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India Glycols Ltd.

BSE: 500201 Sector: Industrials
NSE: INDIAGLYCO ISIN Code: INE560A01015
BSE LIVE 15:40 | 16 Aug 167.55 6.20
(3.84%)
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162.70

HIGH

169.25

LOW

162.70

NSE 15:49 | 16 Aug 167.30 5.85
(3.62%)
OPEN

163.10

HIGH

169.15

LOW

163.10

OPEN 162.70
PREVIOUS CLOSE 161.35
VOLUME 16561
52-Week high 211.00
52-Week low 93.15
P/E 12.73
Mkt Cap.(Rs cr) 519
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 162.70
CLOSE 161.35
VOLUME 16561
52-Week high 211.00
52-Week low 93.15
P/E 12.73
Mkt Cap.(Rs cr) 519
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

India Glycols Ltd. (INDIAGLYCO) - Director Report

Company director report

To The Member

Your Directors are pleased to present the 32nd Annual Report on the businessand operations of the Company together with the Audited Financial Statements of yourCompany for the financial year ended 31st March 2016.

FINANCIAL RESULTS

(Rs in Crores) (except earning per share)

Year ended 31.03.2016 Year ended 31.03.2015
Sales and other Income 2329 2601
Earnings before Interest Taxes Depreciation and Amortization 194 180
Profit/(Loss) before Depreciation and Amortization Exceptional Item and Tax 61 23
Exceptional Item (Net) 60 58
Depreciation 53 81
Profit /(Loss) before Tax (52) (116)
Provision for Tax (18) (55)
Net Profit/(Loss) (34) (61)
Earning Per Share (In Rs) (11.03) (19.81)

DIVIDEND

In view of the financial performance of your Company your Directors have notrecommended any dividend for the financial year 2015-16.

PERFORMANCE REVIEW

During the FY 2015-16 on a standalone basis your Company recorded a total revenue ofRs 2329 Crores as compared to Rs 2601 Crores in FY 2014-15 a decrease of about 10.46%.The loss after depreciation exceptional items and tax for FY 2015-16 was Rs 34 Crores ascompared to loss of Rs 61 Crores incurred during the FY 2014-15. The performance of theCompany remained weak on account of lower Monoethylene Glycol (MEG) prices due to reducedcrude oil prices. Also the demand for Guar Gum remained low due to sluggish demand fromthe major consuming sector which is US shale.The performance was further affected asdomestic prices of our feedstock viz. molasses and alcohol were high on account of pooravailability of ethanol and diversion of ethanol towards the implementation of EthanolBlending with Petrol (EBP) Program of Government of India at an unrealistic and exorbitantprice resulting in a sharp increase in the prices of ethanol locally.

During the year under review no amount has been transferred to reserves.

Further during the first quarter ended 30th June 2016 your Companyrecorded total revenue of Rs 608 Crores and earned a profit after tax (PAT) of Rs 7.80Crores.

AWARDS AND RECOGNITIONS

Your Company has been awarded the grand gold award for sixth year in a row by MondeSelection Committee Belgium for attaining high level of quality for Extra NeutralAlcohol (ENA).

CHEMICALS

The Company is the largest manufacturer of Bio-Mono Ethylene Glycol (Bio-MEG) in theworld made out of renewable feedstock i.e. Molasses and Ethanol. Bio-MEG has anapplication inter-alia in making PET bottles which is used for packaging of beverageproducts.

Sales of Glycols [Monoethylene Glycol (MEG) Diethylene Glycol (DeG) TriethyleneGlycol (TEG) and Heavy Glycols] have increased from 90140 MT in fY 2014-15 to 94268 MTin FY 2015-16. However due to low international prices of the Glycols the sales valuedecreased from Rs706 Crores to Rs 700 Crores respectively.

Sales under Ethylene Oxide Derivatives (EOD) business decreased to 95000 MT in FY2015-16 from 99034 MT during previous year and resultantly the sales value alsodecreased from Rs 1109 Crores to Rs 974 Crores respectively. Sales were adverselyaffected due to steep drop in realizations as well as slowdown in key consuming marketslike China.

During the year your Company produced 96245 MT of Glycols compared to 93029 MT lastyear. Ethylene Oxide Derivatives (EODs) production has been 108528 MT compared to136837 MT last year.

EXPORTS

During the year under review your Company has achieved total export sales value of Rs873 Crores as compared to Rs1030 Crores during last year. The decline in exports can beattributed to decline in sales of Glycol Ether & Acetates in view of steep drop inrealisations and slowdown in key markets like China. Your Company hopes to achievereasonable growth in the overall export sales in the current year though the marketconditions remain extremely challenging. Company has been granted RsOne Star ExportHouseRs status by Government of India.

ETHYL ALCOHOL (POTABLE) & EXTRA NEUTRAL ALCOHOL

During the year your Company registered total sales value of Rs 1150 Crores ascompared to Rs 691 Crores last year in the Ethyl Alcohol (Potable) division. During theyear thrust was given on the export of high quality Extra Neutral Alcohol (ENA) and theCompany has gained the position of premium quality ENA suppliers in the internationalmarkets.

Your Company has a tie-up with Bacardi for bottling of their products at our Kashipurbottling unit and Bacardi has also started the bottling of more brands at our bottlingfacility at Kashipur.

Your Company is having license for operations in and sale of Country Liquor and IndianMade Foreign Liquor (IMFL) in the States of Uttar Pradesh and Uttarakhand. Company hadlaunched its premium products under the brand name of "V2O Vodka" inthree flavors viz. Orange Green Apple and Smooth in Vodka category and Soulmate in Whiskycategory. We have also extended the launch of Beach House Premium XXX Rum. Beach HousePremium Rum for supply to Indian Defense forces through CSD has been approved.

ENNATURE BIO-PHARMA DIVISION (100% EXPORT ORIENTED UNDERTAKING)

Your Company has a 100% Export Oriented Unit (100% EOU) by the name of EnnatureBio-pharma division. The unit had established Supercritical Fluid Extraction- CO2 andsolvent extraction facility at Dehradun. The unit is Current Good Manufacturing Practices(CGMP) ISO 9001 ISO 22000 Hazard Analysis and Critical Control Points (HACCP) Kosherand Halal certified. The R&D center at Ennature Bio-Pharma plant at Dehradun isworking vigorously on the process of stabilizing and developing variousPhytopharmaceutical and Nutraceutical products for the developed markets.

