Insilco Ltd Directors Report.

Dear Members,

Your Directors are pleased to present the 31st Annual Report together with the Audited Accounts for the Financial Year ended March 31,2019.

1. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a), annual return referred to in sub-section (3) of section 92 is available on the website of the Company at the following link: www.insilcoindia.com —> Investors —> Annual Return. Investor are requested to please refer the same.

2. NUMBER AND DATES OF MEETINGS OF THE BOARD AND ATTENDANCE OF THE DIRECTORS

The Board duly met 4 times in the Financial Year 201819 on 28th May 2018, 24th July 2018, 12th November 2018 and 1st February 2019. The attendance of the Directors in the Board meetings is given in clause no. 2.3(C) of Corporate Governance Report.

3. DIRECTORS RESPONSIBILITY STATEMENT

The Directors state that;

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with a proper explanation relating to material departures;

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

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

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

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

4. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF DIRECTORS ETC.

Pursuant to Section 178(1) of the Companies Act, 2013 and Clause 19 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the "Listing Regulations"), the Board of Directors has constituted a Nomination and Remuneration Committee. A Nomination and Remuneration Policy of the Company has also been laid down and approved by the Nomination and Remuneration Committee and the Board. The said policy lays down the criteria for the appointment of Directors, Key Managerial Personnel and Senior Management Personnel. The said policy also specifies the remuneration criteria for Director, Senior Management Personnel and other employees including criteria for determining qualification, term/tenure, positive attributes, independence of Directors, criteria for performance evaluation of Executive and Non-executive Directors (including Independent Directors), removal, policy on Board diversity, Directors and Officers Insurance and other matters as prescribed under the provisions of the Companies Act, 2013 and the Listing Regulations. Pursuant to Section 178(4) of the Companies Act, 2013, the said nomination and remuneration policy of the Company is available on the website of the Company at the following link: https:// www.insilcoindia.com —> Investors —> Nomination and Remuneration Policy.

5. SECRETARIAL AUDIT

Nityanand Singh & Co. a firm of Company Secretaries having its address at 14, 2nd Floor, Arjun Nagar, Safdarjung Enclave, New Delhi - 1 10029 has conducted the Secretarial Audit of the Company for the Financial Year 2018-19. The Secretarial Audit Report issued by the said firm is attached to this report as Annexure-1.

6. EXPLANATION OR COMMENTS BY THE BOARD ON QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS OR DISCLAIMERS MADE BY STATUTORY AUDITOR AND SECRETARIAL AUDITOR IN THEIR RESPECTIVE REPORTS

The reports of Statutory Auditor and Secretarial Auditor do not contain any qualifications, reservations, adverse remarks or disclaimers.

There was no fraud reported by the Auditor to the Audit Committee or to the Board pursuant to Section 143(12) of the Companies Act, 2013.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year, the Company had not entered into any transaction of loan, guarantee or investment under Section 186 of the Companies Act, 2013.

8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Pursuant to Section 188(1) of the Companies Act, 2013, particulars of contracts or arrangements with related parties are given in form AOC 2 which is attached as Annexure-2 to this report.

Pursuant to the provisions of the Companies Act, 2013 and Clause 23 of the Listing Regulations, the Board has laid down a policy on dealing with related party transactions and the same is available on the website of the Company at the following link: https:// www.insilcoindia.com —> Investors —> Related party Transaction Policy.

9. THE STATE OF THE COMPANYS AFFAIRS

A. Financial Highlights

The summarized results for the year, rounded off to Rupees in millions, are given below:

Particulars Year Ended 31.03.2019 Year Ended 31.03.2018
Gross Turnover 951.47 888.04
Less: Excise duty - (22.20)
Turnover (net of excise duty) 951.47 865.84
Other Income 40.47 39.77
Total Expenditure (excluding excise duty) (1,028.47) (886.02)
Profit/(Loss) before Depreciation & Exceptional Items (36.53) 19.59
Depreciation (24.64) (19.17)
Profit/ (Loss) for the year before exceptional items (61.17) 0.42
Exceptional items - -
Profit/(Loss) before tax (61.17) 0.42
(Provision for)/Release of Taxation 0.77 3.22
Profit/(Loss) after tax (60.40) 3.64
Other comprehensive income (2.41) 1.65
Total comprehensive income for the year (62.81) 5.30

B. Results of Operations

Sales of Precipitated Silica during the year were 16,537 MT (previous year 15,207 MT). The Production during the year was 16,946 MT (previous year 14,857 MT).

Your Company achieved a sales turnover of Rs. 951 million during the year as compared to Rs. 888 million in the previous year. The Company recorded a loss before depreciation and exceptional items of Rs. 36.53 million as compared to profit before depreciation and exceptional items of Rs. 19.59 million in the previous Financial Year. The Company had reserves of Rs. 385 Million as on 1st April 2018. The total comprehensive income / (loss) for the Financial Year 2018-19 was Rs. (63) Million.

The cost of raw material and fuel have increased significantly during the year. We are only able to partially pass on the increase in costs to customers and lost few customers in this process. However, there are several quality conscious customers continue to value our quality products, value added services and strong technical support from parent company. The Company is endeavoring to put all efforts to improve its operational performance. However, there are lot of challenges in the competitive market situation. We continue to make our best efforts, with the support of parent company, to optimize energy utilization, manufacture high quality products, improve plant safety, improve efficiency and higher capacity utilization. We are providing quality products, strong technical support and overall service to the Customers.

C. Future Outlook

During the financial year 2018-19, there has been lot of uncertainty all over the world due to global trade war and protectionism. The uncertainty leads to many challenges and opportunities. There were made structural changes in the indirect tax system by the introduction of Goods and Service Tax (GST) with effect from 1st July 2017. The financial year 2018-19 is the first complete year with the annual impact of these structural changes.

