AIndokem imited

(CIN NO.: L31300MH1964PLC013088)

Registered Office : Phone : 61236767 "KHATAU HOUSE", Ground Floor, Fax : 61236718 Mogul Lane, Mahim (West), Website : www.indokem.co.in Mumbai - 400 016.

To,

The Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai — 400 001

Respected Sir/ Madam,

Scrip Code: 504092

Subject: Disclosure under Regulation 34 (1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

With reference to the subject matter, please find enclosed herewith Annual Report of the Company for the Financial Year 2019-2020 in terms of Regulation 34(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Request you to kindly take the same on record.

Thanking You,

Yours Truly, For INDOKEM LIMITED

@is<

Rajesh D. Pisal Company Secretary and Compliance Officer Mumbai, qin September, 2020

Encl: As above

APPEAL TO SHAREHOLDERS

In order to save trees and environment by cutting down the consumption of costly paper habits, the Ministry of Corporate affairs (MCA) has taken a "Green Initiative in the Corporate Governance" by allowing paperless compliance by the Companies through electronic mode including service of notice / documents including Annual Report can be sent by email to its members. In accordance with the Circular No. 17/2011 dated 21.04.2011 and Circular No. 18/2011 dated 29.04.2011 issued by the Ministry. Companies had started the practice of sending various notices and documents, including documents for Annual General Meeting and Annual Report, to its shareholders through electronic mode, whose e-mail addresses are registered with the Company. In such case, the company is required to obtain email addresses of its members for sending the notice / documents through email by giving an opportunity to every member to register their email address and changes therein, if any, from time to time with the Company. To be a part of Green Initiative in the Corporate Governance, Indokem Limited has started to send documents like the notices for convening the General Meeting and Annual Reports in electronic form, to the email addresses of those members which are available in the Register of Members of the Company. To support this green initiative of the Government in full measure, members who have not registered their email addresses, so far, are requested to register their email addresses, in respect of electronic holdings with the Depository through their concern Depository Participants. Members who hold shares in physical form are requested to register their email addresses to the Company or its Registrar and Share Transfer Agents (RTA).

You are kindly requested to send an email to [email protected] and / or iklsecretarial@ gmail. com in order to register your email ID with Name of first holder, Folio No. / DP ID and Client ID. Members are further requested to provide copy of their PAN Card, Aadhar Card, bank details, contact number and address with proof, if there is any change.

On registration, all the communication will be sent to the email ID registered in the Folio No. /DP ID and Client ID to save time and to save trees.

We are sure you would appreciate the "Green Initiative" taken by MCA and as a responsible citizen you will whole heartedly support this initiative.

This move by the Ministry will benefit the society at large through reduction in paper consumption and contribution towards a Greener Environment. It will also ensure prompt receipt of communication and avoid loss in postal transit. We are sure that you would appreciate the "Green Initiative" taken by MCA and Indokem's desire to participate in such initiatives. Please contact the following:

REGISTRAR & SHARE TRANSFER AGENTS:	SECRETARIAL DEPT.
SHAREX DYNAMIC (INDIA) PVT. LTD.	INDOKEM LIMITED
C-101, 247 Park, L.B.S. Marg,	Plot No: 410 / 411, Khatau House,
Vikhroli (West), Mumbai– 400 083.	Mogul Lane, Mahim (West), Mumbai- 400 016.
Tel No.: +91-22- 2851 5606 / 2851 5644. Tel No.: +91-22- 6123 6711 / 6123 6767
Email: [email protected] Email: [email protected]
Website: www.sharexindia.com	Website: www.indokem.co.in

INDOKEM LIMITED

(CIN : L31300MH1964PLC013088)

BOARD OF DIRECTORS:

Mr. Mahendra K. Khatau Chairman and Managing Director Mr. Manish M. Khatau Whole-time Director Mrs. Asha M. Khatau Non-executive Director Mr. Kailash Pershad Non-executive Independent Director Mr. Bhalchandra Sontakke Non-executive Independent Director Mr. S. Rajagopalan (Died on 27.07.2020) Non-executive Independent Director Mr. Rahul Singh (w. e. f. 25.08.2020) Additional Non-executive Independent Director

KEY MANAGERIAL PERSONNEL:

Ms. Rupal B. Parikh Chief Financial Officer Mr. Rajesh D. Pisal Company Secretary and Compliance Officer

AUDITORS:

CNK & Associates, LLP

REGISTERED OFFICE:

Plot No: 410 / 411, Khatau House, Mogul Lane, Mahim (West), Mumbai - 400 016. Tel No.: +91-22- 6123 6767 / 6123 6711 Email: [email protected] Website: www.indokem.co.in

BANKERS: REGISTRAR & SHARE TRANSFER AGENT:

HDFC Bank Ltd. Sharex Dynamic (India) Pvt. Ltd. Axis Bank Ltd. C-101, 207 Park, L.B.S. Marg, Bank Of India Vikhroli (West), Mumbai - 400 083. Indian Overseas Bank Email: [email protected] Website: www.sharexindia.com

CONTENTS	PAGES
Chairman's Message	2-3
Notice of Annual General Meeting	4-17
Directors' Report	18-36
Management Discussion and Analysis Report	37-40
Corporate Governance Report	41-60
Secretarial Audit Report	61-62
Independent Auditor's Report	63-69
Balance Sheet	70
Statement of Profit and Loss	71
Statement of Changes in Equity	72
Cash Flow Statement	73-74
Notes to the Financial Statements	75-109

54th Annual General Meeting (AGM)

Day, Date & Time: Tuesday, 29th September, 2020 at 3:00 P.M.

Through Video Conferencing ("VC") / Other Audio Visual Means.

CHAIRMAN'S MESSAGE

My Dear Shareholders,

It is my privilege to present the 54th Annual Report of your Company. We have attempted to present the Company's information in an all-encompassing format for a deeper and richer understanding of our sustainable journey.

I would now briefly review performance of the Company during the year ended 31st March, 2020. We are all living in very uncertain and unprecedented times. The Indian economy was already treading on thin ice in 2019, when COVID-19 took us all by surprise. Even though the impact of the pandemic was towards the end of the financial year, the outcome on our operations was substantial. We were all under lockdown in the last few days of March, when a significant part of the invoicing for the fourth quarter takes place. With COVID, the impact on communities around the World has been devastating. Coming to our financials, the total gross revenue earned by the Company was Rs.89.61 crores as against total revenue of Rs. 79.40 crores of previous year, which is an increase of 13% as compared to last year, despite global slowdown. Profit after tax for the year was Rs.0.51 crore compared to loss after tax of Rs.0.98 crores in financial year 2018-19. Our Company attained its best performance in past few years.

In year 2019-20, we worked towards restructuring several of the Company's operations to reduce costs, streamline operations and match capacity with market demand. Responding effectively to the challenges of market cycles has helped us perform steadily during periods of downturns.

We are living in time where various extraordinary changes are taking place around us which is altogether reshaping the way we live and the way we work. Though our inspiring Legendary Founder, Shri. Dharamsey Khatau, is not in our midst, the values he cherished and which have in fact equipped our Company to withstand the test of time - Integrity, Excellence, Humility, Hard work and Larger purpose - continue to guide us as we endeavor strengthening our people, processes and products, keeping in focus what our Company can and ought to be in the years to come.

The world GDP at US\$ 87.27 tn. grew at 2.9%, slower than 3.6% in 2018. The USA, China, Japan and Germany remained ahead of India. Indian GDP at US\$ 2.94 tn. grew at 4.2%, slower than 6.8% in 2018. These numbers may remain less relevant in the short-term as the endeavour for the countries will be to decisively overcome the pandemic and for the businesses, to fast adjust to the new normal. In so many ways, this is true for India and also our Company.

The world Chemical industry at US\$ 4.2 tn. grew at (9)% of the world GDP. Indian Chemical industry at US\$ 145 bn. grew at 2% of Indian GDP. Most of the products we use in our life are enabled by chemistry. As a diverse entity, driven by science and technology, our Company is well poised to face the future.

Company has also invested in new machineries to manufacture new products range from Ambernath Unit. IT system and infrastructure is being continuously monitored and enhanced with any required upgrades. Our major products have received GOTS (Global Organic Textile Standard) certification. Company has invested on automation and attractive Packing Material for our products which has shown better effects. Company has invested in Quality Control machinery in Laboratory and qualified staff to meet global standards.

Looking back at F. Y. 2019-20, we saw improvement in the demand conditions in the export market as compared to the previous year with trade and supply channels recovering from the past disruptions caused by demonetisation and the implementation of the Goods and Services Tax (GST). However customer confidence was uncertain and this has reflected in a marked slowdown witnessed in some of the large sectors of the economy. Concerns do exist on account of increasing fuel prices which may push up inflation, trade protection policies of USA and China, fluctuations in foreign exchange rates, persistently tight credit conditions accentuated by the challenges in the NBFC (Non-Banking Financial Company) sector, rising unemployment and low rural and urban income growth were key contributors to the dampened sentiment, which can have an impact on exports and costs of imports. Shutdown of capacities in China due to environmental issues leads to increase in price of input materials, which impacts Company's profitability to the extent that the same are not absorbed by the market through price increases and / or could have a negative impact on the demand in the market. At the overall level, I am very happy with the performance we have been able to deliver notwithstanding difficult business conditions.

According to IMF reports, there has been a cyclical slowdown in global growth since late 2019 and is continuing to firm up. We continuously innovated by launching new products thereby moving forward in our journey. At the same time we continue to uphold the highest standards of corporate governance treating them as an ethical requisite rather than a regulatory necessity and continue to base all our actions on the principles of fairness trust and transparency. Looking forward the business environment will remain true to its nature – as uncertain and as unpredictable as ever. In such an environment only those organisations that put in efforts to remain relevant to the changing needs and preferences of customers – understanding the consumer requirements and adapting the business model to suitably address these requirements will be able to deliver long-term growth and sustainable returns to all the stakeholders.

I regret to inform the sudden and sad demise of Mr. Rajagopalan Sesha, Independent Director on the Board of Indokem Limited, on 27th July, 2020, due to cardiac arrest. The Company immensely benefitted from his knowledge and experience during his tenure. All the Directors and employees of the Company convey deep sympathy, sorrow and condolences to his family. On behalf of the Board, I am very happy to announce the appointment of Mr. Rahul Singh joining our Company as the Additional Independent Non-executive Director, effective 25th August, 2020. Rahul Singh has over 15-year-long career as Company Secretary and Compliance Officer with variety of industrial businesses in India, including Copper, Automobile, Real Estate, Telecommunications, Mobile Manufacturing, Steel, Aluminum Foil and amplifier Sector. Apart from his diverse experience in related sectors, he has a deep understanding of Corporate Laws, Legal, Insolvency and Bankruptcy Code 2016, SEBI, FEMA and other applicable laws.

As of this writing, several of our plants and offices are temporarily working at reduced capacity and our community is being impacted in so many ways by the COVID-19 global pandemic. We had planned for 2020 to be a difficult year with decreased demand in most of our major markets, and that planning is serving us well as we now navigate additional pandemic-related challenges. Unfortunately, the worst is not over yet and this challenging situation will continue for longer than initially expected.

Notwithstanding the short-term challenges, our long-term strategy remains unchanged. We continue to develop unique products that help us deliver on our commitment of sustainability. As part of our strategy to derisk the volatility of the businesses, we continue to focus on increasing our product footprint both in India and overseas.

To conclude, we had a good year. We remain encouraged and confident of achieving our long term objectives of inclusive, sustainable and profitable growth. As we look ahead, I feel confident of strong growth in the medium to long term.

I am confident that our disciplined strategy, prudent approach, focus on agile execution and our committed team will enable us to improve performance further and create greater shareholder value.

Even in 2020, after completion of 54 years of our Company, we work with the same newness, optimism and purpose. We at Indokem deeply value the involvement, critical analysis and encouragement shown by Directors and I am privileged to have them on the Board of our Company. I appreciate the efforts of every member of Khatau family we may be growing in numbers, but our Purpose is common and shared. In the travails of the past and in the new paradigm we are envisaging for the future, our constant source of strength is the indefatigable spirit of our employees and I would like to thank them for their commitment, patience and hard work. I am grateful to our employees, customers, suppliers, banks and financial institutions for giving us an opportunity to serve and helping us evolve our vision and articulate growth related strategies. The Company has received and I am sure, will continue to receive active cooperation from all the shareholders of the Company. I recognise the positive approach of the communities which surround our production sites in India. I thank you for your faith; it brings out the best in us.

Sincerely,

Mahendra K. Khatau Chairman and Managing Director DIN: 00062794

INDOKEM LIMITED

(CIN: L31300MH1964PLC013088)

Regd. Office: Plot No. 410 / 411, Khatau House, Mogul Lane, Mahim (West), Mumbai - 400 016.

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the FIFTY FOURTH Annual General Meeting of the members of the Company will be held on Tuesday, 29th September, 2020 at 3:00 P.M. through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Annual Audited Financial Statements of the Company for the year ended 31st March, 2020 including the Balance Sheet as at 31st March, 2020 and the Statement of Profit and Loss and the Cash Flow Statement as on that date together with the Directors' and Auditors' Report thereon.
1. To appoint a Director in place of Mrs. Asha Mahendra Khatau (DIN: 00063944), who retires by rotation at this Annual General Meeting and being eligible has offered herself for re-appointment.

SPECIAL BUSINESS:

Re-appointment of Whole-time Director of the Company:

To consider and if thought fit, to pass with or without modification(s), the following resolution as SPECIAL RESOLUTION:

"RESOLVED THAT in accordance with the provisions of Section 196, 197, 203 and other applicable provisions, if any, of the Companies Act, 2013 read with Schedule V of the Companies Act, 2013 and the rules made there under, including any statutory modifications and re-enactments thereof, the consent of the Members of the Company be and is hereby accorded to re-appoint Mr. Manish M. Khatau as the Whole-time Director (DIN: 02952828) of the Company for a period of 3 (three) years commencing from 1st March, 2021 to 29th February, 2024 upon the terms and conditions and remuneration as recommended by the Nomination and Remuneration Committee of the Board and approved by the Board of Directors of the Company, set-out in the Explanatory Statement pursuant to Section 102 of the Act annexed to the Notice convening this Meeting (including the remuneration to be paid in the event of loss or inadequacy of profits during the tenure of his re-appointment), with liberty to the Board of Directors to alter and vary the terms and conditions of the said re-appointment in such manner as may be agreed to between the Board and Mr. Manish M. Khatau.

RESOLVED FURTHER THAT all the Directors and Key Managerial Personnel of the Company be and are hereby severally authorised to do all such acts, deeds and things, including but not limiting to filing of the necessary forms and documents with the Registrar of Companies and other regulatory authorities, and to do all such acts, deeds and things as may be necessary to give effect to the foregoing resolutions."

Approval for Transactions with the Related Parties under Section 188 of Companies Act, 2013:

To consider and if thought fit, to pass with or without modification(s), the following resolution as a SPECIAL RESOLUTION:

"RESOLVED THAT pursuant to the provisions of Section 188 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Meetings of Board and its Powers) Rules, 2014 (including any statutory modifications or re-enactment thereof for the time being in force), consent of the Members of the Company be and is hereby accorded for entering into related party transactions with the parties and up to the limits as stated herein below:

Sr.	Name of related parties			Transaction defined u/s 188 of Companies Act, 2013
No.		Sale , purchase or supply of any goods, materials	Leasing of property of any kind	Availing or rendering of any services or appointment of any agent for purchase or sale of goods, materials, services or property
	On actual basis, exempted being in the ordinary course of business and on arm's length basis. (Subject to
1.	a maximum of amount p.a. as mentioned against the name of the Company) Samudra Dye-Chem Private Limited	3	0.25	5
2.	Spiweld Chemtrade Private Limited	3	0.25	5
3.	Textomax Chemicals Private Limited	3	0.25	5
4.	Formost Chemicals Private Limited	3	0.25	5
5.	Chemron Texchem Private Limited	3	0.25	5
6.	Priyamvada Holdings Limited	3	0.25	5
7.	Asha Marine Products Private Limited	1	0.25	1
8.	Emerald Capital Services Private Limited	1	0.25	1
9.	Vindhypriya Holdings Private Limited	1	0.25	1
10.	Khatau Leasing & Finance Company Private Limited	1	0.25	1
11.	Prism Plantations Private Limited	1	0.25	1
12.	Khatau Holding & Trading Company Private Limited	1	0.25	1
13.	Prerana Leasing & Finvest Private Limited	1	0.25	1
14.	MKK Holdings Private Limited	1	0.25	1
15.	Priyanilgiri Holdings Private Limited	1	0.25	1
16.	Refnol Resins & Chemicals Limited	10	0.25	1
	PARTNERSHIP FIRMS:
1.	Orchard Acres	10	0.50	1
	Directors / KMPs / Relatives of Directors & KMPs / Other Firms & Companies in which Directors have some interest as per the provisions of section 2(76) of the Companies Act, 2013:
1.	Mr. Mahendra K. Khatau	-	0.25	10
2.	Mrs. Asha M. Khatau	-	0.25	3
3.	Mr. Manish M. Khatau	-	0.25	5
4.	Ms. Priya M. Khatau	-	0.25	5
5.	*Chief Financial Officer	-	-	0.50
6.	*Company Secretary	-	-	0.50
7.	*Managing Director	-	-	2
	*Any Contract between the Company & person appointed / designated as Company Secretary, Chief Financial Officer and Managing Director
Any Contract or transaction with all the above parties for selling or otherwise disposing of, or buying, property of any kind to be on marker value and on arm's length relationship basis.

necessary forms and documents with the Registrar of Companies and other regulatory authorities, and to do all such acts, deeds and things as may be necessary to give effect to the foregoing resolutions."

Appointment of Mr. Rahul Singh (DIN: 07477748) as Independent Non-executive Director:

To consider and if thought fit, to pass with or without modification(s), the following resolution as ORDINARY RESOLUTION:

"RESOLVED THAT pursuant to provisions of Section 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and rules of the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment for the time being in force) and as per applicable Regulations and schedules of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, consent of the members be and is hereby accorded for regularisation of appointment of Mr. Rahul Singh (DIN: 07477748) from additional Independent Director to Independent Director, as recommended by Nomination and Remuneration Committee and Board of Directors, in their meeting held on 25th August, 2020, to hold office for a period of five years w. e. f. 29th September, 2020, and a declaration that he meets the criteria of independence as provided under Section 149(6) of the Act and shall not be liable to retire by rotation hereinafter in accordance with the provisions of the Companies Act, 2013.

For Indokem Limited By order of the Board

Place: Mumbai Rajesh D. Pisal Date: 25th August, 2020 Company Secretary

Sd/-

NOTES:

FOR JOINING THE AGM THROUGH VC/OAVM:

1. The detailed procedure for participating in the AGM through VC/OAVM is as under:
i. In view of the continuing COVID-19 pandemic, the Ministry of Corporate Affairs ("MCA") vide its circular dated 5th May, 2020 read with circulars dated 8th April, 2020 and 13th April, 2020 (collectively referred to as "MCA Circulars") and Securities and Exchange Board of India vide Circular No. SEBI/HO/CFD/CMD1/ CIR/P/2020/79 dated 12th May, 2020 ("SEBI Circular") has permitted the holding of the Annual General Meeting ("AGM") through VC / OAVM, without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 ("Act"), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and MCA Circulars, the AGM of the Company is being held through VC / OAVM.
ii. Members will be provided with a facility to attend the AGM through the National Securities Depository Limited (NSDL) integrated e-Voting and AGM attendance system.
iii. Members may access the same at https://www.evoting.nsdl.com under shareholders/members login by using the remote e-voting credentials. The link for VC/OAVM will be available against the name and EVEN of the Company.
iv. Members who do not have the User ID and Password for e-voting or have forgotten the User ID and Password may retrieve the same by following the procedure stated in the instructions related to e-voting, mentioned in the Notice. Further members can also use the OTP based login for logging into the e-voting system of NSDL.
v. Members can participate in the AGM through smart phone / laptop; however, for better experience and

smooth participation, members are advised to join through a laptop connected through broadband. Please note that members connecting from mobile devices or tablets or through laptops etc. connected via mobile hotspot may experience audio / video loss due to network fluctuation. It is therefore recommended to use a stable Wi-Fi or LAN connection.

vi. Members, who would like to express their views / pose questions / register as speaker shareholder at the AGM, may send their questions in advance before Tuesday, 22nd September, 2020 by 3.00 p.m. from their registered email address mentioning their name, demat account number / folio number and mobile number, to the Company's email address [email protected]. The Members who have registered themselves as speaker will only be allowed to ask queries / express their views during the AGM. The Company reserves the right to limit the number of Members asking questions depending on the availability of time at the AGM.
vii. For convenience of the members and proper conduct of AGM, members can login and join the AGM 15 minutes before the time scheduled for the AGM. Access will be open throughout the proceedings of AGM as well.
viii. Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
ix. Members who need assistance before or during the AGM with use of technology, may:
send a request at [email protected] or use Toll free no.: 1800-222-990; or
specifically for assistance with VC/OAVM facility, contact NSDL at the designated email ID: evoting@ nsdl.co.in
1. Corporate Members are requested to send a scanned copy of a duly certified Board Resolution authorising their representative(s) to the Company, at [email protected] for participating at the AGM.
1. As physical attendance of the members is dispensed with by law for VC / OAVM facilitated AGMs, the facility of appointment of proxies by members will not be available for the Meeting.

INSTRUCTIONS RELATED TO E-VOTING:

1. The Company will be providing e-voting facility to the Members so as to facilitate them to cast their vote on all resolutions set forth in this Notice electronically, through e-voting services provided by NSDL.
1. The remote e-voting period shall commence on Saturday, 26th September, 2020 at 09:00 A.M. and ends on Monday, 28th September, 2020 at 05:00 P.M. The remote e-voting module shall be disabled at 5.00 p.m. on 28th September, 2020. Once the vote on a resolution is cast by a member, the member shall not be allowed to change it subsequently or cast the vote again.
1. The instructions for e-voting are as under:

Step 1: Log-in to NSDL e-voting system at https://www.evoting.nsdl.com/

How to Log-in to NSDL e-Voting website?
a. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl. com/ either on a personal computer or on a mobile.
b. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholders' section.
c. A new screen will open. Member will need to enter his/her User ID, Password and a verification code as shown on the screen. Alternatively, if the member is registered for NSDL eservices i.e. IDEAS, he/she can log-in at https://eservices.nsdl.com / with existing IDEAS login. Once the member logs-in to NSDL eservices after using log-in credentials, click on e-voting and proceed to Step 2 i.e. Cast your vote electronically.
d. User ID details are given below:

	Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a)	For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b)	For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12 then your user ID is 12
c)	For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the Company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

e. The password details are given below:
1. If the, member is already registered for e-Voting, then he/she can user the existing password to login and cast his/her vote.
1. If the member is using NSDL e-Voting system for the first time, the member will need to retrieve the 'initial password' which was communicated to the member. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force the member to change the password.
1. How to retrieve the 'initial password'?
2. i. If your email ID is registered in your demat account or with the Company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. The password to open the .pdf file is the 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
3. ii. If your email ID is not registered, please refer to point 25 below.
f. If the member is unable to retrieve or have not received the "Initial password" or has forgotten the password:
1. Click on "Forgot User Details/Password?" option available on www.evoting.nsdl.com, if you are holding shares in your demat account with NSDL or CDSL.
1. Click on Physical User Reset Password? Option available on www.evoting.nsdl.com, if you are holding shares in physical mode.
1. If the member is still unable to get the password by aforesaid two options, he/she can send a request at [email protected] mentioning the demat account number/folio number, PAN, name and registered address.
1. Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
g. After entering the password, tick on Agree to "Terms and Conditions" by selecting the check box.
h. Thereafter the member will have to click on "Login" button.
i. After the member clicks on the "Login" button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-voting system

How to cast your vote electronically on NSDL e-Voting system?
a. After successful login at Step 1, the member will be able to see the Home page of e-Voting. Click on e-Voting. Then, click on Active Voting Cycles.
b. After click on Active Voting Cycles, the member will be able to see all the Companies "EVEN" in which he/she is holding shares and whose voting cycle is in active status.

c. Select "EVEN" of Company for which you wish to cast your vote.
d. Now you are ready for e-voting as the voting page opens.
e. Cast the vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
f. Upon confirmation, the message "Vote cast successfully" will be displayed.
g. The member can also take a printout of the votes cast by him/her by clicking on the print option on the confirmation page.
h. Once the member confirms the vote on the resolution, he/she will not be allowed to modify the vote.

INSTRUCTIONS FOR MEMBERS FOR E-VOTING ON THE DAY OF THE AGM:

1. In terms of the provisions of Section 107 of the Companies Act, 2013, since the resolutions as set out in this Notice are being conducted through e-voting, the said resolutions will not be decided on a show of hands at the AGM.
1. Members who are participating in the AGM through VC/OAVM on 29th September, 2020 can cast their vote during the meeting electronically through e-voting services provided by NSDL.
1. The e-voting at the AGM will begin once the Chairman or Company Secretary announces the commencement of the e-voting during the AGM.
1. The e-voting module shall be disabled by NSDL for voting after the conclusion of the meeting.
1. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.
1. The procedure for e-voting at the AGM is the same as mentioned above for remote e-voting and the same e-voting credentials need to be entered while e-voting at the AGM.
1. The members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM through VC/OAVM but shall not be entitled to cast their vote again.
1. Members can reach out for assistance in this respect to NSDL personnel at phone number and email ids mentioned at 1 (viii) above.

INSTRUCTIONS COMMONLY APPLICABLE TO E-VOTING PRIOR TO OR AT THE AGM:

1. A person whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date (i.e Tuesday 22nd September, 2020) only shall be entitled to attend the AGM through VC/OAVM on 29th September, 2020 and avail the aforesaid facility of remote e-voting as well as e-voting at the AGM.
1. Any person who acquires shares of the Company after dispatch of this Notice and holds shares as of the Cut-Off Date i.e. as on Tuesday 22nd September, 2020, may obtain login ID and password by sending a request to [email protected] by mentioning his/her Folio No. or DP ID and Client ID. However, if you are already registered with NSDL for e-voting, you can use your existing User ID and password for casting your vote and attending the AGM.
1. In case of joint shareholders, only such joint holder who is higher in the order of names will be entitled to vote.
1. Corporate / Institutional Members (Corporate/ Fls / Flls / Trusts / Mutual Funds / Banks, etc.) are required to send scan (PDF format) of the relevant Board resolution to the Scrutiniser through e-mail to pcssamitatanksale@ gmail.com with a copy to [email protected].
1. It is strongly recommended not to share e-voting password with any other person and take utmost care to keep your password confidential. Access to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) and e-voting user manual for shareholders available in the download section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request to NSDL at the designated email ID: [email protected] or at telephone number +91 22 24994545.
1. Mrs. Samita Tanksale, Practicing Company Secretary, (Membership No. 26044) has been appointed Scrutiniser for scrutinising the e-voting process in a fair and transparent manner. The Scrutiniser shall, within a period not exceeding three days from the conclusion of the e-voting period, unblock the votes in the presence of at least two witnesses not in the employment of the Company and make a Scrutiniser's Report of the votes cast in favour or against, forthwith to the Chairman of the Company.
1. The Results of remote e-voting and e-voting at the AGM, on resolutions shall be aggregated and declared on or after the AGM and the resolutions will be deemed to be passed on AGM date subject to receipt of the requisite numbers of votes in favour of the Resolutions.
1. The Results declared, along with the Scrutiniser's Report, shall be placed on the Company's website www.indokem.co.in and on the website of NSDL within forty eight hours of the conclusion of the AGM and communicated to BSE Ltd., the Stock Exchange where the shares of the Company is listed.

UPDATION OF EMAIL ADDRESS TO RECEIVE E-COPY OF ANNUAL REPORT, ATTENDANCE AND E-VOTING CREDENTIALS:

In accordance with Section 101 of the Companies Act, 2013 read with Rule 18 of the Companies (Management and Administration) Rules, 2014 and the aforesaid Circulars, the Annual Report of the Company for the financial year 2019-20, including the Notice convening the AGM, being sent by email to the members whose email addresses are available with the depositories for communication purposes or are obtained directly from the members, as per Section 136 of the Companies Act, 2013 and Rule 11 of the Company (Accounts) Rules, 2014. For other members, who have not registered their email addresses, the Annual Report is available on the Company's website at www.indokem.co.in and on the website of the BSE Ltd., the Stock Exchange where the shares of the Company is listed. Members who have not registered their email addresses so far are requested to get their email addresses registered. Members holding shares in dematerialised mode are requested to register / update their email addresses with the relevant Depository Participants. Members holding shares in physical mode are requested to update their email addresses with the Company's RTA, Sharex Dynamic (India) Pvt. Ltd. at [email protected] with a copy to [email protected] to receive copies of the Annual Report 2019-20 in electronic mode by sending a scanned copy of the signed request letter mentioning their Folio No., name scanned copy of the share certificate (front and back), PAN (self‑attested scanned copy of PAN card) and AADHAR (self-attested scanned copy of Aadhar card) for registering email address.

GENERAL INSTRUCTIONS:

1. Pursuant to the provisions of Section 91 of the Companies Act, 2013, read with Rule 10 of Companies (Management and Administration) Rules, 2014 and pursuant to Regulation 42 of Listing Regulations, the Register of Members and Share Transfer Books of the Company will remain closed from 23rd September, 2020 to 29th September, 2020 (both days inclusive) for the purpose of Annual General Meeting.
1. The statement setting out details relating to the Special Business to be transacted at the AGM, pursuant to Section 102(1) of the Companies Act, 2013, is annexed hereto.