The Company has become a qualified supplier to many large conglomerates worldwide fornatural colors nutraceuticals health supplements and plant based Active PharmaceuticalsIngredients (APIs). Company has established its name as a quality manufacturer andsupplier with stringent Quality Control (QC) and Quality Assurance (QA) controls in place.

During the year 2015-16 as a result of taking several initiatives for improvingfunctioning of the division sales value of Ennature Bio-Pharma division increased to Rs79 Crores as compared to Rs 68 Crores of last year registering a growth of over 16%. Bothdomestic & exports sales have increased and existing products sales have increasedwith increase in the customer base and more usage from the old customers.

Your Company has developed process for manufacturing Vinpocetine from tabersonine. TheR&D pilot sample has been approved by prospective buyers. The technology demonstrationfor commercial production has been done successfully. Process for manufacturing Curcumininvolving green solvent ethanol has been developed and technology transfer has beencarried for commercial production.

Your Company is working towards creating value for its generic products by brandingrepositioning & generating technical backup with the help of professional institutes.

INDUSTRIAL GASES

During the year under review the Company produced 21235 MT of Oxygen and 1074 MT ofNitrogen. Both Oxygen and Nitrogen were sold in the market and also used for in houserequirement. In addition Argon of 3100 MT was also produced and its sales were 3096 MT.

Industrial Gas Division also produced Beverage and Industrial Grade Liquid CarbonDi-oxide (LCO2) at Kashipur. During the year your Company has produced 27095MT of LCO2 and its sale was 27474 MT.

Your Company also produced ETO (Ethylene Oxide & Carbon Dioxide Gas Mixtures) underthe trade name IGL-STERI GAS at its Kashipur Plant. It is suitable for sterilization ofDisposable Surgical & Medical Devices spices and packing substances like rubberplastic etc. The Company has in house facility for production of EO and LCO2which are also used in production of ETO and as such it is the only plant in India to havesuch manufacturing facility which gives us a distinct edge over other suppliers in themarket. During the year under review the Company has sold 928 MT of Steri Gas as comparedto 913 Mt in the last year.

Further the Industrial Gases segment registered total sales of all gases of Rs 38Crores which was same during the last year.

BIOMASS

India's first multi-feedstock continuous flow plant is under trials at Company'sKashipur site with capacity of 10 ton per day biomass processing. This plant is based onthe technology developed by the DBT-ICT Centre for Energy Biosciences at the Institute ofChemical Technology Mumbai with the support of the Department of Biotechnology Ministryof Science and Technology. This Technology is a novel indigenous technology designed forhandling all types of agricultural residues like Bagasse Rice Straw Wheat Straw BambooCotton Stalk Corn Stover Wood chips etc. with optimum product yields. The technology andthe plant is projected to be capable of converting any biomass feedstock to alcohol inless than 24 hours.

FUTURE OUTLOOK OR EXPANSION / MODERNISATION / DIVERSIFICATION PLANS

Your Company is continuously looking for growth opportunities and to reduce its cost ofproduction.

Further the Company as part of long term strategy is shifting from commodity toniche markets and speciality products and would divert Ethylene Oxide (EO) molecule forBio-MEG and EO Derivative/ Speciality products which will give us better returns. TheCompany is promoting Glycols as Bio/ Green MEG to potential customers interested inmeeting their objective of using environment friendly chemicals made from naturalrenewable resources. The Company has converted this concept into a good businessopportunity which will gradually enable full capacity utilization with better realization.Moreover the niche markets of Bio-MEG in the packaged water automobile personal careand cosmetics are going to give the Company better margins.

Further as a part of expansion of Ethoxylates the Company has initiated promotion ofBio-Ethoxylates in the international market which is gaining acceptability and can be goodopportunity for better realization in the niche market segments. Also efforts have beenmade to widen the product portfolio (Natural Health Products) for green supercriticalfluid extraction technology with value addition and business growth.

The enrichment of Marigold Lutein ester extracted by solvent for preparation of luteinwas developed. New proprietary formula of Charatin-KLA from SCF-CO2 extractedMomordica Charantia and its polypeptide was developed. The efficacy of same is beingevaluated to contain sugar level in diabetic patients. The Company has further developed aprocess for manufacturing Curcumin involving green solvent ethanol and also the processfor manufacturing Vinpocetine from Tabersonine.

FINANCE

During the year under review your Company has raised term loans of Rs 29Crores. Further your Company has raised USD 114 million (Rs 726.42 Crores) through longterm export advances for a period of 10 years in terms of Reserve Bank of India (RBI)guidelines. Out of the proceeds the Company has pre-paid the term loan of Rs 553Crores and Rs 170 Crores has been deployed towards reduction in working capitallimits. The Company has also paid term loans of Rs 91 Crores during the year.

The Company has been regular in meeting its obligations towards payment ofprincipal/interest to Financial Institutions/Banks. Details of the Loans Guarantees andInvestments etc. covered under the provisions of Section 186 of the Companies Act 2013are provided in the notes to the standalone financial statements which forms part of theAnnual Report.

The Company had discontinued its fixed deposits scheme in the FY 2009-10 and has notaccepted any fresh deposits covered under Chapter V of the Companies Act 2013 during theyear. There are no overdue deposits except unclaimed deposits amounting to Rs 1.32lacs. During the year unclaimed deposit of Rs 1.27 lacs was transferred toInvestor Education and Protection Fund (IEPF).

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company periodically discusses and reviews at its Audit Committee and with itsauditors the effectiveness of the internal financial control measures implemented by theCompany including with reference to the Financial Statements of the Company.

The Company has a proper and adequate system of internal financial controls whichincludes the policies and procedures for ensuring the orderly and efficient conduct of itsbusiness including adherence to Company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information.

LISTING OF SECURITIES

The shares of the Company are listed on BSE Limited (BSE) and the National StockExchange of India Limited (NSE). The annual listing fees for the year 2016-17 has beenpaid in advance to the Stock Exchanges. Pursuant to the SEBI Listing Regulations theCompany has entered into Listing Agreement in the newly prescribed format with the StockExchanges.

SUBSIDIARY COMPANIES AND JOINT VENTURE AND CONSOLIDATED FINANCIAL STATEMENTS

As on 31st March 2015 the Company had Five (5) subsidiaries and One (1)joint venture company. Further during the year under review One (1) subsidiary namelyIGL Infrastructure Private Limited ceased to be subsidiary w.e.f. 14thSeptember 2015. A brief of each of them is given below:

Shakumbari Sugar and Allied Industries Limited

The Company operates a sugar manufacturing plant in the state of Uttar Pradesh throughits subsidiary Company Shakumbari Sugar and Allied Industries Ltd. (SSAIL) with a crushingcapacity of 7500 tons crushed per day (TCD) alongwith a modern distillery of 65 KL perday (KLPD) producing high quality rectified spirit and an internal bagasse firedco-generation plant of 11 MW catering to the captive power needs of the sugar anddistillery units.