The cost of production of your company is high as compared to competitors as it is dependent on diesel as fuel which is very expensive and incurring significant expense in treating the effluent before discharging it. The Board of directors has already approved the installation of "Propane LPG" to reduce energy cost. The company has already obtained approvals from most of the statutory authorities for the installation of a "Propane LPG project" and it is in the process of obtaining approval from few other government authorities for the same. Besides this, the company is pursuing options to improve its operational performance. The Company is actively trying its best to maintain and increase the customer base. However, the customer retention is a big challenge considering competitive market situation. The future growth of the Company will depend upon our ability to optimize our costs by making our products more competitive, increasing capacity utilization, optimal product mix, efficiency improvement and the willingness of customers to pay a premium for our high quality products. There are inherent opportunities available for the Company in the target industries such as Tyres, Automotive Components, Mechanical Rubber Goods, Footwear, Battery Separators, Agrochemicals, Food and Feed. The Company is continuously improving the plant conditions to ensure the safety of its employees and the environment. The Company is actively pushing growth opportunities to use the unutilized production capacity and improve product mix.

Others

* Capital Expenditure proposed in next financial year is expected to be for Propane LPG Project, replacement of boiler and chimney, water recovery system etc. Our parent Company Evonik is providing technical support wherever required.

* During the financial year 2018-19, the availability of raw materials, water and power supply remained normal.

10. TRANSFER TO RESERVES

The Company had reserves of Rs. 385 Million as on 1st April 2018. The total comprehensive income / (loss) for the Financial Year 2018-19 was Rs. (63) Million. Therefore, the closing balance of the reserves and surplus as on 31st March 2019 amounted to Rs. 322 Million.

11. DIVIDEND

No dividend is recommended considering the operational performance of the Company.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF REPORT

The Company has paid a maitainanace charges alongwith interest of Rs. 92.20 Lacs on 1st May 2019 relating to the period from 1st September 2015 to 30th June 2018 to Uttar Pradesh State Industrial Development Corporation (UPSIDC).

The Company (Lessee) and Uttar Pradesh Industrial Development Corporation (UPSIDC) (Lessor) had executed a lease deed in 1991 for its land at Gajraula for a period of 90 years. The Company received a letter from UPSIDC dated June 28, 2016, for payment of "Maintenance Charge" for Rs. 3 lakhs from September 1,2015, to June 30, 2016. Insilco requested UPSIDC to provide relevant backup documents/copy of rules/ regulation for payment, reply of which was not received from UPSIDC. In 2018, Insilco had applied to District Magistrate (DM) for obtaining NOC for its proposed LPG project. In the process, UPSIDC vide its letter dated February 21,2019, wrote to Insilco, interalia, to deposit Rs. 90.47 lakhs of maintenance charges for above said land. After follow-ups, Insilco could finally get the backup calculation of the demand and relevant backup document on April 30, 2019. The revised demand included principal and interest on maintenance charges from September 1,2015, to June 30, 2018. On May 1, 2019, Insilco paid such revised demand of Rs. 92.20 lakhs approximately including principal and interest on Maintenance Charges. Further, provision of Rs. 49.16 lakhs for maintenance charges for the period July 2018 to March 2019 has been created in the books of accounts.

Apart from above, there are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

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

A. Conservation of Energy

Your Company always emphasizes on conservation of Energy and Natural Resources. The Company is giving priority to energy conservation measures including a regular review of energy generation, consumption and effective control on utilization of energy. Day to day minor steps are being taken for energy consumption, wherever possible. Few major activities are listed herein below:

- The Company has installed semi transparent sheets in warehouse for natural lighting. The Capital expense for the same is Rs. 5 Lacs approximately.

- The Company has replaced some High Pressure Sodium Vapour lamp street lights with LED lighting.

The Board of directors has already approved the installation of "Propane LPG" to reduce energy cost which will be used as an alternate to High Speed Diesel in its manufacturing process. The company has already obtained approvals from most of the statutory authorities for the installation of a "Propane LPG project" and it is in the process of obtaining approval from few other government authorities for the same.

B. Technology Absorption

1. The effort made towards technology absorption

The technology for manufacture of various grades of Precipitated Silica has been supplied by the parent Company, Evonik Degussa GmbH, Germany. We believe that it is important, that in future we can offer an even broader technology support/base to meet our customers growing long-term needs. The modification of process, equipment and products are carried out to meet changes in market requirements and to improve operational efficiency.

2. Benefits derived from the above efforts

Focus on value added products, technical support to customers, optimum utilization of resources for production and higher yield.

3. Technology imported during the last three years

The Company has not imported any technology during the last three years reckoned from the beginning of the Financial Year.

4. Expenditure on Research and Development

The Company has not incurred any expenditure on Research and Development.

C. Foreign Exchange earnings and outgo

The Foreign Exchange earnings in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows were as follows:

(Rs. in ‘000)
Total Foreign Exchange used and earned Year ended 31st March 2019 Year ended 31st March 2018
a) Total Foreign Exchange earned 24,519 8,671
b) Total Foreign Exchange used 13,552 10,104

14. STATEMENT ON RISK MANAGEMENT POLICY

The Board of Directors has developed and implemented a Risk Management Policy for the Company. The Company has taken proper initiatives to mitigate risks. In the opinion of the Board there are following risks which could threaten the existence of the Company:

1. Risk of HSD (Diesel) prices going up substantially.

2. Loss of Market Share if our selling prices are significantly higher than competitors.

3. Environmental Risk if more stringent norms are introduced by government for chemical industries near the Ganga River.

The Board has also taken certain steps to minimize the same and its current status are given below:

Risks

(i) Risk of HSD (Diesel) prices going up substantially; and

(ii) Loss of Market Share if our selling prices are significantly higher than those of competitors

Current Status of Action Taken:

The Board had last discussed the status update on this in its meeting dated 1st February 2018. In this regard, the shareholders are hereby informed that after evaluation by Evonik, Germany, installation of propane-LPG system was earlier approved by the Board of Insilco. The company has already obtained approvals from most of the statutory authorities for the installation of "Propane LPG project" and it is in the process of obtaining approval from few other government authorities for the same. It is expected that it would be implemented by the end of the calendar year 2019 subject to necessary government approvals.

The Company is also continuing a system of tracking of raw material cost of its major vendors to correlate the prices of the Companys purchases with them.

(iii) Environmental Risk if more stringent norms are introduced by government for the chemical industry near the Ganga River

We are presently complying with all the existing pollution control norms and water/air consent conditions.

The introduction of any new more stringent norms, if any, is beyond the control of the company and it is impossible to comment on likely impact or mitigation measure at this stage for these risks.

In this regard, the shareholders are hereby informed about the following:

NGT Matter

The Honble National Green Tribunal (NGT) has passed its detailed judgement dated 13th July 2017 in the mater of M.C. Mehta Vs. Union of India (Original Application No. 200/2014).