All the documents referred to in the Notice and Explanatory Statement will be available for inspection in electronic mode by the Members between 11.00 a.m. and 1.00 p.m. on all working days, except Saturdays, from the date hereof upto the date of the Meeting by sending an email to [email protected].

1. The Annual Report of the Company along with the Notice of the 54th Annual General Meeting is also available on the website of the Company, www.indokem.co.in and on the website of BSE Ltd. As per Section 136(1), the copies of the aforesaid documents will also be available for inspection in electronic mode between 11.00 a.m. and 1.00 p.m. on all working days, excluding Saturdays, by sending an email to [email protected].
1. As per Securities and Exchange Board of India (SEBI) Notification No. SEBI/LAD-NRO/GN/2018/24 dated 8th June, 2018 and further amendment vide Notification No. SEBI/LAD-NRO/GN/2018/49 dated 30th November, 2018, requests for effecting transfer of securities (except in case of transmission or transposition of securities) shall not be processed from 1st April, 2019 unless the securities are held in the dematerialized form with the depositories. With the said changes which came into effect from 1st April, 2019, Equity Shares of the Company shall be eligible for transfer only in dematerialized form. Therefore, the Members are requested to take necessary actions to dematerialize their physical Equity Shares of the Company promptly.
1. Members, who still hold share certificates in physical form, are advised to dematerialize their shareholding to

avail the numerous benefits of dematerialization, which includes easy liquidity, ease of trading and transfer, savings in stamp duty and elimination of any possibility of loss of documents and bad deliveries.

1. The Securities and Exchange Board of India has mandated the submission of Permanent Account Number (PAN) by every participant in the securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Registrar and Share Transfer Agent.
1. Since the AGM will be held through VC/OAVM means, the Route Map is not annexed in this Notice. The Registered Office of the Company will be deemed to be the venue of the AGM.

For Indokem Limited By order of the Board

Place: Mumbai Rajesh D. Pisal Date: 25th August, 2020 Company Secretary

Registered Office:

Plot No. 410 / 411, Khatau House, Mogul Lane, Mahim (West), Mumbai – 400 016.

Explanatory Statement u/s. 102 of the Companies Act, 2013:

Item No: 3

Re-appointment of Whole-time Director:

The tenure of Mr. Manish M. Khatau, who was appointed as the Whole-time Director of the Company by the members of the Company expires on 28th February, 2021. Company is desirous to re-appoint Mr. Manish M. Khatau (DIN : 02952828), as the Whole-time Director of the Company for a period of 3 (three) years with effect from 1st March, 2021 and he has consented for the same.

Mr. Manish M. Khatau son of Mr. Mahendra K. Khatau (Chairman and Managing Director), of the Company aged 33 years has completed his graduation in BBA (Bachelor in Business Administration) from American Intercontinental University of London. He was appointed as Vice President - Corporate Strategy in the Company during the year 2009 and after 7 years of rich and varied experience with the Company as Vice President, he was appointed as Wholetime Director of the Company during the year 2016. He is very much informed about the working environment and norms of this industry. During his tenure he expanded business of the Company by introducing new clients and new products, to utilize his knowledge and experience in the operations of the Company and keeping in view of the same, it would be in the interest of the Company to re-appoint Mr. Manish M. Khatau as Whole-time Director for a period of 3 (three) years with effect from 1st March, 2021 subject to the approval of Shareholders at the General Meeting.

In terms of the Corporate Governance Guidelines of the Company and pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company passed a resolution on 25th August, 2020 approving re-appointment of Mr. Manish M. Khatau, as Whole-time Director of the Company for a further period of 3 (three) years with effect from 1st March, 2021 upto 29th February, 2024, subject to the approval of the members at this AGM.

This explanatory statement may also be read and treated as disclosure in compliance with the requirements of Section 190 of the Companies Act, 2013.

The details of remuneration payable to Mr. Manish M. Khatau are given below:

Particulars	(Amount in Rs. Per annum)
Salary	13,20,000
House Rent Allowance	10,20,000
City Compensatory Allowance	8,94,240

Sd/-

Medical Allowance	72,000
LTA	72,000
Gratuity	63,360
Provident Fund	1,58,400
Total	36,00,000

As the terms of remuneration proposed, there is no change in his existing remuneration which is in conformity with the relevant provisions of the Companies Act, 2013, read with Schedule V of the Act, approval of Central Government is not required.

The details of remuneration paid to Mr. Manish M. Khatau for the year 2019-20 is provided in the Corporate Governance Report forming part of the Annual Report.

Mr. Manish M. Khatau is related to Mr. Mahendra K. Khatau, Chairman and Managing Director and Smt. Asha M. Khatau Director of the Company.

None of the Directors and KMP except Mr. Mahendra K. Khatau and Smt. Asha M. Khatau are concerned or interested in passing the above resolution.

The Board therefore recommends passing of Special Resolution as mentioned in Item No. 3 of the Notice.

I. GENERAL INFORMATION:

1) Nature of industry: Dyes and Chemicals.

2) Financial Performance based on given indicators:

During the year ended 31st March 2020 the Company achieved total Income of Rs.9,055 Lakhs, a profit before depreciation and tax of Rs.164 Lakhs and profit for the year was Rs.52 Lakhs. The detailed financial performance of the Company is discussed in the enclosed Annual Report for the year ended 31st March, 2020.

3) Foreign investments or Collaborations, if any:

There are no foreign investments made or collaborations in the Company.

II. INFORMATION ABOUT APPOINTEE AND OTHER INFORMATION:

1) Background Details:

Mr. Manish M. Khatau is a promoter of the Company and holding 35592 (0.15%) equity shares in the paid-up capital of the Company. During the last financial year, Mr. Manish M. Khatau attended all the 4 Board Meetings of the Company.

Other Directorship:

Indokem Limited – Whole-time Director

Committees Positions:

Sr. No.	Name of the Company	Name of the Committee	Chairman/ Member
1.	Indokem Limited	Committee of Board of Directors	Member
2.	Indokem Limited	Share Transfer Committee	Member
3.	Indokem Limited	Risk Management Committee	Member

2) Past Remuneration:

Rs.36,00,000/- p.a. plus other terms and conditions as per service contract. (Financial Year 2019-20)

3) Recognition or awards: NIL

4) Job profile and suitability:

Mr. Manish M. Khatau (DIN: 02952828) shall be responsible for the day-to-day operations and managing the affairs of the Company under the superintendence, guidance and control of the Board.

He is functioning as Whole-time Director of the Company since 1st March, 2016.

5) Remuneration proposed:

As mentioned above under explanatory statement.

6) Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person:

Keeping in view the type of the industry, size of the Company and the responsibilities and profile of Mr. Manish M. Khatau, the proposed remuneration is competitive with the remuneration paid by other Companies in similar line of business to such managerial personnel.

7) Pecuniary relationship with the Company, or relationship with the managerial personnel:

Mr. Manish M. Khatau is a promoter of the Company and holding (35592 equity shares) aggregating to 0.15% of equity shares in the paid-up capital of the Company. Mr. Mahendra K. Khatau, Smt. Asha M. Khatau, Directors of the Company, may be deemed to be interested in the Resolution pertaining to the appointment of and remuneration payable to Mr. Manish M. Khatau as they are related to each other. Save and except the above, none of the other Directors or Key Managerial Personnel of the Company are, in any way, concerned or interested in the Resolution.

III. OTHER INFORMATION:

1) Reasons of loss or inadequate profits:

Uncertain economic conditions, poor economic growth, high inflation, slow-down in industrial growth and Covid-19 epidemic severely affected the capital market. This had an adverse effect on profitability.

2) Steps taken /to be taken for improvement:

The Company has modernized its facilities and expanded its existing capacities of plant operations to produce more value added chemicals. The Company continues to make all efforts to recover dues from the clients by negotiations or by resorting to legal recourse. The Company has introduced new products and strategies to increase its sales volume.

3) Expected increase in productivity and profits:

The Management expects that the above and other efforts underway would result in an improved performance. However, considering the nature of the Company's activities and related factors, it is difficult to lay down expected profits in measurable terms.

IV. DISCLOSURES:

The details required to be furnished under the Disclosures, are already provided wherever applicable under the Explanatory Statement and Corporate Governance Report.

Mr. Manish M. Khatau satisfies all conditions set out in Schedule V to the Act as also conditions set out under Section 196(3) of the Act for being eligible for re-appointment. He is not disqualified from being a Director in terms of Section 164 of the Act.

In compliance with provisions of Sections 196 and 197 and other applicable provisions of the Act, read with Schedule V of the Act, the terms of re-appointment and remuneration of Mr. Manish M. Khatau as specified above are now placed before the Members for their approval.

Mr. Manish M. Khatau is interested in the Resolutions as set out in the Notice which pertains to his appointment and remuneration payable to him.

Except Mr. Mahendra K. Khatau and Smt. Asha M. Khatau or their relatives, none of the Directors and Key

Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise in this resolution set out at Item No. 3.

This Explanatory Statement may also be regarded as a disclosure under Regulations of SEBI (Listing Regulations, 2015) with the Stock Exchange.

The Board recommends the Special Resolution as set out at Item No. 3 of the Notice for your approval.

ITEM NO. 4:

Transactions with Related Parties u/s 188 of the Companies Act, 2013

The provisions of Section 188(1) of the Companies Act, 2013 governs Related Party Transactions and require a Company to obtain prior approval of the Board of Directors and in case paid up share capital or transactions as may be prescribed from time to time are more, then prior approval of shareholders by way of Special Resolution is required.

Further, third proviso to Section 188(1) provides that nothing shall apply to any transaction entered into by the Company in its ordinary course of business other than transactions which are not on Arm's Length Basis.

Though the Company is not coming under the purview of Section 188(1) and all transactions are on Arm's Length Basis /Ordinary Course of Business, however as a good Corporate Governance, Company is seeking approval of the members.

The provisions of Section 188 (3) also provide that any contract or arrangement entered into under Section 188 (1) may be ratified by the Board, or as the case may be, by the shareholders at a meeting within three months from the date on which such contract or arrangement were entered into.

In light of the provisions of the Companies Act, 2013, the Board of Directors of your Company has approved the proposed transactions along with annual limits that your Company may enter into with its Related Parties (as defined under the Companies Act, 2013) for the financial year 2020-21 in the Board Meeting held on 16th July, 2020.

All prescribed disclosures as required to be given under the provisions of the Companies Act, 2013 and the Companies (Meetings of Board and its Powers) Rules, 2014 are given herein below in a tabular format for kind perusal of the members.

	Maximum value of Contract / Transaction (per annum)			(Rs. in Crores)
Sr.	Name of Related Parties			Transaction defined u/s 188 of Companies Act, 2013
No.		Sale , purchase or supply of any goods, materials	Leasing of property of any kind	Availing or rendering of any services or appointment of any agent for purchase or sale of goods, materials, services or property
	On actual basis, exempted being in the ordinary course of business and on arm's length basis. (Subject to a maximum of amount p.a. as mentioned against the name of the Company)
1.	Samudra Dye-Chem Private Limited	3	0.25	5
2.	Spiweld Chemtrade Private Limited	3	0.25	5
3.	Textomax Chemicals Private Limited	3	0.25	5
4.	Formost Chemicals Private Limited	3	0.25	5
5.	Chemron Texchem Private Limited	3	0.25	5
6.	Priyamvada Holdings Limited	3	0.25	5
7.	Asha Marine Products Private Limited	1	0.25	1
8.	Emerald Capital Services Private Limited	1	0.25	1

9.	Vindhypriya Holdings Private Limited	1	0.25	1
10.	Khatau Leasing & Finance Company Private Limited	1	0.25	1
11.	Prism Plantations Private Limited	1	0.25	1
12.	Khatau Holding & Trading Company Private Limited	1	0.25	1
13.	Prerana Leasing & Finvest Private Limited	1	0.25	1
14.	MKK Holdings Private Limited	1	0.25	1
15.	Priyanilgiri Holdings Private Limited	1	0.25	1
16.	Refnol Resins & Chemicals Limited	10	0.25	1
	PARTNERSHIP FIRMS:
1.	Orchard Acres	10	0.50	1
	Directors / KMPs / Relatives of Directors & KMPs / Other Firms & Companies in which Director have some interest as per the provisions of section 2(76) of the Companies Act, 2013.
1.	Mr. Mahendra K. Khatau	-	0.25	10
2.	Mrs. Asha M. Khatau	-	0.25	3
3.	Mr. Manish M. Khatau	-	0.25	5
4.	Ms. Priya M. Khatau	-	0.25	5
5.	* Chief Financial Officer	-	-	0.50
6.	*Company Secretary	-	-	0.50
7.	*Managing Director	-	-	2
	*Any Contract between the Company & person appointed / designated as Company Secretary, Chief Financial Officer and Managing Director

Any Contract or transaction with all the above parties for selling or otherwise disposing of, or buying, property of any kind to be on marker value and on arm's lengths relationship basis.

Members are hereby informed that pursuant to second proviso of Section 188 (1) of the Companies Act, 2013, no member of the Company shall vote on such Special Resolution to approve any contract or arrangement which may be entered into by the Company, if such member is a related party.

The Board of Directors of your Company has approved this item in the Board Meeting held on 16th July, 2020. The Board of Directors is of the opinion that the transactions are on arm's length basis and are in the ordinary course of business and recommends the Resolution as set out in the accompanying Notice for the approval of members of the Company as a Special Resolution.

ITEM NO. 5:

Appointment of Mr. Rahul Singh as Independent Non-executive Director:

Mr. Rahul Singh (DIN: 07477748) aged 43 years, was appointed as additional Independent Non-Executive Director on the Board of the Company, to fill casual vacancy created due to sad demise of Mr. Rajagopalan Sesha, Independent Director, pursuant to the provisions of Section 149 of the Act, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the erstwhile Clause 49 of the Listing Agreement with the stock exchanges. He holds office as Additional Independent Director of the Company till 29th September, 2020.

The Nomination and Remuneration Committee and Board of Directors, has recommended the regularisation of appointment of Mr. Rahul Singh as Independent Directors for a term of 5 (five) consecutive years on the Board of the Company from 29th September, 2020 to 28th September, 2025.

The Board, as per the recommendation of the Nomination and Remuneration Committee, considers that, given his background, experience and contributions made by him to the Corporate World, his continued association would be beneficial to the Company and it is desirable to continue to avail his services as Independent Director. Accordingly,

it is proposed to regularise Mr. Rahul Singh as Independent Director of the Company, not liable to retire by rotation and to hold office for a term of 5 (five) consecutive years on the Board of the Company for the period specified above respectively.

Section 149 of the Act and provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") inter-alia prescribe that an Independent Director of a Company shall meet the criteria of independence as provided in Section 149(6) of the Act. In the opinion of the Board, Mr. Rahul Singh fulfils the conditions specified under the Act, the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the Listing Regulations for his appointment as Independent Non-executive Director of the Company and is independent of the Management. Mr. Rahul Singh is not disqualified from being appointed as Director in terms of Section 164 of the Act and have given his consent to act as Director.

Accordingly, the Board recommends the Ordinary Resolution set out at Item No. 5 with respect to regularisation of appointment of Mr. Rahul Singh as Independent Directors of the Company for a term of 5 (five) consecutive years with effect from 29th September, 2020 upto 28th September, 2025, for the approval of Members. None of the Directors or Key Managerial Personnel of the Company and their relatives, are concerned or interested, financially or otherwise, in these Resolutions.

ANNEXURE - A

Profile of the Directors seeking re-appointment at the ensuing Annual General Meeting pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015:

I.
Name	Mrs. Asha Mahendra Khatau
DIN	00063944
AGE	62 Years
Date of Appointment	30/10/2009
Qualification	Graduate
Expertise in functional areas	Mrs. Asha Khatau is a B.A. Graduate and has an experience of over 27 years in the fields of General Management as a Consultant and Advisor.
Disclosure of relationship between Directors inter-se	Mrs. Asha M. Khatau is Spouse of Mr. Mahendra K. Khatau, Chairman and Managing Director and Mother of Mr. Manish M. Khatau, Whole-time Director.
Name of listed entities in which the person also holds the Directorship, Chairmanship and the membership of Committees of the Board;	Indokem Limited – Non-executive Director Risk Management Committee – Member, Committee of Board of Director – Member Refnol Resins & Chemicals Limited – Non-executive
	Director Stakeholders Relationship Committee – Chairmanship, Risk Management Committee – Chairmanship, Committee of Board of Director – Member
Number of shares held in Indokem Limited	45243

II.

Name	Mr. Manish Mahendra Khatau
DIN	02952828
AGE	33 Years
Date of Appointment	11/02/2016
Qualification	Graduation in BBA (Bachelor in Business Administration) from American Intercontinental University of London
Expertise in functional areas	Mr. Manish M. Khatau has rich and varied experience in the Industry and has been involved in the operations of the Company for over a decade.
Disclosure of relationship between Directors inter-se	Mr. Manish M. Khatau is son of Mr. Mahendra K. Khatau, Chairman and Managing Director and Mrs. Asha M. Khatau, Non-executive Director.
Name of listed entities in which the person also holds the Directorship, Chairmanship and the membership of Committees of the Board;	Indokem Limited - Whole-time Director Committee of Directors - Member Share Transfer Committee - Member Risk Management Committee - Member.
Number of shares held in Indokem Limited	35592

III.

Name	Mr. Rahul Singh
DIN	07477748
AGE	43 Years
Date of Appointment	25/08/2020
Qualification	Graduation in Law (LL.B.), Post-graduation in Commerce (M. Com.) and Fellow Member of the Institute of Company Secretaries (ICSI)
Expertise in functional areas	Mr. Rahul Singh has two decades of varied experience in the field of legal and secretarial in various industries viz, Copper, Automobile, Real Estate, Telecommunications, Mobile Manufacturing, Steel, Aluminum Foil and amplifier Sector. He has rich experience in the field of Corporate Laws, Legal, Insolvency and Bankruptcy Code 2016, SEBI, FEMA and other applicable laws.
Disclosure of relationship between Directors inter-se	None
Name of listed entities in which the person also holds the Directorship, Chairmanship and the membership of Committees of the Board;	Indokem Limited – Additional Non-executive Independent Director Audit Committee – Member, Nomination and Remuneration Committee – Member, Stakeholders Relationship Committee Refnol Resin and Chemicals Limited Limited – Additional Non-executive Independent Director Audit Committee – Member, Nomination and Remuneration Committee – Member Pyxis Finvest Limited – Director
Number of shares held in Indokem Limited	NIL

DIRECTORS' REPORT

To,

The Members of Indokem Limited

Your Directors have pleasure in presenting the Fifty Fourth Annual Report together with the Audited Accounts for the financial year ended 31st March, 2020.

1. Financial Results: (Rs. in Lakhs)

Particulars	For the financial year ended 31.03.2020	For the financial year ended 31.03.2019
A – Income from Continuing Operations	8961	7940
Profit / (Loss) Before Interest, Depreciation & Taxes	294	118
Less: Interest	131	116
Depreciation	112	100
Profit / (Loss) Before Tax	51	(98)
Less: Provision for Tax	-	-
Profit / (Loss) After Taxes	51	(98)
B – Income from Discontinuing Operations	-	(18)
Profit / (Loss) for the year	51	(116)
Total other comprehensive income	15	10
Total comprehensive income / (loss) for the year	66	(106)
Profit / (Loss) Brought Forward from last year	(1728)	(1622)
Surplus / (Deficit) carried to Reserves	(1662)	(1728)

2. Dividend:

Considering the accumulated losses, the Board of Directors of your Company does not consider it appropriate to recommend any Dividend for the financial year ended 31st March, 2020.

3. Operational Performance:

Revenue from operations for F. Y. 2019-20 at Rs.8961 lakhs was higher by 13% over previous year Rs.7940 lakhs. EBITDA at Rs.294 lakhs registered an increase over EBITDA of Rs.118 lakhs in F. Y. 2018-19. PAT for the year was Rs.51 lakhs registering an increase over the PAT of Rs.(98) lakhs in F. Y. 2018-19.

4. COVID-19:

During March, 2020, there was an exponential surge in the Covid-19 cases forcing the Government to impose National lockdown in India. The safety of employees was paramount in all the decisions taken by your Company to continue or restart operations. The Company is also using innovative methods to support its customers during this crisis. The spread of this virus has compelled your Company to revisit its ways of working, including working from home.

Our robust infrastructure processes and mostly our people ensured that the Company continues to deliver the commitments with minimal disruptions caused by the global COVID-19 pandemic. Based on the available information and the business projections by management, which appear reasonably conservative, it is however, not clear what the potential effects of any such alterations or modifications may have on our business in the current financial year.

5. Transfer to Reserves:

Pursuant to provisions of Section 134(3)( j) of the Companies Act, 2013, in view of inadequate profits for the year under review, no amount has been transferred to the reserves.

6. Directors and Key Managerial Personnel:

Pursuant to the provisions of Section 149 of the Act, Mr. Kailash Pershad (DIN: 00503603), Mr. Rajagopalan Sesha (DIN: 00289643) and Mr. Bhalchandra Sontakke (DIN: 01225753) were appointed as Independent Directors of the Company at the AGM convened on 28th September, 2018. They have submitted a declaration

that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as Independent Director during the year.

We regret to inform you of the sudden and sad demise of Mr. Rajagopalan Sesha, Independent Director on the Board of Indokem Limited, on Monday 27th July, 2020, due to cardiac arrest. The Company immensely benefitted from his knowledge and experience during his tenure. The Board places on record its sincere appreciation for the valuable guidance provided by Mr. Rajagopalan during his tenure as Independent Director of the Company. All the Directors and employees of the Company conveyed deep sympathy, sorrow and condolences to his family.

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company passed a resolution on 25th August, 2020 approving appointment of Mr. Rahul Singh (DIN: 07477748) as additional Independent Non-Executive Director on the Board of the Company, to fill casual vacancy created due to sad demise of Mr. Rajagopalan Sesha, Independent Director.

Mrs. Asha M. Khatau retires by rotation and being eligible, has offered herself for re-appointment.

During the year, the Non-executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company are Mr. Mahendra K. Khatau as Chairman and Managing Director, Mr. Manish M. Khatau as Whole-time Director, Ms. Rupal B. Parikh as Chief Financial Officer and Mr. Rajesh D. Pisal as Company Secretary. During the year, there were no changes to the Key Managerial Personnel.

7. Appointment of Director:

Mrs. Asha M. Khatau, Non-executive Director of your Company, retires by rotation and being eligible, offers herself for re–appointment. The details regarding Mrs. Asha M. Khatau as required under Regulation 17 of SEBI Listing Regulations, 2015 are disclosed in the notice of the Annual General Meeting. None of the other Directors are related inter se except Mr. Mahendra K. Khatau and Mr. Manish M. Khatau who are related to each other.

The existing tenure of Mr. Manish Khatau as a Whole-Time Director of the Company will expire on 28th February, 2021. On recommendation of the Nomination and Remuneration Committee, the Board of Directors, at their meeting held on 25th August, 2020, proposed re-appointment of Mr. Manish M. Khatau as Whole-time Director for a period of 3 (three) years with effect from 1st March, 2021 till 29th February, 2024, subject to the approval of the shareholders.

The Nomination and Remuneration Committee and Board of Directors at their meeting held on 25th August, 2020, has recommended the regularisation of appointment of Mr. Rahul Singh as Independent Director for a term of 5 (five) consecutive years on the Board of the Company from 29th September, 2020 to 28th September, 2025, subject to the approval of the shareholders.

8. Remuneration of Directors and Key Managerial Personnel:

Pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details of remuneration of Directors and Key Managerial Personnel are as furnished in Annexure A.

9. Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013, CNK & Associates LLP, Chartered Accountants, Mumbai, were appointed as the Statutory Auditors of the Company on 29th September, 2017 for a period of five years to hold office until the conclusion of the 56th Annual General Meeting. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Notes on financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer.

10. Secretarial Audit Report:

Pursuant to the Provisions of Section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Ragini Chokshi & Co. Company Secretaries, Mumbai to undertake Secretarial Audit of the Company for the financial year ended 31st March, 2020. The Secretarial Audit Report in the prescribed Form MR-3 issued by Ragini Chokshi & Co. (Company Secretaries) forms part of this Annual Report.

There are no qualifications, reservations or adverse remarks in the Report.

11. Instances of fraud, if any reported by the Auditors:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

12. Statement on compliance of applicable Secretarial Standards:

The Company complies with all applicable mandatory provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.

13. Corporate Governance:

The Company has taken appropriate steps and measures to comply with all Corporate Governance regulations and related requirements as envisaged under Regulation 27 of Listing Regulations. A separate report on Corporate Governance along with a certificate from Ragini Chokshi and Co., Practicing Company Secretaries, with regard to compliance of conditions of Corporate Governance as stipulated in Regulation 34(3) of the Listing Regulations forms part of this Annual Report.

A certificate from Ragini Chokshi and Co., Practicing Company Secretaries, has also been received stating that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of the Company by SEBI, Ministry of Corporate Affairs (MCA) or any such statutory authority.

14. Training and Familiarization Programme for Directors:

The Company has provided information and made the Independent Directors aware about the major developments in legal and regulatory areas, particularly regarding Companies Act, 2013 and Regulation 25 (7) of SEBI Listing Regulations, 2015. The details of Familiarization Programme for the Independent Directors are available on the website of the Company at www.indokem.co.in

15. Statement of declaration given by Independent Directors:

All the Independent Directors have submitted their declaration to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

16. Particulars of Employees:

None of the employees of the Company fall under the limits laid down in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

17. Directors' Responsibility Statement:

Pursuant to Section 134(3)(c) read with 134(5) of the Companies Act, 2013, your Directors hereby confirm that:

(i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed and there are no material departures;
(ii) Appropriate accounting policies have been selected and applied 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 of the Company for that period;
(iii) Proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) The Annual Accounts had been prepared on a going concern basis;
(v) The Internal Financial Controls had been laid down to be followed by the Company and the such internal financial controls are adequate and are operating effectively; and
(vi) In order to ensure compliance with the provisions of all applicable laws, proper systems had been devised and that such systems were adequate and operating effectively.

18. Disclosures:

As required under Regulation 34(2) read with Schedule V of SEBI Listing Regulations, 2015, the Management Discussion and Analysis is enclosed as a part of the Annual Report.

The Company has taken necessary steps to adhere to all the requirements of SEBI Listing Regulations, 2015. A report on Corporate Governance together with the Certificate of the Statutory Auditors confirming compliance with the conditions of Corporate Governance as stipulated in Regulation 34(3) read with Schedule V of SEBI Listing Regulations, 2015 is included as a part of the Annual Report.

19. Extract of Annual Return:

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return in the prescribed Form MGT-9 for the financial year ended 31st March, 2020 is attached herewith and marked as Annexure D.

20. Number of Meetings of the Board:

During the year, four Board Meetings and four Audit Committee Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The Requisite quorum was present during all the Meetings. Intimation of the Board meetings and Committee meetings are given well in advance and communicated to all the Directors. Normally, Board meetings and Committee meetings are held at the Registered Office of the Company. The agenda along with the explanatory notes are sent in advance to all the Directors in accordance with the Secretarial Standard-1 issued by the Institute of Company Secretaries of India. Senior Executives are invited to attend the Board meetings as and when required. For details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this report.

21. Performance Evaluation of the Board:

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed under SEBI Listing Regulations, 2015. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as contributions of individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition, the Chairman was also evaluated on the key aspects of his role.

A separate meeting of Independent Directors was convened in the month of March, 2020, to discuss the following:

(i) Review the performance of Non-independent Directors and the Board as a whole;
(ii) Review the performance of the Chairman of the Company, taking in to account the views of Executive Directors and Non-executive Directors;
(iii) Assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All Independent Directors were present at the Meeting and discussed the above and expressed their satisfaction.

22. Policy on Directors' Appointment and Remuneration and other details:

The Company's policy on Directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of this report.

23. Internal Financial Control Systems and their Adequacy:

Company has established Internal Financial Control over financial reporting in the financial year 2016-17.

The details in respect of Internal Financial Control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

24. Disclosure of composition of Audit Committee and providing Vigil Mechanism / Whistle Blower:

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of this report. The composition of the Audit Committee consists of majority of Independent Directors.

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimisation of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company. The Company has a vigil mechanism named Vigil Mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The detail of the Policy is posted on the website of the Company.

25. Share Capital:

During the year under review, the Company has not issued any shares. There is no change in share capital structure of the Company during the financial year 2019-20. There was no public, rights, preferential or bonus issued during the year. The Company has neither issued any shares with differential voting rights, sweat equity shares, nor has it granted any stock options.The Company has not bought back any of its securities during the year under review.

26. Code of Conduct:

The Company has laid down a Code of Conduct applicable to the Board of Directors and senior management which is available on Company's website. All Board members and senior management personnel have affirmed compliance with the Code of Conduct.

27. Insider Trading Policy:

As required under the new Insider Trading Policy Regulations of SEBI, your Directors have framed Insider Trading Regulations and Code of Internal Procedures and Conducts for Regulating, Monitoring and Reporting of Trading by Insider. For details please refer to the Company's website.

28. Disclosure under Sexual Harassment of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013:

In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has set up Internal Complaints Committees at its workplaces to redress complaints received regarding sexual harassment. No complaints have been reported during the financial year 2019-20. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

29. Particulars of Loans, Guarantees or Investments:

Pursuant to Section 186 of the Companies Act, 2013, the details of loans given, investments made or guarantees given are given in Note No. 29 to the financial statements for the financial year 2019-20.

The loans, investments, guarantees and securities provided by the Company during the financial year ended 31st March, 2020, together with the existing loans, investments, guarantees and securities do not exceed the limits prescribed under Section 186(2) of the Act.

30. Fixed Deposits:

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 read with Rule 2(c) of the Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time and as such, no amount of principal or interest was outstanding as of the date of the Balance Sheet. The Company had no unpaid / unclaimed deposit(s) as on 31st March, 2020. Therefore details mentioned in Rule 8(5) (v) & (vi) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given.

