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Dai-ichi Karkaria Ltd.

BSE: 526821 Sector: Industrials
NSE: DAICHIKARK ISIN Code: INE928C01010
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OPEN 489.60
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VOLUME 537
52-Week high 625.00
52-Week low 285.00
P/E 20.36
Mkt Cap.(Rs cr) 371.79
Buy Price 0.00
Buy Qty 0.00
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Dai-ichi Karkaria Ltd. (DAICHIKARK) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the Fifty – Sixth Annual Reporttogether with the audited accounts for the year ended March 31 2016.

FINANCIAL RESULTS:

Operational Performance 2016 2015
(Rs. in millions) (Rs. in millions)
Gross Revenue from operations 1249.41 1116.63
Less: Excise duty 86.10 93.93
Net Revenue from operations 1163.31 1022.70
PBDIT (before exceptional item) 236.98 159.66
PBDIT (after exceptional item) 236.98 234.19
EPS (Rs.) 20.91 19.84
Book Value of Shares (Rs.) 133.42 116.13

DIVIDEND:

The Board of Directors in its meeting held on March 16 2016 declared and paid anInterim Dividend of Rs. 3/- per equity share of face value of Rs. 10/- each for the F.Y.2015-16. The dividend payout aggregated to Rs. 22.35 million and the tax on distributableprofits payable by the Company amounted to Rs. 4.55 million. The Board of Directors hasnot recommended any final dividend on the equity shares and considered the above InterimDividend as final dividend for the financial year ended March 31 2016.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The year 2015 has proved challenging for India specifically on the weather front withdeficient monsoons and drought at one end and unseasonal rain and devastating floods atthe other.

Adapting to climate change and building sustainable and relevant agricultural systemswould strongly relate to a healthier economy. Sustainability through improvements inefficiency and a focus on environmental issues and through addressing opportunities thatclimate change and evolving eco systems bring.

Despite being the world’s fastest growing economy the country is far fromachieving the Sustainable Development Goals adopted in 2015. Whilst India has 17% of theworld’s population it is home to 31.5% of the world’s extremely poor and nothingbut transformative change that balances economic growth with conservation beyond mereconvenience can turn the tide. The chemical industry has the power and opportunity toinfluence and advance the human condition towards a sustainable society and planet.

Current challenges in the economy with lower than anticipated growth and seriousreduction in private investment (as banks saddled with stressed assets are unable to lend)together with slack global demand have dampened earlier growth estimates.

In addition earlier challenges of poor infrastructure and port facility complex taxand duty structures have not been overcome.

However the reduction in crude oil prices has allowed the government to reduce thefiscal deficit and bring inflation under control.

It remains to be seen whether the country is really in a state of sustainable recoveryand whether we can continue to be the fastest growing economy in the world.

In addition the past year saw serious reduction in growth of several coreinfrastructure industries. Crude oil coal steel and cement all saw a slowdown in2015-16. Industrial production declined by 1.8% in June 2016 against a growth of 2.8% inthe previous year.

According to IIP data the chemical industry recorded negative growth of 2% in January2016.

In the coming financial year the Indian economy is slated to grow at 7.6% inspite ofpoor global demand and the reduction in exports seen over the previous year. This growthwould be consumption driven and therefore sufficiently sustainable. This would result ina surge of consumption for Specialty Chemicals.

It is predicted that the Specialty Chemical market which is currently USD 30 Billionwill grow to a level of USD 80 Billion by 2023.

With growth estimates of 14% CAGR the Specialty Chemical industry is expected to growmuch faster than India’s GDP. The vast potential for growth for the finished productsfrom the chemical sector can be envisaged by comparing the per capita consumption of theseproducts against world averages. Compared to developed markets the usage of SpecialtyChemicals in India is fairly low.

Most Specialty Chemical companies in India have asserted their domestic presence bydesigning and developing products that are very specific to the performance needs of anindustrial application for a particular customer/ customers.

Dai-ichi has established and positioned itself in this way in developed areas like theOil field sector the Rayon industry and the Paint industry by understanding thecustomer’s needs in full and designing niche products to meet these performancespecifications.

Financial Highlights

The total Sales Revenue for the company was Rs. 1249 million. Once again there wasonly marginal growth in certain industrial segments due to the challenges faced by ourcustomers during the year. However on the export front the company has more than doubledsales as compared to last year.

The enhanced profit from operations has come from change in product mix and consequentreduction in RM consumption and enhanced export sales.

Sector wise Performance:

There continues to be poor growth in the traditional businesses of the company as mostcustomers were facing a slow down due to the state of the global economy and the vagariesof consumer demand (affecting the sales of Specialty Chemical companies supplying to thechemical sector that face the consumer.)

In addition the impact of lowered crude oil prices resulted in lower raw materialprices alerting all customers to ask for discounts in pricing.

The Company’s business with its J V partner NALCO CHAMPION has grown bothdomestically but especially where exports are concerned. Our ability to continuouslydevelop and formulate products that are crude specific and meet the performance needs ofthe customer have allowed us to enhance business in this area substantially. The lowerprices of crude oil have marginally impacted expansions and delayed projects in the Oilsector but the impact of this on the company has not been noticeable so far.

The Company’s Polyacrylamide plant at Kurkumbh has once again seen a poor year asit faced customer resistance from the Mining and Coal sectors and aggressive competitionin the Sugar sector. The company’s efforts to export product are receiving limitedsuccess so far. The company now is looking for a strategic relationship with anInternational player to support its presence in this field.

The Company’s expansion at Dahej has received environmental clearance earlier thisyear and the company is in the process of awarding contracts to its Technology supplier aswell Engineering Consultants.

It is expected that by the second/ third quarter next year some of the crucial plantswould be operational at Dahej.

At this time as the company contemplates doubling its capacity and setting up state ofthe art new facilities at Dahej it is strengthening its portfolio of products to includegreener products and processes not only in its present area of focus viz Paints Coatingsand Textile but also in looking at new areas where its ability to synthesise well definedand meaningful products using newer processes and technologies will be recognised. Slowlythe company’s new speciality products which were being stalled by customers as beingtoo expensive are now being accepted and introduced into the market. The company’sarray of products in the area of Emulsion Polymersation and Paints are slowly gainingrecognition as reputed paint companies are including these products in their main streamofferings. Requirement of water based Paints & Coatings and the requirements of APEOfree products speeded up the development of several new anionic and non ionic surfactants.So also a number of reactive & polymerizable surfactants specifically for exteriorcoating could be successfully launched. As time goes this segment should see phenomenalgrowth for which new generation polymerizable surfactants are also being targeted. Thecompany could develop several surfactant formulations for making micro emulsion in theareas of Amino silicone oil PDMS silicone oil and Diesel-water micro emulsion for staticdiesel engines.

