Directors Report of Pondy Oxides & Chemicals Ltd.

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting the 23^rd Annual Report on the Operations of your Company along with the Audited financial statements for the financial year ended March 31, 2018 together with Auditors’ Report thereon.

FINANCIAL HIGHLIGHTS

The Company’s financial performance for the year ended March 31, 2018 and the comparative figures for the previous year are summarized below:

(Rs. in Lakhs)

	For the year ended March 31, 2018	For the year ended March 31, 2017
Revenue from Operations (including Excise Duty*)	95,563.34	81,733.30
Other income	263.55	118.14
TOTALREVENUE	95,826.89	81,851.44
Profit Before Depreciation, Interest and Tax (PBDIT)	5,951.86	5,465.94
Depreciation and Interest	1,554.55	1,280.19
Profit Before Tax and Exceptional items	4,397.31	4,185.75
Exceptional items	-	263.07
PROFIT BEFORE TAX (PBT)	4,397.31	4,448.82
Tax	1,479.38	1,619.28
Profit for the year	2,917.93	2,829.54
Other comprehensive income	11.91	4.28
TOTAL COMPREHENSIVE INCOME	2,929.84	2,833.82

*According to the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, revenue for the year ended March 31, 2017 was reported inclusive of Excise Duty. Goods and Services Tax (“GST”) has been implemented with effect from July 1, 2017 which replaces the Excise Duty and other input taxes. This change has resulted in an increase in total revenue and total expenses for the year ended March 31, 2018 by Rs.1,588.15 Lakhs (Previous year Rs.5,839.21 Lakhs). As per Ind AS 18, Revenue for the year ended March 31, 2018 is reported net of GST.

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which this financial statement relates and the date of this report. There has been no change in the nature of business of the Company.

PERFORMANCE OVERVIEW

Your Company delivered outstanding performance during the year in the challenging economic environment. The highlights of the Company’s performance for the year ended March 31, 2018 are as under-

- The total net sales of the Company increased by 24% to Rs.93,975.19 lakhs (PY Net Sales: Rs.75,894.09 lakhs)

- Exports increased by 61% to Rs.44,250.24 lakhs for the year 2017-18 from Rs.27,408.37 lakhs in the previous year.

- PBDIT increased by 9% to Rs.5,951.86 lakhs. (PY Rs.5,465.94 lakhs)

- Profit Before Tax and Exceptional Items increased by 5% to Rs.4,397 lakhs (PY Rs.4,186 lakhs)

- Net profit before Exceptional items for the year increased by 14% to Rs.2,917.93 lakhs. (PY Rs.2, 566.47 lakhs)

DIVIDEND

Your Directors are pleased to recommend a Final Dividend of Rs. 3.00 (i.e. 30%) per equity share of Rs.10/- each for the financial year ended March 31, 2018. The Dividend, subject to the approval of the Shareholders at the Annual General Meeting to be held on September 22, 2018 will be paid to the members whose name appears in the Register of Members as on September 14, 2018

The total cash flow on account of dividend, including the Dividend Distribution Tax will be Rs.201. 00 lakhs. Further, the Company has transferred Rs.270.00 lakhs to the General Reserve.

UNPAID/ UNCLAIMED DIVIDEND

In accordance with the provisions of Section 125 of Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has transferred unpaid and unclaimed dividends amounting to Rs.1.56 Lakhs to the Investor Education and Protection Fund during the year.

EXTRACT OF ANNUAL RETURN

An extract of Annual Return pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 in the prescribed Form MGT 9 is provided as Annexure - I to this report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and Articles of Association of the Company, Mr. Anil Kumar Bansal retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. The Board of Directors on recommendation of Nomination and Remuneration Committee recommends his reappointment.

The term of office of Mr. Anilkumar Sachdev, as an Independent Director, expires on March 31, 2019. The Board of Directors, on recommendation of Nomination and Remuneration Committee has recommended re-appointment of Mr. Anilkumar Sachdev as an Independent Director of the Company for a second term of 5 (five) consecutive years on the expiry of his current term of office.

Mr. G. P. Venkateswaran, Independent Director, will be attaining the age of 75 years during the month of June, 2018. In view of recent amendment in the Listing Regulations, effective from April 1, 2019, the Company seeks modification in appointment of Mr. G.P. Venkateswaran for continuing his existing term of office as an Independent Director, after attaining 75 years of age.

Brief profiles of Mr. Anil Kumar Bansal, Mr. Anilkumar Sachdev and Mr. G. P. Venkateswaran along with the disclosures required pursuant to provisions of Listing Regulations and the Companies Act, 2013 are given in the Notice of the Annual General Meeting, forming part of the Annual Report.

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

The policy on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for key managerial personnel and other employees, is provided as Annexure- II

During the year, four (4) meetings of the Board of Directors were held. The particulars of the meetings held and attendance by each Director are detailed in the Corporate Governance Report, which forms a part of this report.

BOARD EVALUATION

As required under the Companies Act, 2013 and the Listing Regulations, an annual performance evaluation of the Board is undertaken where the Board formally assesses its own performance with an aim to improve the effectiveness of the Board and the Committees. The Company has devised a policy for performance evaluation of the Board, Committees and Directors which include criteria for performance evaluation of Non-executive and Executive Directors.

The Company carried out the evaluation process internally which included the evaluation of the Board as a whole, Board Committees and Peer evaluation of the Directors. The evaluation process focused on various aspects of the functioning of the Board and Committees such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues, etc. The report on performance evaluation of the Individual Directors was reviewed by the Chairman of the Board and feedback was given to Directors.

PARTICULARS OF REMUNERATION OF DIRECTORS AND EMPLOYEES

The details pertaining to remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided as Annexure - III to this Report.

In accordance with provisions of Rule 5(2) and Rule 5 (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement showing names and other particulars of the top ten employees is annexed to the Directors’ Report as Annexure- IV. There are no employees drawing remuneration in excess of the limits prescribed under Rule 5(2) and Rule 5 (3) of the said rules.

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

(A) Conservation of Energy

(i) Steps taken on conservation of energy:

Energy Conservation measures taken:

All efforts for saving energy are being pursued by your company and the major measures taken during the year are:

- The Company replaced belt drive with gear drive, which resulted in reduction in number of hours for each batch, thereby saving 30% of power consumption in refining process.

- The Company replaced the MS Melting Pot with Graphite Crucible that resulted in reduction in furnace oil consumption by 15% in the Zinc Melting Process.

(ii) Steps taken for utilizing alternate source of energy

The company is exploring the possibility of usage of Gas instead of Diesel as a fuel to substantially save the energy cost.

(iii) The capital investment on energy conservation equipments

The company has made sizeable investment in capital equipments mainly energy conservation equipment in its new Zinc Oxide Plant and in existing Smelting plants during the year.

(B) Technology absorption

The Company has not absorbed any new technology during the year under review. However, the Company continued to improve the quality of products through its normal research and development system and improved the quality of the product and reduced the cost of production.

(C) Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings-	(Rs. in Lakhs)
1. Export Earnings	44,250.24
Foreign Exchange Outgo-
1. Raw Materials	83,004.53
2. Capital Goods	38.66
3. Membership fee	2.92
4. Travelling	3.05
5. Commission	35.27

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arms’ length basis. All Related Party Transactions are placed before the Audit Committee for review and approval. The Audit Committee has provided omnibus approval for transactions which are of repetitive nature and/or entered in the Ordinary Course of business and are at Arm’s Length and periodically review the transactions on quarterly basis.

During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions and Listing Regulations.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board may be accessed on the Company’s website at: http://pocl.co.in/policies/Related-Party-Transaction.pdf

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS

The Company has not given any loans or provided guarantees or securities to any other body corporates as envisaged under Section 186 of the Companies Act, 2013 during the year 2017-18. The details of the investments made by the Company are given under the Note No. 7 forming part of the financial statements.

DEPOSITS

During the year, your Company did not accept any deposits under Chapter V of the Companies Act, 2013. The Company has however received loans from Directors and in accordance with the provisions of Rule 2(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, the details of the loan received is given under Note 51 of the Notes forming part of the financial statements.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company does not have any subsidiary or associate Company. The Company is also not a subsidiary of any other Company. As at March 31, 2018, the Company has not entered into any joint ventures.

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted Corporate Social Responsibility Committee with Mr. Anilkumar Sachdev as the Chairman of the Committee and Mr. Ashish Bansal and Dr. Shoba Ramakrishnan as Members of the Committee. The CSR policy of the Company is available on the Company’s website http://pocl.co.in/policies/CSR Policy.pdf As part of its initiatives under “Corporate Social Responsibility” (CSR), the company has contributed funds for the following schemes-

1. Provision of health care service by sponsoring the treatment of Poor and Underprivileged.

2. Empowering women by providing livelihood to the Widow and Single women who have been abandoned by the family.

3. Providing education.

Detailed Report on CSR activities in the prescribed format are attached in Annexure V.

AUDIT COMMITTEE AND VIGIL MECHANISM

The Company has constituted Audit Committee comprising of Three (3) Independent Directors namely, Mr. Anilkumar Sachdev, Mr. G.P.Venkateswaran and Dr. Shoba Ramakrishnan. During the year all the recommendations made by the Audit Committee were accepted by the Board.

POCL has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism.

The Vigil Mechanism is supervised by the Audit Committee and the whistle blower has direct access to the Chairman of the Audit Committee. The vigil mechanism and whistle blower policy is available on the Company’s website at http://pocl.co.in/policies/Whistle-Blower-Policy.pdf

RISK MANAGEMENT POLICY

The Board has adopted and implemented a suitable Risk Management Policy for the company which identifies therein different elements of risk which may threaten the existence of the company.

INTERNAL FINANCIAL CONTROLS

The Company has Internal Control Systems commensurate with the size, scale and complexity of its operations. The Board has devised systems, policies, procedures and frameworks for the internal control which includes adherence to company’s policy, safeguarding assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. In line with best practices, the Audit Committee and the Board reviews these internal control systems to ensure they remain effective and are achieving their intended purpose.

The Auditors of the Company have verified the internal financial control systems prevailing in the organization and confirmed the effectiveness of the same in their report during the year 2017-18.

AUDITORS AND AUDITORS’ REPORT

Statutory Auditors

M/s. L. Mukundan and Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company, for a term of 5 (five) consecutive years, at the 22^nd Annual General Meeting held on September 27, 2017. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Report given by the Auditors on the financial statement of the Company is part of this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. No fraud has been reported by the Auditors to the Audit Committee or the Board.

Cost Auditor

The Board has, on recommendation of Audit Committee, appointed M/s. Vivekanandan Unni & Associates, Cost Accountants (having Firm Registration No: 00085) as Cost Auditor of the Company to audit the cost records for the financial year 2017-18 at a remuneration of '' 30,000 (plus applicable taxes and reimbursement of out of pocket expenses, if any).

