more than - indofil · pdf filemore than... [8] corporate identity ... balance sheet abstract...

more than

INDOFIL ORGANIC INDUSTRIES LTD. 17th Annual Report > 2009-10

Corporate Information [2]

Vision & Mission [3]

Financial Highlights [4]

Chairman and Managing Director’s Message [6]

More than... [8]

Corporate Identity [16]

Board of Directors [30]

Management Discussion and Analysis [32]

Directors’ Report [44]

Corporate Governance Report [52]

Auditors’ Report [59]

Financial Statements [62]

Balance Sheet Abstract [82]

Statement Pursuant to Section 212 [83]

Financial Statements of Subsidiary Companies

Good Investment (India) Limited [84]

Quick Investment (India) Limited [99]

forward looking statementIn this Annual Report, we have disclosed forward-looking information to enable investors to comprehend our prospects and take investment decisions. This report and other statements – written and oral – that we periodically make contain forward-looking statements that set out anticipated results based on the management’s plans and assumptions. We have tried wherever possible to identify such statements by using words such as ‘anticipate’, ‘estimate’, ‘expects’, ‘projects’, ‘intends’, ‘plans’, ‘believes’, and words of similar substance in connection with any discussion of future performance. We cannot guarantee that these forward-looking statements will be realised, although we believe we have been prudent in assumptions. The achievements of results are subject to risks, uncertainties, and even inaccurate assumptions. Should known or unknown risks or uncertainties materialise, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated, or projected. Readers should keep this in mind. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise

Business Divisions [18]

International Division [22]

Research and Development [23]

Manufacturing facilities [24]

Distribution Network [26]

Human Resource Management [28]

lot more

inside

It typifies the human spirit that is restless with the given and strives continually for more – in quality and quantity. It is indicative of the human belief that ‘what is’ can be improved upon infinitely.

more than ...

Yet, there is more to Indofil than this. Our concern for ‘success’ has over time taken on a deep meaning and we have extended our horizon to actively work to fulfil the aspirations of all our stakeholder communities – our vendors, our employees, our distribution channel and most importantly our investors.

In doing so, we have become more and more successful.

This Annual Report explores the inner dimensions of four words to reveal that there is more to Indofil than the agricultural chemicals and Specialty chemicals we manufacture and market.

More than chemistry, More than productivity, More than performance and More than people.

The phrase ‘More than...’ also connotes to the unique human ability to see beyond the obvious and to derive connections of deep significance. It speaks of the intellect, that faculty to think of something that does not yet exist and then go ahead and invent it.

We began our journey in this business 50 years ago with two simple ideas. To build a business around the concept of ‘crop care’ and to grow by ensuring the success of our customers.

By placing the customer at the centre of all that we do and working for his success we built up the business into one of the leading manufacturers and exporters of agricultural chemicals in India with a growing presence in over 60 countries worldwide.

Board of directorsMr. K.K.ModiChairman and Managing Director

Ms. Charu BhartiaExecutive Director

Mr. L.K. ModiMr. samir Kumar ModiProf. J. ramachandranMr. M.N. thakkarMr. Munesh KhannaMr. s.K. alaghMr. sanjay BuchMr. s.K. VermaNominee of U.P. State Ind. Dev. Corpn. Ltd.

Mr. r.K. MalhotraChief Executive and President

Mr. i.K. GuptaChief ExecutiveCorporate & Company Secretary

Mr. sunil H. PatelSr. Vice President Finance and Chief Finance Officer

statutory auditorsM/s M.M. Bilimoria & co.

iNterNaL aNd oPeratioNaL auditorsM/s Lodha & co

cost auditorsM/s s.s. Mani & co.

soLicitorsM/s crawford Bayley & co.

BaNKersunion Bank of indiaBarclays PlcHongkong and Shanghai Banking CorporationHdfc Bank Ltddhanalakshmi Bank LtdCosmos Co-operative Bank LtdDevelopment Credit Bank Ltdyes Bank LtdShamrao Vithal Co-operative Bank Ltd

reGistrar aNd sHare traNsfer aGeNtMAS Services LimitedT-34, 2nd Floor, Okhla Industrial AreaPhase – II, New Delhi – 110020Tel. No – 011-26387281-82-83Fax. No – 011-26387384E-mail : [email protected]

reGistered officeNirlon HouseDr. Annie Besant Road, Worli, Mumbai - 400030.

corPorate officeKalpatru Square, Kondivita Road, Off Andheri Kurla Road, Andheri (East), Mumbai - 400059.Tel No.: +91-22- 66637373, Fax No.: +91-22-28322272Email: [email protected], Website : www.indofilcc.com

WorKsOff S.V. Road, Azad Nagar, Sandoz Baug, P.O. Thane - 400067. Maharashtra.Tel No.: +91-22-67999100, Fax No.: +91-22-25898357

Plot No Z-7-1/Z8, Taluka Vagra, Dist Bharuch, Gujarat - 392 130.Tel No.: +91-2641-257671, Fax No.: +91-2641-304126

corporate information

missionOur mission is to achieve leadership in growth rate. We will leverage our efficient

R&D, Registration, Manufacturing and Marketing

competencies through our committed and

proficient team.

We will strive to make our customers successful by providing high quality products, services and solutions in domestic and global markets.

To expedite growth, we will use

Collaborations, Acquisitions and Manufacturing Proximity to the

market in the segments of Crop Care, Specialty

and Performance Chemicals.

vision Global Leader in Growth with Customer Success.

company overview business discussion statutory reports financial statements

17th Annual Report 2009-10 > Indofil Organic Industries Limited> 4

financial highlights

total income(Rs.in Lacs)75,127

61,463

42,175

2009-10 2008-09 2007-08

EBIDTA(Rs.in Lacs)

13,483

7,677

3,365

2009-10 2008-09 2007-08

profit after tax(Rs.in Lacs)

6,869

3,2751,336

2009-10 2008-09 2007-08

basic Eps(Amount in Rs.)

44.7526.06

11.01

2009-10 2008-09 2007-08

book value(Amount in Rs.)

79.32

32.52

15.08

2009-10 2008-09 2007-08

networth(Rs.in Lacs)18,332

12,002

7,404

2009-10 2008-09 2007-08

CAGR-33.47%

CAGR-100.17%

CAGR-126.75%

CAGR-101.61%

CAGR-129.35%

CAGR-57.35%

> 5

gross fixed assets(Rs.in Lacs)

19,559

4,1263,270

2009-10 2008-09 2007-08

operating profit margin(%)

17.95

12.49

7.98

2009-10 2008-09 2007-08

net profit margin(%)

9.14

5.333.17

2009-10 2008-09 2007-08

CAGR-144.57%



Dear shareholders,

For the growth focused, obstacles are hurdles to be overcome in pursuit of their goals. The year 2009-10 was a remarkable in terms of performance for your Company. We recorded a record sale both in our domestic as well as export fronts.

What is significant though is the fact that this performance was achieved in what was one of the most difficult years for the agricultural sector. During the year, India recorded the third weakest monsoon in the past 100 years since 1901, with a rainfall deficiency of 23% across the country. While most of the country endured near drought like conditions, the state of Andhra Pradesh experienced the heaviest flood ever in the last century. Both these monsoon phenomena were calamitous for agriculture.

The global market too did not augur well for the agricultural chemicals industry. Prices of agro chemical products did not recover fully after the sharp fall of 2008-09. The global market declined by over 10% to US$ 37 billion.

Against this backdrop, your Company registered a 22% growth in combined domestic and export sales. Our Gross Sales touched 782.45 crores, while our EBITDA increased by 76% to Rs. 134.83 crores.

This sterling performance is thanks to the untiring efforts and single minded focus of our sales and marketing team and on the back of our increased production capacity. Our Greenfield plant went on stream as scheduled on October 5, 2009 and production is now stabilised. I take this opportunity to thank the entire team responsible for setting up this plant within a record time of 10 months.

It was Henry Ford who once said, “Obstacles are those frightful things you see, when you take your eyes off your goal!”

chairman and managing director’s message

K.K. Modi Chairman and Managing Director

> 7

During the year, the Agricultural business division was focused on:

• Enhancing the product range and bringing more crops under our umbrella.

• Expanding and increasing penetration in the domestic market.

• Adding value to our distribution networks in the international markets, initiating collaborations and prospecting for mergers/acquisitions.

We have plans to increase the revenue share of our Specialty Chemicals division from the existing 11% to 40% in the coming years.

We have also simultaneously increased our focus and energies in boosting our Specialty and Performance Chemicals business.

We successfully launched two new fungicide brands – AVTAR and MERGER, which are patented mixtures. Both the brands in India were well received and we are now firming up plans to take these brands into the global markets.

Both the brands have already won a product patent. Thanks to our DST recognised Research and Development facility and a talented scientific team, we will continue to build our pipeline of products based on new chemistry. In the coming years, we plan a manifold increase in our investments for R&D.

On the HR front we implemented two signal projects. One was ‘Building People Value Chain’ and creating the behavioural framework; in association with BBM Group the renowned HR Consultants. The second important HR initiative was the Leadership Development Programs involving 187 employees under Project DHRUV.

We also conducted an in-depth study for agriculture business in association with the world famous consultants Bain & Co. As a result of this study, we have identified five

crops to which we will accord high priority – these include Rice, Cotton, Soyabean, Pulses and Chillies. With the instituting of ‘Project Udaan’, we have formalised intent to dramatically increase the volume of this business over the coming three to four years. We have also finalised plans to set up a Greenfield plant for Specialty chemical business in Gujarat with an investment of Rs. 50 crores in the coming year.

On the export front too, we clocked significant achievements. We brought in new markets into our fold and we increased the business we get from corporate customers. We have set a target of increasing the revenue share of exports to 50% in the coming two years. A Joint Venture between Indofil & HISUN (Chinese Company ) called HIFIL, is set to bring in products based on next generation technologies into the Indian market.

We have also taken a departure from our norm and organised a grand Annual All India Sales Conference at Macau, in China. The Conference was based on the theme of ‘Believers are Achievers’. During the conference, we showed our appreciation by distributing awards to our outstanding performers. The sales teams returned from the event highly motivated and eager to achieve even greater heights. Another highlight of the year was our sponsorship of ‘The Most Innovative Chemistry’ award at AGROW 2009 held in November 2009 at London, UK.

It has been more than a year since we embarked on our journey to actualise the vision we formalised under our program Lakshya 2013. We have made impressive achievements towards achieving these goals across all functional areas in alignment with Indofil’s overall vision.

Now as we gear up to face the future, we remind ourselves to stay focused on our goals, so that we overcome every obstacle along the way and emerge triumphant!

Let us keep in mind our overarching goal of becoming a Billion Dollar Company by 2013!

K.K. Modi

Chairman and Managing Director



more thanproductivityWhen we work to improve our productivity, it leads to profits.

Viewed from the conventional perspective, improved productivity is what leads to profits. Yet, this is a restricted, self-centric way of viewing productivity.

> 9

>Productivity shifts the focus outward by seeking to improve the yields of the farmlands where our products are used. It places the customer and his success in the centre of all that we do. Our product range is comprehensive and includes pesticides, herbicides, fungicides, acaricides, plant growth regulators as well as surfactants. These products protect the crop from potential debilitating

infestations while promoting their healthy growth. Our products reach a significant number of farmers every year, protecting their produce and

contributing to their economic well-being.

We are a research-led integrated Chemical Company that seeks to improve farm yields with new products, new applications, field-based research and development and analytical product development. Our R&D establishment is among the few in the country to be accredited by the National Accreditation Board for Testing and Calibration (NABL) as well as certified for ISO 14001 EMS. Our products are well accepted domestically and we have a presence in 60 countries worldwide through our Mancozeb (fungicide) based formulations.

Our entire approach is centred on Crop Care - protecting the crop and enriching the farmer.

When we seek >productivity, we contribute to improving rural prosperity.



more thanchemistryWhen we work to improve our chemistry, it leads to an expanded product range.

Viewed at the superficial level, chemistry is all that we are about. We are a leading integrated producer of Agricultural Chemicals as well as a range of

> 11

Specialty Performance Chemicals that find applications in the textiles, leather, coatings, paper, construction and PVC industries.

>Chemistry shifts our perspective from a product centric approach and focuses on our philosophy of emerging as a growth leader by ensuring the success of our customers.

This central tenet has driven our business along the path of accelerated growth. We continually do everything possible to understand, fulfil and exceed our

customer’s existing and latent needs; thus enabling them to succeed on a continuing basis.

To achieve this end, we have instituted a continual process that helps us expand our knowledge about technologies, markets, customers, products, regulations and business processes. We work towards sustaining our winning skills by encouraging our people, exploiting emerging opportunities and safeguarding the interests of all our stakeholders. We consistently work on improving our response time to both internal and external customers, thus ensuring nimbleness in addressing opportunities.

The end result is an organisation that is geared and oriented towards sustaining the success of

customers.

When we seek >Chemistry, we improve the success rates of our customers.



more thanperformanceWhen we seek to improve our performance, we report growth.

Viewed with an inward looking perspective, selling more of our products is what brings us good performance in a year that was one of the worst for the industry. We achieved record domestic and global sales despite one of the worst

> 13

ever monsoons and drought like conditions in India and a depressed international market.

>Performance shifts our perspective from merely selling our product to ensuring that the product is used in a manner that will bring its buyer the maximum benefit. Looked at in this perspective,

selling is only the first step of our journey.

We spend immense amounts of time and money in educating farmers about pests that attack various crops in their region and empower them with the know how to combat

these infestations in the right manner. We bring to their knowledge the economic impact of pests and help them make a considered business decision. We educate farmers about the right timing and method of application of the pesticides for maximum impact. We also show them how to handle pesticides safely.

It is this presales and post sales efforts that ensure that our products ‘perform’ at the optimum levels and deliver true economic benefits to our customers.

Naturally, when customers realise that we are not so much in the selling business but in ensuring

the transfer of product benefits, they reward us with brand loyalty and sustained demand.

When we seek >performance, we gain in resilience.



more thanpeopleWhen we seek to improve our people, we get a winning team.

Looked at the basic level, creating winning teams is what an enterprise is all about. Companies innovate, grow and flourish because of cohesive teams that work to win.

> 15

>People shifts our focus from people as they are and prompts us to seek their future role. It empowers people with skills, exposure and knowledge, with a view to transform their abilities, hone their capabilities and shape their future growth.

We are an employee-friendly company with progressive, people friendly policies. We are open to change and during the year we engaged

Hewitt Associates - the world’s leading provider of Human Resource Consulting services to review all our HR policies. We conducted a Leadership Development

Program involving 187 employees under the aegis of Project Dhruv. We implemented the ‘Build the Value Chain’ project with help from BMM Group – world-renowned consultant and

designed a behavioural framework. We entered into a special tie-up with IIM Ahmedabad to set up an Academy for Sales and Marketing training especially for Indofil employees. We also set up Development and Assessment Centres for mapping competency and drawing up Individual development Programs. Our team including the top management participated in various training programs through the year to improve both functional and behavioural skills. We analyzed and benchmarked ourselves against global best practices and seek to implement them within our organisation.

When we institutionalise our >people approach, we emerge as a Learning

organisation.



corporate identity

The Company is also involved in the manufacture and sales of a wide range of performance chemicals that find applications in the textiles, plastics, constructions, coatings, paper and leather industries.

The two businesses function as divisions of the Company so as to ensure greater management control and independent growth trajectories. They are nomenclatured the Agricultural Business Division and the Specialty & Performance Chemicals Division

Indofil’s Research and Development capabilities and its integrated operations have powered its growth into a successful and vibrant enterprise that thrives on the simple but high minded philosophy of growing with the success of our customers.

We work as a highly motivated team and lay great emphasis on innovation in our products and services as a way to differentiate ourselves. We have a never ending thirst for achievement and offer our team members a merit led environment where talent is cherished and success is rewarded.

Indofil Organic Industries Ltd. (Indofil) is one of India’s leading manufacturers and exporters of pesticides and Specialty chemicals. The Company has a five decade long involvement in the Agricultural Chemical business and is a market leader in the fungicides segment with a 17.5% share of the market in India.

In 60 countries around the world, we are known ‘The Mancozeb People’, in recognition of our most popular fungicide. Indofil is the second largest manufacturer of Mancozeb in Asia.

Every year, a significant number of farmers benefit from using our high quality, eco-friendly crop care products.

Indofil is recognised as a research oriented company having an excellent national and global distribution and marketing network. The depth, reach and extent of our network are some of the factors that distinguish us from others in the industry.

Indofil’s Agricultural Chemicals business is driven by the ‘crop care concept’ and all our research, development and products work towards ensuring the safety and health of crops by protecting them from infestations of all kinds. The Company has a strong presence in the insecticides, herbicides, bactericides, acaricides, plant growth regulators and surfactants segments. Many of our brands are market leaders.

Since inception, Indofil is largely driven by the ‘Crop Care Concept’ in agriculture business.

> 17

“Change we believe is the only constant, but if a vision remains constant there is no limit to what can be achieved”

rai BaHadur GuJarMaL Modi

Our goal is to ensure more than the success of our customers. It seeks to transform their socio-economic situation and usher in prosperity in the rural areas of our country.

The Company has an active agenda to help farmers to implement best practices in crop protection and it plays a significant role by participating in the educational programs conducted by Associations such as the C.L.I. (Crop Life India) and C.C.F.I. (Crop Care Federation of India), PMFAI (Pesticides Manufacturer’s and Formulators Association of India).

The Chemical business of the Company was originally a part of the Group Company – Modipon Ltd and was hived off to Indofil in October of 2006 under a slump sale agreement.

Indofil belongs to the renowned K.K. Modi Group, which is a part of Modi Enterprises that was founded by Rai Bahadur Gujarmal Modi in 1933. The Group is one of the most diversified Industrial Conglomerates in India.

corporate values customer success

Believing that success lies in the success of existing and potential customers. On this foundation, doing all possible to understand, fulfil and exceed the customer’s stated and unstated needs, thus enabling them to succeed on a continual basis.

Knowledge Continuously upgrade skills and knowledge

about technology, markets, products, customers, regulations and business processes. Encourage new ideas and their implementation across the Company for commercial benefits.

Prosperity Winning, doing better than others through

exploiting new opportunities and enhancing the interests of every employee, share holder and stake holder. To be recognised and perceived amongst the leaders in the segment of operation.

teamwork Employees and channel partners thinking

and working together across functions, business and geographies, leveraging the available resources to achieve common goals.

Velocity Responding to internal and external

customers with a sense of urgency by consistent, focused and accelerated growth of the organisation with timely and optimal utilisation of all resources.


> 18 17th Annual Report 2009-10 > Indofil Organic Industries Limited

agriculture business division

% of Total TurnoverTurnoverTotal Products Tons of Installed Capacity

Indofil’s Agriculture Business Division develops, produces and markets innovative active ingredients and formulations that protect crop health and improve farm yields. The products of the division are marketed within India and in 60 other countries worldwide. The Division’s larger goal is to enhance farm productivity and improve rural prosperity. The Division employs agricultural graduates and doctorates to realise its mission of developing new and innovative products that fulfil the present and emerging needs of the farmers. It has an extensive pan India network of 2,950 distributors and more than 38,000 dealers. The Agricultural Division aims to be perceived as a ‘Crop Care Company’ as against ‘Crop Protection Chemical supplier’. To achieve this goal the division spends considerable time, energy and money in educating farmers about the economics of crop protection, techniques of application and knowledge of the various pests that can endanger the crop.

55 55,290Rs.

707.57crores 89%

product range fungicides

Fungi can cause serious damage to standing crops, resulting in critical losses of yield, quality and profit. fungicides are a class of pesticides, made of chemical compounds or biological organisms that kill or inhibit the growth of fungi.

popular Indofil brands/products Avtar, Merger, Benfil, Boon, Captra, Companion, Dhan,

Eurofil-NT, Indofil M-45, Indofil Z-78, Indofil’s Baan, Matco 8-64, Moximate, Noor, Sitara, Sulfil, Trucop

Insecticides These are a type of pesticide used to kill or to prevent

the multiplication of insects. The use of insecticides has contributed to the dramatic increase in farm productivity in the 20th century.

popular Indofil brands/products Agent, Agent plus, Atom, Beacon GR, Becon SP, Click,

Dash, Flash, Gem, Lift, Rimon, Triazofil.

> 19 business division review 1

surfactants These wetting agents lower the interfacial tension

between two liquids and facilitate easier dispersion of sprayed material,

popular Indofil brands/products Indtron AE

In keeping with the concept of crop care, Indofil does not stop its interaction with farmers with the sale of the material. The Company lays great emphasis on educating distributors, dealers and farmers about the technicalities related to the application of its products.

Indofil’s educational agenda includes disseminating:

• Knowledge about pests that inflict the various crops in a given region and the right ways to prevent damage to crops.

• Economic importance of pest control.

• Method and time of application of chemicals for their judicious use.

• Safe handling of Pesticides.

Herbicides Commonly known as weed killers, Herbicides are a type

of product used to kill unwanted plants, while leaving the desired crop unharmed.

popular Indofil brands/products Atrafil, Clean up, Offset, Oxygold, Society

acaricides These are pesticides that kill ticks and mites. (Members

of the acari group of organisms).

popular Indofil brands/products Colonel-S, Share

Plant Growth regulators This class of products are also known as Plant

hormones and are chemicals that regulate plant growth. They determine the formation of flowers, stems, leaves etc. They control the shedding of leaves and the development/ripening of fruit.

popular Indofil brands/products Ethefol, Superfix



specialty & performancechemicals division

% of Total TurnoverTurnoverTotal Products Tons of Installed Capacity

Indofil’s Specialty and Performance Chemicals Division manufactures and supplies chemicals that cater to a wide variety of small, medium and large industrial manufacturers in the domestic as well as global markets.

The division caters to various industrial segments through a network of zonal and regional offices, having highly qualified and well experienced sales and marketing personnel. The division also has stock points at all the major consumption centres across India.

Each of the products of the Specialty and Performance Chemicals division caters to niche markets and specific customer requirements. Since each of these products has specific application strategies, our product managers have to regularly interact with customers to gauge their individual requirements. Our Research and Development team then design performance chemicals that suit the exact need of the customer.

104 14,000Rs. 84.13

crores 10.62%

product range Leather

The division has been a key solution provider to the domestic and global leather tanneries for the past four decades. It researches, develops, manufactures and supplies a wide range of Specialty leather chemicals for all applications of leather processing.

product category Acrylic Resin Binders, Auxiliaries Finish end, Fat liquors,

Leather Auxiliaries Wet end, Polyurathane Binders, Protein Binders, Synthetic Tanning Agents, Top coats and Lacquers.

The division works towards being the leading solution provider by developing innovative products for various industries viz. Leather, Textile, Paints, Plastics and Construction.

> 21

Coatings The division offers high performance dispersions and

Specialty additives and works to emerge as a complete solutions provider for water based paint and coating systems. It delivers customised solutions based on new product development in coatings sector.

product category Binders, Cement mortar modifier, Dispersant, Opacifier,

Solution coatings, Thickener.

Construction Chemicals The division offers water proofing chemicals

and customised solutions based on new product development to the industry.

product category Admixture, Plasticizers, Polymer adhesive, Water proof

coatings, Water proofing admixture.

Textiles Specialised products of the textile division find

applications in the flocking, nonwoven, carpet back coating and printing segments of the industry.

product category Fixers, Flock Binders, Non-Woven Binders, Printing

Binders, Softeners, Thickeners.

Plastics Products of the plastics division include a wide range

of performance chemicals, that are used in PVC pipefittings, profiles and films etc. The division offers customised research led solutions to the plastic and PVC industries.

product category Impact Modifiers, Plasticizers, Processing aids, Tin

Stabilisers.

fy10 reVeNue BreaKuP

18%

19%

24%

39%

business division review 2

Plastic

Coating and Construction

specialty & Performance

Chemicals DivisionLeather

Textile



Indofil’s involvement in International business dates back to 15 years when it made a small beginning by exporting Mancozeb to four countries. Our vision was to establish a presence in all markets where demand for our range of products existed. Today, products of our Agricultural and Specialty Performance Chemicals divisions are exported to over 60 countries.