The R&D developed super emulsifiers for pigment emulsions for Textile Printing:

1) APEO free surfactants

2) In the areas of pigment purification and processing

The company has worked on APGs which are based on natural resources. More work is athand to further the progress in this area.

Another area of achievement are products for Construction Industry. A majorbreakthrough was in the development of clinker saver and strength enhancer for cementmanufacturing followed by Super Plasticizers for High Strength self compacting CementConcrete.

Working Capital Management:

The significant ratios of the Company such as Ratio of Inventory to Sales is 10.70%Receivable to Sales is 15.79% and Net Working Capital to Sales is 28.28%.

The working capital was rotated 3 times in the year showing effective working capitalmanagement. Funds surplus to the operational requirements have been invested in safe andrelatively risk free instruments to earn a reasonable return.

JOINT VENTURE / ASSOCIATE/ SUBSIDIARY COMPANIES:

Joint Venture Company – Nalco Champion Dai-ichi India Private Limited(formerly known as Champion Dai-ichi Technologies India Ltd.)

To identity the association of the Joint Venture Partner Champion with the NALCOCHAMPION group the Joint Venture Company is now called Nalco Champion Dai – ichiIndia Private Limited w.e.f. September 1 2015. The Joint Venture is held in the ratio of50:50

Key Performance Indicators for the year under review of the Joint Venture Company areas under:

Particulars (Rs. in millions)
Turnover 1667.29
Profit Before Tax 349.07
Net Profit 227.35
Earning per share Rs. 101.04/-

Annual report of subsidiary company:

As on March 31 2016 the Company has only one subsidiary Dai-ichi Gosei Chemicals(India) Limited. The Company continues to be a dormant company.

The Annual accounts of the subsidiary company are placed on the website of the Companyand will be provided to the members on request.

As per the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015Companies Act 2013 and applicable Accounting Standards the Consolidated FinancialStatements of the Company with its Joint Venture Company Nalco Champion Dai – ichiIndia Pvt. Ltd and Subsidiary Company Dai-ichi Gosei Chemicals (India) Limited. dulyaudited by the Statutory Auditors are attached to the financials.

Statement containing salient features of the financial statement of subsidiary/associate company/ joint venture are attached to the financials.

DIRECTORS:

Mr. A. H. Jehangir retires from the Board of Directors by rotation in pursuance of theprovisions of the Companies Act 2013 and Articles of Association of the Company. Beingeligible for reappointment he has offered himself for re – appointment. The Board ofDirectors recommends his re-appointment.

The Board of Directors have subject to the approval of shareholders re-appointed Mrs.S. F. Vakil as Chairperson & Managing Director of the Company for the period fromApril 1 2016 to March 31 2019.

The information required to be furnished under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 & Secretarial Standards are given in the Notice of the56th Annual General Meeting.

The Members of the Company had appointed Dr. Anil Naik Mr. Kavas Patel and Mr. KekiElavia as Independent Directors under the Companies Act 2013 for a period of 5 years fora term upto March 31 2019. All Independent Directors have given declarations that theycontinue to meet the criteria of independence as laid down under Section 149(6) of theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

DIRECTORS’ RESPONSIBILITY STATEMENT:

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

(a) In the preparation of the annual accounts for the financial year ended March 312016 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

(b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year March31 2016 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 adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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; and

(e) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and operating effectively;

(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

DETAILS OF INTERNAL FINANCIAL CONTROLS:

The Board of Directors have laid down Internal Financial Controls within the meaning ofthe explanation to Section 134(5)(e) ("IFC") of the Companies Act 2013. TheBoard believes the Company has sound IFC commensurate with the nature and size of itsbusiness. Business is however dynamic. The Board is seized of the fact that IFC are notstatic and are in fact a fluid set of tools which evolve over time as the businesstechnology and fraud environment changes in response to competition industry practiceslegislation regulation and current economic conditions. There will therefore be gaps inthe IFC as Business evolves. The Company has a process in place to continuously identifysuch gaps and implement newer and or improved controls wherever the effect of such gapswould have a material effect on the Company’s operations.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance individual directors and its committees.The manner in which the evaluation has been carried out has been explained in theCorporate Governance Report.

NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES OF THE BOARD:

Details regarding Board / Committees its composition number of meetings held termsof reference policies adopted are provided under the Corporate Governance Report formingpart of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

During the year under review the Company has undertaken CSR activities through anImplementing Agency in the areas of promoting health care including preventive healthcareand promoting education including special education.

Aid is provided to needy patients suffering from chronic diseases such as Renalfailure Cancer Heart diseases Lung diseases etc. Scholarships / Fees sponsorships areprovided to the needy and deserving students. Detailed report on CSR is annexed to thereport as ‘Annexure A’.

MATERIAL DEVELOPMENTS ON HUMAN RESOURCES INCLUDING NUMBER OF PEOPLE EMPLOYED:

The Company’s Human Resource Policy over the years has resulted in a very lowattrition ratio of less than 1% per annum. All manpower requirements are assessed andfilled in a timely manner. The Company has a sound knowledge pool of experiencedemployees which helps it to maintain consistency in performance across all disciplines.It has built a team of dedicated employees who work with commitment and a sense ofbelonging towards the growth of the Company.

We continuously strengthen our HR practices to create a knowledge-driven workenvironment that provides equal opportunities to all our employees. We value innovationcreativity and diversity throughout our organization. We pursue multiple developmentalinitiatives and ongoing training programmes to reinforce a high performance work ethic.Performance-based recognition drives company’s culture of achievement and excellence.

Following areas are given special attention to enhance performance of the employees.

• Identification of training & development needs and up gradation of jobspecific skills

• Compensation recognition & rewards

• Career growth plan through annual assessment

• Supporting employment related legislative compliance

• Promoting excellence in human resource management

• The promotion of an atmosphere of mutual respect fairness and concern

• Company has extended its facility for "OJT" under Learn & Earnscheme "to the rural needy and economical weak youths for perusing special skillsand higher education.

• All HR policies and Procedures are designed & documented.

As on March 31 2016 the total numbers of employees on the payrolls of the company atall the locations are 219.

MANAGERIAL REMUNERATION & PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197(12) read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of thisreport. In terms of Section 136 of the Act the Report and Accounts are being sent to theMembers and others entitled thereto excluding the information on employees’particulars which is available for inspection by the Members at the Registered Office ofthe Company during business hours on working days of the Company up to the date of theensuing Annual General Meeting. If any Member is interested in obtaining a copy thereofsuch Member may write to the Company Secretary in this regard.

