuant to Section 217(2A) of the Companies Act, 1956 is annexed to this Report.

8. COMPLIANCE CERTIFICATE

As required under the proviso to Sub Clause (I) to Section 383A of the Companies Act, 1956, Compliance Certificate for the year ended 31 st March, 2010 obtained from a Practising Company Secretary is attached.

9. CASH FLOW

Members are requested to refer to the Annexure-A to this Report wherein Cash Flow Statement for the year ended 31st March, 2010 is furnished in terms of the provisions of the Listing Agreement with the Stock Exchanges.

10. ACKNOWLEDGEMENTS.

Your Directors place on record their thanks to the Canara Bank for their unstinted co-operation and timely assistance. The Directors acknowledge the support and co-operation extended by valued customers of the Company. Your Directors also place on record their appreciation for the dedicated services rendered by the employees at all levels during the year under review.

For and on Behalf of the Board

Place : Mumbai ASHOK V. CHOWGULE

Dated : 25th May, 2010 Chairman

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