One of the prime causes for our success in the global markets has been our understanding of customer requirements, the technical and logistic support we offer and the customised packing and rapid delivery we ensure. Today, we are perceived as a reputed and dependable supplier.

Indofil products have regulatory approvals in the markets we operate in and we have also actively participated in the Annex-I listing of Mancozeb in European Union

Countries

over 60

Turnover

Rs. 289.11crores

% of Total Turnover

36.94%

international division

(EU). We also provide clients with extensive technical and application data for testing the products to their satisfaction.

Our international business is organised into four major territorial groupings to ensure enhanced service and operational control. These include Asia Pacific, Africa and Middle East, Europe and America. Each territory is managed by Territory Managers as a profit centre. A support team of Product Managers and Technical Specialists from the Agricultural and Specialty Chemicals division assist the Territory Manager. In select countries, we operate through local marketing consultants and agents to ensure effective handling of the business. We have representative office in Milan, Italy to keep administrative control of Europe business.

data access agreement To facilitate the registration of products containing

Mancozeb in the lucrative European Union markets; Indofil has entered into a data access agreement with Mancozeb data development consortium. The consortium provides access to protected data required for continued presence of Indofil’s Mancozeb in European Union, which is one of the main markets for Mancozeb.

Registrations The strong and sustained technical support of our team

of enthusiastic Registration Executives has enabled Indofil to register its products in more than 60 countries within a short span of 10 years. We provide complete technical and data support to all our distributors and agents for registration and defence.

> 23

% of Total TurnoverInvestmentsPatents (IPR) scientists

From its inception Research and Development (R&D) has been one of the mainstays of Indofil’s growth strategy. The R&D department works closely with various business and manufacturing groups to understand new customer requirements and develop innovative products that meet these needs.

The R&D laboratories are located in the Company’s manufacturing site at Thane, on the outskirts of Mumbai. The department is recognised by the Department of Scientific and Industrial Research, a nodal agency of the Government of India, which oversees the standard of R&D establishments in India. The laboratories are

10 63 Rs. 16.13crores 2.06%

research and development

also certified as compliant to ISO 9001 QMS and ISO 14001 EMS. The Analytical division, a part of the R&D, is accredited by NABL (National Accreditation Board for Testing and Calibration Laboratories) and is preparing for GLP (Good Lab Practices) Certification, which very few companies can claim.

The R&D laboratories have the very latest scientific and analytical equipment, as well as support facilities such as a spacious conference hall with LCD projector, internet connection and video conferencing. Its library is stocked with more than 1,000 books, national / international periodicals and journals.

New Product Development organic synthesis

Formulation Science

surface science

Polymer science

New Applications

Field R&D Activity

Analytical Development

The R&D department’s key focus areas for development include:

business division review 3 & 4



manufacturing facilities

Indofil has five multi product manufacturing facilities in India. All the manufacturing facilities are PLC based and ISO 9001 certified. In fact, Indofil’s first plant at Thane commissioned with Rohm & Haas technology, way back in 1963, is still one of the most modern production facilities in the industry. This plant is also one of the world’s largest EBDC fungicide plant, producing popular fungicides like Mancozeb, Zineb, Maneb and Nabam.

However, there is more to Indofil’s manufacturing eminence than its world-class capabilities, modern facilities and a large production capacity. All the plant processes are highly automated with integrated safety and environmental compliant design, resulting in high quality throughput and safe working conditions.

> 25

Location : thane

Area : Maharashtra

Year of Establishment : 1962

Products Manufactured : agro chemicals

Total Production Capacity : 20,000 tons

Certification : iso 9001/14001

Location : dahej

Area : Gujarat

Year of Establishment: 2009



Location : Pune

Area : Maharashtra




Certification : iso 9001

Location : Bhopal

Area : Madhya Pradesh




Certification : iso 9001/14001

Location : Vapi

Area : Gujarat


Products Manufactured : specialty chemicals


Certification : iso 9001



distribution network & presence

The stated goal of the Indofil distribution network is to make the right pack available to the right customer at the right time. Our distribution chain consists of selling agents, Clearing and Forwarding agents and distributors who maintain their own stock points. The distributors reach out to the end consumer through the length and breadth of the country via a network of more than 38,000 retail outlets.

The Company communicates and spreads awareness of its product range through a concerted campaign including

media such as technical leaflets, posters, banners, POPs, wall paintings, shop paintings, newspapers and radio advertisements. The distribution network and its operations are structured to facilitate constant interaction and meaningful dialogue between the sales force, the distributor and the ultimate customer. An ERP system forms the basis of all business process and all interactions between our various departments are online to ensure rapid response and delivery of the Company’s products and services to the customers in the shortest possible time.

more than 38,000 retail outlets

RetailersDistributorsRegional Sales office

9 2,950 38,000

Strong presence

No presence

Modest presence

> 27

Strong presence in specifically Mancozeb dominant market europe France, Italy, Portugal, Belgium, Greece, Hungary, Spain, UK & Turkey Asia Pacific Philippines, Indonesia, Australia, Malaysia, New Zealand, Vietnam, Taiwan south america Venezuela, Colombia, Mexico, Peru & Argentina africa South Africa, Uganda, Kenya, Morocco saarc Bangladesh, Srilanka

entry Markets in the next 2-3 yearseurope Netherland, Germany, Bulgaria, Austria, Ireland Asia Pacific China & Myanmar south america Brazil, Central America: Costa Rica, Guatemala, Honduras, Panama africa West Africa & North Africa

exploratory Marketseurope CIS usa and canada



human resource

Indofil firmly believes that the progress of the company is dependent on the advancement of its team capabilities. To this end, we sustain a policy of acquiring, nurturing, developing and advancing people to foster organisational growth. Our team consists of highly motivated and committed personnel who manage our plants, corporate and regional offices.

Indofil Values are ingrained deep in the collective psyche of our team and they serve to keep us together at all times. We have a very employee-friendly Human Resource policy that is very progressive in our outlook. This has helped us to sustain high levels of morale and ensure retention of our staff.

> 29

We undertook several initiatives to align our people and business strategy. These include:

Reviewed completely all existing HR policies by Hewitt Associates, the world’s leading provider of human resources outsourcing and consulting services.

Organised leadership development programs involving 187 employees under Project DHRUV.

Rolled out the ‘Building People Value Chain’ project with the help of world-renowned consultants, BBM group and accordingly designed the behavioural framework and leadership definition for Indofil.

Entered into a tie up with IIM-Ahmedabad to set up Academy for Sales / marketing especially for Indofilians.

Cascaded actively and promoted understanding of Indofil values, vision and mission countrywide, so that all employee’s adopt, uphold and live with these values, vision and mission.

Automated the hiring procedure.

Finalised plans to implement the PMS system.

Created Development Centres and Assessment Centres for competency mapping and formulating Individual Development Program.

Conducted various training programs round the year for promoting behavioural and functional excellence for all the employees, including top management.

Analysed the benchmarked global best practices and market and revisited the policing at Indofil.

Organised outdoor training workshops to increase the bonding among the employees.

Hired more than 20 management trainees from IIM.

Instituted a robust on-boarding Induction program to integrate the existing employees with the new recruits.

Finalised plans to implement capability building of all employees across all business areas.

Enhanced Organisation Development (OD) intervention in R&D to convert R&D into profit centre.



profile of board of directors / senior management

Under the able stewardship of Mr. K.K. Modi, Indofil Organic Industries Ltd has scaled new heights of achievements. He has brought a new perspective to the business, broadened its scope and invigorated its management. He has infused the Company with the vision of being a growth leader by enabling the success of customers. He has partnered with several international companies in his various businesses, bringing a global vision and the best of international technology to India.

Apart from his role in business and industry, Mr.K.K. Modi has made significant contributions to public causes in his role as (amongst others) President of the Confederation of Asia Pacific Chambers of Commerce and Industry (CACCI), Member of the Board of Governers of the Indian Institute of Management, Lucknow and Life Member of the All India Heart Federation etc.

Ms. Charu BhartiaExecutive Director -Indofil Organic Industries Ltd.

Ms. Charu Bhartia, daughter of Mr. K. K. Modi has carved a niche for herself as an enlightened patron of education and an eminent educationist.

She has been instrumental in developing a unique model of higher education incorporating the special requirements relevant to a growing and developing India, along with Apollo International Inc.

Her experience and expertise in education led her to set up, Modi Healthcare Placements India Pvt. Ltd. Ms Bhartia, has had the opportunity to work closely with organisations, like Caron Foundation and Neuro Linguistic Programming, Decker Communications, Aspen Group. etc.

Mr. K.K. ModiChairman & Managing Director - Indofil Organic Industries Ltd., President & Managing Director - Godfrey Philips India Ltd.Chairman -Modi Enterprises

Mr. Lalit Kumar ModiDirector - Indofil Organic Industries Ltd.Executive Director - Godfrey Philips India Ltd.

Mr. L.K Modi is a graduate of the Duke University USA and has specialised in Electrical Engineering and Business Administration. He has a graduate degree in marketing from the Pace University, New York, USA.

Mr. Modi has an extensive experience in setting up and running various businesses and non-profit organisations. He has been instrumental in setting up various joint ventures with multinationals in the Indian market. As a part of his vision, to expand into non-manufacturing areas, he established the Group’s presence in the entertainment industry.

Mr. Samir Kumar Modi Director - Indofil Organic Industries Ltd.Executive Director - Godfrey Philips India Ltd.

Mr. Samir Modi’s key expertise lies in conceptualising, strategising and establishing new businesses and nurturing them into successful, profit making enterprises. He established the first Indian network marketing company - MODICARE, marketing a range of consumer products. The company now has 1 million consultants.

Samir is also the pioneer behind India’s first of its kind convenience store - Twenty Four Seven Retail Stores that are open 24 hours, 7 days a week in 2005.

In the social sector, Mr. Samir Modi is an active campaigner for the cause of HIV/AIDS. He also established the Modicare Foundation to prevent the spread of AIDS, enhance awareness and dispell myths and misconceptions surrounding the disease.

> 31

Prof. J. RamachandranDirector - Indofil Organic Industries Ltd.

Prof. J. Ramachandran, Chartered & Cost Accountant, has a doctorate from the Indian Institute of Management - (IIM) Ahmedabad. His major area of research is corporate transformation and competitive strategy. He has extensive experience in marketing with a strong inclination towards market research.

He is also a visiting Professor at various international universities and management schools. He has recently won awards from both of India’s leading business publications, Business World and Business Today.

He is a director in several other companies including Reliance Communications Infrastructure Ltd., Sasken Communications Technologies Ltd. etc.

Mr. S.K. AlaghDirector - Indofil Organic Industries Ltd.

Mr. S. K. Alagh a graduate, from St Xavier’s College - Kolkata and a postgraduate in Marketing from Indian Institute of Management (IIM) Kolkata. He has rich and successful experience and expertise in marketing and brand building.

He has extensive involvement in educational and other business ventures. Mr. Alagh was the recipient of the Gold Medal – Kashalkar Memorial Award 2000 for his outstanding contribution to Food Processing Industry in India.

Mr. M.N. ThakkarDirector - Indofil Organic Industries Ltd.

Mr. M. N. Thakkar is a practicing Chartered Accountant since 1967 and is the Senior Partner of M/S N. M. Raiji & Co., Mumbai. He has very rich and extensive experience in Accounting, Auditing and Management Consultancy

for various corporate clients including (amongst others) Bayer Crop Science Ltd, Tata Tea Ltd and Ceat Ltd.

Mr. Munesh KhannaDirector - Indofil Organic Industries Ltd.

Mr. Munesh Khanna is a Chartered Accountant from The Institute of Chartered Accountants Of India. He has 21 years of experience in Investment Banking with exposure to varied industries including sectors like Telecom, Utilities and Energy.

Mr. Sanjay BuchDirector - Indofil Organic Industries Limited

Mr. Sanjay Buch is a Practising Advocate and Solicitor and he is a partner in Crawford Bayley & Co., an old and renowned Firm of Advocates and Solicitors. He is registered with Bar Council of Maharashtra & Goa and with The Bombay Incorporated Law Society.

His expertise spans Corporate and Business Laws. He is an advisor to several companies including large domestic and international corporations with business interests in India.

Mr. Sanjay Buch is the Non-Executive Independent Director and also a Member of the Audit Committee of the Board of Directors of the Company.

Mr. S. K. VermaDirector - Indofil Organic Industries Ltd.

Mr. S. K. Verma, I. A. S., is the Nominee Director of U.P. State Industrial Development Corporation Ltd., Kanpur. He is a Senior Officer in the Government of Uttar Pradesh and at present, he is holding the position of Managing Director – U.P. State Industrial Development Corporation Ltd., Kanpur. He has held various senior positions in the Government of U.P.



INdIAN & gLoBAL AgRocheMIcALS INduSTRyAgriculture represents the mainstay of the Indian

economy. It contributes 18.5% to India’s GDP, growing

steadily at 4% and accounts for 15% of total exports.

The agricultural sector employs nearly 58% of the

workforce. The agricultural output, however, depends

on monsoons as nearly 60% of area sown is dependent

on rainfall. Last year’s deficient monsoon, coupled with

an estimated loss of Rs. 1,400 billion of farming output

due to pests, has forced the Indian government to pay

more attention to agriculture and food security. With a

1.13-billion population, growing at about 1.6% annually,

India demands more agriculture and food products. The

declining availability of arable land acts as a crucial factor,

stimulating market growth and accelerating India’s move

towards increasing food yield for internal consumption

as well as exports. The Indian government is focusing

on better irrigation, use of fertilisers, agrochemicals and

genetically modified seeds to improve yield

(Source: Cropworld India.)

Agrochemicals are used to prevent the destruction of

crops from insect pests, diseases, weeds and rodents,

among others. Hence, they play a vital role in reducing

crop losses, benefiting farmers economically and ensuring

food safety and security for the nation.

Broadly, the industry is segmented into insecticides,

fungicides and herbicides. In volume terms, the Indian

agrochemical industry is second in Asia after China

and 12th globally. The size of the Indian agrochemicals

industry, in value terms, is estimated at Rs. 83 billion,

which includes exports worth Rs. 35 billion. India

produces around 90,000 tons of pesticides a year. As

the crops are mainly sown in two cropping seasons,

namely Kharif (July – November) and Rabi (October

–February), the demand for agrochemicals is seasonal.

Besides, the demand is skewed in favour of Kharif crops

with about 70% of annual agrochemical consumption.

At present, the industry has about 400 formulators in

addition to 30-40 large manufacturers. The country’s low

manufacturing cost and qualified manpower represent

its enduring strengths, enabling India to establish itself

as a net exporter of pesticides to over 110 countries

globally. But domestically agrochemical consumption is

low in India, despite having a predominantly agrarian

economy. Industry sources confirm only 30% of the crop

area is under pesticides protection. Andhra Pradesh,

Maharashtra, Gujarat and Punjab represent top four

states in per capita use of pesticides. India produces

approximately 16% of the world’s total food grain

production and uses only around 2% of pesticides.

India’s agrichemical consumption is 0.48 kg per hectare,

one of the world’s lowest. This is due to fragmented

land holdings, low level of irrigation, high monsoon

dependence and low pesticide awareness among farmers

about the benefits of using pesticides, among others.

ConsuMption of AgroCheMiCAl (per heCtAre)(in kgs.)

Taiw

an

17.00

Ital

y

4.70

U.S

.A.

2.30

0.60

Indi

a

11.00

Japa

n

management discussion and analysis

Globally, the agrochemical industry has grown at a CAGR

of 7.1% over CY 2001-08 to US$ 41.7 billion. For CY 2008,

the industry registered an outstanding 25% growth on the

back of volume growth and increase in prices. However,

for CY 2009, it witnessed an 11% decline to US$ 37 billion,

following a drop in agrochemical prices and economic

recession.

INdIA’S AgRIcuLTuRe SceNARIo in 2009-10The year 2009-10 was a difficult year owing to the severe

shortfall in Southwest monsoon precipitation, accelerated

by the floods of late September and early October

2009. Moreover, the erratic monsoons and drought-

like conditions in large parts of the country reinforced

the supply side bottlenecks in some of the essential

commodities. According to the Indian Meteorological

Department the 2009 monsoon was the third worst in

over 100 years since 1901, with a rainfall deficiency of

23% across the country. On the other hand, in October

2009, Andhra Pradesh experienced the heaviest flood in

106 years.

There was a sharp momentum in food prices, leading

to the emergence of double-digit food inflation in the

country. After growing consistently in the preceding few

years, agricultural growth is estimated to have recorded

a marginal fall of 0.20% in 2009-10. However, there is a

silver lining: the industry is expected to record a healthy

5% and 4% growth in 2010-11 and 2012-12, respectively.

2nd in AsiaIndian agrochemical industry is 2nd in Asia (after China) and 12th globally.

industry to record a healthy

5% & 4% growth in 2010-11 and 2012-12, respectively.

gRowTh RATe IN AgRIcuLTuRe ANd ALLIed AcTIVITIeS

(in kgs.)

* Estimates ** Forecast (Source-EAC)

2006

-07

3.70

2008

-09

1.60

2009

-10*

-0.20

2010

-11

5.00

2011

-12

4.00

5.20

2005

-06

4.70

2007

-08

SPecIALTy & PeRfoRMANce cheMIcALSSpecialty chemicals are produced at a low volume, are

high-priced and target a wide variety of markets. Virtually

in every manufacturing industry the use of specialty

chemical can be found. These chemicals are developed

under user specifications, which usually vary from one

user to another. The methods of development depend

on the application and the function of the chemicals.

Notably, the specialty industry requires the best technical

know-how. Based on the application of the chemicals

and the user industry, the specialty chemical has been

segmented into several sub categories like automotive

chemicals, construction chemicals, refining chemicals,

paper chemicals, mining chemicals, water treatment

chemicals and so on. The Indian specialty chemicals

market is about Rs. 20,000 crores with a 12% CAGR. The

specialty chemical companies are now likely to focus on

cost-effective imitations, rather than original innovation in

the short term. India is now emerging as a sourcing point

for Western MNCs, either shifting their manufacturing

base or sourcing from India. At present, Indofil’s specialty



chemicals division caters to industries like leather, textile,

plastic, coatings and construction chemicals.

LeATheR INduSTRyThe leather industry holds a prominent place in the Indian economy. This sector is known for its consistency in high export earnings and it is among India’s top ten foreign exchange earners. With an annual turnover of over US$7 billion, the export of leather and leather products increased manifold over the past decades and touched US$ 3.59 billion in FY 2008-09, recording a cumulative annual growth rate of about 9.58%. India’s leather sector meets 10% of global finished leather requirement. India’s leather industry employs about 2.5 million people and 30% of the workforce is women. The Government of India had identified the leather sector as a core focus area in its foreign trade policy in 2004-09, in view of its immense potential for export and employment generation. With the implementation of various industrial development programmes as well as export promotional activities and keeping in view the past performance and industry’s inherent strengths, the Indian leather industry aims to augment production and enhance export to US$ 7.03 billion by 2013-14.

INdIAN TexTILe INduSTRyIndian textile industry contributes about 14% to industrial production, 4% to the country’s gross domestic product (GDP) and 16.63% to export earnings. Nearly 40% of the textiles produced in the country are exported and the textiles sector represents the biggest employment generator after agriculture.

The sector targets US$ 6 billion foreign direct investment (FDI) by 2015 to be invested in green field units in textiles machinery, fabric and garment manufacturing, as well as technical textiles. India’s textiles and apparel exports, worth US$22 billion, is expected to increase four-fold to touch US$90 billion in the next 25 years. The textile

ministry announces an investment in the textile sector, up to Rs.1500 billion by 2012.

PLASTIcS INduSTRyIndia’s plastics industry has made significant achievements, ever since it made a modest but promising beginning by commencing production of Polystyrene in 1957. At present, the plastic processing sector comprises over 30,000 units involved in producing a variety of items through injection moulding, blow moulding, extrusion and calendaring. The capacities built in most segments of this industry coupled with inherent capabilities have made India capable of servicing the overseas markets. Indian Plastics Industry is expanding at a phenomenal pace. Major international companies from various sectors such as automobiles, electronics, telecommunications, infrastructure, food processing, packing and healthcare, among others have set up large manufacturing bases in India. Therefore, demand for plastics is rapidly increasing. The Indian Plastics Industry has been growing at a rate of 12% over the years, almost 1.5 times faster than India’s GDP growth. Domestic PVC demand grew by 20% in 2009-10, against an estimated growth of 10-15%.

However, India’s per capita polymer consumption (5 kg) is one fifth of the world average (25 kg). Even China’s per capita polymer consumption is 30 kg with North America having per capita as high as 90 kg. Moreover, India’s share in world’s plastic export is hardly less than 2%. Hence, the potential Indian market has motivated entrepreneurs to acquire technical expertise, achieve superior quality standards and build capacities in the booming plastic industry. Phenomenal developments in the plastic machinery sector, coupled with matching developments in the petrochemical sector, both of which support the plastic processing sector, have facilitated the plastic processors to build capacities to service both the domestic market and overseas markets. The government of India is also trying to reform the plastics sector in order to boost growth through joint ventures and foreign investments.

> 35

coATINgS ANd PAINT INduSTRyThe global paint industry can be classified into decorative segment (70% market share) and industrial segment (30% market share). Increasing urbanisation, cheaper housing loans and a shift from semi-permanent to permanent housing structures have been driving growth in decorative paints segment. On the other hand the growth in industrial paint is driven by automotive sector as two-thirds of the industrial paints produced in the country are automotive paints. The per capita consumption of paint in India is 900 grams, compared to 15-25 kg in the developed countries. As per estimates, India’s paint industry is worth Rs. 9,000 crore and is expected to grow by 10% in the next five years.

coNSTRucTIoN cheMIcALSConstruction chemicals represent a generic name assigned to describe a wide range of chemicals that are used in pre- and post-construction stages. Construction chemicals are used as additive to concrete/mortar or in application on masonry surfaces. These chemicals modify and enhance the properties of concrete in fresh and hardened state. A large variety of formulations and chemistries are used for diverse applications during both pre- and post-construction stages in order to impart special properties to concrete structures.

The Indian construction chemical industry, termed as a `sunrise industry`, is already showing colours, but is yet to blossom fully. At present, the industry size is relatively small with an annual turnover of around Rs. 300 crores. But the upside of the story is that the demand for such products is typically linked to new construction activities taking place and this is expected to drive the market in future. The market for construction chemicals can be divided into buildings and infrastructure projects like roads, bridges and dams. In India, the construction as well as infrastructure activities are booming and are expected to rise constantly on the back of massive investments lined up by government as well as private players.

coRPoRATe deVeLoPMeNTSIndofil is a manufacturer and supplier of both Agrochemicals and Specialty and Performance Chemicals. Driven by its indomitable human potential and a rich experience of over 4 decades, the Company’s stride for excellence is powered by world-class manufacturing facility, innovative mindset and best practices.

• Encouraging performance – Indofil reported an

encouraging performance, despite FY 2009-10 being a

tough year with delayed monsoons, drought, flood and

overall de-growth in agriculture industry. The topline

recorded a year-on-year growth of 24% to

Rs. 74,032.72 Lacs, whereas net profit increased by

110% to Rs. 6,869.38 Lacs. Remarkably, the Company

was able to improve its operating profit margin to 18%

from 12% in FY 2008-09.

• Dahej Plant went on stream – The year 2009-10 has

been a landmark year for Indofil as its Greenfield plant

at Dahej began commercial operation on 5th October

2009. More importantly, the plant was constructed and

put into operation in a record time of 10 months. This

plant is amongst the first in SEZ Dahej.

• Launched Merger and Avatar – During October 2009,

Indofil introduced two new fungicide under the brand

name Merger and Avatar. Both the products have seen

an overwhelming response from the channel partners

and end consumers, as within a short span of time the

Company has sold over 100 tons.