The net worth of SSAIL has been completely eroded due to accumulated losses andtherefore SSAIL has been declared a Sick Industrial Company under the provisions ofSection 3(1)(o) of the Sick Industrial Companies (Special Provisions) Act 1985 (SICA)after obtaining necessary consents from its secured lenders including Central Bank ofIndia IDBI Bank Ltd. Axis Bank etc. IDBI Bank Ltd. being the Operating Agency hasprepared and submitted the draft revival scheme for SSAIL and the final order of the BIFRon revival of SSAIL is awaited. During the year no operations at the sugar manufacturingplant were carried out due to mounting debt burden of the Company lack of adequateworking capital and the uneconomical sugar scenario in the State of Uttar Pradesh. Duringthe year ended 31st March 2016 SSAIL has suffered a loss of Rs 10.24Crores.

IGL Finance Limited

IGL Finance Ltd. (IGLFL) is a 100% subsidiary of the Company. IGLFL had invested fundsin short term commodity financing contracts of the National Spot Exchange Ltd. (NSEL).Even though NSEL has defaulted in settling the contracts on due dates IGLFL is confidentof recovery of its dues from NSEL over a period of time in view of the action taken by theGovernment and other investigating agencies. IGLFL has so far recovered Rs 1031lacs from NSEL. During the year ended 31st March 2016 IGLFL has suffered aloss of Rs 1.14 lacs.

IGL Chem International Pte. Ltd.

IGL Chem International Pte. Ltd. is a 100% subsidiary of the Company in Singapore toaugment its activities in South Eastern region and help the marketing of products fromChemical Plant Natural Gums Plant and Supercritical Fluid Extraction facility to largebuyers in US Europe and South East Asia. During the year ended 31st March2016 IGL Chem International Pte. Ltd. has suffered a loss of Rs11.50 lacs.

IGL Chem International USA LLC

Your Company has also set up a 100% subsidiary company in USA named as IGL ChemInternational USA LLC with the main objective of marketing of the Company's products andrelated activities in the American and Latin American regions. During the year ended 31 stMarch 2016 IGL Chem International Pte. Ltd. has suffered a loss of Rs 232.05lacs.

IGL Infrastructure Private Limited

IGL Infrastructure Pvt. Ltd. was incorporated on 13th October 2014 as a100% subsidiary company with the objectives of acquiring land estates buildingstenements and other property of every description whether freehold or leasehold or othertenure by purchase lease exchange hire or otherwise. During the year under review theCompany sold whole of its investment in IGL Infrastructure Pvt. Ltd. at a value determinedby an independent valuer in order to bring down the debt and improve the liquidityposition of the Company. Thereafter IGL Infrastructure Pvt. Ltd. ceased to be asubsidiary of India Glycols Limited w.e.f. 14th September 2015.

Kashipur Infrastructure and Freight Terminal Private Limited

Your Company has a Joint Venture with Apollo Logisolutions Limited ("ALS")under the name Kashipur Infrastructure and Freight Terminal Private Limited (KIFTL)through which a Private Freight Terminal (PFT) and Inland Container Depot (ICD) have beenset up for providing railway based logistic services and other facilities at Bazpur RoadKashipur Uttarakhand as provided under extant guidelines of the Indian Railways.

ALS is engaged in the business of offering complete and comprehensive services relatingto container freight station transportation of containers cargo handling and has therequisite technical expertise to operate and manage inland container depot. The Companyholds 48.90% of the share capital of KIFTL while 51.10% of the share capital is held byALS.

KIFTL will develop manage and operate Private Freight Terminal (PFT) and InlandContainer Depot (ICD) at Kashipur Uttarakhand. The facility is expected to be operationalby Q2 of this financial year.

The facility shall provide multi-modal logistics solutions to our Company and externalcustomers and enhance its service delivery capacity. With the commissioning of thisfacility logistics movement for both inbound and outbound cargo would become moredependable reliable and economical would also ensure on-time delivery of goods andenable better inventory management.

The consolidated financial statements of the Company and its subsidiaries jointventure prepared in accordance with the applicable accounting standards issued by theInstitute of Chartered Accountants of India (ICAI) forms part of this Annual Report.Pursuant to the provisions of Section 136 of the Act financial statements of thesubsidiary companies are not required to be sent to the members of the Company. TheCompany will provide a copy of separate annual accounts in respect of each of itssubsidiary/associate to any member of the Company if so desired and said annual accountswill also be kept open for inspection at the registered office of the Company. Furtherthe audited annual account of the subsidiary companies are also available on the websideof the Company viz. www.indiaglycols.com.

A separate statement containing salient features of the financial statements ofsubsidiaries Joint venture under first proviso to sub-section (3) of section 129 in FormAOC-1 forms part of the financial statements.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

During the year under review as advised by the State Bank of India (SBI) a lenderyour Board of Directors approved the appointment of Shri Ashwini Kumar Sharma (DIN:00157371) on the Board of the Company as Nominee Director of SBI w.e.f. 1stSeptember 2015 for a period of 2 years till 31st August 2017.

Further Shri Ramesh Chandra Misra veteran Board member and Chairman of the AuditCommittee of the Board of Directors left for his heavenly abode on 28th April2016. He was the member of the Board since 24th November 1987. The Boardexpresses its sincere gratitude to Late Shri Ramesh Chandra Misra for his valuablecontribution to the deliberations in the Board and Committee meetings.

On the recommendation of the Nomination and Remuneration Committee the Board ofDirectors in its meeting held on 11th February 2016 approved there-appointment of Shri U.S. Bhartia (DIN: 00063091) as Chairman and Managing Director ofthe Company for a further period of five (5) years w.e.f 1st April 2016 upto31st March 2021 along with proposed remuneration subject to the approval ofthe Shareholders of the Company in ensuing Annual General Meeting.

Shri M.K. Rao (DIN: 02168280) Executive Director of the Company is retiring byrotation at the forthcoming Annual General Meeting and being eligible offers himself forreappointment. Your Directors recommend the re-appointment of Shri M.K. Rao the retiringDirector for your approval.

