Naperol Investments Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors take pleasure in presenting their 71^st (Seventy-First) Annual Report on the business and operations of
Naperol Investments Limited (''NIL'' or ''the Company'') and the Audited Financial Statements for the financial year ended
March 31, 2025.

1. FINANCIAL RESULTS

The Audited Financial Statements of the Company as on March 31,2025, are prepared in accordance with the relevant
applicable Indian Accounting Standards ("Ind AS”) and Regulation 33 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations”) and the provisions of the
Companies Act, 2013 ("Act”).

The summarized financial highlights are depicted below:

Particulars	Financial Year Ended
	March 31, 2025	March 31, 2024
Total Income	2,013.92	192.04
Profit before tax / (Loss) and exceptional items	1,171.98	(60.96)
Exceptional Items	-	-
Profit /(Loss) before tax after exceptional items	1,171.98	(60.96)
Tax Expense	116.55	(24.41)
Net Profit / (Loss) after Tax	1,055.43	(36.55)
Dividend paid on Equity Shares	517.23*	(57.47)**

*Interim Dividend of Rs. 9.00 (90%) per equity share was declared for FY 2024-25
**Final Dividend of Rs. 1.00 (10%) per equity share for FY 2022-23

2. DIVIDEND

The Board of Directors, at its meeting held on March 21,
2025, after taking into accounts its financial position as
on that date, had declared an interim dividend of C 9.00
per equity share (90% of the face value of C 10 per
equity share) for FY 2024-25, in accordance with the
Dividend Distribution Policy of the Company. This led
to an outgo of C 517.23 lakhs (including tax deducted at
source) for FY 2024-25.

In accordance with Regulation 43A of the Listing
Regulations, the Company has formulated a Dividend
Distribution Policy which endeavors dual objective of
appropriate reward to shareholders through dividends
and ploughing back earnings to support sustained
growth. The policy is available on the website of the
Company at https://www.naperolinvestments.com/
BoardPolicies.

3. TRANSFER TO RESERVES

During the year under review, no transfers were made
to reserves.

4. STATE OF COMPANY''S AFFAIRS

As per the financial statements for the financial year
ended March 31, 2025, the gross sales and other
income for the year under review was C 2,013.92 lakhs
as against C 192.04 lakhs for the previous year. The
profit/loss before tax was C 1,171.98 lakhs and the
profit/loss after tax was C 1,055.43 lakhs for the year
under review as against C (60.96) lakhs and C (36.55)
lakhs respectively, for the previous year.

After obtaining approvals from the Members, the
Company had commenced its trading business
operations during the year under review. Hence, the
Company has two reportable segments, i.e. Investment
segment and Trading segment for the financial year
ended March 31, 2025. The segment-wise information
is given under Financial Statements forming part of the
Annual Report as well as in Management Discussion
and Analysis Report.

5. CHANGE(S) IN THE NATURE OF
BUSINESS, IF ANY

The Members of the Company had approved on March
28, 2024, the amendments in the main object clause

of Memorandum of Association (''MOA'') to facilitate
diversification into areas which would be profitable
for the Company as a part of the diversification plans,
through process of Postal Ballot. The Registrar of
Companies had also approved the amendment in MOA
with effect from May 7, 2024.

Accordingly, during the period under review,
the Company has commenced its trading
business operations.

6. PUBLIC DEPOSITS

During the year under review, your Company has
neither accepted nor renewed any deposits from public
within the meaning of Section 73 of the Act, read with
Companies (Acceptance of Deposits) Rules, 2014.

7. DETAILS OF SUBSIDIARIES,
ASSOCIATES AND JOINT VENTURES

The Company does not have any subsidiaries or
associate companies and has not entered into any joint
ventures during the period under review. Accordingly,
the reporting of the highlights of performance of
subsidiaries, associates, and joint venture companies
and their contribution to the overall performance of
the Company, as required under Rule 8(5)(iv) of the
Companies (Accounts) Rules, 2014, is not applicable.

Consequently, the provisions of Section 129(3) of the
Act, read with Rule 5 of the Companies (Accounts)
Rules, 2014, relating to the preparation of AOC-1, as
well as the provisions of Section 136 concerning the
placement of financial statements of subsidiaries on
the Company''s website, are also not applicable.

8. MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

Pursuant to Regulation 34(2)(e) of the Listing
Regulations, the Management Discussion and Analysis
Report for the year under review, is presented in a
separate section, forming part of the Annual Report.

9. CORPORATE GOVERNANCE

A separate report on Corporate Governance pursuant
to Regulation 34(3) of the Listing Regulations, read with
Part C of Schedule V thereof, along with a certificate
from a Practicing Company Secretary of the Company
regarding compliance of the conditions of Corporate
Governance is appended as ''Annexure I''.

10. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

Pursuant to regulation 34(2)(f) of the Listing
Regulations, the Business Responsibility &
Sustainability Report (BRSR) describing the initiatives
taken by the Company from an environmental, social
and governance perspective is appended as Annexure
- II'' and forms an integral part of the Annual Report and
is also uploaded on the Company''s website and can be
accessed at https://www.naperolinvestments.com/
AnnualReport#

11. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social
Responsibility (CSR) Committee in accordance
with the provisions of Section 135 of the Act. The
Committee comprises three Directors, including one
Independent Director.

During the year under review, the provisions of Section
135(5) of the Act were not applicable to the Company.
As a result, the Company was not required to incur
any expenditure on CSR activities and, accordingly,
no CSR projects were undertaken during the year in
accordance with the CSR Policy.

A report on CSR, containing the particulars as
prescribed under the Companies (Corporate Social
Responsibility Policy) Rules, 2014, is appended
as ''Annexure III'' and forms integral part of the
Annual Report.

12. RELATED PARTY TRANSACTIONS

The Company has a well-defined process of
identification of related parties and transactions with
related parties, its approval and review process. The
Policy on Related Party Transactions as formulated
by the Audit Committee and the Board is disclosed
on the Company''s website and can be accessed at
https://www.naperolinvestments.com/BoardPolicies.
During the year under review, the Board of Directors
had revised the Policy on Related Party Transaction in
order to align the said the policy with the amendments
made in Regulation 23 of Listing Regulations.

All contracts/arrangements/transactions entered by
the Company with related parties were in compliance
with the applicable provisions of the Act and the
Listing Regulations for FY 2024-25. Prior omnibus
approval of the Audit Committee is obtained for all
related party transactions as specified in the Listing

Regulations. Pursuant to the said omnibus approval,
details of related party transactions entered by the
Company are also reviewed by the Audit Committee
on a quarterly basis.

All the transactions including material related party
transaction entered into by the Company with related
parties during the year under review were at arms-
length basis and in ordinary course of business. The
particulars of contracts or arrangements with related
parties as prescribed in Form No. AOC-2 is appended
to this report as ''Annexure IV''.

In accordance with Ind AS-24, the related party
transactions are disclosed in the Notes to Financial
Statements for FY 2024-25 forming part of the
Annual Report.

13. WHISTLE BLOWER POLICY

Pursuant to Section 177(9) and (10) of the Act and
Regulation 22 of the Listing Regulations, your Company
has adopted Whistle Blower Policy. The details of
the same are provided in the Corporate Governance
Report forming part of the Annual Report.

14. RISK MANAGEMENT

Your Company has a well-defined Risk Management
Policy. The Company has in place a mechanism to
inform the Board about the risk assessment and
minimization procedures and undertakes periodical
review of the same to ensure that the risks are
identified and controlled by means of a properly
defined framework.

The details of the Risk Management Committee and
policy are given in the Corporate Governance Report.

15. DETAILS OF BOARD MEETINGS

During the year under review, six (6) Board meetings
were held. The details of the meetings held and
attended by each Director are provided in the Corporate
Governance Report forming part of this Annual Report.

16. BOARD COMMITTEES

As on March 31,2025, the Board currently has following
five (5) Committees:

i. Audit Committee,

ii. Nomination and Remuneration Committee,

iii. Corporate Social Responsibility Committee,

iv. Stakeholders'' Relationship Committee and

v. Risk Management Committee.

The Board, in its meeting held on July 31, 2024, had
dissolved the Restructuring Compliance Committee
pursuant to implementation of the Composite Scheme
of Arrangements.

All the recommendations made by the Committees
were accepted by the Board.

The details of the Committees, its composition,
its role, number of Committee meetings held and
attendance at meetings are provided in the Corporate
Governance Report.

17. DIRECTORS AND KEY MANAGERIAL
PERSONNEL

Appointment

The Board of Directors, at its meeting held on July 31,

2024, based on the recommendation of Nomination
and Remuneration Committee, appointed Mr. Keki
M. Elavia (DIN: 00003940) as an Additional and Non¬
Executive Independent Director of the Company for a
period of 5 (five) years effective from July 31, 2024,
upto July 30, 2029, subject to approval of the Members.
Subsequently, the Members of the Company, at the
70^th Annual General Meeting (AGM) held on August
27, 2024, approved the appointment of Mr. Keki M.
Elavia as Non-Executive Independent Director of the
Company for a period of 5 (five) years effective from
July 31, 2024, upto July 30, 2029.

The declaration has been given to the Company that he
meets the criteria of independence as required under
Section 149(6) of the Act and the Listing Regulations.
Mr. Keki M. Elavia brings with him a wealth of
experience and expertise, and the Board believes that
the Company will immensely benefit from his insights
and guidance.

Retirement by rotation

In accordance with the provisions of Section 152 of the
Act and the Articles of Association of the Company,
Mr. Rajiv Arora (DIN: 08730235), Non-Executive
Director, retires by rotation at the ensuing AGM and
being eligible, offers himself for re-appointment.

The Nomination and Remuneration Committee and
the Board of Directors at their Meeting held on July 29,

2025, recommended the re-appointment of Mr. Rajiv

Arora as a Non-Executive Director, for approval of the
Members at the ensuing AGM of the Company.

The Board is of the opinion that Mr. Rajiv Arora
possesses the requisite knowledge, skills, expertise
and experience to contribute to the growth of
the Company.

Brief Profile and other information of Mr. Rajiv Arora
as required under Regulation 36(3) of the Listing
Regulations and Secretarial Standard - 2 are given in
the Notice of the 71^st AGM of the Company. The above
proposal for re-appointment forms part of the Notice
of the 71^st AGM.

Completion of Term

Mr. Rajesh Batra (DIN: 00020764), Independent
Director of the Company completed his second
consecutive 5 (five) years term of directorship as an
Independent Director of the Company from the closure
of business hours of August 10, 2024, pursuant to the
provisions of the Act and the Listing Regulations. The
Board placed on record it''s appreciation and gratitude
for valuable services and support contributed by
him as member of the Board during his tenure as an
Independent Director of the Company.

Key Managerial Personnel

Mr. Shailesh Sawant, Chief Financial Officer of the
Company, had tendered his resignation and was relieved
of his duties from the close of business hours of July
05, 2024. The Board placed on record its appreciation
for Mr. Shailesh Sawant for his contribution during his
tenure as Chief Financial Officer of the Company.

Mr. Arpit Maheshwari, Company Secretary and
Compliance Officer of the Company, had tendered
his resignation and was relieved of his duties from
the close of business hours of September 02, 2024.
The Board placed on record its appreciation for his
contribution during his tenure as Company Secretary
& Compliance Officer of the Company.

Based on the recommendation of the Nomination
and Remuneration Committee and approval of Audit
Committee, the Board of Directors approved the
appointment of Mr. Deepak Kumar as Chief Financial
Officer and Key Managerial Personnel of the Company
effective from July 31, 2024.

Based on the recommendation of Nomination and
Remuneration Committee, the Board of Directors

approved the appointment of Mr. Akshay Satasiya as
Company Secretary & Compliance Officer and Key
Managerial Personnel of the Company effective from
October 29, 2024.

18. DECLARATION BY INDEPENDENT
DIRECTORS:

The Company has received the declaration of
Independence from all the Independent Directors of
the Company stating that they meet the independence
criteria as prescribed under Section 149(6) of the
Act, Rule 6 of the Companies (Appointment and
Qualification of Director) Rules, 2014 and Regulation
16(1)(b) of the Listing Regulations. Further, the
Company''s Independent Directors have affirmed that
they have followed the Code for Independent Directors
as outlined in Schedule IV to the Act and as required
under Regulation 26(3) of the Listing Regulations.

19. BOARD EVALUATION

Pursuant to the provisions of the Act and Regulation 17
of the Listing Regulations, the Board of Directors carried
out an annual evaluation of its own performance,
Board Committees and Individual Directors in
accordance with the Act, the Listing Regulations and
governance guidelines issued by SEBI. The manner in
which the evaluation has been carried out are given in
the Corporate Governance Report forming part of the
Annual Report.

20. DIRECTORS'' RESPONSIBILITY

STATEMENT

Pursuant to Section 134(5) of the Act, the Board of
Directors, to the best of their knowledge and ability,
confirm that:

1. in the preparation of the annual financial
statements for the financial year ended March
31, 2025, the applicable accounting standards
have been followed and that there are no
material departures;

2. they have selected such accounting policies and
applied them consistently and made judgements
and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs
of the Company as at the end of the financial year
and of the profit of the Company for that period;

3. they have taken proper and sufficient care for the
maintenance of adequate accounting records
in accordance with the provisions of this Act
for safeguarding the assets of the Company
and for preventing and detecting fraud and
other irregularities;

4. t hey have prepared the Annual Accounts on a
''going concern'' basis;

5. they have laid down internal financial controls
to be followed by the Company and that such
internal controls are adequate and were operating
effectively; and

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

21. ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the Annual
Return of the Company prepared as per Section
92(3) of the Act for the financial year ended March
31, 2025, is available on the Company''s website and
can be accessed at https://naperolinvestments.com/
AnnualReturn. In terms of Rules 11 and 12 of the
Companies (Management and Administration) Rules,
2014, the Annual Return shall be filed with the Registrar
of Companies, within prescribed timelines.

22. ADEQUACY OF INTERNAL FINANCIAL
CONTROLS

Internal Audit plays a key role in providing an assurance
to the Board of Directors with respect to the Company
having adequate Internal Financial Control Systems.
The Internal Financial Control Systems provide, among
other things, reasonable assurance of recording the
transactions of its operations in all material respects
and of providing protection against significant
misuse or loss of Company''s assets. The details of
adequacy of Internal Financial Controls are given in the
Management Discussion and Analysis Report.

23. SHARE CAPITAL

During the year under review, there has been no
change in the authorised and paid-up share capital of
the Company.

24. PARTICULARS OF LOANS,
GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered
under the provisions of Section 186 of the Act are given
in Notes to the Financial Statements.

25. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS

There has been no significant and material orders
passed by the regulators, courts and tribunals
impacting the going concern status and the Company''s
operations in future.

26. DETAILS OF APPLICATION MADE OR
ANY PROCEEDING PENDING UNDER
THE INSOLVENCY AND BANKRUPTCY
CODE, 2016, DURING THE YEAR
ALONGWITH THEIR STATUS AS AT THE
END OF FINANCIAL YEAR

There are no applications made or any proceeding
pending during the year under review under the
Insolvency and Bankruptcy Code, 2016.

27. DIFFERENCE BETWEEN AMOUNT OF
VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND VALUATION
DONE WHILE TAKING LOAN FROM THE
BANKS OR FINANCIAL INSTITUTIONS
ALONGWITH THE REASONS THEREOF

During the year under review, there was no instance of
one-time settlement with banks or financial institutions.

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

Details pursuant to Rule 8(3) of the Companies
(Accounts) Rules, 2014 is as follows:

Conservation of energy: The operations of the
Company are not energy-intensive and are limited
to a small office setup with minimal infrastructure.
However, the Company remains conscious of its
environmental responsibilities and has adopted the

following measures to promote energy efficiency
and sustainability:

• Use of energy-efficient equipment such as
laptops and multi-functional devices;

• Encouraging a paperless work environment
through digital documentation and
communication; and

• Ensuring all electrical devices are switched off
when not in use

Technology absorption: No expenditure was incurred
by the Company attributable to technology absorption
during the year

Foreign exchange earnings and Outgo:

Foreign Earning: Nil
Foreign Outgo: C 425.83 Lakhs

29. AUDITORS AND AUDIT REPORTS

29.1 Statutory Auditor

Based on the recommendation of the Audit Committee
and the Board of Directors, Members of the Company
at 68^th Annual General Meeting (AGM) held on
September 13, 2022, appointed M/s. Kalyaniwalla and
Mistry LLP, Chartered Accountants, (FRN 104607W/
W100166) as the Statutory Auditors of the Company,
for the first term of five (5) consecutive years, from
the conclusion of the 68^th AGM, until conclusion of the
73^rd AGM to be held in the FY 2027-28. The Statutory
Auditors have confirmed that they are not disqualified
from continuing as Statutory Auditors of the Company.