Secretarial Audit

The Board had appointed KSM Associates, Practising Company Secretaries, to conduct Secretarial Audit for the FY 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure VI to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

RECLASSIFICATION OF PROMOTERS

During the year, the BSE Limited approved the reclassification of Promoters under the provisions of Regulation 31A of the Listing Regulations. Accordingly, Mr. Sagar Bansal, Mr. Harsh Bansal, Ms. Vandana Bansal, Mr. Sunil Kumar Bansal, Mr. Devakar Bansal, Ms. Neelam Bansal, Mr. Padam C Bansal and Ardee Industries Private Limited, holding together 2,67,599 equity shares representing 4.80% of the shareholding were reclassified as Public vide the Exchange order dated October 9, 2017, as they were not taking part in the management of the Company. Mr. Ashish Bansal, Mr. Anil Kumar Bansal, Ms. Manju Bansal, Mr. R.P.Bansal, Ms. Saroj Bansal, Mr. Pawankumar Bansal, Ms. Charu Bansal and Ms. Megha Choudhari continue to be the promoters of the Company.

The decrease in promoter’s shareholding and subsequent increase in the public shareholding during the quarter ended September 30, 2017 vs December 31, 2017 was only due to reclassification of promoters and not due to any Exit of Promoters by way of sale or otherwise from the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(3) of the Listing Regulations, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the SEBI. The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

DISCLOSURE UNDER THE SEXUAL HARASSMENT AT WORK PLACE

The Company has in place an Anti Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘POSH Act’). Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees of the Company are covered under this policy.

During the year, there were no complaints received pursuant to the provisions of the POSH Act.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 134 of the Companies Act, 2013, with respect to Directors’ responsibility statement it is hereby confirmed that:

1. in the preparation of the annual accounts applicable accounting standards has been followed and there is no material departure from the same;

2. the Directors 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 i.e., March 31, 2018 and of the profit of the Company for that period;

3. 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 Company’s assets and for preventing and detecting fraud and other irregularities;

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

5. 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

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

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their sincere appreciation for the continued trust and confidence reposed in the Company by the bankers, business associates, regulatory authorities, customers, dealers, vendors and shareholders. Your Directors recognize and appreciate the services rendered by the officers, staff and employees of the Company at all levels for their dedicated efforts to improve the performance of the Company.

For and on behalf of the Board of Directors

Pondy Oxides and Chemicals Limited

Anil Kumar Bansal Ashish Bansal

Date : 24.05.2018 Chairman Managing Director

Place : Chennai DIN: 00232223 DIN: 01543967

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Mar 31, 2016

Dear Shareholders,

The Directors have pleasure in presenting the 21^st Annual Report on your business and operation together with the Audited Financial Statements for the year ended March 31, 2016.

FINANCIAL HIGHLIGHTS

The Company’s financial performance for the year ended March 31, 2016 is summarized below:

PARAMETERS	2015-16 Rs. in Lacs	2014-15 Rs. in Lacs
Operational Income	46,467.46	37,296.10
Other Income	108.05	207.26
EBIDAT	2,746.59	1,908.73
Interest and Financial Charges	757.60	698.62
Depreciation & Amortization	388.59	239.56
Profit before taxation	1,600.40	970.55
Provision for taxes including deferred tax	587.67	299.52
Net Profit for the year	1,012.73	671.03

PERFORMANCE OVERVIEW

The highlights of the Company’s performance are as under:

- The Company achieved highest turnover and profit for the financial year 2015-16 from the date of inception of the company.

- The adjusted revenue from Smelter Division - I of the company increased from Rs. 36,227 Lacs to Rs. 43,389 Lacs showing a growth of 20% in turnover over the previous year.

- Profit before tax (PBT) for the year was Rs. 1,600.40 Lacs against Rs. 970.55 Lacs for the previous year and Profit after tax (PAT) for the year was Rs. 1,012.73 Lacs against Rs. 671.03 Lacs for the previous year.

- Profit after tax has registered an impressive growth of 51%

MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes affecting the financial position of the Company subsequent to the end of the financial year of the Company till the date of this report.

PARTICULARS OF SUBSIDIARY COMPANY, ASSOCIATE COMPANY AND JOINT VENTURE COMPANY

The Company is neither a holding company of any other company nor it is a subsidiary of any other company as on March 31, 2016.

The Company has no Associate Company nor does it have any Joint Venture Company as on March 31, 2016.

DIVIDEND

Your Directors have recommended a dividend of Rs.2/- per equity share [i.e. 20%] for the financial year 2015-16. The dividend payout is subject to the approval of the shareholders at the ensuing Annual General Meeting.

The total cash flow on account of dividend including distribution tax thereon will be Rs. 139.09 Lacs.

TRANSFER TO RESERVES

During the year under review your Company transferred Rs.60.00 Lacs to General Reserves from the current year profit.

BOARD MEETINGS

During the year, five meetings of the Board of Directors were held. The details of the meetings are furnished in the Corporate Governance Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors

During the year under review, shareholders reappointed Mr. Anil Kumar Bansal as Chairman and Whole time Director, Mr. Ashish Bansal as Managing Director and Mr. R. P. Bansal as Whole Time Director for a further period of three years upto March 2018.

During the year, the Board of Directors appointed Mr. G. P. Venkateswaran as Independent Director of the Board of Company with effect from November 12, 2015. The company has received declaration from Independent Director confirming that he meets the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year, Dr. Padam C Bansal and Mr. P. N. Sridharan, resigned from the Board of Directors of the Company with effect from April 6, 2015 and February 5, 2016 respectively due to pre-occupation in other activities. The Board places on record the valuable contribution made by the above Directors during their tenure as Director of the Company.

As per the provisions of Section 152 of the Companies Act, 2013, Mr.R.P Bansal is liable to retire by rotation and has offered himself for re-appointment. The Board recommends his re-appointment.

The other Directors on the Board are Mr. Anil Kumar Sachdev and Dr. Shoba Ramakrishnan who are independent directors.

Independent Directors provide their declaration both at the time of appointment and annually confirming that they meet the criteria of independence as prescribed under Companies Act, 2013 and SEBI Listing Regulations.

Key Managerial Personnel

Pursuant to provisions of Section 203 of the Act Mr. Anil Kumar Bansal, Chairman, Mr. Ashish Bansal, Managing Director and Mr. R. P. Bansal, Whole Time Director, Mr. K. Kumaravel, Company Secretary and Mr. L. Krishnamoorthy, Chief Financial Officer are the Key Managerial Personnel of the Company.

BOARD COMMITTEES

In compliance to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, the Company has constituted various Committees of the Board. The details on Composition of the Committee, Attendance of the Directors at the Committee Meeting and terms of reference of the Committee has been provided in the Corporate Governance Report forming part of this Annual Report.

Details of the constitution of these Committees, which are in accordance with regulatory requirements, have been also uploaded on the website of the Company www.pocl.co.in

RECOMMENDATION OF AUDIT COMMITTEE

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

AUDITORS Statutory Auditors

As per the provisions of Section 139 of the Companies Act, 2013, the Members of the Company in the previous Annual General Meeting had appointed M/s. Jeeravla & Co., Chartered Accountants as the Statutory Auditors of Company for a period of two years subject to ratification of the appointment by the shareholders of the Company.

They have confirmed their eligibility and willingness to accept office, if re-appointed.

The Board recommends the ratification of appointment of M/s. Jeeravla & Co., Chartered Accountants as Statutory Auditors of the Company to hold office till the conclusion of the 22^nd Annual General Meeting of the Company. The members are requested to authorize the Board of Directors to fix their remuneration.

The report of the Statutory Auditors along with annexure to the report is enclosed.

During the period under review, there are no audit qualifications or adverse remark in financial statements.

Cost Auditors

The Board of Directors at their meeting held on July 27, 2015 has appointed M/s. Vivekanandan Unni & Associates, Cost Accountants (having Firm Registration No: 00085) as Cost Auditor of the Company to audit the cost records for the financial year 2015-16.

The Board had approved remuneration of Rs. 30,000/- (Rupees Thirty Thousand Only) in addition to service tax and out of pocket expenses. As per the provisions of Section 148 of the Companies Act, 2013, the remuneration of the Cost Auditor is required to be ratified by the shareholders of the Company. The Board recommends for ratification of remuneration of M/s.Vivekanandan Unni & Associates to the Members of the Company.

In respect of the cost audit for the year 2014-15, the Cost Audit Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditors

Pursuant to provisions under Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed M/s. KSM Associates, Practicing Company Secretaries to undertake Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report is annexed to and forms part I of this report as Annexure I.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks on the Compliance and Corporate Governance of the Company.

FRAUD REPORTED BY AUDITORS

The Auditors have not reported any fraud under Section 143(12).

EXTRACT OF ANNUAL RETURN

An extract of Annual Return pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 in the prescribed Form MGT- 9 is annexed herewith as Annexure II to this report.

PARTICULARS OF REMUNERATION OF DIRECTORS AND EMPLOYEES U/S 197(12) OF THE COMPANIES ACT, 2013

Details pertaining to remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided as Annexure III to this Report.

PARTICULARS OF LOANS, INVESTMENT, GUARANTEE AND SECURITY U/S 186(4) OF THE COMPANIES ACT, 2013

During the year under review, the Company has not made, given or provided any loans/investment/guarantee/ security to any person or body corporate as specified under Section 186 of the Companies Act, 2013.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. The particulars of transactions entered with related parties as referred to in Section 188(1) of the Companies Act, 2013 are provided in AOC-2 which is given in Annexure IV to this Report.

The Policy on related party transactions as approved by the Board may be accessed on the Company’s website at the link http://pocl.co.in/policies/Related-Party-Transaction.pdf

Your Directors draw attention of the members to Note No. 33 to the financial statements, which sets out related party disclosures.

REMUNERATION POLICY OF THE COMPANY

The Remuneration Policy of the Company comprising of appointment and remuneration of the Directors, Key Managerial Personnel and Senior Management Personnel of the Company including the criteria for determining qualifications, positive attributes, independence of Director and other related matters may be accessed on the Company’s website at the link http://pocl.co.in/policies/Nomination-and-Remuneration-Policy.pdf

CORPORATE SOCIAL RESPONSIBILITY

This year in compliance with Section 135 of the Companies Act, 2013, on Corporate Social Responsibility the Company formed the CSR Committee and framed the policy. The Policy is available on Company’s web-site http://pocl.co.in/policies/CSR Policy.pdf. The initiatives undertaken by the Company on CSR activities during the year and reason for not spending the amount on Corporate Social Responsibility during the year 2015-16 are as follows:

Based on the mandatory requirement to spend the money on CSR activities as per the audited accounts for the year 2014-15, the Company formed the CSR Committee and adopted the CSR Policy in its meeting held on November 12, 2015. Subsequently based on the policy approved by the committee, the company was in the process of identifying programmes / projects and found difficult to identify the implementing agency before the end of the financial year 2015-16.

