Directors Report of Kilburn Chemicals Ltd.

Mar 31, 2018

The Directors take pleasure in presenting the 28th Annual Report together with the Audited Accounts of the Company for the Financial Year ended 31st March, 2018.

FINANCIAL HIGHLIGHTS

(Rs. In lacs)

	2017-18		2016-17
Total Revenue		11.68	1.40
Gross Operating Profit		(1,216.52)	42.48
Depreciation for the year		34.15	5.12
Profit/ (Loss) Before Extraordinary items and Tax		(1,250.67)	37.36
Profit Before Tax (PBT)		(1,250.67)	37.36
Provision for Tax including Deferred Tax		284.04	14.20
Net Profit After Tax (PAT)		(1,534.71)	23.16
Add : Surplus / Loss brought forward from previous year		4,591	4,568
Profit available for Appropriation		3,056	4,591
Balance carried forward		3,056	4,591

GENERAL REVIEW OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS

Your Directors are pleased to report that the Company has successfully completed the commissioning of its Dahej Plant for production of Anatase grade Titanium Dioxide. The Commercial Operations Date was achieved on 22.3.18. The slight delay from the planned target date of commissioning was mainly on account of floods and delayed availability of personnel for commissioning of imported equipment. Several challenges still remain with respect to quality stabilisation and ramping up of production and operations, as is normally expected in Titanium Dioxide Plants.

FUTURE OUTLOOK

After achieving stability and growth in Anatase production, the Company will focus on further value addition in the form of Rutile grade production. The commissioning of this section of the Plant is expected to be completed soon.

EQUITY DIVIDEND

During the year Company has started its operations and due to which lot of operational cost need to bear by the company and under Directors felt it prudent to plough back the internal accruals in new project and to skip dividend on Equity Shares for the year.

TRANSFER TO RESERVES

During the year under review, your directors do not propose to transfer any amount to any reserve. The profit/ loss for the year under review has been shown under the head Reserve and surplus.

DEPOSITS

The company has not accepted any deposit from the public and shareholders falling within the ambit of section 73 of the companies Act 2013read with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOAN GURANTEES OR INVESTMENTS

Details of Loan, Guarantees and Investments covered under the provisions of section 186 of the Companies Act, 2013, are given in the notes to the financial Statements.

SHARE CAPITAL

The paid up Equity Share Capital as on March , 31,2018 was Rs 11.86 Crores. During the year under review, the company has converted 1540000 Equity Shares of Rs 10/- to warrants and has realized the balance amount i.e. 75% of the issued price i.e. Rs. 39/-. The company has not granted any stock option to employees nor issued any Sweat Equity Shares or buy back of Shares of the Company.

EXTRACT OF THE ANNUAL RETURN

Pursuant to section 92 (3) of the Companies Act 2013 (the Act) and Rules 12 (1) of the Companies (Management and Administration) Rules 2014, The details forming part of the extract of the Annual Return in the form MGT 9 is annexed herewith as annexure no. 1.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Companies Act 2013 (the Act) and accounting standard (AS)-21 on Consolidated Financial Statements read with As -23 on accounting for Investments in Associated and As -27 on financial Reporting of Interests in Joint Ventures, the Audited Consolidated Financial Statement is not applicable to the company as company has no subsidiary, Joint Ventures and Associate company as define in Companies Act, 2013

SUBSIDIARIES , JOINTVENTURES AND ASSOCIATE COMPANIES

The company does not have any Subsidiary, Joint-Venture and Associate Company as per the Companies Act, 2013.

CORPORATE GOVERNNANCE

Pursuant to the provisions contained in the Listing Agreement with Stock Exchanges, a Report on Corporate Governance together with the Auditors’ Certificate on the compliance of the conditions of the Corporate Governance is annexed herewith. The Management Discussion and Analysis Report has not been annexed as the company does not have any business afterWind Mill Division sold.

CREDIT RATING

CARE (Credit Analysis and Research Ltd) has assigned Triple B Minus (BBB-) rating on the long term bank facilities of the company - The rating is valid for a period of one year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the company, Shri. V. Vanchi (DIN: 00015985), Director of the company, retire by rotation at the ensuing Annual General Meeting of the company and being eligible has offered himself for re appointment.

All the Independent Directors have given declarations that they meet the criteria of Independence as laid down under section 149(6) of the Companies Act 2013 and as per Regulation 25 of Listing Obligations and Disclosure Requirements, Regulation 2015 of the Listing Agreement.

Shri Sandeep kumarJalan - Managing Directorof the Company, Shri Ashim Dutta, Chief Executive officer (Re-designated from CEO to Director w.e.f. 10.11.2017), Shri Sunil Kumar Somani - Chief Financial Officer (Resigned w.e.f 10.11.2017) Shri Manoj Sureka (Appointed as CFO w.e.f. 10.11.2017) and Shri Mukesh Sharma -Company Secretary are Key Managerial Personnel of the company.

PERFORMANCE EVALUATION BOARD EVALUATION

In Compliance with the Companies Act 2013 and Regulation 17 ofthe Listing Regulations, the performance evaluation of the Board and its Committees were carried out during the year under review.

More details on the same is given in the Corporate Governance Report.

DETAILS OF BOARD AND COMMITTEE MEETING

During the year under review, the Board of Directors has met 4 times. Details of Audit Committee , Nomination and Remuneration Committee and Stakeholders’ Relationship Committee meeting, its members and their attendance and terms of reference has been provided in the Corporate Governance Report.

The company has already framed a policy on remuneration of Directors and Senior Management Employees. The policy is approved by the Nomination and Remuneration Committee and the Board. More Details on the same is provided in the Corporate Governance Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors state that:

A) In the preparation of the annual accounts for the year ended March 31,2018 , the applicable accounting standards read with requirements set out under Schedule III of the act , have been followed and there are no material departures from the same

B) The Directors have selected such accounting policies and applied them consistently and made judgments’ and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31,2018 and of the profit of the company for year ended on that date,

C) The 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,

D) The Directors have prepared the annual accounts on a going concern basis,

E) The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and

F) 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.

RELATED PARTY TRANACTIONS

All the related party transactions are entered on arm’s length basis , in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act 2013 and the Listing Regulations. There are no materially significant related party transactions made by the company with promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the company at large or which warrants the approval of shareholders. Accordingly no transactions are being reported in Form AOC-2 in terms of section 134 of the act read with Rule -8 of the Companies (Accounts) Rules 2014. However the details of the transactions with Related Party are provided in the Company’s financial statements in accordance with the Accounting Standards.

All related party transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtain which are of a repetitive nature.

CORPORATE SOCIAL RESPONSIBILTY

In line with the provisions laid down under Section 135 of the Companies Act ,2013 and Rules made thereunder, the company has formed the CSR committee on 13.05.2016. CSR committee will decide the amount to be spent in CSR programs and activities mentioned in Schedule Vii of the Companies Act, 2013.