Brief resume of the Directors seeking appointment and re-appointment along with theirother details as stipulated under Regulation 36 of SEBI (Listing Obligations and

Disclosure Requirements) Regulation 2015 are provided in the Notice for conveningAnnual General Meeting and Corporate Governance Report.

All the Independent Directors have furnished declarations that they fulfill thecriteria of Independence as prescribed under Section 149(6) of the Act.

During the Financial Year 2015-16 Four (4) Board Meetings were held. The details ofthe Board Meetings and the attendance of the Directors thereat are provided in theCorporate Governance Report and forms part of this report. Further during the year underreview Shri Lalit Kumar Sharma resigned as Company Secretary/KMP with effect from 31stMay 2015 and was superseded by Shri Kapil Bhalla with effect from 24th June2015 who resigned with effect from 15th April 2016. Thereafter Shri AnkurJain joined as Company Secretary and Compliance Officer/ KMP with effect from 1stJuly 2016.

BOARD EVALUATION

Pursuant to the applicable provisions of the Companies Act 2013 and SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 the Board has carried outthe annual performance evaluation of its own performance the Directors individually aswell as the evaluation of Board Committees. The evaluation was carried out based onparameters such as level of engagement and contribution independence of judgementsafeguarding the interest of the Company and all stakeholders etc.

The performance evaluation of the Independent Directors was done by the entire Boardexcluding the Directors being evaluated. The performance evaluation of the Chairman Boardas a whole and the Non-Independent Directors was carried out by the Independent Directors.The Board of Directors expressed their satisfaction with the evaluation process.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy containing guiding principles for payment ofremuneration to Directors Senior Management and Key Managerial Personnel along with Boardevaluation criteria are provided in the Corporate Governance Report and forms part of thisReport.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT2013

In accordance with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 the Company has constituted an InternalComplaints Committee where any grievance of sexual harassment at workplace can bereported. No complaint pertaining to sexual harassment at workplace has been reported tothe Committee during the financial year ended 31st March 2016.

The Company has also adopted policy on prevention of Sexual Harassment at workplace.The objective of the policy is to provide its women employees a workplace free fromharassment/discrimination and that every employee is treated with dignity and respect. Thesaid policy is available on the website of the Company i.e. www.indiaglycols.com under link:

http://www.indiaglycols.com/investors/downloads/policy-for-prevention-and-redressal-of-sexual-harrasment-of- women-at-workplace.pdf.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of provisions of Section 177 of the Companies Act 2013 read with Rulesthereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015(erstwhile Listing Agreement with Stock Exchanges) the Company has established a VigilMechanism / Whistle Blower Policy to deal with the instances of fraud and mismanagement.

The details of the Vigil Mechanism/ Whistle Blower Policy are provided in the CorporateGovernance Report and also hosted on the website of the Company (http://www.indiaglycols.com/investors/downloads/vigil-mechanism- policy.pdf).

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of provisions of Section 134(5) of the Companies Act 2013 your Directorsconfirm that:

(a) i n the preparation of the annual accounts for the year ended 31stMarch 2016 the applicable accounting standards had been followed along with properexplanation relating to material departures;

(b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at 31st March 2016 and the profitand loss of the company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down the internal financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively; and

(f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required under SEBI (ListingObligations and Disclosure Requirements)

Regulations 2015 (erstwhile Listing Agreement with Stock Exchanges) forms part of thisReport.

CORPORATE GOVERNANCE

The Corporate Governance Report as stipulated under Schedule V(C) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (erstwhile Clause 49 of theListing Agreement) forms part of this Report.

The requisite certificate from the Statutory Auditors of the Company M/s Lodha &Co. Chartered Accountants confirming compliance with the conditions of corporategovernance as stipulated under the aforesaid provisions is attached to CorporateGovernance Report.

STATUTORY AUDITORS & AUDIT REPORT

Statutory Auditors

The Auditors M/s. Lodha & Co. Chartered Accountants retire at the ensuing AnnualGeneral Meeting and offer themselves for re-appointment. The Board recommends theappointment of M/s Lodha & Co. as the Statutory Auditors from the conclusion of theensuing Annual General Meeting till the conclusion of the next Annual General Meeting.M/s. Lodha & Co. Chartered Accountants have confirmed that they are eligible underSection 139 and Section 141 of the Companies Act 2013 and Rules framed thereunder forappointment as Auditors of the Company. The Auditors have also confirmed that they hold avalid certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India (ICAI).

Auditor's Report

The Auditors in their Audit Report on the standalone financial statements have invitedthe attention of the Shareholders towards non-provisioning against (i) diminution in thevalue of investment in its Subsidiary Company Shakumbari Sugar and Allied IndustriesLimited (SSAlL) amounting to Rs 54.28 Crores and (ii) Inter Corporate Deposits andadvances amounting to Rs103.69 Crores. The Auditors in their Audit Report on thestandalone and consolidated financial statements have also invited the attention of theShareholders towards Corporate Guarantee extended by the Company amounting to Rs108.45Crores on behalf of SSAIL against outstanding amount of Financial Institutions and Banks.The Company has already provided its clarification as contained in note no. 33(A) of thestandalone financial statements i.e. considering the intrinsic value of the investeeassets long term nature of investment and filing of TEV (Technical Evaluation Study)report and revival scheme by the Operating Agency (OA)

i.e. IDBI Bank Ltd. so appointed as directed by the HonRsble Board for Industrial andFinancial Reconstruction (BIFR) no provision at this stage is considered necessary by themanagement against investments made in above stated subsidiary namely SSAIL. Also ascontained in note no 33 (A) of the standalone financial statement read with note no. 34 ofthe consolidated financial statement Central

Bank of India (CBOI) vide its letter dated 28th May 2014 had issued anotice under Section 13(2) of SaRfAESI Act 2002 to SSAIL and the Company. The said noticewas replied by SSAIL and the Company challenging the legality of issuance of such notices.CBOI thereafter on 11th September 2014 had issued another notice underSection 13(4) of SARFAESI on SSAIL and the Company which has been challenged at DRTLucknow. As per the legal opinion the notice issued by the CBOI is not valid since SSAILis registered with BIFR as sick industrial Company. Meanwhile BIFR vide its order dated24th September 2015 has rejected the appeal of CBOI for seeking recoverycertificate. Against the said order of BIFR CBOI has filed an appeal before AppellateAuthority for Industrial and Financial Reconstruction (AAIFR) which is pending.Accordingly the Company is confident that amount is considered good and fully recoverableand no provision there against & also against Corporate Guarantee extended by theCompany on behalf of SSAIL is considered necessary by the management.