Further, the amount to be spent is only Rs.12.00 lacs for 2015-16 and projects referred to the committee were for the higher amount, the Company was not able to spend the money before March 31, 2016. Company will take steps to spend the money in the financial year 2016-17

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT

Details of internal financial control and its adequacy are included in the Management Discussion and Analysis Report, which forms part of this Report.

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

(i) Conservation of Energy Steps taken on conservation of energy:

POCL understands the significance of conservation of energy not only as a method of cost reduction but also because of its global impact. The Company has taken following steps for conserving the energy:

- The modification of refining Pot Motor stirrer resulted in reducing the HP from 30 to 25 and has also resulted in the saving of Rs.3.75 Lacs

- EOT crane variable frequency drive fitted for long travel resulted in energy efficiency of 5%.

- VFD introduced in centrifuging system and flaker machine resulted in savings of 10% in power and increase in production by 15%

Steps taken for utilizing alternate source of energy and capital investment made

The Company strives to use alternative energy sources in all its locations.

(ii) Research and Development and Technology absorption

During the year under review, the Company continued to improve the quality of products through its normal research and development system. The Company has not acquired any imported or indigenous technology. No expenditure was incurred on Research and Development.

(iii) Foreign Exchange Earnings and Outgo

(a) Foreign Exchange Earnings - Rs. 13,674.05 Lacs

(b) Foreign Exchange Outgo - Rs. 38,565.89 Lacs

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

As at March 31, 2016, Dividend amounting to Rs. 10.83 Lacs has not been claimed by shareholders. The Company has been intimating the shareholders to lodge their claim for dividend from time to time.

As per the provisions of Section 205A(5) and 205C of the Companies Act, 1956 (Section 124 and 125 of the Act) or as amended or re-enacted, dividends which remained unpaid or unclaimed for a period of 7 years from the date of transfer to the unpaid dividend account are required to be credited to IEPF.

Accordingly, unclaimed dividend amount of Rs 1.70 Lacs in respect of the financial year 2007-08 was transferred to IEPF during the year.

Further, unclaimed dividend amounting to Rs. 0.75 Lacs in respect of the financial year 2008-09 is due for transfer to IEPF on September 21, 2016.

In terms of Section 205C of the Companies Act, 1956, no claim would lie against the Company or the said fund after the said transfer.

Pursuant to the provisions of Investor Education and Protection Fund (uploading of information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012 the company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on March 31, 2016 on its website (www.pocl.co.in).

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

The Company has observed that some physical certificates issued pursuant to the Demerger of the Company have returned undelivered to the Company. Attention of the members holding the Company’s shares in physical form is invited to check and tally their holding with the certificates in their possession and revert in case of any discrepancy in holdings. In case there is no response after three reminders, the unclaimed shares shall be transferred to one folio in the name of “Unclaimed Suspense Account” and the voting rights on such shares shall remain frozen until the rightful owner claims the shares. The details of such returned certificates are available on the website of the Company (www.pocl.co.in).

CORPORATE GOVERNANCE

The report on corporate governance for the year ended March 31, 2016 pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto and forms an integral part of this report. The Certificate from the auditor regarding the compliance of conditions of corporate governance is attached to the report on corporate governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (3) read with Schedule IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015., is presented in a separate section forming part of the Annual Report.

BOARD EVALUATION

As required under the provisions of Section 134(3)(p) of the Companies Act, 2013, the Board has carried out a formal annual evaluation of its own performance, and that of its committees and individual directors. The manner in which such performance evaluation was carried out is as under:

The performance evaluation framework is in the form of questionnaires. The questionnaire is set such that it reviews the effectiveness and efficiency of the Board/Committee/Individual Directors. The questionnaires are circulated to all the directors to seek their response on the evaluation. The evaluation framework provides for performance parameters and possible paths for improvements.

DEPOSITS

The Company has not invited/accepted deposits from public during the year under review. The details of loans received from individual Directors of the Company are disclosed in related party transaction in Note No. 33 to financial statements.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, there is no significant and material orders passed by the regulators or courts.

DIRECTORS’ RESPONSIBILITY STATEMENT Your Directors confirm:

a) that in the preparation of the Annual Accounts the applicable Accounting Standards have been followed along with proper explanation in relation to material departures.

b) that they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the profit of the Company for that year.

c) that they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) that they have prepared the Annual Accounts on a going concern basis.

e) that they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were generally operating effectively¹; and

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

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

The Company has in place an Anti Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, there were no complaints received pursuant to the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their sincere appreciation for the continued trust and confidence reposed in the Company by the bankers, business associates, regulatory authorities, customers, vendors and shareholders. Your Directors recognize and appreciate the services rendered by the officers, staff and employees of the Company at all levels for their dedicated efforts to improve the performance of the Company.

CAUTIONARY STATEMENT

Certain statements in the Board’s Report describing the Company’s operations, objectives, projects and expectations regarding future performance may constitute ‘forward looking statements’ within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed/implied, depending on the economic conditions, Government policies and other incidental factors and developments.

For and on behalf of the Board of Directors

Place : Chennai Ashish Bansal Anil Kumar Bansal

Date : May 26, 2016 Managing Director Chairman

DIN:01543967 DIN:00232223

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Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting the 20th Annual Report on your business and operation together with the Audited Accounts for the year ended March 31,2015.

FINANCIAL HIGHLIGHTS

The Company's financial performance for the year ended March 31,2015 is summarized below:

PARAMETERS 2014-15* 2013-14 Rs. in Lakhs Rs. in Lakhs

Operational Income 37,296.09 44,824.36

Other Income 207.24 135.59

EBIDAT 1,908.71 1479.63

Interest and Financial Charges 698.60 832.02

Depreciation & Amortization 239.56 224.55

Profit before taxation 970.55 423.06

Provision for taxes including deferred tax 299.52 141.71

Net Profit for the year 671.03 281.35

*The Financial Statements of the Company for the year ended March 31, 2015 do not include the Operations of four demerged undertakings and therefore the current year financials are strictly not comparable with the previous year financials.

DEMERGER OF THE COMPANY DURING THE YEAR

The Scheme of Arrangement (Demerger) ("the Scheme") between M/s. Pondy Oxides and Chemicals Limited ("Demerged Company") and M/s. POCL Enterprises Limited ("Resulting Company") which inter alia, envisaged for the Demerger of Metallic Oxides Division, Plastic Additives Division, Zinc Refining Division and Lead Alloying & Refining Divisions of M/s. Pondy Oxides and Chemicals Limited into the M/s. POCL Enterprises Ltd., was approved by the Board of Directors in their meeting held on March 20, 2014.

The Scheme received the sanction of the Hon'ble High Court of Judicature at Madras vide its Order dated December 4, 2014 which was received by the Company on December 19, 2014 and the Scheme came into effect from December 22, 2014. Subsequent thereto, the transfer of four demerged undertakings of Demerged Company into the Resulting Company with effect from the Appointed Date, April 1,2013 has been completed.

The Board of Directors thank the Management team and Associates for the seamless completion of the Demerger.

SHARE CAPITAL AND ALLOTMENT OF SHARES ON ACCOUNT OF DEMERGER

Prior to the Demerger, M/s. POCL Enterprises Limited ("PEL") was a wholly owned subsidiary of M/s. Pondy Oxides and Chemicals Limited ("POCL"). Pursuant to Scheme of Demerger, the investments of Rs.78.14 lakhs held by the Company in M/s. POCL Enterprises Ltd., as share capital were reduced and cancelled. Consequently the M/s. POCL Enterprises Ltd., ceases to be a wholly owned subsidiary of the Company.

In consideration to the Demerger of four divisions of the Company into M/s. POCL Enterprises Ltd., each member of the Company, whose name stood recorded in the Register of Members as on January 9, 2015 (Record Date) against the original holding of 2 (two) Equity Shares, has received 1 (one) Equity Share of Rs. 10/- each in M/s. POCL Enterprises Ltd., allotted in the ratio of 0.5:1. In consideration of this, 1 (one) equity share held in the Company stands cancelled. Hence, each member holds 1 (one) equity share in the Company and 1 (one) equity share in M/s. POCL Enterprises Ltd., against the original holding of 2 (two) shares. Consequently the Share Capital of the Company reduced from Rs.1,115.20 Lakhs to Rs.557.60 Lakhs.

RESERVES

On account of Demerger, the following reserves relating to four Demerged Undertakings have been transferred to M/s. POCL Enterprises Ltd., from the reserves and surplus of the Company as under:

1. Securities Premium Account - Rs. 85.21 Lakhs

2. General Reserve - Rs. 14.08 Lakhs

3. Surplus (Deficit) in Profit & Loss Account - Rs. 505.88 Lakhs

The Company further transferred Rs.60.00 lakhs to General Reserve during the year from the current years profit.

PERFORMANCE OVERVIEW

The highlights of the Company's performance are as under:

- The Company continued its record of clocking highest ever turnover and profit for Financial Year 2014-15.

- The adjusted revenue from Smelter Division of the Company increased from Rs. 29,086 Lakhs to Rs. 36,227 Lakhs showing a growth of 25 % increase in turnover over the previous year.

- Profit before tax (PBT) and Profit after tax (PAT) for the year was Rs. 970.55 Lakhs and Rs. 671.03 Lakhs against Rs. 423.06 Lakhs and Rs. 281.35 Lakhs of the previous Financial Year respectively.

- Profit after tax has registered an impressive growth of 138%

In view of the Demerger, the current year performance is not comparable with the previous year's performance and the above highlights are adjusted equivalent to the units retained.

PARTICULARS OF SUBSIDIARY COMPANY, ASSOCIATE COMPANY AND JOINT VENTURE COMPANY

The Company is neither a holding company of any other company nor it is a subsidiary of any other company as at March 31,2015.

The Company has no Associate Company nor it has any Joint Venture Company as on March 31,2015. DIVIDEND

Your Directors have recommended a dividend of Rs. 2 [i.e. 20%] per equity share for the financial year 2014-15. The dividend payout is subject to the approval of the shareholders at the ensuing Annual General Meeting. The total cash flow on account of dividend including distribution tax thereon will be Rs. 134.22 Lakhs.