Pursuant to amendments in Section 139 of the Act,
the requirements to place the matter relating to such
appointment for ratification by Members at every AGM
has been done away with.

There are no qualifications, reservations or adverse
remarks made in the Statutory Auditors'' Report for the
FY 2024-25.

Further, Statutory Auditors in their report expressed
an unmodified opinion on the adequacy and
operating effectiveness of the Company''s internal
financial controls.

29.2 Internal Auditor:

M/s. PKF Sridhar and Santhanam, LLP have carried
out Internal Audit of the Company for FY 2024-25. The

Board of Directors at their Meeting held on January 23,
2025, have re-appointed them as Internal Auditors of
the Company for FY 2025-26.

29.3 Cost Auditor

The provisions of section 148 of the Act, are not
applicable to the Company for the period under review.
Accordingly, there is no requirement of maintenance
of cost records as specified under sub-section (1) of
section 148 of the Act.

29.4 Secretarial Auditor and Secretarial Audit
Report

Pursuant to the amended provisions of Regulation
24A of the Listing Regulations and Section 204 of the
Act, read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel)
Rules, 2014, the Audit Committee and the Board
of Directors have approved the appointment and
remuneration of M/s. Parikh & Associates, Practicing
Company Secretaries (FRN P1988MH009800), as
the Secretarial Auditor of the Company for a term of
five (5) consecutive years, effective from April 1, 2025
till March 31, 2030. The Board has recommended
its appointment for approval of the Members at the
ensuing 71^st AGM.

A brief profile and other relevant details of M/s. Parikh
& Associates, Practicing Company Secretaries, are
provided in the Notice convening the 71^st AGM.

M/s. Parikh & Associates have consented to act as
the Secretarial Auditor of the Company and confirmed
that their appointment, if approved, would be within the
limits prescribed under the provisions of the Act and
the Listing Regulations. It has further confirmed that
it is not disqualified to be appointed as the Secretarial
Auditor under the applicable provisions of the Act,
rules made thereunder, and Listing Regulations.

The Secretarial Audit Report issued by M/s. Parikh
& Associates, Secretarial Auditor of the Company
for FY 2024-25 does not contain any qualification,
reservation, adverse remark or disclaimer. The Report
of the Secretarial Auditor is appended as ''Annexure V''.

30. Compliance with the Secretarial
Standards:

Section 118 of the Act mandates compliance with the
Secretarial Standards on Board Meetings and General

Meetings as issued by The Institute of Company
Secretaries of India. During the year under review,
the Company has complied with all the applicable
Secretarial Standards.

31. REPORTING OF FRAUDS

During the year under review, the Auditors have not
reported any instances of frauds committed in the
Company by its Officers or Employees to the Audit
Committee under Section 143(12) of the Act.

32. PREVENTION OF SEXUAL

HARASSMENT OF WOMEN AT
WORKPLACE

The Company has constituted an Internal Complaints
Committee for providing a redressal mechanism
pertaining to sexual harassment of employees
at workplace.

Your Directors further state the following pursuant
to the Sexual Harassment of Women at Workplace
(Prohibition, Prevention and Redressal) Act, 2013:

i. Number of complaints filed during the financial
year - Nil

ii. Number of complaints disposed off during the
financial year - N.A.

iii. Number of complaints pending as on end of the
financial year - Nil

iv. Number of complaints pending more than 90
days- Nil

33. COMPLIANCES WITH PROVISIONS OF
MATERNITY BENEFIT ACT:

During the period under review, the provisions of the
Maternity Benefit Act, 1961, were not appliable to
the Company.

34. NOMINATION AND REMUNERATION
POLICY

The details of the Company''s Nomination and
Remuneration Policy for Directors, Key Managerial
Personnel and other employees are given in the
Corporate Governance Report and is disclosed
on the website of the Company https://www.
naperolinvestments.com/BoardPolicies.

35. PARTICULARS OF EMPLOYEES

The information containing details of employees as
required under Section 197 of the Act read with Rule 5(1)
of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is provided in
''Annexure VI'' forming part of annual report.

36. CHIEF EXECUTIVE OFFICER & CHIEF
FINANCIAL OFFICER CERTIFICATION

In terms of Regulation 17(8) of the Listing Regulations,
the Company has obtained Compliance Certificate
from the Manager and the Chief Financial Officer.

37. MATERIAL CHANGES AND
COMMITMENTS IF ANY, AFFECTING
THE FINANCIAL POSITION OF THE
COMPANY OCCURRED DURING THE
FINANCIAL YEAR AND BETWEEN THE
END OF THE FINANCIAL YEAR TO
WHICH THIS FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT

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 and the date of
this Report.

38. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere
appreciation to the Customers, Vendors, Bankers,
Shareholders, Central and State Governments and
Regulatory Authorities for their continued co-operation
and support. Your Directors also take this opportunity
to acknowledge the dedicated efforts made by
employees for their contribution to the achievements
of the Company.

On behalf of Board of Directors

Ness N. Wadia

Chairman

Mumbai, July 29, 2025 (DIN: 00036049)

---

Mar 31, 2024

The Directors take pleasure in presenting their Seventieth Annual Report on the business and operations of the Company and the Audited Financial Statements for the year ended March 31,2024.

1. FINANCIAL RESULTS

('' In Lakhs)

Particulars	Financial Year Ended
	March 31, 2024	March 31, 2023
Total Income	192.04	189.29
Profit before tax / (Loss) and exceptional items	(60.96)	(23.79)
Exceptional Items	-	37,633.07
Profit /(Loss) before tax after exceptional items	(60.96)	37,609.28
Tax Expense	(24.41)	84.21
Net Profit / (Loss)after Tax	(36.55)	37525.07
Dividend paid on Equity Shares*	57.47	287.35

Note:

*'' 1.00 per Share and '' 5.00 per Share for financial years 2022-23 and 2021-22, respectively.

2. DIVIDEND

Due to accumulated losses, the Board of Directors of the Company were unable to recommend any Dividend during the financial year 2023-24.

3. TRANSFER TO RESERVES

During the year under review, no transfers were made to reserves.

4. COMPOSITE SCHEME OF ARRANGEMENT

The Board of Directors at its meeting held on March 09, 2021 and September 20, 2022 approved the draft Composite Scheme of Arrangement and the amendments thereto respectively, amongst the Company (''Transferee'' or ''Demerged Company’), Naperol Investments Limited [amalgamated with the Company] (''the Transferor Company’) and NPL Chemicals Limited [now known as National Peroxide Limited] (''the Resulting Company’ / ''NPL'') and their respective shareholders and creditors under Sections 230 to 232 of the Companies Act, 2013 (''the Scheme’). The Scheme, inter-alia, provided for:

(a) the demerger, transfer and vesting of the Demerged Undertaking (as defined in the Scheme) from the Company into the Resulting Company on a going concern basis, and the consequent

issue of shares by the Resulting Company in the manner set out in the Scheme;

(b) the amalgamation of the Transferor Company with the Company in the manner set out in the Scheme; and

(c) the reduction of the share capital of the Resulting Company in the manner set out in this Scheme.

The Scheme was approved by the Hon’ble National Company Law Tribunal, Mumbai Bench on May 04, 2023. The Scheme was made effective on September 11, 2023 upon receipt of all requisite approvals, with the Appointed Date of the Scheme being April 01,2022.

5. CHANGE OF NAME

As provided in the Scheme, the name of the Company was changed from "National Peroxide Limited" to "Naperol Investments Limited" and a Certificate of Incorporation consequent to change of name was obtained from Registrar of Companies, Mumbai on December 28, 2023.

6. STATE OF COMPANY''S AFFAIRS

As per the financial statements for the year ended March 31,2024, the gross sales and other income for the year under review was '' 192.04 Lakhs as against

'' 189.29 Lakhs for the previous year. The profit/(loss) before tax was '' (60.96) Lakhs and the profit/(loss) after tax was '' (36.55) Lakhs for the year under review as against '' 37,609.28 Lakhs and '' 37,525.07 Lakhs respectively, for the previous year.

7. CHANGE(S) IN THE NATURE OF BUSINESS, IF ANY

Pursuant to the Scheme becoming effective on September 11, 2023, the chemical business of the Company was transferred and vested in NPL and erstwhile Naperol Investments Limited was amalgamated with the Company, respectively, with effect from the Appointed Date i.e. April 01, 2022 as defined in the Scheme. The Company shall continue with the investments and leasing business.

Further, during the year under review, the Company has amended the main object clause of the Memorandum of Association (''MOA'') to facilitate diversification into areas which would be profitable for the Company as part of diversification plans. This would enable the Company to enlarge the area of operations and carry on its business economically and efficiently and the proposed activities can be, under the existing circumstances, conveniently and advantageously combined with the present activities of the Company.

The Board of Directors has approved the said amendments in the main object clause of the MOA at the meeting held on February 07, 2024. Further, the approval of the shareholders was obtained by way of Postal Ballot process on March 28, 2024. The Registrar of Companies has thereafter approved the amendment with effect from May 07, 2024. The commencement of activities for the diversification are in process.

8. PUBLIC DEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act, 2013 ("Act") read with Companies (Acceptance of Deposits) Rules, 2014.

9. DETAILS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

During the year under review and pursuant to the effectiveness of the Scheme the erstwhile subsidiary companies viz; Naperol Investments Limited (now amalgamated with the Company) and NPL ceased

to be subsidiaries of the Company with effect from September 11, 2023 and September 27, 2023 respectively. Pursuant to the Scheme, the accounting treatment of the cessation of subsidiaries was given in the revised Financial Statements of 2022-23.

Thus, as on date there is no subsidiary, associate or joint venture company of the Company and hence the reporting of highlights of performance of subsidiaries, associates and joint Venture companies and their contribution to overall performance of the Company pursuant to Rule 8(5)(iv) of the Companies (Accounts) Rules, 2014 during the period is not applicable. The provisions of Section 129(3) of the Act read with Rule 5 of The Companies (Accounts) Rules, 2014 pertaining to AOC-1 and Section 136 pertaining to placing the financials of the subsidiaries on the website of the Company are also not applicable.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as ''Listing Regulations''), the Management Discussion and Analysis Report for the year under review, is presented in a separate section, forming part of the Annual Report.

11. CORPORATE GOVERNANCE

In terms of Regulation 34 of Listing Regulations, a report on Corporate Governance along with a Certificate from a Practicing Company Secretary, regarding compliance of the conditions of Corporate Governance, is appended as ''Annexure I''.

12. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations read with relevant Circulars issued thereunder, the Business Responsibility and Sustainability Report (''BRSR'') for the financial year 2023-24, prepared based on the framework of the National Guidelines on Responsible Business Conduct and in the format prescribed by SEBI, is appended as ''Annexure II''.

13. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility

Policy) Rules, 2014 and Schedule VII to the Act, your Company has undertaken projects in accordance with the CSR Policy. The details of the CSR projects, unspent CSR amount and reason for the amount being unspent are given in ''Annexure IN''.

14. DIVIDEND DISTRIBUTION POLICY

In accordance with Regulation 43A of the Listing Regulations, the Company has formulated a Dividend Distribution Policy which endeavours dual objective of appropriate reward to shareholders through dividends and ploughing back earnings to support sustained growth. The policy is available on the website of the Company at https://www.naperolinvestments.com/ BoardPolicies.

15. RELATED PARTY TRANSACTIONS

The framework for dealing with related party transactions is given in the Corporate Governance Report. During the year under review, the Company did not enter into any contracts / arrangements / transactions with related parties referred in Section 188(1) of the Act, read with the rules made thereunder. All the related party transactions were in the ordinary course of business and on an arm''s length basis and therefore, disclosure in Form AOC-2 is not applicable to the Company. There were no material significant related party transactions entered into by the Company during the year that required shareholders'' approval under Regulation 23 of the Listing Regulations. The Related Party Transactions Policy as approved by the Board has been uploaded on the Company''s website. In accordance with Ind AS-24, the Related Party Transactions are disclosed in the Notes to Financial Statements for the financial year 2023-24.

16. WHISTLE BLOWER POLICY

Pursuant to Section 177(9) and (10) of the Act and Regulation 22 of the Listing Regulations, your Company has adopted Whistle Blower Policy. The details of the same are provided in the Corporate Governance Report.

17. RISK MANAGEMENT

Your Company has a well-defined risk management policy. The Company has in place a mechanism to inform the Board about the risk assessment and minimisation procedures and undertakes periodical

review of the same to ensure that the risks are identified and controlled by means of properly defined framework.

The details of the Risk Management Committee and policy are given in the Corporate Governance Report.

18. DETAILS OF BOARD MEETINGS

During the year, seven (7) Board Meetings were held. The details of the meetings are provided in the Corporate Governance Report.

19. BOARD COMMITTEES

The Board currently has five (5) committees, viz., Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders'' Relationship Committee and Risk Management Committee.

All the recommendations made by the Committees were accepted by the Board.

A detailed update on the Committees, its composition, number of Committee meetings held and attendance of the Directors at each meeting is provided in the Corporate Governance Report.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL Retirement by rotation

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Dr. (Mrs.) Minnie Bodhanwala (DIN: 00422067), Non-Executive Director, retires by rotation at the ensuing AGM and being eligible, offers herself for re-appointment.

The Nomination and Remuneration Committee and the Board of Directors at their Meeting held on July 31, 2024, recommended the re-appointment of Dr. (Mrs.) Minnie Bodhanwala for approval of the Members at the ensuing AGM of the Company.

The Board is of the opinion that Dr. (Mrs.) Minnie Bodhanwala possesses the requisite knowledge, skills, expertise and experience to contribute to the growth of the Company. The Board recommends re-appointment of Dr. (Mrs.) Minnie Bodhanwala for the consideration of the Members of the Company at the forthcoming AGM.

Brief Profile and other information of Dr. (Mrs.) Minnie Bodhanwala as required under Regulation 36(3) of Listing Regulations and Secretarial Standard - 2 are given in the Notice of the AGM. The above proposal for re-appointment forms part of the Notice of the AGM.

Appointment / Re-appointment / Re-designation and Resignation

The Board of Directors on February 07, 2023, based on the recommendation of Nomination and Remuneration Committee, appointed Ms. Parvathi Menon (DIN: 02874749) as an Additional and Non-Executive Independent Director of the Company for a period of 5 (five) years w.e.f February 07, 2023 upto February 06, 2028, subject to approval of the Members. Subsequently, the Members through Postal Ballot on April 28, 2023, approved the appointment of Ms. Parvathi Menon as Non-Executive Independent Director of the Company for a period of 5 (five) years w.e.f February 07, 2023 upto February 06, 2028.

Pursuant to the Scheme becoming effective, the services of Mr. Rajiv Arora (DIN - 08730235), erstwhile CEO & Director, were transferred to NPL with effect from September 11, 2023. On recommendation of Nomination and Remuneration Committee, the Board of Directors on September 26, 2023, approved the re-designation of Mr. Rajiv Arora as Non-Executive Non-Independent Director, liable to retire by rotation. Further, the Members of the Company have approved the said re-designation at 69th AGM of the Company held on November 28, 2023.

Mr. Viraf R. Mehta (DIN: 00352598) was appointed as an Independent Director of the Company for a period of 5 (five) consecutive years with effect from July 4, 2019, upto July 3, 2024. The Members have confirmed his appointment at their 65th AGM held on August 6, 2019. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on May 9, 2024, proposed the re-appointment of Mr. Viraf R. Mehta as an Independent Director of the Company for a second term of 5 (five) consecutive years commencing from July 4, 2024 upto July 3, 2029, not liable to retire by rotation, subject to the approval of the Members. Subsequently, approval of the Members was sought by way of Postal Ballot on June 27, 2024.

The Board of Directors on July 31,2024, based on the recommendation of Nomination and Remuneration

Committee, appointed Mr. Keki Manchersha Elavia (DIN: 00003940) as an Additional Director in the category of Non-Executive Independent Director of the Company for a period of 5 (five) consecutive years w.e.f July 31, 2024 upto July 30, 2029, subject to approval of the Members. The necessary resolution proposing the appointment of Mr. Keki Manchersha Elavia (DIN: 00003940) is being placed before the Members for approval.