AUDITORS:

STATUTORY AUDITORS:

M/s. Deloitte Haskins & Sells LLP were appointed as the Statutory Auditors of theCompany to hold office from the conclusion of 54th Annual General Meeting upto theconclusion of 57th Annual General Meeting of the Company subject to ratification ofmembers at every Annual General Meeting. Being eligible it is recommended to ratify theappointment of M/s. Deloitte Haskins & Sells LLP in this Annual General Meeting toaudit the accounts of the Company for the financial year 2016 – 2017.

INTERNAL AUDITORS:

M/s. B.K. Khare & Co. Chartered Accountants are the Internal Auditors of theCompany. The Management regularly reviews the findings of the Internal Auditors andeffective steps to implement any suggestions/observations of the Internal Auditors aretaken and monitored regularly. In addition the Audit Committee of the Board regularlyaddresses significant issues raised by the Internal Auditors.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Kaushik M. Jhaveri & Co. a firm of Practicing Company Secretaries toundertake the Secretarial Audit of the Company. The Secretarial Audit Report for the F.Y.2015 – 16 is annexed herewith as ‘Annexure B’.

COST AUDITORS:

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Rules 2014 as amended from time to time the Company has appointed Mr.S.G. Jog Cost Accountant (Membership no. 5599) Pune as Cost Auditor of the Company forthe financial year 2015-16.

DETAILS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has not provided any loan or given any guarantee / security to any person.

Details of investment made by the Company are provided in the financial statementsunder Investment Schedule. These investments are made by the Company in ordinary course ofbusiness out of the surplus funds presently available with the Company in view ofgetting an effective return.

The funds shall be utilized for implementation of Dahej Project in near future.

PARTICULARS OF CONTRACTS AND ARRANGEMENT COVERED UNDER SECTION 188 OF THE COMPANIESACT 2013:

All transactions entered into with Related Parties are in the ordinary course ofbusiness and are at arm’s length. Details regarding transactions entered into withrelated parties are provided in the notes to accounts.

There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large.

Details of Related Party Transaction Policy are provided in Corporate GovernanceReport.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of Annual Return in Form MGT 9 is annexedherewith as ‘Annexure C’.

CORPORATE GOVERNANCE:

As per Regulation 15 of SEBI Listing Regulations applicability with respect toprovisions of Corporate Governance is not mandatory to the Company. The Company has beencomplying with the provisions on voluntary basis.

A separate report on Corporate Governance is attached as a part of the Annual Reportalong with the certificate from Practicing Company Secretaries on its compliance.

LISTING:

The Equity Shares of your company are presently listed on BSE Ltd. and the Company haspaid the annual listing fees for the financial year 2016-2017.

HEALTH SAFETY & ENVIRONMENT:

Health Safety & Protection of the Environment is the priority areas for theCompany. The Company continues to put special emphasis in this area at every stage fromconception and design of new products optimization of process to commercialmanufacturing and delivery of goods to the customers. Recently company has successfullycompleted DNV-GL Certification Audit of ISO 14001:2015 & OHSAS 18001:2007. Thecertificates will be awarded soon.

(a) Health:

A special committee ensures good sanitation and hygienic condition in the plant andcanteen. Medical examination of all the employees is carried out annually. Six monthlymedical examinations are conducted for the employees who are working in Hazardous Areas.

(b) Safety and Environment:

Safety Audit and HAZOP STUDY report for Ethoxylation/ Propyxlation process are carriedout as per the provisions of Factories Act.

Due to changes in the factory lay out On – Site Emergency Plan Factory SiteLayout plan and Factory elevation plan are updated and approved by Director of IndustrialSafety & Health Pune.

Every year Safety week is celebrated from 4th March to 11th March during whichcompetitions lectures and training sessions are organized to inculcate and enforce theneed for a safe working environment and Emergency Planning.

Effluent Treatment Plant is upgraded and maintained in order to use the treatedeffluent in various processes thus increasing water conservation.

Sulphonation plant is also upgraded which has brought emission levels of SulphurTrioxide (SO3) & Sulphur Dioxide (SO2) to a bare minimum.

INDUSTRIAL RELATIONS:

The wage agreement with the workers of the Company expired on 30th November 2008. AsConciliation proceedings before the Labour Commissioner Pune for arriving at a settlementwere not conclusive the matter was referred to the Industrial Court Pune foradjudication. The said reference is rejected by the Hon’ble Industrial court for wantof prosecution by the recognized union. The decision of the Industrial Court waschallenged before the Mumbai High Court the Court has upheld the decision of theIndustrial Court. The matter is further challenged and is now pending before theHon’ble Supreme Court.

Considering the prolonged judicial process and financial hardships that workers facethe Company together with some of the workers has taken initiative to come to an amicablesolution and have signed individual wage rise settlements for the period from December2013 to November 2017. About 50% of workers have willingly accepted the same.

Form A & B Report:

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and outgo:

The particulars as prescribed under Section 134(3)(m) of the Companies Act 2013 areannexed to this report as ‘Annexure D’.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.:

As per the requirements of The Sexual Harassment of Women at the Workplace (PreventionProhibition & Redressal) Act 2013 Internal Complaints Committee (ICC) has been setup to redress complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed offduring the year 2015-16;

- No of complaints received : Nil

- No of complaints disposed off : Nil

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation of the contribution made bythe employees of the Company. The Directors wish to convey their appreciation to theBanks dealers and other business associates and the shareholders for their continuoustrust and support.

CAUTIONARY NOTE:

Certain statements in the Directors’ Report and Management & DiscussionAnalysis section may be forward looking and are stated as required by applicable laws andregulations. Many factors may affect the actual results which could be different fromwhat the Directors envisage in terms of future performance and outlook.

For and on behalf of the Board
Mrs. S. F. Vakil
Chairperson & Managing Director
Place : Mumbai
Date : May 14 2016

ANNEXURE ‘A‘ TO DIRECTORS’ REPORT

REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

1. A brief outline of the Company’s CSR policy including overview of projectsor programs proposed to be undertaken and a reference to the web-link to the CSR policyand projects or programs:

The Company had undertaken CSR activities through Implementing Agency i.e. Maneckji andShirinbai Neterwala Foundation in the areas of promoting health care including preventivehealthcare and promoting education including special education. The Company’s CSRPolicy may be viewed at following web link:http://www.dai-ichiindia.com/investor/CSR%20Policy.pdf

2. The Composition of the CSR Committee: The Committee comprises of Mr. KekiElavia as Chairman Mr. Adi Jehangir and Mrs. S.F. Vakil as members.