• Sponsored the AGROW Awards 2009 – Indofil was

among the few privileged sponsors of the AGROW 2009

awards held in November 2009 at London, UK. The

Company sponsored ‘The Most Innovative Chemistry’

Award which was won by Dupont Crop Protection.



gRowTh dRIVeRS• Government thrust on agriculture – In the Union

Budget 2010-11, the agriculture sector continued

to occupy the centre-stage with focus on promoting

inclusive growth, enhancing rural incomes and

sustaining food security. Apart from high allocation

towards the agriculture sector, government has taken

several initiatives like nutrient-based subsidy policy

for the fertiliser sector, waiver of service tax for

quality seeds, adoption of four-pronged strategy for

agricultural growth and farmer debt waiver scheme for

overall benefit of Indian agriculture.

• Spreading awareness among farmers – Government

and private players are collaborating to educate

the farmers about the benefits of pesticides. Live

demonstrations are being organised to make the

farmers understand the difference.

• Availability of credit – To provide regular and cheaper

funds to farmers, the Indian banks have been

consistently meeting the targets set for agriculture

credit. For the year 2010-11, the target has been raised

to Rs.3,75,000 crore from Rs. 3,25,000 crore in 2009-

10. Besides, the government has raised the interest

subvention to 2% from 1% earlier as an incentive to

those farmers who repay their short-term crop loans

as per schedule. Thus, the effective rate of interest for

such farmers works out to 5% annually.

• Good growth in user industries – As per Economic

Advisory Council the Indian GDP is expected to grow by

8.2% in 2010-11 and by 9.0% in 2011-12. Even the Index

of Industrial Production (IIP) recorded 13.5% growth for

month of March 2010. Accordingly, the user industries

for our specialty chemicals like textile, leather, plastics,

coatings and construction are chucking good growth.

Further, the per capita consumption of specialty and

performance chemicals in India is grossly low compared

to other countries indicating tremendous scope for

future growth.

• Improvement in realisation of crop prices – In the

last few years there has been a significant increase

in the agro commodity prices across the board. Few

of the food grain prices have multiplied several times

on account of lower production. A part of the benefit

has been accrued to farmers as well. Going ahead,

the prices are expected to remain robust. Better

the earnings of farmers, more the consumption of

agrochemicals.

• Increasing global demand – The global demand for

food is expected to double by 2050 and agriculture

must feed 9 billion people, 3 billion more than today.

Amid stagnant natural sources and a changing climate,

countries across the globe are finding means to

improve the crop yield and enhance productivity. This

will keep the global demand of agrochemicals robust.

• Patent expiry of molecules – Agrochemicals are

protected by patents to encourage innovation similar

to the pharmaceutical industry. Going ahead, many

molecules are likely to go off patent, throwing the

market open for generic players. As per estimates, total

available opportunity through patent expiry stands at

US$ 3.6 billion.

fuTuRe STRATegIeS• Focus on core products and priority crops – To

accelerate the future growth, Indofil is putting

special thrust to aggressively produce and market

few of its core products, which are market leaders in

their segment. In association with world-renowned

consultants BAIN and Co., Indofil conducted an in-depth

industry research and has come up with five priority

crops namely rice, cotton, soyabean, pulses and chillies.

Indofil will be targeting more on these crop producing

indofil has very clearly laid out ‘project lakshya’ to become a us$ 1 billion Company by 2013-14.

areas. With a vision to be a global leader in growth

with customer success, Indofil has very clearly laid out

‘Project Lakshya and Project Udaan’ to become a US$ 1

billion Company by 2013-14.

• Boost the Specialty & Performance Chemicals – At

present, the Specialty & Performance Chemicals sector

contributes 11% of the total revenue and is doing

well. However, the Company finds tremendous growth

potential due to a sharp recovery in the user industries

like textile, construction, coatings, plastic and leather.

Over the coming years, Indofil is planning to ramp up

this business by adding capacities, supply chain and

people, among others. Internally the Company has set

a target to take the share of this division to 40% of the

total revenue in the next three years.

• Increase international presence – Experts have

warned that global warming will affect agricultural

production across the world, with increased incidences

of droughts, floods and other extreme weather

events. Countries all over the world are adopting a

serious approach towards sustainable agricultural

and improving crop yields. The global demand for

agrochemicals is thus estimated to grow attractively.

Indofil is rapidly expanding its international business

along with value-added distribution and collaboration

to capitalise on this opportunity. In the next couple of

years, the Company foresees exports growing bigger

than the domestic business and contributing more than

50% of the total revenue.

• Product registration in new countries – Most countries

around the globe are fairly regulated and have stringent

registration process for import of agrochemicals. In

order to tap new geographies, Indofil is in the process

of getting different products registered in various

countries.

• Enhance distribution network and supply chain –

Indofil is constantly striving to increase penetration

and enhance its market share further by leveraging on

its brand value and rich experience. Despite a robust

distribution set up, the Company is further looking to

make collaboration and strategic alliance to strengthen

its supply chain in newer geographies.

• Augment and modernise production capacities –

Indofil has drawn up plans to modernise its production

facility particularly for the specialty and performance

chemicals division. It has also decided to set up a

greenfield plant for specialty chemicals in Gujarat

involving a Rs. 50-crore investment. Moreover it is

contemplating the option to expand the capacity at its

new Dahej plant with an investment of Rs. 25 crore.

Simultaneously, the Company will also try to increase

its trading volume.

• Launch new products and chemicals – Indofil has been

constantly launching new products and brands every

year. To increase the market share further and tap

new markets, the Company will continue to focus on

introducing new brands in the coming years. Recently,

the Company has joint-ventured with a Chinese

Company and is working towards bringing their new

chemistries in India.

• Strengthen the R&D activities – Indofil is among the few

companies in the agrochemical industry to have been

accredited by NABL (National Accreditation Board for

Testing and Calibration Laboratories). The Company

has decided to increase its focus on R&D activities to

accelerate product development.



risk management risk implication

Agrochemical industry is vulnerable to seasonal and

weather fluctuations. Any shortfall in rains or drought will

adversely affect the sales and net profit.

risk Mitigation

Indofil has diversified itself across India. So drought or

scanty rainfall in one region will not impact the sales of

the Company to a great extent. Besides, Indofil also has

presence in 60 countries across the world. Moreover,

its specialty and performance chemical business, which

contributes 11% of total revenue, is not dependent on

monsoon.

risk implication

As the Company derives 37% from exports, rupee

appreciation may lead to significant forex losses.

risk Mitigation

Although Indofil derives significant revenue from exports

but at the same time it also imports raw material, which

acts as a natural hedge against the foreign exchange

fluctuation. Secondly Indofil has an outstanding foreign

currency loan, which mitigates the risk of rupee

appreciation.

risk implication

Indian agrochemical industry is largely a fragmented

market with hundreds of small players. There is always a

great risk of losing the market share to competitors.

risk Mitigation

Indofil is the dominant player in fungicides commanding

17.5% market share in India. It has a strong brand value,

which enjoys the maximum trust of farmers. Indofil also

has an unrivalled supply chain of 2,950 distributors and

over 38,000 retailers, which gives a strong competitive

edge to the Company.

Weather Risk

Foreign Exchange Risk

Competition Risk

> 39

risk implication

The revenues of the Company are significantly dependent

on the sale of few products, like Mancozeb fungicides,

among others. Any factor adversely affecting these

products will negatively impact the sales and profitability.

risk Mitigation

Currently, Indofil generates 80% of total revenue from

the top 13 products. It is among the few companies

which boast of having a basket of 55 products. It also

has a strong R&D team which comes out with new

formulations. Last year, Indofil launched two products,

Avatar and Merger, which are well accepted in the

market. Besides, with the Company’s thrust to increase

its specialty & performance chemical business, Indofil will

have a fairly de-risked revenue model.

risk implication

Most of the raw material for agrochemicals and specialty

chemicals are crude based and the highly volatile crude

oil prices can dent the profitability.

risk Mitigation

Indofil follows a mix policy for raw materials

management. It has entered into long-term contracts

with the suppliers and at the same time purchases part

of the material on the spot. This balances the overall

raw material cost. Secondly, Indofil is in a better position

to pass on the rise in raw material price to the end

consumers.

risk implication

Intellectual capital represents the foundation of any

business. The exit of key senior personnel can hamper

future growth or even sustainability of the Company.

risk Mitigation

Indofil understands the importance of human capital and has accordingly formulated people strategies with the help of BBM group. It has an effective PMS process in place to reward efficiency. At present, Indofil has framed out Project Dhruv, which undertake leadership programme, behavioural management, individual development program across its development centres and assessment centres. Indofil enjoys the status of preferred employer. Most of its employees are associated with the Company for many decades. This signifies an ability to retain people.

Product Risk

Raw Material Risk

Attrition Risk



financial review

results of operation

profit before tax

Rs. 10,032.50 Lacs

Rs. 5,235.88 Lacs

due to improved profit margin

FY 2008-09

FY 2009-10

+92%

interest

Rs. 2,295.10 Lacs

Rs. 1,959.14 Lacs

on account of rise in Total Debt

FY 2008-09

FY 2009-10

+17%

Rs. 1,093.80 Lacs

Rs. 1,124.12 Lacs

other income mainly represents the export incentives

FY 2008-09

FY 2009-10

-03%

depreciation

Rs. 1,155.00 Lacs

Rs. 481.56 Lacs

On account of purchase of new plant & machineries and building for Dahej plant

FY 2008-09

FY 2009-10

+140%

the material consumed was much higher but due to considerable fall in raw material prices

Rs. 35,187.50 Lacs

Rs. 34,331.82 LacsFY 2008-09

FY 2009-10

+02%

profit after tax

Rs. 6,869.38 Lacs

Rs. 3,274.56 LacsFY 2008-09

FY 2009-10

+110%

operational and other expenses

on account of increased activities with Dahej plant becoming operational during the year

ebitdA / operating profitthe operating profit margin improved by an impressive 540 basis point to 18% from 12% of net sales in the previous year

Rs. 13,482.60 LacsFY 2009-10

Rs. 7,676.58 LacsFY 2008-09

+76%ebitdA operating profit margin improved by an impressive 540 basis point to 18% from 12% of net sales in the previous year

Rs. 5,087.85 Lacs

Rs. 3,999.69 Lacs

on account of new recruitment for Dahej unit and normal annual hike in the salary

FY 2008-09

FY 2009-10

+27% Rs. 21,368.57 Lacs

Rs. 14,847.15 Lacs FY 2008-09

FY 2009-10

+44%

net sales

Rs. 74,032.72 Lacs

Rs. 59,731.12 Lacs

on account of increased production from the new Dahej plant

FY 2008-09

FY 2009-10

+24%

other income material consumed

personnel expense

on account of better profitability

> 41

financial position

share capital

Rs. 1,534.92 Lacs1,18,07,086

equity shares of Rs. 10 each

Rs. 88,55,314 equity shares of Rs. 10 each,

paid up Rs. 4 per share.

As no capital was raised during FY 2009-10, the paid-up share capital remained same

FY 2009-10

reserves and surplus

Rs. 16,797.43 Lacs

Rs. 10,466.78 Lacs

On account of profits retained during the year

FY 2008-09

FY 2009-10

+60%

Inventories

Rs. 12,970.37 Lacs

Rs. 8,213.03 Lacs

on account of new Dahej plant commencing production in June 2010.

June 2010

FY 2009-10

+58%

net worth

Rs. 18,332.25 Lacs

Rs.12,001.70 Lacs FY 2008-09

FY 2009-10

+53%

fixed asset

Rs. 19,559.11 LacsFY 2009-10

Rs. 4,125.95 LacsFY 2008-09

+374%

the gross block

Rs. 3,534.15 Lacs FY 2009-10

Rs. 5,791.61 LacsFY 2008-09

the capital work in progress

Rs. 17,517.19 LacsFY 2009-10

Rs. 3,199.88 LacsFY 2008-09

+447%

the net block

total debt

Rs. 24,227.99 Lacs

Rs. 17,967.92

in order to fund the greenfield expansion at Dahej, Gujarat.

FY 2008-09

FY 2009-10

+35%

Investments

Rs. 2,198.01 Lacs

Rs. 2,197.52 Lacs

representing the amount invested in wholly owned subsidiaries.

FY 2008-09

FY 2009-10

sundry debtors

Rs.18,467.96 Lacs91 days

Rs. 19,053.86 Lacs116 daysFY 2008-09

FY 2009-10

-03%

Company strengthened its recovery process and successfully reduced its number of debtors

sundry debtors sales+24%

Loans and advances

Rs. 3,100.10 lacs

Rs. 3,086.62 lacsFY 2008-09

FY 2009-10

Loans and advances

Rs. 3,100.10 Lacs

Rs. 3,086.62 LacsFY 2008-09

FY 2009-10

Cash and bank balance

Rs. 186.80 Lacs

Rs. 365.22 Lacs FY 2008-09

FY 2009-10-96%

Current liabilities

Rs. 13,350.21 Lacs

Rs. 9,820.48 LacsFY 2008-09

FY 2009-10+36%

on account of a rise in sundry creditors and other liabilities.

Working capital

Rs. 20,289.89 Lacs

Rs. 19,462.07 Lacs FY 2008-09

FY 2009-10+4%

increase in working capital was curtailed by a considerable reduction in the number of debtor days.



Indofil is committed to integrating EHS excellence into business decisions and activities to protect the environment and ensure the safety of ICC’s employees, contractors, visitors, the communities it operates in and any activity, connected directly or indirectly with Indofil Chemicals Company.

The Company operates facilities including leased units, in a manner consistent with all applicable EHS laws and regulations and urgently responds to any emergency situation that may originate from its operations.

Indofil is committed to continually improve EHS performance and strives to accomplish its goal of zero injuries and zero environmental non-conformances. This is achieved through:

health, safety & environment

Designing and operating the facilities and operations with process safety in mind, in order to prevent events that could have adverse impact on people, property and the environment.

Providing a safe and healthy work environment to all employees, contractors and subcontractors including transporters.

Conserving natural resources, energy efficiency and minimising waste from operations and prevent pollution and thus strive for Sustainable Development.

Periodically reviewing and reporting EHS performance externally while constantly challenging ourselves to do better.

Putting in place appropriate international EHS standards and resources to ensure ICC can achieve our EHS goals. This commitment is from the Top Management Team and all Indofilians working with ICC.

> 43

our new corporate officeKalpatru Square, Kondivita Road, Off Andheri Kurla Road, Andheri (East), Mumbai - 400059.



To the Shareholders,

Your Directors have pleasure in presenting the 17th Anuual Report with Audited Statement of Accounts for the year ended March 31, 2010.

FINANCIAL HIGHLIGHTS(Rs. in Lacs)

2009-10 2008-09

Gross Sales 78245.18 64685.05Less: Excise Duty 4212.46 4953.93Net Sales 74032.72 59731.12Other Income 1093.80 1124.12Total Income 75126.52 60855.24

Material Consumed 35187.50 34331.82Personnel Expenses 5087.85 3999.69Operational & Other Expenses 21368.57 14847.15Total Expenditure 61643.92 53178.66

Profit Before Depreciation, Interest & Tax 13482.60 7676.58Depreciation 1155.00 481.56Interest 2295.10 1959.14Profit BeforeTax 10032.50 5235.88Provision for Taxation

a) Current Income Tax 2865.68 1421.28b) Fringe Benefit Tax – 115.75c) Deferred Tax 297.44 424.29

Profit After Tax 6869.38 3274.56

Surplus Brought Forward 4003.33 1858.03Total Amount available for Appropriation 10872.71 5132.59

AppropriationDividend on Equity Shares (incl. Tax on Dividend) 538.73 293.76General Reserve 686.94 327.50Capital Redemption Reserve – 508.00

Surplus Carried to Balance Sheet 9647.04 4003.33

DIVIDENDThe Board of Directors have decided to recommend higher dividend of 30% Rs. 3/- per share against 20%, Rs. 2/- per share for the previous year, on the Equity Shares of Rs. 10/- each for the year ended March 31, 2010, on fully Paid-up Shares and pro-rata on partly Paid-up Equity Shares. This has been considered keeping in view the requirements of funds for on-going projects.

directors’ report

> 45

The Final Dividend, if declared as above, would involve an outflow of Rs. 460.47 Lacs towards dividend and Rs. 78.26 Lacs towards dividend tax, resulting in a total outflow of Rs. 538.73 Lacs.

PERFORMANCE REVIEWYour Directors are pleased to report that having successfully weathered the storm of recession and global slowdown, the Company has been able to record an all time high sales and exports. The strategic initiatives adopted by the Company have yielded results in all its functional areas. The Company has also launched new fungicide products Avtar and Merger in various States which have achieved success.

Total IncomeIn the year 2009-10, the gross revenue from Agro Chemical division increased by 20% over the previous year generating revenue of Rs. 70,757 Lacs as against Rs. 58,761 Lacs in 2008-09. The Specialty Chemical division witnessed a growth of 23% in revenue, reaching Rs. 8,413 Lacs in 2009-10 from Rs. 6,845 Lacs in 2008-09.

During this year, the Company’s total revenue increased to Rs. 79,339 Lacs against Rs. 65,809 Lacs in the previous year, thereby registering a growth of 21% over the last fiscal.

EBIDTA, PBT and PATYour Directors are delighted to inform you that during the year 2009-10, the Company was able to achieve Earnings before Interest, Deprecation and Tax amounting to Rs. 13,482.60 Lacs as against Rs. 7,676.58 Lacs, a 76% increase than last year’s corresponding figure.

The Profit Before Tax has increased to Rs. 10,032.50 Lacs as against Rs. 5,235.88 Lacs, recording a growth of 92% over the previous year.

The Profit After Tax increased by 110% over the previous year to reach Rs. 6,869.38 Lacs as against Rs. 3,274.56 Lacs in 2008-09.

ProductionThe production of the Agrochemicals Division for the year 2009-10 has been 30,426 MT as against 21,001 MT in the previous year and the sales have been 27,798 MT as against 20,982 MT in the previous year.

In case of Specialty Chemicals Division, the production has been 11,086 MT against 8,437 MT in the previous year and the sales have been 11,406 MT against 9,533 MT in the previous year.

Exports The exports for the year 2009-10 has been Rs. 28,911 Lacs compared to Rs. 22,703 Lacs in the previous year with a substantial growth in the Agrochemicals division. This has been a result of the shift in the Company’s export strategy to add big corporate to its clientele. The Company has also initiated special steps to further enhance the exports of both its Agrochemicals and Specialty & Performance Chemicals divisions.

ExpansionYour Directors are pleased to inform that with the commissioning of the expansion project at Dahej during the year, the commercial production for the same has also been initiated. The Company has, in full swing, started the expansion of the manufacturing capacity of the plant at Dahej. It is expected to commence commercial production during the year ending March 31, 2011.

The Company has undertaken project viz. Project Lakshya and Project Udan which have given impetus to growth. The Company has also undertaken Project Dhruv for nurturing leaders in its business. In order to ensure satisfaction and prosperity of its customers, the Company has been constantly providing customised solutions with a more focused approach. To meet the growing global demand for its products, a Joint Venture Company, namely, HIFIL Chemicals Pvt. Ltd. has been formed in collaboration with Zhejiang Hisun Chemicals Company Limited, China, to manufacture various molecules from the basic to intermediate stage and convert to a final technical product at the Company’s Plant in India.



CHANGE OF NAMEIn order to enable the Company to avail larger business opportunities, required steps to change the name of the Company from “Indofil Organic Industries Limited” to “Indofil Limited”, have been initiated. This is subject to the availability of name, with the Registrar of Companies, approval of shareholders of the Company and of the Central Government.

RESEARCH AND DEVELOPMENT

The Research and Development team works closely with the Strategic Business Units (SBU) of the two Business Divisions (Agrochemicals and Specialty & Performance Chemicals) to enhance customer focus in Product Development.

The focus areas are:

1. Organic Synthesis and Development of Technical molecules

2. Agro-Formulation Development3. Polymer Science4. Analytical Methods Development5. Process Validation and Engineering6. Accreditation of analytical laboratories

A process for Cymoxanil with improved yield has been developed at laboratory scale, scaled up in pilot plant and is being commercialised.

The Company has developed bench scale processes for One Insecticide Progargite Technical, Surfactant powder and this will be commercialised soon.

The Company has also developed pilot scale processes for manufacturing water dispersible granules of Mancozeb, which will be commercialised soon.

Three mixtures have been developed, which contain two fungicides each that are more effective for broad diseases spectrum than the individual fungicides. These have been registered with CIB. The Company is now undertaking efforts to register these mixtures for the international market. The combination products add more value to the technical molecules. The Patents for these combinations have been filed and will commercialise soon.

A total of four formulations were commercialised in Specialty and Performance Chemicals Division, which includes a binder for coatings (1 no), APEO and Formaldehyde free product for textile finishing (2 Nos) and leather finishing (1 No).

The Company has received NABL (National Accreditation Board for Testing and Calibration Laboratories) certification for its ADL laboratory. The test certificates under NABL are acknowledged internationally.

QUALITY POLICYIndofil Chemicals Company (Indofil) aims to enhance its stature as a globally recognised supplier of crop care inputs, Specialty and Performance Chemicals, by providing comprehensive and timely solutions to the current and anticipated needs and problems of customers. Fulfillment of this aim is facilitated by a customer-focused marketing set up, supported by competent Research and Development and Supply Chain functions, with emphasis on continual improvement through implementation of international standards on quality and environmental management systems and being perceived as a good corporate citizen.

HEALTH, SAFETY AND ENVIRONMENT Safety and Health are the key factors influencing every aspect of our manufacturing operations including purchase, storage and production and planning. There is no manual handling in order to avoid human exposure to hazardous chemicals. The Company is conscious of its responsibilities and undertakes proactive efforts to minimise pollution while producing high quality products. Indofil has an advanced environment protective infrastructure with production sites having three stage effluent treatment systems.

INDUSTRIAL RELATIONSIndustrial Relations remained largely cordial throughout the year under review. Several Industrial Relation initiatives implemented by the Company have

customer-focused marketing set up, supported by competent R&D and Supply Chain functions

> 47

significantly helped in improving the work culture, enhancing productivity and enriching the quality of life of the workforce.

HUMAN RESOURCES MANAGEMENTThe Company has been recognised for its good human resource practices. The Company is an equal opportunity employer with total employee strength of 734 as on March 31, 2010 as compared to 581 as on March 31, 2009. The attrition rate of the Company stands lower in comparison to the industry. Indofil believes that human resource plays a pivotal role in the sustainability and growth of the Company. The Directors of the Company thank all Indofilians for their hard work, unparalleled commitment, dedication and vision that empower us to reach new heights and set more ambitious goals for the Company.

ENERGY CONSERVTATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGODetails of energy conservation, technology absorption, foreign exchange earnings and outgo, required to be disclosed under Section 2l7(l)(e) of the Companies Act, 1956 read, with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed to this Report and forms part of it.

SUBSIDIARY COMPANIES The Reports and Accounts of the Company’s wholly-owned Subsidiary Companies, namely, Quick Investment (India) Limited, New Delhi and Good Investment (India) Limited, New Delhi for the year ended March 31, 2010 along with the statement under Section 212 (1), (3) and (5) of The Companies Act, 1956 are annexed hereto.

PAID UP SHARE CAPITALDuring the year under review, the Paid up Share Capital of the Company remains unchanged at Rs. 1534.92 Lacs

divided into 1,18,07,086 Equity Shares of Rs. 10/- (Rupees ten) each fully paid up and 88,55,314 shares of Rs. 10 each, paid up Rs. 4/-.

FIXED DEPOSITSDuring the year, the Company has not accepted any deposit from the Public. As on March 31, 2010, there are no fixed deposit outstanding or unclaimed.

DIRECTORSDuring the year under report, Mr. Anoj Menon, a Director had resigned w.e.f. August 11, 2009 due to his personal reasons. In his place, Mr. Sanjay Buch has been appointed a Director w.e.f. August 11, 2009. The Board places on record its deep appreciation for the valuable advice and guidance given by Mr. Anoj Menon, during his tenure as Director of the Company.