Brief Profile and other information of Mr. Keki Manchersha Elavia as required under Regulation 36(3) of Listing Regulations and Secretarial Standard - 2 are given in the Notice of the AGM. The above proposal for appointment forms part of the Notice of the AGM.

Mr. Rajesh Batra (DIN: 00020764) who was re-appointed as an Independent Director of the Company to hold office for a second term of 5 (five) consecutive years commencing from August 11, 2019 upto August 10, 2024 will cease to hold office with effect from close of business hours of August 10, 2024. The Board places on record its appreciation for the invaluable contribution and guidance rendered by Mr. Rajesh Batra during his tenure as an Independent Director of the Company.

Key Managerial Personnel

Mr. Conrad Fernandes, Chief Financial Officer of the Company had tendered his resignation and was relieved from his duties with effect from close of business hours of May 31,2023. The Board places on record its appreciation for Mr. Conrad Fernandes for his contribution during his tenure as Chief Financial Officer of the Company.

Based on the recommendation of Nomination and Remuneration Committee and approval of Audit Committee, the Board of Directors approved the appointment of Mr. Pravin Shetty as Chief Financial Officer and Key Managerial Personnel of the Company with effect from May 31,2023.

Pursuant to the Scheme become effective, the services of Mr. Rajiv Arora, CEO, Mr. Pravin Shetty, Chief Financial Officer and CS Heena Shah, Company Secretary and Compliance Officer, were transferred to NPL with effect from September 11, 2023. On the recommendation of the Nomination and Remuneration Committee and as approved by the Board of Directors, Mr. Rajiv Arora was re-designated from Whole time Director to

Non-Executive Non-Independent Director with effect from September 26, 2023.

On the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its Meeting held on October 20, 2023 appointed the following Key Managerial Personnel(s) of the Company with effect from October 20, 2023:

i. Mr. Chirag Kothari as Manager,

ii. Mr. Shailesh Sawant as Chief Financial Officer and

iii. Mr. Arpit Maheshwari as Company Secretary and Compliance Officer.

The Members have provided their consent for the appointment of Mr. Chirag Kothari as Manager of the Company for a period of five (5) years with effect from October 20, 2023 till October 19, 2028 at their 69th AGM of the Company held on November 28, 2023.

Mr. Shailesh Sawant, Chief Financial Officer of the Company had tendered his resignation and was relieved from his duties with effect from close of business hours of July 05, 2024. The Board places on record its appreciation for Mr. Shailesh Sawant for his contribution during his tenure as Chief Financial Officer of the Company.

Based on the recommendation of Nomination and Remuneration Committee and approval of Audit Committee, the Board of Directors approved the appointment of Mr. Deepak Kumar as Chief Financial Officer and Key Managerial Personnel of the Company with effect from July 31,2024.

Mr. Arpit Maheshwari, Company Secretary & Compliance Officer of the Company had tendered his resignation on July 31, 2024 and will be relieved from his duties with effect from close of business hours of September 02, 2024. The Board places on record its appreciation for Mr. Arpit Maheshwari for his contribution during his tenure as Company Secretary & Compliance Officer.

21. Declaration by Independent Directors:

Your Company has received the Declaration of Independence from all the Independent Directors stating that they meet the independence criteria as prescribed under Section 149(6) of the Act, Rule 6 of The Companies (Appointment and Qualification of Director) Rules, 2014 and Regulation 16(1)(b) of the Listing

Regulations. Further, the Company’s Independent Directors have affirmed that they have followed the Code for Independent Directors as outlined in Schedule IV to the Act.

22. BOARD EVALUATION

The details of evaluation of Directors, Committees and Board as a whole are given in the Corporate Governance Report.

23. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

• in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

• they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for that period;

• they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• they have prepared the Annual Accounts on a ''going concern’ basis;

• they have laid down internal financial controls to be followed by the Company and that such internal controls are adequate and were operating effectively; and

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

24. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Act, a copy of the Annual Return of the Company is uploaded on the website of the Company at https://naperolinvestments.com/AnnualReturn.

25. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The details of adequacy of Internal Financial Controls are given in the Management Discussion and Analysis Report.

26. SHARE CAPITAL

During the year under review, there has been no change in the paid-up share capital of the Company. However, pursuant to the effectiveness of the Scheme, the authorised share capital of the Company increased to '' 25,50,00,000 being 2,55,00,000 equity shares of '' 10/- each.

27. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in Notes to the Financial Statements.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

The Hon’ble National Company Law Tribunal, Mumbai Bench has approved the Scheme vide its order dated May 04, 2023. Further, SEBI/BSE has approved the Scheme on September 11, 2023. Apart from the above, there has been no significant and material orders passed by the regulators, courts and tribunals impacting the going concern status and the Company’s operations in future.

29. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016, DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF FINANCIAL YEAR

There are no applications made or any proceeding pending during the year under review under the Insolvency and Bankruptcy Code, 2016.

30. DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONGWITH THE REASONS THEREOF

During the year under review, there was no instance of one-time settlement with banks or financial institutions.

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

Upon the Scheme becoming effective with effect from September 11, 2023, the demerged undertaking, i.e. chemicals business was transferred and vested to NPL with effect from Appointed Date April 1,2022. In view of the present nature of business, use of electrical energy is almost negligible. The Company’s operations are not energy intensive nor does it require adoption of specific technology. There were no Foreign Exchange Earnings and Outgo for the remaining business of the Company.

32. AUDITORS AND AUDIT REPORTS

32.1 Statutory Auditors

M/s. Kalyaniwalla and Mistry LLP Chartered Accountants, (FRN 104607W/W100166) have been appointed as the Statutory Auditors of the Company, for the first term of five (5) consecutive years, from the conclusion of the 68th AGM held on September 13, 2022 upto the conclusion of the 73rd AGM to be held in the financial year 2027-28. The Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

There are no qualifications, reservations or adverse remarks made in the Statutory Auditors’ Report for the financial year 2023-24.

32.2 Internal Auditors:

M/s. PKF Sridhar and Santhanam, LLP have carried out Internal Audit of the Company for financial year 2023-24. The Board of Directors at their Meeting held on February 04, 2024 have re-appointed them as Internal Auditors of the Company for the financial year 2024-25.

32.3 Cost Auditors

During the year under review, the cost records were maintained pursuant to Section 148 of the Act read with Rule 14 of the Companies (Cost Records and Audit) Amendment Rules, 2014. Pursuant to the effectiveness of the Scheme and transfer and vesting of chemical business undertaking to NPL effective from

September 11, 2023 with effect from Appointed Date April 01,2022 and hence the appointment of Cost Auditor and obtaining of their Report is not applicable to the Company during the year under review.

32.4 Secretarial Auditors and Secretarial Audit Report

In terms of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Parikh & Associates, Practicing Company Secretaries, have been appointed as Secretarial Auditors of the Company to carry out Secretarial Audit. The Report of the Secretarial Auditors is appended as ''Annexure IV’.

The Company has complied with Secretarial Standards issued by The Institute of Company Secretaries of India on Board and General Meetings.

There are no qualifications, reservations or adverse remarks made in the Secretarial Auditors’ Report for the financial year 2023-24.

33. REPORTING OF FRAUDS

During the year under review, the Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act.

34. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has constituted an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of employees at workplace. No complaints were received during the year under review.

35. NOMINATION AND REMUNERATION POLICY

The details of the Company’s Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other employees are given in the Corporate Governance Report and is disclosed on the website of the Company https://www.naperolinvestments.com/BoardPolicies.

36. PARTICULARS OF EMPLOYEES

Upon the Scheme becoming effective, the demerged undertaking, i.e. chemical business along with its employees including Key Managerial Personnel, were transferred and vested to NPL with effect from the Appointed Date April 01,2022.

Accordingly, the statement containing the details of the Remuneration of Directors, KMPs and Employees as required in terms of provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is prepared considering the details of employees who continued with the Company and is appended as ''Annexure V’.

37. CHIEF EXECUTIVE OFFICER & CHIEF FINANCIAL OFFICER CERTIFICATION

In terms of Regulation 17(8) of the Listing Regulations, the Company has obtained Compliance Certificate from the Manager and the Chief Financial Officer.

38. MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED DURING THE FINANCIAL YEAR AND BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT - None

39. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation to the Customers, Vendors, Bankers, Shareholders, Central and State Governments and Regulatory Authorities for their continued co-operation and support. Your Directors also take this opportunity to acknowledge the dedicated efforts made by employees for their contribution to the achievements of the Company.

On behalf of Board of Directors

Ness N. Wadia

Chairman

Mumbai, July 31,2024 (DIN: 00036049)

---

Mar 31, 2023

DIRECTORS'' REPORT TO THE MEMBERS

The Directors take pleasure in presenting their Sixty-Ninth Annual Report on the business and operations of the Company and
the Audited Financial Statements for the year ended March 31,2023.

1. FINANCIAL RESULTS

Particulars	Financial Year Ended
	March 31, 2023	March 31, 2022
Total Income	189.29	28.74
Profit before tax and exceptional items	(23.79)	(297.86)
Exceptional Items	37,633.07	450.00
Profit before tax after exceptional items	37,609.28	152.14
Tax Expense	84.21	87.37
Net Profit after Tax	37,525.07	64.77
Dividend paid on Equity Shares*	287.35	718.38

2. DIVIDEND

Your Directors have recommended a dividend of
'' 1/- (10%) per equity share of '' 10.00 each for the
financial year 2022-23, to be paid, if declared by the
Members at the Annual General Meeting (AGM) to be
held on Tuesday, November 28, 2023. The total dividend
pay-out amounts to '' 57.47 lakhs.

3. TRANSFER TO RESERVES

During the year under review, no transfers were made to
reserves.

4. COMPOSITE SCHEME OF ARRANGEMENT

The Board of Directors at its meeting held on March
9, 2021 and September 20, 2022 approved the
draft Composite Scheme of Arrangement and the
amendments thereto respectively, amongst the
Company and Naperol Investments Limited (''the
Transferor Company’) and NPL Chemicals Limited (''the
Resulting Company’) and their respective shareholders
and creditors under Sections 230 to 232 of the
Companies Act, 2013 (''the Scheme’). The Scheme, inter
alia, provided for:

(a) the demerger, transfer and vesting of the
Demerged Undertaking (as defined in the Original
Composite Scheme) from the Company into the

Resulting Company on a going concern basis, and
the consequent issue of shares by the Resulting
Company in the manner set out in the Scheme;

(b) the amalgamation of the Transferor Company with
the Company in the manner set out in the Scheme;
and

(c) the reduction of the share capital of the Resulting
Company in the manner set out in this Scheme.

The Scheme was approved by the Hon’ble National
Company Law Tribunal, Mumbai Bench on
May 4, 2023. The Scheme was made effective on
September 11, 2023 upon receipt of all requisite
approvals, with the Appointed Date of the Scheme being
April 1, 2022. Pursuant to the Scheme, the name of
the Company will be changed to Naperol Investments
Limited or such other name as may be approved by the
Ministry of Corporate Affairs.

5. STATE OF COMPANY’S AFFAIRS

As per the revised financial statements for the year
ended March 31,2023, the gross sales and other income
for the year under review was '' 189.29 lakhs as against
'' 28.74 lakhs for the previous year. The profit before tax
was '' 37,609.28 lakhs which includes gain on transfer
of net assets on amalgamation of transferor company
of '' 37,337.44 lakhs shown in Exceptional Income and
the profit after tax was '' 37,525.07 lakhs for the year
under review as against '' 152.14 lakhs and '' 64.77
lakhs respectively, for the previous year.

6. CHANGE(S) IN THE NATURE OF BUSINESS, IF ANY

During the Financial Year 2022-23, there was no change
in the nature of business. However, pursuant to the
effectiveness of the Scheme on September 11, 2023,
the chemical business of the Company was transferred
and vested in NPL Chemicals Limited and Naperol
Investments Limited was amalgamated with the
Company, respectively, with effect from the Appointed
Date i.e. April 1,2022. The Company shall continue with
the investments and leasing business.

7. MATERIAL CHANGES AND COMMITMENTS IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED DURING THE FINANCIAL YEAR
AND BETWEEN THE END OF THE FINANCIAL YEAR TO
WHICH THIS FINANCIAL STATEMENTS RELATE AND
THE DATE OF THE REPORT

Pursuant to the Scheme becoming effective, the
Demerger is accounted in accordance with Ind AS
103 (Accounting for Business Combinations) and
as required by Ind AS 105. The amalgamation is
accounted as asset acquisition as it does not meet the
definition of "business" under Ind AS 103. Accordingly,
the difference between the fair value of financial assets
(net) and carrying value of investment in Transferor
Company is recognized in the statement of profit
and loss in accordance with applicable accounting
principles as prescribed under Companies (Indian
Accounting Standards) Rule, 2015 (Ind AS) as notified
under section 133 of Companies Act, 2013 ("the Act")
as amended from time to time and with generally
accepted accounting principle.

8. PUBLIC DEPOSITS

During the year under review, your Company has
neither accepted nor renewed any deposits from public
within the meaning of Section 73 of the Act, read with
Companies (Acceptance of Deposits) Rules, 2014.

9. DETAILS OF SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURES

As on March 31, 2023, the Company had two wholly
owned subsidiaries namely, Naperol Investments
Limited and NPL Chemicals Limited. Pursuant to the

effectiveness of the Scheme, Naperol Investments
Limited amalgamated into the Company and
accordingly ceased to be subsidiary of the Company
with effect from September 11,2023 and NPL Chemicals
Limited ceased to be the subsidiary of the Company
on September 27, 2023. Pursuant to the Scheme, the
accounting treatment of the cessation of subsidiaries
is given in the revised Financial Statements with effect
from the Appointed Date i.e. April 1,2022.

Thus, as on date there is no Subsidiary, Associate or
Joint Venture Company of the Company and hence the
reporting of highlights of performance of Subsidiaries,
Associates and Joint Venture companies and their
contribution to overall performance of the Company
pursuant to Rule 8(5)(iv) of the Companies (Accounts)
Rules, 2014 during the period is not applicable. The
provisions of Section 129(3) of the Act read with Rule
5 of The Companies (Accounts) Rules, 2014 pertaining
to AOC-1 and Section 136 pertaining to placing the
financials of the subsidiaries on the website of the
Company are not applicable.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2)(e) of the Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015
(hereinafter referred as ''Listing Regulations’), the
Management Discussion and Analysis Report for the
year under review, is presented in a separate section,
forming part of the Annual Report.

11. CORPORATE GOVERNANCE

In terms of Regulation 34 of Listing Regulations, a report
on Corporate Governance along with a Certificate from
a Practicing Company Secretary, regarding compliance
of the conditions of Corporate Governance, is appended
as ''Annexure I’.

12. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Pursuant to Regulation 34(2)(f) of the SEBI Listing
Regulations, 2015 read with SEBI Circular No. SEBI/
HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021,
Business Responsibility and Sustainability Report
(''BRSR’) for the financial year 2022-23, prepared
based on the framework of the National Guidelines
on Responsible Business Conduct and in the format
prescribed by SEBI, is appended as ''Annexure II’.

13. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the
Act read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014 and Schedule VII
to the Act, your Company has undertaken projects
in accordance with the CSR Policy. The details of the
CSR projects, unspent CSR amount and reason for the
amount being unspent are given in Annexure IN''.

14. DIVIDEND DISTRIBUTION POLICY

In accordance with Regulation 43A of the Listing
Regulations, the Company has formulated a Dividend
Distribution Policy which endeavors dual objective of
appropriate reward to shareholders through dividends
and ploughing back earnings to support sustained
growth. The policy is available on the website of the
Company at http://naperol.com/BoardPolicies.

15. RELATED PARTY TRANSACTIONS

The framework for dealing with related party
transactions is given in Clause No. 7(a) of the
Corporate Governance Report. During the year under
review, the Company did not enter into any contracts
/ arrangements / transactions with related parties
referred in Section 188(1) of the Act, read with the rules
made thereunder. All the related party transactions
were in the ordinary course of business and on an arm''s
length basis and therefore, disclosure in Form AOC-2 is
not applicable to the Company. There were no material
significant related party transactions entered into by the
Company during the year that required shareholders''
approval under Regulation 23 of the Listing Regulations.
The Related Party Transactions Policy as approved
by the Board has been uploaded on the Company''s
website. In accordance with Ind AS-24, the Related
Party Transactions are disclosed under Note No. 39 of
the Notes to Standalone Financial Statements for the
financial year 2022-23.