31. Transactions with Related Parties:

All Related Party Transactions that were entered into during the financial year were on an arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. None of the transactions with related parties fall under the scope of Section 188(1) of the Companies Act, 2013. All Related Party Transactions are placed before the Audit Committee and before the Board for their prior approval. Prior approval of the Audit Committee is obtained on a yearly basis for the transactions which are of a foreseen and repetitive nature. The Company has also sought approval of the Members for approval of such related party transactions as per the requirements of the Listing Regulations. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. All the Related Party Transactions as entered into by the Company were on arm's length basis and in the ordinary course of business. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are stated in Annexure B in Form AOC-2 which forms part of this report.

32. Insurance:

All the properties and insurable interests of the Company including the buildings, plant and machineries and stocks have been adequately insured.

33. Material Changes and Commitments:

There have been 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 the report.

34. State of Company's Affairs:

There is no change in the nature of business during the year under review. No order has been passed by any Regulatory Court or Tribunal, which can impact the going concern status of the Company and its operations in future.

35. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

Your Company is engaged in the continuous process of energy conservation by way of improved operational and maintenance practices:

A. Conservation of Energy:

(a) Energy Conservation measures taken:

(i) Electrical Energy:

Regular preventive / predictive maintenance of electrical system is carried out to ensure minimum loss of energy / power supply.
Regular upgradation in electrical system is done so as to minimize consumption of electrical power supply.

(ii) Furnace Oil / LDO Consumption:

There is no major consumption of Furnace Oil / Light Diesel Oil. However, there are some processing activities carried out limiting the consumption of energy.

(b) Additional investments and proposals if any, being implemented for reduction of consumption of energy:

Apart from the above mentioned strategies, your Company is in the process to upgrade and install new machineries which will altogether result in energy saving and will add to operational efficiency in coming years.

(c) Impact of the measures at (a) and (b) for reduction of consumption of energy and consequent impact on the cost of production:

There is no such special impact for the same.

(d) Energy consumption and energy consumption per unit of production:

As per Form– A forming part of Annexure C

B. Technology Absorption:

Your Company has taken positive efforts for technology absorption and its up gradation;

(a) Modification in air conditioning system to improve process conditions.
(b) Modification in existing machines for high value and new products developments including process simplification.
(c) The Company focussed its Research and Development efforts on process and process development of new products and formulations, trouble shooting.

Due to above factors and measures been considered there are various benefits resulted as such;

(i) Cost reduction
(ii) Improvement in quality
(iii) Improvement in operating performance
(iv) New product developments

C. Foreign Exchange Earnings and Outgo:

(Rs. in Lakhs)

PARTICULARS	31.03.2020	31.03.2019
I. Foreign Exchange Earned
F. O. B. Value of Export	2359	1283
II. Foreign Exchange Outgo
C. I. F. Value of Imports of Raw Materials	318	96
Expenses in Foreign Currency	10	14
TOTAL	328	110

36. Safety, Health and Environment:

a) Safety: The Company encourages a high level of awareness of safety issues among its employees and strives for continuous improvement. Employees are trained in safe practices to be followed at work place.
b) Health: Your Company attaches utmost importance to the health of its employees. Periodic checkup of employees is done to monitor their health. Health related issues if any are discussed with visiting Medical Officer.
c) Environment: Company always strives hard to give importance to environmental issues in normal course of operations. Adherence to environmental and pollution control norms as per Maharashtra Pollution Control guidelines is of highest concern to the Company.

37. Risk Management:

The Company recognises that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. The Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans. The Company through its risk management process, strives to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board of Directors. The Board of Directors has developed and implemented Risk Management Policy for the Company. There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis Report, which forms part of this report.

38. Research and development:

Your Company continuously makes significant investments in research and development (R&D) to develop products that the textile industry needs today and will need tomorrow. Your Company's in-house laboratories have produced a number of products that are used by textile industry around the world.

39. Committees of Directors and Key Managerial Personnel:

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stakeholders Relationship / Grievance Committee of Directors, number of meetings held of each Committee during the financial year 2019-20 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report forming part of the report.

40. Corporate Social Responsibility (CSR):

Your Company does not fall under the criteria of Corporate Social Responsibility as laid down under Section 135 of the Companies Act, 2013 and by virtue of above your Company has not initiated any initiative for the same.

41. Cost Audit:

Your Company does not fall under the eligibility criteria to conduct Cost Audit and to maintain Cost Records as required under Section 148 of the Companies Act, 2013 during the financial year 2019-20.

42. Cautionary Statement:

Statements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

43. Listing:

Your Company's shares are listed with The Bombay Stock Exchange (BSE Limited), Mumbai, Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai – 400 001. (Stock Code - 504092). The Company confirms that it has paid the Annual Listing Fees for the year 2020-21 to BSE where the Company's Shares are listed.

44. Appreciation:

The Board of Directors is thankful to the employees, customers, vendors, investors of the Company for their continuous support and is grateful for the confidence and faith shown by them. Your Directors take this opportunity to place on record their sincere gratitude to the Banks, Central and State Government Departments and the Local Authorities for their guidance and support.

For and on behalf of the Board Sd/- Mr. Mahendra K. Khatau Place: Mumbai Chairman & Managing Director Date: 25th August, 2020 DIN: 00062794

ANNEXURE A

[Details pertaining to remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

i. The ratio of the remuneration of each Executive Director to the median remuneration of the employees of the Company for the financial year:

(Rs. in Lakhs)

Sr. No.	Particulars	Remuneration for the financial year ended 31st March, 2020	Ratio of Remuneration to median remuneration of employees
1.	Mr. Mahendra K. Khatau,	66.09	5.81
	Chairman & Managing Director
2.	Mr. Manish M. Khatau, Whole-time Director	33.79	11.36

Note: The Non-executive Non-independent Directors of the Company are not paid any remuneration by the Company. The Independent Directors of the Company are entitled to sitting fees as per the statutory provisions and within the limits approved by the shareholders. The details of remuneration of Independent Directors are provided in the Corporate Governance Report.

ii. The percentage increase in remuneration of each Executive Director, Chief Financial Officer, Company Secretary in the financial year is given below:

Executive Directors, Chief Financial Officer and Company Secretary	% increase / (decrease) in remuneration in the financial year
Mr. Mahendra K. Khatau - Chairman and Managing Director	(1.20)
Mr. Manish M. Khatau – Whole-time Director	16.09
Ms. Rupal B. Parikh – Chief Financial Officer	05.06
Mr. Rajesh D. Pisal – Company Secretary	06.09

iii. The percentage increase in the median remuneration of employees in the financial year: 7%
iv. The number of permanent employees on the rolls of Company as on 31st March, 2020: 99
v. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there any exceptional circumstances for increase in the managerial remuneration:

Average Percentile Increase for other than managerial personnel: 7%

Average Percentile Increase for managerial personnel: 7%

vi. It is affirmed that the remuneration paid during the period under review is as per the remuneration policy of the Company.

ANNEXURE B

FORM NO. AOC – 2

[Pursuant to Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014]

This Form pertains to the disclosure of particulars of contracts / arrangements entered into by the Company with related parties referred to in Section 188(1) of the Companies Act, 2013 including certain Arm's Length Transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm's length basis:

No such transactions were entered during the financial year 2019-20.

2. Details of material contracts or arrangement or transactions at arm's length basis:

The contracts or arrangements or transactions entered with the related parties during the financial year 2019- 20 under review, were not material and the same were disclosed in the notes to accounts forming part of the Financial Statements for the year ended 31st March, 2020.

For and on behalf of the Board

Sd/- Mr. Mahendra K. Khatau Place: Mumbai Chairman & Managing Director Date: 25th August, 2020 DIN: 00062794

Annexure C

FORM A

[Statement showing particulars as per Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014]

Form for disclosure of particulars with respect to Conservation of Energy:

	Particulars		For the financial year ended 31.03.2020	For the financial year ended 31.03.2019
A.	Power and Fuel Consumption
1.	Electricity
	(a) Purchased Units in Lakhs		3.86	3.32
	Total Amount – Rs. In Lakhs		39.64	34.71
	Cost Rs. / Unit		10.27	10.45
(a)	Own Generation
(i)	Through Diesel
	Generator Set:
	Units generated / Lakhs		N.A.	N.A.
	Units Per Ltr. of Diesel Oil
	Cost – Rs. / Unit
(ii)	Through Steam Turbine / Generator
2.	Coal (specify quality and where used)		N.A.	N.A.
3.	Furnace Oil Quantity – Ltrs.		52379	40628
	Total Amount – Rs. In Lakhs		28.20	22.55
	Average Rate – Rs. / Unit		53.84	55.50
1.	Others / internal generation
	Gas - (000 NM3)
	Total Amount – (Rs. in Lakhs)		N.A.	N.A.
	Average Rate – ( Rs. / NM3)

	B. Production / Consumption of:		For the financial	For the financial
			year ended	year ended
	Products		31.03.2020	31.03.2019

	Dyes Sizing Chemicals	MT MT	395.545 6488.190	361.258 7340.851
	Auxiliaries		1535.015	1468.790
	Capacitors	MT Units	431	287

ANNEXURE D

FORM NO. MGT - 9

EXTRACT OF ANNUAL RETURN

As on financial year ended 31.03.2020

[Pursuant to Section 92(3) of the Companies act, 2013 read with The Companies

(Management and Administration) Rules, 2014]

A. REGISTRATION AND OTHER DETAILS:

CIN:	L31300MH1964PLC013088
Registration Date:	22nd December, 1964
Name of the Company:	INDOKEM LIMITED
Category / Sub-Category of the Company	Company Limited by Shares/ Non - Government Company Public Limited Company
Address of the Registered office and contact details:	Plot No. 410 / 411, Khatau House, Mogul Lane, Mahim - West, Mumbai - 400 016.
Whether listed Company	Yes, listed at the Bombay Stock Exchange Limited
Name, Address and Contact details of Registrar and Transfer Agent, if any	Sharex Dynamic (India) Pvt. Ltd. C-101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai - 400 083. T: 2851 5606/ 5644

B. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

Sr. No.	Name and Description of main products / services	NIC Code of the Product/ service% to total turnover of the Company	% to total turnover of the Company
a.	Manufacture of basic Chemicals	2011	100%

C. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

Sr. No.	Name and address of the Company	CIN/GLN	Holding/Subsidiary/ Associate	% of shares held
	NIL

D. SHARE HOLDING PATTERN

i) Category-wise Share Holding:

Category of Shareholders	No. of Shares held at the beginning of the year 01-04-2019				No. of Shares held at the end of the year 31-03-2020				% Change
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares	during the year
A. PROMOTER'S
(1) INDIAN
(a) Individual	1902847	0	1902847	7.822	1902847	0	1902847	7.822	0
(b) Central Govt.	0	0	0	0	0	0	0	0	0
(c) State Govt(s).	0	0	0	0	0	0	0	0	0
(d) Bodies Corp.	15350164	0	15350164	63.103	15350164	0	15350164	63.103	0
(e) FIINS / BANKS.	0	0	0	0	0	0	0	0	0
(f) Any Other	0	0	0	0	0	0	0	0	0
Sub-total (A) (1):-	17253011	0	17253011	70.925	17253011	0	17253011	70.925	0
(2) FOREIGN
(a) Individual NRI / For Ind	0	0	0	0	0	0	0	0	0
(b) Other Individual	0	0	0	0	0	0	0	0	0
(c) Bodies Corporates	0	0	0	0	0	0	0	0	0
(d) Banks / FII	0	0	0	0	0	0	0	0	0
(e) Qualified Foreign Investor	0	0	0	0	0	0	0	0	0
(f) Any Other Specify	0	0	0	0	0	0	0	0	0
Sub-total (A) (2):-	0	0	0	0	0	0	0	0	0
Total shareholding of Promoter (A) = (A)(1)+(A)(2)	17253011	0	17253011	70.925	17253011	0	17253011	70.925	0

Category of Shareholders			No. of Shares held at the beginning of the year 01-04-2019				No. of Shares held at the end of the year 31-03-2020		% Change
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares	during the year
(B) (1) PUBLIC SHAREHOLDING
(a) Mutual Funds	0	27500	27500	0.113	0	27500	27500	0.113	0.000
(b) Banks / FI	400	1675	2075	0.009	400	1675	2075	0.009	0.000
(c) Central Govt.	0	0	0	0.000	0	0	0	0.000	0.000
(d) State Govt.	0	0	0	0.000	0	0	0	0.000	0.000
(e) Venture Capital Funds	0	0	0	0.000	0	0	0	0.000	0.000
(f) Insurance Companies	5000	24200	29200	0.120	5000	24200	29200	0.120	0.000
(g) FIIs	0	0	0	0.000	0	0	0	0.000	0.000
(h) Foreign Venture Capital Funds	0	0	0	0.000	0	0	0	0.000	0.000
(i) Others (specify)	0	0	0	0	0	0	0	0	0.000
Sub-total (B)(1):	5400	53375	58775	0.242	5400	53375	58775	0.242	0
2. Non-Institutions
(a) Bodies Corp.
(i) Indian	121950	92952	214902	0.883	84995	92727	177722	0.731	-0.152
(ii) Overseas	0	0	0	0.000	0	0	0	0.000	0.000
(b) Individuals
(i) Individual shareholders holding nominal share capital upto Rs.1 lakh	2262377	2930981	5193358	21.349	2286758	2885052	5171810	21.261	-0.088
(ii) Individual shareholders holding nominal share capital in excess of Rs.1 lakh	1367247	48900	1416147	5.822	1552449	48900	1601349	6.583	0.761
(c) Other (specify)
Non Resident Indians	37013	2000	39013	0.160	58333	2000	60333	0.248	0.088
Overseas Corporate Bodies	0	0	0	0	0	0	0	0	0.000
NBFCs Reg. With RBI	0	0	0	0	0	0	0	0	0.000
Clearing Members	150244	0	150244	0.618	2600	0	2600	0.011	-0.607
Trusts	150	0	150	0.001	0	0	0	0	-0.001
Foreign Boodies - D R	0	0	0	0	0	0	0	0	0.000
Sub-total (B)(2):-	3938981	3074833	7013814	28.833	3985135	3028679	7013814	28.834	0.001
Total Public Shareholding (B)= (B)(1)+ (B)(2)	3944381	3128208	7072589	29.075	3990535	3082054	7072589	29.076	0.001
C. Shares held by Custodian for GDRs & ADRs	0	0	0	0.000	0	0	0	0.000	0.000
Grand Total (A+B+C)	21197392	3128208	24325600	100.00	21243546	3082054	24325600	100.00	0

(ii) Shareholding of Promoters

Sr.	Shareholder's Name			Shareholding at the beginning of the year		Shareholding at the end of the Year		%
No		No.of Shares	% of total Shares of the Company	% of shares Pledged / encumbered to total shares	No.of Shares	% of total Shares of the Company	% of shares Pledged / encumbered to total shares	changes in share holding during the year
1	VINDHYAPRIYA HOLDINGS PVT. LTD.	5365296	22.056	11.511	5365296	22.056	11.511	0.000
2	PRIYANILGIRI HOLDINGS PVT. LTD.	4896929	20.131	0	4896929	20.131	0	0.000
3	MKK HOLDINGS PVT. LTD.	3777877	15.530	0.822	3777877	15.530	0.822	0.000
4	MAHENDRA KISHORE KHATAU	1637066	6.730	3.083	1637066	6.730	3.083	0.000
5	KHATAU HOLDINGS AND TRADING COMPANY PVT. LTD.	847705	3.485	0	847705	3.485	0	0.000
6	EMERALD CAPITAL SERVICES PVT. LTD.	388920	1.599	0	388920	1.599	0	0.000
7	LEELABAI KISHORE KHATAU	80883	0.333	0	80883	0.333	0	0.000
8	ASHA MARINE PRODUCTS PVT. LTD.	52700	0.217	0	52700	0.217	0	0.000
9	ASHA MAHENDRA KHATAU	45243	0.186	0	45243	0.186	0	0.000
10	ANIL KISHORE KHATAU	42393	0.174	0	42393	0.174	0	0.000
11	PRIYA MAHENDRA KHATAU	38920	0.160	0	38920	0.160	0	0.000

Sr.	Shareholder's Name					Shareholding at the beginning of the year					Shareholding at the end of the Year			%
No				No.of Shares		% of total Shares of the Company	shares	% of shares Pledged / encumbered to total	No.of Shares		% of total Shares of the Company		% of shares Pledged / encumbered to total shares	changes in share holding during the year
12	MANISH MAHENDRA KHATAU			35592		0.146	0		35592		0.146		0	0.000
13	PRISM PLANTATIONS PVT. LTD.			20737		0.085	0		20737		0.085		0	0.000
14	NEOMY ANIL KHATAU			12500		0.051	0		12500		0.051		0	0.000
15	ILESHA ANIL KHATAU			5250		0.022		0		5250	0.022		0	0.000
16	SHREYA S. SINGHANIA (iii) Change in Promoter's Shareholding (Please specify, if there is no change)		5000			0.021 0		5000		0.021		0	0.000
Sr.	Shareholder's Name		Shareholding at the beginning of the Year								Shareholding at the end of the Year			% of total
No			Year	No.of Shares at the beginning /end of the	% of the Shares of the Company		Date		Increasing / Decreasing in shareholding		Reason		No.Of shares	Shares of the Company
							No Change
	(iv) Shareholding pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
Sr. No	Name	No.of Shares at the beginning / end of the Year		% of the Shares of the Company			Date		Increasing / Decreasing in shareholding		Reason	No. of shares		% of total Shares of the Company
1	SANGEETHA S	0		0			01-04-2019
							08-11-2019		502360		Buy		502360	2.065
	-Closing Balance						31-03-2020						502360	2.065
2	VIJAY KUMAR JAIN	119000		0.489			01-04-2019
							19-07-2019		-13000		Sold		106000	0.436
							23-08-2019		3000		Buy		109000	0.448
							30-08-2019		60000		Buy		169000	0.695
							04-10-2019		35600		Buy		204600	0.841
							25-10-2019		400		Buy		205000	0.843
							08-11-2019		-1000		Sold		204000	0.839
							15-11-2019		-400		Sold		203600	0.837
							22-11-2019		400		Buy		204000	0.839
							27-12-2019		-1700		Sold		202300	0.832
							31-12-2019		-680		Sold		201620	0829
							17-01-2020		-500		Sold		201120	0.827
							24-01-2020		-4120		Sold		197000	0.810
							31-01-2020		-3400		Sold		193600	0.796
	-Closing Balance						31-03-2020						193600	0.796
3	MAHENDRA GIRDHARILAL	58151		0.239			01-04-2019
							29-06-2019		1090		Buy		59241	0.243
							27-12-2019		6272		Buy		65513	0.269
							03-01-2020		2000		Buy		67513	0.278
							10-01-2020		255		Buy		67768	0.279
	-Closing Balance						31-03-2020						67768	0.279
4	TANVI JIGNESH MEHTA	62659		0.258			01-04-2019
	-Closing Balance						31-03-2020				No Change		62659	0.258

Sr. No	Name	No.of Shares at the beginning / end of the Year	% of the Shares of the Company	Date	Increasing / Decreasing in shareholding	Reason	No. of shares	% of total Shares of the Company
5	YOGESH LAXMIDAS BHATIA	60200	0.247	01-04-2019
	-Closing Balance			31-03-2020		No Change	60200	0.247
6	PREETI PIYUSH SHAH	725	0.003	01-04-2019
				02-08-2019	42000	Buy	42725	0.176
	-Closing Balance			31-03-2020			42725	0.176
7	SATISH JAGDISH DOSHI	40200	0.165	01-04-2019
	-Closing Balance			31-03-2020		No Change	40200	0.165
8	SALOMI DIGANT PAREKH	35000	0.144	01-04-2019
	-Closing Balance			31-03-2020		No Change	35000	0.144
9	GYAN CHAND BANARA	3000	0.012	01-04-2019
				20-09-2019	43100	Buy	46100	0.190
				27-09-2019	-10000	Sold	36100	0.148
				11-10-2019	-2100	Sold	34000	0.140
				15-11-2019	300	Buy	34300	0.141
				22-11-2019	200	Buy	34500	0.142
				29-11-2019	500	Buy	35000	0.144
				13-12-2019	-1600	Sold	33400	0.137
				10-01-2020	400	Buy	33800	0.139
				17-01-2020	-100	Sold	33700	0.139
				31-01-2020	300	Buy	34000	0.140
				13-03-2020	100	Buy	34100	0.140
	-Closing Balance			31-03-2020			34100	0.140
10	AWNEET VERMA	15400	0.063	01-04-2019
				05-04-2019	100	Buy	15500	0.064
				31-05-2019	300	Buy	15800	0.065
				29-06-2019	1200	Buy	17000	0.070
				09-08-2019	2750	Buy	19750	0.081
				20-09-2019	1000	Buy	20750	0.085
				03-01-2020	1000	Buy	21750	0.089
				31-01-2020	6821	Buy	28571	0.117
				07-02-2020	609	Buy	29180	0.120
11	-Closing Balance SANTOSH MURARILAL GUPTA	30631	0.126	31-03-2020 01-04-2019			29180	0.120
				20-12-2019	-5031	Sold	25600	0.105
				31-01-2020	-2600	Sold	23000	0.095
	-Closing Balance			31-03-2020			23000	0.095
12	NAVJEEVAN EQUITY BROKING PVT. LTD.	125900	0.518	01-04-2019
				03-05-2019	1000	Buy	126900	0.522
				17-05-2019	100	Buy	127000	0.522
				24-05-2019	1400	Buy	128400	0.528
				31-05-2019	300	Buy	128700	0.529
				07-06-2019	1000	Buy	129700	0.533

Sr. No	Name	No.of Shares at the beginning / end of the Year	% of the Shares of the Company	Date	Increasing / Decreasing in shareholding	Reason	No. of shares	% of total Shares of the Company
				14-06-2019	800	Buy	130500	0.536
				21-06-2019	1100	Buy	131600	0.541
				29-06-2019	-1700	Sold	129900	0.534
				05-07-2019	-2946	Sold	126954	0.522
				12-07-2019	346	Buy	127300	0.523
				19-07-2019	14900	Buy	142200	0.585
				23-08-2019	-360	Sold	141840	0.583
				30-08-2019	-62840	Sold	79000	0.325
				13-09-2019	2657	Buy	81657	0.336
				20-09-2019	-45301	Sold	36356	0.149
				27-09-2019	1163	Buy	37519	0.154
				30-09-2019	-719	Sold	36800	0.151
				11-10-2019	-33800	Sold	3000	0.012
				18-10-2019	-2600	Sold	400	0.002
				08-11-2019	-100	Sold	300	0.001
				15-11-2019	800	Buy	1100	0.005
				22-11-2019	-600	Sold	500	0.002
				20-12-2019	-400	Sold	100	0.000
				27-12-2019	600	Buy	700	0.003
				31-12-2019	-300	Sold	400	0.002
				17-01-2020	491	Buy	891	0.004
				24-01-2020	5495	Buy	6386	0.026
				31-01-2020	-5386	Sold	1000	0.004
				06-03-2020	-900	Sold	100	0.000
				13-03-2020	-100	Sold	0	0.000
	-Closing Balance			31-03-2020			0	0.000
13	SUBRAMANIAN P	502360	2.065	01-04-2019
				02-11-2019	-502360	Sold	0	0.000
	-Closing Balance			31-03-2020			0	0.000
14	MURLI BAHETI	42000	0.173	01-04-2019
				30-07-2019	-42000	Sold	0	0.000
	-Closing Balance			31-03-2020			0	0.000

(v) Shareholding of Directors and Key Managerial Personnel:

Sr. No	Name	Shareholding at the beginning of the year			Increase / D e c r e a s e in share	Cumulative Shareholding at the end of the year
		No.of Shares at the beginning (01.04.2019 / end of the year 31.03.2020)	% of the Shares of the Company	Date of Debit / Credit	holding	No. of shares	% of total Shares of the Company
1	Mr. Mahendra K. Khatau- Chairman and Managing Director
		1637066	6.729	No change during the year		1637066	6.729
2	Mr. Manish M. Khatau- Whole-time Director
		35592	0.146	No change during the year		35592	0.146
3	Asha M. Khatau- Non-executive Director
		45243	0.186	No change during the year		45243	0.186

Sr. No	Name	Shareholding at the beginning of the year			Increase / D e c r e a s e in share	Reason	Cumulative Shareholding at the end of the year
		No.of Shares at the beginning (01.04.2019 / end of the year 31.03.2020)	% of the Shares of the Company	Date of Debit / Credit	holding		No. of shares	% of total Shares of the Company
4	Mr. Bhalchandra Sontakke- Non-executive Independent Director
		100	0.000	23/08/2019	100	Sold	0	0.000
5	Mr. Kailash Pershad- Non-executive Independent Director
		0	0.000	No change during the year			0	0.000
6	Mr. Rajagopalan Sesha- Non-executive Independent Director
		0	0.000	No change during the year			0	0.000
7	Ms. Rupal B. Parikh - Chief Financial Officer
		7190	0.029	No change during the year			7190	0.029
8	Mr. Rajesh D. Pisal- Company Secretary
		0	0.000	No change during the year			0	0.000

V. INDEBTEDNESS:

Indebtedness of the Company including interest outstanding / accrued but not due for payment: (Amount in `)

	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount	3,97,07,742	2,64,75,398	2,12,56,352	8,74,39,492
ii) Interest due but not paid	97,646	5,73,243	0	6,70,889
iii) Interest accrued but not due	1,87,472	0	0	1,87,472
Total (i+ii+iii)	3,99,92,860	2,70,48,641	2,12,56,352	8,82,97,853
Change in Indebtedness during the financial year
• Addition	1,47,910	3,27,94,695	48,27,466	3,77,70,071
• Reduction	62,44,124	2,89,85,008	35,73,849	3,88,02,981
Net Change	(60,96,214)	38,09,687	12,53,617	(10,32,910)
Indebtedness at the end of the financial year
i) Principal Amount	3,37,48,736	3,04,56,252	2,25,09,969	8,67,14,957
ii) Interest due but not paid	0	4,02,076	0	4,02,076
iii) Interest accrued but not due	1,47,910	0	0	1,47,910
Total (i+ii+iii)	3,38,96,646	3,08,58,328	2,25,09,969	8,72,64,943

F. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. (i) Remuneration to Managing Director, Whole-time Directors and / or Manager: (Amount in `)

Sr. No.	Particulars of Remuneration	Name of MD / WTD / Total Manager
	Name	Mr. Mahendra Kishore Khatau (01.04.2019 - 31.03.2020)
	Designation	Chairman & Managing Director
1	Gross salary
	(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	63,49,355
	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961	2,19,600
	(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961	39,600	66,08,555

Sr. No.	Particulars of Remuneration	Name of MD / WTD / Manager	Total
2	Stock Option	-	-
3	Sweat Equity	-	-
4	Commission	-	-
	- as % of profit	-	-
	- others, specify…	-	-
5	Others, please specify	-	-
	Total (A)	66,08,555	66,08,555
	Ceiling as per the Act	As per Companies Act, 2013

*The above figure do not include provision for encashment leave, gratuity and premium paid for the group health insurance / mediclaim.

A. (ii) Remuneration to Managing Director, Whole-time Directors and / or Manager:	(Amount in `)

Sr. No.	Particulars of Remuneration	Name of MD / WTD / Manager	Total
	Name	Mr. Manish Mahendra Khatau (01.04.2019 - 31.03.2020)
	Designation	Whole-time Director
1	Gross salary
	(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	32,99,993
	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961	39,600
	(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961	39,600	33,79,193
2	Stock Option	-	-
3	Sweat Equity	-	-
4	Commission	-	-
	- as % of profit	-	-
	- others, specify…	-	-
5	Others, please specify - Travel concession or assistance under section 10(5)	-	-
	Total (A)	33,79,193	33,79,193
	Ceiling as per the Act	As per Companies Act, 2013

B. Remuneration to other Directors: (Amount in `)

Sr. No.	Particulars of Remuneration	Name of Directors Manager	Total
	(A) Independent Directors
1	Name	Mr. Kailash Pershad
	• Fee for attending Board / Committee meetings	67,500
	• Commission	-
	• Others, please specify	-
	Sub Total	67,500	67,500
2	Name	Mr. Bhalachandra. G. Sontakke
	• Fee for attending Board / Committee meetings	67,500
	• Commission	-
	• Others, please specify	-
	Sub Total	67,500	67,500
3	Name	Mr. Rajagopalan Sesha
	• Fee for attending Board / Committee meetings	37,500
	• Commission	-
	• Others, please specify	-
	Sub Total	37,500	37,500
	Total (A)	1,72,500	1,72,500

(B) Other Non-executive Directors (Amount in Rs.)
1	Name	Mrs. Asha M. Khatau
	•Fee for attending Board / Committee meetings	22,500
	• Commission	-
	• Others, please specify	-
	Sub Total	22,500	22,500
	Total (B)	22,500	22,500
	Total (C)=(A+B) Total Managerial Remuneration	1,95,000	1,95,000
	Overall Ceiling as per the Act	As per Companies Act, 2013

(C) (i) REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD / MANAGER / WTD:

Sr No.	Particulars of Remuneration	Key Manegerial Personnel
		Rupal B. Parikh Chief Financial Officer (01.04.2019 - 31.03.2020)	Rajesh D. Pisal Company Secretary (01.04.2019 - 31.03.2020)	Total Amount (in Rs.)
1	Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	16,89,313	12,62,116	29,51,429
	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961	-	-	-
	(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961	-	-	-
2	Stock Option	-	-	-
3	Sweat Equity	-	-	-
4	Commission - as % of profit - others, specify…	-	-	-
5	Others, please specify	-	-	-
	Total	16,89,313	12,62,116	29,51,429
	Overall Ceiling as per the Act	As per Company's Policy

G. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES:

Type	Section of the Companies Act	Brief Description	Details of Penalty / Punishment / Compounding fees imposed	Authority [RD / NCLT / COURT]	Authority [RD / NCLT / COURT]
No instances of Penalties / Punishments / Compounding of Offence or other Officers in default.