BOARD MEETINGS

During the year, nine meetings of the Board of Directors were held. The details of the meetings are furnished in the Corporate Governance Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

On expiration of tenure, during the year under review, the Board has reappointed Mr. Anil Kumar Bansal as Managing Director, Mr. R. P. Bansal and Mr. Ashish Bansal as Whole Time Directors for a further period of three years with effect from April 1,2015. Subsequently, Mr. Anil Kumar Bansal was redesignated as Whole Time Director/Chairman of the Company and Mr. Ashish Bansal as Managing Director of the Company with effect from June 1,2015. Resolutions seeking approval of the shareholders for the said appointments and respective remunerations are being placed before the forthcoming Annual General Meeting for approval of the shareholders in accordance with the applicable provisions of the Companies Act, 2013.

In compliance with the provisions of the Companies Act, 2013 and Listing Agreement, the Board of Directors appointed Dr. Shoba Ramakrishnan as Independent Woman Director on the Board of the Company with effect from April 1,2015. The Board recommends for the appointment of Dr. Shoba Ramakrishnan as Independent Director of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement.

During the year, Mr. Sunil Kumar Bansal, Mr. Devakar Bansal, Mr. Y.V.Raman resigned from the Board of the Company with effect from December 24, 2014. Subsequently, Mr. Harish Kumar Lohia and Mr.D.P.Venkataraman resigned from the Board of the Company with effect from March 31,2015. Dr. Padam C Bansal ceased to be on the Board with effect from April 6, 2015. The Board places on record the valuable contribution made by the above Directors during their tenure as Directors of the Company.

Key Managerial Personnel

Pursuant to provisions of Section 203 of the Act Mr. Anil Kumar Bansal, Mr. R. P. Bansal, Mr. Ashish Bansal Managing Director / Whole Time Directors and Mr. K. Kumaravel, Company Secretary are the Key Managerial Personnel of the Company.

Mr. Aashish Kumar K Jain appointed with effect from May 28, 2014 had resigned as Chief Financial Officer of the Company with effect from December 24, 2014 and the Company appointed Mr. L. Krishnamoorthy as Chief Financial Officer of the Company with effect from May 27, 2015.

BOARD COMMITTEES

In compliance to the provisions of Companies Act, 2013 and the Listing Agreement, the Company has constituted various Committees of the Board. The details on Composition of the Committee, Attendance of the Directors at the Committee Meeting and terms of reference of the Committee has been provided in the Corporate Governance Report.

RECOMMENDATION OF AUDIT COMMITTEE

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with Clause 49 of the Listing Agreement, the Board has adopted a policy on familiarisation programme for Independent Directors of the Company. The policy will enable the Independent Directors to understand their role, rights and responsibility in the Company. The Policy on Familiarisation Programme as approved by the Board may be accessed on the Company's website at the link: http://www.pocl.in/pdf/ policyonfamiliarisationprogramme.pdf

AUDITORS

Statutory Auditors

As per the provisions of Section 139 of the Companies Act, 2013, the Members of the Company in the previous Annual General Meeting had appointed M/s. Jeeravla & Co., Chartered Accountants as the Statutory Auditors of Company for a period of one year and retire at the conclusion of this ensuing Annual General Meeting. They have expressed their willingness to accept office, if reappointed.

Further, the company has received confirmation from them that their re-appointment if made, would be within the prescribed limit as provided under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment within the meaning of Section 141 of the said Act.

Your Directors recommended re-appointment of M/s. Jeeravla & Co., Chartered Accountants, Chennai as the Statutory Auditors of the Company for the year 2015-16 and 2016-17, subject to ratification by members at every Annual General Meeting and request the members to authorize the Board of Directors to fix their remuneration.

During the period under review, there are no audit qualifications or adverse remark in financial statements. Cost Auditor

The Board of Directors at their meeting held on September 12, 2014 has appointed M/s. Vivekanandan Unni & Associates, Cost Accountants (having Firm Registration No: 00085) as Cost Auditor of the Company to audit the cost records for the financial year 2014-15.

The Board had approved remuneration of Rs. 30,000/- (Rupees Thirty Thousand Only) in addition to service tax and out of pocket expenses. As per the provisions of Section 148 of the Companies Act, 2013, the remuneration of the Cost Auditor is required to be ratified by the shareholders of the Company. The Board recommends for ratification of remuneration of M/s. Vivekanandan Unni & Associates to the Members of the Company.

Secretarial Audit

The Board of Directors at their meeting held on May 28, 2014 has appointed M/s. KSM Associates, Practicing Company Secretaries, as the Secretarial Auditors of the Company for conducting the Secretarial Audit for the financial year 2014-15.

The report of the Secretarial Audit is annexed to and forms part of this Report (Annexure I) The Secretarial Audit Report dated May 27, 2015 pursuant to the Companies Act, 2013 gives an observation. In this regard, the Board of the Company explains that in view of the on-going restructuring of the Company vide Scheme of Arrangement and the Petition for the same being pending with the Honourable High Court of Madras, there was a delay in making the necessary alteration in the Board of the Company. The Company had immediately made necessary changes in the composition of directors, as soon as the said High Court disposed-off the Petition by passing its Order dated December 4, 2014. The Company hence, is in compliance with the requirements.

EXTRACT OF ANNUAL RETURN

An extract of Annual Return pursuant to section 134 (3) (a) and section 92 (3) of the Companies Act 2013 in the prescribed Form MGT-9 is annexed herewith as Annexure II to this Report.

PARTICULARS OF REMUNERATION OF DIRECTORS AND EMPLOYEES U/S 197(12) OF THE COMPANIES ACT, 2013

Details pertaining to remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided as Annexure III to this Report.

PARTICULARS OF LOANS, INVESTMENT, GUARANTEE AND SECURITY U/S 186(4) OF THE COMPANIES ACT, 2013

During the year under review, the Company has not made, given or provided any loans/investment/guarantee/ security to any person or body corporate.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. The particulars of transactions entered with related parties as referred to in Section 188(1) of the Companies Act, 2013 are provided in AOC-2 which is given in Annexure IV to this Report.

The Policy on related party transactions as approved by the Board may be accessed on the Company's website at the link: http://www.pocl.in/pdf/policvonrelatedpartytransactions.pdf

Your Directors draw attention of the members to Note No. 33 to the financial statements which sets out related party disclosures.

REMUNERATION POLICY OF THE COMPANY

The Remuneration Policy of the Company comprising of appointment and remuneration of the Directors, Key Managerial Personnel and Senior Management Personnel of the Company including the criteria for determining qualifications, positive attributes, independence of Director and other related matters has been provided as Annexure V to this Report.

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

(i) Conservation of Energy

Steps taken on conservation of energy:

POCL understands the significance of conservation of energy not only as a method of cost reduction but also because of its global impact. The Company has taken following steps for conserving the energy:

- Introduced variable frequency drive for all higher power consuming equipments to reduce initial load and reduced the consumption by 3.2 Lakh units resulting in a saving of Rs. 19.20 Lakhs.

- Diesel burner nozzles degree changed to increase the heat efficiency in refining pot resulted in saving of an average of 5 litres of Diesel per day.

- Change in Insulation material in furnaces to much advanced specifications resulted in minimizing heat loss thus effectively reduced the process time with direct impact on power, fuel saving and increase in throughput.

Steps taken for utilizing alternate source of energy and capital investment made

The all existing unit is already having High Tension Transformer in its plants and continuously utilizing the alternate source of energy in all its location.

The Capital Investment on Energy Conservation Equipments

During the year, the company installed High Tension Transformer in its new plant located at Andhra Pradesh towards additional capital investment for its expansion activity.

(ii) Research and Development and Technology absorption

During the year under review, the Company continued to improve the quality of products through its normal research and development system. The Company has not acquired any imported or indigenous technology. No expenditure was incurred on Research and Development.

(iii) Foreign Exchange Earnings and Outgo

(a) Foreign Exchange Earnings - Rs. 12,195.02 Lakhs

(b) Foreign Exchange Outgo - Rs. 28,730.32 Lakhs TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

As at March 31,2015, Dividend amounting to Rs. 10.96 Lakhs has not been claimed by shareholders. The Company has been intimating the shareholders to lodge their claim for dividend from time to time.

As per the provisions of Section 205A(5) and 205C of the Companies Act, 1956 dividends which remained unpaid or unclaimed for a period of 7 years from the date of transfer to the unpaid dividend account are required to be credited to IEPF.

Accordingly, unclaimed dividend amount of Rs 1.04 Lakhs in respect of the financial year 2006-07 was transferred to IEPF during the year.

Further, Unclaimed dividend amounting to Rs. 1.70 Lakhs in respect of the financial year 2007-08 is due for transfer to IEPF on September 24, 2015.

In terms of Section 205C of the Companies Act, 1956, no claim would lie against the Company or the said fund after the said transfer.

Pursuant to the provisions of Investor Education and Protection Fund (uploading of information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012 the company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on March 31,2015 on its website (www.pocl.co.in).

CORPORATE GOVERNANCE

Your Company aims at achieving transparency, accountability, equity and ethics in all facets of its operations without compromising on compliances with laws and regulations framed by SEBI in this regard. The Company is committed to maintain the highest standard of Corporate Governance.

The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. Your Company has complied with the norms of the Listing Agreement, during the financial year. Auditor's Certificate confirming compliance with the conditions of Corporate Governance is attached and form part of the Corporate Governance Report.

CEO/CFO CERTIFICATE

The Managing Director and the Chief Financial Officer have submitted a certificate to the Board on the financial statements and other matters as required under Clause 49 (IX) of the Listing Agreement.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement, is presented in a separate section forming part of the Annual Report.

RISK MANAGEMENT

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in overseeing that all the risks which the organization faces have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

The Risk Management Policy as approved by the Board may be accessed on the Company's website at the link: http://www.pocl.in/pdf/riskmanagementpolicy.pdf

BOARD EVALUATION

As required under the provisions of Section 134(3)(p) of the Companies Act, 2013, the Board has carried out a formal annual evaluation of its own performance, and that of its committees and individual directors. The manner in which such performance evaluation was carried out is as under:

The performance evaluation framework is in the form of questionnaires. The questionnaire is set such that it reviews the effectiveness and efficiency of the Board/Committee/Individual Directors. The questionnaires are circulated to all the directors to seek their response on the evaluation. The evaluation framework provides for performance parameters and possible paths for improvements.

WHISLE BLOWER POLICY / VIGIL MECHANISM

The Company has established a mechanism for Directors and employees to report their concerns relating to the fraud, malpractice or any other activity or event which is against the interest of the Company. The details of the Mechanism and Policy are explained in the Corporate Governance Report.

DEPOSITS

The Company has not invited/accepted deposits from public during the year under review. However, certain deposits continued by the Company from the previous year has been repaid by the Company and there is no amount outstanding at the end of the year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, the Hon'ble High Court of Judicature at Madras sanctioned the Scheme of Arrangement (Demerger) vide its Order dated December 4, 2014 for the Demerger of four units of the Company with M/s. POCL Enterprises Ltd.