16. WHISTLE BLOWER POLICY

Pursuant to Section 177(9) and (10) of the Act and
Regulation 22 of the SEBI Listing Regulations, 2015,
your Company has adopted Whistle Blower Policy. The
details of the same are provided in Clause No. 7(c) of the
Corporate Governance Report.

17. RISK MANAGEMENT

Your Company has a well-defined risk management
policy. The Company has in place a mechanism to

inform the Board about the risk assessment and
minimization procedures and undertakes periodical
review of the same to ensure that the risks are identified
and controlled by means of properly defined framework.
The details of the Risk Management Committee and
policy are given in Clause No. 3(e) of the Corporate
Governance Report.

18. DETAILS OF BOARD MEETINGS

During the year, six (6) Board Meetings were held. The
details of the meetings are provided in Clause No. 2(b)
of the Corporate Governance Report.

19. BOARD COMMITTEES

The Board currently has five (5) committees, viz.,
Audit Committee, Nomination and Remuneration
Committee, Corporate Social Responsibility Committee,
Stakeholders'' Relationship Committee and Risk
Management Committee. Further, the Board had
dissolved the Strategy Advisory Committee effective
February 14, 2023 since the scope and terms of
reference of the Committee was fulfilled by the Board of
Directors.

All the recommendations made by the Committees
were accepted by the Board.

A detailed update on the Committees, its composition,
number of Committee meetings held and attendance of
the Directors at each meeting is provided in Clause No. 3
of the Corporate Governance Report.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Retirement by rotation

I n accordance with the provisions of Section 152 of
the Act and the Articles of Association of the Company,
Mr. Ness N. Wadia (DIN: 00036049), Chairman and
Non-Executive Director, retires by rotation at the
ensuing AGM and being eligible, offers himself for
re-appointment.

The Nomination and Remuneration Committee
and the Board of Directors at their Meeting held on
October 20, 2023, recommended the re-appointment of
Mr. Ness N. Wadia for approval of the Members at the
ensuing AGM of the Company.

The Board is of the opinion that Mr. Ness N. Wadia
possess the requisite knowledge, skills, expertise
and experience to contribute to the growth of the
Company. The Board recommends re-appointment of

Mr. Ness N. Wadia for the consideration of the
Members of the Company at the forthcoming AGM.
Brief Profile and other information of Mr. Ness N. Wadia
as required under Regulation 36(3) of Listing
Regulations and Secretarial Standard - 2 are given in
the Notice of the 69th AGM of the Company. The above
proposal for re-appointment forms part of the Notice of
the 69th AGM.

Re-designation and Appointment

The Board of Directors on February 7, 2023, based on
the recommendation of Nomination and Remuneration
Committee, appointed Ms. Parvathi Menon
(DIN: 02874749) as an Additional and Non-Executive
Independent Director of the Company for a period of
5 (five) years w.e.f February 7, 2023 upto

February 6, 2028, subject to approval of the Members.
Subsequently, the Members through Postal Ballot
on April 28, 2023, approved the appointment of Ms.
Parvathi Menon as Non-Executive Independent Director
of the Company for a period of 5 (five) years w.e.f
February 7, 2023 upto February 6, 2028.

The declaration has been given to the Company that
she meets the criteria of independence as required
under Section 149(6) of the Act and Listing Regulations.
Pursuant to the effectiveness of the Scheme,
Mr. Rajiv Arora (DIN - 08730235), CEO and Director,
was transferred to NPL Chemicals Limited with effect
from September 11, 2023. On recommendation of
Nomination and Remuneration Committee, the Board
of Directors on September 26, 2023, approved the
re-designation of Mr. Rajiv Arora as Non-Executive
Non-Independent Director, liable to retire by rotation.
The Board recommends re-designation of
Mr. Rajiv Arora for the consideration of the Members
of the Company at the forthcoming AGM. The relevant
details including profile of Mr. Rajiv Arora is included
separately in the Notice of AGM and Report on
Corporate Governance of the Company, forming part
of the Annual Report.

Cessation of Directors

During the year under review, Mr. S. Ragothaman ceased
to be Independent Director of the Company upon
completion of his second term effective August 10, 2022
and Mrs. Harshbeena Zaveri resigned as Independent
Director effective November 8, 2022. The Board places
on record its appreciation for the invaluable contribution

and guidance rendered by Mr. S. Ragothaman and
Mrs. Harshbeena Zaveri during their tenure as
Independent Directors of the Company.

Key Managerial Personnel

Mr. Conrad Fernandes, Chief Financial Officer of the
Company had tendered his resignation and was
relieved from his duties with effect from close of
business hours of May 31, 2023. The Board places on
record its appreciation for Mr. Conrad Fernandes for his
contribution during his tenure as Chief Financial Officer
of the Company.

Based on the recommendation of Nomination and
Remuneration Committee and approval of Audit
Committee, the Board of Directors approved the
appointment of Mr. Pravin Shetty as Chief Financial
Officer and Key Managerial Personnel of the Company
with effect from May 31,2023.

Pursuant to the effectiveness of the Scheme,
the services of Mr. Rajiv Arora, CEO, Mr. Pravin
Shetty, Chief Financial Officer and CS Heena Shah,
Company Secretary and Compliance Officer, were
transferred to NPL Chemicals Limited with effect from
September 11, 2023. On the recommendation of the
Nomination and Remuneration Committee and as
approved by the Board of Directors, Mr. Rajiv Arora
was re-designated from Whole time Director to
Non-Executive Non-Independent Director with effect
from September 26, 2023.

On the recommendation of the Nomination and
Remuneration Committee, the Board of Directors at
its Meeting held on October 20, 2023 appointed the
following Key Managerial Personnel of the Company
with effect from October 20, 2023:

i. Mr. Chirag Kothari as Manager,

ii. Mr. Shailesh Sawant as Chief Financial Officer and

iii. Mr. Arpit Maheshwari as Company Secretary and
Compliance Officer.

21. DECLARATION BY INDEPENDENT DIRECTORS:

Your Company has received the Declaration of
Independence from all the Independent Directors
stating that they meet the independence criteria as
prescribed under Section 149(6) of the Act, Rule 6
of The Companies (Appointment and Qualification
of Director) Rules, 2014 and Regulation 16(1 )(b)
of the Listing Regulations. Further, the Company’s
Independent Directors have affirmed that they have

followed the Code for Independent Directors as
outlined in Schedule IV to the Act.

22. BOARD EVALUATION

The details of evaluation of Directors, Committees and
Board as a whole are given in Clause No. 3(b) of the
Corporate Governance Report.

23. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of
Directors, to the best of their knowledge and ability,
confirm that:

1. in the preparation of the annual accounts, the
applicable accounting standards have been
followed and that there are no material departures;

2. they have selected such accounting policies and
applied them consistently and made judgements
and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs
of the Company as at the end of the financial year
and of the profit of the Company for that period;

3. they have taken proper and sufficient care for the
maintenance of adequate accounting records
in accordance with the provisions of this Act for
safeguarding the assets of the Company and
for preventing and detecting fraud and other
irregularities;

4. they have prepared the Annual Accounts on a
''going concern’ basis;

5. they have laid down internal financial controls
to be followed by the Company and that such
internal controls are adequate and were operating
effectively; and

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

24. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the
Companies Act, 2013, a copy of the Annual Return of the
Company is uploaded on the website of the Company at
(www.naperol.com)

25. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The details of adequacy of Internal Financial Controls
are given in the Management Discussion and
Analysis Report.

26. SHARE CAPITAL

During the year under review, there has been no change
in the authorised and paid-up share capital of the
Company. However, pursuant to the effectiveness of the
Scheme, the authorised share capital of the Company
increased to '' 25,50,00,000 being 2,55,00,000 equity
shares of '' 10/- each.

27. PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

Details of Loans, Guarantees and Investments covered
under the provisions of Section 186 of the Companies
Act, 2013, are given in Note No. 8 & 17 of the Notes to
the revised Financial Statements.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS OR TRIBUNALS

The Hon’ble National Company Law Tribunal
has approved the Scheme vide its order dated
May 4, 2023. SEBI/BSE has approved the Scheme on
September 11, 2023. Apart from the above, there has
been no significant and material orders passed by the
regulators, courts and tribunals impacting the going
concern status and the Company’s operations in future.

29. DETAILS OF APPLICATION MADE OR ANY
PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016, DURING THE YEAR
ALONGWITH THEIR STATUS AS AT THE END OF
FINANCIAL YEAR

There are no applications made or any proceeding
pending during the year under review under the
Insolvency and Bankruptcy Code, 2016.

30. DIFFERENCE BETWEEN AMOUNT OF VALUATION
DONE AT THE TIME OF ONE TIME SETTLEMENT AND
VALUATION DONE WHILE TAKING LOAN FROM THE
BANKS OR FINANCIAL INSTITUTIONS ALONGWITH
THE REASONS THEREOF

During the year under review, there was no instance of
one-time settlement with banks or financial institutions.

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

Upon the Scheme became effective with effect from
September 11, 2023, the demerged undertaking,
i.e. chemicals business is transferred and vested to

NPL Chemicals Limited with effect from Appointed Date
April 1,2022. Hence the data pertaining to Conservation
of Energy, Technology Absorption, is not applicable to
the Company. The details will be available in the Annual
Report of NPL Chemicals Limited. There were no
Foreign Exchange Earnings and Outgo for the remaining
business of the Company.

32. AUDITORS AND AUDIT REPORTS32.1 Statutory Auditors

M/s. Kalyaniwalla and Mistry LLP Chartered
Accountants, (FRN 104607W/W100166) has
been appointed as the Statutory Auditors of the
Company, for the first term of five (5) consecutive
years, from the conclusion of the Sixty-Eighth
(68th) Annual General Meeting (AGM) held on
September 13, 2022 upto the conclusion of
the Seventy-Third (73rd) AGM to be held in the
financial year 2027-28. The Statutory Auditors
have confirmed that they are not disqualified from
continuing as Auditors of the Company.

There are no qualifications, reservations or adverse
remarks made in the Statutory Auditors’ Report for
the financial year 2022-23.

32.2 Internal Auditors:

M/s. PKF Sridhar and Santhanam, LLP have carried
out Internal Audit of the Company for financial year
2022-23. The Board of Directors at their Meeting
held on February 14, 2023 have re-appointed
them as Internal Auditors of the Company for the
financial year 2023-24.

32.3 Cost Auditors

During the year under review, the cost records
were maintained pursuant to Section 148 of the
Act read with Rule 14 of the Companies (Cost
Records and Audit) Amendment Rules, 2014.
Pursuant to the effectiveness of the Scheme
and transfer and vesting of chemical business
undertaking to NPL Chemicals Limited effective
from September 11, 2023 with effect from
Appointed Date April 1,2022, the Cost Audit report
pertaining to Chemicals Business is addressed to
the Board of Directors of NPL Chemicals Limited.

Further the appointment of Cost Auditor and
obtaining of their Report is not applicable to the
Company for the Financial Year 2023-24.

32.4 Secretarial Auditors and Secretarial Audit Report

In terms of Section 204 of the Act and the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, M/s. Parikh
& Associates, Practicing Company Secretaries,
have been appointed as Secretarial Auditors of
the Company to carry out Secretarial Audit. The
Report of the Secretarial Auditors is appended as
''Annexure IV’.

The Company has complied with Secretarial
Standards issued by The Institute of Company
Secretaries of India on Board and General
Meetings.

There are no qualifications, reservations or adverse
remarks made in the Secretarial Auditors’ Report
for the financial year 2022-23.

33. REPORTING OF FRAUDS

During the year under review, the Auditors have not
reported any instances of frauds committed in the
Company by its Officers or Employees to the Audit
Committee under Section 143(12) of the Act.

34. PREVENTION OF SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE

The Company has constituted an Internal Complaints
Committee for providing a redressal mechanism
pertaining to sexual harassment of employees at
workplace. No complaints were received during the year
under review.

35. NOMINATION AND REMUNERATION POLICY

The details of the Company’s Nomination and
Remuneration Policy for Directors, Key Managerial
Personnel and other employees are given in Clause
No. 3(b) of the Corporate Governance Report
and is disclosed on the website of the Company
(https://naperol.com/BoardPolicies.php).

36. PARTICULARS OF EMPLOYEES

Upon the Scheme becoming effective, the demerged
undertaking, i.e. chemical business along with its
employees including Key Managerial Personnel, were
transferred and vested to NPL Chemical Limited
with effect from the Appointed Date April 1, 2022.

Accordingly, the statement containing the details of the
Remuneration of Directors, KMPs and Employees as
required in terms of provisions of Section 197(12) of the
Act read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, is prepared considering the details of employees
who continue with the Company and is appended as
''Annexure V’.

37. CHIEF EXECUTIVE OFFICER & CHIEF FINANCIAL
OFFICER CERTIFICATION

In terms of Regulation 17(8) of the Listing Regulations,
the Company has obtained Compliance Certificate from
the Manager and the Chief Financial Officer.

38. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere
appreciation to the Customers, Vendors, Bankers,
Shareholders, Central and State Governments and
Regulatory Authorities for their continued co-operation
and support. Your Directors also take this opportunity to
acknowledge the dedicated efforts made by employees
for their contribution to the achievements of the
Company.

On behalf of Board of Directors

Ness N. Wadia

Chairman

Mumbai, October 20, 2023 (DIN: 00036049)

---

Mar 31, 2018

DIRECTORS’ REPORT TO THE MEMBERS

The Directors take pleasure in presenting their Sixty-Fourth Annual Report on the business and operations of the Company and the Audited Financial Statements for the year ended 31^st March, 2018.

1. FINANCIAL RESULTS

(Rs, in lacs)

Particulars	Financial Year Ended
	Standalone		Consolidated
	31/03/2018	31/03/2017	31/03/2018	31/03/2017
Revenue from Operations (Gross of Excise) and Other Income	32,056.69	26,776.20	32,132.42	26,854.89
Profit before tax and exceptional items	14,516.69	6,473.41	14,591.55	6,551.23
Exceptional Items	(105.92)	768.94	(105.92)	768.94
Profit before tax after exceptional items	14,622.61	5,704.47	14,697.47	5,782.29
Tax	5,110.94	1,916.21	5,113.76	1,918.78
Net Profit after Tax	9,511.67	3,788.26	9,583.71	3,863.51
Dividend paid on Equity Shares (Rs, 34 Per Share for FY 2016-17 and Rs, 10 Per Share for FY 2015-16)	1,953.98	574.70	1,953.98	574.70
Dividend Distribution Tax	397.79	117.01	397.79	117.01

Note: The financial results for the year ended 31^st March, 2018, are in compliance with the Indian Accounting Standards (Ind AS) and accordingly, the results for the previous year ended 31^st March, 2017 have been restated.

2. DIVIDEND

Your Directors have recommended a dividend of Rs, 65/- per equity share of Rs, 10/- each for the Financial Year 2017-18, to be paid, if declared by the members at the Annual General Meeting to be held on 2^nd August, 2018.

3. TRANSFER TO RESERVES

During the current financial year, no transfers were made to reserves.

4. STATE OF COMPANY’S AFFAIRS

The gross sales and other income for the year under review were Rs, 32,056.69 lacs as against Rs, 26,776.20 lacs for the previous year, registering increase of 19.72%. The profit before tax was Rs, 14,622.61 lacs (after interest and depreciation charges of Rs, 969.75 lacs) and the profit after tax was Rs, 9,511.67 lacs for the year under review as against Rs, 5,704.47 lacs and Rs, 3,788.26 lacs respectively, for the previous year, registering increase of 156.34% and 151.08% respectively.

The Company produced 1,03,059 MT of Hydrogen Peroxide, during the year under review, as compared to 93,564 MT during the previous year. The production was higher during the year due to improved plant efficiency.

The Company sold 1,00,365 MT of Hydrogen Peroxide during the year under review, as against 96,195 MT during the previous year. The Company continues to maintain its prime position in the market and held 39% market share during the year as compared to 38% during the previous year.

1.16 Million Cubic Meters (MCM) of Hydrogen Gas were also sold during the year as against 1.26 MCM during the previous year.

During the financial year, the Company’s management has identified instances of embezzlement of its funds by certain employees of the Company, including senior management employees, whose services have since been terminated. Based on the management’s scrutiny and the forensic investigation, the Company has initiated criminal proceedings against these employees including filing of FIR and application for other appropriate action with the Joint Commissioner of Police, Economic Offences Wing.

In view of embezzlement that has occurred, systems and controls have been further strengthened.

5. CHANGE(S) IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business carried on by the Company and its subsidiary. The Company has not changed the class of business in which the Company has an interest.

6. 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.