The Auditors in their report on standalone financial statements have also invited theattention of the Shareholders towards non-provisioning by the Company against totalexposure amounting to Rs 147.75 Crores in its 100% subsidiary Company IGL Finance Limited(IGLFL) and towards the non-provisioning of Rs 144.44 Crores in its report on consolidatedfinancial statements. The Company has also provided its clarification as contained in Noteno. 33 (B) of the standalone financial statements and Note no. 32 of the consolidatedfinancial statements i.e. the Company has total exposure of Rs 147.75 Crores (includingInvestment in capital of Rs 1.25 Crores) in IGLFL. IGLFL in earlier year had investedfunds for short term in commodity financing contracts offered by National Spot ExchangeLtd. (NSEL). NSEL had defaulted in settling the contracts on due dates for which IGLFLhas initiated legal and other action and in turn IGLFL did not pay due amount to theCompany. Accordingly considering the prudence no interest on above ICD has been accruedfor the period from 1st September 2013 onwards. Further considering thearrangement of merger of NSEL with Financial Technologies (India) Limited (FTIL) and othermeasure which have so far been taken for and pending before the Government and otherauthorities the management and IGLFL is confident for recovery of dues from NSEL over aperiod of time. Considering above no provision has been considered necessary at this stageagainst total exposure in IGLFL of Rs 147.75 Crores (including Investment in capital ofRs1.25 Crores) and the same is considered good and fully recoverable by the management.

Further the Auditors in their report on standalone financial statements have alsoinvited the attention of the Shareholders regarding letters received by the Company dated30th October 2014 and 5th May 2015 from National Stock Exchange ofIndia Ltd. (NSE) wherein the Company has been advised to reinstate its financialstatement

w.r.t. qualification raised for the years FY 2012-13 by the statutory auditor oninvestments and loans to SSAIL and suitably rectify the qualification raised for the yearFY 2013-14 by the statutory auditor w.r.t. investment and loan to IGLFL respectively.Based on the legal advice the Company has made submissions before the SEBI/NSE andprovided clarification on the same (note no 33 (C)). Thereafter no further communicationhas been received by the Company in the matter.

The Auditors in their report on the consolidated financial statements have invited theattention of the Shareholders towards the non-provisioning of interest amounting to Rs20.80 Crores (excluding penal interest charges etc. amount unascertained) and pendingconfirmation of secured loans related with a subsidiary company i.e. SSAIL. Alsopreparation of financial statements of SSAIL on going concern basis. The Company has alsoprovided its clarification as contained in Note no. 47(b) (iii) of the consolidatedfinancial statements i.e. Interest on borrowings (which has been categorised as NPA) fromBank Rs 20.80 Crore (including previous year Rs 9.78 Crores) has not beenprovided as rehabilitation scheme with Operating Agency (OA) are in process. The Companyhas also provided its clarification as contained in Note no. 47(a) of the consolidatedfinancial statements i.e. SSAIL had been incurring cash losses due to which its net worthhas been completely eroded and its current liabilities are far in excess of its currentassets. Accordingly in the Year 2012-13 SSAIL had filed application with the Board forIndustrial and Financial Reconstruction (BIFR). The BIFR vide its order dated 4thApril 2013 has declared SSAIL as a sick industrial company in terms of Sec 3(1)(o) ofSick Industrial Companies (Special Provisions) Act 1985. Further BIFR has appointed IDBIas the Operating Agency (OA) with directions to prepare a revival scheme for SSAIL andalso SSAIL has filed draft rehabilitation scheme with BIFR in the year 2013-14. FurtherSSAIL is looking and evaluating other business opportunities considering this andcontinuous support from the holding company the management considers it appropriate toprepare these financial statements of SSAIL on Going Concern basis despite the negativenet worth on the balance sheet date.

The Auditors in their report on the consolidated financial statements have furtherinvited the attention of the Shareholders towards non provision against impairment loss onthe fixed assets of the subsidiary company i.e. SSAIL. The Company has also provided itsclarification as contained in Note no. 44 i.e. in accordance with the Accounting Standard(AS-28) on "Impairment of Assets" issued by the Institute of CharteredAccountants of India in view of the management with respect to SSAIL no impairment losson its Fixed Assets (including Capital Work in Progress and Capital Advance) is considerednecessary at this stage as its expected recoverable value is more than its carryingvalue.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

The Board appointed Ms. Sushma Chhabra Practicing Company Secretary (Registration No.15832) as Secretarial Auditor for the Financial Year 2015-16 in terms of provisions ofSection 204 of the Companies Act 2013. The Secretarial Audit Report for the financialyear ended 31 st March 2016 was considered by the Board in its meeting held on26th May 2016 and is enclosed at "Annexure A" to this report.The Secretarial Audit Report does not contain any qualification reservation or adverseremark which needs any explanation or comment of the Board.

COST AUDITORS

Company has appointed M/s R.J. Goel & Co. Cost Accountants (FRN 000026) as CostAuditors of the Company for the financial year 2016-17 under Section 148 of the CompaniesAct 2013 read with the Companies (Cost Records and Audit) Rules 2014 includingamendments if any. Cost Auditors have confirmed that they are eligible under Section 141(3) of the Companies Act 2013 for reappointment.

The Cost Auditors' Report for the year 2014-15 was filed with Central Government withinthe prescribed time.

RELATED PARTY TRANSACTIONS

During the FY 2015-16 Related Party transactions as defined under Section 188 of theAct read with rules made thereunder and the SEBI listing Regulations were at arm's lengthand in ordinary course of business. Your Company has in place a Related Party TransactionsPolicy.

During the year under review your Company did not enter into any Related PartyTransaction which may be considered material in terms of Section 188 of the Act read withrules made thereunder and thus disclosure in Form AOC-2 is not required to be made by theCompany. The disclosures pertaining to related party transactions in compliance with theapplicable Accounting Standards have been given in Note no. 45 of the standalone financialstatements forming part of the Annual Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO

Your Company is working actively on various projects efficiently approaching andtargeting towards Clean Development Mechanism (CDM) and reduction in Green House Gases(GHG) emissions.

The Company has installed unique technology for converting distillery spent wash intofuel at both the plants viz. Kashipur and Gorakhpur. Through this technology the spentwash is concentrated through five effect evaporator. The concentrate is utilized as fuelto substitute coal in a specifically designed boiler.