Details of the CSR activities undertaken by the company is annexed to this report as annexure -5

VIGIL MACHANISM POLICY

The Company has in place a Vigil Mechanism also known as Whistle Blower Policy pursuant to the requirements of the Companies Act 2013 and the Listing Agreement. The Policy empowers all the stakeholders to raise concerns and provided for adequate safeguards. any employee and/or person dealing with the company can make disclosure about any wrong doing in company operations through a e- mail or through telephone or letter to the Chairman of the Audit Committee.

The policy on vigil mechanism or whistle Blower policy may be accessed on the company website at the link.

POLICY ON NOMINATION AND REMUNERATION

The Company follows a policy on Remuneration of Directors and Senior Management Employees. The policy is approved by the Nomination & Remuneration Committee and the Board. The main objective of the said policy is to ensure that level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors, KMP and senior management employees. The Remuneration Policy for the Directors and senior management employees is given in the Corporate Governance Report.

RISK MANAGEMENT

The Company has formulated risk management Policy which is well defining mechanism to identify, assess, monitor and mitigate various risks to key business objectives.

On continuous basis risks are indentify by the functional heads and which discussed at various Committee or group level including Audit Committee and Board of Directors and systematically address to mitigate risk.

INTERNAL FINANCIAL CONTROLS

The company has in place the adequate internal financial controls systems with reference to Financial Statements. During the year, such controls were tested and no reportable material weakness was observed.

AUDITORS AND AUDITORS’ REPORT

M/s. V. Singhi & Associates, Chartered Accountants, the Statutory Auditors of the company o retire at the ensuing Annual General Meeting of the company and are eligible for reappointment. They have furnished certificate regarding their eligibility, pursuant to Section 139(1) of the Companies Act, 2013 and read with relevant Rules .The Board of Directors recommends their re-appointment for one year.

The notes to the accounts referred to in the Auditors’ Report are self explanatory.

The Auditors’ Report for FY2017-18 forms part of this Annual Report and does not contain any qualification, reservation or adverse remark .

Board of directors has reappointed M/S R C Jhawer & Company, Chartered Accountants as Internal Auditors of the company .

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of section 204 of the Companies Act 2013 read with the Rules thereof, the company has re appointed M/s Sunil kumar Banerjee , Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of Secretarial Auditors is annexed to this report as annexure -2. There are no adverse observation in the Secretarial Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

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

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Company has, during the year under review, transferred a sum of Rs.430415/- to Investor Education and Protection Fund, in compliance with the provisions of Section 123,124 & 125 the companies Act, 2013. The said amount represents dividend for the financial year 2009-2010 which remained unclaimed by the members of the company for a period exceeding 7 years from its due date of payment.

PARTICULARS OF EMPLOYEES

Industrial relations in the Company continued to be cordial and satisfactory. Particulars or details of the employees cover under the provisions of Section 197 of the Companies Act, 2013, read with Rules - 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules ,2014 are attached to this report as annexure -3

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

Statement pursuant to the provisions of section 134 (3 )(m) of the Companies Act 2013 read with Rules 8 of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure -4 During the year under review the company is setting up a new plant which has already focused on and matter related to energy saving equipment and latest technology. The further measure will be taken after the commencement of plant.

ACKNOWLEDGEMENT

Your Directors are grateful for the co-operation and continued guidance and support extended by various agencies of Central Government and State Government (s) and various Government Departments and Agencies, Bank of Baroda and State Bank of India. Your Directors thank and express their gratitude to various stakeholders i.e customers, dealers, suppliers, advisors and consultants for their committed engagement with the Company. The Directors greatly appreciate the dedicated and sincere services rendered by the employees at all levels. Finally, the Directors express their gratitude to all the Shareholders for their support.

For and on behalf of the Board,

S. K. JALAN

Place : Kolkata MANAGING DIRECTOR

Date : 30th May, 2018 DIN:00015836

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Mar 31, 2016

The Directors take pleasure in presenting the 26th Annual Report together with the Audited Accounts of the Company for the Financial Year ended 31st March, 2016.

FINANCIAL HIGHLIGHTS

(Rs. In lacs)

	2015-16	2014-15
Total Revenue	107	137
Gross Operating Profit	462	58
Depreciation for the year	45	82
Profit/ (Loss) Before Extraordinary items and Tax	417	(24)
Profit Before Tax (PBT)	417	(18)
Provision for Tax including Deferred Tax	(64)	(44)
Net Profit After Tax (PAT)	480	26
Add : Surplus / Loss brought forward from previous year	4088	4062
Profit available for Appropriation	4568	4088
Balance carried forward	4568	4088

GENERAL REVIEW OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS

During the year under review the Company has achieved turnover of Rs.107 lacs which solely came from Wind Mills Operations as compared to last year’s turnover of Rs. 137 lacs. The figures of turnover are not comparable as the company has sold the Wind Mill Division in the month of September 2015 to VKA Polymers Private Limited for a consideration of Rs. 15.00 Crores . The company has started setting up a new project for manufacturing Titanium Dioxide at Gujarat (for more details please refer to future outlook). The Company has reported profit after tax (including deferred tax ) of Rs. 480 lacs as compared to Rs 26 lacs during the previous year. This increase in Net Profit is attributed to capital gains on sale of Company’s windmill.

EQUITY DIVIDEND

During the year under review the company is setting up Greenfield Project in Gujarat, Directors felt it prudent to plough back the internal accruals in new project and to skip dividend on Equity Shares for the year.

FUTURE OUT LOOK

Your Directors are pleased to report promising progress in the new Project for production of both Anatase and Rutile grade of Titanium Dioxide (annual capacity of 15000 tons) at Dahej, Gujarat. In the Course of the year under review, financial closure for the project was completed and disbursals of loan from the Bank consortium members (Bank of Baroda And State Bank of India) have also commenced.

Land and site development activities are in full swing and work related to construction of the various factory buildings has also started. Some of the important long delivery period capital equipment order have already been placed and the rest of the plant and machinery items are all expected to be delivered in the course of next 12 months, for timely erection and commissioning of the plant.

With almost all necessary regulatory clearances already obtained, and healthy pace of execution of the Project, the Company is hopeful of commencing commercial production within next 15-18 months.

TRANSFER TO RESERVES

During the year under review, your directors do not propose to transfer any amount to any reserve. The profit/ loss for the year under review has been shown under the head Reserve and surplus.

DEPOSITS

The company has not accepted any deposit from the public and shareholders falling within the ambit of section 73 of the companies Act 2013 read with the Companies (Acceptance of Deposits) Rules, 2014

PARTICULARS OF LOAN GURANTEES OR INVESTMENTS

Details of Loan, Guarantees and Investments covered under the provisions of section 186 of the Companies Act, 2013, are given in the notes to the financial Statements.