Insilco Limited is complying with the current applicable pollution norms. However, pollution authorities may come up with fresh requirements of compliance, which will have to be examined and considered, if received.

Water and Air Consent

The water/air consent was valid till 31st December 2018 and the Company has applied for renewal of its water and air consent on 3rd October 2018. As on the date of signing of this report, UPPCB has not yet issued the water and air consent. They have asked several information and data in this regard which has been provided and duly replied on merits. Further details on the correspondences with UPPCB in this regard can be found in the below Clause no. 15.

The Board has also approved a Risk Management Policy, which is available on the website of the Company at the following path: http://www.insilcoindia.com/policies.htm .

15. GANGA CLEANING MATTER PENDING IN THE NATIONAL GREEN TRIBUNAL

The members are hereby informed that on 27th Jan 2017, Insilco Limited, alongwith other industries at Gajraula, was asked to be present before National Green Tribunal (NGT) on 6th Feb 2017 in the matter of M.C. Mehta Vs. Union of India and Others i.e. matter of cleaning of river Ganga. Insilco Limited along with other industries are located at Gajraula in the catchment of river Bagad which leads to river Ganga.

On 6th Feb 2017, NGT issued a show cause notice to all the industrial units at Gajraula on the ground of pollution including Insilco Limited and asked why their units at Gajraula should not be shut down. Insilco had filed its detailed reply with NGT. However, without hearing Insilcos reply, on 24th April 2017, the NGT formed a ‘High Power Joint Inspection Committee (Committee). NGT directed the said Committee to visit all Industrial units at Gajraula on 25th April 2017 and report their compliance status on 26th April 2017 to NGT. Accordingly, an inspection was conducted and verbal feedback was given to NGT on 26th April 2017. Without giving opportunity of being heard to the industries, NGT ordered shut down of all the units at Gajraula including unit of Insilco.

For Insilco Limited, the order of NGT dated 26th April 2017 inter-alia stated that "Instead of treating the effluent, Insilco is adding Magnesium Sulphate and Fresh water in its effluent so that Sodium Absorption Ratio in Bagad River does not exceed 26. This is practically fraud being played".

NGT asked the industries to come up with future plan for compliance for resuming the operations of units. The matter was scheduled to be heard on 8th May 2017.

The report of committee for its visit of 25th April 2017 was available on 4th May 2017 on the website of Central Pollution Control Board which had the following observations for Insilco:

1. The unit generates effluent having high Total Dissolved Solid ("TDS");

2. The unit should opt for Zero Liquid Discharge (ZLD);

3. The unit should adopt recovery of salt (Na2SO4) with any appropriate system and explore possibilities of re-use of treated water at nearby industries; and

4. The unit should stop using fresh water dilution for reducing SAR in order to comply with the consent condition.

The report also recommended the following:

1. The unit shall stop using fresh water dilution for reducing the SAR in order to comply with the consent condition;

2. The treated water may be used at nearby industries so that the overall stress on the ground water in the area is reduced. This approach shall be through MoU and consent of Uttar Pradesh Pollution Control Board (UPPCB).

After getting the report of committee on 4th May 2017, Insilco Limited filed its detailed reply in NGT on 5th May 2017 including reply to the above observations which were as follows:

1. That no TDS limit has been prescribed for Insilco Limited in the water consent condition. Prescribed conditions are being complied with.

2. ZLD is prescribed only for 5 industries i.e. Distillery, Tannery, Textiles, Pharmaceuticals and Dye and Dye Intermediaries and Insilco do not fall under these prescribed industries.

3. For recovery of salt (Na2SO4) Insilco Limited has reached out to various recognized scientific institutions of the country including "The Indian Institute of Technology (IIT).

4. That Insilco is complying with the conditions of water consent including conditions with respect to SAR.

This matter was heard on 8th May 2017. The Company pleaded that recommendations with regard to ZLD is not practical for Insilcos plant and pollution authority should prescribe some appropriate method. After the hearing, the Plant of the Company was allowed to resume operations subject to following directions:

1. The industry would pay a sum of INR 1.5 Million voluntarily.

2. The industry will comply with all the recommendations and directions of the report immediately.

3. With respect to ZLD and whether the dilution of 1:1 should be permitted, Insilco would put forward its case before the Committee, which will offer its comments and place the Report before NGT.

4. The industry will obtain approval from Central Ground Water Authority (CGWA) without any delay.

5. The Committee shall place complete and comprehensive Report including the source, quantum and quality of the ground water that is being extracted by Insilco.

6. The inspection Report should be submitted before the Tribunal within two weeks from the date of order (i.e. 8th May 2017).

The order dated 8th May 2017 also stated that if the industry fails to comply with these directions, it should be liable to be closed without any further notice.

Insilco deposited INR 1.5 Million on 9th May 2017 with Central Pollution Control Board (CPCB) and restarted its production thereafter.

The Committee visited the plant of Insilco on 23rd May 2017 at Gajraula. The Company explained full compliance status along with the measures taken for improvement to the Committee. As the Company did not receive the copy of the report, records of NGT was inspected for such report through our consultant AZB & Partners, however no such report was filed with NGT. The Company has also filed Caveat so that advance intimation to Insilco should be given before passing any adverse order.

FINAL JUDGEMENT OF NGT

On 13th July 2017, NGT pronounced its detailed judgement in this matter where it has given certain specific directions with respect to Bagad River (drain) and General Directions to Industries at Gajraula and pollution authorities, which are as follows:

Specific Directions

a) The Bagad river to be cleaned, dredged and maintained.

b) Industries at Gajraula to be put under strict surveillance by pollution authorities.

c) The Committee has already been directed to inspect these industries to conform with appropriate conditions for permitting and operating all these functions.

d) Industries to comply with the conditions of water consent and directions of the Committee.

e) If industries fail to comply with such directions, they shall be liable to be closed without any further notice.

f) The Committee to submit compliance report in relation to these industries before NGT at regular intervals.

General Directions

1. ZLD would not be applied straight away on the industries. It has to be on case to case and with reference relevant factors viz. load of effluent being discharged, quality of effluents, the installed antipollution devices, financial viability etc.

2. Extraction of groundwater should be subject to the permission of CGWA.

3. Industries shall contribute finances upto 25% of the total cost of sewage treatment plant, sewage effluent treatment plant etc.