MANAGEMENT DISCUSSION AND ANALYSIS

OVERVIEW OF COMPANY:-

Indokem Limited is one of the leading manufacturing Company of Textiles Dyes and Chemicals and Exporter of related products. The manufacturing Index of the Company remained broadly positive, shown temporary weakness at the end of the year due to the novel corona virus pandemic. In spite of this, the Company has kept pace with the changes and there is tremendous growth in future.

We are glad to inform that during the F. Y. 2019-20, your Company achieved a turnover of Rs.89.61 Crores, which is an increase of 13% as compared to last year, despite global slowdown.
Company has also invested in new machineries to manufacture new products range from Ambernath Unit.
IT system and infrastructure is being continuously monitored and enhanced with any required upgrades.
Our major product has received Global Organic Textile Standard (GOTS) certification. GOTS is the worldwide leading textile processing standard for organic fibers, including ecological and social criteria, backed up by independent certification of the entire textile supply chain.
Customers have shown great trust in our Reactive Dyes range of products and now we are focusing on Pigment Emulsions range for which there is less competition.
Company is continuously investing in Quality Control machinery in Laboratory and has qualified staff to meet global standards.
Company is regularly investing in new and attractive Packing Material for the products which has shown better effects.
Company is continuously investing in the registration and renewal of Trademarks to safeguard Intellectual Property Rights.
New Corporate clients have shown faith in our products since last couple of years.

OVERVIEW OF ECONOMY, INDUSTRY STRUCTURE AND DEVELOPMENTS:

The financial year 2019-20 began with apprehensions of a slowdown, mainly over the US-China trade war and concerns over Brexit, and ended with an almost catastrophic blow to the world economy because of the novel coronavirus pandemic. The combination of these factors made 2019 the year of slowest growth since the financial crisis of 2008. In its April 2020 outlook, the International Monetary Fund (IMF) calculated a global economic growth of 2.9% in 2019, down from 3.6% in 2018, and negative growth of 3% in 2020. The slower growth was attributed to a lag in global manufacturing and trade, muted economic activity in a few emerging markets and international trade disruptions.

The ongoing efforts of mitigating the slowdown were derailed by the COVID-19 virus which first came to light in China in December 2019 and has now spread to more than 190 countries. To save human lives through self-isolation, all activities barring the most essential were shut down in many countries, causing a massive erosion of employment and income, and hitting most business sectors. A long-term impact on consumer demand and investor confidence as well as the global supply chain is unavoidable. According to an analysis from the United Nations Conference on Trade and Development (UNCTAD), commodity-rich exporting countries will face a USD 2-3 trillion drop in investments in the next two years. IMF has projected that the global economy will grow by 5.8% in 2021 supported by fiscal and monetary measures, provided the contagion recedes in the second half of 2020.

The Textile Dyes market (Direct, Reactive, VAT, Basic, Acid, and Disperse) was valued at \$9.4 billion in 2018 and is projected to reach \$15.5 billion by 2026 at a Compounding Annual Growth Rate (CAGR) of 6.3% during the forecast period. Low-cost of manufacturing in counties in Asia Pacific (APAC) such as China and high demand for textile dyes in APAC are the key factors driving the demand for textile dyes.

The global textile dyes market is majorly segmented on the basis of types, application, fibers, and region. Based on types textile dyes market is segmented as Direct dyes, Acid dyes, Basic dyes, Fiber-reactive dyes, Vat dyes, Mordant dyes, Solvent dyes, Disperse dyes¸ and others (Sulphur dyes, Azoic colors etc). Based on application, of textile dyes the market is segmented into yarn dyeing, garment dyeing. Based on fiber the market segmented into cotton, wool,

silk, nylon, viscose, and others (acrylic, jute etc.) and based on region market is segmented into North America, Europe, APAC, Latin America, Middle East & Africa.

With economic contraction and saturation in Europe and North America, textile manufacturers are shifting their production base to APAC. China is one of the leading producers and consumers of textile dyes in the region. The strengthening economy of countries such as China and India is attracting new investments in APAC. In addition, the growing demand and policies regarding the use of environment-friendly and low-VOC products have led to innovation in the APAC textile dyes market.

Rise in production of textiles to meet the increase in demand for consumers is expected to drive the growth of the market. Increase in urbanisation, product innovation, rise in industrialisation, and exponential growth of the online fashion sector is further expected to accelerate the growth of the market.

Upsurge in production of textiles in developing countries to meet the rise in consumer demand, low cost of labor, and an increase in population are the various factors that drive the growth of the global textile dyes industry. However, the market growth is hampered due to implementation of various health & environment regulations toward the use of textile dyes. This is attributed to the fact that these dyes contain toxic substances such as arsenic, lead and heavy metals, which increase environmental pollution, thereby negatively impacting the growth of the textile dye industry. Textile dyeing processes consume huge amount of water as a solvent. Hence, development of new processes that minimize the water wastage is anticipated to create a significant opportunity for the market growth.

Globally the textile dyes industry has witnessed an impressive growth. Initially the industry's production establishments were mostly in the west, but in the last few years, they have been shifting to the East. The size of the World's Dyestuff industry is estimated at US\$ 6.1 bn. and is growing at about 2%. China is the largest manufacturer of dyes, followed by India.

Several industries within the manufacturing sector witnessed negative growth. The chemical industry also was no exception and growth was adversely impacted during the financial year. The outlook for the financial year 2020-21, continues to be challenging as COVID-19 epidemic, availability of inputs and rise in the crude oil prices can pose challenges for the industry.

Due to increasing environmental consciousness in China and after the REACH (Registration, Evaluation, Authorization and Restriction of Chemicals) regulation and stringent effluent discharge norms, costs of handling effluents have increased. As a result, a large number of Companies have begun to relocate their operations to India.

OPPORTUNITIES AND CHALLENGES:

The world market for textiles is growing and, therefore, the demand for dyes will continue to grow in future.
Rising domestic demand in Textile Dyes and chemicals, India's attractiveness as a manufacturing destination and its improved ease of doing business are some factors that suggest possibility of further growth in the chemical industry.
Government initiatives like 'Make in India' and FDI are further anticipated to aid the growth of the market over the coming years.
The Indian Textile chemicals industry continues to be benefited due to availability of technically skilled manpower and competitive labour costs.
Pollution and effluent problems have become the single biggest factor in restricting the growth of the textiles dyes industry in the developed nations. Tighter rules and regulations, strict laws and high standard for treatment of the effluents have forced these countries to look for better opportunities without sacrificing their interest. If India has to capitalize on these opportunities, then there seems to be no harm in encouraging this industry in the country provided proper measures are taken for effluent treatment.
Shutdown of capacities in China due to the environmental issues is likely to continue in the near term. Most of the raw material for textile dye stuffs is coming from China; due to the ongoing strict environment standards in place, there is an acute shortage of raw material, leading to huge increase in prices. Main products affected are VAT dyes, Disperse dyes, Direct dyes, Pigment emulsions and Reactive dyes etc
As per new environmental regulations of Government of China, higher environment standards have been

made top priority wherein they will expand environmental inspections to more cities and regions in a fresh round of checks as part of a three year anti-pollution plan. The regulations have had an adverse effect on the availability of raw material for the industry. This has raised major concerns for us and impacted the rate of most of the products which has gone up steeply, mainly due to production disruptions as a result of the environment controls. Cost of few of the raw material used in manufacturing of VAT, Pigment, Disperse and Basic Dyes have gone up abnormally. Another main reason for severe impact on profits was reduction in gross margin due to increase in raw material input costs which could not be passed on to the customers.

This increase in prices and shortage of raw material is impacting production and thereby leading to abnormal increase in prices and disruption in raw material supply of VAT, Pigment and Disperse Dyes which viciously again leads to increase in prices and shortage of raw materials. Fluctuations in foreign exchange and availability of raw materials may impact sales realizations. Treatment costs are expected to remain high because of stricter regulatory norms and increasing demand for cleaner and greener products from user industries.
Risk of global economic slowdown as a result of the pandemic and rising trade tensions may impact the Textile Dyes and chemicals sector as a whole.
The cost of compliance and complex regulatory process also impact operations economically. The ability to scale up, offering differentiated products through innovations, implementing effective sales and marketing strategy and maintaining high levels of regulatory standards will clearly separate winners from the crowds in this space.

FUTURE OUTLOOK:

The Company is in the business of Dyes, Auxiliaries & Sizing Chemicals for the Textile Industry. The market has been witnessing accelerated demand for Indian Products having an edge over those of China on account of various socioeconomic and environmental factors. Many multinational and Chinese chemical Companies are trying to collaborate with Indian manufacturers and now India is a major manufacturer and supplier of textile dyes and chemicals. During the year under review, the Company faced turbulence in the market and the same has been reflected in the results of the Company. The Company is taking all corrective measures to strengthen itself against the volatility and we hope that our commitment will continue to drive the Company, as we move forward.

RISKS AND CONCERNS:

Chemicals industry is a highly regulated industry with stringent environmental norms. Any change in policy by the Government may have an adverse impact on the performance of the Industry. However, Indokem Limited follows best in class process controls and systems, and hence we are always ready to adapt to any changes in the Government Regulations.
Shutdown of capacities in China due to environmental issues leads to increase in price of input materials, which impacts Company's profitability to the extent that the same are not absorbed by the market through price increases and / or could have a negative impact on the demand in the market. The Company has started concentrating on supply chain Management system with focus on inventory Management to mitigate impact of fluctuation in the raw material prices.
In F. Y. 2019-20, huge fluctuation in the foreign exchange rates had an adverse impact on the Company's import and export transactions which finally impacted financials of the Company. Further rise in the crude oil prices has weakened Indian Rupee due to increase in import costs.
As part of the global policy, the relevant parameters for all manufacturing sites are analyzed to minimize the risk associated with protection of environment, safety of operations and health of people at work. These are then monitored regularly with reference to statutory regulations prescribed by government authorities and guidelines defined by Indokem. The Company fulfills its legal requirements concerning emission, waste water and waste disposal. Improving work place safety continues to be top priority at all manufacturing units.
The Company continues its focus on compliance in all areas of its business operations by rationalizing and strengthening controls. This is also an important component of Company's Code of Conduct. The Company has set in place the requisite mechanism for meeting with the compliance requirements and periodic monitoring to avoid any deviation. Company aims to set exemplary and sustainable standards, not only through products, services and performance, but also through integrity and behavior.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. In order to supplement the internal control process, the Company has appointed an Internal Auditor who is authorised by the Audit Committee to assess the adequacy and compliance of internal control process and provide their report covering observations and recommendations. Based on the report of internal audit function, the Company undertakes corrective actions in their respective areas and thereby strengthens the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

Further, in compliance with the Companies Act, 2013, and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has laid down a system of internal financial controls over financial reporting and adequacy and operating effectiveness of such controls. These controls are designed to provide a reasonable assurance regarding:

Adherence to the Company's policies and procedures;
Safeguarding assets;
Prevention and detection of fraud and error;
Reliability, completeness and accuracy of accounts;
Timely reporting of information (financial, non-financial, internal and external).

QUALITY MANAGEMENT SYSTEM:

Your Company maintains its quality systems from lower level Management to higher level Management by imparting ethical standards in its approach and behavior and implementing the same in day to day business practices. The Company is complying with ISO certification for its manufacturing units.

HUMAN RESOURCE MANAGEMENT:

Your Company has maintained good and cordial relations with all employees and continues to invest in the training and development of all. The Board gives guidance to the Management ensuring that the implications of safety and sustainability are addressed properly in all the strategic initiatives. Company considers its committed and talented workforce as one of its most critical assets and key to driving sustainable performance, growth and developing competitive advantage. The number of employees reduced by 4 from 103 as on 31st March, 2019 to 99 as on 31st March, 2020.

CAUTIONARY STATEMENT:

Statements in the Management Discussion and Analysis describing the Company's objectives, expectations or forecast may be forward looking within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global and domestic supply and demand conditions affecting selling prices of finished goods, input availability and prices, changes in Government regulations, tax laws, economic developments with the country and other factors such as litigations and industrial relations.

CONCLUSION:

Your Company expects turn-around in its performance in coming year on account of several initiatives taken by the Company in improving plant efficiency, new product developments and focus on Research and Development. We have come a long way from where we had begun and we continue to set new benchmarks for ourselves in order to constantly improve our performance. To summarise, your Company is optimistic for the growth in the medium term in revenues as well as operating margins.

For and on behalf of the Board

Sd/- Mr. Mahendra K. Khatau Place: Mumbai Chairman & Managing Director Date: 25th August, 2020 DIN: 00062794

CORPORATE GOVERNANCE REPORT

COMPLIANCE REPORT FOR THE FINANCIAL YEAR 2019-20:

The Company is committed towards following the best governance practices and maintaining a culture within the organization which promotes an overall development and not just a materialistic approach. This report is prepared in accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015 'SEBI Listing Regulations, 2015', and the Company has complied with the spirit of the Regulations:

I. COMPANY'S CORPORATE GOVERNANCE PHILOSOPHY:

The Company continues to lay great importance on the adoption of best compliance practices and maintenance of transparency at all levels of the hierarchy. At Indokem Limited, it is imperative that the Company affairs are managed in a fair and transparent manner.

We, at Indokem, ensure that we evolve and follow the Corporate Governance guidelines and best practices. We consider it our inherent responsibility to disclose timely and accurate information regarding our financials and performance as well as the leadership and governance of the Company.

II. BOARD OF DIRECTORS:

i. As on 31st March, 2020, the Company has six Directors. The composition of the Board is in conformity with Regulation 17 of the SEBI Listing Regulations, 2015 read with Section 149 of the Companies Act, 2013.
ii. None of the Directors on the Board holds Directorship in more than ten Public Companies. Further none of them is a member in more than ten Committees or Chairman of more than five Committees across all the Public Companies in which he is a Director. Necessary disclosures regarding Committee positions in other Public Companies as on 31st March, 2020 have been made by the Directors. None of the Directors are related to each other except Mr. Mahendra K. Khatau, Mrs. Asha M. Khatau and Mr. Manish M. Khatau.
iii. Independent Directors are Non-executive Directors as defined under Regulation 16(1)(b) of the SEBI Listing Regulations, 2015 read with Section 149 (6) of the Companies Act, 2013. The maximum tenure of Independent Directors is in compliance with the Act. All the Independent Directors have confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the SEBI Listing Regulations, 2015 read with Section 149 (6) of the Companies Act, 2013.
iv. Four Board Meetings were held during the financial year and the gap between two meetings did not exceed one hundred and twenty days. The dates on which the said meetings were held: 13th May, 2019, 12th August, 2019, 12th November, 2019 and 13th February, 2020.
v. The Board periodically reviews the compliance reports of all laws applicable to the Company, prepared by the Company.
vi. During the Audit Committee and Board Meetings, the Chairman and Company Secretary give extensive briefings to the Board members on the business of the Company and on various financial, legal & compliance issues.
vii. The names and categories of the Directors on the Board, their attendance at Board Meetings held during the year and at the last Annual General Meeting (AGM) and the number of Directorship and Committee Chairmanships/ Memberships held by them in other Public Limited Companies as on 31st March, 2020 are given herein below:

	Name and Category of the Director Attendance particulars		Number of Di rectorship(s) held in Indian public limited Companies (including In dokem Ltd.)		Committee(s) position (including Indokem Ltd.)
		Board Meeting	Last AGM	Other	M	C
1	Mr. Mahendra K. Khatau Chairman & Managing Director – Promoter	4	Yes	3	1+1	4+2
2	Mr. Manish M. Khatau Whole-time Director – Promoter	4	Yes	1	3	-
3	Mrs. Asha M. Khatau Non-executive Director – Promoter	3	Yes	3	2+1	0+2
4	Mr. Kailash Pershad Non-executive Independent Director	4	Yes	2	3	1
5	Mr. Rajagopalan Sesha Non-executive Independent Director	2	No	2	3+2	-
6	Mr. Bhalchandra Sontakke Non-executive Independent Director	4	No	2	2+2	2+2

* Excludes Directorships held in Private Limited Companies, Foreign Companies and Section 8 Companies.

viii. Details of Equity Shares of the Company held by Non-executive Directors as on 31st March, 2020 are given below:

Name of the Directors	Category	Number of equity shares
Mrs. Asha M. Khatau	Non-executive Director	45,243
Mr. Kailash Pershad	Non-executive Independent Director	NIL
Mr. S. Rajagopalan	Non-executive Independent Director	NIL
Mr. Bhalchandra Sontakke	Non-executive Independent Director	NIL

The Company has not issued any convertible instruments to any of the Non-executive Directors.

Details of Directors seeking appointment / re-appointment at the forthcoming Annual General Meeting:

Mrs. Asha Mahendra Khatau (DIN: 00063944), Non-executive Director is liable to retire by rotation at the ensuing AGM and being eligible offers herself for re-appointment.

Profile of Mrs. Asha Mahendra Khatau as required under Regulation 36(3) of the SEBI Listing Regulations, 2015 and Companies Act, 2013 is given as Annexure to the Notice of the AGM to be held on 29th September, 2020.

Mr. Manish M. Khatau (DIN: 00062794), Whole-time Director of the Company, whose term expires on 28th February, 2021 and who is eligible for re-appointment, as a Whole-time Director of the Company to hold office for another term of three consecutive years with effect from 1st March, 2021 upto 29th February, 2024.

Profile of Mr. Manish M. Khatau as required under Regulation 36(3) of the SEBI Listing Regulations, 2015 and Companies Act, 2013 is given as Annexure to the Notice of the AGM to be held on 29th September, 2020.

Mr. Rahul Singh (DIN: 07477748), Additional Independent Non-executive Director of the Company who has submitted a declaration that he has met the criteria for Independence as provided in Section 149(6) of the Act and who is eligible for regularisation of appointment, as an Independent Non-executive Director of the Company to hold office for a term of five consecutive years with effect from 29th September, 2020 to 28th September, 2025.

Profile of Mr. Rahul Singh as required under Regulation 36(3) of the SEBI Listing Regulations, 2015 and Companies Act, 2013 is given as Annexure to the Notice of the AGM to be held on 29th September, 2020.

Core Skills/ Expertise/ Competencies Available with the Board:

In terms of requirement of Listing Regulations, 2015, the Board has identified the following core skills / expertise / Competencies of the Directors in the context of the Company's business for effective functioning as given below:

Director	Industry Knowledge	Leadership	Expertise and Experience in Finance	Strategy and Planning	Board Governance	Merger and Acquisition	Exposure in Policy Shaping and Industry Advocacy	Sales and Marketing
Mahendra K. Khatau	✓	✓	✓	✓	✓	✓	✓	✓
Asha M. Khatau	✓	✓	✓	✓	✓	✓	✓	✓
Manish M. Khatau	✓	✓	✓	✓	✓	✓	✓	✓
Kailash Pershad	✓	✓	✓	✓	✓	✓	✓	✓
B. G. Sontakke	✓	✓	✓	✓	✓	✓	✓	✓
Rajagopalan Sesha	✓		✓	✓	✓	✓	✓

III. COMMITTEES OF THE BOARD:

There are six Board Committees which comprise of four Statutory Committees and two other Committees that have been formed considering the needs of the Company and best practices in Corporate Governance as on 31st March, 2020 which are as follows:

1. AUDIT COMMITTEE:

The terms of reference, category and composition of the Committee and meetings and attendance details of the members are given below:

	Extract of terms of reference		Category and Composition	No. of meetings
		Name	Category	attended
	The Audit Committee of the Board is constituted in line with the provisions of Regulation 17 of SEBI Listing Regulations, 2015 and Section 177 of the Companies Act, 2013.	Mr. Kailash Pershad	Chairman (Non executive / Independent Director)	4
	Oversight of financial reporting process.	Mr. Rajagopalan	Member (Non
	Review the audit of Company's financial statements.	Sesha	executive / Independent Director)	2
	Evaluation of internal financial controls and risk management systems.	Mr. Bhalchandra	Member (Non	4
	Recommendation for appointment, remuneration and terms of appointment	Sontakke	executive / Independent Director)
	of Auditors of the Company.	Mr. Mahendra K.	Member (Chairman &
	The Company's risk management policies.	Khatau	Managing Director)	4
	To review and monitor the functioning of Vigil Mechanism and actions taken in respect thereof.

The Company Secretary acts as the Secretary to the Committee.

No. of meetings held: Four meetings of Audit Committee of the Board of Directors were held during the financial year ended 31st March, 2020.

Dates: 13th May, 2019, 12th August, 2019, 12th November, 2019 and 13th February, 2020.

2. NOMINATION AND REMUNERATION COMMITTEE:

In compliance with the provisions of Regulation 19 of the SEBI Listing Regulations, 2015 and Section 178 of the Companies Act, 2013 the Company has adopted a policy which deals with the manner of Nomination, Remuneration and Evaluation of the Board of Directors, Key Managerial Personnel and employees in Senior Management. The policy has been posted on the Company's website at www.indokem.co.in.

The terms of reference, category and composition of the Committee and meetings and attendance details of the members are given below:

Extract of terms of reference	Category and Composition		No. of
	Name	Category	meetings attended
The Nomination and Remuneration Committee of the Board is constituted in line with the provisions of Regulation 19 of SEBI Listing Regulations, 2015 and Section 178 of the Act.	Mr. B. G. Sontakke	Chairman (Non executive / Independent)	1
 Recommend to the Board the setup and composition of the Board and its Committees.  Recommend to the Board the appointment / re appointment of Directors and Key Managerial Personnel.	Mr. Kailash Pershad	Member (Non executive / Independent)	1
 Recommend to the Board the Remuneration Policy for Directors, Executives, Key Managerial Personnel and senior Management employees.  Oversee familiarization programmes for the Directors.	Mr. Rajagopalan Sesha	Member (Non executive / Independent)	1

No. of meetings held: One meeting of Nomination and Remuneration Committee of the Board of Directors was held on 12th August, 2019 during the financial year ended 31st March, 2020.

POLICY ON NOMINATION, REMUNERATION AND EVALUATION:

A. Performance Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, 2015 the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of the Audit Committee and Nomination and Remuneration Committee. A structured questionnaire was prepared, after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligation and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

B. Familiarization Program for Independent Directors:

In compliance with Regulation 25 (7) of SEBI Listing Regulations, 2015 and Schedule IV of Companies Act, 2013, the Board of Directors has approved a Policy "Familiarization Program for Independent Directors". The Policy has been posted on the website of the Company at www.indokem.co.in

In compliance with the provisions of Schedule II (D) of the SEBI Listing Regulations, 2015 and Section 178 of the Companies Act, 2013, the Company has adopted a policy which deals with the manner of Nomination, Remuneration and Evaluation of the Board of Directors, Key Managerial Personnel and employees in Senior Management. The policy has been posted on the website of the Company at www.indokem.co.in

C. Criteria for Appointment of Director, Key Managerial Personnel (KMP) and Senior Management:

i. Criteria for qualifications, positive attributes and independence of Directors, KMP & Senior Management Personnel.
ii. Identifying candidates who are qualified to become Directors, KMP & Senior Management Personnel.

D. Remuneration of Directors:

i. Remuneration to Executive Directors:

Remuneration paid to the Executive Directors is recommended by the Nomination and Remuneration Committee, approved by the Board and is subject to the overall limits as approved by the shareholders.

Details of remuneration paid / payable to the Executive Directors for the year ended 31st March, 2020 are given below:

(Amount in `)

Sr. No.	Particulars	Mr. Mahendra K. Khatau (Chairman and Managing Director)	Mr. Manish M. Khatau (Whole-time Director)
1	Salary	3,00,000/-	1,10,000/-
2	House Rent Allowance	1,50,000/-	85,000/-
3	House Maintenance Allowance / City Compensatory Allowance	80,000/-	74,520/-
4	Reimbursement of Gas Electricity and other utility	15,000/-	NIL
5	Medical Reimbursement	5,000/-	6,000/-
6	Leave Travel Concession	5,000/-	6,000/-
7	Provident Fund	NIL	13,200/-
8	Gratuity @ 4.8 % of basic	14,400/-	5,280/-
	Total	5,69,400/- pm.	3,00,000/- pm.
1	Service Contract	5 Years	5 Years
2	Notice Period	3 months	3 months

ii. Sitting Fees paid to Non-executive Directors and Independent Directors:

During the year 2019-20, the Company paid fees of Rs.7,500/- per meeting to its Non-executive Directors and Independent Directors for attending meetings of Board and meetings of Committees of the Board.

Details of total sitting fees paid / payable to the Non-executive Directors and Independent Directors for the year ended 31st March, 2020 are given below:

(Amount in `)

Name of Director	Sitting Fees Paid
	Board Meeting Audit Committee Nomination and Meeting Remuneration Committee
	Non-executive Director
Mrs. Asha M. Khatau	22,500 - -
	Non-executive Independent Directors
Mr. Kailash Pershad	30,000	30,000	7,500
Mr. Rajagopalan Sesha	15,000	15,000	7,500
Mr. Bhalchandra Sontakke	30,000	30,000	7,500

Note: None of the Non-executive Directors have any pecuniary relationship or transaction vis-à-vis the Company. Mr. Mahendra K. Khatau and Mrs. Asha M. Khatau are related to each other as husband and wife and Mrs. Asha M. Khatau and Mr. Manish M. Khatau are related to each other as mother and son.

The Non-executive Directors do not get any Remuneration from the Company except the sitting fees as approved by the Board from time to time. All Independent Directors are experts in their respective fields and their services are beneficial to the Company.

3. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The terms of reference, category and composition of the Committee and meetings and attendance details of the members are given below:

Extract of terms of reference	Category and Composition	No. of meetings
	Name	Category	attended
The Stakeholders Relationship Committee of the Board is constituted in line with the provisions of Regulation 20 of SEBI Listing Regulations, 2015 and	Mr. Bhalchandra Sontakke	Chairman (Non executive / Independent)	4
Section 178 of the Companies Act, 2013.  Consider and resolve the grievances of	Mr. Kailash Pershad	Member (Non executive / Independent)	4
security holders.  Consider and approve issue of share certificates, transfer and transmission of securities, etc.	Mr. Rajagopalan Sesha	Member (Non executive / Independent)	2

The Company Secretary acts as the Secretary to the Committee.

No. of meetings held: Four meetings of Stakeholders Relationship Committee of the Board of Directors were held during the financial year ended 31st March, 2020.

Dates: 13th May, 2019, 12th August, 2019, 12th November, 2019 and 13th February, 2020.

E. Name, designation and address of Compliance Officer:

Mr. Rajesh D. Pisal

General Manager - Legal & Company Secretary

Indokem Limited

Plot No. 410 / 411, Khatau House, Mogul Lane, Mahim (West), Mumbai - 400 016. Telephone: 91 22 6123 6711 Email: [email protected]

F. Details of investors complaints received during the year 2019-20 are as follows:

No. of complaints received at the beginning of the year	03
No. of complaints received during the year	03
No. of complaints resolved during the year	06
No. of complaints pending at the end of the year	00

All the complaints were duly resolved within stipulated time limits.

4. RISK MANAGEMENT COMMITTEE:

The terms of reference, category and composition of the Committee and meetings and attendance details of the members are given below:

Extract of terms of reference		Category and Composition	No.of
	Name	Category	meetings attended
The Risk Management Committee of the	Mr. Mahendra K.	Chairman	-
Board is constituted in line with the provisions	Khatau	(Chairman & Managing
of Regulation 21 of SEBI Listing Regulations,		Director)
2015.	Mr. Manish M. Khatau	Member (Whole-time Director)	-
 Frame implement and monitor the risk management plan for the Company.	Mrs. Asha M. Khatau	Member (Non-executive Director)	-

No. of meetings held: NIL

5. SHARE TRANSFER COMMITTEE:

The terms of reference, category and composition of the Committee and meetings and attendance details of the members are given below:

Extract of terms of reference			Category and Composition	No. of
		Name	Category	meetings attended
	The Committee looks into the issues relating to Shareholders, including transfer, transmission and transposition of shares,	Mr. Mahendra K. Khatau	Chairman (Chairman & Managing Director)	1
	issue of duplicate share certificates and other related matters.	Mr. Manish M. Khatau	Member (Whole-time Director)	1
	The Committee meets to approve the share transfers and transmissions from time to time in accordance with request received from our members with the help of our Registrar and Share Transfer Agent (RTA), Sharex Dynamic (India) Private Limited	Mr. Bhalchandra Sontakke	Member (Non-executive / Independent)	1

No. of meetings held: One meeting of Share Transfer Committee of the Board of Directors was held during the financial year ended 31st March, 2020.

Dates: 04th April, 2019.

6. COMMITTEE OF BOARD OF DIRECTORS:

The terms of reference, category and composition of the Committee and meetings and attendance details of the members are given below:

Extract of terms of reference		Category and Composition	No. of
	Name	Category	meetings attended
The Committee of Board of Directors is constituted to look after	Mr. Mahendra K. Khatau	Chairman (Chairman & Managing Director)	14
such matters as may be delegated by the Board from time to time.	Mr. Manish M. Khatau	Member (Whole-time Director)	14
	Mrs. Asha M. Khatau	Member (Non-executive Director)	14

No. of meetings held: Fourteen meetings of Committee of the Directors were held during the financial year ended 31st March, 2020.