SHARE CAPITAL

The paid up Equity Share Capital as on March, 31, 2015 was Rs 8.19 Crores. During the year under review, the company has allotted 940000 Equity shares of Rs 10/- each with a premium of Rs 29/- each under preferential allotment basis with no differential voting right and also allotted the 2725000 warrants at an Issue Price of Rs. 39/- each which will be convertible into Equity Shares, within 18 months from the date of allotment in one or more tranches on exercise of the options. The Amount paid under warrant is 25% of the issued price of Rs 39/- Per warrant and balance amount is payable when the allottee will exercise its options to convert warrants into equity shares. During the year the company has not granted any stock option to employees nor issued any sweat equity shares or buy back of shares of the company.

EXTRACT OF THE ANNUAL RETURN

Pursuant to section 92 (3) of the Companies Act 2013 (the Act) and Rules 12 (1) of the Companies (Management and Administration) Rules 2014, The details forming part of the extract of the Annual Return in the form MGT 9 is annexed herewith as annexure no. 1

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Companies Act 2013 (the Act) and accounting standard (AS)-21 on Consolidated Financial Statements read with As -23 on accounting for Investments in Associated and As -27 on Financial Reporting of Interests in Joint Ventures, the Audited Consolidated Financial Statement is not applicable to the company as company has no subsidiary, Joint Ventures and Associate company as define in Companies Act, 2013

SUBSIDIARIES, JOINTVENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint-Venture and Associate Company as per the Companies Act, 2013.

CORPORATE GOVERNNANCE

Pursuant to the provisions contained in the Listing Agreement with Stock Exchanges, a Report on Corporate Governance together with the Auditors’ Certificate on the compliance of the conditions of the Corporate Governance is annexed herewith. The Management Discussion and Analysis Report has not been annexed as the company does not have any business after sale of Wind Mill division.

CREDIT RATING

CARE (Credit Analysis and Research Ltd) has assigned Triple B Minus (BBB-). rating on the long term bank facilities of the Company - The rating is valid for a period of one year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri Parag K. Bhattacharjee, (DIN N0.00081899) Independent Director of the company has submitted his resignation on 28.07.2015 due to personnel reason. The Board noted his resignation and recorded its appreciation for contribution made by Shri Parag k. Bhattacharjee during his association with the company.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the company, Shri. Tushar M. Patel (DIN: 00031632), Directorate company, retire by rotation at the ensuing

Annual General Meeting of the company and being eligible has offered himself for re appointment.

The Board Of Directors in their meeting held on 9th November, 2015 reappointed Mr. Sandeep kumar Jalan (DIN N0:00051836) as Managing Directors of the company w.e.f. 14th November, 2015fora period of three years. For reappointment of Shri Sandeep Jalan as Managing Director, the Company requires to obtain the approval of members at the ensuing Annual General Meeting of the company.

The Board of Directors at its meeting held on 9th November, 2015 appointed Mrs Mamta Kejriwal as an Independent Director of the company to hold office five years. Under Section 160 of the Companies Act, 2013 the Company has received requisite notice from the member proposing Mrs. Mamta Kejriwal as a candidature for the office of Independent Director of the company.

All the Independent Directors have given declarations that they meet the criteria of Independence as laid down under section 149(6) of the Companies Act 2013 and as per Regulation 25 of Listing Obligations and Disclosure Requirements, Regulation 2015 of the Listing Agreement.

The company has appointed Mr. Ashim Kumar Dutta As Chief Executive Office of the company with effect from 21st March, 2016.

Mr. Sandeep kumar Jalan - Managing Director of the Company, Mr. Ashim Dutta, Chief Executive officer, Mr. Sunil Kumar Somani - Chief Financial Officer and Mr. Mukesh Sharma -Company Secretary are Key Managerial Personnel of the company.

PERFORMANCE EVALUATION BOARD EVALUATION

In Compliance with the Companies Act 2013 and Regulation 17 of the Listing Regulations, the performance evaluation of the Board and its Committees were carried out during the year under review.

More details on the same is given in the Corporate Governance Report.

DETAILS OF BOARD AND COMMITTEE MEETING

During the year under review, the Board of Directors has met 7 times. Details of Audit Committee, Nomination and remuneration committee and Stakeholders’ Relationship Committee meeting, its members and their attendance and terms of reference has been provided in the Corporate Governance Report.

The company has already framed a policy on remuneration of Directors and Senior Management Employees. The policy has been approved by the Nomination and Remuneration Committee and the Board . More Details on the same is provided in the Corporate Governance Report.

DIRECTORS’ RESPONSIBILITY STATEMENT Your Directors state that:

A) In the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards read with requirements set out under Schedule III of the act, have been followed and there are no material departures from the same.

B) The Directors have selected such accounting policies and applied them consistently and made judgments’ and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2016 and of the profit of the company for year ended on that date

C) The 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,

D) The Directors have prepared the annual accounts on a going concern basis

E) The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and

F) 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.

RELATED PARTY TRANACTIONS

All the related party transactions are entered on arm’s length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act 2013 and the Listing Regulations. There are no materially significant related party transactions made by the company with promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the company at large or which warrants the approval of shareholders. Accordingly no transactions are being reported in Form AOC-2 in terms of section 134 of the act read with Rule -8of the Companies (Accounts) Rules 2014. The details of the transactions with Related Party are provided in the Company’s financial statements in accordance with the Accounting Standards.

All related party transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtain which are of a repetitive nature.

CORPORATE SOCIAL RESPONSIBILITY

In line with the provisions laid down under Section 135 of the Companies Act, 2013 and Rules made there under, the company has formed the CSR committee on 13.05.2016. CSR committee will decide the amount to be spent in CSR programs and activities mentioned in Schedules VII of the Companies Act, 2013.

VIGIL MECHANISM POLICY

The Company has in place a Vigil Mechanism also known as whistle Blower policy pursuant to the requirements of The Companies Act, 2013 and the Listing Agreement. The Policy empowers all the stakeholders to raise concerns and provide for adequate safeguards. Any employee and/or person dealing with the company can make a disclosure about any wrong doing in company operations through a e-mail or through telephone or letter to the Chairman of the Audit Committee.

The policy on vigil mechanism or whistle Blower policy may be accessed on the company website at the link www.kilburnchemicals.com

POLICY ON NOMINATION AND REMUNERATION

The Company follows a policy on Remuneration of Directors and Senior Management Employees. The policy is approved by the Nomination &Remuneration Committee and the Board. The main objective of the said policy is to ensure that level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors, KMP and senior management employees. The Remuneration Policy for the Directors and senior management employees is given in the Corporate Governance Report. RISK MANAGEMENT

The Company has formulated risk management Policy which is well defining mechanism to identify, assess, monitor and mitigate various risks to key business objectives.

On continuous basis risks are indentify by the functional heads and which discussed at various Committee or group level including Audit Committee and Board of Directors and systematically address to mitigate risk.

INTERNAL FINANCIAL CONTROLS

The company has in place adequate internal financial controls systems with reference to Financial Statements. During the year, such controls were tested and no reportable material weakness was observed.