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 to the Act, have been followed and there are no material departures from the same;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2015 and of the profit and loss of the Company for that period;

c) the directors had 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 had prepared the annual accounts on a 'going concern' basis;

e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

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

The Company has in place an Anti Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, no complaints were received pursuant to the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their sincere appreciation for the continued trust and confidence reposed in the Company by the bankers, business associates, regulatory authorities, customers, dealers, vendors and shareholders. Your Directors recognize and appreciate the services rendered by the officers, staff and employees of the Company at all levels for their dedicated efforts to improve the performance of the Company.

CAUTIONARY STATEMENT

Certain statements in the Board's Report describing the Company's operations, objectives, projects and expectations regarding future performance may constitute 'forward looking statements' within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed/implied, depending on the economic conditions, Government policies and other incidental factors and developments.

On behalf of the Board of Directors For Pondy Oxides and Chemicals Limited

Place : Chennai Ashish Bansal Anil Kumar Bansal

Date : July 27, 2015 Managing Director Chairman

DIN:01543967 DIN: 00232223

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Mar 31, 2014

Dear Shareowners,

The Directors have pleasure in presenting Nineteenth Annual Report together with the Audited Balance Sheet and Statement of Profit and Loss for the financial year ended March 31,2014.

FINANCIAL RESULTS Rs. in Lakhs

PARTICULARS 2013-14 2012-13

Operational Income 44824.36 34242.64

Other Income 135.59 375.12

EBIDAT 1479.64 1339.33

Interest and Financial Charges 832.02 763.55

Depreciation & amortization 224.55 232.90

Profit before taxation 423.07 342.88

Exceptional Item — 60.85

Provision for taxes 141.71 127.67

Net Profit for the year 281.36 276.06

Appropriations

General Reserve 15.00 15.00

Proposed Dividend on equity shares 111.52 111.52

Tax on proposed dividend 18.09 18.09

Surplus carried forward to next year 136.75 131.45

DIVIDEND

Your Directors has recommended a dividend of Re. 1 [10%] per equity share of Rs.10/- each for the financial year 2013-14. The payment of dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting. The total cash flow on account of this dividend including dividend distribution tax thereon will be Rs. 129.61 Lakhs. The dividend will be tax free in the hands of the shareholders.

PERFORMANCE REVIEW

The highlights of the Company''s performance are as under:

- Revenue from Operations of the Company increased from Rs. 34242.64 Lakhs to Rs.44824.36 Lakhs thereby showing a growth of 31%

- Exports of the Company increased from Rs. 14061.14 Lakhs to Rs. 21366.00 Lakhs showing an increase of 52% over the previous year and reflects that products of the company are considered favorably in the international market

- Profit before exceptional and extra-ordinary items for the year was Rs. 423.07 Lakhs against Rs. 342.88 Lakhs showing an increase of 23% over the previous year though profit after tax of the company remained at Rs. 281.36 Lakhs as compared to Rs. 276.06 Lakhs of previous year.

APPROPRIATIONS

For the year under review, the Board has proposed to transfer Rs. 15.00 Lakhs to General Reserve and an amount of Rs. 136.76 Lakhs is proposed to be retained in the Profit & Loss account.

SUBSIDIARY COMPANY

The Company as on March 31,2014 has one Subsidiary Company namely M/s. POCL Enterprises Limited.

The Subsidiary Company is prominently engaged in trading of various metals and chemicals and there has been no material change in the nature of business of the subsidiary company other than the change in the turnover and profitability during the year 2013-14.

As per Section 212 of the Companies Act, 1956, we are required to attach the Balance Sheet, Statement of Profit and Loss and other documents of our subsidiary company. The Ministry of Corporate Affairs, Government of India vide its Circular No. 2/2011, dated February 08, 2011, exempted companies from complying with Section 212, provided such companies, inter alia publish audited consolidated financial statements in the Annual Report.

The Company has consolidated its annual accounts with its subsidiary company and the same forms part of this Annual Report. Accordingly, this Annual Report does not contain the financial statements of our subsidiary. Further the statement pursuant to Section 212 of Companies Act, 1956, highlighting the summary of the financial performance of our subsidiary is annexed to this report.

Any member intends to have a certified copy of the Balance Sheet and other financial statements of the subsidiary may write to the Company. These documents are available for inspection during business hours at the Registered Office of the Company and also at the Registered Office of the subsidiary company.

Further the accounts of the Company including that of the subsidiary company are available at the website of the company which may be accessed at www.pocl.co.in.

RESTRUCTURING OF COMPANIES

At present, Your Company have three segments namely (i) Metal (ii) Metallic Oxides and (iii) Plastic Additives, located in Puducherry and Tamilnadu. Out of the total turnover of the Company, Metal segment contributes 65% of total turnover of the Company as per audited Balance Sheet for the year 2012-13. To focus more on the individual products and to give value addition to the shareholders of the company, the Board of Directors in their meeting held on December 18, 2013 approved the Demerger of the undertakings subject to the approval of various authorities and shareholders and accordingly it is proposed to demerge the verticals representing Metallic Oxides and Plastic Additives Division with subsidiary company M/s. POCL Enterprises Limited, while the Metal Division represented by Lead Smelting and Alloying will be retained with the Company. The Division retained by the Company currently contributes to 2/3rd of the total turnover which is expected to go up further.

The above demerger is proposed, inter alia, for the following reasons:

- The demerger will help better Risk Management by the respective companies against business volatilities faced by different Divisions.

- Further, this Demerger will enable the respective companies to focus their attention on their respective Divisions taking into account the development in the respective industry.

- Furthermore, this will have a positive impact on the Company''s growth plan to excel in the non-ferrous metals field and create a stronger foot hold in the market space by further increasing its presence as a focused player in the non-ferrous metal industry.

- The Shareholders will get appreciation for their original investment based on the growth of both entities in turnover and profitability.

- As a combined effect, the shareholders also are expected to get benefitted by the demerger. They will also have the benefit of two listed entities and hence better liquidity for their shares and possibility of better returns, compared to pre-merger scenario.

On receipt of necessary approvals from the Stock Exchanges and statutory authorities, the Scheme will be presented to the shareholders for their approval.

AWARDS AND RECOGNITION

The Company has been awarded a Gold Trophy for being one of the Top Exporter for the financial year 2011-12 by Engineering Export Promotion Council (EEPC India). The Hon''ble Chief Minister of Kerala has presented the awarded to the Company.

The award has boosted the morale of the Company. The Board is confident about the future prospectus of the Company and will strive to improve its sales performance at National and Global level.

EXPANSION PROGRAMME

Andhra Project

As informed in the earlier Annual Report, POCL is setting up its smelter in Chittoor District in Seemandra and the capacity of the lead metal production will shoot up by approximately 24,000 Mt per annum and this will be the right time for market growth as we expect deficit from primary producers. The plant is expected to be completed by October 2014 with production commencing from December 2014.

Sriperumbudur Project

In the last Annual Report for the year 2013, company has informed the stakeholder''s that 1.36 acres of land had been purchased at SIPCOT Industrial Park, Pondur Post, Sriperumbudur, Kancheepuram District, Tamilnadu and has made arrangements for setting up a trading warehouse for metals not manufactured by the Company.

DIRECTOR

In accordance with the provisions of the Companies Act, 2013 read with the Articles of Association of the Company, Sri.Sunil Kumar Bansal and Sri.Devakar Bansal are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

As per the provisions of Companies Act, 2013, Independent Directors are not liable to retire by rotation. Sri.D P Venkataraman, Sri.Anil Kumar Sachdev, Sri.Harish Kumar Lohia and Sri.P.N. Sridharan are proposed to be appointed for a period of five years.

AUDITORS

The Statutory Auditors M/s. Jeeravla & Co., Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting. They have expressed their willingness to accept office, if re-appointed.

Further the Company has received confirmation from them to the effect that their re-appointment, if made, would be within the prescribed limits as provided under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment within the meaning of Section 141 of the said Act.

Your Directors recommend re-appointment of M/s. Jeeravla & Co., Chartered Accountants, Chennai as the statutory auditors of the Company for the financial year 2014-15 and request the members to authorize the Board of Directors to fix their remuneration.

COST AUDITOR

The Board of Directors at their meeting held on May 30, 2013 has appointed M/s. Vivekanandan Unni & Associates, Cost Accountants as Cost Auditor of the Company to audit the cost records maintained by the Company for the financial year 2013-14.

DEPOSITS

The Company has not invited deposits from public during the year under review. However it has accepted unsecured loans from directors, friends and related parties.

PARTICULARS OF EMPLOYEES

None of the employees of your Company was in receipt of the remuneration in excess of the ceiling prescribed under section 217[2A] of the Companies Act, 1956.

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

In accordance with the provisions of Section 217[1][e] of the Companies Act, 1956, read with the Companies [Disclosure of Particulars in the Report of Board of Directors] Rules, 1988, the information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are furnished in the Annexure forming part of this Report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

As at March 31,2014, Dividend amounting to Rs. 10.84 Lakhs has not been claimed by shareholders. The Company has been intimating the shareholders to lodge their claim for dividend from time to time.

As per the provisions of Section 205A(5) and 205C of the Companies Act, 1956 dividends which remained unpaid or unclaimed for a period of 7 years from the date of transfer to the unpaid dividend account are required to be credited to IEPF.

Accordingly, unclaimed dividend amount of Rs 1.36 Lakhs in respect of the financial year 2005-06 was transferred to IEPF during the year.

Further, Unclaimed dividend amounting to Rs. 1.04 Lakhs in respect of the financial year 2006-07 is due for transfer to IEPF on September 26, 2014.

In terms of Section 205C of the Companies Act, 1956, no claim would lie against the Company or the said fund after the said transfer.

Pursuant to the provisions of Investor Education and Protection Fund (uploading of information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012 the company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on March 31,2014 on its website (www.pocl.co.in).

DIRECTORS'' RESPONSIBILITY STATEMENT

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

(i) In the preparation of the annual accounts for the financial year ended March 31,2014, the applicable Accounting Standards have been followed along with proper explanation to material departures.

(ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31,2014 and of the Profit or Loss of the Company for that period.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

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

CORPORATE GOVERNANCE

Your Company aims at achieving transparency, accountability, equity and ethics in all facets of its operations without compromising compliances with laws and regulations framed by SEBI in this regard. The Company is committed to maintain the highest standard of Corporate Governance.

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, the Corporate Governance Report, Management Discussion and Analysis Report and the Auditor''s Certificate regarding compliance of conditions of Corporate Governance, forming part of this Annual Report.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their sincere appreciation for the continued trust and confidence reposed in the Company by the bankers, business associates, regulatory authorities, customers, dealers, vendors and shareholders. Your Directors recognize and appreciate the services rendered by the officers, staff and employees of the Company at all levels for their dedicated efforts to improve the performance of the Company.