7. SAFETY & ENVIRONMENT

The Company continues to maintain a good safety and environmental record. There was no lost time injury during the Financial Year 2017-18. It has worked for 791 days without Lost Time Injury as on 31^st March, 2018.

8. INSURANCE

All the properties of the Company, including buildings, plant and machinery, stocks and materials have been adequately insured. The Company also has a public liability insurance policy as per the Public Liability Insurance Act, 1991.

9. FIXED DEPOSITS

The Company does not accept fresh deposits at present, and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

10. DETAILS OF SUBSIDIARIES, JOINT VENTURES, ASSOCIATE COMPANIES AND HOLDING COMPANY

Naperol Investments Limited (Naperol) is the only subsidiary of the Company. There were no joint ventures and associate companies.

Pursuant to Section 129(3) of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of Naperol (in Form AOC-1) forms part of the Consolidated Financial Statements. Pursuant to Section 136 of the Companies Act, 2013, the Company is exempted from attaching to its Annual Report, the Annual Report of Naperol.

The Audited Financial Statements of the subsidiary company are kept open for inspection by the Members at the Head Office of the Company. The Company shall provide free of cost, a copy of the financial statements of its subsidiary company to the Members upon their request. The statements are also available on the website of the Company at www.naperol.com.

Pursuant to the scheme of arrangement sanctioned by National Company Law Tribunal vide its order dated 22^nd June, 2017, and filed with Registrar of Companies on 2^nd August, 2017, N.W. Exports Limited and Sunflower Investments and Textiles Limited, both having investment in Macrofil Investments Limited, has been amalgamated into Nowrosjee Wadia and Sons Limited (“NWS”). Post-merger, NWS became the holding company of Macrofil Investments Limited which holds 33.38% shareholding in the Company. Accordingly, NWS has become the holding Company of the Company w.e.f. 2^nd August, 2017.

11. PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY COMPANY, NAPEROL INVESTMENTS LIMITED

Naperol Investments Limited was incorporated on 6^th May, 1980 and is registered as a Non-Banking Financial Company as provided by Section 45-IA of the Reserve Bank of India Act, 1934. The Company is engaged in the business of long term investment. During the year under review, the Company earned a profit after tax of '' 72.04 lacs as against '' 75.25 lacs in the previous year.

12. CONSOLIDATED FINANCIAL STATEMENTS

The Company has prepared Consolidated Financial Statements (CFS) in accordance with the applicable Accounting Standards as prescribed under the Companies (Accounts) Rules, 2014, of the Companies Act, 2013. The Consolidated Financial Results reflect the results of the Company and its subsidiary. As required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Audited CFS together with the Independent Auditors’ Report thereon are annexed and form part of this Report. The summarized Consolidated Financial Results are provided above at point no. 1 of this Report.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is appended as Annexure I.

14. CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance in terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been complied with.

A separate report on Corporate Governance along with a Certificate from a Practicing Company Secretary, regarding compliance of the conditions of Corporate Governance, is appended as Annexure II.

15. CORPORATE SOCIAL RESPONSIBILITY

The Company has spent '' 80,00,000/- towards its Corporate Social Responsibility (CSR) activities during the Financial Year 2017-18 as per the provisions of the Companies Act, 2013.

The CSR Policy of the Company and the details about the development of CSR Policy and initiatives taken by the Company on Corporate Social Responsibility during the year as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 are appended as Annexure III.

16. DETAILS OF BOARD MEETINGS

During the year, 9 Board Meetings were held, details of which are provided in the Corporate Governance Report.

17. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in Form MGT-9 is appended as Annexure IV.

18. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

2. they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for that period;

3. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. they have prepared the Annual Accounts on a ‘going concern’ basis;

5. they have laid down internal financial controls to be followed by the Company and that such internal controls are adequate and were operating effectively; and

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

19. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Internal Audit plays a key role in providing an assurance to the Board of Directors with respect to the Company having adequate Internal Control Systems. The Internal Control Systems provide, among other things, reasonable assurance of recording the transactions of its operations in all material respects and of providing protection against significant misuse or loss of Company’s assets. The details about the adequacy of Internal Financial Controls are provided in the Management Discussion and Analysis Report.

20. STATUTORY AUDITORS

M/s. S. B. Billimoria & Co., Chartered Accountants (ICAI Registration No. 101496W), Statutory Auditors of the Company, ceased to hold office on the conclusion of the Annual General Meeting (AGM) held on 9^th August, 2017, as required by mandatory rotation of the Auditors under the Companies Act, 2013.

M/s. Price Waterhouse Chartered Accountants LLP (PW) (FRN. 012754N/N500016), have been appointed as the Statutory Auditors of the Company, from the conclusion of the AGM held on 9^th August, 2017, up to the conclusion of the AGM to be held in the financial year 2022-23 subject to ratification of their appointment at every AGM. However, pursuant to the Companies (Amendment) Act, 2017, which was notified on 7^th May, 2018, the provision related to ratification of appointment of auditors by Members at every AGM has been done away with.

There are no qualifications, reservations or adverse remarks made in the Statutory Auditors’ Report.

21. COST AUDIT

Pursuant to Section 148 of the Companies Act, 2013, read with Rule 14 of the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost records of the Company are required to be audited. The Board of Directors, on the recommendation of the Audit Committee, appointed M/s. D. C. Dave & Co., Cost Accountants, to audit the cost records of the Company for the financial year ending 31^st March, 2018, on a remuneration of '' 4,00,000/- plus applicable taxes and reimbursement of travelling and out-of-pocket expenses as incurred by them for the purpose of Audit. The remuneration payable to the Cost Auditor is required to be ratified by the shareholders at this AGM.

22. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Parikh & Associates, Practicing Company Secretaries, have been appointed as Secretarial Auditors of the Company to carry out Secretarial Audit. The Report of the Secretarial Auditors is appended as Annexure V.

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings.

There are no qualifications, reservations or adverse remarks made in the Secretarial Auditors’ Report. The observations made by the Secretarial Auditors are self-explanatory.

23. RELATED PARTY TRANSACTIONS

The Company’s policy on dealing with Related Party Transactions is disclosed on the Company’s website (we blink: http://www. naperol.com/pdf/board policies/RPT_Policy.pdf). All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year were in the ordinary course of business and on an arm’s length basis and do not attract the provisions of Section 188 of the Companies Act, 2013.

During the year, the Company had not entered into any contract/ arrangement /transactions with related parties which could be considered as material. The related party transactions are disclosed under Note No. 41 of the Notes to Standalone Financial Statements for the year 2017-18.

24. AUDIT COMMITTEE

The Audit Committee of the Company comprises of 3 Independent Directors. The details are provided in the Corporate Governance Report.

Pursuant to the requirements of the Companies Act, 2013, the Company has established vigil mechanism through the Audit Committee for directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or Ethics Policy.

The vigil mechanism provides for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.

The details of establishment of such mechanism is also disclosed on the Company’s website (we blink: http://naperol.com/pdf/ board policies/Whistle-Blower-policy.pdf).

25. RISK MANAGEMENT POLICY

The Company has formulated a Risk Assessment & Management Policy. The details of Risk Management are covered in the Corporate Governance Report.

26. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Dr. (Mrs.) Minnie Bodhanwala, Director, retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers herself for re-appointment.

Mr. S. R. Lohokare was re-appointed as Managing Director of the Company for a term of five years with effect from 1^st May, 2013, by the Members, at the AGM held on 14^th August, 2013. His services were terminated by the Board of Directors w.e.f. 15^th December, 2017.

Mr. Suresh Khurana was appointed as an Additional Director of the Company to hold office upto the date of this Annual General Meeting. He was also appointed as Whole-Time Director of the Company to be designated as Chief Executive Officer and Director for a period of three years w.e.f. 15^th December, 2017.

Necessary resolutions for the re-appointment of Dr. (Mrs.) Minnie Bodhanwala and appointment of Mr. Suresh Khurana have been included in the Notice convening the ensuing AGM and requisite details have been provided in the explanatory statement to the Notice. Your Directors commend their appointment.

All the Independent Directors have given a declaration under Section 149(7) of the Companies Act, 2013 (“Act”) that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Key Managerial Personnel

Ms. Seema Jagnani resigned as Company Secretary & Compliance Officer, w.e.f. 13^th November, 2017. Mr. Jitendra Prasad was appointed as Company Secretary & Compliance Officer w.e.f. 14^th November, 2017. He resigned w.e.f. 28^th December, 2017. The Company is in the process of appointing a Company Secretary & Compliance Officer who is expected to join in due course.

27. NOMINATION AND REMUNERATION POLICY

The Board has adopted, on the recommendation of the Nomination & Remuneration Committee, a policy for selection and appointment of Directors, Senior Management and their remuneration. A brief detail of the policy is given in the Corporate Governance Report and also posted on the Company’s website (we blink: http://www.naperol.com/pdf/boardpolicies/ Nomination_Policy.pdf).

28. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the Directors individually and all Committees of the Board The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

29. PARTICULARS OF EMPLOYEES

The information in terms of provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, which forms part of this Report, is appended as Annexure VI.

However, as per the provisions of Section 136 of the Companies Act, 2013, the report and accounts are being sent to the Members and others entitled thereto, excluding the information on employees’ particulars as required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, which is available for inspection by the Members at the Head Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, are given in Note No. 13 of the Notes to the Standalone Financial Statements.

31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There have been no significant and material orders passed by the regulators, courts and tribunals impacting the going concern status and the Company’s operations in future.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is appended as Annexure VII.

33. DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy is currently not applicable to the Company, since the Company does not fall under the top five hundred listed entities as on 31^st March, 2018. However, this Policy has been adopted on a voluntary basis, as recommended under Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy is posted on the Company’s website (we blink: http://naperol.com/pdf/boardpolicies/Dividend_Distribution_Policy.pdf).

34. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation to the Customers, Vendors, Bankers, Shareholders, Central and State Governments and Regulatory Authorities for their continued co-operation and support.

Your Directors also take this opportunity to acknowledge the dedicated efforts made by employees for their contribution to the success achieved by the Company.

On behalf of the Board of Directors

NESS N. WADIA

Chairman

(DIN: 00036049)

Mumbai, 24^th May, 2018

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Mar 31, 2017

DIRECTORS’ REPORT TO THE MEMBERS

The Directors take pleasure in presenting their Sixty-Third Annual Report on the business and operations of the Company and the Audited Financial Statements for the year ended 31^st March, 2017.

1. FINANCIAL RESULTS

('' in lacs)

Particulars	Financial Year Ended
	Standalone		Consolidated
	31/03/2017	31/03/2016	31/03/2017	31/03/2016
Revenue from Operations (Net of Excise) and Other Income	26,149.06	24,161.23	26,195.29	24,211.11
Exceptional Items	393.33	(91.53)	393.33	(91.53)
Earnings before Interest, Tax, Depreciation & Amortisation (EBITDA)	7,660.61	4,304.15	7,705.98	4,353.28
Finance Charges	213.49	538.50	213.49	538.50
Depreciation	892.73	895.60	892.73	895.60
Provision for Tax (including for earlier years):
(Less) Current Tax	2,075.00	851.00	2,075.06	852.32
(Less) Deferred Tax	155.98	196.03	155.98	196.03
(Less) (Excess)/Short Provision for Tax relating to prior years	(461.43)	25.94	(462.26)	25.94
Net Profit After Tax	4,784.84	1,797.08	4,830.98	1,844.89
Profit brought forward from previous year	18,140.56	17,035.18	18,341.53	17,203.07
Surplus available for Appropriations	22,925.40	18,832.26	23,172.51	19,047.96
Appropriations to:
Proposed Dividend	—	574.70	—	574.70
Dividend Distribution Tax	—	117.00	—	117.00
Transferred to General Reserve	—	—	4.54	4.91
Transferred to Special Reserve u/s. 45IC of the RBI Act, 1934	—		9.07	9.82
Profit carried to Balance Sheet	22,925.40	18,140.56	23,158.90	18,341.53

2. DIVIDEND

Your Directors have recommended a dividend of Rs, 34/- per equity share of Rs, 10/- each for the Financial Year 2016-17, to be paid, if declared by the members at the Annual General Meeting to be held on 9^th August, 2017.

3. TRANSFER TO RESERVES

During the current financial year, no transfers were made to reserves.

4. STATE OF COMPANY’S AFFAIRS

The gross sales and other income for the year under review were Rs, 26,149 lacs as against Rs, 24,161 lacs for the previous year, registering increase of 8.2%. The profit before tax was Rs, 6,554 lacs (after interest and depreciation charges of Rs, 1,106 lacs) and the profit after tax was Rs, 4,785 lacs for the year under review as against Rs, 2,870 lacs and Rs, 1,797 lacs respectively, for the previous year, registering increase of 128% and 166% respectively.

The Company produced 93,564 MT of Hydrogen Peroxide, during the year under review, as compared to 97,637 MT during the previous year. The production was lower during the year due to two shutdowns taken to effect technical changes and bringing the heat recovery system in line and also due to building of inventory as a result of demonetization. The heat recovery system is expected to result in significant savings in future and reduce Greenhouse Gas Emissions.

The Company sold 96,195 MT of Hydrogen Peroxide during the year under review, as against 96,846 MT during the previous year. The Company continues to maintain its prime position in the market and held 38% market share during the year as compared to 42% during the previous year due to large quantum of imports.

1.26 Million Cubic Meters (MCM) of Hydrogen Gas were also sold during the year as against 2.76 MCM during the previous year.

5. CHANGE(S) IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business carried on by the Company and of its subsidiary. The Company has not changed the class of business in which the Company has an interest.

6. 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.

7. AWARDS AND RECOGNITION

The Company received the following awards during 2016-17:

Name of Award	Award Received from
Certificate of Merit for Excellence of Management of Health, Safety & Environment, for the year 2015	Indian Chemical Council, Mumbai
Certificate of Appreciation in recognition of appreciable achievement in Occupational Safety and Health during Assessment Period of Three Years (2012-2014)	National Safety Council

8. SAFETY & ENVIRONMENT

The Company continues to maintain a good safety and environmental record. There was no lost time injury during the FY 2016-17. It has worked for 426 days without Lost Time Injury as on 31^st March, 2017.

9. INSURANCE

All the properties of the Company, including buildings, plant and machinery, stocks and materials have been adequately insured. The Company also has a public liability insurance policy as per the Public Liability Insurance Act, 1991.

10. FIXED DEPOSITS

The Company does not accept fresh deposits at present, and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

11. DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Naperol Investments Limited (Naperol) is the only subsidiary of the Company. There were no joint ventures and associate companies.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of Naperol (in Form AOC-1) forms part of the Consolidated Financial Statements. Pursuant to Section 136 of the Companies Act, 2013, the Company is exempted from attaching to its Annual Report, the Annual Report of Naperol.

The Audited Financial Statements of the subsidiary company are kept open for inspection by the Members at the Head Office of the Company. The Company shall provide free of cost, a copy of the financial statements of its subsidiary company to the Members upon their request. The statements are also available on the website of the Company at www.naperol.com.

12. PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY COMPANY, NAPEROL INVESTMENTS LIMITED

Naperol Investments Limited was incorporated on 6^th May, 1980 and is registered as a Non-Banking Financial Company as provided by Section 45-IA of the Reserve Bank of India Act, 1934. The Company is engaged in the business of long term investment. During the year under review, the Company earned a profit after tax of Rs, 46.14 Lacs as against Rs, 47.81 Lacs in 2015-16.

13. CONSOLIDATED FINANCIAL STATEMENTS

The Company has prepared Consolidated Financial Statements (CFS) in accordance with the applicable Accounting Standards as prescribed under the Companies (Accounts) Rules, 2014, of the Companies Act, 2013. The Consolidated Financial Results reflect the results of the Company and its subsidiary. As required under Regulation 34 of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, the Audited CFS together with the Independent Auditors’ Report thereon are annexed and form part of this Report. The summarized Consolidated Financial Results are provided above at point no. 1 of this Report.

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is appended as Annexure I.

15. CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance in terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been complied with.

A separate report on Corporate Governance along with a Certificate from a Practicing Company Secretary, regarding compliance of the conditions of Corporate Governance, is appended as Annexure II.

16. CORPORATE SOCIAL RESPONSIBILITY

The Company had spent Rs, 74,04,588/- towards its Corporate Social Responsibility (CSR) activities during the Financial Year 2016-17 as per the provisions of the Companies Act, 2013.

The CSR Policy of the Company and the details about the development of CSR Policy and initiatives taken by the Company on Corporate Social Responsibility during the year as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been appended as Annexure III.