AUDITORS AND AUDITORS’ REPORT

M/s. V. Singhi & Associates, Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting of the company and are eligible for reappointment. They have furnished a certificate regarding their eligibility, pursuant to Section 139(1) of the Companies Act, 2013 read with relevant Rules. The Board of Directors recommends their re-appointment for one year.

The Auditors’ Report for FY 2015-16 forms part of this Annual Report and does not contain any qualification, reservation or adverse remark.

The Board of directors has reappointed M/S R C Jhawer & Company, Chartered Accountants as Internal Auditors of the company.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of section 204 of the Companies Act 2013 read with Rules thereof, the company has re appointed M/s Sunil Kumar Banerjee, Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The report of Secretarial Auditor is annexed to this report as annexure-2. There are no adverse observations in the Secretarial Audit Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

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

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Company has, during the year under review, transferred a sum of Rs. 2.07,136/- to Investor Education and Protection Fund, in compliance with the provisions of Section 123, 124 & 125 the companies Act, 2013. The said amount represents dividend for the financial year 2007-2008 which remained unclaimed by the members of the company for a period exceeding 7 years from its due date of payment.

PARTICULARS OF EMPLOYEES

Industrial relations in the Company continued to be cordial and satisfactory. Particulars or details of the employees cover under the provisions of Section 197 of the Companies Act, 2013, read with Rules - 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached to this report as annexure-3

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARING AND OUT GO

Statement pursuant to the provisions of section 134 (3)(m) of the Companies Act 2013 read with Rules 8 of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure - 4 Looking to the nature of business carried out by the company is not energy intensive and have not much impact on energy conservation and utilization and investment in the energy conservation equipment and in technology absorption .

ACKNOWLEDGEMENT

Your Directors are grateful for the co-operation and continued guidance and support extended by various agencies of Central Government and State Government (s) and various Government Departments and Agencies, Bank of Baroda., and State Bank of India. Your Directors thank and express their gratitude to various stakeholders i.e customers, dealers, suppliers, advisors and consultants for their committed engagement with the Company. The Directors greatly appreciate the dedicated and sincere services rendered by the employees at all levels. Finally, the Directors express their gratitude to all the Shareholders for their support.

For and on behalf of the Board,

For and on behalf of the Board,

Place : Kolkata S. K. JALAN

Date : 13th May, 2016 MANAGING DIRECTOR

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Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the 25th Annual Report together with the Audited Accounts of the Company for the Financial Year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS

(Rs. In lacs)

2014-15 2013-14

Total Revenue 137 181

Gross Operating Profit 58 127

Depreciation for the year 82 116

Profit/ (Loss) Before Extraordinary items (24) 11 and Tax

Profit Before Tax (PBT) (18) 11

Provision for Tax including Deferred Tax (44) (35)

Net Profit After Tax (PAT) 26 46

Add : Surplus / Loss brought forward from 4062 4016 previous year

Profit available for Appropriation 4088 4062

Balance carried forward 4088 4062

OPERATION

During the year under review the Company has achieved turnover of Rs.137 lacs which solely came from Wind Mills Operations as compared to last year Rs.181 lacs which is 24.31% less compared to previous year. The Company has earned profit after tax including deferred tax Rs.26 lacs as compared to Rs.46 lacs last year. The generation by the windmills owned by the Company was satisfactory but there was a problem with the local power board on evacuating the power generated. Hence, a substantial portion of the power generated by the windmills was lost and we were unable to bill the same.

EQUITY DIVIDEND

In view of the sharp drop in profitability and with a view to conserve resources for the company's Greenfield Project, Directors felt it prudent to skip dividend on Equity Shares for the year.

FUTURE OUT LOOK

Your Directors are glad to report that the company is in process of setting up a new project for production of both Anatase and Rutile Grade of Titanium Dioxide with an annual capacity of 15,000 MT in Gujarat, where the company has already acquired land from Gujarat Industrial Development Corporation at Jolwa Village at Dahej.

The Company has substantially done the detailed Engineering activities on the project and almost all necessary regulatory clearance has been obtained. Tie up for financial closures at advance stage and is expected to complete soon.

TRANSFER TO RESERVES

During the year under review, your Director does not propose to transfer any amount to any reserve. The profit/ loss for the year under review have been shown under the head Reserve and surplus.

CHANGES IN THE NATURE OF BUSINESS IF ANY

The company has not changed any business' during the year under review. However the Company has signed MOU to sell its Wind Mill Division on slump sales basis to M/s Shri Dhanalakshmi Green Energy India Pvt. Ltd. incorporated under the Companies Act, 1956 and having it registered office situated at S F NO. 226/3, NH-47 Avinashi Road Karumathampatti, Coimbatore (DT) Tamilnadu - 641659 at the consideration of Rs 15.80 Crores.

DEPOSITS

The company has not accepted any deposit from the public and shareholders falling within the ambit of section 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOAN GURANTEES OR INVESTMENTS

Details of Loan, Guarantees and Investments covered under the provisions of section 186 of the Companies Act, 2013, are given in the notes to the financial Statements.

SHARE CAPITAL

The paid up Equity Share Capital as on March, 31, 2015 was Rs 8.19 Crores. During the year under review, the company has not issued any shares with differential voting rights nor granted any stock option to employees nor issued any sweat equity shares or buy back of shares of the company.

EXTRACT OF THE ANNUAL RETURN

Pursuant to section 92 (3) of the Companies Act 2013 (the Act) and Rules 12(1) of the Companies (Management and Administration) Rules 2014, the details forming part of the extract of the Annual Return in the form MGT 9 is annexed herewith as Annexure No. 1

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Companies Act 2013 (the Act) and Accounting Standard (AS)-21 on Consolidated Financial Statements read with AS-23 on accounting for Investments in Associated and AS-27 on Financial Reporting of Interests in Joint Ventures, the Audited Consolidated Financial Statement is not applicable to the company as company has no subsidiary, Joint Ventures and Associate company as defined in Companies Act, 2013.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The company does not have any Subsidiary, Joint-Venture and Associate Company as per the Companies Act, 2013.

CORPORATE GOVERNANCE

Pursuant to the provisions contained in the Listing Agreement with Stock Exchanges, a Report on Corporate Governance together with the Auditors' Certificate on the compliance of the conditions of the Corporate Governance is annexed. The Management Discussion and Analysis Report have not been annexed as the company has only windmill operations in place.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the company, Shri V.Vanchi (DIN: 00015985), Director of the company, retire by rotation at the ensuing Annual General Meeting of the company and being eligible has offered himself for re-appointment.

The Board of Directors at its meeting held on 13th February, 2015 appointed Mrs Mamta Kejriwal as an Additional Director of the company to hold office upto the date of this Annual General Meeting of the company. Under Section 160 of the Companies Act, 2013 the Company has received requisite notice from the member proposing Mrs. Mamta Kejriwal as a candidate for the office of Director of the company.