CAUTIONARY STATEMENT

Certain statements in the Directors'' Report describing the Company''s operations, objectives, projects and expectations regarding future performance may constitute ''forward looking statements'' within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed/ implied, depending on the economic conditions, Government policies and other incidental factors and developments.

On behalf of the Board of Directors For Pondy Oxides and Chemicals Ltd.

Place : Chennai Anil Kumar Bansal D.P.Venkataraman Date : May 28, 2014 Managing Director Vice Chairman (DIN: 00232223) (DIN: 00232894)

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Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting Eighteenth Annual Report together with Audited Balance Sheet and Statement of Profit and Loss for the year ended on March 31, 2013.

1. FINANCIAL RESULTS

Rs. in lakhs

Particulars 2012-13 2011-12

Operational Income 37294.34 31979.17

Other Income 375.12 94.88

EBIDAT 1400.18 1275.26

Interest and Financial Charges 763.55 559.87

Depreciation & amortization 232.90 283.05

Profit before taxation 403.73 432.34

Provision for taxes 127.67 144.75

Net Profit for the year 276.06 287.59

Appropriations

General Reserve 15.00 30.00

Proposed Dividend on equity shares 111.52 111.52

Tax on proposed dividend 18.09 18.48

Surplus carried forward to next year 131.45 127.59

2. DIVIDEND

The Board of Directors of your Company has recommended a dividend of Re.1.00 [10%] per equity share of Rs.10/- each. The total cash flow on account of this dividend including distribution tax thereon will be Rs.129.61 lakhs. The dividend will be tax free in the hands of the shareholders.

3. PERFORMANCE REVIEW

The Company reported revenues and PBDIT of Rs.1400.18 lakhs during the year 2012-13 against Rs.1275.26 lakhs for the previous year. Strong volume growth, operational efficiencies improved the sales performance. This year over all metal production was 19955 mts compared to 19301 mts in the previous year. The Metalic Oxides production this year was 5912 mts compared to 4182 mts showing an increase of 24% over the financial year 2012. Similarly production of plastic additives was 5143 mts compared to 4310 mts showing an increase of 19% over the previous year.

The Lead Metal sales in the domestic market during the year were 6888 mts while export sales accounted for 10570 mts. Metalic Oxides sales in the domestic market during the year were 4822 mts with the export sales accounting for 660 mts. Plastic Additives sales during the year were 4693 mts with the export sales accounting for 377 mts.

4. APPROPRIATIONS

For the year under review, the Board has proposed to transfer Rs.15.00 lakhs to General Reserve and an amount of Rs.131.45 lakhs is proposed to be retained in the Statement of Profit & Loss.

5. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard (AS)-21 on Consolidated Financial Statements, the audited Consolidated Financial Statements are provided in the Annual Report.

6. CORPORATE SOCIAL RESPONSIBILITY

We are committed to operate our business with emphasis on Corporate Social Responsibility (CSR) in all areas of our operation. We will integrate our business values and operations to meet the expectations of our shareholders, customers, employees, regulators, investors, suppliers, and the community and take care of environment with best interest.

CSR policy forms part of our corporate vision. It defines our approach on key responsibility issues and provides guidance to employees on the company standards.

Each and every manufacturing plant has implemented this CSR policy, we regularly promote awareness amongst our people to ensure they adopt this mission in every area of work. The CSR team reviews the progress of every plant on a quarterly basis with respect to its compliance and an annual report on activities is prepared.

It has been the policy of the Company to keep at least one third of the unit area as green. Also full- fledged pollution control equipments are installed in all units before the commencement of production and to keep the environmental pollution free inspite of Red Category unit classification.

7. SUBSIDIARY COMPANY

The company as on March 31, 2013 has one subsidiary namely M/s POCL Enterprises Ltd.

It is prominently engaged in trading of various metals and chemicals and there has been no material change in the nature of business of the subsidiary other than the increase in the turnover and profitability of the subsidiary during the year 2012-13.

Pursuant to provisions of Sub - Section (8) of Section 212 of the Companies Act, 1956, the Ministry of Corporate affairs (MCA) vide its Circular No. 2/2011, dated 08.02.2011 has granted general exemption from attaching the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary company, with the Balance Sheet of the Company. However the financial information of the subsidiary company is disclosed in the Annual Report in compliance with the said circular.

Accordingly, this annual report does not contain the reports and other statements of the subsidiary company. Any member intends to have a certified copy of the Balance Sheet and other financial statements of the subsidiary may write to the Company Secretary. These documents are available for inspection during business hours at the Registered Office of the Company and also at the Registered Office of the subsidiary company.

8. DIRECTORS

l Appointments by rotation

In accordance with the provisions of the Companies Act, 1956 read with the Articles of Association of the Company, Dr. Padam C Bansal, Sri. Y.V Raman, Sri. Anil Kumar Sachdev and Sri. Ashish Bansal, Directors of the company will retire by rotation at this meeting and being eligible, your Board recommends their re-appointment.

l Directors'' Responsibility Statement

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

(i) in the preparation of the annual accounts for the financial year ended March 31, 2013, the applicable Accounting Standards have been followed along with proper explanation to material departures.

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

(iii) the Directors have taken proper and sufficient care for the maintenance and adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

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

9. AUDITORS AND AUDITORS REPORT

The office of the Statutory Auditors M/s. Jeeravla & Co., Chartered Accountants (bearing Firm Registration No: 001323S), expires at the conclusion of the forthcoming Annual General Meeting of the Company and they have expressed their willingness to accept office, if re-appointed.

The Company has received letters from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

Your Directors recommend re-appointment of M/s. Jeeravla & Co., Chartered Accountants, Chennai as the statutory auditors of the Company and request the members to authorize the Board of Directors to fix their remuneration. The resolution for the same is placed before the members as item no. 7 of the Notice convening the Annual General Meeting.

10. COST AUDITOR

The Board of Directors has appointed M/s. Vivekanandan Unni & Associates (bearing Firm Registration No: 00085), Cost Accountants as Cost Auditor of the company for the financial year 2012-13.

11. DEPOSITS

The Company has not invited deposits from public during the year under review; however it has accepted unsecured loans from directors, friends and related parties.

12. PARTICULARS OF EMPLOYEES

None of the employees of your Company was in receipt of the remuneration in excess of the ceiling prescribed under section 217[2A] of the Companies Act, 1956.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

In accordance with the provisions of Section 217[1][e] of the Companies Act, 1956, read with the Companies [Disclosure of particulars in the Report of Board of Directors] Rules, 1988, the information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are furnished in the Annexure forming part of this Report.

14. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the Provisions of Section 205A(5) and 205C of the Companies Act, 1956 dividends which remained unpaid or unclaimed for a period of 7 years have been transferred by company to the Investor Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund (IEPF) (uploading of information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012 the company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 7th September 2012 (date of previous Annual General Meeting) on the website of the company (www.pocl.co.in) as also on the Ministry of Corporate Affairs website.

15. CORPORATE GOVERNANCE

Your Company aims at achieving transparency, accountability, equity and ethics in all facets of its operations without compromising compliances with laws and regulations framed by SEBI in this regard. The Company is committed to maintain the highest standard of Corporate Governance.

A Certificate from Statutory Auditors of the Company confirming the compliance of clause 49 of the listing agreement is attached to the Annual Report.

16. ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their sincere appreciation for the continued trust and confidence reposed in the Company by the bankers, business associates, regulatory authorities, customers, dealers, vendors and shareholders. Your Directors recognize and appreciate the services rendered by the officers, staff and employees of the Company at all levels for their dedicated efforts to improve the performance of the Company.

17. CAUTIONARY STATEMENT

Certain statements in the Directors'' Report describing the Company''s operations, objectives, projects and expectations regarding future performance may constitute ‘forward looking statements'' within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed/ implied, depending on the economic conditions, Government policies and other incidental factors and developments.

On behalf of the Board of Directors

For Pondy Oxides and Chemicals Ltd.

Place : Chennai Anil Kumar Bansal D.P.Venkataraman

Date :May 30, 2013 Managing Director Vice Chairman

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Mar 31, 2012

The Directors have pleasure in presenting Seventeenth Annual Report together with Audited Balance Sheet and Profit and Loss Account of your company for the year ended March 31st 2012.

I. FINANCIAL RESULTS Rs. in lakhs

Particulars 2011-12 2010-11*

Operational Income 31979.17 27279.23

EBIDAT 1275.26 1673.25

Other Income 149.47 116.83

Interest and Financial Charges 559.87 609.40

Depreciation & amortization 283.05 237.33

Profit before taxation 432.34 826.52

Provision for taxes 144.75 274.85

Net Profit for the year 287.59 551.67

Appropriations

General Reserve 30.00 30.00

Proposed Dividend on equity shares 111.52 141.50

Tax on proposed dividend 18.48 23.50

Surplus carried forward to next year 127.59 356.67

Figures pertaining to the previous year are not comparable with that of the current year due to the amalagamation of M/s Lohia Metals Pvt. Ltd with the Company with appointed date as 1sf October 2010.

II. DIVIDEND

The Directors recommended a dividend of Re. 1.00 [10%] per equity share of Rs.10/- each. The said dividend if approved by the members would involve cash flow including distribution tax thereon amounting to Rs. 130.00 lakhs. The dividend will be tax free in the hands of the shareholders.

III. PERFORMANCE REVIEW

The Company reported revenues and PBDIT of Rs.1275.26 lakhs and Rs.1673.25 lakhs during the year 2011-12. Strong volume growth, operational efficiencies improved the sales performance. This year overall metal production was 19301 mts compared to 16291 mts- up 18%overthe previous year.

The Metallic Oxides production this year was 4182 mts - up 3% compared to financial year 2011. Similarly production of plastic additives was 4310 mts compared to 5287 mts in the previous' year.

The Lead Metal sales in the domestic market during the year were 4168 mts while export sales accounted for 15691 mts. Metallic Oxides sales in the domestic market during the year were 4050 mts with the export sales accounting for 148 mts. Plastic Additives sales during the year were 4169 mts with the export sales accounting for 155 mts.

The net profit after tax was Rs.287.59 lakhs against Rs.551.67 lakhs in the previous year. The fall in net profit is mainly attributable to fluctuation in Metal prices and Rupee depreciation.

IV. APPROPRIATIONS

For the year under review, the Board has proposed to transfer Rs.30.00 lakhs to General Reserve and an amount of Rs. 127.59 lakhs is proposed to be retained in the Profit & Loss account.