The high pressure steam so generated is passed through the turbine for power generationand low pressure steam after turbine is utilized in the plant for operation. Due to thisyour Company is saving fossil fuel in terms of coal and substituting the essential powergeneration through DG sets.

The Biomass based Cogeneration Project activity taken up by the Company at itsGorakhpur U.P. plant is successfully registered under Clean Development Mechanism (CDM)project by United Nations Framework Convention on Climate Change (UNFCCC) for ten yearfixed crediting period 16th December 2010 to 15th December 2020.Under the Clean Development Mechanism emission- reduction (or emission removal) projectsin developing countries can earn certified emission reduction credits. Your Company hasreceived certification of Energy Management System (ISO 50001:2011) under integratedmanagement system.

The information in accordance with the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with the Rule 8 of the Companies (Accounts) Rules 2014 is given at"Annexure B" to this report.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (CSR) is a way of conducting business by whichcorporate entities visibly contribute to the social good. The essence of CSR is tointegrate economic environmental and social objectives with the Company's operations andgrowth. CSR is the process by which an organization thinks about and evolves itsrelationships with society for the common good and demonstrates its commitment by givingback to the society for the resources it used to flourish by adoption of appropriatebusiness processes and strategies.

As the Company has incurred losses during the last 3 financial years accordingly interms of the provisions of Section 135 of the Act the Company was not required to spendany amount towards CSR activities during the financial year 2015-16. However keeping inview its social responsibility commitments the Company has voluntarily contributed to theCSR activities during the financial year ended 31st March 2016 amounting to Rs5.57 lacs.

In accordance with the provisions of Section 135 of the Act read with the Companies(Corporate Social Responsibility Policy) Rules 2014 the annual report on CorporateSocial Responsibility activities is enclosed at "Annexure C" to this Report.

RISK MANAGEMENT POLICY

The Company has constituted a Risk Management Committee to monitor the Risk ManagementPlan and to mitigate the risks attached to the business of the Company. The RiskManagement Committee consists of Directors and the senior management personnel of theCompany details whereof are provided in the Corporate Governance Report and forms part ofthis Report.

Your Company's objective of risk management is to have a meaningful identificationmeasurement prioritization of

risks or exposures to potential losses on a continual basis through activeparticipation of all members of the Company and accordingly establish controls andprocedures to build a visible & structured enterprise-wide risk management framework;reduce the risk levels and mitigate their effects in the likelihood of a risk event withan aim to protect our company from harm; and have a contingency plan to manage riskshaving high probability and high impact.

Risk management framework is created to ensure that risk management principles areimplemented and integrated all over the organization and that information retrieved fromthe risk management process are correctly reported. This framework provides a stablefoundation for the risk management work orient the organizational arrangements properlyin order to have a clear risk strategy across the organization & share informationexperiences amongst different sites of the Company.

Considering the importance of keeping the risk management process dynamic a quarterlyreview of the risks will be carried out across sites and departments for necessary keyrisks and risk management strategies are to be communicated to the Board of Directors fortheir assessment for minimization of effects of risk.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in form MGT-9 is enclosed at "Annexure D" tothis Report.

COURT/TRIBUNAL ORDERS

During the period under review there were no significant material orders passed by theregulators or courts or tribunals impacting the going concern status of the Company andits future operations.

PARTICULARS OF EMPLOYEES

The required information as per Section 197 of the Companies Act 2013 read with Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isgiven at "Annexure E" to this Report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation to employees at all levelsfor their dedication and commitment.Your Directors would also like to express theirsincere appreciation for the continued support and co-operation by the Central Governmentthe State Governments of Uttarakhand and Uttar Pradesh other governmental authoritiesBanks vendors and other business associates and look forward to their continued supportin the future.

For and on behalf of the Board
: Noida U.S. Bhartia
5th August 2016 Chairman and Managing Director
Place Dated DIN: 00063091

Annexure A

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st MARCH 2016

To

The Members

India Glycols Limited

CIN: L24111UR1983PLC009097

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by India Glycols Limited(hereinafter called Rsthe companyRs). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing our opinion thereon.

Based on our verification of the 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 31st March 2016complied with the statutory provisions listed hereunder and also that the Company hasproper Board-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 India Glycols Limited for the financial year ended 31st March2016 according to the provisions of:

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

(ii) The Securities Contracts (Regulation) Act 1956 ('sCRARs) and the rules madethereunder;

(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 are not applicable;

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

(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 (upto 14th May 2015) and Securities and Exchange Board ofIndia (Prohibition of Insider

Trading) Regulations 2015 (effective 15th May 2015);

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009 - Not applicable as the Company has not issued any sharesduring the year under review;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999/ Securities and Exchange Board of India(Share Based Employee Benefits) Regulations 2014 (effective 28th October2014) - Not applicable as the Company has not issued any shares/ options to directors/employees under the said guidelines/ regulations during the year under review;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008 - Not applicable as the Company has not issued any debt securities whichwere listed during the year under review;

(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 -Not applicable as the Company is not registered as Registrar to Issue and Share TransferAgent during the year under review;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 - Not applicable as the Company has not delisted/ propose to delist itsequity shares from any Stock Exchange during the year under review; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998 - not applicable as the Company has bought back or propose to buy-back any of itssecurities during the year under review.

(vi) The management has confirmed that other laws applicable to the Company are beingcomplied with.

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

(i) Secretarial Standards with respect to Meetings of Board of Directors (SS-1) andGeneral Meetings (SS-2) issued by The Institute of Company Secretaries of India and madeeffective 1st July 2015; and

(ii) The Listing Agreement entered into by the Company with the National Stock Exchangeof India Ltd. and the BSE Limited and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (effective 1st December 2015).

We further report that:

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors Independent Directors and a Woman Director.The changes in the composition of the Board of Directors that took place during the periodunder review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings. Agenda anddetailed notes on agenda were generally sent at least seven days in advance and a systemexists for seeking and obtaining further information and clarifications on the agendaitems before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members' views are capturedand recorded as part of the minutes.

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

Sushma Chhabra
Practising Company Secretary
Place: New Delhi FCS No.: 2460
Date: 24th May 2016 C. P. No.:15832

Note: This report is to be read with our letter of even date which is annexed asRsAnnexue-A and forms an integral part of this report.

ANNEXURE- A TO THE SECRETARIAL AUDIT REPORT

To

The Members

India Glycols Limited

The Secretarial Audit 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 we followed provide areasonable 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.