Dates: 23rd April, 2019, 2nd May, 2019, 13th May, 2019, 21st May, 2019, 6th August, 2019, 23rd August, 2019, 18th September, 2019, 30th September, 2019, 30th October, 2019, 13th November, 2019, 23rd December, 2019, 2nd January, 2020, 26th February, 2020, 18th March, 2020.

IV. GENERAL BODY MEETINGS:

A. Details of Annual General Meetings held during the preceding 3 years and Special Resolution passed thereat is given below:

53rd Annual General Meeting

Date and Time: 30th September, 2019 at 3:00 P.M.

Venue: Plot No. 410 / 411, Khatau House, Mogul Lane, Mahim (West), Mumbai – 400 016.

Details of Special Resolution passed:

Resolution under Section 188 of Companies Act, 2013 for entering into related party transactions.

52nd Annual General Meeting

Date and Time: 28th September, 2018 at 3:00 P.M.

Venue: Plot No. 410 / 411, Khatau House, Mogul Lane, Mahim (West), Mumbai – 400 016.

Details of Special Resolution passed:

1. Resolution under Section 188 of Companies Act, 2013 for entering into related party transactions.
1. Resolution for re-appointment of Mr. Kailash Pershad, Independent Director of the Company for a second term of 5 consecutive years under the provisions of Section 149, 150, 152 of the Companies Act, 2013 read with Schedule IV to the Act and Regulation 16(1)(b) of the SEBI Listing Regulations, 2015.
1. Resolution for re-appointment of Mr. Bhalchandra Sontakke, Independent Director of the Company for a second term of 5 consecutive years under the provisions of Section 149, 150, 152 of the Companies Act, 2013 read with Schedule IV to the Act and Regulation 16(1)(b) of the SEBI Listing Regulations, 2015.
1. Resolution for re-appointment of Mr. Rajagopalan Sesha, Independent Director of the Company for a second term of 5 consecutive years under the provisions of Section 149, 150, 152 of the Companies Act, 2013 read with Schedule IV to the Act and Regulation 16(1)(b) of the SEBI Listing Regulations, 2015.

51st Annual General Meeting

Date and Time: 29th September, 2017 at 4:00 P.M.

Venue: City Banquets Hall, Ashford Chambers, Citylight Cinema, L.J. Road, Mahim, Mumbai – 400 016.

Details of Special Resolution passed:

Resolution under Section 188 of Companies Act, 2013 for entering into related party transactions.

B. Postal Ballot:

1. Resolutions passed through Postal Ballot:

There were no resolutions passed through postal ballot during the financial year ended 31st March, 2020.

2. Whether any special resolution is proposed to be conducted through postal ballot:

No special resolution is proposed to be conducted through postal ballot.

3. Procedure for postal ballot:

No special resolution is proposed through postal ballot; hence the details of procedure are not given.

C. E-voting facility:

E-voting facility was offered to all the members to enable them to cast their votes electronically, instead of dispatching the Ballot Form by post.

II. COMPANY POLICIES:

All the below stated policies are available on the website of the Company at www.indokem.co.in

1. Whistle Blower Policy:

The Company has adopted The Whistle Blower Policy, as part of Vigil Mechanism to provide appropriate avenues to the Directors and employees to bring the attention of the Management to any issue which is perceived to be in violation of or in conflict. The Whistle Blower Policy aims to encourage all employees to inform the Company regarding any kind of misuse of Company property, mismanagement or wrongful conduct prevailing in the Company and no personnel has been denied access thereto. The disclosure would be sent to the Chairman of the Audit Committee / the 'Ombudsman' who would investigate and recommend to the Management of the Company to take such disciplinary or corrective action as may be deemed fit. Proper measures are taken to ensure the confidentiality of the whistle blower.

2. Policy dealing with Related Party Transactions:

The Board of Directors of the Company has adopted the policy and procedures with regard to Related Party Transactions. This policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a yearly basis for transactions which are of repetitive nature and/ or entered in the ordinary course of business and are at Arm's Length.

3. Policy for preservation of documents:

The Policy for preservation of documents has been framed under Regulation 9 of Chapter III Schedule II (D) of the SEBI Listing Regulations, 2015. The Company is required to preserve documents of the Company. The purpose of this Policy is to ensure that all the necessary documents and records of the Company are adequately protected and preserved as per the statutory requirements and to ensure that the records of the Company which are no longer needed or are of no value are discarded after following the due process for discarding the same. This Policy is also for the purpose of aiding employees of the Company in understanding their obligations in retaining and preserving the documents and records which are required to be maintained as per the applicable statutory and regulatory requirement.

4. Archival Policy for any Material Event / Information disclosed to the Stock Exchange:

The Board of Directors of the Company has adopted the following Archival Policy with regard to any Material Events or Information in terms of Regulation 30 of the SEBI Listing Regulations, 2015 which are disclosed to the Stock Exchange in terms of the Company's Policy for Determination of Materiality of any event and information. The purpose of this Policy is to archive any of the material events or information which is disclosed by the Company to the Stock Exchange for a period of five years. Any disclosure of events or information which has been submitted by the Company to the Stock Exchange under Regulation 30 of the SEBI Listing Regulations, 2015 and Policy of the Company (Disclosed Information) will be available on the website of the Company for a period of five years from the date of its disclosure. Disclosed Information which is over five years old will be archived from the Website of the Company. Anyone intending to review this disclosed information may write to the Compliance Officer of the Company.

5. Policy on Prevention of Sexual Harassment at Workplace:

The policy on Prevention of Sexual Harassment at Workplace applies to all categories of employees of the Company, including permanent Management and workmen, temporaries, trainees and employees on contract basis at their workplace or at client sites. The Company will not tolerate sexual harassment, if engaged in by clients or by suppliers or any other business associates. In conclusion, the Company reiterates its commitment to providing its employees, a workplace free from harassment/ discrimination and where every employee is treated with dignity and respect.

6. Policy for Determination of Materiality:

The Board of Directors of the Company has adopted the following policy and procedures with regard

to disclosure of events / information (Material) of the Company. This policy is framed keeping in view the requirement of Regulation 30 of SEBI Listing Regulations, 2015. The Company is required to make disclosures of any events or information which, in the opinion of the Board of Directors of the Listed Company, is material to the Company. The purpose of this Policy is to determine Materiality of Events and Information based on criteria specified under Regulation 30(4)(i) of the SEBI Listing Regulations 2015 and to ensure that the Company shall make disclosure of events / information specified in para A and B of Part A of Schedule III of the SEBI Listing Regulations, 2015 to the Stock Exchange.

7. Prevention of Insider Trading Code:

As per SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a revised Code of Conduct for Prevention of Insider Trading & Code of Corporate Disclosure Practices. All the Directors, employees and third parties such as auditors, consultants, etc. who could have access to the unpublished price sensitive information of the Company are governed by this code. The trading window is closed during the time of declaration of results and occurrence of any material events as per the code. The Company has appointed Mr. Rajesh D. Pisal, Company Secretary and Compliance Officer who is responsible for setting forth procedures and implementation of the code for trading in Company's securities.

III. DISCLOSURES:

1. Related Party Transactions:

i. All transactions entered into with Related Parties as defined under Companies Act, 2013 and Regulation 23 of the SEBI Listing Regulations, 2015 during the financial year 2019-20 were undertaken in compliance with the aforesaid regulatory provision;
ii. There were no materially significant transactions with related parties during the financial year 2019-20 which were in conflict with the interest of the Company; the Board has approved a policy for related party transactions which has been uploaded on the website of the Company and can be accessed at www.indokem.co.in
iii. For related party transactions, refer Note No. 29 of Notes to Accounts annexed to the Financial Statements.

2. Code of Conduct:

The Board of Directors has laid down a Code of Conduct for all Board Members and Members of the Senior Management of the Company. The Board Members and Senior Management Personnel of the Company have affirmed compliance with the Code. The Chairman and Managing Director of the Company has given declaration to the Company that all the Board Members and Senior Management Personnel of the Company have affirmed compliance with the Code. The declaration by the Chairman and Managing Director to that effect forms part of this Report. The said Code is also placed on the website of the Company at www.indokem. co.in.

3. Vigil Mechanism:

The Company has established a Vigil Mechanism which includes Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct & Ethics. The details of establishment of Vigil Mechanism / Whistle Blower Policy are posted on the website of the Company at www.indokem.co.in No Director / Employee has been denied access to the Audit Committee.

4. Details of remuneration paid to the statutory auditors:

The details of total fees for all services paid by the Company to the statutory auditors are as follows:

Payment to Statutory Auditors and its Network Firms	31st March, 2020 (Rs. in lakhs)
Audit and Limited Review Fee	5
Tax Audit	1
In other capacity - Other Services	5
Reimbursement of Expenses	0
Total	11

IV. DISCLOSURES ON WEBSITE:

Company's official website www.indokem.co.in provides comprehensive information about Company's business. The website has entire section dedicated to Company's profile, its core values, Corporate Governance, etc. which enables shareholders to access information at their convenience.

The Annual Report of the Company, quarterly / half yearly and the annual results and the press release and other documents of the Company are placed on the official website of the Company and the same can be downloaded.

Following information has been disseminated on the Website of the Company.

1. Details of business of Company
1. Terms and Conditions of appointment of Independent Directors
1. Composition of various Committees of Board of Directors
1. Code of conduct for Board of Directors and Senior Management Personnel
1. Details of establishment of Vigil Mechanism / Whistle Blower Policy
1. Policy on dealing with Related Party Transactions
1. Details of Familiarization Programmes imparted to Independent Directors
1. Policy for determining Materiality of Events
1. Policy for Preservation of Documents
1. Prevention of Insider Trading Rules, 2015
1. Code of Practices and Procedures for Fair Disclosure of UPSI
1. Policy on Nomination, Remuneration and Evaluation
1. Board Performance and Evaluation Policy
1. Policy on Prevention of Sexual Harassment at Workplace
1. Archival Policy for any Material Event / Information disclosed to the Stock Exchange

V. COMPLIANCE WITH MANDATORY / NON-MANDATORY REQUIREMENTS:

1. Mandatory Requirements:

The Company has complied with the applicable mandatory requirements of the SEBI Listing Regulations, 2015.

2. Non-mandatory Requirements:

i. The Board:

The Company presently has an Executive Chairman.

ii. Shareholder Rights:

The quarterly / half yearly and yearly financial results were published in one regional language (Marathi) newspaper and one English newspaper. These were not sent individually to the shareholders.

iii. Modified Opinion(s) in audit report:

There is no audit modification in the financial statements of the Company for the financial year ended 31st March, 2020.

iv. Separate post of Chairman and CEO:

The Company has same person as Chairman and Managing Director.

v. Reporting of Internal Auditor:

Internal Auditors are invited to the meetings of the Audit Committee wherein they report directly to the Committee.

VI. MEANS OF COMMUNICATION:

The quarterly, half yearly and annual financial results of the Company are sent out to the BSE Ltd. where the securities of the Company are listed, immediately after they are approved by the Board. The results are thereby published in leading newspapers in India which includes Tarun Bharat/Global Times (Marathi edition) and Business Standard (English Edition). The results are simultaneously posted on the website of the Company at www.indokem.co.in. The official news releases of the Company are displayed on the website of the Company and on the website of BSE Ltd.

The Company has designated email ID - [email protected] exclusively for investor servicing and the contact details with respect to Investor Grievance has been provided on the website of the Company at www.indokem.co.in Management Discussion and Analysis Report is a part of the Company's Annual Report.

VII. GENERAL SHAREHOLDER INFORMATION:

1. Annual General Meeting for F. Y. 2019-20:

Date : 29th September, 2020

Time : 3:00 P.M.

Venue : Through Video Conferencing / Other Audio Visual Means.

2. Financial Calendar:

Financial Year	1st April, 2019 to 31st March, 2020
Date of AGM:	29th September, 2020
Date of Book Closure	Wednesday, 23rd September, 2020 to Tuesday, 29th September, 2020
Dividend payment Date	The Company has not declared any dividend during last three years.

3. Listing on Stock Exchanges:

The Equity Shares of the Company are listed on BSE Limited The BSE Limited 25th Floor, P. J. Towers, Dalal Street, Mumbai – 400 001

4. Stock Code:

BSE Limited: 504092

5. ISIN for Equity Shares:

INE716F01012

6. Market Price Data:

Month wise high / low prices during last year at BSE are as under:

Month	High (Rs.)	Low (Rs.)
April, 2019	12.78	10.45
May, 2019	11.02	9.20
June, 2019	10.40	6.85
July, 2019	9.63	6.65
August, 2019	7.19	5.80
September, 2019	6.72	5.58
October, 2019	6.13	4.92
November, 2019	5.90	4.96
December, 2019	7.09	4.76
January, 2020	11.90	5.84
February, 2020	11.28	10.02
March, 2020	10.02	9.51

7. Performance of the share price of the Company in comparison to the BSE Sensex:

8. Registrar and Transfer Agents:

Name and Address: Sharex Dynamic (India) Private Limited C-101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai – 400 083. Telephone: 2851 5606 / 2851 5644. Email: [email protected] Website: www.sharexindia.com

9. Address for acceptance of documents:

i. Share Transmission in physical form and other communication in that regard, including share certificates and change of address etc. may be addressed to our Registrar and Share Transfer Agents at the address mentioned above.
ii. Shareholders may also contact Compliance Officer of the Company, Indokem Limited, Plot No. 410 / 411, Khatau House, Mogul Lane, Mahim (West), Mumbai – 400 016.

10. Share Transfer System:

Sharex Dynamic (India) Private Limited, the Registrar and Share Transfer Agents looks after the share transfer. Securities and Exchange Board of India has barred physical transfer of shares of listed Companies effective from April 01, 2019 and mandated the share transfer only through Electronic mode. However the above decision does not prohibit the investor from holding the shares in physical form; investor has the option of holding shares in physical form even after April 01, 2019. Also the Board Decision is not applicable for transmission (i.e. transfer of title of shares by way of inheritance / succession) and transposition (i.e. re- arrangement / interchanging of the order of name of shareholders) cases.

The Company obtains half yearly certificate of compliance with the share transfer formalities as required under Regulation 40(10) of the Listing Agreement with Stock Exchanges from a Company Secretary in Practice, and files a copy of the certificate with the Stock Exchanges where Company's shares are listed.

As required by SEBI, a Reconciliation of Share Capital Audit is conducted on a quarterly basis by a Practicing Company Secretary and Certificate issued in this regard is forwarded to the Stock Exchange.

Sr. No. Category No. of Shares held (%) of Shareholding 1. Promoters and Promoter group 17253011 70.93 2. Banks / Financial Institutions and Insurance Cos. 58775 0.24 3. Private Corporate Bodies 177947 0.73 4. Indian Public / HUF / Clearing Members 6775534 27.85 5. NRIs / OCBs / Foreign Nationals 60333 0.25 6. Others 0 0.00 Total 24325600 100.00

11. Shareholding pattern as on 31st March, 2020:

12. Distribution of Shareholding as on 31st March, 2020:

Shares of Nominal Value	No. of Shareholders	(%) of Shareholders	No. of Shares	(%) of Shares
Up to – 5,000	24192	93.93	3025908	12.44
5,001 – 10,000	894	3.47	707682	2.91
10,001 – 20,000	329	1.28	505126	2.08
20,001 – 30,000	111	0.43	277455	1.14
30,001 – 40,000	39	0.15	136891	0.56
40,001 – 50,000	45	0.17	213380	0.88
50,001 – 1,00,000	76	0.30	536458	2.20
100,001 and above	69	0.27	18922700	77.79
Total	25755	100.00	24325600	100.00

13. Dematerialisation of Shares as on 31st March, 2020:

Dematerialised Form	Equity Shares of Rs. 10 each
	Number of Shares	% of total
NSDL	5965521	24.52%
CDSL	15278025	62.81%
Physical Form	3082054	12.67%
Total	24325600	100.00

14. Company has not issued any GDRs / ADRs / Share Warrants or any Convertible Instruments.

15. Commodity price risk or foreign exchange risk and hedging activities:

The Company being a sizable user of commodities, exposes it to the price risk on account of procurement of commodities. However there are no hedging instruments available to specifically mitigate the risk. In respect of foreign exchange risk the Company proposes to use foreign currency forward contracts to hedge its risks associated with foreign currency fluctuations relating to its commitments.

16. Address for Correspondence:

Indokem Limited

Plot No. 410 / 411, Khatau House, Mogul Lane, Mahim (West), Mumbai – 400 016. Telephone: 6123 6767 Designated e-mail address for Investor Services: [email protected] Website: www.indokem.co.in

17. Plant Locations:

i. Company Owned Plant Plot No. 66, Chikhloli MIDC, Ambernath, Dist. Thane, Maharashtra 421 505.
ii. Rented Plant Plot No. 112, Chikhloli MIDC, Ambernath, Dist. Thane, Maharashtra 421 505.
iii. Rented Plant Plot No. 125, Chikhloli MIDC, Ambernath, Dist. Thane, Maharashtra 421 505.
iv. Rented Plant Plot No. 128, Chikhloli MIDC, Ambernath, Dist. Thane, Maharashtra 421 505.
v. Company Owned Godown Survey No. 81/2, Hissa No.2B, at Village Dahisar Mori, Taluka and District Thane - 421 204.

FINANCIAL HIGHLIGHTS F. Y. - 2019-20

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY'S CODE OF CONDUCT

This is to confirm that the Company has adopted a Code of Conduct for all the members of the Board and Senior Management of the Company. It is further confirmed that all the Directors and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct of the Company as on 31st March, 2020.

Sd/- Mahendra K. Khatau Place: Mumbai Chairman and Managing Director Date: 16th July, 2020 DIN: 00062794

CERTIFICATION BY CHAIRMAN AND MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER TO THE BAORD

To,

The Members of Indokem Limited,

We hereby certify that:

1. We have reviewed Financial Statements and the Cash Flow Statement for the Financial year ended 31st March, 2020 and that to the best of our knowledge and belief:
a. These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;
b. These statements together present a true and fair view of the Company's affairs and are in compliance with existing accounting standards, applicable laws and regulations.
1. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or in violence of the Company's Code of Conduct.
1. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.
1. We have indicated to the Auditors and the Audit Committee:
a. Significant changes in internal control over financial reporting during the year;
b. Significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and
c. Instances of significant fraud of which we have become aware and the involvement therein, if any, of the Management or an employee having a significant role in the Company's internal control system over financial reporting.

Sd/- Sd/- Mahendra K. Khatau Rupal B. Parikh Place: Mumbai Chairman and Managing Director Chief Financial Officer Date: 16th July, 2020 DIN: 00062794

Independent Auditor's Certificate on Compliance with the Corporate governance requirements Under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

To,

The Members of Indokem Limited

1. This Certificate is issued in accordance with the terms of our engagement letter dated October 31, 2019.
1. This report contains details of compliance of conditions of Corporate Governance by Indokem Limited ("the Company"), for the year ended March 31, 2020 as stipulated in Regulation 17 to 27, clause (b) to (i) of Regulation 46(2) and paragraphs C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 as amended ("SEBI Listing Regulations") pursuant to the Listing Agreement of the Company with Stock Exchanges.

Management's Responsibility for compliance with conditions of the SEBI Listing Regulations

The compliance of conditions of Corporate Governance is the responsibility of the Management of the Company. This responsibility includes design, implementation and maintenance of internal control, procedures and all relevant supporting records and documents to ensure the compliance with the conditions of the Corporate Governance stipulated in the SEBI Listing Regulations.

Auditor's Responsibility

1. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring compliance with the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on financial statements of the Company.
1. Pursuant to the requirements of the SEBI Listing Regulations, it is our responsibility to provide a reasonable assurance as to whether the Company has complied with the conditions of Corporate Governance as stipulated in the SEBI Listing Regulations for the year ended 31st March 2020.
1. We have examined the books of accounts and other relevant records and documents maintained by the Company for the purpose of providing reasonable assurance on the compliance with Corporate Governance requirements of the Company.
1. We have carried out an examination of the relevant records of the Company in accordance with the Guidance Note on Certification of Corporate Governance issued by the Institute of Chartered Accountants of India (ICAI), the Standards on Auditing specified under Section 143(10) of the Companies Act 2013, in so far as applicable for the purpose of this Certificate and as per the Guidance Note on Reports or Certificates for Special Purposes issued by the ICAI which requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.
1. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Service Engagements.

Opinion

1. In our opinion, and to the best of our information and according to explanations given to us and the representations provided by the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above-mentioned SEBI listing regulations for the year ended 31 March 2020.
1. We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

Restriction on Use

This Certificate is addressed and provided to the members of the Company solely for the purpose to enable the Company to comply with the requirement of the aforesaid regulations and should not be used by any other person or may not be suitable for any other purpose. Accordingly, we do not accept or assume any liability or any duty or any care for any other purpose or any other person to whom this Certificate is shown or into whose hands it may come without our prior consent in writing.

For CNK & Associates LLP Chartered Accountants Firm Registration No. 101961W/ W-100036 Sd/- Place: Mumbai Manish Sampat Date: 19th August, 2020 Membership No. 101684 UDIN: 20101684AAAADT6458

CERTIFICATE ON CORPORATE GOVERNANCE

Certificate on compliance with the conditions of Corporate Governance under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

To,

The Members of Indokem Limited,

We have examined the compliance of conditions of Corporate Governance by Indokem Limited ("the Company") for the year ended 31st March, 2020 as stipulated in Regulations 17 to 27 & 46 and para C & D of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The compliance of conditions of Corporate Governance is the responsibility of the Management. This responsibility includes the design, implementation and maintenance of internal control and procedures to ensure compliance with the condition of the Corporate Governance stipulated in the Listing Regulations. Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring compliance with the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and the representations made by the Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in SEBI Listing Regulations as mentioned above.

We state that such Compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

For Ragini Chokshi & Co Sd/- Makarand Patwardhan (Partner) C. P. No: 9031 FCS No: 11872 UDIN: A01187B000431601

Place: Mumbai Date: 09th July, 2020

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

To, The Members of INDOKEM LIMITED Khatau House, Mogul Lane,

Mahim, Mumbai-400016.

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of INDOKEM LIMITED having CIN L31300MH1964PLC013088 having registered office at Khatau House, Mogul Lane, Mahim, Mumbai-400016 (hereinafter referred to as 'the Company'), produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In my / our opinion and to the best of my / our information and according to the verifications (including Directors Identification Number (DIN) status at the portal (www.mca.gov.in) as considered necessary and explanations furnished to me / us by the Company and its officers, I / We hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 31st March, 2020 have been debarred or disqualified from being appointed or continuing as Directors of Companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority.

Sr. No	Name of Director	DIN	Date of Appointment in Company
1.	Shri Mahendra Kishore Khatau	00062794	01/04/2010
2.	Smt Asha Mahendra Khatau	00063944	30/10/2009
3.	Shri Rajgopalan Iyengar Sesha	00289643	27/12/2005
4.	Shri Kailash Pershad	00503603	31/10/2006
5.	Shri Bhalchandra Gopinath Sontakke	01225753	30/10/2009
6.	Shri Manish Mahendra Khatau	02952828	11/02/2016

Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the Management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the Management has conducted the affairs of the Company

For Ragini Chokshi & Co Sd/- Makarand Patwardhan (Partner) C. P. No: 9031 FCS No: 11872 UDIN: A011872B000431555

Place: Mumbai Date: 09th July, 2020

SECRETARIAL AUDIT REPORT

Form No. MR - 3 For the financial year ended March 31, 2020 [Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members INDOKEM LIMITED

Plot No. 410/411, Khatau House, Mogul Lane, Mahim, Mumbai-400016.

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by INDOKEM LIMITED (CIN: L31300MH1964PLC013088) (hereinafter called the Company) for the year ended on March 31, 2020. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2020 (Audit Period) complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended March 31, 2020 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act,1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (Not Applicable to the Company during the Audit Period)
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015
c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (Not applicable to the Company during the Audit Period);
d. The Securities and Exchange Board of India (Share based employee benefits) Regulations, 2014; (Not applicable to the Company during the Audit Period);
e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not applicable to the Company during the Audit Period);
f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client. (Not applicable as the Company is not registered as Registrar to an Issue and Share Transfer Agent during the financial year under review);
g. The Securities and Exchange Board of India (Delisting of equity shares) Regulations, 2009 (Not applicable to the Company during the Audit Period); and
h. The Securities and Exchange Board of India (Buyback of Securities Regulations, 1998; (Not applicable to the Company during the Audit Period);

(vi) We have relied on the representation made by the Company and its Officers for systems and mechanism formed by the Company for compliances under other applicable Acts, Laws and Regulations to the Company.

We are of the opinion that the Management has complied with the following laws specifically applicable to the Company:

1. Factories Act, 1948;
1. Industries (Development & Regulation) Act, 1951;
1. Labour laws and other incidental laws related to labour and employees appointed by the Company including those on contractual basis as relating to wages, gratuity, prevention of sexual harassment, dispute resolution, welfare, provident fund, insurance, compensation etc.
1. Environment Protection Act, I986 and other Environmental Laws;
1. Hazardous Wastes (Management and Handling) Rules, 1989 and Amendment Rule, 2003;
1. The Legal Metrology Act, 2009;
1. Other local laws as applicable to various plants and offices.

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

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.
(ii) The Securities and Exchange Board of India (Listing obligations and Disclosure Requirement) Regulation 2015 and the Listing Agreements entered into by the Company with Stock Exchanges.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-executive Directors and Independent Directors. There were no changes in the composition of the Board of Directors that took place during the period under review.

Adequate notices were given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

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

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period, the Company had no specific events or actions which might have a bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc..

For Ragini Chokshi & Co. (Company Secretaries)

Sd/- Makarand Patwardhan (Partner) C. P. NO. 9031 FCS NO. 11872 UDIN: A011872B000431313

Place: Mumbai Date: 09th July, 2020

INDEPENDENT AUDITOR'S REPORT

To the Members of Indokem Limited

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of Indokem Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2020, and the statement of Profit and Loss (including other comprehensive income), statement of cash flows and Statement of Changes in Equity for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2020, the profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the independence requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI's Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Sr. No	Key Audit Matter	Auditor's Response
1	Status of contingent claims	Our audit included but was not limited to the following activities:
	against the Company pending with high court and uncertain tax positions. It involves high degree of uncertainty and significant	1. Assessing Management's position through discussions with the external legal opinions obtained by the Company (where considered necessary) on both, the probability of success in the aforesaid cases, and the magnitude of any potential loss;
	judgment over the outcome of the case.	2. Discussion with the Management on the development in these litigations during the year ended 31 March, 2020;
		3. Review of the disclosures made by the Company in the financial statements in this regard;
		4. Obtained representation letter from the Management on the assessment of these matters.

Information Other than the Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Board's Report including Annexures to Board's Report, Corporate Governance and Shareholder's Information, but does not include the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with

the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

When we read the above reports, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance, and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Board of Directors is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management.
Conclude on the appropriateness of Management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matter

The Ministry of home affairs vide order No.40-3 / 2020 dated 24.03.2020 notified nationwide lockdown in India to contain the outbreak of COVID 19, due to which we were not able to attend the physical verification of inventory carried out by the Management subsequent to the year end. Consequently, we have performed alternate procedures to audit the existence of inventory as per the guidance provided in SA 501 "Audit Evidence – Specific considerations for selected items" and have obtained sufficient appropriate audit evidence to issue our unmodified opinion on these financial statements.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure - A, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
1. As required by Section 143(3) of the Act, we report that:
a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
b. In our opinion, proper books of accounts as required by law have been kept by the Company so far as it appears from our examination of those books.
c. The Balance Sheet, the Statement of Profit and Loss, and the Statement of Cash Flow dealt with by this Report are in agreement with the books of accounts.
d. In our opinion, the aforesaid financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.
e. On the basis of the written representations received from the Directors as on 31st March, 2020 taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2020 from being appointed as a Director in terms of Section 164(2) of the Act.
f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".
g. With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of section 197(16) of the Act, as amended:
In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its Directors during the year is in accordance with the provisions of section 197 of the Act.
h. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note 23 to the financial Statements.
ii. The Company did not have any long-term contracts including derivative for which there were any material foreseeable losses.
iii. The Company is not required to transfer any amount to the investor Education and Protection Fund during the year ended March 31, 2020.

For C N K & Associates LLP Chartered Accountants FRN: 101961W / W-100036

Sd / - Manish Sampat Partner Membership number: 101684

Place : Mumbai Date : July 16, 2020 UDIN: 20101684AAAADD2351

ANNEXURE - A TO THE INDEPENDENT AUDITORS' REPORT

(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)

(i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets;
(b) As explained to us, all the Fixed Assets have not been physically verified by the Management during the year but there is a regular program of verification which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.
(c) According to the information and explanations given to us and on the basis of our examination of the records, the title deeds of the immovable properties, other than those disclosed below, are in the name of the Company.

Asset Class	No. of Cases	Gross Block (in Lakhs)	Net Block (in Lakhs)	Remarks
Buildings	2	133.60	106.55	The Company became the owners of the premises by virtue of Scheme of Amalgamation of M / s. Manish Dyes Products Private Limited and M / s. Ramakem Limited, with the Company. However, pending completion of the relevant registration formalities, the immovable properties continue to be in the name of the erstwhile amalgamated Companies.