V. SUBSIDIARIES

The Company as of 31.03.2012 had one subsidiary M/s POCL Enterprises Ltd. Subsidiary of your company prominently engaged in trading of various metals and chemicals and there has been no material change in the nature of business of the subsidiary.

As required under the Listing Agreement entered into with the Stock Exchanges, a consolidated financial statement of the company and its subsidiary is attached. The consolidated financial statements have been prepared in accordance with the relevant accounting standards as prescribed u/s.211(3C)of the Companies Act, 1956. These financial statements disclose the assets, liabilities, income, expenses and other details of the company and its subsidiary company.

Pursuant to the provisions of Section 212(8) of the Companies Act, 1956, the Ministry of Corporate Affairs (MCA) Government of India, New Delhi vide its Circular No.2/2011, dated 08.02.2011 has granted general exemption from attaching the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies with the Balance Sheet of the Company. As required under the said Circular, the Board of Directors of your Company at its meeting held on 27.07.2012 gave its specific consent for not attaching the Balance Sheet of its subsidiary, as it would be made available to its members at the company's website.

A Statement containing the brief financial details of the Company's subsidiaries for the financial year ended March 31, 2012 is provided as Annexure to this report. Accordingly, this annual report does not contain the reports and other statements of the subsidiary companies. Any member intends to have a certified copy of the Balance Sheet and other financial statements of the subsidiary may write to the Company Secretary. These documents are available for inspection during business hours at the Registered Office of the Company and also at the Registered Office of the respective subsidiary company.

VI. MERGER

As reported in the previous Annual Report, merger of the subsidiary company M/s Lohia Metals Pvt. Ltd. with your Company has been approved by the Hon'ble High Court of Madras on 12th March 2012 with a share exchange ratio of 1:2.5 i.e., 5 fully paid up equity shares of Rs.10/- each of your Company be exchanged for every 2 equity shares of Rs.10/-each held in M/s. Lohia Metals Pvt. Ltd. The merger is effective from the appointed date i.e. 1st October 2010. Based on the above approval during the year, your Company allotted 1102500 fully paid up equity shares of Rs.10/- each to the shareholders of M/s.Lohia Metals Pvt. Ltd. (Transferor company). Accordingly, financial results for the current period includes performance of the results of M/s. Lohia Metals Pvt Ltd., for the year 2011-12.

VII. CORPORATE GOVERNANCE

A Report on Corporate Governance is annexed to this Report. A declaration with regard to compliance with the code of conduct by the directors and senior management signed by the Managing director was placed at the meeting of the Board of directors held on 27/07/2012. A certificate from the statutory auditors of the Company confirming compliance of conditions of Corporate governance as stipulated ' under clause 49 of the listing agreement is also attached.

VIII. DEPOSITS

The Company has not accepted any deposits from public during the year under review; however has accepted unsecured loans from shareholders, friends and relatives of Directors.

IX. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

In accordance with the provisions of Section 217[1][e] of the Companies Act, 1956, read with the Companies [Disclosure of particulars in the Report of Board Of Directors] Rules, 1988, the information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are furnished in the Annexure forming part of this Report.

X. DIRECTORS RESPONSIBILITY STATEMENT

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

(i) in the preparation of the annual accounts for the financial year ended March 31,2012, the applicable

Accounting Standards have been followed along with proper explanations relating to material departures.

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

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

(iv) the Directors had prepared the annual accounts for the financial year ended March 31,2012 on a "going conern" basis.

XI. DIRECTORS Appointments by rotation

In accordance with the Provision of the Companies Act, 1956 read with the Articles of Association of the Company Sri.R.P.Bansal, Sri.DP.Venkataraman, Sri.Harish Kumar Lohia and Sri.Anil Kumar Bansal, Directors of the company will retire by rotation at this meeting and being eligible, your Board recommends their re-appointment.

Cessation

During the year Sri.Sudhir Kumar Gupta, Director has expressed his inability to continue as a Director due to his other commitments. The Board of Directors at its Meeting held on September 26, 2011 has accepted the same and placed on record its appreciation for the services rendered by Sri.Sudhir Kumar Gupta during his tenure as Director of the Company.

XII. AUDITORS

M/s. Jeeravla & Co., Chartered Accountants, Firm Registration No:001323S Auditors of the Company, who retire at the forthcoming Annual General Meeting are eligible for reappointment and have expressed their willingness to accept office, if appointed. They have given a certificate to the effect that the reappointment if made, would be within the limits prescribed under section 224 [1 B] of the Companies Act, 1956. Your Directors recommend their re-appointment.

XIII. PARTICULARS OF EMPLOYEES

None of the employees of your Company was in receipt of the remuneration in excess of the ceiling prescribed under section 217[2A] of the Companies Act, 1956.

XIV. ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their sincere appreciation for the continued trust and confidence reposed in the Company by the bankers, business associates, regulatory authorities, customers, dealers, vendors and shareholders. Your Directors recognize and appreciate the services rendered by the officers, staff and employees of the Company at all levels for their dedicated efforts to improve the performance of the Company.

XV. CAUTIONARY STATEMENT

Certain statements in the Directors' Report describing the Company's operations, objectives, projects and expectations regarding future performance may constitute 'forward looking statements' within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied, depending on the economic conditions, Government policies and other incidental factors and developments.

For and on behalf of the Board of Directors

Place : Chennai Anil Kumar Bansal D.P.Venkataraman

Date : 27.07.2012 Managing Director Vice Chairman

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Mar 31, 2011

Dear Shareholders,

The Directors are pleased to present the Sixteenth Annual Report on the business and operations together with the Audited Statement of Accounts of the Company for the year ended on 31st March 2011.

I. FINANCIAL RESULTS Rs. in lakhs

Particulars 2011 2010

Total Income 27072.70 16979.48

Earnings before interest, Depreciation and tax 1664.79 1357.01

Interest and Financial Charges 609.40 456.62

Depreciation 222.57 158.84

Profit before taxation 832.82 741.55

Provision for current tax 282.13 173.26

Provision for Deferred tax [7.27] [8.41]

Profit after tax , 557.96 576.70

Prior year adjustments 6.29 5.29

Profit after tax and adjustment 551.67 571.41

Appropriations

General Reserve 30.00 30.00

Proposed Dividend on equity shares 141.50 121.28

Tax on proposed dividend 23.50 20.61

Surplus carried forward to next year 356.67 399.52

TOTAL 551.67 571.41

YEAR IN RETROSPECT

The Company ended the year 2010-2011 with an impressive performance. The Company has emerged stronger with record sales and profitability. Sales/ Income from operations [net] increased to an all time high of Rs.27,398.17 lakhs compared to Rs. 16,147.38 lakhs in the previous year registering a growth of 69.68% .Earnings before Interest, Depreciation and Tax for the year was Rs.1,664.79 lakhs as compared to Rs. 1,357.01 lakhs for the previous year, a substantial improvement of 22.68% over the previous year. The improvement was on account of mainly higher export sales and improved scale of operations. The profit after tax is Rs.551.67 lakhs as compared to Rs 571.41 lakhs in the previous year, the slight reduction in Profit after tax is on account of higher tax liability. The EPS [Earning per share] stood at Rs.5.52 per equity share in the year 2010-2011 as compared to Rs.5.71 per equity share in the previous year.

II. DIVIDEND

In view of the company's performance, the Board of Directors of your company is pleased to recommend a dividend of Rs.1.40 [14%] per equity share of Rs.10/- each. The total cash flow on account of this dividend including distribution tax thereon will be Rs. 165.00 lakhs. The dividend will be tax free in the hands of the shareholders.

III. APPROPRIATIONS

For the year under review, the Board has proposed to transfer Rs.30.00 lakhs to General Reserve and an amount of Rs.356.67 lakhs Is proposed to be retained in the Profit & Loss account.

IV. SUBSIDIARIES

The company as of 31.03.2011 had two subsidiaries M/s POCL Enterprises Ltd (Formally known as M/s Baschem Pharma Limited)., and M/s.Lohia Metals Pvt Ltd.

Ministry of Corporate Affairs, Government of India has granted a general exemption through its General Circular No: 2 /2011 dated 8th February, 2011 from attaching various documents in respect of subsidiary companies, as set out in sub-section (1) of Section 212 of the Companies Act, 1956. Accordingly, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. Financial information of the subsidiary companies, as required by the said circular, is disclosed in the Annual Report. The company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand. The consolidated Financial Statements presented by the company include financial results of its subsidiary companies.

V. MERGER

During the year your Company has approved the scheme of Merger of its subsidiary company

M/s Lohia Metals Private Limited with your company on 18/03/2011 subject to the approval of the Honorable High Court of Madras with a share exchange ratio of 1:2.5 i.e., 5 fully paid up equity shares of Rs. 10/- each of your Company be exchanged for every 2 equity shares of Rs. 10/- each held in M/s. Lohia Metals Pvt Limited. Your Company has already obtained "No Objection" from The Bombay Stock Exchange on 11th May, 2011 and from The Madras Stock Exchange on 3rd May, 2011 as required under various Acts and the Listing Agreement and is in the process of filing the application with the Honorable High Court of Madras.

VII. CORPORATE GOVERNANCE

A Report on Corporate Governance is annexed to this Report. A declaration in regard to compliance with the code of conduct by the directors and senior management signed by the Managing director was placed at the meeting of the Board of directors held on 28/07/2011. A certificate from the statutory auditors of the Company confirming compliance of conditions of Corporate governance as stipulated under clause 49 of the listing agreement is also attached.

VIII. DEPOSITS

The Company has not accepted any deposits from public; however has accepted unsecured loans from friends and relatives of Directors.

IX. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

In accordance with the provisions of Section 217[1][e] of the Companies Act, 1956, read with the Companies [Disclosure of particulars in the Report of Board Of Directors] Rules, 1988, the information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are furnished in the Annexure forming part of this Report.

X. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:-

[1] In the preparation of the annual accounts, the applicable accounting standards have been followed with explanatory notes relating to material departures.

[2] Appropriate accounting policies have been selected and applied consistently and judgments and estimates made 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 year.

[3] Proper and sufficient care has been taken for maintaining 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] The annual accounts have been prepared on a going concern basis.

XI. DIRECTORATE

In accordance with the provisions of the Companies Act, 1956 and the Company's Articles of Association, Sri.Sunil Kumar Bansal, Sri. Devakar Bansal, Sri.P.N.Sridharan and Sri.Ashish Bansal retire by rotation at the ensuring Annual General meeting and being eligible, offer themselves for reappointment.

XII. AUDITORS

M/s. Jeeravla&Co., Chartered Accountants,-Firm Registration No:001323S Auditors of the Company, who retire at the forthcoming Annual General Meeting are eligible for reappointment and have expressed their willingness to accept office, if appointed. They have given a certificate to the effect that the reappointment if made, would be within the limits prescribed under section 224 [1 B] of the Companies Act, 1956. Your Directors recommend their re-appointment.