Sushma Chhabra
Practising Company Secretary
Place New Delhi FCS No.: 2460
Date 24th May 2016 C. P. No.:15832

Annexure B

PARTICULARS AS REQUIRED UNDER SECTION 134(3)(m) OF THE COMPANIES ACT 2013 AND THECOMPANIES (ACCOUNTS) RULES 2014.

(A) CONSERVATION OF ENERGY

(a) Step taken or impact on Conservation of Energy

1. Energy Audit of the thermal system done by Forbes Marshall.

2. Utilization of process dehydration stream instead of steam in T-410s and T-510sresulting in LP steam saving.

3. Utilization of MP steam instead of HP steam in E-3610 resulting in increased powergeneration from back pressure steam turbine.

4. Replacement of MP steam with LP steam in E-1410 resulting in increased powergeneration from back pressure steam turbine.

5. Preheating of MEG Evaporator reflux with MEG side draw product resulting in MP steamsaving.

6. Installation of Flash steam recovery from steam Boiler drums blow down Phase-2-three Boilers resulting in LP steam saving.

7. Installation of LED lighting in place of conventional HVSV/HVMV lighting system (1stPhase in street lighting) resulting in energy savings.

8. Utilization of Distillery plant- spent lees & drain water of vacuum pumps in ourdistillation process resulting saving in term of steam savings.

(b) Steps taken by the Company for utilizing alternate sources of energy:

1. Utilization of slops for steam generation.

2. Solar lights installed.

(c) Capital Investment on energy conservation equipments:

During the year the Company invested Rs 727.35 lacs in energy conservation equipments.

(B) TECHNOLOGY ABSORPTION-

(a) The efforts made towards technology absorption:

Sugar based GREEN surfactants.

(b) Benefits derived like product improvement cost reduction product development orimport substitution

1. Safe and Ecofriendly Surfactants Cost Reduction through alternative RMs and ProcessOptimization.

2. Developed GREEN PEG's for the Construction Industry.

3. Developed New Generation Surfactants for Fabric and Hard Surface Cleaning.

4. Products for continuous dying range (CDR) based on GREEN CHEMISTRY.

5. Products for Sulphur indigo dying.

6. Co-Polymer Additive for Pre- treatment and dying.

7. Cost effective Deinking chemicals for paper.

8. Surfactants for Capsule Suspension- Controlled Release Applications.

9. New cost effective Combination for Herbicide.

(c) In case of imported technology (imported during the last 3 years reckoned from thebeginning of the financial year):

(a) Details of technology imported Nil
(b) Year of import Nil
(c) Whether the technology been fully absorbed NA
(d) If not fully absorbed areas where absorption has not taken place and the reasons thereof. NA

(d) Expenditure incurred on Research and Development-

Sl. No. Division/Place/Plant for which incurred

Nature of Expenses (Rs In lacs)

Capital Recurring
1. Chemical Kashipur

1084.08

795.86

2 Ennature Bio Pharma Dehradun 17.68 138.71
Total 1101.76 934.57

(C) Foreign Exchange Earning and Outgo:

Sl. No. Particulars 2015-16 2014-15
1. Foreign Exchange earnings 81575.12 96151.79
2. Foreign Exchange outgo 72291.04 76187.49

 

For and on behalf of the Board
Place : Noida U.S. Bhartia
Dated : 5th August 2016 Chairman and Managing Director
DIN: 00063091

Annexure C

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

for the financial year ended 31st March 2016

1. A brief outline of the company's CSR Policy including overview of projects orprograms undertaki reference to the web-link to the CSR policy and projects or programs:

Corporate Social Responsibility (CSR) is a way of conducting business by whichcorporate entities visibly c to the social good. The essence of CSR is to integrateeconomic environmental and social objectives company's operations and growth. CSR is theprocess by which an organization thinks about and ev relationships with society for thecommon good and demonstrates its commitment by giving back to the s the resources it usedto flourish by adoption of appropriate business processes and strategies.

The CSR Policy of the Company is posted on the website of the Company (www.indiaglycols.com).

Weblink:http://www.indiaglycols.com/investors/downloads/csr-policy.pdf

2. The composition of the CSR committee:

The CSR Committee of the Company comprises of the following members:

a) Shri U.S. Bhartia Chairman

b) Shri R.C. Misra Member Independent Director*

c) Shri Pradip Kumar Khaitan Member Independent Director

d) Shri M. K. Rao Member Executive Director *demised 28th April 2016

3. Average net profit/loss of the company for last three financial years:

The average net loss of the Company for the preceding three financial years was Rs1488.44 lacs.

4. Prescribed CSR expenditure (2% of the amount as in item no. 3 above) : Nil
5. Details of CSR spent during the financial year:
(a) Total amount to be spent for the financial year: Nil
(b) Amount unspent if any: NA

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

In view of the losses incurred by the Company during the last 3 financial years theCompany was not under any obligation to spend any amount on the CSR activities during theFY 2015-16 however the Company has voluntarily contributed Rs 5.57 lacs on thefollowing activities under CSR:

S. No. CSR project or activity identified Sector in which the project is covered Projects of Program (a) local area or other (b) specify the state and district where projects or program was undertaken Amount outlay (budget) project or programs wise (in Rs Lacs) Amount spent on the projects or programs subhead: (1) Direct expenditure on projects or programs (2) Overheads (in Rs lacs) Cumulative Expenditure up to the reporting Period (in Rs Lacs) Amount spent: Direct or through implementing agency (in Rs Lacs)
(1) (2) (3) (4) (5) (6) (7) (8)
1 Contribution for infra-structure expansion and maintenance of Schools Education Promotion Kashipur (Uttarakhand) N.A. 1.50 1.50 Direct
2 Installation of India Marka Hand Pumps hand pipe repairing Sanitation and safe drinking water Gorakhpur (Uttar Pradesh) N.A. 0.37 0.37 Direct
Kashipur (Uttarakhand) N.A. 1.37 1.37 Direct
3 Blanket distribution to poor Health care & Sanitation Gorakhpur (Uttar Pradesh) N.A. 0.93 0.93 Direct
Kashipur (Uttarakhand) N.A. 0.50 0.50 Direct
4 Providing Ambulance service for medical camps including distribution of medicines Health care & Sanitation Kashipur (Uttarakhand) N.A. 0.60 0.60 Direct
5 Medical facility provided to flood victims Helping flood affected victims Gorakhpur (Uttar Pradesh) N.A. 0.30 0.30 Direct
TOTAL 5.57 5.57

6. I n case the company has failed to spend the two percent of the average net profitof the last three financial years or any part thereof the company shall provide thereasons for not spending the amount in its Board Report:

Not Applicable

7. Responsibility statement

We hereby confirm that the implementation and monitoring of CSR Policy is incompliance with the CSR objectives and policy of the company

For and on behalf of the Board
U.S. Bhartia
Place : Noida Chairman CSR Committee
Dated : 5th August 2016 DIN: 00063091

Annexure E

Details pertaining to remuneration as required under section 197(12) of the CompaniesAct 2013 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014

The remuneration paid by the Company to its employees including Directors KeyManagerial Personnel is in line with the Nomination and Remuneration policy of theCompany. The guiding principles of the Nomination and Remuneration policy of the Companyis that the level and composition of the remuneration be reasonable and sufficient toattract retain and motivate Directors Key Managerial Personnel and other seniorofficials.