4. The pollution authority shall issue consent orders/ amend issued consent orders to contain conditions with regard to reuse of the treated effluent subject to providing adequate time for compliance. The Authority can implement this direction in stages, giving preferences first in the urban areas and later in rural areas.

5. CGWA to carry out the study and notify the areas which are over exploited, Critical, Semi-critical and Safe zone. There shall be complete prohibition on extraction of groundwater in the critical areas. In other two areas, CGWA shall impose conditions for extraction of groundwater.

6. No new industry should be permitted to start its operation in the catchment area of Bagad river till the time it either becomes a ZLD unit or recycles and reuse its entire treated discharge.

7. The Committee to issue appropriate directions for compliance to ensure prevention and control of pollution of discharge of trade effluent as per law within six weeks from 13th July 2017.

8. Local authority may recover environmental conservation charges from the public at large or class of persons responsible for generation of the same.

STATUS AFTER ORDER DATED 13th JULY 2017

The Committee has filed one report with NGT which does not contain feedback for Gajraula area. Insilco has taken following proactive measures:

* Filed caveat with NGT for giving us opportunity of being heard if report is filed by Committee.

* Obtained the NOC from CGWA for abstraction of 4900 KLD for 340 days (and not exceeding 16,73,500 M3/year) of Ground Water.

* Installed Ultrasonic Flow Meters - To measure water discharge and mixing of fresh water for dilution.

* Repaired slope pit for storm water drain and provided adequate slope to avoid accumulation of rain water.

* Applied to UPSIDC to increase depth of drain outside factory.

* Installed Electromagnetic Flow Meters at all 3 borewell.

* Shifted discharge pipe for Lagoon.

* Appointed IIT - Roorkee for investigation of a few alternative remedies to mitigate the high sulphate / high TDS in wastewater of our plant.

* The Company has received final draft report of IIT-Roorkee in November 2018, which has been shared with UPPCB vide Companys letter dated 4th December 2018. The Company has vide its aforesaid letter dated 4th December 2018 and reminder letter dated 2nd January 2019 requested UPPCB for meeting as professors of IIT Roorkee wanted to meet UPPCB to discuss the report before issuing final report. The Company has not received any reply on the same from UPPCB.

There have been few developments/ correspondences with pollution authorities/IIT-R, which are as follows:

1. Insilco had received a letter from Central Pollution Control Board on 25th Nov 2017, based on inspection of special high power committee (Committee), asking for appropriate reason/ clarification about high Total Dissolve Solids (TDS) effluent discharge. Insilco had replied to the said letter that we were complying with the conditions under issued water consent order by

UPPCB. We had further mentioned that no TDS level for the effluent discharge has been prescribed for the unit of Insilco and instead Insilcos unit is required to maintain Sodium Absorption Ratio (SAR) limit which was being complied with along with all other conditions of water consent issued by UPPCB.

We had also share the steps taken to improve Insilcos infrastructure.

2. Insilco had received a letter dated 12th January 2018 from UPPCB intimating us various recommendations of Committee which had inspected our factory at Gajraula on 23rd May 2017 pursuant to the order of Honble National Green Tribunal (NGT) dated 8th May 2017.

Such recommendations in brief are as follows:

I. To recalculate the dosing of magnesium sulphate to meet Sodium Absorption Ratio (SAR) value within 26 level (in Bagad river).

II. To discontinue in a time bound manner the present chemical addition (magnesium sulphate) in the effluent and its further dilution with ground water to meet the prescribed SAR value within 26 level (in Bagad river).

III. Presence of fluoride (5 to 6 mg/l) in the effluent.

IV. To operate Sewage Treatment Plants (STPs) continuously.

V. To submit time bound action plan for achieving ZLD. Closure may be considered if the unit failed to provide the time bound action plan for achieving ZLD.

We have replied to the said letter vide our letter dated 19th January 2018. Point wise summary of reply was as follows:

I & II. Insilco Limited had appointed IIT Roorkee to carry R & D activity for "investigation of a few alternative remedies to mitigate the high sulphate / high TDS in wastewater of our plant and suggestion for economical viable solution with its capex cost and operating cost. These observations would be addressed after the receipt of final report of IIT-Roorkee.

We also explained to UPPCB that SAR was imposed on the unit of Insilco pursuant to the order of Honble Supreme Court of India, which our Company has been complying along with other applicable pollution norms and consent.

III. We had mentioned that Insilco was also getting the samples at Effluent Treatment Plant (ETP) outlet (from V-notch) tested by third party on regular basis and the value of fluoride remains in the range of 1 to 1.5 mg/

l. The IIT-Roorkee had also taken the sample for their testing and their interim report concludes Fluoride values as 1.6 mg/l in final discharge. We have requested UPPCB, that, if required, they can collect the sample again which could be sent to testing to any independent agency or IIT Roorkee.

IV. We had mentioned that for the best interest of the Company and environment, we would operate our STPs.

V. We had mentioned that Insilco Limited had appointed IIT Roorkee to carry on R & D activity for "investigation of a few alternative remedies to mitigate the high sulphate / high TDS in wastewater of our plant and suggestion for economical viable solution with its capex cost and operating cost". After reports on the same by IIT Roorkee, options of ZLD could be explored.

We had further explained to UPPCB that on our industry ZLD cannot be achieved and the reasons of the same given were as follows:

- Central Pollution Control Boards (CPCBs) in one of its guideline has instructed to all pollution control boards and other departments that the ZLD requirement is possible only for the few specified industries and we were not falling into those specified industries. We had also mentioned that CPCB has also concluded that for other highly water consuming/polluting industry ZLD is not techno economically viable and CPCB has only suggested water conservation and minimization procedure.

- Insilco Limited was not in the list of 17 categories of highly / seriously polluting industries identified by CPCB.

- Detailed judgement of Honble NGT dated 13th July 2017 in the matter of M.C. Mehta vs. Union of India (Original Application no. 200/2014) had, inter- alia, categorically instructed pollution authorities that ZLD would not be applied to the industrial units straight away and it shall be on case to case basis particularly with reference to the load of effluent being discharged, quality of effluents, etc. This should have reference to the financial viability as well.

The Company had mentioned that it has received NOC from CGWA for Ground Water Abstraction.