(ii) As informed to us, the inventory has been physically verified by the Management at reasonable intervals during the year, discrepancies noticed on verification between the physical stocks and the book records were not material in relation to the size of the Company and the same have been properly dealt with in the books of accounts.
(iii) According to the information and explanations provided to us, the Company has not granted any loans, secured or unsecured to Companies, firms or other parties covered in register maintained under section 189 of the Act. Accordingly, the provisions of clause 3(iii) are not applicable to the Company.
(iv) According to the information and explanations provided to us, the Company has complied with provisions of Section 185 & 186 of the Companies Act, 2013 in respect of loans, investments, guarantees and securities.
(v) According to the information and explanations provided to us, the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the rules framed there under to the extent notified.
(vi) According to the information and explanations given to us, the Company is not required to maintain cost records pursuant to the Companies (Cost Records and Audit) Amendment Rules, 2016, and prescribed by the Central Government under sub-section (1) of section 148 of the Companies Act 2013;
(vii) According to the information and explanation given to us, in respect of statutory dues,
a) According to the information and explanation given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues including employees' provident fund, employees' state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, goods and service tax and other statutory dues as applicable, except in case of tax deducted at source, employees' Provident fund, Professional tax and Employee State Insurance Corporation where the delay in deposits of tax were observed ranging from 1 to 161 days. There were no undisputed amounts payable with respect to employees' provident fund, employees' state insurance, income-tax, sales-tax, goods and service tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues in arrears as at March 31, 2020 for a period of six months from the date they became payable.
b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income tax and duty of customs at March 31, 2020 which have not been deposited on account of a dispute, are as follows:

Name of the Statute	Nature of Dues	Amount (` in Lakhs)	Period to which the amount relates	Forum where the matter is pending
Income Tax Act, 1961	Income Tax	11.92	2007-08	Commissioner of Income Tax (Appeals)
Income Tax Act, 1961	Income Tax	2.09	2006-07	Commissioner of Income Tax (Appeals)
Income Tax Act, 1961	Income Tax	40.69	2013-14	Commissioner of Income Tax (Appeals)
The Employees, Provident Funds and Miscellaneous Provisions Act, 1952	Provident Fund - Ankleshwar	61.37	March 1997 to August 2007	Central Government Industrial Tribunal – Ahmedabad
The Employees, Provident Funds and Miscellaneous Provisions Act, 1952	Provident Fund - Ankleshwar	3.30	March 2007 to July 2011	Central Government Industrial Tribunal – Ahmedabad

viii) In our opinion, the Company has not defaulted in the repayment of loans or borrowings to financial institution, banks. The Company has not taken any loans or borrowings from any Government and has not issued any debentures.
(ix) In our opinion and according to the information and explanations given to us, the Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year. The term loans availed by the Company have been applied for the purposes for which they were obtained.
(x) According to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.
(xi) According to the records of the Company examined by us and the information and explanations given to us, the Company has paid / provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013 (Also refer Note No. 31 of the financial statements).
(xii) The Company is not a Nidhi Company and therefore the provisions of clause 3 (xii) of the Order are not applicable to the Company.
(xiii) According to the records of the Company examined by us and the information and explanation given to us, all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details thereof have been disclosed in the Financial Statements etc., as required by the applicable accounting standards. (Also refer Note No. 29 of the financial statements).
(xiv) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible

debentures during the year under review. Therefore clause 3(xiv) of the Order is not applicable to the Company.

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with Directors or persons connected with him. Accordingly, clause 3(xv) of the Order is not applicable to the Company.
(xvi) According to the information and explanations given to us and based on our examination of the records of the Company, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.

For C N K & Associates LLP Chartered Accountants FRN: 101961W / W-100036

Sd / - Manish Sampat Partner Membership number: 101684

Place : Mumbai Date : July 16, 2020 UDIN: 20101684AAAADD2351

Annexure - B to the Auditors' Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

Opinion

We have audited the internal financial controls over financial reporting of Indokem Limited ("the Company") as of March 31, 2020 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

In our opinion, except in case of inventory where preventive controls need to be strengthened although mitigating control exists; the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2020, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Management's Responsibility for Internal Financial Controls

The Company's Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India ('ICAI'). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls

system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A Company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of Management and Directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper Management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

For C N K & Associates LLP Chartered Accountants FRN: 101961W / W-100036

Sd / - Manish Sampat Partner Membership number: 101684

Place : Mumbai Date : July 16, 2020 UDIN: 20101684AAAADD2351

BALANCE SHEET AS AT MARCH 31, 2020

			` in lakhs
	Note No.	As at March 31, 2020	As at March 31, 2019
ASSETS
Non-current Assets
Property, plant and equipment	3	25,67	25,77
Capital work-in-progress	3(a)	79	44
Intangible assets	4	89	95
Financial assets
Investments	5(a)	1	1
Loans	5(b)	-	14
Other financial assets	5(c)	35	50
Income tax assets (net)	6	27	30
Other non-current assets	7	2,30	2,39
Total Non-current Assets		30,28	30,50
Current Assets
Inventories	8	11,27	9,82
Financial assets
Investments	5(a)	-*	-*
Trade and other receivables	5(d)	20,81	19,60
Cash and cash equivalents	5(e)	41	50
Bank balance other than cash and cash equivalents	5(f)	5	5
Loans	5(b)	1	2
Other financial assets	5(c)	33	34
Other current assets	7	98	1,44
Total Current Assets		33,86	31,77
Total Assets		64,14	62,27
EQUITY AND LIABILITIES
EQUITY
Equity share capital	9(a)	24,33	24,33
Other equity	9(b)	4,70	4,04
Total Equity		29,03	28,37
LIABILITIES
Non-current Liabilities
Financial liabilities
Borrowings	10(a)	8,03	8,18
Other financial liabilities	10(b)	2,21	2,10
Employee benefit obligations	11	1,27	1,40
Total Non-current Liabilities		11,51	11,68
Current Liabilities
Financial liabilities
Trade payables	10(c)	18,77	18,37
Other financial liabilities	10(b)	56	62
Employee benefit obligations	11	65	55
Other current liabilities	12	3,62	2,68
Total Current Liabilities		23,60	22,22
Total Liabilities		35,11	33,90
Total Equity and Liabilities		64,14	62,27

See acCompanying notes 1 to 33 forming part of the Ind AS financial statements

As per our attached report of even date For C N K & Associates LLP For and on behalf of the Board of Directors Chartered Accountants Firm Registration No.: 101961 W / W - 100036

Manish Sampat Mahendra K. Khatau Manish M. Khatau Partner Chairman & Managing Director Director Membership No.: 101684 DIN : 00062794 DIN : 02952828

Place : Mumbai Rupal B. Parikh Rajesh D. Pisal

Date: July 16, 2020 Chief Financial Officer Company Secretary

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2020

			` in lakhs
	Note No.	Year ended March 31, 2020	Year ended March 31, 2019
CONTINUING OPERATIONS
Income
Revenue from operations	13	89,61	79,40
Other income	14	94	1,33
Total Income		90,55	80,73
Expenses
Cost of materials consumed	15	65,06	52,50
Purchase of stock in trade		5,96	7,96
Changes in inventories of finished goods and work-in-process	16	31	1,88
Employee benefits expenses	17	8,15	8,27
Finance cost	18	1,31	1,16
Depreciation / amortisation	3 & 4	1,12	1,00
Other expenses	19	8,13	8,93
Total Expenses		90,04	81,71
Profit / (loss) before tax from continuing operations		51	(98)
Current tax	20	-	-
Profit / (loss) after tax from continuing operations		51	(98)
DISCONTINUED OPERATIONS
Profit / (loss) before tax from discontinued operations	21	-	(18)
Current tax		-	-
Profit / (loss) after tax from discontinued operations		-	(18)
Profit / (loss) for the year		51	(1,16)
Other comprehensive income
Items that will not be reclassified subsequently to profit and loss account
Remeasurement of post employment benefit obligation		15	10
Total other comprehensive income / (loss)		15	10
Total comprehensive income / (loss) for the year		66	(1,06)
Earnings per equity share (Face value of Rs. 10 each) :
Basic and diluted earnings per share from continuing operations (in Rs.)	22	0.21	(0.40)
Basic and diluted earnings per share from discontinuing operations (in Rs.)	22	-	(0.07)
Total basic and diluted earnings per share (in Rs.)	22	0.21	(0.47)
See acCompanying notes 1 to 33 forming part of the Ind AS financial statements

As per our attached report of even date Chartered Accountants Firm Registration No.: 101961 W / W - 100036

For C N K & Associates LLP For and on behalf of the Board of Directors

Manish Sampat Mahendra K. Khatau Manish M. Khatau

Partner Chairman & Managing Director Director Membership No.: 101684 DIN : 00062794 DIN : 02952828

Place : Mumbai Rupal B. Parikh Rajesh D. Pisal

Date: July 16, 2020 Chief Financial Officer Company Secretary

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED MARCH 31, 2020

							` in lakhs
Particulars	Equity	Other equity					Total
	share capital		Reserves and surplus			Other	equity attributable
		Securities premium	Capital reserve	General reserve	Retained earnings	compre hensive income	to equity holders of the Company
Balance as on March 31, 2018	24,33	10,23	4,61	6,48	(15,87)	(35)	29,43
Re-measurement of the net defined benefit liability / asset, net of tax effect	-	-	-	-	-	10	10
Profit / (loss) for the year	-	-	-	-	(1,16)	-	(1,16)
Balance as on March 31, 2019	24,33	10,23	4,61	6,48	(17,03)	(25)	28,37
Re-measurement of the net defined benefit liability / asset, net of tax effect	-	-	-	-	-	15	15
Profit / (loss) for the year	-	-	-	-	51	-	51
Balance as on March 31, 2020	24,33	10,23	4,61	6,48	(16,52)	(10)	29,03

As per our attached report of even date For C N K & Associates LLP For and on behalf of the Board of Directors Chartered Accountants Firm Registration No.: 101961 W / W - 100036

Membership No.: 101684 DIN : 00062794 DIN : 02952828

Manish Sampat Mahendra K. Khatau Manish M. Khatau Partner Chairman & Managing Director Director

Place : Mumbai Rupal B. Parikh Rajesh D. Pisal Date: July 16, 2020 Chief Financial Officer Company Secretary

STATEMENT OF CASH FLOWS FOR THE YEAR ENDED MARCH 31, 2020

			` in lakhs
		Year ended	Year ended
		March 31, 2020	March 31, 2019
I.	CASH FLOW FROM CONTINUING OPERATIONS
A.	CASH FLOW FROM OPERATING ACTIVITIES
	Profit / (loss) before tax	51	(98)
	Adjustments for :
	Depreciation	1,12	1,00
	Finance costs	1,31	1,16
	Interest income	(3)	(4)
	Allowances for credit losses (Written back)	(5)	30
	Bad Debts written off	8	-
	Adjustment on account of OCI	15	10
	Sundry balances written back / off	20	(2)
	Provisions written back	-	(77)
	(Gain) / Loss on sale / Scraping of assets.	-*	-
	Operating profit before working capital changes	3,29	75
	Changes in working capital:
	(Increase) / decrease in inventories	(1,45)	(1,51)
	(Increase) / decrease in trade receivables	(1,24)	4,63
	(Increase) / decrease in loans and advances	1	2
	(Increase) / decrease in other financial assets	(4)	3
	(Increase) / decrease in other assets	54	(12)
	Increase / (decrease) in trade payables	41	(3,72)
	Increase / (decrease) in other financial liabilities	13	5
	Increase / (decrease) in other liabilities	94	38
	Increase / (decrease) in employee benefit obligations	(3)	11
	Cash generated from operations	2,56	62
	Income taxes refunded / (paid), net	4	(4)
B.	Net cash (used in) / generated from operating activities CASH FLOW FROM INVESTING ACTIVITIES	2,60	58
	Expenditure on property, plant and equipment and capital advances	(1,32)	(1,69)
	Proceeds from sale of plant and equipment	-	-
	Proceeds from sale of non-current investments	-
	Purchase of current investments (units of mutual funds)	-	(1,60)
	Sale of current investments (units of mutual funds)	-	160
	Loan Received back	14	-
	Redemption / (investments in fixed deposits)	- *	-

	Interest received	3	4
	Net cash (used in) / generated from investing activities	(1,15)	(1,65)

Note: * Amount is below the rounding off limits followed by Company's norms.

STATEMENT OF CASH FLOWS FOR THE YEAR ENDED MARCH 31, 2020 (Contd.)

			` in lakhs
		Year ended March 31, 2020	Year ended March 31, 2019
C.	CASH FLOW FROM FINANCING ACTIVITIES
	Proceeds from loans taken from banks and financial institutions	1,61	6,07
	Repayment of loans taken from banks and financial institutions	(1,95)	(1,85)
	Unsecured loans taken from Directors	1,55	1,25
	Unsecured loans repaid to Directors	(1,41)	(3,06)
	Finance costs paid	(1,34)	(1,13)
	Net cash (used in) / generated from financing activities	(1,54)	128
	NET CASH (USED IN) / GENERATED FROM CONTINUING OPERATIONS	(9)	21
II.	CASH FLOW FROM DISCONTINUING OPERATIONS
A.	CASH FLOW FROM OPERATING ACTIVITIES
	Profit / (loss) before tax	-	(18)
	Changes in Working Capital	-	-
	Net cash (used in) / generated from operating activities	-	(18)
B.	CASH FLOW FROM INVESTING ACTIVITIES
	Net cash (used in) / generated from investing activities	-	-
C.	CASH FLOW FROM FINANCING ACTIVITIES
	Net cash (used in) / generated from financing activities	-	-
	NET CASH (USED IN) / GENERATED FROM DISCONTINUING OPERATIONS	-	(18)
	INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS	(9)	3
	Cash and cash equivalents at the beginning of the year	50	47
	Cash and cash equivalents at the end of the year (refer note 5(e))	41	50
	Cash and cash equivalents comprise the following:		` in lakhs
		As at	As at
		March 31, 2020	March 31, 2019
	Cash and cash equivalents as per Note 5(e)	41	50
	Balance as per Statement of Cash Flows	41	50

As per our attached report of even date Chartered Accountants Firm Registration No.: 101961 W / W - 100036

Membership No.: 101684 DIN : 00062794 DIN : 02952828

For C N K & Associates LLP For and on behalf of the Board of Directors

Manish Sampat Mahendra K. Khatau Manish M. Khatau Partner Chairman & Managing Director Director

Place : Mumbai Rupal B. Parikh Rajesh D. Pisal Date: July 16, 2020 Chief Financial Officer Company Secretary

Note 1 : Corporate Information

Indokem Limited (referred to as "the Company") deals in dyes, sizing chemicals and auxiliaries in textile industry. The Company also deals in electrical capacitors. It has its head office in Mahim, Mumbai and branch offices at Ahmedabad, Delhi and Coimbatore. Its manufacturing and warehousing facilities are located at Dahisar Mori and Ambernath near Mumbai, Narol- Ahmedabad and Coimbatore locations. The Company is incorporated and domiciled in India and is listed on the Bombay Stock Exchange in India.

The financial statements for the year ended March 31, 2020 were approved for issue in accordance with the resolution of the Board of Directors in its meeting held on July 16, 2020.

Note 2 : Significant Accounting Policies

a) Statement of compliance:

These financial statements are prepared in accordance with the Indian Accounting Standard (referred to as "Ind AS") notified under Section 133 of Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015 and relevant amendment rules issued thereafter.

Accounting Policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

b) Basis of preparation and presentation:

1) Basis of preparation:

These financial statements have been prepared in accordance with historical cost basis except for the following assets and liabilities :

i) Certain financial assets and liabilities are measured at fair value;
ii) Assets held for sale are measured at the lower of carrying value and fair value less costs to sell; and
iii) Defined benefit plans where plan assets are measured at fair value.

2) Functional and presentation currency:

The Company's presentation and functional currency is in Indian rupees. All amounts in these financial statements, except per share value and unless stated otherwise, have been rounded off and presented in lakhs.

3) Classification of assets and liabilities into current / non-current

The Company presents assets and liabilities in the Balance Sheet based on current / non-current classification. All the assets and liabilities have been classified as current / non-current as per the Company's normal operating cycle and other criteria set out in Division II to Schedule III of the Companies Act, 2013.

Based on the nature of activities of the Company and the normal time between acquisition of assets and their realisation in cash or cash equivalents, the Company has determined its operating cycle as 12 months for the purpose of classification of its assets and liabilities as current and non-current.

c) Use of estimates:

The estimates and judgements used in the preparation of the financial statements are continuously evaluated by the Company and are based on historical experience and various other assumptions and factors (including expectations of future events) that the Company believes to be reasonable under the existing circumstances. Differences between actual results and estimates are recognised in the period in which the results are known / materialised. The Management believes that the estimates used in the preparation of financial statements are prudent and reasonable. The said estimates are based on the facts and events, that existed as at the reporting date, or that occurred after that date but provide additional evidence about conditions existing as at the reporting date.

Critical estimates and judgements :

This note provides an overview of the areas that involves a higher degree of judgement or complexity, and items which are more likely to be materially adjusted due to estimates and assumptions turning out to be different than those originally assessed. Detailed information about each of these estimates and judgements is included in relevant notes

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2020

together with information about the basis of calculation for each affected line item in the financial statements.

The areas involving critical estimates or judgement are :

Estimation of defined benefit obligation - Refer Note 25

Estimation of current tax expenses - Refer Note 20

Useful lives of property, plant and equipment - Refer Note 2(g)

Fair valuation of financial and non-financial assets - Refer Note 24

d) Principles of business combination:

The acquisition method of accounting under Ind AS 103 is used to account for business combinations by the Company from the date of transition to Ind AS i.e. April 1, 2016. Prior to the date of transition to Ind AS, business acquisition has been accounted based on previous GAAP.

e) Property, plant and equipment ("PPE"):

The initial cost of an item of PPE comprises its purchase price net of any trade discounts and rebates and includes import duties and other taxes (other than those subsequently recoverable from the tax authorities) and any other directly attributable expenditure incurred in making the asset ready for its intended use, including interest on borrowings attributable to acquisition of qualifying assets up to the date the asset is ready for its intended use. Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Company.

Material items such as spare parts, stand-by-equipment and service equipment are classified as PPE when they meet the definition of PPE as specified in Ind AS 16- property, plant and equipment.

An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of Profit and Loss when the asset is derecognised.

f) Capital work in progress:

Capital work in progress is stated at cost, net of impairment losses, if any.

g) Depreciation:

The Company provides depreciation as per the useful life of PPE as per Schedule II to the Companies Act, 2013. Depreciation is provided on Straight Line Method on all PPE at the rates and in the manner prescribed in Schedule II of the Companies Act, 2013, except in the case of following assets:

Nature of asset	Useful life
Leasehold Land and Building	Lease Term
Temporary shed	Remaining lease term

Assets costing less than Rs. 5,000 / - are fully depreciated in the year of capitalisation. Depreciation on additions / deductions to PPE made during the year is provided on pro-rata basis from / upto the date of such additions / deductions, as the case may be.

h) Intangible assets:

Intangible assets that are acquired separately are carried at cost less accumulated amortisation and accumulated impairment, if any. The Company determines the amortisation period as the period over which the future economic benefits will flow to the Company after taking into account all relevant facts and circumstances. The estimated useful life and amortisation method are reviewed periodically, with the effect of any changes in estimate being accounted for on a prospective basis.

Nature of asset	Useful life
Computer software	3 years

i) Borrowing costs:

General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Borrowing cost also includes exchange differences to the extent regarded as an adjustment to the borrowing costs.

j) Assets held for sale:

Non-current assets are classified as held for sale if their carrying amounts will be recovered through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the asset is available for sale in its present condition subject only to terms that are usual and customary for sale of such assets.Non-current assets classified as held for sale are measured at the lower of carrying amount and fair value less costs to sell. Property, plant and equipment classified as held for sale are not depreciated.

k) Leases:

The Company has adopted Ind AS 116 'Leases' with the date of initial application being April 01, 2019 (transition date). The determination of whether an arrangement is a lease, or contains a lease, is based on the substance of the arrangement and requires an assessment of whether the fulfilment of the arrangement is dependent on the use of a specific asset or assets or whether the arrangement conveys a right to control the use of the asset. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a time in exchange for a consideration. The Company, at the inception of a contract, assesses whether the contract is a lease or not lease. For arrangements entered into prior to April 01, 2019, the Company has determined whether the arrangement contains a lease on the basis of facts and circumstances existing on the date of transition

The Company's lease asset classes consist of leases for office premises, factory premises, warehouses, etc.

The Company recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the Company's incremental borrowing rate at the transition date in case of leases existing as on the date of transition date and in case of leases entered after transition date, incremental borrowing rate as on the date of lease commencement date. In case of existing leases the said date would be the date of transition. It is remeasured when there is a change in future lease payments arising from a change in a rate, if the Company changes its assessment of whether it will exercise an extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The Company has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low-value assets. The Company recognises the lease payments associated with these leases as an expense over the lease term.

Based on the terms of the agreements for leases, the Company has determined that the lease fulfils the criteria for short term lease and has elected to apply para 5 of Ind AS 116" Recognition exemption" from creating Right Of Use Asset and Lease Liability on all the existing leases on the date of initial application i.e. 1st April, 2019.

l) Impairment of non-financial asset:

Non-financial assets other than inventories and non-current assets held for sale are reviewed at each Balance Sheet date to determine whether there is any indication of impairment. If any such indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset's recoverable amount. The recoverable amount is higher of the asset's or cash generating unit's (CGU) fair value less cost of disposal and its value in use. Recoverable amount is determined for an individual asset, unless the asset does not generate cash flows that are

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2020

largely independent of those from other assets or group of assets.

When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

m) Inventories:

1) Inventories are valued as follows:

Raw materials and packing materials are valued at lower of cost and net realisable value (NRV). Cost is determined on FIFO basis. The cost of inventory comprises of its purchase price, including non-refundable purchase taxes, and any directly attributable costs related to the inventories.

2) Work-in-process is valued at lower of cost and net realisable value. Cost of finished goods and WIP includes cost of raw materials, direct labour, other direct costs and related production overheads up to the relevant stage of production. Cost of inventories is computed on FIFO basis.
3) Stock in trade is valued at cost or net realisable value whichever is lower. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and / or estimated costs necessary to make sale.

n) Foreign currency transactions:

The transactions in currencies other than the Company's functional currency are translated at the rates of exchange prevailing at the dates of the transaction. At the end of each reporting period, monetary items denominated in foreign currencies are translated at the year end exchange rates. Foreign exchange gains and losses arising from such translation are recognised in the statement of profit and loss.

Foreign exchange differences regarded as adjustments to borrowing costs are presented in the statement of profit and loss, within finance cost. All other foreign exchange gains and losses are presented in the statement of profit and loss on a net basis within other gains / losses.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using exchange rate as on the date of initial recognition.

Effective April 1, 2018, the Company has adopted Appendix B to Ind AS 21, Foreign Currency Transactions and Advance Consideration which clarifies the date of transaction for the purpose of determining the exchange rate to use on initial recognition of the related asset, expense or income when an entity has received or paid advance consideration in a foreign currency. The effect on account of adoption of this amendment was insignificant.

o) Revenue recognition:

The Company derives revenues primarily from sale of manufactured goods and traded goods.

Effective 01 April 2018, the Company has adopted Indian Accounting Standard 115 (Ind AS 115) 'Revenue from contracts with customers'.

The effect on adoption of Ind AS-115 was insignificant. Revenue is recognised on satisfaction of performance obligation upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services.

The Company does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, it does not adjust any of the transaction prices for the time value of money.

The Company satisfies a performance obligation and recognises revenue over time, if one of the following criteria is met:

1. The customer simultaneously receives and consumes the benefits provided by the Company ; or
1. The Company's performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or
1. The Company's performance does not create an asset with an alternative use to the Company and an entity has an enforceable right to payment for performance completed to date.

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2020

For performance obligations where one of the above conditions are not met, revenue is recognised at the point in time at which the performance obligation is satisfied.

Revenue from sale of products are recognised at a time on which the performance obligation is satisfied.

Income from export incentives is recognised on accrual basis to the extent the ultimate realisation is reasonably certain.

Interest income is recognised on time proportion basis taking into account the amount outstanding on effective interest rate.

Insurance claims are accounted on accrual basis when the claims become receivable.

Recoveries from group Companies and third parties include recoveries towards common facilities / resources and other support provided to such parties which is recognised as per terms of agreement and in the year in which such services are rendered.

p) Income taxes:

Current tax is the amount of tax payable on taxable income for the year determined in accordance with the applicable tax rates and provisions of the Income Tax Act, 1961 and other applicable tax laws.

Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the form of adjustment to future income tax liability, is considered as an asset if there is convincing evidence that the Company will pay normal income tax. Accordingly, MAT is recognised as an asset in the Balance Sheet when it is highly probable that future economic benefit associated with it will flow to the Company.

Deferred income tax is recognised on differences between the carrying amount of assets and liabilities in the Balance Sheet and the corresponding tax bases used in the computation of taxable profit and is accounted for using the liability method. Deferred tax liabilities are generally recognised for all deductible temporary differences and deferred tax assets are generally recognised for all deductible temporary differences, carry forward tax losses and allowances to the extent that it is probable that future taxable profits will be available against which those deductible temporary differences, carry forward tax losses and allowances can be utilised. Deferred tax assets and deferred tax liabilities are measured at applicable tax rates and offset and presented as net.

Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

q) Fair value measurement:

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value is based on the presumption that the transaction to sell the assets or transfer the liability takes place either:

1) In the principal market for the asset or liability; or
2) In the absence of a principal market, in the most advantageous market which can be accessed by the Company for the asset or liability.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

i) Level 1: Quoted (unadjusted) market prices in active markets for identical assets or liabilities;
ii) Level 2: Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable;

iii) Level 3: Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by reassessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

r) Financial assets:

Initial recognition and measurement:

Financial assets are recognised and measured in accordance with Ind AS 109 on financial instruments. Accordingly, the Company recognises financial asset only when it has a contractual right to receive cash or other financial assets from another entity.

Financial assets are initially recognised at fair value plus transaction costs directly attributable to its acquisition. The transaction costs incurred for the purchase of financial assets held at fair value through profit or loss are expensed in the statement of profit and loss immediately.

Subsequent measurement:

Subsequent to initial recognition, financial assets are measured at amortised cost, fair value through other comprehensive income (FVOCI) or fair value through profit and loss (FVPL). The classification depends on the Company's business model for managing the financial assets and the contractual terms of the cash flows.

1) Debt instruments:

There are three measurement categories into which the Company classifies its debt instruments:

At amortised cost:

Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. Financial assets are accounted for at amortised cost using the effective interest method. This category comprises trade accounts receivable, loans, cash and cash equivalents, bank balances and other financial assets. A gain or loss on a debt instrument that is subsequently measured at amortised cost and is not part of a hedging relationship is recognised in the statement of profit and loss when the asset is derecognised or impaired. Interest income from these financial assets is included in finance income using the effective interest rate method.

Fair value through other comprehensive income (FVOCI):

Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets' cash flows represent solely payments of principal and interest, are measured at fair value through other comprehensive income (FVOCI). The movements in carrying amount are taken through other comprehensive income, except for the recognition of impairment gains or losses, interest revenue and foreign exchange gains and losses which are recognised in the statement of profit and loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in other comprehensive income is reclassified from equity to the statement of profit and loss and recognised in other gains / (losses). Interest income from these financial assets is included in finance income using the effective interest rate method.

Fair value through profit or loss (FVPL):

Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVPL. A gain or loss on a debt instrument that is subsequently measured at FVPL and is not part of a hedging relationship is recognised in the statement of profit and loss and presented within other gains / (losses) in the period in which it arises. Interest income from these financial assets is included in other income.

2) Equity investments

All equity investments in scope of Ind AS 109 are measured at fair value. Equity instruments which are held for trading are classified as at FVPL. For all other equity instruments, the Company decides to classify the same either as at FVOCI or FVPL. The Company makes such election on an instrument by instrument basis. The classification is made on initial recognition and is irrevocable. Equity instruments included within the FVPL

category are measured at fair value with all changes recognised in the profit or loss.

Derecognition:

A financial asset is primarily derecognised when:

i) The rights to receive cash flows from the asset have expired, or
ii) The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a 'pass-through' arrangement; and either
1) The Company has transferred substantially all the risks and rewards of the asset, or
2) The Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

On de-recognition, any gains or losses on all debt instruments (other than debt instruments measured at FVOCI) and equity instruments (measured at FVPL) are recognised in the statement of profit and loss. Gains and losses in respect of debt instruments measured at FVOCI and that are accumulated in OCI are reclassified to profit or loss on de-recognition. Gains or losses on equity instruments measured at FVOCI that are recognised and accumulated in OCI are not reclassified to profit or loss on de-recognition.

Impairment of Financial Asset:

In accordance with Ind AS 109, the Company applies expected credit loss (ECL) model for measurement and recognition of impairment loss on the following financial assets and credit risk exposure:

i) Financial assets that are debt instruments and are measured at amortised cost e.g. loans, debt securities, deposits, trade receivables and bank balance.
ii) Financial assets measured at fair value through other comprehensive income.
iii)In case of other assets (listed as i and ii above), the Company determines if there has been a significant increase in credit risk of the financial asset since initial recognition. If the credit risk of such assets has not increased significantly, an amount equal to 12-month ECL is measured and recognised as loss allowance. However, if credit risk has increased significantly, an amount equal to lifetime ECL is measured and recognised as loss allowance.

s) Financial Liabilities:

Initial recognition and measurement

All financial liabilities are recognised initially at fair value and in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Company's financial liabilities include trade and other payables, loans and borrowings.

Subsequent measurement:

The measurement of financial liabilities depends on their classification, as described below:

Financial liabilities at fair value through profit or loss:

Financial liabilities at fair value through profit or loss include financial liabilities designated upon initial recognition as fair value through profit or loss. Financial liabilities designated upon initial recognition at fair value through profit or loss are designated at the initial date of recognition, and only if the criteria in Ind AS 109 are satisfied. For liabilities designated as FVPL, fair value gains / losses attributable to changes in own credit risk are recognized in OCI. These gains / losses are not subsequently transferred to profit or loss. However, the Company may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in the statement of profit and loss.