(i) The percentage increase in remuneration of each Director Chief Financial OfficerChief Executive officer and Company Secretary in the financial year 2015-16 in comparisonto the financial year 2014-15 and ratio of remuneration of each Director to the medianremuneration of the employees of the Company:

Name of Directors/ KMPs of the Company Remuneration for financial year 2015-16 (in Rs) Remuneration for financial year 2014-15 (in Rs) % increase in Remuneration in the financial year 2015-16 Ratio of Remuneration to MRE*for the financial year 2015-16
Shri U. S. Bhartia Chairman & Managing Director 13730000 13730000 0.00 35.18
Shri M. K. Rao Whole Time Director 6523829 6450085 1.14 16.72
Shri Rakesh Bhartia Chief Executive Officer 18587556 18505016 0.45 NA
Shri Anand Singhal Chief Financial Officer 5273637 5423581 (2.76) NA
Shri Lalit Kumar Sharma Company Secretary# 599497 2411374 NA NA
Shri Kapil Bhalla Company Secretary## 1635385 NA NA NA

*Median Remuneration of Employees # resigned w.e.f 31st May 2015 ##appointed w.e.f 24th June 2015

Smt. Jayshree Bhartia Promoter Director Shri Pradip Kumar Khaitan IndependentDirector Shri Ramesh Chandra Misra Independent Director Shri Jagmohan N. KejriwalIndependent Director Shri Ravi Jhunjhunwala Independent Director Shri JitenderBalakrishnan Independent Director and Shri Ashwini Kumar Sharma Nominee Director werenot in receipt of any remuneration for the financial year 2015-16.

(ii) The median remuneration of employees of the Company during the financial year2015-16 was Rs 390272/-. In the financial year 2015-16 there was an increase of14.10% in the median remuneration of employees.

(iii) The number of permanent employees on the rolls of the Company as of 31stMarch 2016 and 31st March 2015 was 1249 and 1404 respectively.

(iv) Average percentile increase made in the salaries of the employees other thanmanagerial personnel in the last financial year was 11% whereas percentile increase in themanagerial remuneration was -0.36% for the same financial year.

(v) It is affirmed that the remuneration paid is as per the Remuneration policy forDirectors Key Managerial personnel and other Employees.

Information regarding employees in accordance with the provisions of Rule 5 of theCompanies (Appointment

and Remuneration of Managerial Personnel) Rules 2014

A. Top Ten Employees of the Company in terms of remuneration drawn:

Sr. No. Name Age (in Years) Designation Nature of Employment

#Gross Remuneration (In Rs)

Qualifications

Total Experi ence (Years) Date of commencement of employment with the Company Previous Employment
1 Shri Rakesh Bhartia 47 Chief Executive Officer

Permanent

18587556

CA CS ICWA

24 31.07.2009 CEO Bajaj Hindustan Ltd.
2 Shri U.S. Bhartia 62 Chairman and Managing Director Contractual

15170000

B.Com (Hons.)

37 29.11.1996 Managing Director Hindustan Wires Ltd.
3 Shri M.K. Rao 58 Executive Director

Contractual

6951508

M. Tech (Chemical Plant Design) 34 15.12.1988 Indian Petrochemical Corporation Ltd Senior Engineer
4 Shri Anand Singhal 49 Chief Financial Officer

Permanent

5273637

CA 26 02.01.2008 Chief Financial Officer Abhishek Industries Ltd
5 Shri Manoj Pahwa

53

President- Ennature Biopharma

Permanent

5117373

B.Sc (ZBC) MBA (Marketing) 32 01.06.2010 Director Sanat Products New Delhi
6 Shri Rakesh Kumar Khandal 58 President- R&D and Business Development

Permanent

4896724

M.Sc (Chemistry) PHD (Applied Chemistry) 35 12.05.2015 Vice-Chancellor Uttar Pradesh Technical University
7 Shri Sanjeev Gurwara 55 President Marketing

Permanent

4461544

M.Sc (Organic Chemistry) MBA (Marketing) 32 22.08.1994 Branch ManagerMarketing S.M.Dyechem Ltd- Mumbai
8 Shri K.K. Lal 56 Senior Vice President (P&M)

Permanent

4145002

B.Sc Engineering (Civil) 36 25.08.1986 Sr. Engineer- Civil Bihar Caustic & Chemicals Limited Palamau Bihar
9 Shri Jyotirmoy Chakraborty 54 General Manager (Production)

Permanent

3966709

M.Tech- Chemical 27 03.07.2001 Sr. Manager - Prod. Laffans Petrochemicals Ltd Bharuch
10 Shri R.K. Sharma 52 General Manager (HSE)

Permanent

3394513

B.E. (Fire) Engineering 29 11.11.1988 Station Officer B.A.R.C. Bombay

B. Employed throughout the year and in receipt of remuneration not less than Rs10200000/- per annum:

Already covered in point (A) above

C. Employed for part of the year and in receipt of Remuneration not less than Rs850000/- per month: NIL NOTES:

1. #Gross Remuneration shown above includes salary house rent allowance Company'scontribution to Provident

Fund and other perquisites. Value of Perquisites have been calculated on the basis ofIncome Tax Act1961.

2. None of the employee mentioned above is related to any Director of the Company.

3. There is no employee who was in receipt of remuneration in excess of that drawn bythe Managing Director or Whole time Director and holds not less than two percent byhimself or alongwith his spouse and dependent children falling under the provisions ofSection 197 read with Rule 5(2)(iii) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

For and on behalf of the Board
U.S. Bhartia
Place : Noida Chairman and Managing Director
Dated : 5th August 2016 DIN: 00063091