3. Average net profit of the Company for the last three financial years: Rs.735.61 lacs

4. Prescribed CSR Expenditure : Rs. 14.71 lacs

5. Details of CSR spent during the financial year;

a) Total amount to be spent for the financial year : Rs. 14.71 lacs

b) Amount unspent if any: 0.66 lacs

c) Manner in which the amount spent during the financial year is detailed below:

(1) (2) (3) (4) (5) (6) (7) (8)
Sr. No. CSR project or activity identified Sector in which the Project is covered Projects or Programs 1. Local area or other 2. Specify the State and District where projects or programs was undertaken Amount outlay (budget) project or programs wise Amount spent on projects or programs 1. Direct expenditure on projects or programs 2. Overheads Cumulative expenditure up to the reporting period Amount spent: Direct or through implementing agency
1. Providing medical help for patients suffering from diseases such as*: Health Care Maharashtra (Mumbai & Thane) 14.05 lacs for all projects and programs. (including previous year’s unspent amount of Rs. 11.63 lacs) Rs. 5.01 lacs Rs. 5.01 lacs Maneckji and Shirinbai Neterwala Foundation
• Renal failure
• Cancer
• Heart problems/ diseases
• Lung diseases Cataract etc.
2.

• Providing Scholarship to deserving students.*

Education Maharashtra (Mumbai & Thane) 14.05 lacs for all projects and programs. (including previous year’s unspent amount of Rs. 11.63 lacs) Rs. 8.59 lacs Rs. 8.59 lacs Maneckji and Shirinbai Neterwala foundation
• Providing help to schools imparting special education by sponsoring fees of students or equipments devices to help them cop up with the handicap faced by them.*
3.

• Ensuring environment sustainability.

Conservation of Environment Maharashtra Rs. 0.45 lac Rs. 0.45 lac
Total (1+2+3) Rs. 14.05 lacs Rs. 14.05 lacs Rs. 14.05 lacs

* Subject to satisfying specified criterias

6. Reasons for not spending the entire amount: The Company is identifying theeligible areas where amount of CSR could be spent.

7. Responsibility statement: The CSR Committee confirms that the implementationand monitoring of the CSR Policy is in compliance with CSR objectives and Policy of theCompany.

Mrs. S. F. Vakil Mr. K. M. Elavia
Chairperson & Managing Director Chairman of the CSR Committee
Place : Mumbai
Date : May 14 2016

ANNEXURE ‘B’ TO THE DIRECTORS’ REPORT

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st MARCH 2016

[Pursuant to section 204(1) of the Companies Act 2013 and Rule no.9 of Companies(Appointment and Remuneration Personnel) Rules 2014]

To

The Members

Dai-ichi Karkaria Limited

Liberty Building

Sir Vithaldas Thackersey Marg

Mumbai – 400 020

We have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Dai-ichi Karkaria Limited(CIN: L24100MH1960PLC011681) (hereinafter called the "Company").Secretarial Audit was conducted in a manner that provided us reasonable basis forevaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on our verification of Company’s books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit we hereby report that in our opinion the Company hasduring the audit period covering the financial year ended on 31st March 2016 compliedwith the statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance- mechanism in place to the extent in the manner andsubject to the reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by Dai-ichi Karkaria Limited for the financial year ended on31st March 2016 according to the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts(Regulation)Act 1956 (‘SCRA’) and the rulesmade thereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings; (Not Applicable to the company during audit period)

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992 and 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009; - (Not Applicable to the company during audit period)

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999; - (Not Applicable to the company duringaudit period)

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; (Not Applicable to the company during audit period)

(f) The Securities and Exchange Board of India (Registrars to an issue and ShareTransfer Agents)Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; (Not Applicable to the company during audit period) and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;- (Not Applicable to the company during audit period)

(vi) Other applicable Acts/ Laws are given below :

(a) The Water (Prevention and Control of Pollution) Act 1974

(b) The Air (Prevention and Control of Pollution) Act 1981

(c) The Batteries (Management & Handling) Rules 2001

(d) The Manufacture Storage and Import of Hazardous Chemicals Rules 1989

(e) The Environment (Protection) (Second Amendment) Rules 1992

(f) The Legal Metrology Act 2009

(g) The Electricity Act 2003

(h) The Plastic Manufacture Sale & Usage Rule 1999

(i) The Ozone Depleting Substances (Regulation & Control) Rules 2000

(j) The Public Liability Insurance Act 1991

(k) The Indian Gas Act 1995

(l) The Petroleum Act 1934

(m) The Factories Act 1948

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by the Institute of Company Secretaries of India

(ii) The Listing Agreement entered into by the Company with Bombay Stock Exchange

(iii) The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines and Standards etc. mentioned above.

We further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. There is no changein the composition of the Board of Directors during the audit period.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

Decisions at the board meetings are carried with the approval of Board and recorded inthe minutes accordingly.

We further report that there are adequate systems and processes in thecompany commensurate with the size and operations of the company to monitor and ensurecompliance with applicable laws rules regulations and guidelines.

We further report that during the audit period there were no such eventsthat took place having a major bearing on the company’s affairs in pursuance of theabove referred laws rules regulations guidelines standards etc. referred above

For Kaushik M. Jhaveri & Co.

Kaushik Jhaveri

Practising company secretary

FCS No.: 4254

CP No.: 2592

Place: Mumbai

Date : 14th May 2016

This report is to be read with our letter of even date which is annexed as Annexure Aand forms an integral part of this report.

ANNEXURE-A TO SECRETARIAL AUDIT REPORT OF Dai-ichi Karkaria Limited for the year ended31st March 2016

To

The Members

Dai-ichi Karkaria Limited

Liberty Building Sir Vithaldas Thackersey Marg

Mumbai – 400 020

The report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the Management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices that we followed providea reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.

4. Wherever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.

For Kaushik M. Jhaveri & Co.