In terms of the provisions of Section 255 and 256 of the Companies Act, 1956 and the Articles of Association of the Company, Prof. J. Ramachandran, Mr. S.K. Verma and Mr. Sanjay Buch, Directors of the Company, are liable to retirement by rotation at the ensuing Annual General Meeting and, being eligible, have offered themselves for reappointment. The Board recommends their reappointment.

The brief Profiles of Directors being reappointed at the forthcoming Annual General Meeting forms part of the Notice of the ensuing Annual General Meeting.

None of the Directors of your Company is disqualified as per provisions of Section 274(1) (g) of the Companies Act, 1956.

DIRECTORS’ RESPONSIBILITY STATEMENTPursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confirm to the best of their knowledge and belief:

i) that in the preparation of the annual accounts for the Financial Year ended March 31, 2010, the applicable accounting standards had been followed



along with proper explanation relating to material departures ;

ii) that the Company had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit and Loss of the Company for the year under review ;

iii) that the Company had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;

iv) that the Company has prepared the annual accounts for the financial year ended March 31, 2010 on a ‘going concern’ basis.

AUDITORSThe auditors Messrs M.M. Bilimoria & Co., Chartered Accountants, Mumbai will hold office until conclusion of the ensuing Annual General Meeting and are recommended for reappointment. Auditors have confirmed that their reappointment, if made, shall be within the limits laid down under Section 224 (1B) of the Companies Act, 1956.

INTERNAL CONTROL SYSTEMS & INTERNAL AUDIT The Company has an adequate system of internal control to ensure compliance with policies and procedures. Internal audit of all the units/divisions of the Company is regularly carried out to review the internal control systems. The internal auditors evaluate the adequacy of internal controls and independence of the audit is ensured by their direct reporting to the Audit Committee of the Board.

COST AUDITThe Central Government had approved the appointment of Messrs. S.S. Mani & Co., Cost Accountants, Mumbai as Cost Auditors to conduct the Cost Audit in respect of Insecticides Formulations, for the year ended March 31, 2010 and their report shall be submitted to the Central Government in due course. The aforementioned Firm of Cost Accountants have been reappointed for conducting the Cost Audit for the year ending on March 31, 2011 subject to approval of the Central Government and an application since been made to the Central Government for its approval.

PARTICULARS OF EMPLOYEES Information as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, is given in an annexure forming part of this report.

LISTING OF SECURITIES The Company had applied for listing of its 1,18,07,086 Equity Shares to The Bombay Stock Exchange Ltd., Mumbai (BSE), but BSE vide their letter dated 31.5.2007 informed that the Exchange is unable to process Company’s Application for listing. The Company, after having examined the matter, had applied to SEBI for exemption from certain DIP Guidelines for listing. However, their response is yet awaited. To achieve the objective of listing of shares of the Company, U.P. State Industrial Development Corporation Limited, an esteemed State Government Corporation Shareholder, has also been requested to extend their help to supplement Company’s efforts in this regard. Once the original shares of the Company get listed, the Company shall take steps for listing of 88,55,314 Equity Shares issued on Rights basis.

CORPORATE GOVERNANCE As the Company was not a Listed Company during the year under Report, it was not required to comply with the Code of Corporate Governance under clause 49

> 49

of the Listing Agreement. However, notwithstanding the same, the Company is committed to improve transparency, professionalism, accountability and practice good corporate governance and enclosing a report thereon containing important aspects of the Code of Corporate Governance.

MANAGEMENT DISCUSSION & ANALYSISA detailed report on the management discussion and analysis is provided as a separate section in the Annual Report.

CEO/CFO CERTIFICATE A Certificate from Mr. K.K. Modi, Chairman and Managing Director as the Chief Executive Officer and Mr. Sunil H. Patel, Sr. Vice President-Finance as the Chief Finance Officer in relation to the financial statements for the year ended March 31, 2010 was submitted to the Board and the same was taken note of.

ACKNOWLEDGEMENTSYour Directors take this opportunity to place on record their appreciation of the dedication and commitment of employees at all levels that has contributed to the success of your Company. Your Directors thank and express their gratitude for the support and co-operation received from the Central and State Government and other stakeholders including customers, vendors, financial institutions, banks, investors, service providers as well as regulatory and governmental authorities.

For and on behalf of the Board,

Place : Mumbai K.K. MODIDated : May 26, 2010 Chairman & Managing Director



A) CONSERVATION OF ENERGY a) Energy Conservation Measures Taken During the year, the Company has received full bonus subsidy by achieving the power factor.b) Energy Consumption and Energy Consumption per unit of Production.

Power and Fuel Consumption (Rs. in Lacs)

2009-10 2008-09

a) Purchased Units at Plant Locations Unit Th Kwh 15,678.80 10,678.22 Total Amount Rs. Lacs 1,054.68 491.68 Rate/Unit Rs./Kwh 6.73 4.60b) Own Generation through Diesel Generators and gas Turbines Unit Th Kwh 1,607.75 1,164.82 Total Amount (Diesel) Rs. Lacs 177.17 79.79 Rate/Unit Rs./Kwh 11.02 6.85c) Furnace Oil Quantity KL 1,289.78 1,423.64 Total Amount Rs. Lacs 339.65 408.00 Average Rate KL 26.33 28.66d) Light Diesel Oil Quantity KL 555.62 – Total Amount Rs. Lacs 177.25 – Average Rate KL 31.90 –e) Coal Quantity Mts 6,600.89 3,513.10 Total Amount Rs. Lacs 290.70 206.02 Average Rate Mt 4.40 5.86f) Consumption per unit of production Production Mts/KL 26,219 15,373 Electricity Kwh/Kg 0.60 0.69 Light Diesel Oil Ltr/Kg 0.02 – Furance Oil Ltr/Kg 0.05 0.09 Coal Kg/Kg 0.25 0.23Details of Productions Thane Plant Mts 19,669 16,897 Dahej Plant Mts 6,550 0 Others Mts 15,293 12,541Total 41,512 29,438

NOTES :i) At the Thane Plant, several Chemicals are manufactured and Energy consumption varies with cycle time for

processing and the nature of products. Hence, comparison of Product–wise consumption versus standards have not been found feasible.

ii) Production figures are for Thane and Dahej Unit wherein Electricity, Furnace Oil and Diesel Generator Set expenses are incurred, which exclude other production of 15293 MT/KL ( previous year 12541 MT/KL. ).

B) RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTIONa) Research & Development (R&D) :

i) Specific areas in which R&D was carried out during 2009 - 2010 a) Synthesis of Generic Crop Protection Agentsb) Development of performance enhancing products for Leather, Textile, Coating and Constructionc) Development of newer, safer and eco-friendly formulations as crop Protection agentsd) Development of Adjuvantse) NABL accreditation for analytical laboratory f) Development of Laboratory for GLP accreditation

information 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 and forming part of the directors’ report for the year ended march 31, 2010.

> 51

In addition to the above, the Company is preparing for a new pilot plant facility at Thane which will cater to the needs of scale-up of technical molecules, formulations as well as Specialty and Performance Chemicals.

ii) Benefits derived as a result of the above R&D:a) Technologies for one mixture commercialisedb) Granules formulation (WG) for Crop Protection Agent is under commercial scale upc) The current products for Textile and Leather applications were made APEO freed) Acrylic super plasticizers (Generation-IV) are under development for RMC plants

iii) Future Plan of Action:a) Scale up and Commercialisation of Manufacturing Processes for Generic Crop Protection Moleculesb) Commercialisation of new user-friendly formulations for crop protection productsc) New Adjuvants Developmentd) Development of Eco-friendly Performance Enhancing Chemicals such as Binders, Thickeners and

Coating Chemicals and Admixturese) Customised range of Construction Chemicalsf) Commercialisation of Agro Application (we have already applied for patents)g) Getting our textile products certified under GOTS (Global Organic Textile Standard for textile products)

iv) Expenditure on R&D :(Rs. in Lacs)

2009-10 2008-09

Capital including Capital Work in Progress 1,108.60 1,299.35Recurring 504.41 386.06

Total 1,613.01 1,685.41

Total R&D Expenditure as a percentage of total turnover 2.06 2.60

b) Technology Absorption, Adaptation And Innovation

i) Efforts in brief made towards Technology Absorption, Adaptation and Innovation.a) Cymoxanil, a fungicide is successfully commercialised. To be cost competitive, the yields of

Cymoxanil were improved by 5%.b) Combination Mixture of Fungicide is commercialised for Asro application.

ii) Benefits derived as a result of above efforts; The above mentioned effort has resulted in growth of the Company’s Agro Chemicals and Specialty and

Performance Chemicals.

c) Foreign Exchange Earnings And Outgo(Rs. in Lacs)

2009-10 2008-09

i) Foreign exchange earned 28,257.29 22,161.62ii) Foreign exchange used 804.60 374.92iii) Foreign exchange used for Import of Capital Goods, Raw Materials etc. 13 ,265.98 15,405.91

For and on behalf of the Board,

Place : Mumbai K.K. MODIDated : May 26, 2010 Chairman & Managing Director



A) COMPANY’S PHILOSOPHY The Company firmly believes in and continues to practice good Corporate Governance. The Company continuously

endeavours to improve transparency, professionalism and accountability on an ongoing basis. The Company endeavours to maximise the value of its stakeholders by adopting the principles of good Corporate Governance in line with the provisions of law. The Company operates not only within the regulatory framework but is also guided by broader business ethics. It encourages wide participation from all stakeholders. As a responsible corporate citizen, Indofil is conscious that a business run on principles of fairness, transparency and accountability, goes a long way in fostering a healthy relationship among all stakeholders . The Company would endeavour to constantly upgrade management practices. The Report covers the Corporate Governance aspect in the Company for the year ended March 31, 2010.

B) BOARD OF DIRECTORS The Board of Directors alongwith its Committees provide leadership and guidance to the Company’s management

and directs, supervises and controls the performance of the Company. The Board of Directors consisted of 10 Directors, out of which 5 are Independent Non-Executive Non-Promoters Directors. Besides, there is also a Nominee Director of UPSIDC, who is a Senior IAS Officer. The composition of the Board is in conformity with the Standard Listing Agreement. The Independent Directors are experienced, competent and highly respected professionals from their respective fields. The Independent Directors take active part in the Board and Committee Meetings, which adds value in the decision making process of the Board of Directors. The day to day management of the Company is conducted by the Chairman and Managing Director and Executive Director subject to supervision and control of the Board of Directors. The Board of Directors also constituted the Audit Committee, Remuneration Committee and Shareholders/Investors’ Grievance Committee, which are functioning actively.

During the year under review, 5 Board Meetings were held on May 12, 2009, August 11, 2009, September 7, 2009, November 19, 2009 and February 25, 2010. The composition of the Board , attendance at Board Meetings and at the last Annual General Meeting, number of Directorships in other companies and their shareholding in the Company are as follows:

Name of the Directors Category Attendance at Meetings

No.of Directorships Shareholding

BM AGMMr. K.K. Modi Chairman & MD Executive, Promoter 5 Yes 12 2,10,466Ms. Charu Bhartia Executive Director Executive, Promoter 4 Yes 5 NilMr. L.K. Modi Non-Executive Promoter 1 No 9 18,296Mr. Samir K. Modi Non-Executive Promoter 3 Yes 9 23,189Prof. J. Ramachandran Non-Executive Independent 2 No 7 –Mr. M.N. Thakkar Non-Executive Independent 5 Yes 3 5,000Mr. Munesh Khanna Non-Executive Independent 4 Yes 2 25,000*Mr. Sunil K. Alagh Non-Executive Independent 5 Yes 2 25,000Mr. Anoj Menon** Non-Executive Independent 1 No 1 NilMr. Sanjay Buch** Non-Executive Independent 3 Yes 1 NilMr. S.K. Verma Non-Executive Nominee 4 Yes 4 Nil

* Through Caption Investment and Trading Company Pvt. Ltd.

corporate governance report

> 53

** Mr. Anoj Menon resigned w.e.f. August 11, 2009. and in his place Mr. Sanjay Buch was appointed w.e.f. August 11, 2009.

C) AUDIT COMMITTEE Pursuant to Section 292A of the Companies Act,

1956 and the Standard Listing requirements, the Audit Committee of the Board of Directors was constituted and comprises of 4 Non-Executive Directors with (1) Mr. M.N. Thakkar – Independent Non-Executive Director; Mr. Munesh Khanna – Independent Non-Executive Director; Mr. Anoj Menon – Independent Non-Executive Director and Mr. Lalit Kumar Modi – Non-Executive Director as Members and Mr. I.K. Gupta as Secretary. Subsequently, consequent to the resignation of Mr. Anoj Menon from the Directorship of the Company, the Board of Directors reconstituted the Audit Committee now consisting of (1) Mr. M.N. Thakkar – Independent Non-Executive Director; Mr. Munesh Khanna – Independent Non-Executive Director; Mr. Sanjay Buch – Independent Non-Executive Director and Mr. Lalit Kumar Modi – Non-Executive Director as Members and Mr. I.K. Gupta as Secretary. The quorum of the Audit Committee is two Members or one-third of the strength of the Audit Committee, whichever is higher. Mr. M. N. Thakkar has been appointed as the Chairman of the Audit Committee.

Besides the Committee Members, Chairman and Managing Director, Chief Executive and President, Secretary, Chief Finance Officer and other concerned Senior Executives of the Company and Partner/other Representatives of the Firms of Statutory Auditors and Internal Auditors also attend the Meetings on the invitation of the Chairman. During the financial year 2009-10, the Audit Committee met 4 times. The dates of the meetings were May 12, 2009, August 11, 2009, November 19, 2009 and February 25, 2010.

The scope of the Audit Committee includes the following:

Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

Reviewing with the management, the annual financial statements before submission to the Board for approval, with primary focus on the matters required to be included in the Director’s Responsibility Statement; Changes, if any, in accounting policies and practices and reasons thereof; Major accounting entries; Significant adjustments; Compliance with listing and other legal requirements relating to financial statements; Disclosure of any related party transactions; Qualifications in the draft audit report.

Reviewing with the management, the quarterly financial statements before submission to the Board for approval.

Reviewing with the management, performance of statutory and internal auditors, adequacy of the internal control systems.

Reviewing the adequacy of internal audit function, if any, including the structure of the Internal Audit Department, staffing and seniority of the Official heading the Department, reporting structure coverage and frequency of internal audit.

Discussion with internal auditors of any significant findings and follow-up thereon.



Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control system of a material nature and reporting the matter to the Board.

Discussion with statutory auditors before the audit commences about the nature and scope of audit as well as post audit discussion to ascertain any area of concern.

To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors.

To review the functioning of the Whistle Blower mechanism, in case the same is existing.

Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

D) REMUNERATION COMMITTEE The Board had constituted a Remuneration Committee consisting of Prof. J. Ramachandran as Chairman; Mr. S.K.

Alagh and Mr. Munesh Khanna as Members and Mr. I.K. Gupta as Secretary of the Committee. The Committee holds its meetings as and when need arises.

The Non-Executive Directors are paid sitting fees for attending each meeting of the Board / Committee thereof. Each of these Directors are also paid commission on an annual basis in accordance with the provisions of the Companies Act, 1956. Details of remuneration paid to the Directors of the Company during the year ended March 31, 2010 are as under:

(Amount in Rs.)

Directors Salary Commission Perquisites &Retirement

Benefits

Sitting Fees Board/Committee

Meetings

Mr. K.K. Modi Chairman & MD 48,00,000 1,08,40,000 24,64,314 –Ms. Charu Bhartia Executive Director 15,00,000 5,08,560 13,59,104 –Mr. L.K. Modi 5,08,560 – 20,000Mr. Samir Modi 5,08,560 – 80,000Prof. J. Ramachandran 5,08,560 – 60,000Mr. M.N. Thakkar 5,08,560 – 1,80,000Mr. Munesh Khanna 5,08,560 – 1,40,000Mr. Sunil K. Alagh 5,08,560 – 1,40,000Mr. Anoj Menon* 5,08,560 – 40,000Mr. Sanjay Buch – – 1,00,000Mr. T.R. Prasad* 3,99,885 – –Mr. S.K. Verma ** – 80,000Mr. Atul Kumar Gupta** ** – –Mr. MVS Rami Reddy** ** – –

* Resigned** Total Paid to UPSIDC Limited on account of their Nominee Directors proportionately for the period they

remained Director on Company’s Board Rs. 9,51,635.

> 55

E) SHAREHOLDERS’ GRIEVANCE COMMITTEE The Company has a Shareholders/Investors’ Grievance Committee which comprises of Mr. Sunil K. Alagh as

Chairman, (2) Ms. Charu Bhartia and (3) Mr. Samir Kumar Modi as Members and Mr. I.K. Gupta as Secretary / Compliance Officer, to look after the shareholders / investor’s complaints and redressal of shareholders / investors grievances, if any, as and when lodged with the Company. During the year ended March 31, 2010, some complaints/ clarifications etc. were lodged/sought by the Shareholders/Investors and the same were solved to their satisfaction through the Registrars and Transfer Agents of the Company.

F) ANNUAL GENERAL MEETINGS Location, Date and Time for the last 3 Annual General Meetings were as under:

Year Type Location Date Time

31.3.2009 AGM Hall of Culture Nehru Centre, Worli, Mumbai - 400 030 11.8.2009 2.30 P.M.31.3.2008 AGM SASMIRA, Dr.Annie Besant Road, Worli, Mumbai - 400 030 29.8.2008 2.30 P.M.31.3.2007 AGM Amar Gian Grover Auditorium, Lala Lajpatrai College, Lala

Lajpatrai Marg, Mahalaxmi, Mumbai - 40003417.8.2007 4.00 P.M.

Except for two special resolutions passed in the AGM held on 17.8.2007 for increase in the Authorised Share Capital u/s 31 of the Companies Act, 1956 and payment of commission u/s 309(4) to the Directors of the Company and for appointment of and payment of remuneration to Ms. Charu Bhartia as Executive Director of the Company passed at the Annual General Meeting held on August 11, 2009, no Special Resolution was passed in the previous 3 AGM or through postal ballot.

G) DISCLOSURES

a) Directors’ Interest in the Company:

Directors make full disclosures to the Board of Directors regarding the nature of their interest in the Companies in which they are Directors or Members. The Company’s contracts with the Companies in which any of the Directors of the Company is interested as Director or Member are at the then prevailing market price and in the ordinary course of the Company’s business without giving any specific weightage to them and full particulars of such contracts entered into with the Companies are entered in the Register of Contracts maintained under Section 301 of The Companies Act, 1956 and the same are placed in every Board Meeting for noting by the Directors.

In terms of Accounting Standard 18, the details of related party transactions during the year have been set out at Note 16 of Schedule 13 annexed to the Balance Sheet and Profit and Loss Account. However, these do not have any potential conflict with the interest of the Company at large.

b) There is no non-compliance of any legal provisions of applicable laws and no penalities or strictures have been imposed /passed.



H) GENERAL SHAREHOLDER INFORMATION

1. Annual General Meeting:

Date and Time : July 20, 2010 at 11.30 A.M.

Venue: Hall of Quest, Nehru Centre, Basement, Dr. A. B. Road, Worli, Mumbai - 400 018

2. Financial Year:

The Company follows April-March Financial Year.

3. Book Closure : July 16, 2010 to July 20, 2010 (both days inclusive)

4. Dividend for the year ended March 31, 2010:

The Dividend recommended by the Board for the year under review will be paid after approval of the shareholders at the forthcoming Annual General Meeting to all those shareholders whose names appear-

i) In respect of shares held in demat form to those who are recorded as beneficial owner, as per details furnished by the Depositories as at the closure of the business hours on July 15, 2010.

ii) in respect of shares held in physical form to those whose name stand registered as members in the Register of Members of the Company on July 20, 2010, being the Record Date fixed by the Board in this regard.

5. Unpaid/Unclaimed Dividend:

No amount of dividends for the Accounting years upto March 31, 2007 are unclaimed / unpaid since no dividend had been declared for these years and in respect of Dividend for the year ended March 31, 2008 and March 31, 2009, the shareholders who have not claimed their dividend yet and whose dividend remained lying in Unpaid Dividend Account, are advised to claim the same from the Company at the earliest.

6. Demat ISIN No.in NSDL & CDSL:

INE 07II01016 Fully Paid-up Equity Shares IN907II01014 Partly Paid-up Equity Shares

7. RTA and Share Transfer System

All share registry work in respect of both physical and demat segments is being handled by a single Common Agency, i.e. M/s Mas Services Ltd., T-34, 2nd Floor, Okhla Industrial Area, Phase –II, New Delhi – 110 020, as the Registrar and Share Transfer Agent (RTA), for all aspects of Investors’ servicing relating to shares.

All transfers, transmissions etc. were processed and registered within the stipulated time. As on March 31, 2010 no shares were pending for transfer for more than 15 days. Certificate has also been received from a Company Secretary-in-Practice for conducting a secretarial audit on a quarterly basis for reconciliation of the share capital of the Company.

> 57

8. Distribution of Shareholding

Distribution of shareholding of Equity Shares as on March 31, 2010.

No.of Equity Shares held No. of Shareholders

Percentage ofShareholders

No. of Shares Held

Percentage of Sharesholding

1 – 500 8,205 96.42 7,55,854 3.66501 – 1000 149 1.75 1,02,537 0.501001 – 2000 67 0.79 90,800 0.442001 – 3000 8 0.09 19,546 0.103001 – 4000 4 0.05 14,554 0.074001 – 5000 8 0.09 35,497 0.175001 – 10000 13 0.15 91,317 0.4410001 and above 56 0.66 1,95,52,295 94.63

Total 8,510 100.00 2,06,62,400 100.00

9. Dematerialisation of Shares

There were 3,500 shareholders holding 1,45,49,779 shares in electronic form, which constitutes 70.42% of the Paid-up Equity Share Capital of the Company as on March 31, 2010. It is advisable that the Shareholders who have shares in physical form get their shares dematerialised.

10. Outstanding GDRs / ADRs / Warrants or any convertible instruments, their conversion dates and likely impact on equity

No GDRs/ADRs were issued by the Company and hence not outstanding.

11. Management’s Discussion and Analysis forms a part of the Annual Report.

12. CEO/CFO Certification

Certificate signed by Mr. K.K. Modi, Chairman and Managing Director as the CEO and Mr. Sunil H. Patel, Sr. Vice President-Finance as the CFO, was placed before the Board of Directors at its meeting held on May 26, 2010.

13. Plant Locations

Thane: Off, S.V. Road, Azad Nagar, Sandoz Baug, Thane, Thane - 400 607 (Maharashtra) Tel. No.(022) 67999100

Dahej: Plot No Z-7-1 / Z-8/6 SEZ, Dahej, Taluka, Vagra, Distt. Bharauch Gujarat - 392130

14. Address for correspondence

To contact RTA for all matters relating to Equity Shares, i.e. demat, remat, consolidation, transfer, transmission, issue of duplicate share certificate, change of address, etc.

M/s.Mas Services Ltd. T-34, 2nd Floor, Okhla Industrial Area, Phase-II, New Delhi-110020 Tel. 011-26387281-82-83Fax 011-26387384E-mail: [email protected]

For any other matters or in case of any query on Annual Report.

Indofil Organic Industries Ltd.Corporate Office: Kalpatru Square, Kondivita Road, Off Andheri Kurla Raod,Andheri (E), Mumbai-400059Tel.No. +91-22-66637373 / 24960000Fax No. +91-22-28322272



financial statements

> 59

1. We have audited the attached Balance Sheet of Indofil Organic Industries Limited, (“the Company”) as at March 31, 2010, the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors’ Report) Order 2003 issued by Central Government in terms of Sub–Section(4A) of Section 227 of the Companies Act, 1956 (“the Act”) and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in Paragraphs 4 & 5 of the said Order.