We had also shared the steps taken to improve Insilcos infrastructure.

3. I IT Roorkee had intimated to Insilco Limited vide their letter dated 25th January 2018 that laboratory work at IIT Roorkee was progressing satisfactorily and extension time up to 30th October 2018 was required for successful completion of the study.

4. The Company vide its letter dated 26th April 2018 submitted two interim progress reports to UPPCB alongwith a letter dated 25th January 2018 seeking extension of time till 30th October 2018 (as mentioned in clause 3 above).

5. UPPCB vide its e-mail dated 11th May 2018 has granted its approval for renewal of Air and Water consent. Physical water consent order alongwith detailed conditions were received on 12th June

2018. The said Water Consent is valid from 1st January 2018 to 31st December 2018. One of the specific conditions of the said water consent states as follows:

"The unit will incorporate the recommendations of Joint Inspection Team in the study of IIT, Roorkee, validate the technology from Central Pollution Control Board (CPCB) and ensure Zero Liquid Discharge (ZLD) by way of recycling the treated effluent or other methodology recommended by IIT, Roorkee and approved by CPCB by 31st December 2018."

Insilco had replied to UPPCB against above conditions that it would request IIT, Roorkee to give its view on the recommendations of Joint Inspection Team and Insilco would be able to discuss this further with UPPCB only after receipt of the final report from IIT, Roorkee. Such reply to UPPCB also consisted request for corrections under few other conditions.

6. Officials of Insilco Limited visited IIT-Roorkee on 25th June 2018 and met official of IIT Roorkee. Insilco Limited briefed the specific condition no. 2 of water consent issued to it. Insilco Limited handed over to official of IIT Roorkee a letter and requested them to give its comments on the recommendations of Joint Inspection Team, which was received by Insilco vide letter of UPPCB dated 12th January 2018.

7. Officials of Insilco also visited IIT Roorkee in September 2018 to get the updates on their working on final report. IIT Roorkee assured Insilco to issue the final report by November 2018.

8. After filing of Insilcos application for renewal of Water and Air Consents, UPPCB through its website had raised query that Insilco had not submitted the compliance of Zero Liquid Discharge System and compliance of recommendations and suggestions made by Joint Inspection Team (Committee) in compliance of orders of NGT. The Company had, interalia, replied that it would be able to discuss the aforesaid queries after receipt of final report from IIT Roorkee and validating the concept from

CPCB as per Water Consent dated 8th May 2018.

9. In last week of November 2018, UPPCB had raised few queries and asked Insilco to submit (i) Compliance of condition of the issued consent order (ii) status of ZLD in the unit and (iii) Status of TDS concentration in treated effluent. The Company has, interalia, replied and (i) given the compliance status of the issued consent order

(ii) shared the draft final report of IIT Roorkee dated 22nd November 2018 and requested UPPCB for meeting as professors of IIT Roorkee wanted to meet UPPCB to discuss the report before issuing the final report. (iii) Pursuant to order of Honble Supreme Court of India dated 28th November 2000, TDS concentration is not applicable on the Company and instead SAR was prescribed for the Company.

10. The Company has received Draft Final Report of IIT Roorkee dated 22nd November 2018. IIT Roorkee has evaluated 5 technologies named (i) Reverse Osmosis (RO) Treatment, (ii) Multi-effect evaporation (MEE), (iii) Membrane-based ZLD process consisting of RO followed by multi-effect evaporation and crystallization, (iv) Gypsum precipitation followed by biological treatment and

(v) Electrocoagulation with aluminum anode and lime addition followed by Nano filtration. IIT Roorkee has concluded that technically, first 4 evaluated technologies are not feasible for Insilcos nature of industry. IIT Roorkee has further mentioned that 5th technology i.e. "Electrocoagulation with aluminum anode and lime addition followed by Nano filtration" may be feasible subject to further Research and Development work for which IIT Roorkee will require time of atleast 18 months. The report of IIT Roorkee also replies to the recommendation of Joint Inspection Team which was received by Insilco vide UPPCBs letter dated 12th January 2018.

11. The Company had also sent a reminder to UPPCB dated 2nd January 2019 asking UPPCB to discuss the report with professors before issuing the final report and to renew Companys water and air consent.

12. On 1st May 2019 UPPCB raised another query that "Unit has not achieved Zero Liquid Discharge in compliance of recommendation made by the joint inspection committee constituted by the directions of Honble National Green tribunal. Honble NGT in its order has directed the unit for ensuring compliance of the recommendations made by joint inspections team. Unit is directed to submit time bound programme within 07 days for compliance of Zero Liquid Discharge." The Company has interalia replied vide its letter dated 6th May 2019 that although ZLD should not be forced on Insilcos nature of Industry, Insilco is already taking necessary steps and willing to further take all possible steps for becoming ZLD after finding the suitable methodology for ZLD. Insilco has requested UPPCB to grant water consent for 36 months. Insilco has further mentioned that IIT Roorkee requires 18 months approximately to check the feasibility of one of the methodology "Electrocoagulation with aluminum anode and lime addition followed by Nano filtration" and after finding the suitable methodology for ZLD, Insilco will require further 18 months approximately for implementation of the best possible technology as prescribed by IIT Roorkee.

The Board believes that the Company has a strong case in its favour as the Company continues to comply with all the current pollutions norms applicable to it as per consent letter. However, it may be possible that the pollution authorities may come up with fresh requirement(s) for compliance in the conditions of consent letter, which will then have to be examined and considered.

16. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Board of Directors of the Company has laid down a policy on prevention of sexual harassment at the workplace. A Complaint Committee has also been formed by the Board of Directors to look into the complaints received, if any. During the year, the Company did not receive any complaint under the said policy. The said policy is available on the website of the Company at the following link: https:// www.insilcoindia.com —> Investors —> Prevention of Sexual Harassment Policy. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR) OF THE COMPANY

The Company is not covered under the provisions of CSR i.e. Section 135 of the Companies Act, 2013 and accordingly not required to comply with the requirements of Section 135 of the Companies Act, 2013.

18. WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(10) of the Companies Act, 2013 and Clause 22 of the Listing Regulations, the Company has established a "Whistle Blower Policy" for employees to report to the management instances of unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. The said mechanism is available to all the employees of the Company and operating effectively. During the year, the Company has not received any complaint through such mechanism. A copy of the said policy is available on

the website of the Company at the following path: https://www.insilcoindia.com —> Investors —> Whistle Blower Policy.

