Directors Report of Indu Nissan Oxo Chemicals Industries Ltd.

Mar 31, 2014

Dear Members,

The Directors present the Thirty Third Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS:

The Financial Results for the year ended 31st March 2014 are summarized below: Particulars Year ended Year ended 31st March 31st March 2014 2013 (Rs.) (Rs.)

Sales and other Income 1,980,507 140,081,322

Profit (Loss) before Interest Tax, Depreciation and Exceptional Items (3,442,601) 134,340,010

Less: Interest & Financial charges 3,756 6,850

Less: Depreciation 1,116,358 1,253,377

Net Profit/(Loss) before Tax and Extraordinary Items (4,562,715) 133,079,783

Less: Extraordinary Items NIL NIL

Net Profit/(Loss) before Tax (4,562,715) 133,079,783

Provision for Taxation

* Current Tax (MAT) NIL NIL

* Taxation for Eariier Year NIL (2,968,787)

Net Profit/(Loss)After Tax (4,562,715) 136,048,570

Transfer from revaluation reserve NIL NIL

Net Deficit brought forward from Previous year. (748,229,045) (8,84,277,615)

Balance carried to balance Sheet (697,773,809) (748,229,045)

Earning Per Share (0.28) 8.25

DIVIDEND

In view of huge losses carry forward during the year under review, your Board has not recommended any dividend for the year ended 31st March 2014.

PERFORMANCE

During the year under review, the plant of the Company remained non-operative and hence was closed. However, due to sales and other income, the Company has achieved total income of Rs. 1980507/-.

DIRECTORS

Pursuant to the provisions of Section 161 (1) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Nitin S. Shah was appointed as an Additional Director designated as an Independent Director of the Company w.e.f. 29* August, 2014 and they shall hold office up to the date of the ensuing Annual General Meeting.

Pursuant to the provisions of Section 161 (1) of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Ranak Bhuva was appointed as an Additional Director designated as an Independent Director of the Company w.e.f. 29th August, 2014 and they shall hold office up to the date of the ensuing Annual General Meeting.

In accordance with section 152(6) of the Companies Act, 2013 and in terms of Articles of Association of the Company, Mr. Mehool Bhuva, Chairman & Managing Director of the Company are liable to retire by rotation at the ensuing Annual General meeting and being eligible, offered himself for re-appointment. Board of Directors recommends the above re-appointments.

In accordance with Section 149(4) and other applicable provisions, if any, read with Schedule IV of the Companies Act, 2013, the Company has to appoint 1/3rd of the total Directors as Independent Directors, for a maximum period of 5 years and who are not liable to retire by rotation.

Accordingly, the Board of Directors proposes to appoint the existing Independent Director i.e. Mr. B.T. Mallya as an Independent Directors of the Company under Section 149 of the Companies Act, 2013 for term up to 2 (two) years, respectively, in ensuing Annual General Meeting.

The Company has received declarations from the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

INSURANCE

The assets of your company are to be adequately insured.

REDEMPTION OF DEBENTURES

Redemption of debentures aggregating to Rs.550.18 lacs still remains unpaid. The Company has already paid interest to debentures holders (public at large) upto May 1997 and to debenture holders (Banks and Mutual funds) upto 30th November 1996.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public as mentioned in Section 58A of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors report:

1. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. that the directors had selected such accounting policies and applied them consistently and make judgements and estimates that are reasonable and prudent so as to give a true and fair view of the statement at the end of the financial year and of the profit or loss of the company for that period;

3. that the directors had 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. that the directors had prepared the Annual Accounts of the company on a going concern basis.

BOARD FOR INDUSTRIAL AND FINANCIAL

RECONSTRUCTION (BIFR):

The Company is in the process of submitting its Draft Rehabilitation Scheme [DRS] alongwith improvements suggested in the same to Board for Industrial and Financial Reconstruction [BIFR] for revival of the unit of the Company.

RENAME THE EXISTING REMUNERATION COMMITTEE & SHAREHOLDERS GRIEVANCE COMMITTEE AS PER COMPANIES ACT, 2013:

The existing Remuneration Committee of the company be renamed as Nomination And Remuneration Committee and further the scope of the said committee be expanded as per the requirements of provisions of section 178 (2) and section 178 (3) of the Companies Act, 2013.

The existing Shareholders Grievance Committee of the company be renamed as Stakeholders Relationship Committee which will resolve the grievances of the security holders of the company as per the requirements of provisions of section 178 (6) of the Companies Act, 2013.

OTHER DISCLOSURES:

CORPORATE GOVERNANCE

In terms of Clause 49 of Listing Agreement with Stock Exchanges, a Management Discussion and Analysis report is annexed to the Directors Report and compliance report on Corporate Governance forms part of the Annual Report.

The disclosure required pursuant to Clause 49 of the Listing Agreement is given in Annexure ''B'' and Management Discussion and Analysis forms part thereof.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

As required by the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1998, the relevant data pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in the Annexure forming part of this Report.

PARTICULARS OF EMPLOYEES

Considering the financial difficulties of the Company, the remuneration committee has approached the Chairman and Managing Director, with proposal of waiving of outstanding salary for the period April 01, 2013 till March 31, 2014 and the said Managerial personnel have accepted the said waiver of salary.

Further, there are no employees for financial year ending 31/ 03/2014 who are in receipt of remuneration which in the aggregate was not less than Rs. 60,00,000/- (Rupees Sixty Lakhs) per annum if employed throughout the year or were in receipt of the remuneration which in aggregate was not less than Rs. 5,00,000/- (Rupees Five Lakhs) per month if employed for a part of the year, pursuant to Section 217(2A) of the Companies Act, 1956, read with the Company''s (Particulars of Employees) Rules, 1975, as amended by the Companies (Particulars of Employees) Rule, 2011 for the year ended 31st March, 2014.