17. DETAILS OF BOARD MEETINGS

During the year, five Board Meetings were held, details of which are provided in the Corporate Governance Report.

18. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Internal Audit plays a key role in providing an assurance to the Board of Directors with respect to the Company having adequate Internal Control Systems. The Internal Control Systems provide, among other things, reasonable assurance of recording the transactions of its operations in all material respects and of providing protection against significant misuse or loss of Company’s assets. The details about the adequacy of Internal Financial Controls are provided in the Management Discussion and Analysis Report.

19. SHARE CAPITAL

The paid-up Equity Share Capital as on 31^st March, 2017 was Rs, 574.70 Lacs. During the year under review, there has been no change in the paid-up Equity Share Capital of the Company.

However, Solvay S. A., one of the promoters of the Company had transferred its entire holding of 14,42,500 (25.10%) shares by inter-se promoter transfer to other promoters, viz. Nowrosjee Wadia & Sons Limited and Mr. Nusli N. Wadia. Accordingly, Solvay S. A. has ceased to be a promoter of the Company as on 31^st March, 2017.

20. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in Form MGT-9 is appended as Annexure IV.

21. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm that:

1. i n the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

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

3. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. they have prepared the Annual Accounts on a ‘going concern’ basis;

5. they have laid down internal financial controls to be followed by the Company and that such internal controls are adequate and were operating effectively; and

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2016-17.

22. STATUTORY AUDITORS

M/s. S. B. Billimoria & Co., Chartered Accountants (ICAI Registration No. 101496W), Statutory Auditors of the Company, will cease to hold office on the conclusion of the ensuing Annual General Meeting (AGM) as required by mandatory rotation of the Auditors under the Companies Act, 2013.

The Audit Committee recommended to the Board for approval, the appointment of M/s. Price Waterhouse Chartered Accountants LLP (PW) (FRN. 012754N/N500016) as Statutory Auditors. The Board has approved the appointment of PW for a period of 5 (five) years, subject to the approval of the shareholders at the ensuing AGM.

PW are eligible for appointment as Statutory Auditors, under Section 141 of the Companies Act, 2013 and the rules framed there under. Members are requested to consider their appointment from the conclusion of the ensuing AGM up to the conclusion of the AGM to be held in the financial year 2022-23, subject to ratification by the Members at every AGM as per the provisions of the Companies Act, 2013.

There are no qualifications, reservations or adverse remarks made in the Statutory Auditors’ Report.

23. COST AUDIT

As per the Cost Audit Orders, Cost Audit is applicable to the Company’s organic & inorganic chemicals and industrial gases products/ business of the Company for the financial year 2017-18.

In view of the same and in terms of the provisions of Section 148 and other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s. D. C. Dave & Co., Cost Accountants (ICWA Registration No. 000023), have been appointed as Cost Auditors to conduct the audit of cost records of the Company for the financial year 2017-18. The remuneration of '' 4,00,000/- plus applicable service tax and re-imbursement of travelling and out-of-pocket expenses incurred by them, which is proposed to be paid to them, requires ratification of the Members at the ensuing Annual General Meeting.

The Company has submitted its Cost Audit Report for the financial year 2015-16 to the Ministry of Corporate Affairs within the stipulated time period.

There are no qualifications, reservations or adverse remarks made in the Cost Auditors’ Report.

24. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Parikh & Associates, Practicing Company Secretaries, have been appointed as Secretarial Auditors of the Company to carry out Secretarial Audit. The Report of the Secretarial Auditors is appended as Annexure V.

There are no qualifications, reservations or adverse remarks made in the Secretarial Auditors’ Report.

25. LISTING OF SHARES

The equity shares of the Company are listed on BSE Limited, situated at Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001.

The Company has paid necessary listing fees to BSE Limited as prescribed by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

26. RELATED PARTY TRANSACTIONS

The Company’s policy on dealing with Related Party Transactions is disclosed on the Company’s website (we blink: http://www.naperol.com/pdf/boardpolicies/RPT_Policy.pdf). All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year were in the ordinary course of business and on an arm’s length basis and do not attract the provisions of Section 188 of the Companies Act, 2013.

During the year, the Company had not entered into any contract/arrangement/transactions with related parties which could be considered as material. The related party transactions are disclosed under Note No. 30 of the Notes to Financial Statements for the year 2016-17.

27. AUDIT COMMITTEE

The Audit Committee of the Company comprises of 3 Independent Directors. The details are provided in the Corporate Governance Report.

Pursuant to the requirements of the Companies Act, 2013, the Company has established vigil mechanism through the Audit Committee for directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct or Ethics Policy.

The vigil mechanism provides for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.

The details of establishment of such mechanism is also disclosed on the Company’s website (we blink: http://naperol.com/pdf/ board policies/Whistle-Blower-policy.pdf).

28. RISK MANAGEMENT POLICY

The Company has formulated a Risk Assessment & Management Policy. The details of the Risk Management are covered in the Corporate Governance Report.

29. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ness N. Wadia, Director, retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment.

Mr. S. R. Lohokare has been re-appointed as Managing Director of the Company for a term of three years with effect from 1^st May, 2018 by the Board of Directors subject to the approval of the Members, which is being sought at the ensuing AGM.

Necessary resolutions for the re-appointment of Mr. Ness N. Wadia and Mr. S. R. Lohokare have been included in the Notice convening the ensuing AGM and requisite details have been provided in the explanatory statement to the Notice. Your Directors commend their re-appointment.

All the Independent Directors have given a declaration under Section 149(7) of the Companies Act, 2013 (“Act”) that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Key Managerial Personnel

Mr. Sunil Londhe resigned as Chief Financial Officer w.e.f. 31^st August, 2016.

The Board of Directors had, on the recommendation of the Nomination & Remuneration Committee, appointed Mr. Shailesh Chauhan as Chief Financial Officer w.e.f. 11^th November, 2016.

30. NOMINATION AND REMUNERATION POLICY

The Board has adopted, on the recommendation of the Nomination & Remuneration Committee, a policy for selection and appointment of Directors, Senior Management and their remuneration. A brief detail of the policy is given in the Corporate Governance Report and also posted on the Company’s website (we blink: http://www.naperol.com/pdf/boardpolicies/Nomination_ Policy.pdf).

31. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the Directors individually as well the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders’ Relationship Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

32. PARTICULARS OF EMPLOYEES

The information in terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, which forms part of this Report, is appended as Annexure VI.

However, as per the provisions of Section 136 of the Act, the report and accounts are being sent to the Members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the Members at the Head Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

33. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in Note No. 18 of the Notes to the Financial Statements.

34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There have been no significant and material orders passed by the regulators, courts and tribunals impacting the going concern status and the Company’s operations in future.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is appended as Annexure VII.

36. CLIMATE CHANGE AND GREENHOUSE GAS EMISSIONS

The details on climate change and greenhouse gas emissions are appended as Annexure VIII.

37. DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy is currently not applicable to the Company, since the Company does not fall under the top five hundred listed entities as on 31^st March, 2017. However, this Policy has been adopted on a voluntary basis, as recommended under Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy is posted on the Company’s website (we blink: http://naperol.com/pdf/boardpolicies/Dividend_Distribution_Policy.pdf).

38. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation to the Customers, Vendors, Bankers, Shareholders, Central and State Governments and Regulatory Authorities for their continued co-operation and support.

Your Directors also take this opportunity to acknowledge the dedicated efforts made by employees for their contribution to the success achieved by the Company.

On behalf of the Board of Directors

NESS N. WADIA

Chairman

Mumbai, 23^rd May, 2017

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Mar 31, 2014

The Directors take pleasure in presenting their Report on the business and operations of the Company and the Financial Accounts for the year ended 31st March, 2014.

1. FINANCIAL RESULTS

For the year ended For the year ended

31st March, 2014 31st March, 2013 (in lac) (in lac)

Gross Turnover
Profit before Interest & Depreciation 6,713.39 7,178.95

Less: Interest 21.65 34.72

Profit before Depreciation 6,691.74 7,144.23

Less: Depreciation 973.44 1,100.23

5,718.30 6,044.00

Exceptional Items 119.56 -

Profit before Tax 5,837.86 6,044.00

Less: Provision For Tax:

Current Tax 1,928.00 1,932.00

Deferred Tax 48.03 131.35

Profit after Tax 3,861.83 3,980.65

Balance brought forward from previous year 14,332.94 11,753.64

AMOUNT AVAILABLE FOR APPROPRIATIONS 18,194.77 15,734.28

Appropriations:

Proposed Dividend 862.05 862.05

Corporate Dividend Tax 146.51 140.30

Transfer to General Reserve 387.00 399.00

Balance carried to Balance Sheet 16,799.21 14,332.93

18,194.77 15,734.28

YEAR IN RETROSPECT

The gross sales and other income for the year under review were Rs. 24,063 lac as against Rs. 21,731 lac for the previous year, registering an increase of 11%. The profit before tax was Rs. 5,838 lac (after interest and depreciation charges of Rs. 995 lac) and the profit after tax was Rs. 3,862 lac for the year under review as against 6,044 lac and Rs. 3,981 lac respectively, for the previous year, registering decrease of 3% and 3% respectively.

The increase in sales was due to a significant increase in the sales price of Hydrogen Peroxide and Hydrogen Gas.

2. DIVIDEND

Considering the Company''s performance, the Board of Directors recommends a dividend of Rs. 15/- per equity share of Rs. 10/- each for the year ended 31st March, 2014 to be paid, if declared by the members at the Annual General Meeting to be held on 11th August, 2014.

3. OPERATIONS

The Company produced the highest ever quantity of 83,931 MT of Hydrogen Peroxide, during the year under review, as compared to 79,127 MT during the previous year.

The Company sold 78,295 MT of Hydrogen Peroxide during the year under review, as against 80,334 MT during the previous year, due to restricted sales to build inventory for the expansion shutdown. In addition, the Company imported and sold 1,680 MT of Hydrogen Peroxide, during the year. The Company continues to maintain its prime position in the market and held 40% market share during the year.

4.07 Million Cubic Meters (MCM) of Hydrogen Gas were also sold during the year as against 4.28 MCM during the previous year. The sale of Hydrogen Gas was lower due to lower availability of Natural Gas, which is a key input in its production.

As per the contract with GAIL Ltd., price of Natural Gas continued to rise during the year, resulting in increased cost of production. From January 2014, the gas price has become fully variable with Japanese Crude Cocktail, as per agreed formula. Further change in gas price will depend on change in Japanese crude oil price. There were problems of gas availability during the year, as GAIL Ltd. declared force majeure due to pipeline problems. As a result, both the supply and price of Natural Gas were affected.

Since the Company is debt free, the cash surplus has been invested in financial instruments. The interest & dividend income on account of such investments amounts to Rs. 508 lac. As a result, the other income of the Company was Rs. 611 lac as against Rs. 507 lac in the previous year.

During the year under review, your Company continued its plant expansion activities to increase the capacity of the Hydrogen Peroxide Plant from 84,000 MTPA to 95,000 MTPA. The Kalyan plant was shut down on 28th April, 2014 to bring the expanded capacity on line. The shutdown is planned for a period of 60 days and the plant is expected to come back on stream by end June 2014. The stock of Hydrogen Peroxide increased by 5,638 MT during the year, to meet the requirements of the customers during the shutdown.

4. AWARDS AND RECOGNITION

The Company received the following awards during the year 2013-14:

i. National Safety Award under Scheme VII (Lowest Average Frequency Rate) from Government of India, Ministry of Labour

& Employment, for the year 2011. ii. National Safety Award under Scheme VIII (Accident Free Year) from Government of India, Ministry of Labour & Employment,

for the year 2011. iii. Certificate of Merit for achieving Zero Accident Frequency Rate from National Safety Council – Maharashtra Chapter,

Mumbai, for the year 2012.

5. SAFETY & ENVIRONMENT

The Company continues to maintain a good safety and environmental record and has worked for 87 days without Lost Time Injury as on 31st March, 2014.

6. INSURANCE

All the properties of the Company, including buildings, plant and machinery, stocks and materials have been adequately insured. The Company also has a public liability insurance policy as per the Public Liability Insurance Act, 1991.

7. FIXED DEPOSITS

There are no outstanding or unclaimed deposits as on 31st March, 2014. The Company does not accept fresh deposits at present.

8. DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the Company''s Articles of Association, Mr. Ness N. Wadia retires by rotation and being eligible, offers himself for re-appointment.

Mr. S. Ragothaman was appointed as Additional Director, w.e.f. 29th August, 2013. He holds office up to the date of the ensuing Annual General Meeting. Mr. Ragothaman, with his experience and in-depth knowledge, of the finance sector would be an advantage to the Company.

Mr. D. N. Mehta resigned from the Board w.e.f. 10th March, 2014. The Board places on record its appreciation for the valuable contribution made by Mr. Mehta during his association with the Company as a Director.

Mr. K. N. Suntook resigned from the Board w.e.f. 25th April, 2014. The Board places on record its appreciation for the valuable contribution made and services rendered by Mr. Suntook, towards the growth of the Company, during his long association with

the Company as a Director.

Mr. R. Batra, Mr. N. P. Ghanekar and Mr. S. Ragothaman, directors of the Company, are being appointed as independent directors for five consecutive years from the date of the ensuing Annual General Meeting as per provisions of Section 149 and other

applicable provisions of the Companies Act, 2013.

Necessary resolutions for the appointment/re-appointment of the aforesaid directors have been included in the notice convening the ensuing AGM and details of the proposal for appointment/re-appointment are mentioned in the explanatory statement of the notice. Your directors commend their appointment/re-appointment. All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 274(1)(g) of the Companies Act, 1956 and

Section 164(2) of the Companies Act, 2013.

9. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 (''the Act''), the Directors, based on the representations received from

the Operating Management, confirm that -

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no

material departures; ii. they have, in selection of accounting policies, consulted the statutory auditors and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit of the Company for the year ended 31st March, 2014; iii. they have taken proper and sufficient care to the best of their knowledge and ability 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. they have prepared the Annual Accounts on a going concern basis.

10. CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance in terms of Clause 49 of the Listing Agreement, with BSE Ltd. (previous name - Bombay Stock Exchange Limited) have been complied with. A separate report on Corporate Governance is being incorporated as a part of the Annual Report along with a Certificate from a Practicing Company Secretary, regarding compliance of the conditions of Corporate Governance, which is annexed to the Directors'' Report.

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

As required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are annexed as Annexure A.

12. CLIMATE CHANGE AND GREENHOUSE GAS EMISSIONS

The details on climate change and greenhouse gas emissions are annexed as Annexure B.

13. CORPORATE SOCIAL RESPONSIBILITY

The Company donated a sum of Rs. 1.30 crores to Sir Ness Wadia Foundation, during the year, towards its Corporate Social Responsibility initiative.

14. SUBSIDIARY COMPANY

As required under Section 212 of the Companies Act, 1956, the accounts of Naperol Investments Limited, wholly-owned subsidiary of the Company, are appended.

15. CONSOLIDATED FINANCIAL STATEMENTS

As required by Accounting Standard 21, ''Consolidated Financial Statements'' issued by the Institute of Chartered Accountants of India, the audited Consolidated Financial Statements are annexed.

16. PARTICULARS OF EMPLOYEES

The information in terms of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, which forms part of this Report, is appended.

17. AUDITORS

Members are requested to appoint M/s. S. B. Billimoria & Co., Chartered Accountants, as Auditors for the current year, at remuneration to be fixed by the Board of Directors.

18. COST AUDITORS

The Company had appointed M/s. N. I. Mehta & Co., Cost Accountants, as the Cost Auditors to carry out the audit of the cost accounts of the Company relating to organic & inorganic chemicals and industrial gases for the financial year ended on 31st March, 2014. The Cost Audit Report for 2012-13 was filed on 26th September, 2013 before the due date of 27th September, 2013.

19. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation to the Customers, Vendors, Bankers, Shareholders, Central and State Governments and Regulatory Authorities for their continued co-operation and support.

Your Directors also take this opportunity to acknowledge the dedicated efforts made by employees for their contribution to the success achieved by the Company.

On behalf of the Board of Directors

NESS N. WADIA

Chairman Registered Office:

Neville House,

J. N. Heredia Marg,

Ballard Estate,

Mumbai - 400 001.

Mumbai, 29th May, 2014

---

Mar 31, 2013

The Directors take pleasure in presenting their Report on the business and operations of the Company and the Financial Accounts for the year ended 31st March, 2013.