4. Further to our comments in the Annexure referred to in Paragraph 3 above, we report that

a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our Audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of the books;

c) The Balance Sheet and the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the Books of Account;

d) In our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub–section (3C) of Section 211 of the Act.

e) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements read together with Significant Accounting Policies and Notes thereon, give the information required by the Act, in the manner so required and and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the state of the affairs of the Company as at March 31, 2010;

ii) in the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date ; and

iii) in the case of the Cash Flow Statement, of the cash flow of the Company for the year ended on that date.

5. On the basis of written representations received from the Directors as on March 31, 2010 and taken on record by the Board of Directors, we report that none of the said Directors is disqualified, as on March 31, 2010 from being appointed as a Director in terms of clause (g) of Sub–section (1) of Section 274 of the Companies Act, 1956.

For M. M. BILIMORIA & CO.Chartered Accountants

M. M. BILIMORIAPlace : Mumbai ProprietorDated : May 26, 2010 Membership No. 4278

auditors’ report to the members of Indofil Organic Industries Ltd, mumbai



We report that :-

1. a) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

b) The Company had chalked out a programme for verification of its fixed assets during a period of three years. In accordance with this programme, a part of the fixed assets were verified during the year and no material discrepancies were noticed.

c) In our opinion, a substantial part of the Fixed Assets has not been disposed off during the year.

2. a) The inventory of finished goods, stores, spare parts and raw materials have been physically verified by the management during the year. Inventory lying with third parties have been substantially confirmed. In our opinion, frequency of verification is reasonable.

b) In our opinion and according to information and explanation given to us, the procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion and according to information and explanation given to us, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of account.

3. a) During the year, the Company has neither granted nor taken any loans secured or unsecured to/from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956. Hence sub-clauses (b), (c), (d), (e), (f) & (g) of Clause 4(iii) are not applicable.

4. In our opinion and according to information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods. We have not come across nor have been informed of any continuing failure to correct major weaknesses in Internal Control System during the course of our audit.

5. a) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the Register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions during the year entered in the Register maintained u/s 301 of The Companies Act, 1956 exceeding the value of Rs. 5,00,000 in respect of any party, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. According to the information and explanations given to us, the Company has not accepted deposits from the public.

7. In our opinion the Company has an Internal Audit System commensurate with its size and the nature of its business .

8. The Central Government has prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 in respect of the Insecticides manufactured by the Company. We have broadly reviewed these records and are of the opinion that prima facie the prescribed account & records have been maintained. We have not however made a detailed examination of the records.

9. a) According to the information and explanations given to us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees’ state insurance, income tax, sales tax, wealth tax, customs duty, excise duty, cess and other statutory dues applicable to it.

b) According to the information and explanations given to us, there were no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and any other statutory dues which have remained outstanding as at March 31, 2010 for a period of more than six months from the date they became payable.

annexure to auditors’ report for Indofil Organic Industries Limited for the year ended march 31, 2010(referred to in para 3 of our report of even date)

> 61

c) According to the information and explanations given to us, details of dues of Sales tax, Income tax, Customs duty, Excise duty and Cess which have not been deposited as on March 31, 2010 on account of any dispute are given below:

Nature of the Statue Nature of Dues Financial year to which the matter pertains

Forum where matter is pending

Amount(Rs. in Lacs)

TOTAL (Rs.in Lacs)

Central Sales Act, 1956 Sales Tax 2000-01 Joint Comm. 23.24Central Sales Tax Act, 1956 Sales Tax 2003-04 Joint Comm. 194.90Central Sales Tax Act,1956 Sales Tax 2006-07 Joint Comm. 5.36 223.50Central Excise Act,1944 Excise Duty inclu. Edu.Cess 1997-98 Asst. Comm. 0.51

2000-01 Asst. Comm. 1.572001-02 Asst. Comm. 0.322002-03 Asst. Comm. 4.782003-04 Asst. Comm. 1.092004-05 Asst. Comm. 2.412005-06 Asst. Comm. 7.07 2007-08 Asst.Comm. 22.202009-10 Asst.Comm. 146.12 186.07

Total 409.57

10. The Company has no accumulated losses at the end of the financial year and has not incurred cash losses during the year or in the preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

12. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the Provisions of clause 4(xii) of the Companies (Auditors’ Report) Order 2003 are not applicable.

13. Since the Company is not a chit fund or a nidhi/ mutual benefit fund/society, the provisions of clause 4(xiii) of the Companies (Auditors’ Report) Order, 2003 are not applicable.

14. As the Company is not dealing in or trading in shares, securities, debentures and other investments, the provisions of clause 4 (xiv) of the Companies (Auditors’ Report) Order, 2003 are not applicable.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. According to the information and explanations given to us, the term loans have been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds

raised on short-term basis have been used for long term investments and vice-versa.

18. According to the information and explanations given to us, during the period covered by our audit report, the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act. Therefore, the provisions of clause 4(xviii) of Companies (Auditors’ Report) Order 2003 are not applicable.

19. According to the information and explanations given to us, the Company has not issued any debentures. Hence no security or charges have been created.

20. During the period covered by our audit report, the Company has not raised any funds through public issues . Accordingly , paragraph 4(xx) of the order is not applicable.

21. During the course of our audit and to the best of our knowledge and belief and according to the information and explanation given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year nor have we been informed of such case by the management.

For M. M. BILIMORIA & CO.Chartered Accountants

M. M. BILIMORIAPlace : Mumbai ProprietorDated : May 26, 2010 Membership No. 4278



(Rs. in Lacs)

SchedulesAs at

March 31, 2010As at

March 31, 2009

I SOURCES OF FUNDSShareholder's fundsa) Share Capital (1) 1,534.92 1,534.92 b) Reserves and Surplus (2) 16,797.43 10,466.78

18,332.35 12,001.70 Loan funds (3)Secured Loans 24,157.99 17,897.92 Unsecured Loans 70.00 70.00 Deferred Tax Liability (Net) 978.90 681.46

43,539.24 30,651.08

II APPLICATION OF FUNDSFixed Assets (4)Gross Block 19,559.11 4,125.95 Less : Accumulated Depreciation and Amortisation 2,041.92 926.07 Net Block 17,517.19 3,199.88 Capital Work-in-Progress 3,534.15 5,791.61

Investments (5) 2,198.01 2,197.52

Current Assets, Loans & Advances (6)Inventories 12,970.37 8,213.03 Sundry Debtors 18,467.96 19,053.86 Loans & Advances 3,100.10 3,086.62 Cash and Bank Balances 186.80 365.22

34,725.23 30,718.73Less: Current Liabilities & Provisions (7)Current Liabilities 13,350.21 9,820.48 Provisions 1,085.13 1,436.18

14,435.34 11,256.66

Net Current Assets 20,289.89 19,462.07

43,539.24 30,651.08

Notes to Accounts (13)The Schedules referred to above form an integral part of the accounts -

balance sheet as at march 31, 2010

Per our report attached For and on behalf of the Board of Directors for M. M. BILIMORIA & CO.Chartered Accountants R.K.Malhotra K.K.Modi

Chief Executive and President Chairman and Managing Director

M. M. BILIMORIA I.K.Gupta Charu Bhartia Proprietor Chief Executive - Corporate and Executive Director Membership No. 4278 Company Secretary

S.H.Patel J. Ramachandran Sr. Vice President (Finance) M.N.Thakkar

S.K.Alagh Director Place: Mumbai Sanjay Buch Date: May 26, 2010 Munesh Khanna

Date: May 26, 2010

}

> 63

(Rs. in Lacs)

SchedulesYear ended

March 31, 2010Year ended

March 31, 2009

incomeGross Sales 78,245.18 64,685.05 Less : Excise Duty 4,212.46 4,953.93 net Sales 74,032.72 59,731.12

Other Income (8) 1,093.80 1,124.12

Total income 75,126.52 60,855.24

eXPenDiTURe

Materials Consumed (9) 35,187.50 34,331.82 Personnel Expenses (10) 5,087.85 3,999.69 Operational and Other Expenses (11) 21,368.57 14,847.15 Interest (Net) (12) 2,295.10 1,959.14 Depreciation 1,155.00 481.56

Total expenditure 65,094.02 55,619.36

Profit Before Tax 10,032.50 5,235.88

Income Tax ExpensesCurrent Tax 2,865.68 1,421.28 Deferred Tax 297.44 424.29 Fringe Benefit Tax 115.75

Profit after Tax 6,869.38 3,274.56

Balance brought forward from Previous Year 4,003.33 1,858.03

Balance available for Appropriation 10,872.71 5,132.59

AppropriationsDividend on Shares 460.47 251.09 Dividend Tax 78.26 42.67 General Reserve 686.94 327.50 Capital Redemption Reserve – 508.00

1,225.67 1,129.26 Surplus carried to the Balance Sheet 9,647.04 4,003.33

Earning per share - Basic/diluted 44.75 26.06 Nominal value per share 10.00 10.00

Notes to Accounts (13)The Schedules referred to above form an integral part of the accounts

profit and loss account for the year ended march 31, 2010

Per our report attached For and on behalf of the Board of Directors for M. M. BiliMoriA & Co.Chartered Accountants R.K.Malhotra K.K.Modi


M. M. BiliMoriA I.K.Gupta Charu Bhartia Proprietor Chief Executive - Corporate and Executive Director Membership No. 4278 Company Secretary



Date: May 26, 2010

}



(Rs. in Lacs)

Year ended March 31, 2010


A CASH FLOW FROM OPERATING ACTIVITIESNet Profits/(Loss) Before Tax 10,032.50 5,235.88 Adjustments for :Depreciation 1,155.00 481.56 Interest Paid (net) 2,295.10 1,959.14 Profit on Sale of Assets/Investment – (52.23)Loss on Sale of Assets 0.54 –Amount Written Back (9.65) (2.28)Dividend Income (2.14) (2.14)

3,438.85 2,384.05 Operating Profit Before Working Capital Changes 13,471.35 7,619.93 Adjustments for :Decrease/(Increase) in Inventories (4,757.34) (951.80)Decrease/(Increase) in Sundry Debtors 585.91 (6,984.07)Decrease/(Increase) in Other receivables (13.49) (687.19)Decrease/(Increase) in Trade and Other Payables 3,414.65 228.80

(770.27) (8,394.26)Cash Generated from Operations 12,701.08 (774.32)Tax Paid (3,336.97) (870.55)Provisions for Doubtful Debts – –

(3,336.97) (870.55)Net Cash from Operating activities 9,364.11 (1,644.87)

B CASH FLOW FROM INVESTING ACTIVITIESPurchase of Fixed Assets (13,218.60) (5,839.60)Amount received on Sale of Assets 3.22 351.12 Investments (0.49) (1,563.24)Dividend Received 2.14 2.14 Net Cash from Investing Activities (13,213.73) (7,049.58)

C CASH FLOW FROM FINANCING ACTIVITIES(Repayment)/Receipt of Long Term Borrowings (Net) 6,063.51 (465.50)Increase/(Decrease) in Short Term Borrowings (Net) 196.55 8,797.91 Equity Share Capital Funds received – 354.21 Premium Received on Equity Issue – 1,771.06 Preferential Share Capital redeemed – (508.00)Interest Paid (net) (2,295.10) (1,959.14)Dividend Paid including Dividend Tax (293.76) (173.80)

3,671.20 7,816.74 Net Cash Flow from Financing ActivitiesNet Cash Flow for the year (178.42) (877.71)Cash and Cash Equivalents (Opening) 365.22 1,242.92 Cash and Cash Equivalents (Closing ) 186.80 365.22

Notes: 1. The above cash flow statement has been prepared under the ‘Indirect Method’ as set out in the Accounting

Standard-3 on Cash Flow Statements, notified under sub-section (3C) of Section 211 of the Companies Act, 1956.2. Previous year figures have been re-grouped where necessary .

cash flow statementfor the year ended march 31, 2010

Per our report attached For and on behalf of the Board of Directors for M. M. BILIMORIA & CO.Chartered Accountants R.K.Malhotra K.K.Modi


M. M. BILIMORIA I.K.Gupta Charu Bhartia Proprietor Chief Executive - Corporate and Executive Director Membership No. 4278 Company Secretary



Date: May 26, 2010

}

> 65

(Rs. in Lacs)

As at March 31, 2010


SCHEDULE 1 Share Capital

Authorised4,40,00,000 Equity shares of Rs. 10/- each (P Y 4,40,00,000 Shares of Rs. 10 each) 4,400.00 4,400.00 6,00,000 6%, Non Cumulative Redeemable Preference 600.00 600.00 Shares of Rs. 100/- each

5,000.00 5,000.00

Issued, Subscribed & Paid Up1,18,07,086 Equity Shares of Rs. 10/- each Fully paid Up 1,180.71 1,180.71 (of the above 1,17,57,086 Equity Shares of Rs. 10/- each issued to shareholder of Modipon Ltd. as Fully Paid Up without payment being received in cash)

88,55,314 Equity Shares of Rs. 10/- each - paid up Rs. 4/- per share 354.21 354.21

1,534.92 1,534.92



SCHEDULE 2 Reserves and Surplus

General ReserveAs per last Balance Sheet 461.10 Add: Transfer from Profit and Loss Account 686.94 1,148.04 461.10

Capital Redemption Reserve 508.00 508.00

Share Premium As per last Balance Sheet 5,494.35 3,723.29 Addition During the year – 1,771.06 Total Share premium 5,494.35 5,494.35

Profit & Loss Account 9,647.04 4,003.33

16,797.43 10,466.78

schedules forming part of the balance sheet



(Rs. in Lacs)



SCHEDULE 3 Loan Funds

Secured Loans

A. Long Term Loans:From Institutions/BanksSICOM Ltd. 2,070.00 1,740.00 (Repayable within one year Rs. 460 Lacs P.Y. Rs. 580 Lacs)

Development Credit Bank Ltd 360.00 540.00 (Repayable within one year Rs. 180 Lacs P.Y. Rs. 180 Lacs)

Union Bank of India- Indian Currency Loan 1,300.00 1,618.04 (Repayable within one year Rs. 400 Lacs P.Y. Rs. 400 Lacs)

Union Bank of India - Foreign Currency Loan 1,133.25 –(Repayable within one year Rs. 283.31 Lacs P.Y. NIL)

Shamrao Vithal Co Op Bank Ltd 2,000.00 –(Repayable within one year Rs. 375 Lacs P.Y. NIL)

(Above all loans are Secured by a first charge of Company's fixed assets,and second charge on current assets and other movable assets, both present and future inter se the consortium Bankers)

Standard Chartered Bank 2,934.92 –(Repayable within one year Rs. 180.45 Lacs P.Y. NIL)(Secured by Specific Assets Financed )

From OthersHire Purchase Loans 283.06 119.67 (Repayable within one year Rs. 56.29 Lacs P.Y. Rs. 22.39 Lacs)(Secured by hypothecation of Specific assets financed)

B. Short Term Loan from the Consortium Bankers:Cash Credit/Working Capital Demand Loan 14,076.76 13,880.21 (Secured by a first pari passu charge, by way of hypothecation of Company's current assets and other movable assets and second pari passu charge on the fixed assets both present and future, inter se the Term Lenders )

Total 24,157.99 17,897.92

Unsecured LoansFrom Institutions/Banks : IIBI Ltd. 70.00 70.00 (Repayable within one year Rs. Nil P.Y. Rs. Nil)

Total 70.00 70.00


> 67

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(Rs. in Lacs)



SCHEDULE 5 Investments

Long Term Other Than Trade

A. Quoted : At CostEquity Shares Fully Paid-up214,211 shares of Modi Rubber Ltd. of Rs. 10/- each 0.00 0.00 100,000 shares of Modi Carpets Ltd. of Rs. 10/- each – 0.00 (Market Value Rs. Nil P.Y. Nil)

B. Unquoted : At CostEquity Shares Fully Paid-up14,250 Shares of Cosmos Co-op. Bank Ltd. of Rs. 100/- each 14.25 14.25 (P.Y. 14250 Shares - Rs. 14,25000)4900 Equity Shares of M/s HIFIL Chemicals Pvt. Ltd. of Rs. 10/- each (P. Y NIL) 0.49 –

C. In Wholly owned SubsidiaryEquity Shares Fully Paid-up10,015 Shares of Quick Investment (India) Ltd. of Rs. 100/- each 10.02 10.02 (P.Y. 10015 Shares - Rs. 10,01,500)70,105 Shares of Good Investment (India) Ltd. of Rs. 100/- each. 2,173.25 2,173.25 (P.Y. 70105 Shares - Rs. 217325500)(Aggregate book value of unquoted investment Rs. 2198.01 Lacs, P.Y. Rs. 2197.52 Lacs )

2,198.01 2,197.52



SCHEDULE 6 Current Assets, Loans & Advances

A. Inventories:Raw Materials 1,228.91 1,622.52 Packaging Materials 463.79 344.55 Stores & Spare Parts 88.64 73.29 Goods in Transit -Raw Materials 1,973.24 1,336.26 Finished Goods 9,215.79 4,836.41

12,970.37 8,213.03

B. Sundry Debtors:Exceeding six monthsFully secured - Good 28.98 31.93 Unsecured - Good 871.25 791.66 Unsecured - Doubtful 378.30 406.40

Other DebtsFully secured - Good 331.35 283.50 Unsecured - Good 17,236.38 17,946.77

18,846.26 19,460.26 Less: Provision for Doubtful Debts (378.30) (406.40)

18,467.96 19,053.86

Contd.


> 69

(Rs. in Lacs)As at

March 31, 2010As at

March 31, 2009

SCHEDULE 6 Current Assets, Loans & Advances

C. Cash and Bank Balances:i. Cash:

Cash-in-Hand 1.21 0.98 Cheques-in-Hand – 7.79

ii. Bank Balances:In current account - with Scheduled Banks 89.79 81.29 In current account - with Non Scheduled Banks 2.80 2.16 (Intensa Sanpalo SPA, Balance Rs. 2.80 Lacs, P. Y. 2.16 Lacs)In Fixed Deposits 90.00 270.00 Margin Money Pledge with Banks 3.00 3.00

186.80 365.22

D. Loans and advances:Secured Loans to Employees 83.36 56.00 Unsecured, considered good, unless otherwise stated :Advances recoverable in cash or inkind or for value to be received :Considered Good 1,603.62 Considered Doubtful 1.16

1,604.78 Less: Provision for Doubtful Advances 1.16 1,603.62 1,904.45 Security / Other Deposits Considered Good 619.79 413.01 Prepaid Expenses 90.11 64.65 Balance with Excise 703.22 648.51

3,100.10 3,086.62



SCHEDULE 7 Current Liabilities & Provisions

Current liabilities :Sundry Creditors 8,899.73 6,600.91Security Deposits Received From Customer 589.60 520.91Unclaimed Dividend * 5.68 1.89Other Liabilities 3,855.20 2,696.77(Includes dues to Managing Director Rs. 209.23 Lacs. P.Y. 13,350.21 9,820.48 Rs. 108.40 Lacs; Dues to Executive Director Rs. 24.00 Lacs. P.Y. - Nil;Other Directors Rs. 104.61 Lacs P.Y. 54.20 Lacs)* There is no amount due and outstanding to be credited to Investor Education and Protection Fund

Provisions :For Gratuity – 182.13 For Leave Encashment 437.90 371.77 For Taxation (net) 103.60 573.02 For Dividend 460.47 251.09 For Corporate Dividend Tax 78.26 42.67 For Wealth Tax 4.90 5.75 For Fringe Benefit Tax – 9.75

1,085.13 1,436.18




(Rs. in Lacs)



SCHEDULE 8 Other Income

Miscellaneous Income (Gross) 56.44 18.89 Other Sales / Services 0.68 1.04 Rent Income (Gross) 11.40 11.40 (includes tax deducted at source of Rs. 1.86 Lacs P.Y. Rs. Nil)Dividend Income 2.14 2.14 Claims Realised 28.85 27.36 Amounts / Excess Provision Written Back 9.65 2.28 Foreign Exchange Fluctuation - Net 60.32 88.12 Profit on Sale of Fixed Asset - Net – 52.23 Export Incentives and Entitlements 924.32 920.66

1,093.80 1,124.12



SCHEDULE 9 Materials Consumed

A. Raw Material Consumed 34,182.30 32,073.52 B. Packaging Material Consumed 3,521.32 2,415.17 C. Finished Goods Purchased 1,863.26 1,176.23 D. (Increase) / Decrease in Finished Goods Stocks

Opening Stocks 4,836.41 3,503.31 Less: Closing Stocks (9,215.79) (4,836.41)

(4,379.38) (1,333.10)

35,187.50 34,331.82



SCHEDULE 10 Personnel Expenses

Salaries, Wages & Bonus 4,229.93 3,175.80 Contribution to Provident & Other Funds 404.87 318.44 Gratuity 110.62 242.02 Employees' Welfare 392.18 263.43

5,137.60 3,999.69 Less : Capitalised (49.75) –

5,087.85 3,999.69

schedules forming part of the profit and loss account

> 71

(Rs. in Lacs)

Year endedMarch 31, 2010


SCHEDULE 11 Operational and Other Expenses

Stores Consumed 416.01 314.25 Power, Fuel and Utilities 2,195.22 1,235.62 Repairs to Plant & Machinery 416.21 137.22 Repairs to Buildings / Other Repairs 117.32 103.70 Processing Charges 1,017.07 744.79 Rent/Lease rent / Hire Charges 371.99 199.72 Rates & Taxes 82.48 727.78 Loading & Unloading Charges 143.25 120.02 Rent – –General Office Expenses 4,679.57 2,710.94 Foreign Exchange Fluctuation - Net – –Advertisement, Publicity, Sales Promotion & Cash Discounts 4,581.78 3,084.13 Trade & Other Discounts 3,388.24 2,286.05 Travelling & Conveyance 1,440.69 899.31 Payment to Auditors

i) Audit Fees 5.00 5.00 ii) Certification Charges – 5.00 1.00

Insurance 169.37 236.78 Donations 249.53 82.35 Loss on Sale of Fixed Assets (Net) 0.54 –Bad Debts Written Off – 138.26 Finance & Discounting Charges 378.10 326.24 Freight Charges 1,815.70 1,493.99

21,468.07 14,847.15 Less : Capitalised (99.50) –

21,368.57 14,847.15



SCHEDULE 12 Interest - Net

Interest Paid on Term Loans 930.78 623.86 Others 1,587.76 1,407.48 Total Interest Paid 2,518.54 2,031.34 Less : Interest Received ( Gross ) 45.97 72.20 (Tax Deducted at Source Rs. 5.80 Lacs P. Y. Rs. 18.06 Lacs)Less : Capitalised 177.47 –Interest Paid - Net 2,295.10 1,959.14

schedules forming part of the profit and loss account



1. BASIS OF PREPARATION

The financial statements have been prepared and presented under the historical cost convention on the accrual basis of accounting, unless otherwise stated and comply with the Accounting Standards prescribed by the Central Government, in consultation with National Advisory Committee on Accounting Standards, under the Companies (Accounting Standards) Rules, 2006 and the relevant provisions of the Companies Act, 1956 to the extent applicable.

2. USE OF ESTIMATES

The preparation of the financial statements, in conformity with generally accepted accounting principles, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and disclosure of contingent liabilities at the date of the financial statements. Actual results could differ from those estimates. Management believes that the estimates used in the preparation of the financial statements are prudent and reasonable. Any revision to the accounting estimates is recognised prospectively in the current and future periods.

3. SIGNIFICANT ACCOUNTING POLICIES

3.1 Fixed Assets and Depreciation/Amortisation

i) Fixed assets are stated at cost of acquisition or construction including attributable interest and financial cost till such assets are ready for their intended use less accumulated depreciation, impairment losses and credits received, if any.

ii) Depreciation has been provided as per rates prescribed by Schedule XIV of the Companies Act, 1956 on Straight Line Method on Plant and Machinery and on Written Down Value Method on other Fixed Assets.

iii) In respect of leasehold land cost is amortised over the life of the lease.

iv) Product development cost are amortised on straight line method over the period of seven years.

3.2 Investments

Investment being long term investments are carried at Cost less provision for permanent diminution in Value of such investments.

Investments which are readily realisable and intended to be held for not more than a year are classified as current investments and are stated at cost or fair value whichever is lower.