AUDITORS:

M/s. Shah, Shah & Shah, Mumbai, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment at the forthcoming Annual General Meeting of the Company.

In furtherance of the same, your Board has approached Ml s. Shah, Shah & Shah, Chartered Accountants, Mumbai for their proposed re-appointment as Statutory Auditors of the Company.

COMMENT ON AUDITORS REMARKS U.S. 217(3) OF THE COMPANIES ACT, 1956:

The comments on the observations of the Auditors'' Report are given separately in the Annexure attached.

APPRECIATION:

The Board of Directors wishes to place on record their appreciation to the Central Government, State Government, Financial Institutions and Company''s bankers for their continued support. It also commends the contribution made by the employees at all levels.

For and on behalf of the Board of Directors

MEHOOL BHUVA Chairman & Managing Director Place: Mumbai Date:30/08/2014

REGISTERED OFFICE:- Bajwa Chhani Road, Behind G.S.F.C Complex Vadodara-391310 (Gujarat).

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Mar 31, 2010

The Directors present the Twenty Ninth Annual Report together with the Audited Statement of Accounts for the year ended 31.3.2010.

FINANCIAL RESULTS.

The Financial Results for the year ended 31.3.2010 are summarized below:

(Rs. in lacs) (Rs. in lacs)

Particulars Year ended Year ended

31st March, 31st March

2010 2009

Sales and other Income 224.78 286.50

Gross Profit/ (Loss) for the year

before Interest and depreciation. (35.29) (248.85)

Less: Interest & Financial charges 258.09 372.74

Less: Depreciation. 14.97 498.21

Net Profit/(Loss) before Tax (502.08) (410.34)

Provision for Taxation - FBT

Net Profit/(Loss) (463.32) (411.64)

Net Deficit brought forward from

Previous year (11272.46) (10860.82)

Balance carried to balance Sheet. (10809.13) (11272.46)





*Note: During the year under review Company has written back the Sundry Balances amounting to 1144.26 lacs and made provision for taxation amounting to Rs. 104.57 lacs; so Net Profit After Tax amounted to Rs. 463.32 lacs.

DIVIDEND

In view of huge losses carry forward during the year under review the Board has not recommended any dividend.

PERFORMANCE

During the year your Company has achieved Total sales and Other Income of Rs. 224.78 Lacs and suffered a Loss (before tax) of Rs. 502.08 Lacs

INSURANCE

The assets of your company are to be adequately insured.

REDEMPTION OF DEBENTURES

Redemption of debentures aggregating to Rs. 552.07 lacs still remains unpaid. The Company has already paid interest to debentures holders (public at large) upto May 1997 and to debenture holders (Banks and Mutual funds) upto 30th November 1996.

DIRECTORS

In accordance with the provision of the Companies Act, 1956 and Article 125 of the Articles of Association of the Company, Mr. Prakash Turakhia retires by rotation and is eligible for re- appointment.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public as mentioned in Section 58A of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors report:

1. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. that the directors had selected such accounting policies and applied them consistently and make judgements and estimates that are reasonable and prudent so as to give a true and fair view of the statement at the end of the financial year and of the profit or loss of the company for that period;

3. that the directors had 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. that the directors had prepared the Annual Accounts of the company on a going concern basis

BOARD FOR INDUSTRIAL AND FINANCIAL RECONSTRUCTION (BIFR):

BOARD FOR INDUSTRIALAND FINANCIAL RECONSTRUCTION (BIFR) has ordered for Change in Management in the Company, against which the appeal has been filed with APPELLATE AUTHORITY FOR INDUSTRIALAND FINANCIAL RECONSTRUCTION (AAIFR), who has asked to keep the status-quo till further hearing.

OTHER DISCLOSURES:

CORPORATE GOVERNANCE

In terms of Clause 49 of Listing Agreement with Stock Exchanges, a Management Discussion and Analysis report is annexed to the Directors Report and compliance report on Corporate Governance forms part of the Annual Report.

The disclosure required pursuant to Clause 49 of the Listing Agreement is given in Annexure B" and that of Management Discussion and Analysis in Annexure C

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

- As required by the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1998, the relevant data pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in the Annexure forming part of this Report.

PARTICULARS OF EMPLOYEES

Considering the financial difficulties of the Company, the remuneration committee has approached the Chairman and Managing Director, with proposal of waiving of outstanding salary for the period April 01,2009 till March 31, 2010 and the said Managerial personnel have accepted the said waiver of salary.

Further, there are no employees for financial year ending 31.03.2010 who are in receipt of remuneration which in the aggregate was not less than Rs.24,00,000/- (Rupees Twenty- four Lakhs) per annum if employed throughout the year or were in receipt of the remuneration which in aggregate was not less than Rs. 2,00,000/- (Rupees Two lakhs) per month if employed for a part of the year, pursuant to Section 217(A) of the Companies Act, 1956, read with the Companys (Particulars of Employees) Rules, 1975, as amended from time to time.

COMMENT ON AUDITORS REMARKS

Information and explanation on reservation, qualification or adverse remark contained in the Auditors Report are given in the Annexure forming part of this Report.

AUDITORS:

M/s. V.R. Momaya & Associates, Mumbai, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment at the forthcoming Annual General Meeting of the Company.

APPRECIATION:

The Board of Directors wishes to place on record their appreciation to the Central Government, State Government, Financial Institutions and Companys bankers for their continued support. It also commends the contribution made by the employees at all levels.



For & on behalf of the Board of Directors

MEHOOL N. BHUVA

Chairman & Managing Director

Mumbai

09/08/2010

Registered Office :

Bajwa Chhani Road,

Behind G.S.F.C. Complex,

Vadodara - 391 310.(Gujarat)