All the Independent Directors have given declarations that they meet the criteria of Independence as laid down under section 149(6) of the Companies Act 2013 and clause 49 of the Listing Agreement

Shri Sandeep Kumar Jalan - Managing Director of the Company, Shri Sunil Kumar Somani - G.M. Finance cum Company Secretary are Key Managerial Personnel of the company.

During the year under review, pursuant to the provisions of the Companies Act 2013, Shri Sunil Kumar Somani who was the G.M. Finance and Company Secretary of the Company, relinquished the office of the Company Secretary. He has been designated CFO of the company w.e.f. 13.02.2015.

Shri Mukesh Sharma has been designated as Company Secretary of the Company w.e.f. 13.02.2015.

PERFORMANCE EVALUATION BOARD EVALUATION

In Compliance with the Companies Act 2013 and Clause 49 of the Listing Agreement, the performance evaluation of the Board was carried out by the Independent Directors met on 11.11.2014 to discussed the following;

Evaluation of the performance of Non-Executive Directors and the Board of Directors and the Board of Directors as Whole.

Evaluation of the Chairman of the company, taking into account the views of the Executive and Non Executive Directors.

Evaluation of the quality, content and timelines of flow of information between Management and the Board. More details on the same is given in the Corporate Governance Report.

DETAILS OF BOARD AND COMMITTEE MEETING

During the year under review, the Board of Directors has met 4 times. Details of Audit Committee, Nomination and Remuneration Committee and Share Transfer Committee (Investor / shareholders Grievance Committee) meeting, its members and their attendance and terms of reference has been provided in the Corporate Governance Report.

The company has formed a policy on remuneration of Directors and senior Management Employees. The policy is approved by the Nomination and Remuneration Committee and the Board. More Details on the same is provided in the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that :

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

B) The Directors have selected such accounting policies and applied them consistently and made judgments' and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2015 and of the profit of the company for year ended on that date,

C) The 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,

D) The Directors have prepared the annual accounts on a going concern basis

E) The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively ; and

F) 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.

RELATED PARTY TRANACTIONS

Related party transactions that were entered into during the financial year were on arm's length basis and were in ordinary course of business. There are no materially significant related party transactions made by the company which may have potential conflict with interest of the company.

The Board has also formulated the Related party transactions policy and during the year under review, the company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions.

All related party transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtain which are of a repetitive nature.

There are no material related party transactions which are not in ordinary course of business or which are not on arm's length basis and hence there is no information to be provided as required under section 134(3) (h) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014.

Your Directors draw attention of the members to Note no 27 to the financial statement which set out related party disclosures.

CORPORATE SOCIAL RESPONSIBILITY

As per provisions laid down under Section 135 of the companies Act 2013 related to Corporate Social Responsibility does not applicable to the company.

VIGIL MECHANISM POLICY

The Vigil Mechanism of the Company, which is also known as whistle Blower policy in terms of Listing Agreement. As the Company main object to do business in an honest, transparent and ethical manner, for which the company has formulate the vigil mechanism policy which provide that any employees and other person dealing with the company can made a disclosure about any wrong doing in company operations and dealing or prevailing any corruption in any area of business of the company through an e mail or through telephone or letter to the Chairman of the Audit Committee.

The policy on vigil mechanism or whistle Blower policy may be accessed on the company website at the link www.kilbumchemicals.com.

POLICY ON NOMINATION AND REMUNERATION

The contents of Nomination and Remuneration policy of the company prepared in accordance with the provisions of Section 178 of the Companies Act, 2013 and Clause 49 (IV) of the Listing Agreement are provided in the Corporate Governance Report.

RISK MANAGEMENT

The Company has formulated Risk Management Policy which is well define mechanism to identify, assess, monitor and mitigate various risks to key business objectives.

On continuous basis risks are indentify by the functional heads and which discussed at various committee or group level including Audit Committee and Board of Directors and systematically address to mitigate risk.

INTERNAL FINANCIAL CONTROLS

The company has put in place the adequate internal financial controls systems which includes internal financial controls, ensure compliance with various policies, practices and statutes in keeping with the organization's pace of growth and increasing complexity of operations. The internal Auditor team carries out the extensive audits across all financial areas and submits its report to Audit Committee.

AUDITORS AND AUDITORS' REPORT

The company's Auditors, M/s. V. Singhi & Associates, Chartered Accountants, Kolkata who retire at the ensuing Annual General Meeting of the company are eligible for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and Rules framed there under for reappointment as Auditors of the Company.

The notes to the accounts referred to in the Auditors' Report are self explanatory.

The Board of Directors has appointed M/s R.C. Jhawer & Company, Chartered Accountants as Internal Auditors of the company for the F Y 2015-16

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed Mr Sunil Kumar Banerjee, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report does not give any adverse remark. The report of Secretarial Auditor is annexed to this report as Annexure-2.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

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

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Company has, during the year under review, transferred a sum of Rs.6,31,462/- to Investor Education and Protection Fund, in compliance with the provisions of erstwhile Section 205C of the Companies Act, 1956. The said amount represents dividend for the financial year 2006-2007 which remained unclaimed by the members of the company for a period exceeding 7 years from its due date of payment.

PARTICULARS OF EMPLOYEES

Industrial relations in the Company continued to be cordial and satisfactory. During the year no employee was cover under the provisions of Section 197 of the Companies Act, 2013, read with Rules, 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosure pertaining to remuneration and other details as required under section 197 (12) of the Act read with Rules 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure-3.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARING AND OUT GO

Statement pursuant to the provisions of section 134 (3)(m) of the Companies Act 2013 read with Rules 8 of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure-4. Looking to the nature of business carried out by the company does not energy intensive and have not much impact on energy conservation and utilization and investment in the energy conservation equipment and in technology absorption.

ACKNOWLEDGEMENT

Your Directors are grateful for the co-operation and continued guidance and support extended by various agencies of Central Government and State Government(s) and various Government Departments and Agencies, Axis Bank Ltd., and HDFC Bank Ltd. Your Directors thank and express their gratitude to various stakeholders' i.e customers, dealers, suppliers, advisors and consultants for their committed engagement with the Company. The Directors greatly appreciate the dedicated and sincere services rendered by the employees at all levels. Finally, the Directors express their gratitude to all the Shareholders for their support.

For and on behalf of the Board, Place : Kolkata S. K. JALAN Date : 29th May, 2015 Managing Director

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Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting the 24th Annual Report together with the Audited Accounts of the Company for the Financial Year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS

(Rs. In lacs) 2013-14 2012-13

Total Revenue 181 271

Gross Operating Profit 127 341

Depreciation for the year 116 117

Profit Before Extraordinary items and Tax 11 224

Profit Before Tax (PBT) 11 224

Provision for Tax including Deferred Tax (35) 12

Net Profit After Tax (PAT) 46 212

Add : Surplus / (Loss) brought forward from previous year 4,016 3,804

Profit available for Appropriation 4,062 4,016

Balance carried forward 4,062 4,016

OPERATIONS

During the year under review the Company has achieved turnover of Rs.1.81 Crores which solely came from Wind Mills Operations as compared to last year Rs. 2.71 Crores which is 33.21% less compared to previous year. The Company has earned profit after tax including deferred tax Rs.46 lac as compared to Rs.212 lacs last year. The generation by the windmills owned by the Company was satisfactory but there was a problem with the local power board on evacuating the power generated. Hence, a substantial portion of the power generated by the windmills were lost and we were unable to bill the same.