3.3 Inventory Valuation

i) Raw and Packaging Materials – at weighted average cost or net realisable value whichever is lower.

ii) Finished Goods and Goods-in-process – at lower of cost or net realisable value. Goods-in-process is classified as Raw Materials or Finished Goods in accordance with the stage of completion of the process.

iii) Stores and Spares – at weighted average cost or net realisable value whichever is lower.

iv) Goods-in-transit – at cost.

3.4 Revenue Recognition

i) Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured.

ii) Revenue is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer.

iii) Insurance claims are accounted for in the year of settlement of claims/realisation.

3.5 Foreign Currency Transactions

Transactions denominated in foreign currency are recorded at the exchange rates prevailing on the date of the transactions. Exchange difference arising on foreign exchange transactions settled during the year are recognised in the Profit and Loss Account of the year except that exchange difference related to acquisition of fixed assets from a country outside India are adjusted in the carrying amount of the related fixed assets.

notesforming part of the accounts for the year ended march 31, 2010

SCHEDULE 13

> 73

Monetary assets and liabilities in foreign currency are translated at the year end at the closing exchange rate and the resultant exchange differences are recognised in the Profit and Loss Account. Non monetary foreign currency items are carried at cost on the transaction date.

The premium or discount on forward exchange contracts is amortised as income or expense over the life of the contract.

3.6 Research and Development

Revenue expenditure on Research and Development is charged off as expense in the year in which it is incurred under the respective natural heads of account. Expenditure resulting in creation of Capital Assets is taken to Fixed Assets and Depreciation has been provided on such Assets as per rate prescribed by Schedule XIV of the Companies Act, 1956 on Straight Line Method on Plant and Machinery and on Written Down Value Method on other Fixed Assets.

Capital expenditure on scientific research, product under development is taken as intangible asset subject to amortisation in future.

3.7 Export Benefits

Export incentive under the Duty Entitlement Pass Book Scheme has been recognised on accrual basis.

3.8 Employee Benefits

i) Defined Contribution Plans

Company’s contributions paid/payable during the year to Employees’ Provident Fund, Family Pension Fund, ESIC, Labour Welfare Fund, Superannuation Fund are recognised in Profit and Loss Account.

ii) Defined Benefit Plans

Company’s accrued liabilities towards Gratuity and Leave Encashment are determined on actuarial basis using the projected unit credit method for each period of service to build up the final obligation. Past services are recognised on a straight line basis over the average period until the benefits become vested. Actuarial gains and losses are immediately recognised in the Profit and Loss Account.

iii) Gratuity and Superannuation Scheme are administered by Life Insurance Corporation of India to which contributions are made.

3.9 Income- tax

Income–tax expense comprises current tax and deferred tax charge or credit. The current tax is determined as the amount of tax payable in respect of the estimated taxable income for the year. The deferred tax charge or credit is recognised using prevailing enacted or substantively enacted tax rates. Where there is unabsorbed depreciation or carry forward losses, deferred tax assets are recognised only if there is virtual certainty of realisation of such assets. Other deferred tax assets are recognised only to the extent there is reasonable certainty of realisation in future. Deferred tax assets/liabilities are reviewed at each Balance Sheet date based on developments during the year and available case laws, to reassess realisation/liabilities.

3.10 Borrowing Costs

Borrowing costs related to acquisition of fixed assets which take substantial period of time to get ready for its intended use are included to the extent they relate to the period till such assets are ready to be put to use. All other borrowing costs are charged to revenue.

3.11 Expenditure During Construction Period

In case of new projects and substantial expansion of existing capacity, expenditure incurred including trial production expenses, net of revenue earned and attributable interest and financing costs, prior to commencement of commercial production are capitalised.

3.12 Operating Leases

Leases , where the lessor effectively retains substantially all the risks and benefits of the ownership of the leased items , are classified as operating leases . Operating lease payments are recognised as an expenses in the Profit and Loss Account on straight-line basis over the lease term.

4. CONTINGENT LIABILITIES

a) Claims against the Company not acknowledged as debts NIL (Previous year NIL) excluding amounts not ascertainable.




b) Disputed liabilities on account of Sales Tax and Central Excise Duty and Education Cess as at March 31, 2010

Nature of the Statue Particulars Financial year to which the matter pertains

Forum where matter is pending

Amount (Rs. in Lacs)

TOTAL(Rs. in Lacs)

Central Sales Act, 1956 Sales Tax 2000-01 Joint Comm. 23.24 23.24Central Sales Tax Act, 1956 Sales Tax 2003-04 Joint Comm. 194.90 194.90Central Sales Tax Act,1956 Sales Tax 2006-07 Joint Comm. 5.36 5.36Central Excise Act,1944 Excise Duty inclu. Edu.

Cess1997 - 98 Asst. Comm. 0.51

2000 - 01 Asst. Comm. 1.572001 - 02 Asst. Comm. 0.322002 - 03 Asst. Comm. 4.782003 - 04 Asst. Comm. 1.092004 - 05 Asst. Comm. 2.412005 - 06 Asst. Comm. 7.07 2007 - 08 Asst.Comm. 22.202009 -10 Asst.Comm. 146.12 186.07

Total 409.57

c) Guarantees/Bonds executed in favour of Banks and Government Authorities – amount outstanding against which is Rs.199.96 Lacs. (Previous year Rs. 105.78 Lacs).

On evaluation of the individual cases, the Management is of the view that no provision in respect of the above is called for.

5. Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. 749.78 Lacs. (Previous year Rs. 1978.18 Lacs).

6. Consequent to termination of the contract by the erstwhile Indofil Chemicals Company (Division of Modipon Ltd.) a toll manufacturer filed a suit against the Chemical Division preferring claim for Rs. 314.50 Lacs allegedly on account of items purchased and loss of profits. However, the Company had refuted the claim and had, on the contrary made a counterclaim of Rs. 476.31 Lacs against the said toll manufacturer in respect of the cost of machinery, cost of raw materials, yield losses, loss of market etc. Based on the merits, the Management is of the view that the counterclaim is likely to succeed and will be adjusted/accounted for in the year of final settlement/receipt.

7. Disclosure required under Micro, Small and Medium enterprises Development Act, 2006

Description 2009-2010 2008-2009

a) Principal Amount due – –Interest due on the above – –

b) Interest Paid during the period beyond the appointed day – – c) Amount of Interest due and payable for the period of delay in making payment

without adding the interest specified under the Act – –

d) Amount of Interest accrued and remaining unpaid at the end of the period – –e) Amount of further interest remaining due and payable even in the succeeding

years, until such date when the interest due as above are actually paid to the small enterprise for the purpose of disallowance as a deductible expenditure under section 23 of the Act

– –

The above is based on information available with the Company to the extent such parties have intimated to the Company that they are registered as micro, small or medium enterprises and relied upon by the auditors.


> 75

8. EARNING PER SHARE

Description 2009-2010 2008-2009

Profit after Tax as per Profit & Loss Account - Rs. in Lacs 6869.38 3274.56Weighted average no. of Equity Shares of Rs.10/- each for basic / diluted EPS 153,49,212 125,64,033Earning per Share Basic / diluted 44.75 26.06

9. DEFERRED TAX

(Rs. in Lacs)

DescriptionAs at

March 31, 2010As at

March 31, 2009

Deferred Tax LiabilityDepreciation 1352.29 1067.19Less : Deferred Tax AssetsOthers 373.39 385.73Net Liability for Deferred Tax 978.90 681.46

10. DISCLOSURE IN RESPECT OF DERIVATIVE INSTRUMENTS

The Company uses Forward Exchange Contracts to hedge its exposure in foreign currency . The information on derivative instruments is as follows

DescriptionYear ended


March 31, 2009

Foreigncurrency

in LacsEquivalentRs. in Lacs

Foreigncurrency

in LacsEquivalentRs. in Lacs

A Forward Exchange Contracts outstanding as atCurrency USD/INR (Sale) 101.22 4588.38 0.00 0.00EUR/INR (Purchase) 5.95 295 0.00 0.00EUR/INR (Sale) 5.00 366.51 0.00 0.00

B Foreign currency exposures not covered by a derivative instrumentsi) Amount receivable on account of export of goods

Currency USD 90.16 3996.79 43.11 2234.09EUR 85.56 5047.88 130.97 8435.55

ii) Amount Payable on account of import of goods Currency USD 21.05 1295.63 23.02 1172.77EUR 3.42 230.45

iii) Foreign Term Loan Outstanding 25.05 1153.08 0.00 0.00




11. ASSETS TAKEN ON LEASE

(Rs. in Lacs)

2009-2010 2008-2009

a) In respect of operating lease on Immovable properties and Plant & 193.93 110.69Machineries, lease payments recognised in Profit and Loss Account

b) Future minimum lease payments under operating leases: For a period not later than one year 204.16 120.45 For the period later than one year and not later than five years 210.13 122.59

12. a) Amount paid/payable by the Company to Directors (including Managing Director) as remuneration for services rendered in any capacity

(Rs. in Lacs)

2009-2010 2008-2009

Managerial Remuneration a) Directors’ Fees 8.40 8.00b) Other remuneration

Salary 63.00 48.00Commission to Managing Director 209.23 108.40Commission to Whole-time Director 15.00 –Commission to non-executive Directors 104.61 54.20Contribution to provident and other funds 22.29 15.27Other perquisites 15.95 4.86

Total 438.48 238.73

b) Computation of net profits in accordance with Section 198 of the Companies Act 1956

(Rs. in Lacs)

2009-2010 2008-09

Profit Before Tax as per Profit and Loss Account 10032.50 5235.87i) Add:

a) Depreciation as per Profit and Loss Account 1154.99 481.56b) Managerial Remuneration 438.48 238.73c) Loss on Sale of Fixed Assets 0.53 0.00Sub total 1594.00 720.29

ii) Less:a) Depreciation as per Section 350 of the Companies Act 1956 1154.99 481.56b) Profit on Sale of Asset (net) 52.23c) Amounts Written Back 9.65 2.28Sub total 1164.64 536.07Net Profit as per Section 198 10461.86 5420.09Commission Payable to Managing Director @ 2% 209.23 108.40Commission Payable to Whole-time Director 15.00Commission Payable to Other Directors @1% 104.61 54.20


> 77

13. Figures of previous year have been recast wherever necessary.

14. Capacities, Production/Purchases, Stocks And Sales of Finished Goods

CLASS OF GOODSInstalled Capacity(Annual) Quantity (MT/KL) ***

OPENING STOCK Actual

Produc-tion and

Purchases (MT/KL)

CLOSING STOCK

SALES

Qy.(MT/KL)

Value (Rs.in Lacs)

Qy.(MT/KL)

Value (Rs. in

Lacs)Quantity(MT/KL)

Value (Rs.in Lacs)

TECHNICALS

This Year 40750 **** 1151 1614.06 24673 ** 3976 5027.46 21848 45752.41Previous Year 20780 812 807.38 14843 1151 1614.06 14504 30643.94

OTHER AGRO FORMULATONSFormulations This Year* 14540 923 2587.73 5753 1130 3046.93 5546 22538.08Previous Year 14540 853 1831.30 6158 923 2587.73 6088 25809.91

S & P Chemicals This Year 13200 805 384.91 11086 878 543.13 11013 8052.24Previous Year 13200 1297 590.32 8437 805 384.91 8929 6321.06

Other Chemical Purchased

This Year Not Applicable 210 249.71 719 132 598.28 797 1902.45Previous Year Not Applicable 210 274.34 994 210 249.71 994 1910.14

* Third party Installed capacities of other Agro Formulations based on 14540 MTs Of Technical Materials.

** Production of saleable products includes captive consumption

*** The Installed capacities are as per the certificate given by the Management of the Company on which auditors have relied.

**** This Capacity includes Dahej Production capacity which commenced its commercial production in Oct’10

15. Additional information as required by part II of schedule VI Of the Companies Act 1956:

A) Raw Materials Consumed

2009-2010 2008-09

Qty. (Kgs)Amount

(Rs. in Lacs) Qty. (Kgs)Amount

(Rs. in Lacs)

i) Carbon - di- sulphide 12439310 4089.96 8138497 3299.44ii) Technical Materials for pesticide Formulations 987341 4840.79 1456936 6562.43iii) Ethylene Diamine 4888829 8098.90 3235853 7606.89iv) Monomers 4178716 3306.60 2972670 2755.00v) Manganese Sulphate 40466554 5741.21 27713488 4812.01vi) Others 8104.84 7037.75

Total 34182.30 32073.52




B) Other Additional Information

2009-2010 2008-09

Qty. (Kgs)Amount

(Rs. in Lacs) Qty. (Kgs)Amount

(Rs. in Lacs)

i) Value of imports on C.I.F. basis a) Raw Materials 12398.32 15388.64b) Spare Parts & Components 10.95 8.88c) Capital Goods 856.71 8.39

ii) Expenditure in Foreign Currencya) Travel 206.53 19.64b) Interest /Upfront fees 114.98 –c) Others 483.09 355.28

iii) Earning in Foreign Exchange on Export of Goods (FOB) 28257.29 22161.62

iv) Value of imported / indigenous Raw Materials , Spare Parts & Components consumed

2009-2010 2008-09

Rs. in Lacs % Rs. in Lacs %

a) Raw Materialsi) Imported 14569.35 42.62 17451.39 54.41ii) Indigenous 19612.95 57.38 14622.13 45.59Total 34182.30 100.00 32073.52 100.00

b) Spare Parts & Components i) Imported 2.24 0.53 12.24 3.90ii) Indigenous 413.77 99.47 302.00 96.10Total 416.01 100.00 314.24 100.00

v) Expenses on Scientific Research & Development(Rs. in Lacs)

2009-2010 2008-09

a) Revenue Expenses 504.41 386.06b) Capital Assets Acquired 1.04 58.34c) Products Development / Under Development 1107.56 1241.00Total 1613.01 1685.40

16. RELATED PARTY DISCLOSURE

1. Entities Under The Control Of The Company

Subsidiaries: a) Quick Investment ( India ) Limited

b) Good Investment ( India ) Limited

2. key Management Personnel Mr. K. K. Modi - Chairman & Managing Director Ms Charu Bhartia - Executive Director

3. Promoter Group Companies

i) Godfrey Phillips India Ltd.

ii) H.M.A. Udyog Pvt. Limited

iii) Modi Care Ltd.


> 79

iv) Modi Entertainment Ltd.

v) Beacon Travels Pvt. Ltd.

vi) K.K.Modi Investment & Financial Services Pvt. Ltd.

vii) Bina Fashions N Food Pvt. Ltd.

viii) Premium Merchants Ltd.

4. Associate Companies

i) Hifil Chemicals Pvt. Limited.

5. The Transaction With and Outstanding Balance of Related Parties Are Furnished Below

(Rs. in Lacs)

Nature Of Transaction

Parties re-ferred to in

(1&2) above

Parties re-ferred to in

(3) above TotalPrevious

Year

PURCHASE OF SERVICESi) Godfrey Phillips India Ltd – 2.07 2.07 4.36ii) Hma Udyog Pvt Ltd – 3.28 3.28 5.93iii) Beacon Travels P Ltd – 377.80 377.80 111.76iv) Bina Fashions N Food Pvt Ltd – 4.93 4.93 3.37v) Premier Merchants Co. – 3.33 3.33 3.37vi) Modi Care Ltd. – 3.00 3.00 98.46

Total – 394.41 394.41 227.25

RENDERING OF SERVICESi) K.K.Modi Investment & Financial Services P Ltd – 12.57 12.57 12.79

Total – 12.57 12.57 12.79

RECEIVABLE FROM GROUP COMPANIESI) K.K.Modi Investment & Financial Services P Ltd – 2.86 2.86 0.53

Total – 2.86 2.86 0.53

OUTSTANDING PAYABLESI) Modi Care Ltd – 3.00 3.00 NIL

Total – 3.00 3.00 NILRemuneration Payments – Managing Director & Executive Director 233.23 – 0 176.53

Total 233.23 – 0 176.53

17. EMPLOYEE BENEFITS

a) Defined Contribution Plans

Amount recognised and included in Schedule 10, “Contribution to Provident & Other Funds” of the Profit and Loss Account, Rs. 404.87 Lacs ( Previous Year Rs. 318.44 Lacs ).




b) Defined Benefit Plans

Gratuity under GGCA scheme of LIC as per Actuarial Valuation as on March 31, 2010.

(Rs. in Lacs)

2009-2010Funded

2008-2009Funded

CHANGE IN BENEFIT OBLIGATIONi) Present Value of obligation, as at the beginning of the year 828.15 594.46 ii) Current Service Cost 37.33 28.59 iii) Interest Cost 66.25 47.56 iv) Benefits Paid (41.39) (45.53)v) Actuarial (gain)/loss 74.03 203.07 Present Value of obligation, as at the end of the year 964.36 828.15

CHANGE IN PLAN ASSETSi) Plan assets at the beginning of the year 585.79 473.15 ii) Expected return of plan assets 70.59 50.86 iii) Contribution by the Company 238.75 107.30 iv) Actual benefits paid (41.39) (45.53)v) Actuarial gain/loss Nil Nil vi) Plan assets at the end of the year 853.74 585.79

LIABILITY RECOGNISED IN THE BALANCE SHEET AS AT MARCH 31, 2010i) Present Value of obligation as at the end of the year 964.36 828.15 ii) Fair Value of plan assets as at the end of the year 853.74 585.79 iii) Net Asset/(liability) recognised in the Balance Sheet (110.62) (242.36)

EXPENSES RECOGNISED IN STATEMENT OF PROFIT AND LOSSi) Current Service Cost 37.33 28.59 ii) Interest Cost 66.25 47.56 iii) Expected Return on plan assets 70.59 50.86 iv) Past period cost 3.61 14.01 v) Actuarial (Gain)/Loss 74.03 203.07 vi) Net cost 110.62 242.36

MAIN ACTUARIAL ASSUMPTIONSDiscount Rate (%) 8.00% 8.00%Expected rate of return on plan assets (%) 9.40% 9.40%Salary Escalation 4.00% 4.00%The above figures are based on the data provided by Life Insurance Corporation of India and has been relied on by the auditors

OTHER LONG TERM BENEFITSThe defined benefit obligations which are provided for but not funded as on March 31, 2010 are as under :Leave salary 437.90 371.77


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18. SEGMENT REPORT

(Rs. in Lacs)For the year ended

March 31, 2010For the year ended

March 31, 2009

AGRO SPCDUnallo-

cable Total AGRO SPCDUnallo-

cable TotalA. PRIMARY SEGMENT

i) RevenueExternal Sales and other Income 70,757 8,413 169 79,339 58,761 6,845 203 65,809 Inter Segment Sales and other Income – – – – – – – –

Total Revenue 70,757 8,413 169 79,339 58,761 6,845 203 65,809 ii) Result

Segment Result 10,994 1,334 – 12,328 6,424 771 – 7,195 Less :- Interest Expenses ( Net) – – 2,295 2,295 – – 1,959 1,959 Profit before tax – – 10,032 10,032 – – 5,236 5,236 Provision for Taxes – – 3,163 3,163 – – 1,961 1,961 Profit after tax – – 6,869 6,869 – – 3,275 3,275

iii) Other Information :Segment Assets 44,091 3,548 8,054 55,693 33,361 2,824 3,469 39,654 Segment Liabilities 10,133 1,508 2,147 13,788 9,088 1,100 186 10,374 Capital Employed 33,958 2,040 5,907 41,905 24,273 1,724 3,283 29,280 Depreciation – – – 1,155 – – – 482 Capital Expenditure – – – 25,077 – – – 5,987 Non-Cash Expense other than Depreciation – – 1 1 – – – 6

(Rs. in Lacs)For the year ended

March 31, 2010For the year ended

March 31, 2009Domestic Export Domestic Export

B. SECONDARy SEGMENT INFORMATION (By GEOGRAPhIC SEGMENTS)Revenue

AGRO 41,072 29,684 36,004 22,756 SPCD 8,261 152 6,682 164

Total 49,333 29,836 42,686 22,920

Notes: 1. The business operations are largely concentrated in India. Exports outside India are treated as Revenue of Indian

Operation only. Accordingly, the entire Revenue and Assets etc. are attributed to Indian operations.2. Revenue External is inclusive of Other Income.


For and on behalf of the Board of Directors

R.K.Malhotra K.K.ModiChief Executive and President Chairman and Managing Director

I.K.Gupta Charu Bhartia Chief Executive - Corporate and Executive Director Company Secretary


S.K.Alagh Director Sanjay Buch Munesh Khanna

Date: May 26, 2010

}



balance sheet abstractand company’s general business profile


R.K.Malhotra K.K.Modi Chief Executive and President Chairman and Managing Director

I.K.Gupta Charu Bhartia Chief Executive - Corporate & Executive Director Company Secretary



Date: May 26, 2010

}

1 Registration Details

Registration No. 1 1 7 0 7 1 3 State Code 1 1

Balance Sheet 3 1 0 3 1 0Date Month Year

2 Capital raised during the year (Rs. in Lacs)

Public Issue N I L Bonus Issue N I L

Rights Issue N I L Private Placement Equity N I L

Preference N I L

3 Position of Mobilisation and Deployment of Funds (Rs. in Lacs)

Total Liabilities 5 7 9 7 4 . 5 8 Total Assets 5 7 9 7 4 . 5 8

Sources of Funds

Paid - up Capital 1 5 3 4 . 9 2 Reserves and Surplus 1 6 7 9 7 . 4 3

Secured Loans 2 4 1 5 7 . 9 9 Unsecured Loans 7 0 . 0 0

Deferred Tax Liability 9 7 8 . 9 0

Application of Funds

Net Fixed Assets 2 1 0 5 1 . 3 4 Investments 2 1 9 8 . 0 1

Net Current Assets 2 0 2 8 9 . 8 9 Misc. Expenditure N I L

Deferred Tax Asset N I L Accumulated Losses N I L

4 Performance of the Company (Rs. in Lacs)

Turnover 7 8 2 4 5 . 1 8 Total Expenditure 6 5 0 9 4 . 0 2

Profit Before Tax 1 0 0 3 2 . 5 0 Profit After Tax 6 8 6 9 . 3 8

Earning per Share (Rs.) 4 4 . 7 5 Dividend Rate (%) 3 0 . 0 0

5 Generic Names of Three Principal Products/ Services of Company (as per Monetary Terms)

Item Code No. (ITC Code) 3 8 0 8

Product Description P E S T I C I D E S

Item Code No. (ITC Code) 3 9 0 6

Product Description A C R Y L I C E M U L S I O N S

> 83

statement pursuant to section 212of the companies act, 1956 relating to subsidiary companies


R.K.Malhotra K.K.Modi Chief Executive and President Chairman and Managing Director

I.K.Gupta Charu Bhartia Chief Executive - Corporate & Executive Director Company Secretary



Date: May 26, 2010

}

(Rs. in Lacs)

1) Name of the Subsidiary Company Quick Investment

(India) Ltd

Good Investment

(India) Ltd

2) Financial Year of the Subsidiary March 31, 2010 March 31, 2010

3) a) No of Shares held in the Subsidiary Company on the above date : Equity 10,015 70,105

b) Extent of holding 100% 100%

4) The Net Aggregate Profit less Losses of Subsidiary Company as far as it concerns the Members of the holding Company

a) Not dealt with in the holding Company’s Accounts (Rs. Lacs)i) Of the Subsidiary for the Year Ended March 31, 2010 123.85 202.57ii) For the previous Financial Years since it became the Holding Company’s Subsidiary 255.20 415.80

b) Dealt with in the holding Company’s Accounts (Rs. Lacs)i) For the financial year of the Subsidiary Nil Nilii) For the previous Financial Years since it became the Holding Company’s Subsidiary Nil Nil

5) Changes in the interest of the holding Company between the end of the Financial year of the Subsidiary and the end of the holding Company’s Financial year Not Applicable Not Applicable

6) Material changes between the end of the Financial year of the Subsidiary and the end of the holding Company’s Financial year in respect of the Subsidiary’s

a) Fixed Assets Not Applicable Not Applicable b) Investments Not Applicable Not Applicable c) Money Lent by the Subsidiary Not Applicable Not Applicable d) Money Borrowed by the Subsidiary Not Applicable Not Applicable

17th Annual Report 2009-10 > Good Investment (India) Limited> 84


directors’ reportTo the shareholders,

Your Directors have pleasure in presenting before you the 31st Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31, 2010.