Kaushik Jhaveri

Practising Company Secretary

FCS No.: 4254

CP No.: 2592

Place: Mumbai

Date : 14th May 2016

Annexure ‘C’ to the Directors’ Report

EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31st March 2016

[Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies(Management and Administration) Rules 2014]

Form No. MGT-9

I. REGISTRATION AND OTHER DETAILS:

CIN L24100MH1960PLC011681
Registration Date 13/05/1960
Name of the Company DAI-ICHI KARKARIA LIMITED
Category/ Sub-Category of the Company Public Company having Share Capital
Address of the Registered office and contact details Liberty Building Sir Vithaldas Thackersey Marg New
Marine Lines Mumbai - 400020
Tel: 2201 7130/2201 5895
email: investor@dai-ichiindia.com
website: www.dai-ichiindia.com
Whether listed company Yes
Name Address and Contact details of Registrar and Sharex Dynamic (India) Private Ltd.
Transfer Agents Unit 1 Luthra Industrial Premises
Andheri-Kurla Road Safed Pool
Andheri (E) Mumbai – 400 072
Tel: 2851 5606/2851 5644
email: sharexindia@vsnl.com
website: www.sharexindia.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10% or more of the total turnover of theCompany shall be stated:

Sr. No. Name and Description of main products/ services NIC Code of the Product/ service % to total turnover of the Company
1 Oil Field Chemicals 2029 31.77%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES:

Sr. No Name and Address of the Company CIN/GLN Holding/ Subsidiary/ Associate % of shares held Applicable Section
1 Dai-ichi Gosei Chemicals (India) Limited U24100MH1991PLC059922 Subsidiary 97% 2(87)
2 Nalco Champion Dai – ichi India Pvt. Ltd. (formerly known as Champion Dai-ichi Technologies India Limited.) U24110MH1990PTC055089 Associate / Joint venture 50% 2(6)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as Percentage of Total Equity)

(i) Category-wise Share Holding

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change during the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A. Promoters
(1) Indian
(a) Individual/ HUF 4060922 —– 4060922 54.5 4482255 —– 4482255 60.16 5.66
(b) Central Govt —– —– —– —– —– —– —– —– —–
(c) State Govt(s) —– —– —– —– —– —– —– —– —–
(d) Bodies Corp. 686717 —– 686717 9.22 263384 —– 263384 3.53 -5.68
(e) Banks/FI —– —– —– —– —– —– —– —– —–
(f) Any Other —– —– —– —– —– —– —– —– —–
Sub-total (A) (1):- 4747639 —– 4747639 63.72 4745639 —– 4745639 63.69 -0.03
(2) Foreign
(a) NRIs Individuals —– —– —– —– —– —– —– —– —–
(b) Other Individuals —– —– —– —– —– —– —– —– —–
(c) Bodies Corp. —– —– —– —– —– —– —– —– —–
(d) Banks / FI —– —– —– —– —– —– —– —– —–
(e) Any Other —– —– —– —– —– —– —– —– —–
Sub-total (A) (2):- —– —– —– —– —– —– —– —– —–
Total shareholding of Promoter (A) = (A) (1)+(A)(2) 4747639 —– 4747639 63.72 4745639 —– 4745639 63.69 -0.03
(B)Public Shareholding
(1) Institutions
(a) Mutual Funds —– 1600 1600 0.02 —– 1600 1600 0.02 —–
(b) Banks / FI —– —– —– —– —– —– —– —– —–
(c) Central Govt —– —– —– —– —– —– —– —–
(d) State Govt(s) —– —– —– —– —– —– —– —– —–
(e) Venture Capital Funds —– —– —– —– —– —– —– —– —–
(f) Insurance Companies —– —– —– —– —– —– —– —– —–
(g) FIIs —– —– —– —– —– —– —– —– —–
(h) Foreign Venture —– —– —– —– —– —– —– —– —–
Capital Funds
(i) Others (specify) —– —– —– —– —– —– —– —– —–
Sub-total (B)(1):- —– 1600 1600 0.02 —– 1600 1600 0.02 —–
2. Non-Institutions
(a) Bodies Corp.
(i) Indian 273307 26400 299707 4.02 338811 26400 365211 4.90 0.88
(ii) Overseas —– —– —– —– —– —– —– —– —–
(b) Individuals
(i) Individual shareholders holding nominal share capital upto Rs. 1 lakh 1207009 160277 1367286 18.35 1164932 145777 1310709 17.59 -0.76
(ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh 937265 —– 937265 12.58 887627 —– 887627 11.91 -0.67
(c) Other (specify)
(i) Non Resident Indians 38647 33400 72047 0.97 42260 29700 71960 0.97 —–
(ii) Overseas Corporate Bodies —– 20100 20100 0.27 —– 20100 20100 0.27 —–
(iii) Clearing Members 5585 —– 5585 0.08 48383 —– 48383 0.65 0.57
Sub-total (B)(2):- 2461813 240177 2701990 36.26 2482013 221977 2703990 36.29 0.03
Total Public Shareholding (B)=(B) (1)+ (B)(2) 2461813 241777 2703590 36.28 2482013 223577 2705590 36.31 0.03
C. Shares held by Custodian for GDRs & ADRs —– —– —– —– —– —– —– —– —–
Grand Total (A+B+C) 7209452 241777 7451229 100.00 7227652 223577 7451229 100.00 —–

(ii) Shareholding of Promoters

Sr. No. Shareholder’s name Shareholding at the beginning of the year Share holding at the end of the year
No. of shares % of total shares of the Company % of Shares/ Pledged/ encumbered to total shares No. of shares % of total shares of the Company % of Shares/ Pledged/ encumbered to total shares % change in shareholding during the year
1 Mrs. P.R. Mehta jointly with Mrs. S.F. Vakil and Mr. F.D. Neterwala* 1687500 22.65 —– —– —– —– (22.65)
2 Mrs. S.F. VAKIL* 998390 13.40 —– 3767963 50.57 —– 37.17
3 Mrs. S.F. Vakil jointly with Mr. F.D. Neterwala and Mrs. P.R. Mehta* 492240 6.61 —– —– —– —– (6.61)
4 Parveenbibi Hamidkhan Malik 316083 4.24 —– 316083 4.24 —– —–
5 Roshan Hoshi Gazdar 308367 4.14 —– 308367 4.14 —– —–
6 Rose Investments Ltd 262800 3.53 —– 262800 3.53 —– —–
7 Chemicals and Ferro Alloys Private Limited* 257000 3.45 —– —– —– —– (3.45)
8 Dhunjishaw M Neterwala* 166500 2.23 —– —– —– —– (2.23)
9 Universal Ferro and Allied Chemicals Limited* 166333 2.23 —– —– —– —– (2.23)
10 Firoze Adi Vakil 78009 1.05 —– 76009 1.02 —– (0.03)
11 Mehernaz Hoshi Gazdar 8833 0.12 —– 8833 0.12 —– —–
12 Hamidkhan Malik 3200 0.04 —– 3200 0.04 —– —–
13 Shireen Hoshi Gazdar 1300 0.02 —– 1300 0.02 —– —–
14 General Pharmaceuticals Private Limited 584 0.01 —– 584 0.01 —– —–
15 Hoshang Rustom Karkaria 300 —– —– 300 —– —– —–
16 Adi H Jehangir 100 —– —– 100 —– —– —–
17 Jehangir H C Jehangir 100 —– —– 100 —– —– —–

* Inter-se transfer of Shares on account of family settlement among promoters andrelatives.