XIII. PARTICULARS OF EMPLOYEES

None of the employees of your Company was in receipt of the remuneration in excess of the ceiling prescribed under section 217[2A] of the Companies Act, 1956.

XIV. ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their sincere appreciation for the continued trust and confidence reposed in the Company by the bankers, business associates, regulatory authorities, customers, dealers, vendors and shareholders. Your Directors recognize and appreciate the services rendered by the officers, staff and employees of the Company at all levels for their dedicated efforts to improve the performance of the Company.

XV. CAUTIONARY STATEMENT

Certain statements in the Directors' Report describing the Company's operations, objectives, projects and expectations regarding future performance may constitute 'forward looking statements' within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied, depending on the economic conditions, Government policies and other incidental factors and developments.

For and on behalf of the Board of Directors

Place: Chennai D.P.VENKATARAMAN

Date : 28/07/2011 Vice Chairman

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Mar 31, 2010

The Directors are pleased to present the Fifteenth Annual Report on the business and operations together with the Audited Statement of Accounts of the Company for the year ended on March 31, 2010.

I. FINANCIAL RESULTS

[For the year ended March 31] [Rs in Lakhs]

Particulars 2010 2009

Total Income 16147.38 12285.92

Earnings before interest, 1357.01 461.23 depreciation and tax

Interest and Finance charges 456.62 374.26

Depreciation 158.84 159.66

Profit before Taxation 741.55 [72.69]

Provision for current tax including Fringe benefit tax 173.26 46.06

Provision for Deferred tax [8.41] 0.31

Net. Profit 576.70 [119.06]

Prior period adjustment 5.29 0.16

Profit after tax and adjustment 571.41 [119.22]

APPROPRIATIONS

General reserve 30.00 --

Proposed dividend on equity shares 121.28 50.53

Tax on Proposed dividend 20.61 8.59

Surplus carried forward to next year 399.52 --

TOTAL 571.41 [178.34]

YEAR IN RETROSPECT

The Company ended the year 2009-2010 with an impressive and all-time high performance. The Company has emerged stronger with record sales and profitability. Sales / Income from operations [net] increased to an all time high of Rs.16147.38 Lakhs compared to Rs.12285.92 Lakhs in the previous year registering a growth of 31%. Earnings before Interest, Depreciation and Tax for the year was Rs. 1357.01 Lakhs as compared to Rs.461.23 Lakhs for the previous year, a substantial improvement of 193% over the previous year. The improvement was on account of mainly higher Sales and improved scale of operations. The Profit after tax is Rs.571.41 Lakhs as compared to Loss of Rs. 119.22 Lakhs in the previous year. A substantial turnaround of note. The EPS [Earning per share] improved to Rs.5.71 per Equity share in the year 2009 -10 as compared to loss of Rs.1.18 per Equity share in the previous year.

II DIVIDEND

In view of the improvement in the companys performance, the Board of Directors of your Company is pleased to recommend an increased dividend of Rs 1.20 [12%] per equity share of Rs. 10 each. The total Cash flow on account of this dividend including dividend distribution tax thereon will be Rs.141.89 Lakhs. The dividend will be tax free in the hands of the shareholders.

III APPROPRIATIONS

For the year under review, the Board has proposed to transfer of Rs.30 Lakhs to General Reserve and an amount of Rs. 399.52 Lakhs is proposed to be retained in the Profit & Loss Account.

IV SUBSIDIARIES

The company as of March 31, 2010 had two subsidiaries M/s. Baschem Pharma Limited and M/s.Lohia Metals Private Limited.

Ministry of Corporate Affairs, Government of India has granted approval that the requirement to attach various documents in respect of subsidiary companies, as set out in sub-section [1] of Section 212 of the Companies Act, 1956, shall not apply to the Company. Accordingly, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. Financial information of the subsidiary companies, as required by the said approval, is disclosed in the Annual Report. The company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and at the respective offices of the subsidiary companies. The consolidated Financial Statements presented by the company include financial results of its subsidiary companies.

VI CORPORATE GOVERNANCE

A Report on Corporate Governance is annexed to this Report. A declaration in regard to compliance with the Code of Conduct by the Directors and Senior Management personnel signed by the Managing Director was placed at the meeting of the Board of Directors held on July 12, 2010. A Certificate from the Statutory Auditors of the Company confirming compliance of conditions of Corporate Governance as stipulated under clause 49 of the listing agreement is also annexed.

VII DEPOSITS

The Company has not accepted any deposits from public; however has accepted unsecured loans from friends and relatives of Directors.

VIII CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNING AND OUTGO

In accordance with the provisions of Section 217[1] [e] of the Companies Act, 1956, read with the Companies [Disclosure of Particulars in the Report of Board of Directors] Rules, 1988, the information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, is furnished in the Annexure forming part of this Report.

IX DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217[2AA] of the Companies Act, 1956, the Directors confirm that:-

[1] In the preparation of the annual accounts, the applicable accounting standards have been followed with explanatory notes relating to material departures;

[2] Appropriate accounting policies have been selected and applied consistently and judgments and estimates made 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 year;

[3] Proper and sufficient care has been taken for maintaining 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] The annual accounts have been prepared on a going concern basis.

X DIRECTORATE

In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association, Dr. Padam Chandra Bansal,* Sri. Anil Kumar Bansal, Sri. Y.V.Raman and Sri. Anil Kumar Sachdev retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

XI AUDITORS

M/s Jeeravla & Co., Chartered Accountants, Firm Registration No: 001323S Auditors of the Company, who retire at the forthcoming Annual General Meeting are eligible for reappointment and have expressed their willingness to accept office, if reappointed. They have given a certificate to the effect that the reappointment if made, would be within the limits prescribed under section 224[1 B] of the Companies Act, 1956. Your Directors recommend their reappointment.

XII PARTICULARS OF EMPLOYEES

None of the employees of your Company was in receipt of the remuneration in excess of the ceiling prescribed under section 217[2A] of the Companies Act, 1956.

XIII ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their sincere appreciation for the Continued trust and confidence reposed in the company by the bankers, business associates, regulatory authorities, customers, dealers, vendors and shareholders. YourDirectors recognise and appreciate the services rendered by the officers, staff and employees of the Company at all levels for their dedicated efforts to improve the performance of the company.

For and on behalf of the Board of Directors

Place : Chennai D.P.Venkataraman

Dated : July 12, 2010 Vice Chairman

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Mar 31, 2000

The Directors have pleasure in presenting the Fifth Annual Report of the company together with the Audited Balance Sheet of the company as at 31 st March 2000 and the Profit and Loss Account for the year ended on that date and the Auditors Report thereon.

FINANCIAL RESULTS

1999-2000 1998-1999 Rs. Rs.

Sales and other Income 25,06,07,949 23,97,11,294

Gross Profit for the year before

providing for interest, depreciation and tax 1,72,26,998 2,08,23,787

LESS:

Interest 51,24,805 34,62,099

Depreciation 23,38,933 22,06,819

Provision for taxation 17,73,213 7,97,041

Profit after Tax 79,90,047 1,43,57,828

ADD

Balance brought forward fromthe previous year 1,07,15,774 57,88,874

ADD

Prior year adjustments (3,75,030) (1,61,459)

Disposable Profit 1,83,30,791 1,99,85,243

APPROPRIATIONS

Dividend 60,14,160 75,17,700

Dividend Tax 6,61,558 7,51,770

Transferto General Reserve 2,50,000 10,00,000

Balance Carried forward 1,14,05,073 1,07,15,773

DIVIDEND

The Interim Dividend in respect of the year ended 31st March2000 of Rs. 1.20 each per Share on 5011800 Equity Shares were paid to the Shareholders of the Company whose names appeared in the Register of Members on 3rd May 2000. In view of the Interim Dividend no Final Dividend is being recommended by the Directors.

OPERATIONS

The Companys sales were Rs.2476.71 lacsforthe year ended 31.03.2000 as compared to Rs.2369.68 lacs for the previous year. The company has made a Net Profit of Rs. 97.63 lacs (before tax provision) for the year under review as compared to Rs. 151.55 lacs for the previous year.

METALLIC OXIDES DIVISION

During the year your company produced 3009 MT of Metallic Oxide as against 3063 MT during the previous year. The company achieved the sales turnover of Rs. 1828.05 lacs compared to Rs. 1713.72 lacs during the previous year.

PLASTICS ADDITIVES DIVISION

During the year your company produced 970 MT of Plastics Additives as against 884 MT during the previous year. The Company achieved a sales turnover of Rs.559.56 lacs as compared to Rs. 560.52 lacs during the previous year.

YEAR 2000 (Y2K)

The Y2K transition was smooth without any disruption to any of the operations of the Company.

STATEMENT PURSUANTTO LISTING AGREEMENT (S)

The Companys Securities are listed at the Stock Exchange of Chennai and Coimbatore. The Company has paid the annual listing fee to both the Stock Exchanges.

PROSPECTS FORTHE CURRENT YEAR

The Metallic Oxides Industry is witnessing intense competition among the players. To overcome the difficult market conditions your Company is undertaking various measures like productivity improvements, cost reduction activities and intensifying the sales promotion activities. With these measures your Company is hopeful of achieving better performance in the current year.

DIRECTORS

Under the companys Articles of Association Sri. Anil Kumar Bansal, Sri. Anil Kumar Sachdev and Sri. Devakar Bansal, Directors of the company retire by rotation and are eligible for re-appointment.

SUBSIDIARY COMPANY

As required under section 212 of Companies Act 1956, the accounts of the subsidiary company M/s Baschem Pharma Limited are annexed.

DEPOSITS

The Company has not invited any fixed deposits from public.

AUDITORS

M/s Jeeravla & Co., Auditors of the Company retire at the Annual General Meeting of the Company and are eligible for reappointment. Your Directors recommend their re-appointment.

INFORMATION PURSUANTTO SECTION 217 OF THE COMPANIES ACT 1956

None of the employees of your Company was in receipt of the remuneration in excess of the ceiling prescribed under Section 217(2A) of the Companies Act 1956. Particulars required under section 217(1 )(e) of the Companies Act 1956 are furnished under Annexure I and form part of this report.

INDUSTRIAL RELATIONS

The company maintained cordial relationship with its employees at all its locations during the year.

ACKNOWLEDGEMENT

Your Directors would like to record their appreciation and the continuous support extended by the bankers, suppliers, customers and other Government agencies. Your Directors wish to place on record their deep sense of appreciation for the contribution made by the employees of the Company during the year.

For and on behalf of the Board

Place : Chennai R.D. BANSAL

Date : 12.07.2000 Chairman