1. FINANCIAL RESULTS

For the year ended For the year ended 31st March, 2013 31st March, 2012 (Rs. in lac) (Rs. in lac)

Gross Turnover (net of excise) 21,201.42 15,330.96

Profit before Interest & Depreciation 7,178.95 4,931.28

Less: Interest 34.72 40.75

Profit before Depreciation 7,144.23 4,890.53

Less: Depreciation 1,100.23 1,002.19

Profit before Tax 6,044.00 3,888.34

Less: Provision For Tax:

- Current Tax 1,932.00 810.00

- Deferred Tax 131.35 336.85

- Excess provision of Taxes for prior years - (6.63)

Profit after Tax 3,980.65 2,748.12

Balance brought forward from previous year 11,753.64 10,077.79

AMOUNT AVAILABLE FOR APPROPRIATIONS 15,734.28 12,825.91

Appropriations:

Proposed Dividend 862.05 689.64

Corporate Dividend Tax 140.30 107.63

Transfer to General Reserve 399.00 275.00

Balance carried to Balance Sheet 14,332.93 11,753.64

15,734.28 12,825.91

YEAR IN RETROSPECT

The gross sales and other income for the year under review were Rs. 21,731 lac as against Rs. 15,617 lac for the previous year, registering an increase of 39%. The profit before tax was Rs. 6,044 lac (after interest and depreciation charges of Rs. 1,135 lac) and the profit after tax was Rs. 3,981 lac for the year under review as against Rs. 3,888 lac and Rs. 2,748 lac respectively, for the previous year, registering an increase of 55% and 45% respectively.

The increase in sales and profit was due to a significant increase in the sales volume of Hydrogen Peroxide and Hydrogen Gas.

2. DIVIDEND

Considering the Company''s performance, the Board of Directors recommends a dividend of Rs. 15/- per equity share of Rs. 10/- each for the year ended 31st March, 2013 to be paid, if declared by the members at the Annual General Meeting to be held on 14th August, 2013.

3. OPERATIONS

The Company produced 79,127 MT of Hydrogen Peroxide, during the year under review, as compared to 57,624 MT during the previous year.

The Company sold 80,334 MT of Hydrogen Peroxide during the year under review, as against 61,240 MT during the previous year. The increase in the sales volume during the year as compared to the previous year was due to the additional capacity which became operational during the year and the shutdown taken in the previous year to bring the additional capacity on stream. The Company continues to maintain its prime position in the market and held 43% market share during the year.

4.28 Million Cubic Meters (MCM) of Hydrogen Gas were also sold during the year as against 3.29 MCM during the previous year.

As per the contract with GAIL Ltd., price of Natural Gas continued to rise during the year, resulting in increased cost of production.

During the year, the Company received Rs. 38.25 lac by way of dividend from its wholly owned subsidiary, Naperol Investments Ltd. Since the Company became debt free, the cash surplus has been invested in financial instruments. The interest & dividend income on account of such investments amounts to Rs. 480 lac. As a result, the other income of the Company was Rs. 527 lac as against Rs. 286 lac in previous year.

During the year under review, your Company has commenced its expansion project which will increase the capacity of the Hydrogen Peroxide Plant from 84,000 MTPA to 95,000 MTPA. This project is expected be completed by May 2014.

4. AWARDS AND RECOGNITION

The Company received the following award during the year 2012-13:

''Maharashtra Safety Award - 2011''

Certificate of Merit awarded by National Safety Council - Maharashtra Chapter, for Meritorious Performance in Industrial Safety, during the year 2011 in Chemicals & Fertilizers Industry Group.

5. SAFETY & ENVIRONMENT

The Company continues to maintain a good safety and environmental record and has worked for 1,720 days without Lost Time Injury as on 31st March, 2013.

6. INSURANCE

All the properties of the Company, including buildings, plant and machinery, stocks and materials have been adequately insured. The Company also has a public liability insurance policy as per the Public Liability Insurance Act, 1991.

7. FIXED DEPOSITS

There are no outstanding or unclaimed deposits as on 31st March, 2013. The Company does not accept fresh deposits at present.

8. DIRECTORS

Mr. J. S. Bilimoria, who was associated with the Company since July 2009, passed away on 3rd May, 2013 after a brief illness. The Board places on record its deep appreciation for the invaluable contribution and guidance accorded by Mr. Bilimoria during his association with the Company as a Director and also the Chairman of the Audit Committee.

In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association, Mr. Ness N. Wadia and Mr. D. N. Mehta retire by rotation and both being eligible, offer themselves for re-appointment.

9. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 (''the Act''), the Directors, based on the representations received from the Operating Management, confirm that -

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of accounting policies, consulted the statutory auditors and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit of the Company for the year ended 31st March, 2013;

iii. they have taken proper and sufficient care to the best of their knowledge and ability 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. they have prepared the Annual Accounts on a going concern basis.

10. CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance in terms of Clause 49 of the Listing Agreement, with BSE Ltd. (previous name - Bombay Stock Exchange Limited) have been complied with.

A separate report on Corporate Governance is being incorporated as a part of the Annual Report along with a Certificate from a Practicing Company Secretary, regarding compliance of the conditions of Corporate Governance, which is annexed to the Directors'' Report.

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

As required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are annexed as Annexure A.

12. CLIMATE CHANGE AND GREENHOUSE GAS EMISSIONS

The details on climate change and greenhouse gas emissions are annexed as Annexure B.

13. CORPORATE SOCIAL RESPONSIBILITY

The Company along with Kalyan Ambernath Manufacturers'' Association (KAMA) distributed note books to Zilla Parishad Schools in Dombivali, Adivasi School students in Murbad and Ashram School in Mohone, Kalyan.

14. SUBSIDIARY COMPANY

As required under Section 212 of the Companies Act, 1956, the accounts of Naperol Investments Limited, wholly-owned subsidiary of the Company, are appended.

15. CONSOLIDATED FINANCIAL STATEMENTS

As required by Accounting Standard 21, ''Consolidated Financial Statements'' issued by the Institute of Chartered Accountants of India, the audited Consolidated Financial Statements are annexed.

16. PARTICULARS OF EMPLOYEES

The information in terms of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, which forms part of this Report, is appended.

17. AUDITORS

Members are requested to appoint M/s. S. B. Billimoria & Co., Chartered Accountants, as Auditors for the current year, at remuneration to be fixed by the Board of Directors.

18. COST AUDITORS

The Company had appointed M/s. N. I. Mehta & Co., Cost Accountants, as the Cost Auditors to carry out the audit of the cost accounts of the Company relating to organic & inorganic chemicals and industrial gases for the financial year ended on 31st March, 2013. The Cost Audit Report for 2011-12 was filed on 27th December, 2012, before the due date of 31st December, 2012.

19. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation to the Customers, Vendors, Bankers, Shareholders, Central and State Governments and Regulatory Authorities for their continued co-operation and support.

Your Directors also take this opportunity to acknowledge the dedicated efforts made by employees for their contribution to the success achieved by the Company.

On behalf of the Board of Directors

NESS N. WADIA

Chairman

Registered Office:

Neville House,

J. N. Heredia Marg,

Ballard Estate,

Mumbai - 400 001.

Mumbai, 20th May, 2013

---

Mar 31, 2012

The Directors take pleasure in presenting their Report on the business and operations of the Company and the Financial Accounts for the year ended 31st March, 2012.

1. FINANCIAL RESULTS

For the year ended For the year ended 31st March, 2012 31st March, 2011 (Rs in lac) (Rs in lac)

Gross Turnover (net of excise) 15,330.96 18,163.11

Profit before Interest & Depreciation 4,931.28 9,511.06

Less: Interest 40.75 75.84

Profit before Depreciation 4,890.53 9,435.22

Less: Depreciation 1,002.19 840.96

Profit before Tax 3,888.34 8,594.26

Less: Provision For Tax:

- Current Tax 810.00 2,872.00

- Deferred Tax 336.85 (66.00)

- Excess provision of Taxes for prior years (6.63) (4.01)

Profit after Tax 2,748.12 5,792.27

Balance brought forward from previous year 10,077.79 5,646.45

AMOUNT AVAILABLE FOR APPROPRIATIONS 12,825.91 11,438.72

Appropriations:

Proposed Dividend 689.64 689.64

Corporate Dividend Tax 107.63 91.79

Transfer to General Reserve 275.00 579.50

Balance carried to Balance Sheet 11,753.64 10,077.79

12,825.91 11,438.72

YEAR IN RETROSPECT

The gross sales and other income for the year under review were Rs 15,617 lac as against Rs 18,488 lac for the previous year registering a decrease of 16%. The profit before tax was Rs 3,888 lac (after interest and depreciation charges of Rs 1,043 lac) and the profit after tax was Rs 2,748 lac for the year under review as against Rs 8,594 lac and Rs 5,792 lac respectively, for the previous year, both down by 55% and 53% respectively.

An inventory of 5,422 MT of Hydrogen Peroxide (H2O2) was available for the Plant shutdown taken from 11th April to 21st June, 2011 to implement the 84,000 MTPA Expansion Project. However, due to the extension of shutdown and the prevailing market conditions, there was a loss of 1,500 MT of H2O2 by way of sales. The plant started commercial production from 1st September, 2011.

The decline in the sales volume during the year was partially due to the shutdown and sluggish market conditions. The decline in profit was due to lower sales realization arising from higher imports at lower prices.

2. DIVIDEND

Considering the Company's performance, the Board of Directors recommends a dividend of Rs 12/- per equity share of Rs 10/- each for the year ended 31st March, 2012 to be paid, if declared by the members at the Annual General Meeting to be held on 9th August, 2012.

3. OPERATIONS

During the year under review, your Company successfully implemented the expansion project which has increased the capacity of the Hydrogen Peroxide (H2O2) Plant from 68,000 MTPA to 84,000 MTPA.

During the year under review, the Company produced 57,624 MT of H2O2, as compared to 71,826 MT during the previous year.

The Company sold 61,240 MT of H2O2 during the year under review, as against 66,806 MT during the previous year. The lower demand in the market led to a decrease in prices of H2O2, resulting in lower profit for the year. The Company, however, continues to maintain its prime position in the market and held 40% market share during the year.

3.29 Million Cubic Meters (MCM) of Hydrogen Gas (H2) were also sold during the year, as against 3.92 MCM during the previous year. Sales of H2 were lower as compared to the previous year, due to the shutdown for expansion.

The price of crude oil and consequently Natural Gas had risen significantly by the end of the year thereby impacting the cost of production.

During the year, the Company received Rs 25.50 lac by way of dividend from its wholly owned subsidiary, Naperol Investments Ltd. Since the Company became debt free, the cash surplus was invested in financial instruments. The interest & dividend income on account of such investments amounts to Rs 109 lac. As a result, the other income of the Company was Rs 286 lac as against Rs 325 lac in previous year.

The timing of the next stage of expansion to 95,000 MTPA is under review.

4. AWARDS AND RECOGNITION

The Company received the following awards during the year 2011-12:

(a) 'National Safety Award - 2009'

Awarded by Government of India, Ministry of Labour and Employment, Directorate General Factory Advice Service & Labour Institutes, for outstanding performance in Industrial Safety as Winner, during the performance year 2009 based on ACCIDENT FREE YEAR, under scheme - VIII, Schedule - 02 (Manufacture of Chemicals & Chemical Products).

(b) 'Forbes List of Asia's 200 Best Under A Billion'

National Peroxide Limited was featured in Forbes List of Asia's 200 Best Under A Billion for the year 2011. These are essentially Forbes' picks of the companies (from an initial field of over 15,000 in 2011) that have best managed through the economic volatility that began in 2008.

These awards are in recognition of serious efforts made by the Company in various aspects of its business.

5. SAFETY & ENVIRONMENT

The Company continues to maintain a good safety and environmental record and has worked for 1,355 days without Lost Time Injury as on 31st March, 2012.

6. INSURANCE

All the properties of the Company, including buildings, plant and machinery, stocks and materials have been adequately insured. The Company also has a public liability insurance policy as per the Public Liability Insurance Act, 1991.

7. FIXED DEPOSITS

There are no outstanding or unclaimed deposits as on 31st March, 2012. The Company does not accept fresh deposits at present.

8. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Company's Articles of Association, Mr. K. N. Suntook and Mr. Rajesh Batra retire by rotation and both being eligible, offer themselves for re-appointment.

9. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 ('the Act'), the Directors, based on the representations received from the Operating Management, confirm that -

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) they have, in selection of accounting policies, consulted the statutory auditors and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit of the Company for the year ended 31st March, 2012;

(iii) they have taken proper and sufficient care to the best of their knowledge and ability 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) they have prepared the Annual Accounts on a going concern basis.

10. CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance in terms of Clause 49 of the Listing Agreement, with BSE Ltd. (previous name - Bombay Stock Exchange Limited) have been complied with.

A separate report on Corporate Governance is being incorporated as a part of the Annual Report along with a Certificate from a Practicing Company Secretary, regarding compliance of the conditions of Corporate Governance, which is annexed to the Directors' Report.

11. WADIA BRAND EQUITY & BUSINESS Promotion AND SHARED SERVICES AGREEMENT

The Wadia Group has several companies in diverse sectors like the airlines, food, textiles, chemicals etc. and employs various subject matter experts in areas such as Legal, Finance, Information Technology, Treasury, Taxation, Human Resources, Procurement, Risk Management etc. With a view to maximizing the efficiency and effectiveness of these specialized resources, a formal structure has been created under Nowrosjee Wadia & Sons Limited (NWS) to serve the common interests of all the Group Companies. The combined skills, knowledge and expertise of this structure will benefit all the Group Companies availing of this arrangement.

In order to formalize this structure of common services and avail of the standing of the Wadia Group Brand, the Board of your Company, during the year, approved an Agreement between NWS and your Company to enter into the 'WADIA Brand Equity & Business Promotion and Shared Services Scheme.'

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

As required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are annexed as Annexure A.

13. CLIMATE CHANGE AND GREENHOUSE GAS EMISSIONS

The details on climate change and greenhouse gas emissions are annexed as Annexure B.

14. CORPORATE SOCIAL RESPONSIBILITY

The Company along with Rotary Club of Mumbai Shivaji Park and Larsen & Toubro Limited's Medical Centre conducted a Medical Check-up Camp for 550 children and a Health Education Camp at Bhanuben Pravin Shah Secondary & Higher Secondary School of Yusuf Meherally Centre, Tara Village, Taluka Panvel, District Raighad, under Rotary International's Global Grant Project 25116.

The Company also conducted a Career Guidance Vocational Training Programme for Tribal Children for students preparing for Standard X and XII Board Examinations.

15. SUBSIDIARY COMPANY

As required under Section 212 of the Companies Act, 1956, the accounts of Naperol Investments Limited, wholly-owned subsidiary of the Company, are appended.

16. CONSOLIDATED FINANCIAL STATEMENTS

As required by Accounting Standard 21, 'Consolidated Financial Statements' issued by the Institute of Chartered Accountants of India, the audited Consolidated Financial Statements are annexed.

17. PARTICULARS OF EMPLOYEES

The information in terms of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, which forms part of this Report, is appended.

18. AUDITORS

Members are requested to appoint M/s. S. B. Billimoria & Co., Chartered Accountants, as Auditors for the current year at remuneration to be fixed by the Board of Directors.

19. COST AUDITORS

The Company had appointed Mr. Hemant Shah, Cost Accountant, as the Cost Auditors to carry out the audit of the cost accounts of the Company relating to industrial gases for the financial year ended on 31st March, 2012. The Cost Audit Report for 2010-11 was filed on 30th August, 2011, before the due date of 27th September, 2011.

20. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation to the Customers, Vendors, Bankers, Shareholders, Central and State Governments and Regulatory Authorities for their continued co-operation and support.

Your Directors also take this opportunity to acknowledge the dedicated efforts made by employees for their contribution to the success achieved by the Company.

On behalf of the Board of Directors

NESS N. WADIA

Chairman

Registered Office:

Neville House,

J. N. Heredia Marg,

Ballard Estate,

Mumbai - 400 001.

Mumbai, 14th May, 2012

---

Mar 31, 2011

The Directors take pleasure in presenting their Report on the business and operations of the Company and the Financial Accounts for the year ended 31st March, 2011.