(iii) Change in Promoter’s Shareholding

Sl. No. Shareholder’s name Shareholding at the beginning of the year 01/04/2015 Date Increase / Decrease in shareholding Reason Share holding at the end of the year 31/03/2016
No. of Shares % of total Shares of the Company No. of Shares % of total Shares of the Company
1 Mrs. P. R. Mehta jointly with Mrs. S. F. Vakil and Mr. F. D. 1687500 22.65 01-04-2015
Neterwala* -Closing Balance 04-12-2015 1687500 Inter-se Transfer —– —–
31-03-2016 —– —– —–
2 Shernaz Firoze Vakil 998390 13.40 01-04-2015 —– —– —– —–
—– —– 04-12-2015 2262907 Inter-se Transfer 3261297 43.77
—– —– 08-01-2016 83333 Transmission 3344630 44.89
—– —– 18-03-2016 423333 Inter-se Transfer 3767963 50.57
-Closing Balance —– —– 31-03-2016 —– —– 3767963 50.57
3 Mrs. S. F. Vakil jointly with Mr. F. D. Neterwala and Mrs. P. R. Mehta* 492240 6.61 01-04-2015
04-12-2015 492240 Inter-se Transfer —– —–
-Closing Balance 31-03-2016 —– —– —–
4 Chemicals And Ferro Alloys Private Limited 257000 3.45 01-04-2015
11-03-2016 -257000 Inter-se Transfer —– —–
-Closing Balance 31-03-2016 —– —–
5 Dhunjishaw M Neterwala 166500 2.24 01-04-2015
04-12-2015 -83167 Inter-se Transfer 83333 1.12
08-01-2016 -83333 Transmission —– —–
-Closing Balance 31-03-2016 —– —– —–
6 Universal Ferro And Allied Chemicals Ltd. 166333 2.23 01-04-2015
11-03-2016 -166333 Inter-se Transfer —– —–
-Closing Balance 31-03-2016 —– —–
7 Firoze Adi Vakil 78009 1.05 01-04-2015 —– —– —– —–
—– —– 21-08-2015 -2000 Sale of shares 76009 1.02
-Closing Balance —– —– 31-03-2016 —– —– 76009 1.02

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs):

Sl. No. Shareholder’s name Shareholding Date Increase/ Decrease in shareholding Reason Cumulative Shareholding
No. of shares at the beginning (01.04.2015) and end of Company the year (31.03.2016) % of total Shares of the No. of Shares % of total Shares of the Company
1 Pratiksha Satishchandra Doshi 162128 2.18 1-Apr-2015 —– —– —– —–
-Closing Balance —– —– 31-Mar-2016 —– —– 162128 2.18
2 Ashokkumar Parmar 194230 2.61 1-Apr-2015 —– —– —– —–
—– —– 3-Apr-2015 -500 Transfer 193730 2.6
—– —– 10-Apr-2015 -3058 Transfer 190672 2.56
—– —– 17-Apr-2015 -750 Transfer 189922 2.55
—– —– 24-Apr-2015 -1669 Transfer 188253 2.53
—– —– 1-May-2015 -1505 Transfer 186748 2.51
—– —– 8-May-2015 -1360 Transfer 185388 2.49
—– —– 15-May-2015 -1964 Transfer 183424 2.46
—– —– 22-May-2015 -2484 Transfer 180940 2.43
—– —– 29-May-2015 -2781 Transfer 178159 2.39
—– —– 5-Jun-2015 -2125 Transfer 176034 2.36
—– —– 12-Jun-2015 -400 Transfer 175634 2.36
—– —– 10-Jul-2015 -3071 Transfer 172563 2.32
—– —– 17-Jul-2015 -2700 Transfer 169863 2.28
—– —– 24-Jul-2015 -1420 Transfer 168443 2.26
—– —– 31-Jul-2015 -3768 Transfer 164675 2.21
—– —– 7-Aug-2015 -1780 Transfer 162895 2.19
—– —– 14-Aug-2015 -4778 Transfer 158117 2.12
—– —– 21-Aug-2015 -1514 Transfer 156603 2.10
—– —– 28-Aug-2015 -3000 Transfer 153603 2.06
—– —– 4-Sep-2015 -500 Transfer 153103 2.06
—– —– 11-Sep-2015 -263 Transfer 152840 2.05
—– —– 25-Sep-2015 -50 Transfer 152790 2.05
—– —– 30-Sep-2015 -250 Transfer 152540 2.05
—– —– 9-Oct-2015 -940 Transfer 151600 2.04
—– —– 16-Oct-2015 -1213 Transfer 150387 2.02
—– —– 30-Oct-2015 -1654 Transfer 148733 2.00
—– —– 6-Nov-2015 -3052 Transfer 145681 1.96
—– —– 13-Nov-2015 -2155 Transfer 143526 1.93
—– —– 20-Nov-2015 -2768 Transfer 140758 1.89
—– —– 27-Nov-2015 -1200 Transfer 139558 1.87
—– —– 4-Dec-2015 -1019 Transfer 138539 1.86
—– —– 11-Dec-2015 -1570 Transfer 136969 1.84
—– —– 18-Dec-2015 -806 Transfer 136163 1.83
—– —– 25-Dec-2015 -730 Transfer 135433 1.82
—– —– 31-Dec-2015 -1546 Transfer 133887 1.80
—– —– 15-Jan-2016 -670 Transfer 133217 1.79
—– —– 22-Jan-2016 -2692 Transfer 130525 1.75
—– —– 29-Jan-2016 -1550 Transfer 128975 1.73
—– —– 5-Feb-2016 -1796 Transfer 127179 1.71
—– —– 12-Feb-2016 -2480 Transfer 124699 1.67
—– —– 19-Feb-2016 -660 Transfer 124039 1.67
—– —– 26-Feb-2016 -2783 Transfer 121256 1.63
—– —– 18-Mar-2016 -1628 Transfer 119628 1.61
—– —– 25-Mar-2016 -275 Transfer 119353 1.60
-Closing Balance 119353 1.60 31-Mar-2016 —– —– 119353 1.60
3 Ajinkya Electromelt Pvt Ltd. 113270 1.52 1-Apr-2015 —– —– —– —–
—– —– 15-May-2015 389 Transfer 113659 1.53
—– —– 5-Jun-2015 2036 Transfer 115695 1.55
—– —– 19-Jun-2015 1305 Transfer 117000 1.57
—– —– 18-Mar-2016 1518 Transfer 118518 1.59
—– —– 25-Mar-2016 180 Transfer 118698 1.59
—– —– 28-Mar-2016 23 Transfer 118721 1.59
-Closing Balance 118955 1.60 31-Mar-2016 234 Transfer 118955 1.60
4 Dolly Khanna 78221 1.05 1-Apr-2015 —– —– —– —–
—– —– 17-Apr-2015 1000 Transfer 79221 1.06
—– —– 31-Jul-2015 879 Transfer 80100 1.08
—– —– 7-Aug-2015 1474 Transfer 81574 1.10
—– —– 21-Aug-2015 1073 Transfer 82647 1.11
—– —– 18-Sep-2015 2000 Transfer 84647 1.14
—– —– 30-Sep-2015 1000 Transfer 85647 1.15
—– —– 27-Nov-2015 1000 Transfer 86647 1.16
-Closing Balance 86647 1.16 31-Mar-2016 —– —– 86647 1.16
5 Bhanu Satishchandra Doshi 70328 0.944 1-Apr-2015 —– —– —– —–
-Closing Balance —– —– 31-Mar-2016 —– —– 70328 0.94
6 Hitesh Satishchandra Doshi 70009 0.94 1-Apr-2015 —– —– —– —–
-Closing Balance —– —– 31-Mar-2016 —– —– 70009 0.94
7 Satishchandra Shantilal Doshi 69556 0.93 1-Apr-2015 —– —– —– —–
-Closing Balance —– —– 31-Mar-2016 —– —– 69556 0.93
8 Shirish Joshi 40095 0.54 1-Apr-2015 —– —– —– —–
—– —– 11-Mar-2016 105 Transfer 40200 0.54
-Closing Balance —– —– 31-Mar-2016 —– —– 40200 0.54
9 Ranjeet Singh Sibia 18000 0.24 29-May-2015 —– —– —– —–
—– —– 5-Jun-2015 9709 Transfer 27709 0.37
—– —– 12-Jun-2015 2291 Transfer 30000 0.40
—– —– 3-Jul-2015 1000 Transfer 31000 0.42
—– —– 10-Jul-2015 2000 Transfer 33000 0.44
—– —– 17-Jul-2015 7000 Transfer 40000 0.54
-Closing Balance —– —– 31-Mar-2016 —– —– 40000 0.54
10 India Infoline Limited 120 0.00 3-Apr-2015 —– —– —– —–
—– —– 17-Apr-2015 -68 Transfer 52 0.00
—– —– 8-May-2015 -30 Transfer 22 0.00
—– —– 29-May-2015 53 Transfer 75 0.00
—– —– 30-Jun-2015 -73 Transfer 2 0.00
—– —– 17-Jul-2015 300 Transfer 302 0.00
—– —– 7-Aug-2015 -272 Transfer 30 0.00
—– —– 21-Aug-2015 30 Transfer 60 0.00
—– —– 28-Aug-2015 9877 Transfer 9937 0.13
—– —– 18-Sep-2015 -9927 Transfer 10 0.00
—– —– 30-Sep-2015 528 Transfer 538 0.01
—– —– 9-Oct-2015 -424 Transfer 114 0.00
—– —– 16-Oct-2015 -94 Transfer 20 0.00
—– —– 23-Oct-2015 80 Transfer 100 0.00
—– —– 6-Nov-2015 369 Transfer 469 0.01
—– —– 27-Nov-2015 -414 Transfer 55 0.00
—– —– 4-Dec-2015 5 Transfer 60 0.00
—– —– 11-Dec-2015 500 Transfer 560 0.01
—– —– 25-Dec-2015 -550 Transfer 10 0.00
—– —– 31-Dec-2015 34500 Transfer 34510 0.46
—– —– 8-Jan-2016 -10 Transfer 34500 0.46
—– —– 15-Jan-2016 100 Transfer 34600 0.46
—– —– 22-Jan-2016 -100 Transfer 34500 0.46
—– —– 29-Jan-2016 200 Transfer 34700 0.47
—– —– 5-Feb-2016 -200 Transfer 34500 0.46
—– —– 18-Mar-2016 50 Transfer 34550 0.46
—– —– 25-Mar-2016 -50 Transfer 34500 0.46
-Closing Balance 34501 0.463 31-Mar-2016 1 —– 34501 0.46