Your Directors wish to report that during the year under review, your Company has earned Income of Rs. 205.98 Lacs as against Rs. 222.82 Lacs in the previous year. After meeting the expenses and providing for Rs. 1.63 Lacs towards Income-tax liability for the year, there was a Net Profit After Tax of Rs. 202.57 Lacs as against Rs. 217.81 Lacs in the previous year.

DIVIDEND

In order to conserve the resources, your Directors considered it expedient to skip the dividend and hence do not recommend any dividend for the financial year 2009-10.

RESERVES AND SURPLUS

The Reserve and Surplus including the credit balance in the Profit and Loss Account stand at Rs. 3,064.39 Lacs as at March 31, 2010 as against Rs. 2,861.82 Lacs as at the end of the previous year.

FIXED DEPOSITS

During the year under report, your Company has not accepted any Fixed Deposits from the Public.

DIRECTORS

Mr. K.K.Modi, a Director of the Company, retires by rotation and being eligible, offers himself for reappointment.

DIRECTORS’ RESPONSIBILITy STATEMENT

As per the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors state:

i) that in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed and there were no material departures;

ii) that the Directors had 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 at the end of the financial year and of the Profit of the Company for that year;

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate Accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors had prepared the Annual Accounts on a going concern basis.

AUDITORS

Messrs P.D. Ramanand & Co., Chartered Accountants, Modinagar, the retiring Auditors, being eligible, offer themselves for reappointment.

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

Being an Investment Company, there are no particulars to be furnished in this respect as required under section 217(1)(e) of the Companies Act, 1956 relating to Conservation of Energy and Technology Absorption. There was no foreign exchange earning or outgo during the year.

PARTICULARS OF EMPLOYEES

There was no employee during the year under Report, which attracts the provisions of the Companies (Particulars of the Employees) Rules, 1975.

COMPLIANCE CERTIFICATE

A Certificate issued by Mr. Pradeep Kumar Jain, Company Secretary, New Delhi in the whole time practice in terms of the provisions of Section 383A of the Companies Act, 1956, to the effect that the Company has complied with the applicable provisions of the said Act is attached to this Report.

By Order of the Board,

K.K. MODIPlace : New Delhi ChairmanDated : April 14, 2010

> 85

compliance certificate

To,The MembersGood Investment (India) Limited, New Delhi.

We have examined the Registers, Records, Books and Papers of M/s Good Investment (India) Ltd., having its Registered Office at A-1, Maharani Bagh, New Delhi-110065, a wholly owned subsidiary of M/s. Indofil Organic Industries Limited and incorporated under Certificate of Incorporation No. 10060 with present Authorised Share Capital of Rs. 5,00,00,000 (Rupees Five Crores only) as required to be maintained under the Companies Act, 1956 (the Act) and the rules made thereunder and also the provisions contained in the Memorandum and the Article of Association of the Company for the financial year ended on March 31, 2010. In our opinion and to the best of our information and according to the examinations carried out by us and explanations furnished to us by the Company its officers and agents, we certify that in respect of the aforesaid financial year.

1. The Company has kept and maintained all registers as stated in Annexure ‘A’ as per the provision of the Act and the rules made thereunder and all the entries therein have been duly recorded.

2. The Company has duly filed the forms and the returns as stated in the Annexure ‘B’ to this Certificate with the Registrar of Companies, Delhi and Haryana within the time prescribed under the Act and the rules made thereunder.

3. The Company is an unlisted Public Limited Company under Section 3 of the Companies Act, 1956 and has Paid-up capital of Rs. 70,10,500.

4. The Board of Directors duly met five times respectively on April 28, 2009, June 5, 2009, July 15, 2009, November 5, 2009 and March 11, 2010 in respect of meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

5. The Company had not closed its Registers of Members.

6. The Annual General Meeting for the financial year ended on March 31, 2009 was held on June 4, 2009 after giving due notice to all the members of the Company and the resolutions passed thereat were duly recorded in the Minutes Book maintained for the purpose.

7. During the financial year, no Extra Ordinary General Meeting was held.

8. The Company had not advanced any loan to its Directors and / or persons or firms or Companies referred in the section 295 of the Act.

9. The Company had not entered into any contracts falling within the purview of Section 297 of the Act.

10. There were no transactions required to be recorded in the registers maintained under Section 301 of the Act.

11. The Company was not required to obtain any approvals from the Board of Directors, members or previous approval of the Central Government pursuant to Section 314 of the Act, as no appointment was made which attracted the provisions of the said section.

12. No duplicate share certificates had been issued by the Company.

13. (i) There was no allotment / transmission/ transfer of Equity Shares.

(ii) The Company was not required to deposit any amount in a separate bank account as no dividend was declared during the financial year.

(iii) Clause No. (iii) and (iv) not applicable as stated in clause (ii) above.

(iv) The Company has duly complied with the requirements of Section 217 of the Act.

14. The Board of Directors of the Company is duly constituted. There was no case of appointment of Additional Director or Alternate Director except change in designation of a Director, during the financial year.

15. The Company had not appointed any Managing Director / Whole Time Director / Manager.

16. The Company had not appointed any Sole Selling Agents.

17. The Company was not required to obtain any approvals of the Central Government, Company Law Board, Regional Director, Registrar of Companies and / or such authorities prescribed under the various provisions of the Act.

7370, Ist Floor, Ram NagarNew Delhi-110055

174, GF, Ashoka Enclave-I,Sector-34, Faridabad-121001Contact No. 9810480099Email:[email protected]

PRADEEP KUMAR JAINCompany Secretary

CIN No.U65993DL1979PLC010060Authorised Capital: Rs. 5,00,00,000



18. The Directors had disclosed their interest in other firms / companies to the Board of Directors pursuant to the provisions of the Act and the rules made thereunder.

19. The Company had not issued any Shares or debentures or other securities.

20. The Company had not bought back any shares.

21. Redemption of the preference shares or debentures do not apply to the Company.

22. There were no transactions necessitating the Company to keep in abeyance the rights to dividend, right shares and bonus shares pending registration of transfer of shares.

23. The Company has not accepted any Fixed Deposits and hence the provision of Section 58A and 58AA read with Company’s (Acceptance of Deposit) Rules, 1975 /applicable directions issued by the Reserve Bank of India/any other authority in respect of deposits are not applicable to the Company.

24. The Company had not made any borrowings.

25. The Main Objects and Business of the Company is to make investments in Shares, Stocks, Debentures, Bonds, Obligations and Securities etc and categorised as Investment Company, the provisions of Section 372A of The Companies Act, 1956 are not applicable to the Company.

26. During the year under review, the Company has not altered the provisions of the Memorandum with respect to the situation of the Company’s Registered Office from one state to another.

27. During the year under review, the Company has not altered the provisions of the Memorandum with respect to the objects of the Company.

28. During the year under review, the Company has not altered the provisions of the Memorandum with respect to the name of the Company.

29. During the year under review, the Company has not altered the provisions of the Memorandum with respect to the Share Capital of the Company, except deletion of the word “ interest (subject to tax)” and substitution of the word “Dividend (subject to tax)’ against the Preference Shares in Clause V.

30. During the year under review, the Company has not altered its Articles of Association with respect to the Share Capital of the Company, except deletion of the word “interest (subject to tax)” against the Preference Shares in Article 3 and further deletion of the word “the Directors of” and substitution of word “determined by” in Article 3 of the Articles of Association of the Company.

31. There was / were no prosecution initiated against or show cause notices received by the Company during the financial year for offences under the Act, as informed.

32. The Company had not received any money as security from its employees.

33. The Company had not deducted any contribution towards Provident Fund as it was not required.

Pradeep Kumar JainPlace : New Delhi CP. No. 8270Dated : April 1, 2010

> 87

ANNEXURE – A

REGISTERS AS MAINTAINED BY THE COMPANY.

1. Register of Members u/s 150

2. Register of Directors u/s 303

3. Register of Directors Shareholding u/s 307

4. Register of Share Transfer u/s 108

5. Register of Loans and Investment u/s 372A

6. Minute Book – Directors u/s 193

7. Minute Book – Shareholders u/s 193

8. Register of Firms/Companies in which Directors are interested u/s 301

9. Books of Accounts u/s 20910. Annual Return

ANNEXURE – B

FORMS AND RETURNS AS FILED BY THE COMPANY WITH THE REGISTRAR OF COMPANIES DURING THE FINANCIAL YEAR ENDED MARCH 31, 2010.

1. Compliance Certificate u/s 383A filed on June 22, 2009 in Form No. 66 vide SRN No. P32931222

2. Form 32 filed on June 19, 2009 regarding change in the designation of a Director, Mr. Suresh M.S.Jagirdar, who was earlier appointed as an Additional Director, vide SRN No. A63775100

3. Form 23 in respect of AGM held on 4.6.2009 filed on June 23, 2009 For special resolution 16 for amendment of Clause V of the Memorandum of Association by substituting the word “Dividend (subject to tax)” in place of “Interest ( subject to tax)” and for amendment of Article 3 of Articles of Association by substituting the word “Dividend (subject to tax) in place of “Interest (subject to tax) and “by the Company” instead of “by the Directors” Vide SRN No. A63998439

4. Annual Report filed u/s 220 for the Financial year ended March 31, 2009 in Form No. 23 AC & 23ACA filed on June 28, 2009 vide SRN No. P33019332.

5. Annual Return filed u/s 159 / 161 on July 14, 2009 for the holding of Annual General Meeting held on June 4, 2009, in Form No. 20B vide SRN No. P33250689

6. Form No. 23 in respect of EGM held on 30.11.2006 –special resolution U/s 372A filed on 17.7.2009 vide SRN No. A 65429953



1. We have audited the attached Balance Sheet of GOOD INVESTMENT (INDIA) LIMITED as at March 31, 2010, the Profit & Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the Auditing Standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the Accounting Principles used and significant estimates made by the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors’ Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in Paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in Para 3 above, we report that

i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

ii) In our opinion, proper Books of Account as required by law have been kept by the Company so far as appears from our examination of those Books;

iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the Books of Account;

iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting

Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

v) On the basis of written representations received from the Directors, as on March 31, 2010 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31, 2010 from being appointed as a Director in terms of Clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

vi) In our opinion and to the best of our information and according to the explanations given to us, the said Accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the Accounting Principles generally accepted in India;

a) In the case of Balance Sheet, of the State of Affair of the Company as at March 31, 2010;

b) In the case of Profit and Loss Account of the Profit for the year ended on that date; and

c) In the case of Cash Flow Statement, of the Cash Flows for the year ended on that date.

For P.D RAMANAND & CO.,Chartered Accountants

R.N.GUPTAPlace : New Delhi PartnerDated : April 14, 2010 Membership No. 9784

auditors’ report to the members of Good Investment (India) Limited

> 89

1. The Company has no Fixed Assets. Accordingly, clause 4(i) of the Companies (Auditors’ Report) (Amendment) Order, 2004 (the Order) is not applicable.

2. The Company’s nature of operations does not require it to hold Inventories. Accordingly, clause 4(ii) of the Order is not applicable.

3. The Company has neither granted nor taken any loans, secured or unsecured to/from Companies, Firms or other Parties covered in the register maintained under Section 301 of the Companies Act, 1956.

4. The Company’s nature of operations does not require it either to purchase Inventory of Fixed Assets or to sell Goods. Accordingly, clause 4(iv) of the Order is not applicable.

5. According to the information and explanations given to us, we are of the opinion that there were no transactions during the current year that need to be entered into the register maintained under Section 301 of the Companies Act, 1956.

6. The Company has not accepted any Deposit from the Public and consequently, the directives issued by the Reserve Bank of India, the provisions of Section 58A, 58AA or any other provisions of the Act and the rules framed there under are not applicable.

7. The Paid up Capital and Reserves of the Company as at the commencement of the financial year exceed Rs. 50 Lacs but in view of the limited number of transactions, the Company decided not to have internal audit system. In our opinion, the internal control system is commensurate with the size of the Company.

8. According to the information and explanations given to us, the clause 4(viii) relating to the maintenance of Cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 is not applicable to the Company.

9. The Company has been regular in depositing with the appropriate authorities undisputed statutory dues. According to the information and explanations given to us, no undisputed dues payable in respect of Income Tax were outstanding as at March 31, 2010 for a period of more than six months from the date they became payable.

According to the information and explanations given to us, there are no dues in respect of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Excise Duty and Cess that have not been deposited with the appropriate authorities on account of any dispute.

10. The Company does not have any accumulated losses at the end of the financial year and in the

immediately preceding financial year.

11. The Company has neither taken any Loans from a Financial Institution and a Bank nor issued any Debentures. Accordingly, clause 4(xi) of the Order is not applicable.

12. The Company has not granted Loans and Advances on the basis of security by way of pledge of Shares, Debentures and other Securities. Accordingly, clause 4(xii) of the Order is not applicable.

13. The Company is not a Chit Fund, Nidhi, Mutual Benefit Fund or a Society. Accordingly, clause 4(xiii) of the Order is not applicable.

14. According to the information and explanations given to us, the Company is not dealing in or trading in Shares, Debentures and other Securities. Accordingly, clause 4(xiv) of the Order is not applicable.

15. According to the information and explanations given to us, the Company has not given any guarantee for Loans taken by others from Banks or Financial Institutions. Accordingly, clause 4(xv) of the Order is not applicable.

16. The Company has not obtained any Term Loans. Accordingly, clause 4(xvi) of the order is not applicable.

17. According to the information and explanations given to us, the Company has not raised any funds on short term basis.

18. The Company has not made preferential allotment of shares to parties and Companies covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, clause 4(xviii) of the Order is not applicable.

19. The Company has not issued any Debentures. Accordingly, clause 4(xix) of the Order is not applicable.

20. The Company has not raised any money by Public Issue during the year. Accordingly, clause 4(xx) of the Order is not applicable.

21. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For P.D RAMANAND & CO.Chartered Accountants

R.N. GUPTAPlace : New Delhi PartnerDated : April 14, 2010 Membership No. 9784

annexure referred to in para 3 of our report of even date



(Amount in Rs.)

SchedulesAs at

March 31, 2010As at

March 31, 2009

I SOURCES OF FUNDSShareholder's fundsa) Share Capital (1) 7,010,500 7,010,500 b) Reserves and Surplus (2) 306,438,522 286,181,760

313,449,022 293,192,260 Loan funds – –

Total 313,449,022 293,192,260

II APPLICATION OF FUNDSFixed Assets – –

Investments(Net of Provisions) (3) 291,475,963 291,474,218

Current Assets, Loans and Advancesa) Current Assets Bank Balances with Scheduled Banks In Current Accounts 41,928 69,717 In Deposit Accounts 21,450,000 1,700,000

21,491,928 1,769,717 b) Sundry Debtors (Unsecured - considered Good) Modipon Limited – 14,601 c) Loans and Advances Advance Income Tax/ Tax Deducted at Source 252,853 444,410 Interest Accrued on Deposits/Investments 638,286 78,430 Prepaid Expenses 5,533 5,533

896,672 528,373 22,388,600 2,312,691

Less : Current Liabilities and Provisionsa) Current Liabilities Sundry Creditors (Other than Micro and Small Enterprises) 26,100 53,392 Hindustan Leasing Company 226,441 226,257

252,541 279,649 b) Provisions For Taxation 163,000 315,000

415,541 594,649 Net Current Assets 21,973,059 1,718,042

Total 313,449,022 293,192,260 Accounting policies and notes (4)

balance sheet as at March 31, 2010

As per our report attached For and on behalf of the Board of Directors for P.D. RAMANAND & CO.Chartered Accountants K.K.Modi

Chairman

R.N.GUPTA I.K.GuptaPartner DirectorMembership No. 9784

Suresh JagirdarDirector

Place: New Delhi S.C.JainDate: April 14, 2010 Secretary

> 91


Chairman




(Amount in Rs.)

NoteYear ended


March 31, 2009

INCOMEDividend Received on Investments(Other than Trade) 19,901,100 21,821,100 Interest Received (1) 697,029 460,962 Loss in Hindustan Leasing Company (184) (243)

Total 20,597,945 22,281,819

EXPENDITURERates & Taxes – 60,000 Filing Fees 7,620 228,712 Professional Charges 125,500 171,347 Audit Fees and Expenses (2) 23,000 18,823 General Office Expenses 17,495 16,895 Directors' Fees 5,000 5,000

Total 178,615 500,777

Profit Before Tax 20,419,330 21,781,042

Less : Provision For Taxation(Net of Earlier Years' Excess Provision Written Back 162,568 –This Year Rs. 432/- Previous Years' Rs. Nil)

Profit after Tax 20,256,762 21,781,042 Add : Balance Brought Forward from Last Year 41,579,740 24,155,698

Profit Available For Appropriation 61,836,502 45,936,740

AppropriationsTransfer to General Reserve – –Transfer to Special Reserve 4,052,000 4,357,000 Balance Carried Over 57,784,502 41,579,740

61,836,502 45,936,740

Earning Per Share 288.95 441.25 Notes 1: Consists on: a) On Short Term Deposits 697,029 460,962 b) Tax deducted at Source 44,659 85,347 Notes 2: Consists on: a) Statutory Audit Fees 15,000 12,017 b) Tax Audit Fees 4,000 3,506 c) Certification Work / Management Services 4,000 2,500 d) Expenses Reimbursed – 800

profit and loss account for the year ended March 31, 2010



(Amount in Rs.)




Authorised400,000 Equity Shares of Rs. 100 each 40,000,000 40,000,000 100,000 Preference Shares of Rs. 100 each 10,000,000 10,000,000

50,000,000 50,000,000 Issued, Subscribed & Paid Up70,105 Equity Shares of Rs. 100 each, Fully Paid up 7,010,500 7,010,500 (wholly-owned by Indofil Organic Industries Limited, the Holding Company)

(Amount in Rs.)

As at April 1, 2009 Additions Deductions



General Reserve 6,845,020 – – 6,845,020 Special Reserve (Note) 27,442,000 4,052,000 – 31,494,000 Share Premium Account 210,315,000 – – 210,315,000 Profit and Loss Account 41,579,740 20,256,762 4,052,000 57,784,502

286,181,760 24,308,762 4,052,000 306,438,522

Note: Amount transferred from Profit and Loss Account in terms of Section 45-IC of the Reserve Bank of India Act, 1934

(Amount in Rs.)



SCHEDULE 3 Investments (Net of Provisions)

A. Long Term Investments Other than Trade (Fully paid up)i) Quoted : At Cost less Provision for Diminution in the Value

Equity Shares of Rs. 10 each 796,044 Godfrey Phillips India Limited (Note) 287,304,216 287,304,216 1,100 Modi Rubber Limited * (Notes 2 & 3 of Schedule 4) 42,009 42,009 Less : Provision for Diminution in the Value (42,008) (42,008)

ii) Unquoted : At Cost less Provision for Diminution in the ValueEquity Shares of Rs. 10 each 633,334 Modern Home Care Products Limited 3,800,000 3,800,000 25,000 International Research Park Laboratories Limited 250,000 250,000 6,250 Agache Associates Limited (Notes 2 & 3 of Schedule 4) 62,500 62,500 Less : Provision for Diminution in the Value (62,499) (62,499)2,000 Beacon Travels Pvt. Limited 20,000 20,000

Total Cost of Quoted and Unquoted Investments 291,478,725 291,478,725 Less : Provision for Diminution in the Value (104,507) (104,507)

Total ‘A’ 291,374,218 291,374,218

schedules (1 to 4) annexed to and forming part of the balance sheet and profit and loss account

> 93

(Amount in Rs.)



SCHEDULE 3 Investments (Net of Provisions) (Contd.)

B. In Partnership Firm10% Share in the Capital of a Partnership Firm, Messrs Hindustan Leasing Company by virtue of Partnership Deed dated 28.11.1983 with another Partner Messrs Modi Care Limited having 90% Sharein the Capital (Total Rs.1,000,000) 100,000 100,000

17.45% Shares in the Capital of a Partnership Firm, Messrs Tobacco Holdings.** 1,745 –

Total ‘B’ 101,745 100,000

Total Cost of Investments (A + B) 291,580,470 291,578,725 Less : Provision for Diminution in the Value (Notes 3 of Schedule 4) (104,507) (104,507)

291,475,963 291,474,218

Aggregate Face Value of Quoted Investments 7,971,440 7,971,440 Aggregate Market Value of Quoted Investments * 1,550,494,701 573,828,317

Notes: The Company under the same Management.

* Aggregate Market Value of Quoted Investments is exclusive of these Investments in view of non-availability of Current Market Rates.

** The total capital of M/s Tobacco Holdings is Rs. 10,000. Details of Names of all other Partners of M/s Tobacco Holdings with Share of each partner are as follows.

i) Indo Euro Investment Co.(P) Ltd. Rs. 3,227 (32.27%),

ii) K.K.Modi Investment And Financial Services Pvt Ltd. Rs. 2,562 ( 25.62%),

iii) Quick Investment India Ltd. Rs. 862 (8.62%),

iv) Subshree Patrochem Industrial Investments Ltd. Rs. 279 (2.79%),

v) Super Investment India Ltd. Rs. 231 (2.31%),

vi) Ramraj Enterprises Ltd. Rs. 219 (2.19%),

vii) Modi Reach Finance And Investment (I) Ltd. Rs. 127 (1.27%),

viii) Modi Care Ltd. Rs. 87 (0.87%),

ix) Anjney Investments And Trading Co. Ltd. Rs. 76 (0.76%),

x) Touchwood Investment Pvt. Ltd. Rs. 35 (0.35%),

xi) HMA Udyog Pvt Ltd. Rs. 30 (0.30%),

xii) Gemini Tradelinks Ltd. Rs. 16 (0.16%),

xiii) Cindrella Holdings Pvt. Ltd. Rs. 9 (0.09%),

xiv) Cindrella Developments Pvt. Ltd. Rs. 8 (0.08%),

xv) Cindrella Resources Pvt. Ltd. Rs. 8 (0.08%),

xvi) Aarsree Agra Ltd. Rs. 8 (0.08%),

xvii) Indofil Senior Executives (Offices) Welfare Trust Rs. 169 (1.69%),

xviii) Indofil Junior Employees (Factory) Welfare Trust Rs. 167 ( 1.67%),

xix) Indofil Junior Employees (Offices) Welfare Trust Rs. 135 ( 1.35%).

schedules annexed to and forming part of the balance sheet and profit and loss account



SCHEDULE 4 Accounting Policies and Notes

1. Interest Income is accounted for on accrual basis.

2. Investments, being Long Term, are stated at Cost less Provision for Diminution/ Fall in the Value of Investments.

3. In accordance with the Accounting Standard AS-13 i.e. “Accounting for Investments” issued by the Institute of Chartered Accountants of India, a sum of Rs. 104,507 has been provided to date upto March 31, 2010 (Previous Year Rs. 104,507) for Diminution/ Fall, other than temporary, in the Value of certain Investments even though the Aggregate Market/ Intrinsic/ Fair Value of all Investments are substantially higher than their Aggregate Cost.

4. Related Party Disclosures under Accounting Standard AS-18

Holding Company : Indofil Organic Industries Limited. (IOIL)

Fellow Subsidiary : Quick Investment( India ) Limited. (QIL)

Associated Company : Godfrey Phllips India Limited. (GPI)

(Amount in Rs.)

Holding Company Fellow Subsidiary Associated Company

Nature of Transactions This Year Previous Year This Year Previous Year This Year Previous Year

Equity Shares – – – – – 284,847,562

5. As the Company’s Business Activities falls within a Single Primary Business Segment i.e. “ Investments” the disclosure requirements of Accounting Standard AS-17 are not applicable.

6. Earning Per Share

(Amount in Rs.)