19. STATEMENT ON ANNUAL EVALUATION OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

The Board has laid down the manner and criteria of evaluation of the Board of its own, Committees and Individual Directors in which annual evaluation of the Board, Committees of the Board and Individual Directors would be evaluated. The evaluation includes various criteria including performance, knowledge, roles and responsibilities etc.

Pursuant to the provisions of the Companies Act, 2013 the Nomination and Remuneration Committee has decided that the Board will evaluate its Committees and the Nomination and Remuneration Committee would evaluate the Board and Individual Directors. The evaluation as aforesaid has been done in the meeting of the Nomination and Remuneration Committee and the Board held on 20th May 2019. After evaluation, the performances of the Board, its committees and Individual Directors were found upto the mark and was satisfactory.

20. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year, your Company has not changed the nature of its business.

21. DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)

Change in Directors and KMP

The Shareholders of the Company, in its 30th Annual General Meeting, appointed Mr. Sanjeev Taneja as Director (Non-executive Non-independent) of the Company liable to retire by rotation.

Mr. Sanjeev Taneja has approximately 31 years of rich and versatile experience, which includes extensive experience in the specialty chemicals sector. Mr. Taneja started his career in 1987 as Production & Technical Manager for Degussa A.G., Germany (part of the Evonik Group). Thereafter, he has served various key positions in Evonik. Mr. Taneja is currently President of India Region & Managing Director of Evonik India Private Limited. Before his current responsibilities in India, he was working as Vice President South Asia Resource Efficiency Segment in Evonik Industries.

Extensive qualifications of Mr. Taneja include (i) MBA from University of South Alabama, USA, (ii) Chemical Process Engineering Degree from University of Applied Sciences, Germany, and (iii) INSEAD advanced management program.

Term of Independent Directors

The date of commencement of term of Independent directors are given below along with date of approval by Shareholders:

First term

Second term

S. No. Name of Independent Directors Start date Date of approval in AGM Start Date Date of approval in AGM
1 Mr. Dara Phirozeshaw Mehta 1st Apr 2014 14th Aug 2014 1st Apr 2019 24th Jul 2018
2 Ms. Sonia Prashar 4th Aug 2016 26th Sept 2016 - -

Mr. Dara Phirozeshaw Mehta was appointed as an Independent Director in the 26th Annual General Meeting held in the year 2014 to hold office for a period of 5 consecutive years effective from 1st April 2014 i.e. until 31st March 2019. In terms of Section 149 of the Companies Act, 2013 (‘Act), an Independent Director is eligible for re-appointment on passing of a Special Resolution. Mr. Dara Phirozeshaw Mehta, being eligible and offering himself for re-appointment, was appointed as an Independent Director for a 2nd term of 5 consecutive years with effect from 1st April 2019 by the shareholders in their 30th Annual General Meeting held on 24th July 2018.

In the opinion of the Board, Mr. Dara Phirozeshaw Mehta fulfils the conditions specified under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for his re-appointment as an Independent Director of the Company and is independent of the management. As per the performance evaluation conducted during his 1st term by the Board (excluding Mr. Dara Phirozeshaw Mehta), his performance was satisfactory as an Independent Director of the Company. The Board and its allied Committees have benefitted from his relevant specialization and expertise. Details on his attendance of various Board and Committee Meetings held during the relevant financial year are included in the Corporate Governance Report of the Annual Report.

Mr. Dara Phirozeshaw Mehta is a solicitor and advocate. He was admitted to the Bar as an Advocate of the Bombay High Court in 1955 and as a solicitor of the Bombay High Court in 1957. He holds a B.A. degree from Bombay University, an LL.B. degree from Poona University and an LL.M. degree from Harvard University. He is still in active practice as a partner emeritus of Little & Co., Bombay. Mr. Mehta has vast experience in the fields of corporate law, intellectual property law, mergers and acquisitions and arbitration law. He is a director of many other companies.

Ms. Sonia Prashars (Independent Director) first term of 5 consecutive years is yet to be completed.

Directors retiring by rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the

Company, Mr. Christian Schlossnikl was liable to retire by rotation in the last AGM held on 24th July 2018. Being eligible, he offered himself for reappointment and the members appointed him as a Director.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Brijesh Arora shall retire by rotation at the ensuing AGM of the Company and being eligible offers himself for re-appointment. The Board recommends his re-appointment to the members of the Company in the ensuing AGM.

Statement on declaration given by Independent Directors

The members are informed that Independent Directors have given a declaration that they meet the criteria of independence as provided in sub-section 6 of the Section 149 of the Companies Act, 2013 and as provided under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board of the Company also confirms that the Independent Directors fulfill the criteria of being Independent Director as specified under the provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Independent Directors are persons of integrity and possesses relevant expertise and experience.

Familiarization program for Independent Directors

The Company follows an induction programme for orientation and training of Directors at the time of their joining so as to provide them with an opportunity to familiarize themselves with the Company, its operations, business philosophy and model, roles, rights, responsibilities of Independent Directors in the Company and Policies/Rules and Regulations of the Company.

Thereafter, the Company continues with periodic familiarization process of Independent Directors to keep them upto date with the developments in the Company. The details of such familiarization programme is also displayed on the website of the Company at the following link: http:// www.insilcoindia.com/notes.html.

22. DISCLOSURES RELATED TO REMUNERATION OF DIRECTORS AND KMPs

a. Corporate Governance - Disclosures as per provisions of Schedule V, Part II, Section II (B)(iv)(IV)

Mr. Brijesh Arora was appointed as Managing Director w.e.f. 4th August 2016 and disclosure in this regard pursuant to above provisions are given in the Corporate Governance Report attached to this report at Clause no. 3.2(D)(a).

b. Ratio of Remuneration of each Director to median remuneration of employees

Ratio of remuneration of Mr. Brijesh Arora to median remuneration of employees during the Financial Year 2018-19 was 15.25 : 1.

c. Percentage increase in remuneration of each Director and KMP

The annual increment of remuneration of employees is done every year w.e.f. 1st April. The annual increment w.e.f. 1st April 2018 of Director and KMPs are given below in % alongwith current designations i.e. designation as on the date of approval of this report.