Note : All the above transactions relates to Market Sale / Purchase.

(v) Shareholding of Directors and Key Managerial Personnel:

Sl. No. Directors and KMP Shareholding at the beginning of the year 01/04/2015 Date Increase / Decrese in shareholding Reason Share holding at the end of the Year 31/03/2016
No. of Shares % of total Shares of the company No. of Shares % of total Shares of the company
1 Mrs. S. F. Vakil Chairperson & Managing Director 998390 13.40 01-04-2015 —– —– —– —–
—– —– 04-12-2015 2262907 Inter-se Transfer 3261297 43.77
—– —– 08-01-2016 83333 Transmission 3344630 44.89
—– —– 18-03-2016 423333 Inter-se Transfer 3767963 50.57
-Closing Balance —– —– 31-03-2016 —– —– 3767963 50.57
2 Mr. A. H. Jehangir Director 100 —– 01-04-2015 —– —– —– —–
-Closing Balance —– —– 31-03-2016 —– —– 100 —–

Note : None of the KMP/ Directors except Mrs. S. F. Vakil & Mr. A. H. Jehangirholds shares in the Company.

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/ accured but not due forpayment:

(Amount in Rs.)
Particulars Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year;
i) Principal Amount 1231534 —– —– 1231534
ii) Interest due but not paid —– —– —– —–
iii) Interest accrued but not due —– —– —– —–
Total (i+ii+iii) 12315324 —– —– 1231534
Change in Indebtedness during the financial year ;
a) Addition 5994212 —– —– 5994212
b) Reduction (364995) —– —– (364995)
Net Change 5629217 —– —– 5629217
Indebtedness at the end of the financial year;
i) Principal Amount 6860751 —– —– 6860751
ii) Interest due but not paid —– —– —– —–
iii) Interest accrued but not due —– —– —– —–
Total (i+ii+iii) 6860751 —– —– 6860751

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director

(Amount in Rs.)
Sl. No. Particulars of Remuneration Mrs. S. F. Vakil Chairperson
& Managing Director
1 Gross salary 9737099/-
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961
b) Value of perquisites u/s 17(2) Income-tax Act1961 1747035/-
(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961 Nil
2 Stock Option Nil
3 Sweat Equity Nil
4 Commission Nil
- as % of profit
- others specify…
5 Others please specify Nil
Total (A) 11484134/-
Ceiling as per the Companies Act: Remuneration paid as per Central Government Approval dated 16.12.13 and Special Resolution passed at the AGM dated 31.07.13

B. Remuneration to other Directors:

(Amount in Rs.)
Sl. No. Particulars of Remuneration

Name of Non-Executive Directors

Total Amount
1 Independent Directors Dr. A. M. Naik Mr. K. D. Patel Mr. K. M. Elavia
a) Fee for attending Board/ Committee meeting 360000/- 310000/- 295000/- 965000/-
b) Commission N.A. N.A. N.A. N.A.
c) Others please specify Nil Nil Nil Nil
Total (1) 360000/- 310000/- 295000/- 965000/-
2 Other Non-Executive Mr. A. H. Jehangir
Directors
a. Fee for attending Board/ Committee meetings 260000/- 260000/-
b. Commission N.A. N.A.
c. Others please specify Nil Nil
Total (2) 260000/- 260000/-
Total (B)=(1+2) 1225000/-
Total Managerial Remuneration (A)+(B) 12709134/-

Overall Ceiling as per the Act:- 1% of net profits excluding sitting fees paid forattending Board/Committee Meetings.