EQUITY DIVIDEND

In view of the sharp drop in profitability and with a view to conserve resources for the company''s Greenfield Project, Directors felt it prudent to skip dividend on Equity Shares for the year.

AUDITORS'' REPORT

The notes to the accounts referred to in the Auditors'' Report are self explanatory.

FUTURE OUTLOOK

As members are aware that your company is in the process of setting up a new Project for production of both Anatase and Rutile Grades of Titanium Dioxide with an annual capacity of 15,000 MT in Gujarat, at Jolwa Village at Dahej.

Most of the legal formalities, compliances and regulatory clearances for setting up the plant have been completed. The process of tying up the financial assistance is in process. IDBI Capital Market Services has been mandated for syndicating the necessary facilities and hope to complete the same soon.

After completion of term financial assistance, the company will immediately start implementing its project in full swing.

SHARE CAPITAL

During the year under review, in accordance with the approval of the members, the company had issued and allotted 7,65,000 equity share at a premium of Rs. 6/- per share on preferential basis to Maryada Advisory Services Pvt. Ltd. as per SEBI guidelines.

CORPORATE GOVERNANCE

Pursuant to the provisions contained in the Listing Agreement with Stock Exchanges, a Report on Corporate Governance together with the Auditors'' Certificate on the compliance of the conditions of the Corporate Governance is annexed. The Management Discussion and Analysis Report has not been annexed as the company has only windmill operations in place.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors''

Responsibility Statement, it is hereby confirmed:

(1) That in the preparation of the 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;

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

(3) 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;

(4) That the Directors have prepared the Annual Accounts on a going concern basis.

DIRECTORS

Shri A. D. Nanaiya, has resigned as Director of the company w. e. f. 14.02.2014 The Board placed on record its appreciation for the valuable contribution made by him during his tenure as Director of the company.

Pursuant to sections 149, 152 and any other applicable provisions of the Companies Act, 2013, Shri Ranjit Chaudhri, Shri Anand Chatrath and Shri Parag Keshar Bhattacharjee have been appointed as Independent Directors to hold office for five consecutive years.

Shri Tushar M. Patel retires by rotation at this Annual General Meeting and being eligible, offers himself, for re-election.

AUDITORS

M/s G. P. Kejriwal & Associates, Chartered Accountants, Kolkata have been the Statutory Auditors of the Company for last 24 years. The Board has recommended a change in the Statutory Auditors of the Company and proposed that M/s. V. Singhi & Associates, Chartered Accountants, Kolkata be appointed as Statutory Auditors of the Company from the conclusion of this Annual General Meeting.

The Company has received Special Notice from a member of the Company, signifying its intention to

propose the appointment of M/s. V. Singhi & Associates, Chartered Accountants, Kolkata, as Statutory Auditors of the Company. The notice convening the 24th Annual General Meeting contains the said resolution.

The Board places on record its appreciation of the services rendered by M/s. G. P. Kejriwal & Associates, Chartered Accountants, for last 24 years.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Company has, during the year under review, transferred a sum of Rs.6,39,028/- to Investor Education and Protection Fund, in compliance with the provisions of erstwhile Section 205C of the Companies Act, 1956. The said amount represents dividend for the financial year 2005-2006 which remained unclaimed by the members of the company for a period exceeding 7 years from its due date of payment.

PARTICULARS OF EMPLOYEES

Industrial relations in the Company continued to be cordial and satisfactory. During the year no employee was covered under the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENT

Your Directors are grateful for the co-operation and continued guidance and support extended by various agencies of Central Government and State Government (s) and various Government Departments and Agencies, Axis Bank Ltd., and HDFC Bank Ltd. Your Directors thank and express their gratitude to various stakeholders i.e customers, dealers, suppliers, advisors and consultants for their committed engagement with the Company. The Directors greatly appreciate the dedicated and sincere services rendered by the employees at all levels. Finally, the Directors express their gratitude to all the Shareholders for their support.

For and on behalf of the Board, Place : Kolkata S. K. JALAN Date : 30th July, 2014 Managing Director

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Mar 31, 2013

The Directors take pleasure in presenting the 23rd Annual Report together with the Audited Accounts of the Company for the Financial Year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS

(Rs. In lacs) 2012-13 2011-12

Total Revenue 271 98582

Gross Operating Profit 341 1424

Depreciation for the year 117 326

Profit Before Extraordinary 224 1098

items and Tax

Extraordinary items (Income) 3015

Profit Before Tax (PBT) 224 4113

Provision for Tax including 12 1708

Deferred Tax

Net Profit After Tax (PAT) 212 2404

Add : Surplus / Loss brought 3804 1950

forward from previous year

Profit available for Appropriation 4016 4354

Transfer to Preference Share 274

Capital Redemption Reserve

Transfer to General Reserve 125

Proposed Dividend 130

Dividend Tax 21

Balance Carried Forward 4016 3804

OPERATIONS

During the year under review the Company has achieved turnover of Rs.2.71 crores which solely come from Wind Mills Operations. The figure of the last year are not comparable with the year under review. The profit before Tax is stood at Rs. 2.24 crores in current year as compared to Rs. 10.98 crores,in last year which is not comparable with the current year as the Company has sold its Chemical Division last year.

EQUITY DIVIDEND

In view of the sharp drop in profitability and with a view to conserve resources for the Company''s Greenfield Project, the Directors felt it prudent to skip dividend on Equity Shares for the year.

FUTURE OUTLOOK

Your Directors are glad to report that the Company is in the process of setting up a new Project for production of both Anatase and Rutile Grades of Titanium Dioxide with an annual capacity of 15,000 MT in Gujarat, where the Company has already acquired land from Gujarat Industrial Development Corporation at Jolwa Village at Dahej.

The Company is in the process of tying up the term financial assistance for the Project and has appointed IDBI Capital Market Services for syndicating the necessary facilities. Simultaneously, the Company has commenced Detailed Engineering activities on the Project and is also pursuing the necessary regulatory clearences.

CONSERVATION OF ENERGY

The required information with regard to energy conservation and technology absorption as required under Section 217(1) (e) of the Companies Act, 1956, is given in Annexure A attached to this report.

CORPORATE GOVERNANCE

Pursuant to the provisions contained in the Listing Agreement with Stock Exchanges, a Report on Corporate Governance together with the Auditors'' Certificate on the compliance of the conditions of the Corporate Governance is annexed. The Management Discussion and Analysis Report has not been annexed as the Company has only windmill operations in place.