Name Director/KMP % increase (w.e.f. 1st April 2018)
Mr. Brijesh Arora Managing Director 7.5%
Ms. Shivangi Negi KMP (Chief Financial Officer) 16.17%
Mr. Sarvesh Kumar Upadhyay KMP (Company Secretary) 16.07%

d. Percentage increase in the median remuneration of employees

The percentage increase in the median remuneration of employees in the Financial Year 2018-19 was 10.01%.

e. No. of permanent employees on the rolls of the Company

As on 31st March 2019, your Company had 108 permanent employees (excluding trainees) on the rolls of the Company.

f. Average percentage increase already made in the salaries of employee other than the managerial personnel in the Financial Year and its comparison with the percentage increase in the managerial remuneration and justification thereof and exceptional circumstances for increase in the managerial remuneration, if any

Particulars Financial Year 2018-19
Average percentage increase in the salaries of employee other than Managerial Personnel 10.27%
Average percentage increase in salary of Managerial Personnel 7.5%

g. Policy compliance affirmation

The remuneration of the Directors and KMP is as per the nomination and remuneration policy of the Company.

23. STATEMENT PURSUANT TO CLAUSE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

During the year, there was no employee of the Company:

- who was employed throughout the Financial Year 2018-19 and was in receipt of remuneration for that

financial year of not less than Rs. 10,200,000/-; or

- who was employed for a part of the Financial Year 2018-19 and was in receipt of remuneration at a rate which was not less than Rs. 850,000/- per month; or

- who was employed throughout or part of the Financial Year 2018-19 and was in receipt of remuneration in that Financial Year, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Whole-time Director and holds by himself or along with its spouse and dependent children, not less than two percent of the equity shares of the Company.

Top ten employees in terms of remuneration drawn during the Financial Year 2018-19

S. No. Name (In Alphabetical Order) Designation (as on 31st March 2019)
1 Mr. Anurag Srivastava Deputy General Manager - HR & Admin
2 Mr. Ashok Kumar Pandey Vice President - Procurement & Supply Chain
3 Mr. Brijesh Arora Managing Director
4 Dr. Madan Gopal Sinha General Manager - Works & Plant Head

 

S. No. Name (In Alphabetical Order) Designation (as on 31st March 2019)
5 Mr. Manoj Kumar Deputy General Manager - Information Technology
6 Mr. Pradeep Kumar Senior Manager - Environment, Safety, Health and Quality (ESHQ)
7 Mr. Rajeev Agarwal Senior Manager - Controlling
8 Mr. Sandeep Kumar Gupta Senior Manager - Engineering
9 Mr. Sarvesh Kumar Upadhyay Company Secretary
10 Ms. Shivangi Negi Chief Financial Officer

24. AUDITORS

The members are hereby informed that Price Waterhouse & Co Chartered Accountants LLP, (Firm Registration No. with ICAI - 304026E/E300009) was appointed as Statutory Auditor for the first term of 5 years in the 29th AGM to hold the office from the conclusion of the 29th AGM until the conclusion of the 34th AGM of the Company.

The members are also hereby informed about an appeal of PW India firms (including Price Waterhouse & Co Chartered Accountants LLP), before the Securities Appellate Tribunal (SAT). The members are hereby informed that the Securities and Exchange Board of India (SEBI) had announced the outcome (Order) of its enquiry into audit of Satyam Computer Services Limited (Satyam) carried out by one of the Price Waterhouse (PW) India firms (which was undertaken following disclosure in 2009 of a management led fraud) on the 10th of January 2018. The audit of Satyam itself was not carried by Price Waterhouse & Co Chartered Accountants LLP, the auditors of Insilco Limited. SEBI in its Order imposed a restriction on PW Audit firms [including Price Waterhouse & Co Chartered Accountants LLP] from undertaking statutory audit and other certification work for listed companies and intermediaries registered with SEBI for a period of 2 years against which the PW India firms have filed an appeal before the SAT. The SAT, recognizing the legal principle involved vide its Order dated 15th February 2018 has allowed PW India firms to continue statutory audits and other related certification work for its existing clients until March 2019, or until final disposal of the matter by SAT, whichever is earlier. As the quorum in SAT was not complete for hearing the matter in this case, PW preferred an appeal before Honble Supreme Court for extension of the period of interim relief as granted by SAT. The Honble Supreme Court vide its order dated 7th December 2018, inter-alia, mentioned that the interim order that has been passed in these proceedings (by SAT) should continue to operate at least until 31st March 2019 or until the SAT as properly constituted decides the appeal. SAT vide its order dated 4th April 2019 reserved its order and mentioned that interim order that has been passed earlier, will continue to operate till disposal of the appeals.

In view of the above order, our Statutory Auditor is eligible to conduct audit for the financial year 201819. Based on legal opinion received by the Statutory Auditor, the Board of Insilco are of the view that Price Waterhouse & Co Chartered Accountants LLP will be able to serve as Statutory Auditor of Insilco Limited for the year ending 31st March 2020 as SAT will be under obligation to protect interest of the companies for whom PW firms are already acting as Statutory Auditor as per the well-established principles of law.

25. COST AUDITOR/MAINTENANCE OF COST RECORDS

Maintenance of Cost Records for the FinancialYear 2018-19

Pursuant to the provisions of the Companies (Cost Records and Audit) Rules, 2014 dated 30th June 2014 as amended vide notification dated 31st December 2014, in the Financial Year 2018-19, the Company is required to maintain cost records and accordingly such accounts and records are made and maintained. The Board has appointed JSN & Co., Cost Accountant (Registration No. 000455) for maintenance of Cost Records of the products of the Company for the Financial Year ended 31st March 2019.

Maintenance of Cost Records for the FinancialYear 2017-18

The Company was required to maintain cost records for the Financial Year 2017-18. The Board had appointed JSN & Co., Cost Accountant (Registration No. 000455) for maintenance of Cost Records of the products of the Company for the Financial Year ended 31st March 2018. The report/certificate of JSN & Co., was placed before the Board in its meeting dated 24th July 2018.

26. AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and the Listing Regulations, the Board has constituted an Audit Committee. The composition of the Audit Committee was as follows:

As on 31st March 2019
S. No. Name of the Director Designation in Audit Committee
1 Mr. Dara Phirozeshaw Mehta Chairman
2 Ms. Sonia Prashar Member
3 Mr. Sanjeev Taneja Member

The Board of Directors of the Company has accepted all the recommendations made by the Audit Committee.