Financial liabilities at amortised cost:

Financial liabilities classified and measured at amortised cost such as loans and borrowings are initially recognised at fair value, net of transaction cost incurred. After initial recognition, financial liabilities are subsequently measured at

amortised cost using the effective interest rate (EIR) method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss.

Derecognition:

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.

Borrowings:

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any differences between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the period of the borrowing using the effective interest method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facilities will be drawn down. In this case, the fee is deferred until the drawdown occurs. The borrowings are removed from the Balance Sheet when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of the financial liability that has been extinguished or transferred to another party and the consideration paid including any noncash asset transferred or liabilities assumed, is recognised in profit or loss as other gains / (losses).

Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for atleast 12 months after the reporting period. Where there is a breach of a material provision of a long term loan arrangement on or before the end of the reporting period with the effect that the liability becomes payable on demand on the reporting date, the Company does not classify the liability as current, if the lender agreed, after the reporting period and before the approval of the financial statement for issue, not to demand payment as a consequence of the breach.

t) Employee benefits:

1) Short term employee benefits:

The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees is recognised during the period when the employee renders the services. These benefits include compensated absences such as paid annual leave and performance incentives.

2) Long term employee benefits:

The Company provides post-employment benefits under defined contribution and / or defined benefit plans:

(i) Defined benefit plan:

For defined benefit plan, the cost of providing benefits is determined using projected unit credit method with actuarial valuations being carried out at each Balance Sheet date. Actuarial gains or losses are recognised in full in other comprehensive income for the period in which they occur. Past service costs both vested and unvested are recognised as an expense (a) when the plan amendment or curtailment occurs ; (b) when the entity recognises related restructuring cost or termination benefits, whichever is earlier. The retirement benefits obligation recognised in the Balance Sheet represents the present value of defined benefit obligations reduced by the fair value of plan assets.

(ii) Defined contribution plans:

Contribution to defined contribution plans are recognized as an expense when the employees have rendered services entitling them to such benefits.

u) Provisions, contingent liabilities and contingent assets:

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2020

obligation and a reliable estimate can be made of the amount of the obligation. Provisions are reviewed at each Balance Sheet date and are adjusted to reflect the current best estimate.

If the effect of the time value of money is material, provisions are discounted using an appropriate pre-tax discount rate that reflects current market assessments of the time value of money and where appropriate, the risks specific to the liability. Unwinding of the discount is recognised in the statement of profit and loss as a finance cost.

Contingent liabilities are disclosed by way of a note to the financial statements when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or when there is a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made.

Contingent assets are not recognized in financial statements but disclosed when the inflow of economic benefits is probable. However, when the realisation of income is virtually certain, then the related asset is not a contingent asset and is recognised.

v) Cash and cash equivalents:

Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other short-term highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value and bank overdrafts. These do not include bank balances earmarked / restricted for specific purposes.

w) Cash flow statement:

Cash flows are reported using the indirect method, whereby profit / loss before extraordinary items and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments.

x) Earnings per share:

1) Basic earnings per share:

Basic earnings per share is calculated by dividing the profit / (loss) after tax attributable to owners of the Company by the weighted average number of equity shares outstanding during the financial year.

2) Diluted earnings per share:

Diluted earnings per share is calculated by dividing the profit / (loss) after tax as adjusted for dividend, interest and other charges to expense or income relating to dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share and the weighted average number of equity shares which could have been issued on the conversion of all dilutive potential equity shares.

y) Ind AS 108: Segment Reporting:

Ind AS 108 establishes standards for the way that public business enterprises report information about operating segments and related disclosures about products and services, geographic areas, and major customers.

Based on "Management Approach" as defined in Ind AS 108 - Operating segments, the operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker of the Company is responsible for allocating resources and assessing performance of the operating segments and accordingly is identified as the chief operating decision maker.

z) Recent accounting pronouncements:

1 Amendment to Ind AS 12 "Income Tax" - Insertion of Appendix C, "Uncertainty over Income tax treatments"

The amendment intends to bring clarity to the accounting for uncertainties on income tax treatments that have yet to be accepted by tax authorities, and to reflect it in the measurement of current and deferred taxes. The Company has applied the amendments prospectively for annual reporting periods beginning on or after April 1, 2019. There is no material impact on the Company due to the application of the above amendment.

2 Amendment to Ind AS 23 "Borrowing Costs"

The amendment clarifies that if any specific borrowing remains outstanding after the related asset is ready for its intended use or sale, that borrowing becomes part of the funds that an entity borrows generally when calculating the capitalisation rate on general borrowings.

The Company has applied the amendments prospectively for annual reporting periods beginning on or after April 1, 2019 There is no material impact on the Company due to the application of the above amendment.

There is no new standard or amendment to the existing standards which would have been applicable from April 1, 2020.

Note 3. Property, plant and equipment

Property, plant and equipment F.Y.2019-20

									` in lakhs
Assets	Free	Lease	Build	Plant &	Electrical	Furni	Vehicles	Office	Total
	hold	hold land	ings	machin	fittings	ture and		equip
	land			ery		fixtures		ment
GROSS BLOCK
As at April 1, 2019	2,64	10,70	7,26	4,25	11	46	2,05	37	27,84
Additions	-	-	19	71	3	3	-	2	98
Deletions	-	-	-	-	-	-	-	3	3
As at March 31, 2020	2,64	10,70	7,45	4,96	14	49	2,05	36	28,79
DEPRECIATION
As at April 1, 2019	-	5	67	56	5	18	39	18	2,08
For the Year	-	3	31	31	2	6	27	6	1,06
Deductions	-	-	-	-	-	-	-	2	2
Adjustments
As at March 31, 2020	-	8	98	87	7	24	66	22	3,12
NET BLOCK
As at March 31, 2020	2,64	10,62	6,47	4,09	7	25	1,39	14	25,67
As at March 31, 2019	2,64	10,65	6,60	3,68	6	28	1,66	19	25,77

Note : * Amount is below the rounding off limits followed by the Company's norms.

Property, plant and equipment F.Y.2018-19 ` in lakhs

Assets	Free hold land	Lease hold land	Build ings	Plant & machin ery	Electrical fittings	Fur niture and fix tures	Vehicles	Office equip ment	Total
GROSS BLOCK
As at April 1, 2018	2,64	10,70	7,22	3,97	11	46	1,43	25	26,78
Additions	-	-	4	28	-	-*	62	12	1,07
Deletions	-	-	-	-	-	-	-	-*	-*
As at March 31, 2019	2,64	10,70	7,26	4,25	11	46	2,05	37	27,84
DEPRECIATION
As at April 1, 2018	-	2	41	28	3	12	15	12	1,13
For the Year	-	3	26	28	2	6	24	6	95
Deductions / Adjustments	-	-	-	-	-	-	-	-*	-*
As at March 31, 2019	-	5	67	56	5	18	39	18	2,08
NET BLOCK
As at March 31, 2019	2,64	10,65	6,60	3,68	6	28	166	19	25,77
As at April 1, 2018	2,64	10,68	6,81	3,69	8	34	1,28	13	25,65

Note 3(a) : Capital work in progress

Particulars	As at	As at
	March 31, 2020	March 31, 2019
Capital work in progress	79	44
Total Capital work in progress	79	44

Note 4. Intangible assets

Intangible assets F.Y. 2019-20

Assets	Goodwill	Computer	Total
GROSS BLOCK
As at April 1, 2019	71	37	1,08
Additions	-	-	-
Deletions	-	-	-
As at March 31, 2020	71	37	1,08
DEPRECIATION
As at April 1, 2019	-	13	13
For the Year	-	6	6
Deductions / Adjustments	-	-	-
As at March 31, 2020	-	19	19
NET BLOCK
As at March 31, 2020	71	18	89
As at April 1, 2019	71	24	95

Intangible assets F.Y. 2018-19

` in lakhs Assets Goodwill Computer Total GROSS BLOCK As at April 1, 2018 71 18 89 Additions - 19 19 Deletions - - - As at March 31, 2019 71 37 1,08 DEPRECIATION As at April 1, 2018 - 8 8 For the Year - 5 5 Deductions / Adjustments - - - As at March 31, 2019 - 13 13 NET BLOCK As at March 31, 2019 71 24 95 As at April 1, 2018 71 10 81

` in lakhs

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2020

Note 5 (a): Investments

` in lakhs

Particulars		Non- current		Current
	As at	As at	As at	As at
	March 31, 2020	March 31, 2019	March 31, 2020	March 31, 2019
(a) Investments carried at fair value through OCI	-	-	-	-
	-	-	-	-
(b) Investments carried at amortised cost	-	-	-	-
	-	-	-	-
(c) Investments carried at fair value through profit or loss
Investment in equity instruments, quoted (fully paid-up)
3,000 Equity shares of Rs. 10 each, in Suryakrupa Finance Limited	-	-	-*	-*
(As at March 31, 2020 - 3,000. As at March 31, 2019 - 3,000)
Other investments, unquoted
2,00,000 redeemable debentures of ` 100 each of Priyamvada Holdings Limited	1	1	-	-
(As at March 31, 2020 - 2,00,000. As at March 31, 2019 - 2,00,000.
50,000 redeemable debentures of Rs. 100 each of Khatau Holding and Trading Company Private Limited
(As at March 31, 2020 - 50,000. As at March 31, 2019 - 50,000).	-	-	-*	-*
	1	1	-*	-*
Total Investments	1	1	-*	-*

Note : * Amount is below the rounding off limits followed by the Company's norms.

` in lakhs

Particulars		Non- current	Current
	As at March 31, 2020	As at March 31, 2019	As at March 31, 2020	As at March 31, 2019
Aggregate amount of unquoted investments	1	1	-	-
Aggregate amount of quoted investment	-	-	-*	-*
Investments carried at fair value through profit or loss	-	-	-	-

* Amount is below the rounding off limits followed by the Company's norms.

Note 5 (b). Loans and advances

				` in lakhs
Particulars		Non- current	Current
	As at	As at	As at	As at
	March 31, 20	March 31, 2019	March 31, 2020	March 31, 2019
Loan to related parties (Refer Note 1 below)	-	-	-	-*
Loans to employees	-	14	-	-
Other loans and advances (Refer Note 2	-	-	1	2
below)
Total loans	-	14	1	2

Note 5 (b). Loans and advances (Contd.)

Note 1: During the financial year 2014-15, interest receivable / loan receivable from a group Company amounting to Rs. 322 lakhs was reinstated by the Company upon determination of its realisability. The said amount was written off as "Nil" upon amalgamation / merger of group Companies in earlier years on fair value approach in accordance with scheme of amalgamation / merger approved by the Hon'ble High Court of Judicature at Bombay. Based on the estimated realisability of the loan amounting to Rs. 271 lakhs as at March 31, 2016 and in accordance with the new Ind AS accounting standards notified by MCA, the Company has fair valued the loan to Rs. Nil and adjusted the difference against retained earnings as on the date of transition. Based on the evaluation of the Management as on March 31, 2020, there is no change in the status of realisability of the said loan.

Note 2: Further, based on the estimated realisability of the loan given to a group Company amounting to Rs. 323 Lakhs as at March 31, 2016 and in accordance with the new Ind AS accounting standards notified by MCA, the Company has fair valued the loan to Rs. 58 Lakhs and adjusted the difference against retained earnings as on the date of transition.

Note 3: * Amount is below the rounding off limits followed by the Company's norms.

Note 5 (c) : Other financial assets

Particulars		Non- current		Current
	As at	As at	As at	As at
	March 31, 2020	March 31, 2019	March 31, 2020	March 31, 2019
Security deposits (Refer Note below)	35	50	33	34
Total other financial assets	35	50	33	34

Note: Security deposits as at March 31, 2020 and March 31, 2019 include an amount of Rs. 9 lakhs that pertains to discontinued operations and disclosed as current and an amount of Rs. 27 lakhs disclosed as Non-current.

Note 5 (d) :Trade and other receivables ` in lakhs

Particulars	As at	As at
	March 31, 2020	March 31, 2019
Secured, considered good	85	49
Unsecured, considered good	19,96	19,11
Credit Impaired	2,05	2,10
Less : Allowances for credit losses	(2,05)	(2,10)
	-	-
Total trade and other receivables	20,81	19,60

Note: Amounts receivable from related party as on March 31, 2020 is Rs. 31 lakhs and as on March 31, 2019 is Rs. 36 lakhs.

In determining allowance for credit losses of trade receivables, the Company has used the practical expedient by computing the expected credit loss allowance based on a provision matrix. The provision matrix takes into account historical credit loss experience and is adjusted for forward looking information. The expected credit loss allowance is based on ageing of the receivables and rates used in the provision matrix

Note 5 (e): Cash and cash equivalents

		` in lakhs
Particulars	As at	As at
	March 31, 2020	March 31, 2019
(a) Balances with banks in current accounts	36	45
(b) Cash in hand	5	5
Total cash and cash equivalents	41	50

` in lakhs

Note 5 (f). Bank balance other than cash and cash equivalents

		` in lakhs
Particulars	As at	As at
	March 31, 2020	March 31, 2019
Fixed deposits with maturity less than 12 months	5	5
Total bank balance other than cash & cash equivalents	5	5

Note 6: Income tax assets

		` in lakhs
Particulars	As at	As at
	March 31, 2020	March 31, 2019
Income tax assets	27	30
Total income tax assets (net)	27	30

Note 7: Other assets

	Non- current Current
Particulars
	As at	As at	As at	As at
	March 31, 2020	March 31, 2019	March 31, 2020	March 31, 2019
Considered good
Indirect taxes recoverable	30	39	56	81
Advance for capital expenditure	2,00	2,00	-	-
Prepayments	-	-	8	11
Other receivables	-	-	-	3
Advances to suppliers	-	-	23	40
Advances to employees	-	-	3	5
Advances to related parties	-	-	-*	-*
Export Incentives receivable	-	-	8	4
Considered doubtful
Advances to suppliers	16	16	-	-
Less: Provision for doubtful advances	(16)	(16)	-	-
	-	-	-	-
Total other assets	2,30	2,39	98	1,44

Note: * Amount is below the rounding off limits followed by the Company's norms.

Note 8: Inventories

		` in lakhs
Particulars	As at	As at
	March 31, 2020	March 31, 2019
At lower of cost and net realisable value
(a) Raw materials and packing materials
Raw materials	7,18	6,42
Goods-in-transit	1,08	16
Packing materials	57	49
(b) Work-in-process	-	35
(c) Finished goods
Finished goods	2,02	2,27
Goods-in-transit	-	6
(d) Stock in trade	42	7
Total inventories	11,27	9,82

` in lakhs

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2020

Note 9 : Share capital and other equity

Note 9 (a) : Share capital

		` in lakhs
Particulars	As at	As at
	March 31, 2020	March 31, 2019
Authorised share capital:
Equity shares of Rs. 10 / - each	24,33	24,33
(As at March 31, 2020 - 2,43,25,600, As at March 31, 2019 -2,43,25,600)
Preference shares of Rs. 10 / - each	2,10	2,10
(As at March 31, 2020 - 21,00,000, As at March 31, 2019 - 21,00,000)
Issued, subscribed and fully paid up capital:
Equity shares of Rs. 10 / - each	24,33	24,33
(As at March 31, 2020 - 2,43,25,600, As at March 31, 2019 -2,43,25,600)
	24,33	24,33

(i) Reconciliation of number of shares and amount outstanding at the beginning and end of reporting period:

Equity shares

				` in lakhs
Particulars	31st March, 2020		31st March, 2019
	No of shares	Amount	No of shares	Amount
At the beginning of year	2,43,25,600	24,33	2,43,25,600	24,33
Increase during the year	-	-	-	-
Cancelled during the year	-	-	-	-
At the end of reporting period	2,43,25,600	24,33	2,43,25,600	24,33

(ii) Rights, preference and restrictions attached to shares:

Equity shares:

The Company has only one class of equity shares having par value of Rs. 10 / - per share. Each holder of the equity share is entitled to one vote per share. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

(iii) The details of shareholders holding more than 5% of shares of the Company :

Particulars	31st March, 2020			31st March, 2019
	Number	%	Number	%
Equity shares:
Vindhyapriya Holdings Pvt. Ltd.	53,65,296	22.06%	53,65,296	22.06%
Mahendra K. Khatau	16,37,066	6.73%	16,37,066	6.73%
Priyanilgiri Holdings Pvt. Ltd.	48,96,929	20.13%	48,96,929	20.13%
MKK Holdings Pvt. Ltd.	37,77,877	15.53%	37,77,877	15.53%

(iv) Aggregate number of bonus shares issued, shares issued for consideration other than cash, cancelled and shares bought back during the period of five years immediately preceding the date of the Balance Sheet:

Particulars	Year (Aggregate no. of shares)
	2019-20	2018-19	2017-18	2016-17	2015-16
Equity shares
Shares cancelled out of shares held for	-	-	-	-	1,71,588.00
disposal on merger

Note 9 (b) : Other equity

		` in lakhs
Particulars	As at	As at
	March 31, 2020	March 31, 2019
Securities premium	10,23	10,23
Capital reserve	4,61	4,61
General reserve	6,48	6,48
Retained earnings	(16,52)	(17,03)
Other comprehensive income	(10)	(25)
Total reserves and surplus	4,70	4,04

Nature and purpose of other reserves:

Securities premium

Securities premium reserve is used to record premium on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.

Capital reserve

Capital reserve includes amounts realised on forfeiture of shares and reserves acquired on previous amalgamations.

General reserve

General reserve consists of reserve created on account of the difference between the fair valuation of assets and liabilities acquired by Company vis-a-vis the share capital it issued on amalgamation with its subsidiary Companies vide Amalgamation Scheme approved by the Honourable High Court of Bombay.

Note 10 (a) : Long term borrowings

				` in lakhs
Particulars		Non-current		Current
	As at	As at	As at	As at
	March 31, 2020	March 31, 2019	March 31, 2020	March 31, 2019
Secured
(a) Rupee term loans / vehicle loans
- from banks	31	41	11	16
- from financial institutions	2,60	3,05	35	35
Total Secured loans [A]	2,91	3,46	46	51
Unsecured
(a) 20,70,975 8% Non- cumulative redeemable preference shares of Rs. 10 / - each	2,07	2,07	-	-
(b) Loans from financial institutions	2,25	1,99	-	-
(c) Loan from related parties	80	66	-	-
Total unsecured loans [B]	5,12	4,72	-	-
Total borrowings [A+B]	8,03	8,18	46	51

i) Repayment terms and securities of secured loans:

Nature of security	Terms of repayment	Month in which last instalment is due	Prevailing Interest rate per annum	Balance as at March 31, 2020	Balance as at March 31, 2019
Secured rupee term loans / vehicle loans from banks
Secured against hypothecation of specific vehicle	Monthly instalments	September 5, 2019	10.85%	-	2
Secured against hypothecation of specific vehicle	Monthly instalments	September 5, 2019	10.85%	-	1

` in lakhs

Note 10 (a) (i) : Long term borrowings (Contd.)

					` in lakhs
Nature of security	Terms of repayment	Month in which last instalment is due	Prevailing Interest rate per annum	Balance as at March 31, 2020	Balance as at March 31, 2019
Secured against hypothecation of specific vehicle	Monthly instalments	June 5, 2020	11.46%	1	3
Secured against hypothecation of specific vehicle	Monthly instalments	October 10, 2023	8.95%	41	50
				42	56
Secured rupee term loans / vehicle loans from financial institutions
Secured against hypothecation of specific vehicle	Monthly instalments	February 7, 2021	11.49%	23	45
Secured against Property - (Buildings Khatau House)	Monthly instalments	October 10, 2028	11.00%	1,83	1,95
Secured against Property - (Buildings Khatau House)	Monthly instalments	September 23, 2028	11.50%	90	1,00
				2,96	3,40

Unsecured preference shares

The 8% non- cumulative, redeemable preference shares amounting to Rs.2,07 lakhs were allotted on February 11, 2016 and were redeemable on or before February 10, 2019. However, the terms of redemption have been further extended for a period of 3 years i.e to February 10, 2022.

Unsecured loans from financial institutions

Loans from financial institutions are secured against pledging of investments held by promoters in personal capacity.

Unsecured loans from related parties

Unsecured loans from related parties are long term in nature.

i) Maturity profile of secured and unsecured loans:

		` in lakhs
Particulars	As at	As at
	March 31, 2020	March 31, 2019
Between one to five years	5,76	5,74
Over five years	2,73	2,95

Note 10 (b). Other financial liabilities

				` in lakhs
Particulars	Non- current		Current
	As at	As at	As at	As at
	March 31, 2020	March 31, 2019	March 31, 2020	March 31, 2019
Current maturities of long term borrowings (Refer Note 10(a))	-	-	46	51
Security deposits from others	2,21	2,10	4	2
Interest accrued but not due on loans	-	-	2	2
Interest accrued and due on borrowings	-	-	4	7
Total other financial liabilities	2,21	2,10	56	62

Note 10 (c) : Trade payables

		` in lakhs
Particulars	As at	As at
	March 31, 2020	March 31, 2019
Trade payables:
- Dues to micro and small enterprises (Refer Note below)	-	-
- Other than micro and small enterprises	18,77	18,37
Total trade payables	18,77	18,37

Note: In absence of necessary information relating to the suppliers registered as micro, small and medium enterprises under the Micro, Small and Medium Enterprise Development Act, 2006 , the Company has not been able to identify such suppliers and disclose the information required under the said Act relating to them.

Note 11. Employee benefit obligations

				` in lakhs
Particulars		Non- current		Current
	As at	As at	As at	As at
	March 31, 2020	March 31, 2019	March 31, 2020	March 31, 2019
Gratuity (Refer Note 25)	89	1,00	49	39
Compensated absences (Refer Note 25)	31	33	16	16
Superannuation scheme	7	7	-	-
Total employee benefit obligations	1,27	1,40	65	55

Note 12. Other current liabilities

Particulars	As at	As at
	March 31, 2020	March 31, 2019
Statutory and other related dues	43	53
Creditors for capital expenditure	11	11
Employee benefit payable	93	1,01
Payable to others	1,41	58
Payable to related parties	1	2
Advance from customers	73	43
Total other current liabilities	3,62	2,68

Note 13 : Revenue from operations

		` in lakhs
Particulars	Year ended	Year ended
	March 31, 2020	March 31, 2019
Sale of products
Sales
Finished goods	84,13	72,93
Sale of DEPB Licences	-	56
Stock in trade	5,16	5,67
Total Sales	89,29	79,16
Other operating revenues
Freight, octroi, insurance and handling charges recovered	1	-*
Export incentives	31	18
Job work income	-	6
Total revenue from operations	89,61	79,40

Note: * Amount is below the rounding off limits followed by the Company's norms.

` in lakhs

Note 14 : Other income

		` in lakhs
Particulars	Year ended	Year ended
	March 31, 2020	March 31, 2019
Interest income
- on fixed deposits with banks	-*	-*
- on others	2	4
Rental income	3	5
Recovery of office expenses	10	10
Gain on foreign exchange transactions (net)	64	34
Profit on sale of current and non-current investment (net)	-	-*
Service charges earned	2	-
Profit on sale of Assets	-	-*
Provisions no longer required written back	-	67
Provision for doubtful advances written back	-	10
Miscellaneous Income- others	13	1
Sundry balances written back (net)	-	2
Total other income	94	1,33

Note: * Amount is below the rounding off limits followed by the Company's norms.

Note 15 : Cost of materials consumed

` in lakhs

Particulars	Year ended	Year ended
	March 31, 2020	March 31, 2019
Opening stock of raw materials	6,58	3,16
Add : Purchases	64,31	53,15
Less : Closing stock of raw materials *	8,26	6,58
Cost of raw materials consumed	62,63	49,73
Opening stock of packing materials	49	51
Add : Purchases	2,51	2,75
Less : Closing stock of packing materials	57	49
Cost of packing materials consumed	2,43	2,77
Total cost of materials consumed	65,06	52,50

* Including raw materials in transit of Rs. 1,08 Lacs

Note 16 : Changes in inventories of finished goods, work-in-process and stock in trade

		` in lakhs
Particulars	Year ended	Year ended
	March 31, 2020	March 31, 2019
Opening Stock:
Finished goods	2,33	2,90
Stock in trade	7	1,33
Work-in-process	35	40
Less: Closing Stock:
Finished goods	2,02	2,33
Stock in trade	42	7
Work-in-process	-*	35
(Increase) / decrease in inventories	31	1,88

Note: * Amount is below the rounding off limits followed by the Company's norms.

Note 17 : Employee benefit expenses

		` in lakhs
Particulars	Year ended	Year ended
	March 31, 2020	March 31, 2019
Salaries, wages and bonus	7,63	7,77
Contribution to staff provident and other funds (Refer Note No. 25)	14	15
Staff welfare expenses	16	15
Gratuity expenses	22	20
Total employee benefit expenses	8,15	8,27

Note 18 : Finance cost

Particulars	Year ended	Year ended
	March 31, 2020	March 31, 2019
Finance costs	1,31	1,16
Total Finance costs	1,31	1,16

Note 19 : Other expenses

` in lakhs
Particulars	Year ended	Year ended
	March 31, 2020	March 31, 2019
Rent	74	71
Power and fuel	81	71
Water charges	6	5
Repairs and maintenance
- Buildings	17	18
- Plant & machinery	20	17
- Equipment's	17	17
- Others	24	26
Security charges	8	8
ETP expenses	-*	-*
Laboratory and testing expenses	17	15
Rates and taxes	6	5
Doubtful debts written off (net)	8	-
Less: Provision for doubtful debts written back	(5)	-
Provision for doubtful debts / advances	-	30
Freight, forwarding and repacking charges	1,87	2,17
Legal and professional fees	79	1,03
Travelling and conveyance	89	1,01
Auditor's remuneration (Refer Note 2 below)	11	6
Loss on fair value of investments	-	-*
Communication expenses	13	14
Printing, postage and courier	20	31
Insurance	19	19
Commission on sales	14	25
Advertisement and sales promotion	18	15
Directors sitting fees	2	2
Penalties and fines	-*	-*
Sundry balances written off (net)	20	-
Other establishment expenses	68	77
Total other expenses	8,13	8,93

` in lakhs

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2020

Note 19 : Other expenses (Contd.)

Note: 1 * Amount is below the rounding off limits followed by the Company's norms.

Note: 2 * Auditor's remuneration comprises (net of goods and service tax).

Particulars	Year ended	Year ended
	March 31, 2020	March 31, 2019
As an auditor	5	3
Tax audit	1	1
Reimbursement of expenses	-*	-
For other services	5	2
Total auditor's remuneration	11	6

Note 20 : Income taxes

Income tax expenses recognised in the statement of profit and loss comprises of:

		` in lakhs
Particulars	Year ended	Year ended
	March 31, 2020	March 31, 2019
Current income taxes	-	-
Deferred tax	-	-
Effective income tax rate (%)*	Nil	Nil

* Note: Due to the carried forward business and unabsorbed depreciation losses of past years, the taxable profit of the Company shall be set off against such losses. Hence, the effective tax rate is Nil.

21. Profit / loss) from discontinued operations

		` in lakhs
Particulars	Year ended	Year ended
	March 31, 2020	March 31, 2019
Expenses
Interest Paid	-	(18)
	-	(18)

Note 22 : Earnings per share

			` in lakhs
Particulars		Year ended	Year ended
		March 31, 2020	March 31, 2019
Profit / (loss) after tax from continuing operations	(` in lakhs)	51	(98)
Profit / (loss) after tax from discontinued operations	(` in lakhs)	-	(18)
Profit after tax attributable to owners of the Company	(` in lakhs)	51	(1,16)
Weighted average equity shares for the purpose of calculating
Basic earnings per share (nos.)		2,43,25,600	2,43,25,600
Diluted earnings per share (nos.)		2,43,25,600	2,43,25,600
Basic earnings per share
From continuing operations attributable to owners	(`)	0.21	(0.40)
From dis-continued operations attributable to owners	(`)	-	(0.07)
Total basic earnings per share attributable to owners	(`)	0.21	(0.47)
Diluted earnings per share
From continuing operations attributable to owners	(`)	0.21	(0.40)
From dis-continued operations attributable to owners	(`)	-	(0.07)
Total basic earnings per share attributable to owners	(`)	0.21	(0.47)

` in lakhs

Note 23 : Contingent liabilities (to the extent not provided for)

		` in lakhs
Particulars	As at	As at
	March 31, 2020	March 31, 2019
Disputed income tax demand in appeal	14	14
Sales tax demand	-	23
Claims against the Company not acknowledged as debts	74	74
Disputed provident fund damages in appeal	49	49
Custom duty in the event of non-fulfilment of export obligations in respect of advance licenses availed	39	39
Total	1,76	1,99

Commitments

		` in lakhs
Particulars	As at	As at
	March 31, 2020	March 31, 2019
Capital commitments
Estimated amount of contracts remaining to be executed on capital contracts and not provided for (net of advances)	-	-

Note 24 : Financial instruments

(i) Capital Management

For the purpose of the Company's capital Management, equity includes issued equity capital, share premium and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company's capital Management is to maximise the shareholder value. The Company's capital Management objectives are to maintain equity including all reserves to protect economic viability and to finance any growth opportunities that may be available in future so as to maximise shareholders' value. The Company is monitoring capital using debt equity ratio as its base, which is debt to equity. The Company manages its capital to ensure that the Company will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance. The capital structure of the Company consists of debt which includes the borrowings , cash and cash equivalents including short term bank deposits, equity comprising issued capital, reserves and non-controlling interests. The gearing ratio for the year is as under:

		` in lakhs
Particulars	As at	As at
	March 31, 2020	March 31, 2019
Debt (including borrowings from related and unrelated parties )	8,49	8,69
Less: Cash and cash equivalents including short term deposits	(46)	(55)
Net debt (A)	8,03	8,14
Total equity (B)	29,03	28,37
Net debt to equity ratio (A / B)	0.28	0.29

(ii) Categories of financial instruments

The carrying value of financial instruments by categories as of March 31, 2020 is as follows:

					` in lakhs
Particulars	Amortised	Financial assets	Financial	Total	Total fair
	cost	/ liabilities	assets /	carrying	value
		at fair value	liabilities at	value
		through profit	fair value
		or loss	through OCI
		Rs. In lakhs	Rs. In lakhs
Financial assets :
Cash and cash equivalents	41	-	-	41	41

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2020

					` in lakhs
Particulars	Amortised	Financial assets	Financial	Total	Total fair
	cost	/ liabilities	assets /	carrying	value
		at fair value	liabilities at	value
		through profit	fair value
		or loss	through OCI
		Rs. In lakhs	Rs. In lakhs
Bank balance other than cash and	5	-	-	5	5
cash equivalents
Investments	1	-	-	1	1
Trade receivables	20,81	-	-	20,81	20,81
Loans	1	-	-	1	1
Other financial assets	68	-	-	68	68
Total	21,97	-	-	21,97	21,97
Financial liabilities:
Borrowings	8,03	-	-	8,03	8,03
Trade payables	18,77	-	-	18,77	18,77
Other financial liabilities	2,77	-	-	2,77	2,77
Total	29,57	-	-	29,57	29,57

The carrying value of financial instruments by categories as of March 31, 2019 is as follows:

					` in lakhs
Particulars	Amortised	Financial assets	Financial	Total	Total fair
	cost	/ liabilities	assets /	carrying	value
		at fair value	liabilities at	value
		through profit	fair value
		or loss	through OCI
Financial assets :
Cash and cash equivalents	50	-	-	50	50
Bank balance other than cash and	5	-	-	5	5
cash equivalents
Investments	1	-	-	1	1
Trade receivables	19,60	-	-	19,60	19,60
Loans	16	-	-	16	16
Other financial assets	84	-	-	84	84
Total	21,16	-	-	21,16	21,16
Financial liabilities:
Borrowings	8,18	-	-	8,18	8,18
Trade payables	18,37	-	-	18,37	18,37
Other financial liabilities	2,72	-	-	2,72	2,72
Total	29,27	-	-	29,27	29,27

Fair Value Hierarchy :

The fair value hierarchy is based on the inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consists of the following three levels :

Level 1- Level 1 hierarchy includes financial instruments measured using quoted prices and mutual funds are measured using the closing net asset value (NAV)

Level 2 - The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs are required to fair value an instrument are observable, the instrument is included in Level 2.