1. FINANCIAL RESULTS

For the year ended For the year ended 31st March, 2011 31st March, 2010 (Rs. in lacs) (Rs. in lacs)

Gross Turnover (net of excise) 18,163.11 12,190.56

Profit before Interest & Depreciation 9,511.06 3,364.04

Less: Interest 75.84 127.40

Profit before Depreciation 9,435.22 3,236.64

Less: Depreciation 840.96 830.83

Profit before Tax 8,594.26 2,405.81

Less: Provision for Tax:

– Current Tax 2,872.00 825.00

– Deferred Tax (66.00) (39.29)

– Excess provision of Taxes for prior years (4.01) —

Profit after Tax 5,792.27 1,620.10

Balance brought forward from previous year 5,646.45 4,861.22

AMOUNT AVAILABLE FOR APPROPRIATIONS 11,438.72 6,481.32

Appropriations:

Proposed Dividend 689.64 574.70

Corporate Dividend Tax 91.79 97.67

Transfer to General Reserve 579.50 162.50

Balance carried to Balance Sheet 10,077.79 5,646.45

11,438.72 6,481.32

YEAR IN RETROSPECT

The gross sales and other income for the year under review were Rs. 18,488 lacs as against Rs. 12,251 lacs for the previous year registering an increase of 51%. The profit before tax was Rs. 8,594 lacs (after interest and depreciation charges of Rs. 917 lacs) and the profit after tax was Rs. 5,792 lacs for the year under review as against Rs. 2,406 lacs and Rs. 1,620 lacs respectively, for the previous year, both up by 257%.

The Company deferred the annual shutdown to April 2011 to coincide with the shutdown required for expansion. This along with a buoyant market enabled the Company to achieve a record profit during the year.

2. DIVIDEND

Considering the Companys performance, the Board of Directors recommends a dividend of Rs. 12/- per equity share of Rs. 10/- each for the year ended 31st March, 2011 to be paid, if declared by the members at the Annual General Meeting to be held on 8th August, 2011.

3. OPERATIONS

During the year under review, the Company produced 71,826 MT of Hydrogen Peroxide (H2O2), as compared to 64,451 MT during the previous year. This is the highest ever production in the history of the Company.

The Companys record sales of 66,806 MT of H2O2, during the year under review, show an improvement over the 65,662 MT sold during the previous year. The higher demand in the market enabled better prices for H2O2, resulting in increased profits for the year. The Company continues to maintain its prime position in the market and held 36% market share during the year. 3.92 Million Cubic Meters (MCM) of Hydrogen Gas (H2) were also sold during the year, as against 4.04 MCM during the previous year. Sales of H2 were marginally lower as compared to the previous year, due to higher captive consumption. During the year, the Company received Rs. 133.88 lacs by way of dividend from its wholly owned subsidiary, Naperol Investments Ltd., which is of non-recurring nature. Since the Company became debt free, a large quantum of cash surplus was available and the same was invested in Fixed Deposit, ICD and Debt-linked Mutual Funds. The interest & dividend income on account of such investments amounts to Rs. 127 lacs. As a result the other income of the Company was Rs. 325 lacs as against Rs. 60 lacs in previous year. The Profit After Tax increased from Rs. 1,620 lacs to Rs. 5,792 lacs.

During the year, the Companys expansion project from 68 KTPA to 84 KTPA made great strides. The Company has undertaken the shutdown of the plant on 11th April, 2011 to integrate the additional capacity. The shutdown is expected to be for a period of 50 days and the plant is expected to come back on stream by 1st June, 2011. The stock of Hydrogen Peroxide increased by 5,020 MT during the year, to meet the requirements of the customers during this shutdown period.

As a result of growing demand, the Company decided to further increase its production capacity to 95 KTPA. The increased capacity is expected to be available by April 2013.

The price of crude oil had risen significantly by the end of the year. However, since your Company has a long term Gas Sale Agreement entered with GAIL (India) Ltd., it had a marginal impact on the cost of production.

The Company entered into a long term settlement with the Workmens Union on 3rd November, 2010 which will expire on 31st March, 2013. Industrial relations continued to be cordial during the year.

4. AWARDS AND RECOGNITION

The Company received the following awards during the year 2010-11:

(a) National Energy Conservation Award

First Prize in Energy Conservation in the Chemical Sector for the year 2010 awarded by Government of India, Ministry of Power.

(b) Excellence in Energy Conservation and Management

Certificate of Merit conferred by Indian Chemical Council towards excellence in energy conservation and management for the year 2009.

(c) Certificate of Excellence

Certificate of Excellence awarded by Inc. India 500, a 9.9 Media Initiative, during their Second Annual Inc. India 500 Awards, in recognition of exemplary growth and sustainable success.

These awards are in recognition of serious efforts made by the Company in various aspects of its business.

5. INSURANCE

All the properties of the Company, including buildings, plant and machinery, stocks and materials have been adequately insured. The Company also has a public liability insurance policy as per the Public Liability Insurance Act, 1991.

6. FIXED DEPOSITS

There are no outstanding or unclaimed deposits as on 31st March, 2011. The Company does not accept fresh deposits at present.

7. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association, Mr. Ness N. Wadia retires by rotation and being eligible, offers himself for re-appointment.

Mr. R. N. Sethna, who has been associated with the Company since 2003, retires by rotation at the forthcoming Annual General Meeting. However, he has intimated to the Company that he does not seek re-appointment. The Directors place on record their appreciation of the valuable contribution made by Mr. Sethna during his long association with the Company. The Directors are of the view that the vacancy on the Board of Directors of the Company, so created, be not filled at present.

Mr. Nityanath Ghanekar was appointed as Additional Director, w.e.f. 27th April, 2011. He holds office upto the date of the ensuing Annual General Meeting. A Notice has been received in writing from a member proposing his appointment as Director.

Mr. Ghanekar, with his experience and knowledge, would be an advantage to the Company.

Mr. P. V. Kuppuswamy vacated the post of Chairman of the Board of Directors of the Company w.e.f. 27th April, 2011. He,

however, continues to be a Director of the Company. The Directors wish to place on record their appreciation of the valuable

service rendered by him to the Company, as Chairman. Mr. Ness N. Wadia has been elected as the Chairman of the Board, w.e.f.27th April, 2011.

8. Directors responsiblity statements

Pursuant to Section 217(2AA) of the Companies Act, 1956 (the Act), the Directors, based on the representations received from the Operating Management, confirm that –

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures; ii. they have, in selection of accounting policies, consulted the statutory auditors and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the profit of the Company for the year ended 31st March, 2011; iii. they have taken proper and sufficient care to the best of their knowledge and ability 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. they have prepared the Annual Accounts on a going concern basis.

9. CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance in terms of Clause 49 of the Listing Agreement, with the Bombay Stock Exchange Limited have been complied with.

A separate report on Corporate Governance is being incorporated as a part of the Annual Report along with a Certificate from a Practicing Company Secretary, regarding compliance of the conditions of Corporate Governance, which is annexed to the Directors Report.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSOTPTION AND FOREIGN EXCHANGE EARNINGS AND OUtGO

As required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are annexed as Annexure A.

11. CLIMATE CHANGE AND GREENHOUSE GAS EMISSIONS

The details on climate change and greenhouse gas emissions are annexed as Annexure B.

12. CORPORATE SOCIAL RESPONSIBILITY

The Company along with Rotary Club of Mumbai, Shivaji Park and Larsen & Toubro Medical Centre, conducted two camps at Wada, Dist. Thane, Maharashtra for providing medical help to pregnant women and to children suffering from malnutrition.

13. SUBSIDIARY COMPANY

As required under Section 212 of the Companies Act, 1956, the accounts of Naperol Investments Limited, wholly-owned subsidiary of the Company, are appended.

14 CONSOLIDATE STATEMENTS

As required by Accounting Standard 21, Consolidated Financial Statements issued by the Institute of Chartered Accountants of India, the audited Consolidated Financial Statements are annexed.

15. PARTIcULARS OF EMPLOYEEs

The information in terms of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, which forms part of this Report, is appended.

16. AUDITORS

Members are requested to appoint M/s. S. B. Billimoria & Co., Chartered Accountants, as Auditors for the current year at a remuneration to be fixed by the Board of Directors.

17. COST AUDITORS

The Company had appointed M/s. N. I. Mehta & Co., Cost Accountants, as the Cost Auditors to carry out the audit of the cost accounts of the Company relating to industrial gases for the financial year ended on 31st March, 2011. The Cost Audit Report for 2009-10 was filed on 16th September, 2010, before the due date of 27th September, 2010.

18. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation to the Customers, Vendors, Bankers, Shareholders, Central and State Governments and Regulatory Authorities for their continued co-operation and support.

Your Directors also take this opportunity to acknowledge the dedicated efforts made by employees for their contribution to the success achieved by the Company.

On behalf of the Board of Directors P. V. KUPPUSWAMY Chairman Registered Office: Neville House, J. N. Heredia Marg, Ballard Estate, Mumbai - 400 001.

Mumbai, 27th April, 2011

---

Mar 31, 2010

The Directors take pleasure in presenting their Report on the business and operations of the Company and the Financial Accounts for the year ended 31st March, 2010.

1. FINANCIAL RESULTS

For the year ended For the year ended

31st March, 2010 31st March, 2009

Rs. in lacs Rs. in lacs

Gross Turnover (net of excise) 12,190.56 13,499.80

Profit before Interest & Depreciation 3,364.04 4,236.50

Less: Interest 127.40 300.22

Profit before Depreciation 3,236.64 3,936.28

Less: Depreciation 830.83 820.73

2,405.81 3,115.55

Less: Provision For Tax: Current Tax 825.00 1,036.00

-Deferred Tax (39.29) 28.63

-Fringe Benefit Tax -- 7.00

Add: Excess Provision of Taxes of Prior Years -- 20.66

Profit after Tax 1,620.10 2,064.58

Balance brought forward from previous year 4,861.22 3,676.01

AMOUNT AVAILABLE FOR APPROPRIATIONS 6,481.32 5,740.59

Appropriations:

Proposed Dividend 574.70 574.70

Corporate Dividend Tax 97.67 97.67

Transfer to General Reserve162.50 207.00

Balance carried to Balance Sheet 5,646.45 4,861.22

6,481.32 5,740.59

YEAR IN RETROSPECT

The gross sales and other income for the year under review were Rs. 12,251 lacs as against Rs. 13,603 lacs for the previous year registering a decrease of 10%. The profit before tax was Rs. 2,406 lacs (after interest and depreciation charges of Rs. 958 lacs) and the profit after tax was Rs. 1,620 lacs for the year under review as against Rs. 3,115 lacs and Rs. 2,065 lacs respectively, for the previous year, down by 23% and 22% respectively.

During the year, the Company prepaid the balance Term Loans amounting to Rs. 975.50 lacs, and therefore the Company does not have any long term borrowing as on 31st March, 2010.

2. DIVIDEND

Considering the Companys performance, the Board of Directors recommends a dividend of Rs. 10/- per equity share of Rs. 10/- each for the year ended 31st March, 2010 to be paid, if declared by the members at the Annual General Meeting to be held on 30th July, 2010.

3. OPERATIONS

During the year under review, the Company de-bottlenecked its Kalyan plant and increased its installed capacity from 54,000 MTRA to 65,000 MTPA of Hydrogen Peroxide (H202). Due to this the Company was able to produce 64,451 MT of H202, as compared to 55,168 MT during the previous year. This is the highest ever production in the history of the Company. The Companys sales of 65,662 MT of H202, during the year under review, was a significant improvement over the 54,344 MT sold during the previous year. This is the highest ever quantity sold in the Companys history. Although the sales volume showed a robust increase of 21%, the sales value decreased by 10%. This was mainly on account of decline in sales realization of H202, due to intense domestic competition and pricing pressure on the customers, particularly in the Newsprint Industry. Despite stiff competition, the Company continues to maintain its prime position in the market and held 38% market share during the year.

Annual Report 2009-2010

4.04 Million Cubic Meters (MCM) of Hydrogen Gas (H2) was also sold during the year, as against 4.79 MCM during the previous year. Sales of H2 were affected due to emergence of local competition. As a result of lower sales value of H202 and H2, the bottom-line of the Company was affected. Profit After Tax reduced from Rs. 2,065 Lacs to Rs. 1,620 lacs.

During the second half of the year there was some improvement in the economy as a result of which there was increased consumption particularly in the paper and textile sector. The Countrys exports after declining at the beginning of the year once again started growing at the end of the year.

The exchange rate of the Rupee vis-a-vis US $ fluctuated widely during the year. At the end of the year the Rupee appreciated significantly.

This is expected to have some impact on the sales realization of H202, during the coming year.

Free Trade Agreement with ASEAN countries mainly Thailand, Malaysia and Singapore came into effect from 1st January, 2010.

As a result, the customs duty on imports of H202 from these countries was reduced from 7.5% to 5% which is applicable to imports from other countries. This is also likely to have some impact on sales realization, during the coming year.

The Company used Natural Gas as feed stock, throughout the year. The gas was purchased on a spot basis upto December 2009.

The gas is now being purchased as per a long term Gas Sale Agreement entered into with GAIL (India) Ltd. This will ensure a steady supply as per a defined price structure. Hence the volatility in price of Natural Gas will be significantly reduced. The price will, however, be linked to Crude Oil prices i.e. Japanese Crude Cocktail (JCC) as well as Exchange Rates.

As a result of the growing demand and the ability of the Company to market its extra production as a result of de-bottlenecking, the Company decided to increase its production capacity to 84,000 MTPA. The increased capacity is expected to be available by April 2011.

The settlement with the Union expired on 30th September, 2009. Negotiations are in progress and are expected to conclude shortly.

Industrial relations continued to be cordial during the year.

4. INSURANCE

All the properties of the Company, including buildings, plant and machinery, stocks and materials have been adequately insured. The Company also has a public liability insurance policy as per the Public Liability Insurance Act, 1991.

5. FIXED DEPOSITS

There are no outstanding or unclaimed deposits as on 31st March, 2010. The Company does not accept fresh deposits at present.

6. DIRECTORS

Mr. Jimmy S. Bilimoria and Mr. Durgesh N. Mehta were appointed as Additional Directors, both w.e.f. 22nd July, 2009. They hold offices upto the date of the ensuing Annual General Meeting. Notices have been received in writing from members proposing their appointment as Directors. Mr. Bilimoria and Mr. Mehta with their experience and knowledge would be an advantage to the Company.

In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association, Mr. Rajesh Batra and Mr. R V. Kuppuswamy retire by rotation and being eligible, offer themselves for re-appointment.

7. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 (the Act), the Directors, based on the representations received from the Operating Management, confirm that -

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of accounting policies, consulted the statutory auditors and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the profit of the Company for the year ended 31st March, 2010;

iii. they have taken proper and sufficient care to the best of their knowledge and ability 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. they have prepared the Annual Accounts on a going concern basis.

8. CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance in terms of Clause 49 of the Listing Agreement, with the Bombay Stock Exchange Limited have been complied with.

A separate report on Corporate Governance is being incorporated as a part of the Annual Report along with a Certificate from a Practicing Company Secretary, regarding compliance of the conditions of Corporate Governance, which is annexed to the Directors Report.

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

As required under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are annexed as Annexure A.

10. CLIMATE CHANGE AND GREENHOUSE GAS EMISSIONS

The details on climate change and greenhouse gas emissions are annexed as Annexure B.

11. CORPORATE SOCIAL RESPONSIBILITY

The Company along with Rotary Club of Mumbai, Shivaji Park and Larsen & Toubro Medical Centre, carried out three camps at Wada, Dist. Thane, Maharashtra for providing medical help to pregnant women and children suffering from malnutrition.

12. SUBSIDIARY COMPANY

As required under Section 212 of the Companies Act, 1956, the accounts of Naperol Investments Limited, wholly-owned subsidiary of the Company, are appended.

13. CONSOLIDATED FINANCIAL STATEMENTS

As required by Accounting Standard 21, Consolidated Financial Statements issued by the Institute of Chartered Accountants of India, the audited Consolidated Financial Statements are annexed.

14. PARTICULARS OF EMPLOYEES

The information in terms of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, which forms part of this Report, is appended.

15. AUDITORS

Members are requested to appoint M/s. S. B. Billimoria & Co., Chartered Accountants, as Auditors for the current year at a remuneration to be fixed by the Board of Directors.

16. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation to the Customers, Vendors, Bankers, Shareholders, Central and State Governments and Regulatory Authorities for their continued co-operation and support.

Your Directors also take this opportunity to acknowledge the dedicated efforts made by employees for their contribution to the success achieved by the Company.

On behalf of the Board of Directors

S. R. LOHOKARE K. N. SUNTOOK

Managing Director

Registered Office:

Neville House, J. N. Heredia Marg, Ballard Estate, Mumbai - 400 001.

Mumbai, 5th May, 2010