27. DISCLOSURE REGARDING SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES

The Company does not have any subsidiary, joint venture or associate company. During the year also there were no companies, which have become or ceased to be your Companys subsidiary, joint venture or associate company.

28. DEPOSITS

The Company has not accepted any deposits during the year pursuant to the provisions of Chapter V of the Companies Act, 2013.

29. MATERIAL ORDERS BY GOVERNING AUTHORITIES

There were no significant or material orders passed by any governing authority of the Company including regulators, courts or tribunals, which could affect the going concern status and the Companys operations in future.

30. ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH RESPECT TO THE FINANCIAL STATEMENT

The Company has laid down proper and adequate internal financial control for ensuring efficient and effective conduct of business, safeguarding of its assets and prevention and detection of fraud and errors with respect to internal financial statement. The same is explained in management and discussions and analysis report under the heading "Internal Control System and their adequacy".

31. OPERATIONS AT PLANT

During the financial year 2018-19, the plant of the Company at Gajraula remained shut down from 28th January 2019 to 12th February 2019 to carry some preventive maintenance activities. There was sufficient finished goods inventory with the Company to meet sales orders.

32. VALUE CREATION FOR CUSTOMERS

In our diverse and globalized world, it is becoming more and more important to gain a better understanding of the requirements of our customers and end-customers. Changing our perspective to view the world through the eyes of our customers allows us to see things differently and thus develop exceptional solutions. Our willingness to remain open to new things and to think in a flexible manner is the key to our culture of learning and innovation. As a Company, we are committed to provide our internal and external customers products and services that always unequivocally meet the agreed quality standards.

We offer a complete package solution of product plus service. This is one of the reasons that many of our customers prefer to buy from us.

33. SOCIAL RESPONSIBILITY

Good governance demands adherence to social responsibility coupled with creation of value in the larger interest of the general public. We are committed to continuously improving our performance in the areas of environmental protection, health and safety as well as to the principles of sustainable development and responsible care. We continue to contribute to society by appropriate means. We aim to enhance the quality of life of the community in general and have a strong sense of social responsibility.

34. WE BELIEVE IN QUALITY AS A SUCCESS FACTOR

Within the scope of Total Quality Management (TQM), we are continuously striving to improve the quality of our products, services and processes.

Learning from the global best practices of our parent Evonik Industries, we offer the same to our customers. This is the most important factor that our customers value and continue to support us.

35. PROCUREMENT EFFICIENCY AND SUPPLY CHAIN

Procurement is an essential element in the value- chain. We regard intensive cross-functional collaboration within the Company as indispensable. We have integrated procurement with the overall supply-chain function at the plant to make it more efficient and part of a cross-functional team at the plant.

36. CUSTOMER ORIENTATION STARTS WITH TALENT DEVELOPMENT AND FAIRNESS

The key to any success is a motivated and committed workforce. With support from Evonik and Management of Insilco, we have been conducting in-house skill development and training programmes. We also encourage our workforce to build a more customer- oriented approach.

37. CERTIFICATIONS AND RECOGNITIONS

Our plant at Gajraula is certified under the Environment Management Standard ISO 14001-2004 and Quality Management Standard ISO 14001-2015 and quality management standard ISO 9001-2015. We have also renewed HALAL & KOSHER certificates during the year for Food Safety Management System. Apart from these, we are also HACCP and FSSAI certified Company for the Food Safety Management System.

38. REPORT ON CORPORATE GOVERNANCE

Pursuant to the provisions of the Listing Regulations, the following are furnished forming part of this Directors Report:

i. Report on Corporate Governance together with a Certificate from Practising Company Secretary on compliance with the conditions of Corporate Governance as per provisions of Listing Regulations are attached as Annexure - 3 and 3.3 respectively.

ii. Certificate by Managing Director regarding compliance of Code of Conduct by the members of Board and Senior Managem ent as per provisions of Listing Regulations is attached as Annexure - 3.1.

iii. Certificate from Managing Director and Chief Financial Officer regarding correctness of the financial statements presented to the Board is attached as Annexure - 3.2.

39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to the provisions of the Listing Regulations, a Management Discussions and Analysis Report is enclosed as Annexure - 4 forming part of Annual Report.

40. COMPLIANCE OF SECRETARIAL STANDARDS

The Company is in compliance with the applicable provisions of Secretarial Standards.

41. MATERIAL CHANGES AND COMMITMENTS EFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE YEAR AND THE DATE OF THIS REPORT: None

42. DISCLOSURE BY SENIOR MANAGEMENT OF CONFLICT OF INTEREST, IF ANY

Pursuant to the provisions of regulation 26(5) of the Listing Regulations, the Senior Management of the Company have made a disclosure to the Board of Director that they have no personal interest in relation to all material, financial and commercial transactions that may have a potential conflict with the interest of the Company at large.

43. INDUSTRIAL RELATIONS

Your Company continued to enjoy cordial relations with all its employees. No man day was lost due to any Industrial Dispute.

44. FORWARD-LOOKING STATEMENT

This Report including its annexures contains forwardlooking statements that involve risks and uncertainties. The actual results, performance or achievements could differ materially from those expressed or implied in such forward-looking statements. Significant factors that could make a difference to the Companys operations include domestic and international economic conditions affecting demand-supply and price conditions, changes in government regulations, environmental regulations, tax regimes and other statutes.

45. ACKNOWLEDGEMENT

Your Board of Directors wish to thank and place on record their appreciation for the co-operation and support extended to the Company by the Government of India, State Government of Uttar Pradesh, other local authorities, Bankers, Suppliers, Customers, Distributors, Employees and other Stakeholders which have been a constant source of strength to the Company. The Board of Directors also expresses its sincere gratitude to all the shareholders for their continuous support and trust they have shown in the management. The dedication and sense of commitment shown by the employees at all levels during the year deserve special mention.

Your Company is thankful to the parent Company Evonik Degussa GmbH, Germany for continuously providing excellent management, technical and marketing support.

For & on behalf of the Board of
Insilco Limited
Sd/- Sd/-
Dara Phirozeshaw Mehta Brijesh Arora
Chairman of the Board Managing Director
DIN : 00041164 DIN : 00952523
Place : Noida
Date : 20th May 2019