Level 3 – if one or more of the significant inputs is based on observable market data, the instrument is included in

Level 3.

The fair value hierarchy of assets and liabilities measured at fair value as of March 31, 2020 is as follows :

	` in lakhs
--	------------	--	--	--

Particulars	Level 1	Level 2	Level 3	Total
Financial assets :
At fair value through profit and loss
Investment in equity shares	-*	-	-	-
Investment in optionally convertible debentures	-	-	1	1
Total	-*	-	1	1

Note: * Amount is below the rounding off limits followed by the Company's norms.

The fair value hierarchy of assets and liabilities measured at fair value as of March 31, 2019 is as follows :

				` in lakhs
Particulars	Level 1	Level 2	Level 3	Total
Financial assets :
At fair value through profit and loss
Investment in equity shares	-*	-	-	-
Investment in optionally convertible debentures	-	-	1	1
Total	-*	-	1	1

Note: * Amount is below the rounding off limits followed by the Company's norms.

The fair value of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:

a) Cash and cash equivalents, other bank balances, trade and other receivables, trade and other payables and other financial assets and liabilities approximate their carrying amounts largely due to the short-term maturities or nature of these instruments.
b) The fair value of Company's interest bearing borrowings are determined using amortised cost basis using a discount rate that reflects issuer's borrowing rate as at the end of reporting date.

(iii) Financial risk Management objectives:

The Company's activities exposes it to a variety of financial risks; viz. market risks, credit risks and liquidity risks. In order to manage the aforementioned risks, the Company has a risk Management policy and a program that performs close monitoring of and responding to each risk factors.

a) Market risk:

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Such changes in the values of financial instrument may result from changes in the foreign currency exchange rates, interest rates and other market changes.

1) Foreign currency risk:

Foreign currency risk mainly arises from transactions undertaken by an operating unit in currencies other than its functional currency. The carrying amount of Company's financial assets and financial liabilities denominated in foreign currencies at the reporting date are as follows :

Financial liabilities - -

		(` in lakhs)
Particulars	USD	`
As at March 31, 2020
Financial assets	14	11,16

5% appreciation / depreciation of the respective foreign currencies with respect to the functional currency of the Company would result in decrease / increase in the Company's profit before tax by approximately Rs. 55.77 lakhs for the year ended March 31, 2020.

		(` in lakhs)
Particulars	USD	`
As at March 31, 2019
Financial assets	13	8,98
Financial liabilities	-	-

2) Interest rate risk:

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company does not have significant floating interest rate borrowings during the year ended March 31, 2020 and March 31, 2019 . Hence, the Company is not exposed to significant interest rate risk as at the respective reporting dates.

b) Credit risk:

Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss. The maximum exposure to the credit risk at the reporting date is primarily from trade receivables. Trade receivables are typically unsecured and are derived from revenue earned from customers located in India. Credit risk has always been managed by the Company through continuously monitoring the creditworthiness of customers to whom the Company grants credit terms in the normal course of business. On account of adoption of Ind AS 109, the Company uses expected credit loss model to assess the impairment loss or gain.

c) Liquidity risk:

The responsibility for liquidity risk Management rests with the Board of Directors, which has an appropriate liquidity risk Management framework for the Management of the Company's short, medium and long-term funding and liquidity Management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities by regularly monitoring forecast and actual cash flows.

The table below provides details regarding contractual maturities of significant financial liabilities as at March 31, 2020.

				` in lakhs
Particulars	Within one	One to	More than	Total
	year	five years	five years
Financial instruments:
Borrowings	46	5,30	2,73	8,49
Trade and other payables	18,77	-	-	18,77
Other financial liabilities	10	2,21	-	2,31
Total financial liabilities	19,33	7,51	2,73	29,57

The table below provides details regarding contractual maturities of significant financial liabilities as at March 31, 2019.

				` in lakhs
Particulars	Within one	One to	More than	Total
	year	five years	five years
Financial instruments:
Borrowings	51	5,23	2,95	8,69
Trade and other payables	18,37	-	-	18,37
Other financial liabilities	11	2,10	-	2,21
Total financial liabilities	18,99	7,33	2,95	29,27

99 NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2020

Note 25 : Disclosure under Ind AS-19 on Employee Benefits as notified under Rule 3 of Companies (Indian Accounting Standard) Rules, 2015 and Companies (Indian Accounting Standard) Amendment Rules, 2015

I. Defined Contribution Plans:

The Company has recognised the following amounts in the Income Statement during the year under "Contribution to staff provident and other funds. (Refer Note No. 17)

		` in lakhs
Particulars	Year ended	Year ended
	March 31, 2020	March 31, 2019
Employer's contribution to Provident Fund	14	15
Employer's contribution to Labour welfare fund		-
Employer's contribution to Employee State Insurance		-
Total	14	15

II. Defined benefit plans

A) Gratuity

The Gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the plan, qualifying employees are entitled to Gratuity depending upon the number of years of service rendered by them subject to minimum specified number of years of service and the salary at time of retirement / resignation.

a) Movements in present value of defined benefit obligation (DBO)

		` in lakhs
Particulars	Gratuity	Gratuity
	March 31, 2020	March 31, 2019
Obligations as at beginning of the year	1,39	1,29
Current service cost	13	12
Interest cost	9	8
Past service Cost (Refer Note below)	-	-
Benefits paid	(10)	(6)
Actuarial (gain) / loss on obligations	(13)	(4)
Present value of defined benefit obligation as at end of the	1,38	1,39
year

b) Movements in the fair value of plan assets

` in lakhs

Particulars	Gratuity	Gratuity
	March 31, 2020	March 31, 2019
Fair value of plan assets at beginning of the year	-	-
Expected return on plan assets	-	-
Return on plan assets excluding amounts included in interest income	-	-
Actuarial gain / (loss) on plan assets	-	-
Contributions by the employer	-	-
Benefits paid	-	-
Fair value of plan assets as at end of the year	-	-

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2020

c) Amount recognised in the Balance Sheet

		` in lakhs
Particulars	Gratuity	Gratuity
	March 31, 2020	March 31, 2019
Present value of defined benefit obligation as at end of the year	1,38	1,39
Fair value of plan assets as at end of the year	-	-
Net liability recognised in the Balance Sheet	1,38	1,39

d) Amounts recognised in the Statement of Profit & Loss

		` in lakhs
Particulars	Gratuity	Gratuity
	March 31, 2020	March 31, 2019
Current service cost	13	12
Past service cost	-	-
Interest cost	9	8
Expected return on plan assets	-	-
Total amounts recognised in the statement of Profit and	22	20
Loss

e) Amounts recognised in other comprehensive income

		` in lakhs
Particulars	Gratuity	Gratuity
	March 31, 2020	March 31, 2019
Components of actuarial gain / losses on obligations:
Due to change in financial assumptions	(6)	1
Due to change in demographic assumptions *	(0)	-
Due to change in experience adjustments	(2)	(5)
Return on plan assets excluding amounts included in interest income	-	-
Total	(8)	(4)

* Amount is below the rounding off limits followed by the Company's norms

f) Sensitivity analysis

		` in lakhs
Particulars	Gratuity	Gratuity
	March 31, 2020	March 31, 2019
DBO on base assumptions
A. Discount Rate
1. Effect due to 0.5% increase in discount rate	1,35	1,36
2. Effect due to 0.5% decrease in discount rate	1,42	1,43
B. Salary Escalation Rate
1. Effect due to 0.5% increase in salary escalation rate	1,42	1,43
2. Effect due to 0.5% decrease in salary escalation rate	1,35	1,36
C. Withdrawal Rate
1. Effect due to 10 % (10% ) increase in withdrawal rate	1,38	1,39
2. Effect due to 10 % (10%) decrease in withdrawal rate	1,38	1,39

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2020

g) Actuarial assumptions

Following are the principal actuarial assumptions used at Balance Sheet date:

			` in lakhs
--	--	--	------------

Particulars	Gratuity	Gratuity
	March 31, 2020	March 31, 2019
Discount rate (per annum)	6.45%	7.20%
Expected Return on Plan Assets	NA	NA
Withdrawal rate	6.00%	6.00%
Salary growth rate	0% to 6%	7.00%
Mortality rates	India Assured	India Assured
	Lives Mortality	Lives Mortality
	(2012-14)	(2006-08)

B) Compensated absences

Accumulated compensated absences, which are expected to be availed or encashed beyond 12 months from the end of the year end are treated as other long term employee benefits for measurement purpose. The Company's liability is actuarially determined by an independent actuary using the Projected Unit Credit Method at the end of each year. Actuarial losses / gains are recognised in the Statement of Profit and Loss in the year in which they arise.

a) Movements in present value of defined benefit obligation (DBO)

		` in lakhs
Particulars	Compensated	Compensated
	absences	absences
	March 31, 2020	March 31, 2019
Obligations as at beginning of the year	49	48
Current service cost	7	6
Interest Cost	3	3
Past Service Cost	-	-
Benefits paid	(4)	(3)
Actuarial (gain) / loss on obligations	(8)	(5)
Present value of defined benefit obligation as at end of the	47	49
year

b) Movements in the fair value of plan assets

` in lakhs

Particulars	Compensated	Compensated
	absences	absences
	March 31, 2020	March 31, 2019
Fair value of plan assets at beginning of the year	-	-
Expected return on plan assets	-	-
Return on plan assets excluding amounts included in interest income	-	-
Actuarial gain / (loss) on plan assets	-	-
Contributions by the employer	-	-
Benefits paid	-	-
Fair value of plan assets as at end of the year	-	-

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2020

c) Amount recognised in the Balance Sheet

		` in lakhs
Particulars	Compensated	Compensated
	absences	absences
	March 31, 2020	March 31, 2019
Present value of defined benefit obligation as at end of the year	47	49
Fair value of plan assets as at end of the year	-	-
Net liability recognised in the Balance Sheet	47	49

d) Amounts recognised in the statement of Profit and Loss

		` in lakhs
Particulars	Compensated	Compensated
	absences	absences
	March 31, 2020	March 31, 2019
Current service cost	7	6
Past service cost	-	-
Interest cost	3	3
Expected return on plan assets	-	-
Total amounts recognised in the statement of Profit and	10	9
Loss

e) Amounts recognised in other comprehensive income

		` in lakhs
Particulars	Compensated	Compensated
	absences	absences
	March 31, 2020	March 31, 2019
Components of actuarial gain / losses on obligations:
Due to change in financial assumptions	(2)	-*
Due to change in demographic assumptions *	0	-
Due to change in experience adjustments	(5)	(6)
Return on plan assets excluding amounts included in interest		-
income
Total	(7)	(6)

Note: * Amount is below the rounding off limits followed by the Company's norms.

f) Sensitivity analysis

		` in lakhs
Particulars	Compensated	Compensated
	absences	absences
	March 31, 2020	March 31, 2019
DBO On base assumptions
A. Discount Rate
1. Effect due to 0.5% increase in discount rate	46	48
2. Effect due to 0.5% decrease in discount rate	48	50
B. Salary Escalation Rate
1. Effect due to 0.5% increase in salary escalation rate	48	50
2. Effect due to 0.5% decrease in salary escalation rate	46	48
C. Withdrawal Rate
1. Effect due to 10% ( 10% ) increase in withdrawal rate	47	49
2. Effect due to 10% (10%) decrease in withdrawal rate	47	49

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2020

g) Actuarial assumptions

Following are the principal actuarial assumptions used at Balance Sheet date:

Particulars	Compensated absences March 31, 2020	Compensated absences March 31, 2019
Discount rate (per annum)	6.45%	7.20%
Expected Return on Plan Assets	NA	NA
Withdrawal rate	6.00%	6.00%
Salary growth rate	0% to 6%	7.00%
Mortality rates	India Assured Lives Mortality (2012-14)	India Assured Lives Mortality (2006-08)
Leave availment rate	1.50%	1.50%
Leave encashment rate	0.00%	0.00%

Note 26 : Operating leases

The Company has taken office, factory spaces and warehouses under cancellable operating leases for periods ranging from 11 months to 3 years. Lease arrangements are usually renewable on mutually agreed terms and are cancellable by written notice. The Company has assessed that the terms of the Leases are such that they fall into short term lease nature for which Company has elected to apply para 5 of Ind AS 116 "Recognition exemption" from creating Right Of Use Asset and Lease Liability.

		` in lakhs
Particulars	Year ended	Year ended
	March 31, 2020	March 31, 2019
Future minimum lease payments are as follows:
- not later than one year	75	38
- later than one year but not later than five years	85	17
- later than five years	-	-
Total	1,60	55

Note 27 : Segment reporting

Business Segment:

The Company operates in two segments, viz. textile dyes and chemicals and electrical capacitors; however the segment reporting for electrical capacitors is not disclosed separately, as the same does not qualify for separate disclosure as per Ind AS 108 on operating segments.

Note 28 : Deferred tax

Deferred tax asset on carry forward of unused tax losses and unused tax credits has not been recognised because it is not probable that future taxable profit will be available against which the Company can use the benefits therefrom.

Details of Business loss and Unabsorbed depreciation carry forward in future till assessment year 2019-20 is as follows:

104

Assessment year	Unabsorbed	Unabsorbed	Remarks
	Depreciation	Business Loss
Assessment year 2019-20	1,09,05,368		1,81,76,461 Business Loss Available for Adjustment till March
			2027
Assessment year 2016-17	66,69,170		4,51,07,868 Business Loss Available for Adjustment till March
			2024

Assessment year 2014-15	74,308	-
Assessment year 2013-14	64,225	-
Assessment year 2012-13	3,93,846	-
Assessment year 2011-12	5,45,714	-
Assessment year 2009-10	6,38,048	-
Assessment year 2006-07	1,04,49,874	-
Assessment year 2000-01	3,03,27,640	-
Assessment year 1998-99	18,72,025	-
Assessment year 1997-98	2,82,18,314	-
	9,01,58,532	6,32,84,329
Total Unabsorbed Depreciation	15,34,42,861	-
and Business Loss Rs.
Tax @26.75%	4,10,45,965	-

Based on above, deferred tax assets to the extent of Rs. 4.10 crores is available in future to set off against future income-tax.

Note 29 : Related party relationships, transactions and balances: (as per Ind-AS 24)

a) Enterprise significantly influenced by the Key Managerial Personnel or their relatives

i) Samudra Dye-chem Private Limited
ii) Spiweld Chemtrade Private Limited
iii) Textomax Chemicals Private Limited
iv) Formost Chemicals Private Limited
v) Chemron Texchem Private Limited
vi) Asha Marine Products Private Limited
vii) Emerald Capital Services Private Limited
viii) Vindhyapriya Holdings Private Limited
ix) Khatau Leasing and Finance Company Private Limited
x) Prism Plantations Private Limited
xi) Khatau Holding and Trading Company Private Limited
xii) Prerana Leasing and Finvest Private Limited
xiii) MKK Holdings Private Limited
xiv) Priyanilgiri Holdings Private Limited
xv) Refnol Resins and Chemicals Limited
xvi) Priyamvada Holdings Limited (w.e.f April 1, 2017) (Associate till March 31, 2017)
xvii) Orchard Acres

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2020

b) Key Managerial Personnel and their relatives

i) Mr. Mahendra K. Khatau (Chairman and Managing Director)
ii) Mrs. Asha M. Khatau (Non-executive Director and wife of Chairman)
(iii) Mr. Kailash Pershad (Non-executive Independent Director)
(iv) Mr. Bhalachandra G. Sontakke (Non-executive Independent Director)
(v) Mr. Rajagopalan Sesha (Non-executive Independent Director)
(vi) Mr. Manish M. Khatau (Whole-time Director and son of Chairman)
(vii) Ms. Rupal B. Parikh (Chief Financial Officer)
(viii) Mr. Rajesh D. Pisal (Company Secretary)

c) Details of transactions with related parties during the year

Nature of transactions Significantly influenced Key Managerial Personnel and their relatives Total March 31, 2020 March 31, 2019 March 31, 2020 March 31, 2019 March 31, 2020 March 31, 2019 Revenue from operations Orchard Acres - 14 - - - 14 Refnol Resins and Chemicals Limited -* - - - -* - Total -* 14 - - - 14 Purchase of goods Orchard Acres 2,22 3,23 - - 2,22 3,23 Refnol Resins and Chemicals Limited 3,35 3,84 - - 3,35 3,84 Total 5,57 7,07 - - 5,57 7,07 Income: Rent received Orchard Acres -* 1 - - -* 1 Other Income Orchard Acres 1 - - - 1 - Total 1 1 - - 1 1 Directors' Sitting Fees: Mrs. Asha M. Khatau - - -* -* -* -* Mr. Kailash Pershad - - 1 -* 1 -* Mr. B. G. Sontakke - - 1 -* 1 -* Mr. S. Rajagopalan - - -* -* -* -* Total - - 2 - 2 - Managerial remuneration: # Mr. Mahendra K. Khatau - - 65 66 65 66 Mr. Manish M. Khatau - - 35 30 35 30 Ms. Rupal B. Parikh - - 17 16 17 16 Mr. Rajesh D. Pisal - - 13 12 13 12 Total - - 1,30 1,24 1,30 1,24 Expenses - interest and rent Orchard Acres-Interest Expenses 22 22 - - 22 22 Orchard Acres - Rent Expenses 17 - - - 17 - Total 39 22 - - 39 22

Note: * Amount is below the rounding off limits followed by the Company's norms.

does not include the amount payable towards gratuity and compensated absences by the Company, as the same is calculated for the Company as a whole on actuarial basis.

` in lakhs

d) Details of transactions with related parties during the year

						` in lakhs
Nature of transactions		Significantly		Key Managerial		Total
		influenced		Personnel and their relatives
	March	March	March	March	March	March
	31, 2020	31, 2019	31, 2020	31, 2019	31, 2020	31, 2019
Interest on borrowings
Prism Plantations Private Limited	2	2	-	-	2	2
Mr. Mahendra K. Khatau	-	-	10	22	10	22
Mrs. Asha M. Khatau	-	-	2	2	2	2
Mr. Manish M. Khatau	-	-	1	1	1	1
Total	2	2	13	25	15	27
Loans taken during the year
Prism Plantations Private Limited	-	-	-	-	-	-
Mr. Mahendra K. Khatau	-	-	1,53	65	1,53	65
Mrs. Asha M. Khatau	-	-	-	15	-	15
Mr. Manish M. Khatau	-	-	2	45	2	45
Total	-	-	1,55	1,25	1,55	1,25
Loans repaid during the year
Prism Plantations Private Limited	-	-	-	-	-	-
Mr. Mahendra K. Khatau	-	-	1,41	2,51	1,41	2,51
Mrs. Asha M. Khatau	-	-	-	15	-	15
Mr. Manish M. Khatau	-	-	-	40	-	40
Total	-	-	1,41	3,06	1,41	3,06
Interest payable on delayed payment
Orchard Acres	22	21	-	-	22	21
Total	22	21	-	-	22	21
Rent payable
Orchard Acres	13	-	-	-	13	-
Total	13	-	-	-	13	-
Deposits paid During the year
Orchard Acres	5	-	-	-	5	-
Total	5	-	-	-	5	-

Note: # does not include the amount payable towards gratuity and compensated absences by the Company, as the same is calculated for the Company as a whole on actuarial basis.

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2020

e) Outstanding balances with related parties:

						` in lakhs
Nature of transactions		Significantly influenced		Key Managerial Personnel and their relatives		Total
	March 31, 2020	March 31, 2019	March 31, 2020	March 31, 2019	March 31, 2020	March 31, 2019
Trade receivables
Spiweld Chemtrade Private Limited	19	24	-	-	19	24
less: Allowances for credit losses	(2)	(2)	-	-	(2)	(2)
Net amount receivable	17	22	-	-	17	22
Formost Chemicals Private Limited	10	10	-	-	10	10
less: Allowances for credit losses	(2)	(1)	-	-	(2)	(1)
Net amount receivable	8	9	-	-	8	9
Orchard Acres	1	-	-	-	1	-
less: Allowances for credit losses	-*	-	-	-	-*	-
Net amount receivable	1	-	-	-	1	-
Refnol Resins and Chemicals Limited	2	2	-	-	2	2
less: Allowances for credit losses*	-	-*	-	-	-	-
Net amount receivable	2	2	-	-	2	2
Total	28	33	-	-	28	33
Borrowings
Prism Plantations Private Limited	12	12	-	-	12	12
Mr. Mahendra K. Khatau	-	-	51	38	51	38
Mrs. Asha M. Khatau	-	-	11	11	11	11
Mr. Manish M. Khatau	-	-	7	5	7	5
Total	12	12	69	54	81	66
Interest accrued and due on borrowings
Prism Plantations Private Limited	3	1		-	3	1
Mr. Mahendra K. Khatau	-	-	1	1	1	1
Mrs. Asha M. Khatau	-	-	1	1	1	1
Mr. Manish M. Khatau	-	-	-*	1	-*	1
Total	3	1	2	3	5	4
Investments in redeemable debentures
Khatau Holding and Trading Company Private Limited *	-*	-*		-	-*	-*
Priyamvada Holdings Limited	1	1		-	1	1
Total	1	1	-	-	1	1
Other Payables
Mr. Mahendra K. Khatau *	-	-	-	-*	-	-*
Mr. Manish M. Khatau	-	-	1	2	1	2
Total	-	-	1	2	1	2

Note: * Amount is below the rounding off limits followed by the Company's norms.

108 NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2020

f) Outstanding balances with related parties:

						` in lakhs
Nature of transactions		Significantly		Key Managerial		Total
		influenced		Personnel and their relatives
	March	March	March	March	March	March
	31, 2020	31, 2019	31, 2020	31, 2019	31, 2020	31, 2019
Loans given
Asha Marine Products Private Limited *	-*	-*		-	-*	-*
Total	-*	-*	-	-	-*	-*
Trade Payables
Refnol Resins and Chemicals Limited	1,99	1,70	-	-	1,99	1,70
Textomax Chemicals Private Limited	-	1	-	-	-	1
Orchard Acres	1,36	2,20	-	-	1,36	2,20
Total	3,35	3,91	-	-	3,35	3,91
Deposit Given
Orchard Acres	5	-	-	-	5	-
Total	5	-	-	-	5	-
Advance received
Orchard Acres	-	-	-		-	-
Samudra Dye-chem Private Limited	1	2	-	-	1	2
Total	1	2	-	-	1	2

Note: * Amount is below the rounding off limits followed by the Company's norms.

Note 30 : Expenditure on Corporate Social Responsibility (CSR)

In accordance with provisions of Section 198 of the Companies Act, 2013, since the Company has incurred losses in the immediately preceding financial year, no amount is required to be spent by the Company during the year towards Corporate Social Responsibility in terms of Section 135 of the Companies Act, 2013.

Note 31 : Managerial Remuneration

In view of inadequacy of profits for the year 2019-20 the total remuneration paid by the Company to its Directors including Managing Director (MD) was in accordance with the limits prescribed under section 197 read with Schedule V of the Companies Act, 2013.

Note 32 : Estimation of uncertainties relating to COVID-19

Due to the Nationwide Lockdown and restrictions imposed, all the manufacturing units and offices of the Company remained closed from 23rd March, 2020. The Company has resumed all its manufacturing units and branch offices and business activities are expected to be normalised in near future. Due to uncertainty and dynamic business environment; and based on the assessment done by the Management, the Company does not see any adverse impact on its operations.

Note 33 : Previous year's figures have been recasted / restated wherever necessary.

As per our attached report of even date For C N K & Associates LLP Chartered Accountants Firm Registration No.: 101961 W / W - 100036	For and on behalf of the Board of Directors
Manish Sampat Partner Membership No.: 101684	Mahendra K. Khatau Chairman & Managing Director DIN : 00062794	Manish M. Khatau Director DIN : 02952828
Place : Mumbai Date: July 16, 2020	Rupal B. Parikh Chief Financial Officer 109	Rajesh D. Pisal Company Secretary

AI assistant

Indokem Ltd — Annual Report 2020

62059_rns_2020-09-04_168a59ce-f3b4-4c6b-9e1d-78e651fd41f4.pdf

Scrip Code: 504092

Subject: Disclosure under Regulation 34 (1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

APPEAL TO SHAREHOLDERS

INDOKEM LIMITED

BOARD OF DIRECTORS:

KEY MANAGERIAL PERSONNEL:

Ms. Rupal B. Parikh Chief Financial Officer Mr. Rajesh D. Pisal Company Secretary and Compliance Officer

AUDITORS:

REGISTERED OFFICE:

BANKERS: REGISTRAR & SHARE TRANSFER AGENT:

54th Annual General Meeting (AGM)

CHAIRMAN'S MESSAGE

My Dear Shareholders,

Sincerely,

INDOKEM LIMITED

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY BUSINESS:

SPECIAL BUSINESS:

NOTES:

FOR JOINING THE AGM THROUGH VC/OAVM:

INSTRUCTIONS RELATED TO E-VOTING:

INSTRUCTIONS FOR MEMBERS FOR E-VOTING ON THE DAY OF THE AGM:

INSTRUCTIONS COMMONLY APPLICABLE TO E-VOTING PRIOR TO OR AT THE AGM:

UPDATION OF EMAIL ADDRESS TO RECEIVE E-COPY OF ANNUAL REPORT, ATTENDANCE AND E-VOTING CREDENTIALS:

GENERAL INSTRUCTIONS:

Explanatory Statement u/s. 102 of the Companies Act, 2013:

Item No: 3

Re-appointment of Whole-time Director:

I. GENERAL INFORMATION:

2) Financial Performance based on given indicators:

3) Foreign investments or Collaborations, if any:

II. INFORMATION ABOUT APPOINTEE AND OTHER INFORMATION:

1) Background Details:

Other Directorship:

Committees Positions:

2) Past Remuneration:

3) Recognition or awards: NIL

4) Job profile and suitability:

5) Remuneration proposed:

6) Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person:

7) Pecuniary relationship with the Company, or relationship with the managerial personnel:

III. OTHER INFORMATION:

1) Reasons of loss or inadequate profits:

2) Steps taken /to be taken for improvement:

3) Expected increase in productivity and profits:

IV. DISCLOSURES:

ITEM NO. 4:

Transactions with Related Parties u/s 188 of the Companies Act, 2013

ITEM NO. 5:

Appointment of Mr. Rahul Singh as Independent Non-executive Director:

ANNEXURE - A

DIRECTORS' REPORT

To,

The Members of Indokem Limited

1. Financial Results: (Rs. in Lakhs)

2. Dividend:

3. Operational Performance:

4. COVID-19:

5. Transfer to Reserves:

6. Directors and Key Managerial Personnel:

7. Appointment of Director:

8. Remuneration of Directors and Key Managerial Personnel:

9. Statutory Auditors:

10. Secretarial Audit Report:

11. Instances of fraud, if any reported by the Auditors:

12. Statement on compliance of applicable Secretarial Standards:

13. Corporate Governance:

14. Training and Familiarization Programme for Directors:

15. Statement of declaration given by Independent Directors:

16. Particulars of Employees:

17. Directors' Responsibility Statement:

18. Disclosures:

19. Extract of Annual Return:

20. Number of Meetings of the Board:

21. Performance Evaluation of the Board:

22. Policy on Directors' Appointment and Remuneration and other details:

23. Internal Financial Control Systems and their Adequacy:

Indokem Ltd Annual Report 2020