DIRECTORS RESPONSIBILITY STATEMENT

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

(1) That in the preparation of the Annual Accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(2) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates

that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the profit of the Company for year under review;

(3) 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;

(4) That the Directors have prepared the Annual Accounts on a going concern basis.

COST AUDITOR

The Board of Directors have appointed M/s. DGM & Associates, Cost Accountants, Kolkata, to audit the cost accounts of the Company for the financial year ended 31st March, 2013, in compliance with the Central Government directives in this regard.

DIRECTORS

Shri V.Vanchi and Shri Anand Chatrath retire by rotation at this Annual General Meeting and being eligible, offer themselves for re-election.

Shri B. P. Jalan, Chairman of the Company has submitted his resignation due to personal reason with effect from 9.11.2012. The Board has placed on record its appreciation for the valuable contribution made by him during his tenure as Chairman of the Company .

The Company has appointed Shri Tushar Mahendra Patel as a Director with effect from 9.11.2012 to fill the Causal vacancy caused due to resignation of Shri B. P. Jalan.

AUDITORS

M/s G. P. Kejriwal & Associates, Chartered Accountants, retire at the conclusion of this meeting and being eligible offer themselves for re- appointment.

PARTICULARS OF EMPLOYEES

Industrial relations in the Company continued to be cordial and satisfactory.

ACKNOWLEDGEMENT

Your Directors are grateful for the co-operation and continued guidance and support extended by various agencies of Central Government and State Government (s) and various Government Departments and Agencies, Axis Bank Ltd., and HDFC Bank Ltd . Your Directors thank and express their gratitude to various stakeholders i.e customers, dealers, suppliers, advisors and consultants for their committed engagement with the Company . The Directors greatly appreciate the dedicated and sincere services rendered by the employees at all levels. Finally, the Directors express their gratitude to all the Shareholders for their support.

For and on behalf of the Board,

Place : Kolkata S. K. JALAN

Date : 30th May, 2013 Managing Director

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Mar 31, 2012

The Directors take pleasure in presenting the 22nd Annual Report together with the Audited Accounts of the Company for the Financial Year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS

(Rs. In lacs) 2011-12 2010-11

Total Revenue 98582 11601

Gross Operating Profit 1424 1204

Depreciation for the year 326 495

Profit Before Extraordinary 1098 709

items and Tax Extraordinary items (income) 3015 -

Profit Before Tax (PBT) 4113 709

Provision for Tax including 1708 133

Deferred Tax Net Profit After Tax (PAT) 2404 576

Add : Surplus / Loss brought 1950 1677

forward from previous year Profit available for Appropriation 4354 2253

Transfer to Preference Share 274 117

Capital Redemption Reserve Transfer to General Reserve 125 50

Proposed Dividend 130 117

Dividend Tax 21 19

Balance Carried Forward 3804 1950

OPERATIONS

The Company's production during the year was severely impacted right from the beginning of the year due to restricted availability of llmenite, the basic raw material of manufacture. The Company had no alternative but to haul llmenite from long distances incurring high transportation / freight costs. Furthermore inadequate availability and continually rising costs of principal utilities viz. power and water also added to the woes of the Company. The only redeeming feature was that the Company was able to realize better selling prices for Titanium Dioxide

pigment resulting out of favourable global demand- supply scenario.

Product Production Sales (in Tonnes) (in Tonnes)

Anatase Grade 5,947.00 6,054.925

Titanium Dioxide (11,441.00) (11,776.025)

Ferrous Sulphate 14361.000 26219.990

Heptha-hydrate (29,697.000) (204,545.200)

The figures of Production and Sales are not directly comparable as the Company disposed off the Chemical Manufacturing Unit at Tuticorin to M/s. V. V. Mineral and M/s. V. V. Titanium Pigments Private Ltd. during the year. The slump sale of the Chemical Division was effected on 14th October, 2011, the Effective Date of the transaction in terms of Business Transfer Agreement executed for the purpose.

A gross Revenue turnover of Rs. 102.91 crores was achieved from operations during the period 1st April, 2011 to 14th October, 2011 as against Rs. 124.90 crores for the whole of previous year. Profit before Tax before considering Extraordinary Income arising from sale of the Chemical Division was higher at Rs. 10.98 crores vis-a-vis Rs. 7.09 crores in the previous year. Net Profit after Tax after considering the Extraordinary Income and the taxation incidence there-on was Rs. 24.04 crores for the year 2011-12.

PREFERENCE DIVIDEND

Your Directors recommend Dividend of 11% on the Cumulative Redeemable Preference Shares for the period from 1st April, 2011 to 31st March, 2012, amounting to Rs. 18.91 lacs. The entire balance of 11 % Cumulative Redeemable Preference Shares aggregating 2,74,000 shares of Rs. 100/- each were redeemed at par during the year.

EQUITY DIVIDEND

Your Directors are pleased to recommend a Dividend of 15% on the equity shares of Rs. 10/- each subject to the approval of the shareholders in the Annual General Meeting.

FUTURE OUTLOOK

After the sale of the Chemical Manufacturing plant in Tuticorin, the Company is left with the Wind Mill Division with an aggregate generation capacity of 4.00 MW. All the three Wind Turbine Generators are located in Tamil Nadu in satisfactory wind-tunnel locations and the Company has now got itself reclassified as a Merchant Producer of power (vis-&- vis Captive Producer) from TNEB.

The Company has the technology for production of Titanium Dioxide pigment developed and perfected over the last 17 years. To gainfully utilize the same as also the proceeds from the sale of the Chemical Division, the Company Management is actively working on plans to set up a greenfield project in Gujarat for production of both Anatase and Rutile Grades of Titanium Dioxide. The Company is currently in the process of tieing up the Term Financial Assistance for the project from various banks/ institutions. The gestation period for the project is estimated at 24 months.

CONSERVATION OF ENERGY

The required information with regard to energy conservation and technology absorption as required under Section 217(1) (e) of the Companies Act, 1956 is given in Annexure A attached to this report.

CORPORATE GOVERNANCE

Pursuant to the provisions contained in the Listing Agreement with Stock Exchanges, a Report on Corporate Governance together with the Auditors' Certificate on the compliance of the conditions of the Corporate Governance is annexed. The Management Discussion and Analysis Report has not been annexed since the Chemical Division which constituted over 95% of the Revenue turnover was disposed off during the year, as reported earlier in this report.

DIRECTORS RESPONSIBILITY STATEMENT

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

(1) That in the preparation of the Annual Accounts for the financial year ended 31 st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

(3) 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 safequarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(4) That the Directors have prepared the Annual Accounts on a going concern basis.

COST AUDITOR

The Board of Directors have appointed Shri. R. Subramanian, Cost Accountant, Tirunelveli, to audit the cost accounts of the Company related to manufacture of Titanium Dioxide for the financial year ended 31st March, 2012, in compliance with the Central Government directives in this regard.