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD

(amount in Rs.)

Sl. No. Particulars of Remuneration Key Managerial Personnel
Mrs. Kavita Thadeshwar Mr. Nitin Nimkar Total
(Company Secretary) (Chief Financial Officer)
1 Gross salary 1962600/- 3101200/- 5063800/-
(a)Salary as per provisions contained in section 17(1) of the Income-tax Act 1961
b) Value of perquisites u/s 17(2) Income-tax Act1961 Nil 3853/- 3853/-
(c)Profits in lieu of salary under section 17(3) Income-tax Act 1961 Nil Nil Nil
2 Stock Option Nil Nil Nil
3 Sweat Equity Nil Nil Nil
4 Commission Nil Nil Nil
- as % of profit Nil Nil Nil
- others specify… Nil Nil Nil
5 Others please specify Nil Nil Nil
Total 1962600/- 3105053/- 5067653/-

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT /COURT] Appeal made if any (give Details)
A. COMPANY
Penalty
Punishment NIL
Compounding
B. DIRECTORS
Penalty
Punishment NIL
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment NIL
Compounding

ANNEXURE ‘D’ TO THE DIRECTORS REPORT

INFORMATION REQUIRED AS PER SECTION 134(3)(m) OF THE COMPANIES ACT 2013 AND FORMINGPART OF THE DIRECTORS’ REPORT FOR THE YEAR ENDED 31ST MARCH 2016.

Form A & B Report:

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo:

FORM ‘A’ FOR DISCLOSURE OF CONSERVATION OF ENERGY

I. Conservation of Energy:

(a) ENERGY CONSERVATION MEASURES TAKEN:

i. VFD and utility water supply pumps installed for new PPD.

ii. Hurricane turbo ventilators installed.

iii. Natural draft jet cooling tower installed in pump house instead of forced draftcooling tower.

iv. Water audit carried out for conservation of water. ETP Treated water afterBacterial treatment is mixed with fresh MIDC water to conserve water.

v. Few Batch processes scaled up/modified for saving of process energy and time.

(b) ADDITIONAL INVESTMENT PROPOSAL IF ANY BEING IMPLEMENTED FOR REDUCTION OF ENERGY

i. Replacement of Road lights with energy efficient LED lights in phased manner.

(c) IMPACT OF THE MEASURES AT (a) & (b) ABOVE FOR REDUCTION OF ENERGY CONSERVATIONAND CONSEQUENT IMPACT ON THE COST OF PRODUCTION OF GOODS.

The above measures will result in energy manpower water saving and consequentreduction in the cost of production.

(d) TOTAL ENERGY CONSUMPTION PER UNIT OF PRODUCTION AS PER FORM A:

Sr. No Description 2015-16 2014-15
A. Power and fuel consumption
1. ELECTRICITY
(a) Purchased
Units(KWH) 2449466 2445368
Purchased cost of units (Rs.) 19159384 17411560
Rate per unit purchased 7.82 7.12
(b) Own generation
(i) Through Diesel Generator
No of units Generated (KWH) 14847 14325
Diesel Oil consumed (KL) 4.99 5.11
Cost of Diesel Oil consumed (Rs.) 273798 285254
Cost of Diesel/Unit generated (Rs.) 18.44 19.91
(ii) Through Steam Turbine Generator Nil Nil
2. COAL USED
No of Units consumed (KG) Nil Nil
Purchase cost (Rs.) Nil Nil
Rate per unit Nil Nil
3. FURNACE OIL
Furnace oil consumed (KL) 196.29 95.04
Cost of Furnace oil consumed (Rs.) 4217849 3773260
Average rate (Rs./Lt.) 21.49 39.70
4. BIO-FUEL BRIQUETTES
Bio fuel briquettes consumed (MT) 2495.79 2749.37
Cost of B.F. briquettes consumed (Rs.) 15293661 16408866
Average rate (Rs./KG) 6.13 5.97
B Consumption per unit of production in MT
Electricity-KWH/Ton 198.34 215.77
Furnace Oil -(Lt./ Ton) 907.95 251.85
Briquettes – (Ton / Ton) 0.20 0.23

FORM ‘B’ FOR DISCLOSURE OF PARTICULARS WITH RESPECT OF TECHNOLOGY ABSORPTION

II. RESEARCH & DEVELOPMENT:

1. Specific areas in which research & development activities were carried out bythe company:

i. New Products development were taken up for products like new range of Pour PointDepressants APEO free anionic emulsifier for paint industry additives for Rayonindustry mercerizing agents for Textile processing Alkyl Polyglucosides.

ii. Cost reduction Process modification and performance improvement of existing PPDsand superplasticizers and pigment dispersants.

2. Benefits derived from these research and development projects:

i. New range of value added pour point depressants are introduced into the exportmarket and could achieve good business volumes.

ii. The scope of low cost construction chemicals would enhance under the current focuson infrastructure.

iii. Enhanced business with Rayon industry is anticipated.

iv. With the improved version of pigment dispersant scope of increasing the volume ofbusiness is enhanced.

v. New type of surfactant from renewable resources would open up new applications basedon green and value added chemistry

vi. More APEO free surfactants were added into the current range.

3. The future plan for research & development activities :

R&D would continue to work towards development of greener chemistries based onvalue added products specialty surfactants pour point depressants for differentapplications new products for concrete industry and different grades of alkylpolyglucosides in addition to efforts on process modification and product qualityimprovement of existing products.

4. Expenditure on R&D during the year

Capital – Rs. 78565/-
Recurring – Rs. 13451168/-

Total R&D expenditure as a percentage of turnover: 1.08%

III. Technology absorption adaptation and Innovation

1. New products have been developed and existing products have been improved withrespect to process and quality.

2. Certain new products have been scaled up to higher batch level.

3. During last 5 years no technology was imported.

IV. Foreign Exchange Earning and outgo:

Foreign Exchange Earned Rs. 422.98 millions
Foreign Exchange used for imports and other remittance Rs. 138.89 millions

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