DIRECTORS

Shri B. P. Jalan and Shri A. D. Nanaiya retire by rotation at this Annual General Meeting and being eligible, offer themselves for re-election.

AUDITORS

M/s. G. P. Kejriwal & Associates, Chartered Accountants, retire at the conclusion of this meeting and being eligible offer themselves for re-appointment.

PARTICULARS OF EMPLOYEES

Industrial relations in the Company continued to be cordial and satisfactory. A Statement pursuant to the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 is given in Annexure "B".

ACKNOWLEDGEMENT

Your Directors are grateful for the co-operation and continued guidance and support extended by IDBI Bank Ltd., State Bank of Travancore, Axis Bank Ltd., TamilNad Mercantile Bank Ltd. and the State Industries Promotion Corporation of TamilNadu Ltd. The Directors greatly appreciate the dedicated and sincere services rendered by the employees at all levels. Finally, the Directors express their gratitude to all the Shareholders for their support.

For and on behalf of the Board,

Place : Kolkata S. K. JALAN

Date : 12th July, 2012 Managing Director

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Mar 31, 2010

The Directors take pleasure in presenting the 20th Annual Report together with the Audited Accounts of the Company for the Financial Year ended 31 st March, 2010.

FINANCIAL HIGHLIGHTS

(Rs. in lacs)

2009-10 2008-09

Turnover (Gross) 11,154 11,082

Gross Profit (PBIDT) 1,622 952

Interest 492 420

Depreciation for the year 461 408

Profit Before Tax (PBT) 669 124

Provision for Income Tax 73 62

Provision for Deferred Tax 254 (131)

Net Profit After Tax (PAT) 342 193

Add : Surplus/(Loss) brought forward from previous year 1,523 1,474

Profit available for Appropriation 1,865 1,667

Transferred to General Reserve 50 50

Proposed Dividend 117 80

Dividend Tax 20 14

Balance carried forward to next year 1,678 1,523

OPERATIONS

After a difficult patch of two financial years, the Company was able to register a much improved performance during the year ended 31st March10. Both production and sales of Titanium Dioxide registered healthy growth of 14% & 16.17% respectively. The quantity of sales of Ferrous Sulphate Hepta-Hydrate also registered a growth of 8.36% over the previous year. About 21% of the Companys revenues came from exports. The Company was successful to maintain its export competitiveness and was successful to export both its products, Anatase Grade Titanium Dioxide & Ferrous Sulphate Hepta-Hydrate to US, Europe and other South East Asian markets and the export revenues aggregated Rs. 21.65 crores, which was an increase of about 35% over the previous year.

Product Production Sales (In Tonnes) (In Tonnes)

Anatase Grade Titanium Dioxide 12460.000 12438.550

(10928.000) (10706.593)

Ferrous Sulphate Hepta Hydrate 26330.000 25692.700

(21487.000) (23960.300)

Gross turnover of the Company improved marginally to Rs. 111.54 crores from Rs. 110.82 crores in the previous year due to pressure on selling prices consequent to increase in competition both from domestic and import sources. Profit Before Interest, Depreciation & Tax(PBIDT) registered a healthy growth of over 70% at Rs. 16.22 crores as against Rs. 9.52 crores in the previous year. Consequently Profit Before Tax (PBT) posted an increase of over 440% over the previous year. However, the net Profit After Tax (PAT) at Rs. 3.40 crores was higher by 77.2% only over the previous year due to high provision for Deferred Tax.

Your Directors are pleased to inform that during the year under review, the Company successfully installed and commissioned one more Wind Turbine Generator of 1.5 MW capacity within the State of Tamil Nadu. Besides energy conservation and tax saving, this investment will result in lower power costs in future.

PREFERENCE DIVIDEND

Your Directors recommend Dividend of 11 % on the Cumulative Redeemable Preference Shares for the period from 1st April, 2009 to 31st March, 2010 amounting to Rs. 43.03 lacs.

EQUITY DIVIDEND

Your Directors are pleased to recommend a Dividend of 10% on the equity shares of Rs.10/- each subject to the approval of the shareholders in the Annual General Meeting.

FUTURE OUTLOOK

The demand for Anatase Grade Titanium Dioxide which was impacted in the previous years due to the global melt down, started showing signs of recovery during the year. This recovery is likely to be sustained during the current year due to the ambitious growths projected by major consuming industries like paints, plastics, rubber, paper etc. The primary concern of the Company is in the area of containing the costs of major inputs like llmenite, Sulphuric Acid etc. which have been erratic and volatile in the recent few years.

Your Company is a low cost pigment producer and this will definitely help in being competitive and catering to the demand in export markets in future. The Company is working on various CAPEX plans primarily to achieve reduction in running costs, improving product quality and bench-marking manufacturing parameters with international standards. The Company also plans to add further value-added products in the coming years.

CONSERVATION OF ENERGY

The required information with regard to energy conservation and technology absorption as required under Section 217(i)(e) of the Companies Act is given in Annexure-A attached to this report.

CORPORATE GOVERNANCE

Pursuant to the provisions contained in the Listing Agreement with Stock Exchanges, a Management Discussion and Analysis Report and a Report on Corporate Governance together with the Auditors Certificate on the compliance of the conditions of the Corporate Governance are annexed.

DIRECTORS RESPONSIBILITY STATEMENT

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

(1) That in the preparation of the Annual Accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(2) 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 the profit of the Company for year under review;

(3) 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.;

(4) That the Directors have prepared the Annual Accounts on a going concern basis.

COST AUDITOR

The Board of Directors have appointed Shri R. Subramanian, Cost Accountant, Tirunelveli, to audit the cost accounts of the Company related to manufacture of Titanium Dioxide for the financial year ended 31st March, 2010, in compliance with the Central Government directives in this regard.

DIRECTORS

Mr. V. Vanchi and Mr. Anand Chatrath retire by rotation at this Annual General Meeting and being eligible, offer themselves for re-election.

AUDITORS

M/s.G. P. Kejriwal & Associates, Chartered Accountants, retire at the conclusion of this meeting and being eligible, offer themselves for re- appointment.

PARTICULARS OF EMPLOYEES

Industrial relations in the Company continued to be cordial and satisfactory. A Statement pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is given in Annexure "B".

ACKNOWLEDGEMENT

Your Directors are grateful for the co-operation and continued guidance and support extended by Industrial Development Bank of India Ltd., State Bank of Travancore, Axis Bank Ltd., TamilNad Mercantile Bank Ltd. and the State Industries Promotion Corporation of TamilNadu Ltd. The Directors greatly appreciate the dedicated and sincere services rendered by the employees at all levels. Finally, the Directors express their gratitude to all the Shareholders for their unstinted support.

For and on behalf of the Board,

Place : Kolkata . S. K. JALAN

Date : 6th August,2010 Managing Director