This Year Previous Year

Profit after Taxation (as per Profit and Loss Account) 20,256,762 21,781,042Profit attributable to Equity Shareholders 20,256,762 21,781,042Number of Equity Shares Outstanding( Previous Year weighted Average 70,105 49,362Number of Equity Share Outstanding) (Nominal Value - Rs. 100/- Per Share)Basic and Diluted Earning Per Share 288.95 441.25

7. Previous Year’s figures have been recast/regrouped wherever necessary.



Chairman




> 95

(Amount in Rs.)



A CASH FLOW FROM OPERATING ACTIVITIESNet Profit Before Tax 20,419,330 21,781,042 Adjustments for :Loss in the Partnership Firm 184 243 Decrease (Increase) in Interest Accrued (559,856) (78,430)Decrease (Increase) in Prepaid – (3,033)(Decrease) Increase in Other Payables (27,292) 37,453 (Decrease) Increase in Sundry Debtors 14,601 –

(572,363) (43,767)

Cash Generated from Operations 19,846,967 21,737,275 Income Tax Paid/ Adjusted (167,506) (85,347)Income Tax Refund 44,495 –

(123,011) (85,347)

Net Cash from Operating Activities 19,723,956 21,651,928

B CASH FLOW FROM INVESTING ACTIVITIESIncrease in Share Capital Account – 6,009,000 Increase in Share Premium Account – 210,315,000 Redemption of Preference Shares – 32,000,000 Investments (1,745) (284,847,562)Net Cash from Investing Activities (1,745) (36,523,562)

Cash Flow during the Year 19,722,211 (14,871,634)Cash and Cash Equivalents (Opening) 1,769,717 16,641,351 Cash and Cash Equivalents (Closing) 21,491,928 1,769,717



Chairman






[as required in Term of Paragraph 9BB of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 1998]

(Amount in Rs.) Amount Outstanding

As at March 31Amount Outstanding

As at March 31

2010 2009 2010 2009LIABILITIES SIDE

i) Loan and Advances availed inclusive of Interest Accrued thereon but not paid – – – –ii) Break-up of Public Deposits inclusive of Interest Accrued thereon but not paid – – – –

(Amount in Rs.)Amount Outstanding

As at March 312010 2009

ASSETS SIDE

iii) Break-up of Loans and Advances including Bills Receivables { other than those include in (4) below }

a) Secured – –b) Unsecured – –

iv) Break -up of Leased Assets and Stock-on Hire and – –Hypothecation Loans counting towards EL/HP activities

v) Break -up of Investments

(Amount in Rs.) Market Value/Break-upor Fair Value or N.A.V.*

As at March 31Cost

As at March 31

2010 2009 2010 2009

Current Investments – – – –

Long Term Investmentsa) Quoted

i) Sharesa) Equity 1,550,494,701 573,828,317 287,346,225 287,346,225 b) Preference – – – –

ii) Debentures and Bonds – – – –iii) Units of Mutual Funds – – – –vi) Governments Securities – – – –v) Others – – – –

b) Unquotedi) Shares

a) Equity* 6,568,246 11,666,569 4,132,500 4,132,500 b) Preference – – – –

ii) Debentures and Bonds – – – –iii) Units of Mutual Funds – – – –vi) Governments Securities – – – –v) Others 128,718 126,973 101,745 100,000

scheduleto the balance sheet as at march 31, 2010

> 97

schedules to the balance sheet as at March 31, 2010

vi) Borrower Group-wise classification of all Leased Assets, Stock-on-hire and Loans and Advances(Amount in Rs.)

Amount (Net of Provisions)

As at March 31, 2010 As at March 31, 2009

Category Secured Unsecured Total Secured Unsecured Total

i) Related Partiesa) Subsidiaries – – – – – –b) Companies in the Same Group – – – – – –c) Other Related Parties – – – – – –

ii) Other than Related Parties – – – – – –

Total

vii) Investor Group-wise classification on all Investments (Current and Long Term) in Shares and Securities (both Quoted and Unquoted)

(Amount in Rs.)

Category

Market Value/Break-upor Fair Value or N.A.V.*

As at March 31

Book Value(Net of Provisions)

As at March 31

2010 2009 2010 2009

i) Related Partiesa) Subsidiaries – – – –b) Companies in the Same Group 1,550,494,701 573,828,317 287,304,216 287,304,216 c) Other Related Parties 6,696,964 11,793,542 4,171,747 4,170,002

ii) Other than Related Parties – – – –

Total 1,557,191,665 585,621,859 291,475,963 291,474,218

* In case of Unquoted Investments, the Value has been determined based on the latest available Audited Balance Sheet

Note: Previous Year’s figures have been regrouped/recast wherever necessary.


Chairman








Registration No. 1 0 0 6 0 State Code 5 5

Balance Sheet Date 3 1 0 3 1 0Date Month Year

2 Capital raised during the year (Amount in Rs. Thousands)

Public Issue N I L Rights Issue N I L

Bonus Issue N I L Private Placement N I L

3 Position of Mobilisation and Deployment of Funds (Amount in Rs. Thousands)

Total Liabilities 3 1 3 4 4 9 Total Assets 3 1 3 4 4 9

Sources of Funds

Paid - up Capital 7 0 1 0 Reserves and Surplus 3 0 6 4 3 9

Secured Loans N I L Unsecured Loans N I L


Net Fixed Assets N I L Investments 2 9 1 4 7 6(Net of Provisions)

Net Current Assets 2 1 9 7 3 Misc. Expenditure N I L

Accumulated Losses N I L

4 Performance of the Company (Amount in Rs. Thousands)

Turnover 2 0 5 9 8 Total Expenditure 1 7 9

Profit/Loss Before Tax + 2 0 4 1 9 Profit/Loss After Tax + 2 0 2 5 7

Earning per Share (Rs.) 2 8 8 . 9 5 Dividend Rate (%) N I L


Item Code No. (ITC Code) N A

Product Description N A


K.K.ModiChairman

I.K.GuptaDirector



> 99

directors’ reportTo the Shareholders,

Your Directors have pleasure in presenting before you the 31st Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31, 2010.

Your Directors wish to report that during the year under review, your Company has earned increased Income of Rs. 136.53 Lacs as against Rs. 131.34 Lacs in the previous year. After meeting expenses and making provision for Income-tax liability for the year amounting to Rs. 11.50 Lacs (Previous year Rs. 6.25 Lacs ), there was a Net Profit After Tax of Rs. 123.85 Lacs as against Rs. 121.39 Lacs in the previous year.

DIVIDEND

In order to conserve the resources, your Directors considered it expedient to skip the dividend and hence do not recommend any dividend for the financial year 2009-10.

RESERVES AND SURPLUS

The Reserves and Surplus including the credit balance in the Profit and Loss Account stand at Rs. 586.48 Lacs as at March 31, 2010 as against Rs. 462.63 Lacs in the previous year.

FIXED DEPOSITS

During the year under report, your Company has not accepted any fixed deposits from the Public.

RBI REGISTRATION

The Company had filed an Appeal before the Appellate Authority, Ministry of Finance, Government of India, against the rejection order dated February 12, 2004 of the Reserve Bank of India (RBI) for issue of Certificate of Registration (COR). The Appellate Authority vide its order dated August 30, 2006 had accepted the Appeal of the Company and directed RBI to reconsider the application of the Company for grant of COR. In this connection various information required by RBI from time to time were duly supplied and the matter is now under their reconsideration.

DIRECTORS

Mr. I.K. Gupta, a Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for reappointment.

DIRECTORS’ RESPONSIBILITy STATEMENT

As per the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors state:

i) that in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed and there were no material departures;

ii) that the Directors had 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 at the end of the financial year and of the Profit of the Company for that year;

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate Accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors had prepared the Annual Accounts on a going concern basis.

AUDITORS

Messrs P.R. Mehra & Co., Chartered Accountants, New Delhi, the retiring Auditors, being eligible, offer themselves for reappointment.

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

Being an Investment Company, there are no particulars to be furnished in this respect as required under section 217(1)(e) of the Companies Act, 1956 relating to Conservation of Energy and Technology Absorption. There was no foreign exchange earning or outgo during the year.

PARTICULARS OF EMPLOYEES

There was no employee during the year under Report, which attracts the provisions of the Companies (Particulars of the Employees) Rules, 1975.

COMPLIANCE CERTIFICATE

A Certificate issued by Mr. Pradeep Kumar Jain , Company Secretary, New Delhi, in the whole time practice in terms of the provisions of Section 383A of the Companies Act, 1956, to the effect that the Company has complied with the applicable provisions of the said Act is attached to this Report. A copy of this certificate be attached to the Directors’ Report on the Accounts for the year ended March 31, 2010.

By Order of the Board,

Bina ModiPlace : New Delhi ChairpersonDated : April 14, 2010

17th Annual Report 2009-10 > Quick Investment (India) Limited> 100


compliance certificate

To,The MembersQuick Investment (India) Limited, New Delhi.

We have examined the Registers, Records, Books and Papers of M/s Quick Investment (India) Ltd., having its Registered Office at A-1, Maharani Bagh, New Delhi-110065, a wholly owned subsidiary of M/s. Indofil Organic Industries Limited and incorporated under Certificate of Incorporation No. 10018 with present Authorised Share Capital of Rs. 5,00,00,000 (Rupees Five Crores) as required to be maintained under the Companies Act, 1956 (the Act) and the rules made thereunder and also the provisions contained in the Memorandum and the Article of Association of the Company for the financial year ended on March 31, 2010. In our opinion and to the best of our information and according to the examinations carried out by us and explanations furnished to us by the Company its officers and agents, we certify that in respect of the aforesaid financial year.

1. The Company has kept and maintained all registers as stated in Annexure ‘A’ as per the provision of the Act and the rules made thereunder and all the entries therein have been duly recorded.

2. The Company has duly filed the forms and the returns as stated in the Annexure ‘B’ to this Certificate with the Registrar of Companies, Delhi and Haryana within the time prescribed under the Act and the rules made thereunder.

3. The Company is an unlisted Public Limited Company under Section 3 of the Companies Act, 1956 and has paid-up capital of Rs. 10,01,500.

4. The Board of Directors duly met five times respectively on April 28, 2009, July 15, 2009, November 5, 2009, December 11, 2009 and March 11, 2010 in respect of meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

5. The Company had not closed its Registers of Members.

6. The Annual General Meeting for the financial year ended on March 31, 2009 was held on June 4, 2009 after giving due notice to all the members of the Company and the resolutions passed thereat were duly recorded in the Minutes Book maintained for the purpose.

7. During the financial year, no Extra Ordinary General Meeting was held.

8. The Company had not advanced any loan to its Directors and / or persons or firms or Companies referred in the section 295 of the Act.

9. The Company had not entered into any contracts falling within the purview of Section 297 of the Act.

10. There were no transactions required to be recorded in the registers maintained under the Section 301 of the Act.

11. The Company was not required to obtain any approvals from the Board of Directors, members or previous approval of the Central Government pursuant to Section 314 of the Act, as no appointment was made which attracted the provisions of the said section.

12. No duplicate share certificates had been issued by the Company.

13. (i) There was no allotment / transmission / transfer of Equity Share.

(ii) The Company was not required to deposit any amount in a separate bank as no dividend was declared during the financial year.

(iii) Clause No. (iii) and (iv) not applicable as stated in clause (ii) above.

(iv) The Company has duly complied with the requirements of Section 217 of the Act.

14. The Board of Directors of the Company is duly constituted. There was no case of appointment of Additional Director or Alternate Director except change in the designation of a Director, during the financial year.

15. The Company had not appointed any Managing Director / Whole Time Director / Manager.

16. The Company had not appointed any Sole Selling Agents.

17. The Company was not required to obtain any approvals of the Central Government, Company Law Board, Regional Director, Registrar of Companies and / or such authorities prescribed under the various provisions of the Act.

18. The Directors had disclosed their interest in other firms / companies to the Board of Directors pursuant to the provisions of the Act and the rules made thereunder.

7370, Ist Floor, Ram NagarNew Delhi-110055

174, GF, Ashoka Enclave-ISector-34, Faridabad-121001Contact No. 9810480099Email: [email protected]

PRADEEP KUMAR JAINCompany Secretary

CIN No. U65993DL1979PLC010018Authorised Capital: Rs. 5,00,00,000

> 101

19. The Company had not issued any shares, debentures or other securities.

20. The Company had not bought back any shares.

21. Redemption of the preference shares or debentures do not apply to the Company.

22. There were no transactions necessitating the Company to keep in abeyance the rights to dividend, right shares and bonus shares pending registration of transfer of shares.

23. The Company has not accepted any Fixed Deposits and hence the provision of Section 58A and 58AA read with Company’s (Acceptance of Deposit) Rules, 1975 /applicable directions issued by the Reserve Bank of India/any other authority in respect of deposits are not applicable to the Company.

24. The Company had not made any borrowings.

25. The Main Objects and Business of the Company is to make investments in Shares, Stocks, Debentures, Bonds, Obligations and Securities etc and categorised as Investment Company, the provisions of Section 372A of The Companies Act, 1956 are not applicable to the Company.

26. During the year under review, the Company has not altered the provisions of the Memorandum with respect to the situation of the Company’s Registered Office from one state to another.

27. During the year under review, the Company has not altered the provisions of the Memorandum with respect to the objects of the Company.

28. During the year under review, the Company has not altered the provisions of the Memorandum with respect to the name of the Company.

29. During the year under review, the Company has not altered the provisions of the Memorandum with respect to the Share Capital of the Company except deletion of the word “Interest(subject to tax)” and substitution of the word “Dividend (subject to tax)” against the Preference Shares in Clause V.

30. During the year under review, the Company has not altered its Articles of Association with respect to the Share Capital of the Company. except deletion of the word “Interest(subject to tax)” and substitution of the word “Dividend (subject to tax)” against the Preference Shares in Article 3 and further deletion of word “the Directors of” and substitution of word “determined by” in Article 3.

31. There was / were no prosecution initiated against or show cause notices received by the Company during the financial year for offences under the Act, as informed to me.

32. The Company had not received any money as security from its employees.

33. The Company had not deducted any contribution towards Provident Fund as it was not required.

Pradeep Kumar JainPlace : New Delhi CP. No. 8270Dated : April 1, 2010

ANNEXURE – A

REGISTERS AS MAINTAINED BY THE COMPANY.

1. Register of Members u/s 150

2. Register of Directors u/s 303

3. Register of Directors Shareholding u/s 307

4. Register of Share Transfer u/s 108

5. Register of Loans and Investment u/s 372A

6. Minute Book – Directors u/s 193

7. Minute Book – Shareholders u/s 193

8. Register of Firms/Companies in which Directors are interested u/s 301

9. Books of Accounts u/s 209

10. Annual Return

ANNEXURE – B

FORMS AND RETURNS AS FILED BY THE COMPANY WITH THE REGISTRAR OF COMPANIES DURING THE FINANCIAL YEAR ENDED MARCH 31, 2010

1. Compliance Certificate u/s 383A filed on June 19, 2009 in Form No. 66 vide SRN No. P32891749

2. Form No. 32 Change in designation in respect of appointment of Mr. Suresh Jagirdar as a Director filed on June 19, 2009 vide SRN No. A63774871

3. Form No. 23 in respect of AGM held on 4.6.2009 -Special Resolution for amendment of Memorandum and Articles of Association U/s 31, filed on June 23, 2009 vide SRN No. A63997993

4. Annual Report filed u/s 220 for the Financial Year ended March 31, 2009 in Form No. 23 AC & 23ACA filed on 1st July, 2009 vide SRN No. P33067364.

5. Annual Return filed u/s 159 / 161 filed on July 14, 2009 for holding of Annual General Meeting held on June 4, 2009, in Form No. 20B vide SRN No.P33250663



1. We have audited the attached Balance Sheet of QUICK INVESTMENT (INDIA) LIMITED as at March 31, 2010, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the Auditing Standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the Accounting Principles used and significant estimates made by the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors’ Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in Paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in Para 3 above, we report that

i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

ii) In our opinion, proper Books of Account as required by law have been kept by the Company so far as appears from our examination of those Books;

iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the Books of Account;

iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting

Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

v) On the basis of written representations received from the Directors, as on March 31, 2010 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31, 2010 from being appointed as a Director in terms of Clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

vi) In our opinion and to the best of our information and according to the explanations given to us, the said Accounts give the information required by the Companies Act, 1956, in the manner so required and, give a true and fair view in conformity with the Accounting Principles generally accepted in India;

a) In the case of Balance Sheet, of the State of Affair of the Company as at March 31, 2010;

b) In the case of Profit and Loss Account of the Profit for the year ended on that date; and

c) In the case of Cash Flow Statement, of the Cash Flows for the year ended on that date.

For P.R. MEHRA & CO.,Chartered Accountants

ASHOK MALHOTRAPlace : New Delhi PartnerDated : April 14, 2010 Membership No. 082648

auditors’ report to the members of Quick Investment (India) Limited

> 103

1. The Company has no Fixed Assets. Accordingly, clause 4(i) of the Companies (Auditors’ Report) (Amendment) Order, 2004 (the Order) is not applicable.

2. The Company’s nature of operations does not require it to hold Inventories. Accordingly, clause 4(ii) of the Order is not applicable.

3. The Company has neither granted nor taken any loans, secured or unsecured to/from Companies, Firms or other Parties covered in the register maintained under Section 301 of the Companies Act, 1956.

4. The Company’s nature of operations does not require it either to purchase Inventory of Fixed Assets or to sell Goods. Accordingly, clause 4(iv) of the Order is not applicable.

5. According to the information and explanations given to us, we are of the opinion that there were no transactions under Section 301 of the Companies Act,1956 during the current year exceeding the value of Rs. 5 Lacs in respect of any party that need to be reported under clause 4(v) of the order.

6. The Company has not accepted any Deposit from the Public and consequently, the directives issued by the Reserve Bank of India, the provisions of Section 58A, 58AA or any other provisions of the Act and the rules framed there under are not applicable.

7. The Paid up Capital and Reserves of the Company as at the commencement of the financial year exceed Rs. 50 Lacs but in view of the limited number of transactions, the Company decided not to have internal audit system. In our opinion, the internal control system is commensurate with the size of the Company.

8. According to the information and explanations given to us, the clause 4(viii) relating to the maintenance of Cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 is not applicable to the Company.

9. The Company has been regular in depositing with the appropriate authorities undisputed statutory dues. According to the information and explanations given to us, no undisputed dues payable in respect of Income Tax were outstanding as at March 31, 2010 for a period of more than six months from the date they became payable.

According to the information and explanations given to us, there are no dues in respect of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Excise Duty and Cess that have not been deposited with the appropriate authorities on account of any dispute.

10. The Company does not have any accumulated losses at the end of the financial year and in the immediately preceding financial year.

11. The Company has neither taken any Loans from a Financial Institution and a Bank nor issued any Debentures. Accordingly, clause 4(xi) of the Order is not applicable.

12. The Company has not granted Loans and Advances on the basis of security by way of pledge of Shares, Debentures and other Securities. Accordingly, clause 4(xii) of the Order is not applicable.

13. The Company is not a Chit Fund, Nidhi, Mutual Benefit Fund or a Society. Accordingly, clause 4(xiii) of the Order is not applicable.

14. According to the information and explanations given to us, the Company is not dealing in or trading in Shares, Debentures and other Securities. Accordingly, clause 4(xiv) of the Order is not applicable.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from Banks or Financial Institutions. Accordingly, clause 4(xv) of the Order is not applicable.

16. The Company has not obtained any Term Loans. Accordingly, clause 4(xvi) of the order is not applicable.

17. According to the information and explanations given to us, the Company has not raised any funds on short term basis.

18. The Company has not made any preferential allotment of shares to parties and Companies covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, clause 4(xviii) of the Order is not applicable.

19. The Company has not issued any Debentures. Accordingly, clause 4(xix) of the Order is not applicable.

20. The Company has not raised any money by Public Issue during the year. Accordingly, clause 4(xx) of the Order is not applicable.

21. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For P.R. MEHRA & CO.,Chartered Accountants

ASHOK MALHOTRAPlace : New Delhi PartnerDated : April 14, 2010 Membership No. 082648

annexure referred to in para 3 of our report of even date



(Amount in Rs.)

SchedulesAs at

March 31, 2010As at

March 31, 2009

I SOURCES OF FUNDSShareholder's fundsa) Share Capital (1) 1,001,500 1,001,500 b) Reserves and Surplus (2) 58,647,707 46,262,858

59,649,207 47,264,358 Loan funds – –

Total 59,649,207 47,264,358

II APPLICATION OF FUNDSFixed Assets – –

Investments(Net of Provisions) (3) 5,242,472 5,241,610

Current Assets, Loans and Advancesa) Current Assets Bank Balances with Scheduled Banks In Current Accounts 64,406 50,505 In Deposit Accounts 53,370,000 41,325,000

53,434,406 41,375,505 b) Sundry Debtors (Unsecured - considered Good) Modipon Limited – 20,005 c) Loans and Advances Advance Income Tax/ Tax Deducted at Source 1,778,026 815,708 Interest Accrued on Deposits/Investments 990,630 738,097 Prepaid Expenses 3,033 3,033

2,771,689 1,556,838 56,206,095 42,952,348

Less : Current Liabilities and Provisionsa) Current Liabilities Sundry Creditors (Other than Small Scale Industrial Undertakings Micro and Small Enterprises) 23,360 21,600

b) Provisions For Taxation 1,776,000 908,000

1,799,360 929,600 Net Current Assets 54,406,735 42,022,748

Total 59,649,207 47,264,358 Accounting Policies and Notes (4)

balance sheet as at March 31, 2010

As per our report attached For and on behalf of the Board of Directors for P. R. MEHRA & CO.,Chartered Accountants Bina Modi

Chairperson

ASHOK MALHOTRA I.K.GuptaPartner DirectorMembership No. 082648



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Chairperson




(Amount in Rs.)

NoteYear ended


March 31, 2009

INCOMEDividend Received on Investments (Other than Trade) 9,834,000 10,962,000 Interest Received (1) 3,819,392 2,171,562

Total Income 13,653,392 13,133,562

EXPENDITURERates & Taxes – 60,000 Filing Fees 2,620 203,612 Professional Charges 65,000 69,400 Audit Fees and Expenses (2) 35,573 23,011 General Office Expenses 8,254 5,785 Directors' Fees 7,500 7,500

Total Expenditure 118,947 369,308

Profit Before Tax 13,534,445 12,764,254

Less : Provision For Taxation(Net of Earlier Years' Excess Provision Written Back 1,149,596 625,000 This Year Rs. 1,404.00, Previous Years' Rs. Nil)

Profit after Tax 12,384,849 12,139,254 Add : Balance Brought Forward from Last Year 25,519,968 15,808,714

Profit Available For Appropriation 37,904,817 27,947,968

AppropriationsTransfer to General Reserve – –Transfer to Special Reserve 2,478,000 2,428,000 Balance Carried Over 35,426,817 25,519,968

37,904,817 27,947,968

Earning Per Share 1,236.63 1,212.11 Notes 1: Consists on: a) Short Term Deposits 3,819,392 2,171,562 b) Tax deducted at Source 411,514 407,726

Notes 2: Consists on: a) Statutory Audit Fees 16,545 14,891 b) Tax Audit Fees 4,412 4,412 c) Certification Work / Management Sevices 13,788 2,809 d) Expenses Reimbursed 828 899

profit and loss account for the year ended March 31, 2010



(Amount in Rs.)




Authorised4,00,000 Equity Shares of Rs. 100 each 40,000,000 40,000,000 100,000 Preference Shares of Rs. 100 each 10,000,000 10,000,000

50,000,000 50,000,000 Issued, Subscribed & Paid Up10,015 Equity Shares of Rs. 100 each, Fully Paid up 1,001,500 1,001,500 (wholly-owned by Indofil Organic Industries Limited, the Holding Company)

(Amount in Rs.)

As at March 31, 2009 Additions Deductions



General Reserve 4,116,390 – – 4,116,390 Special Reserve (Note) 16,626,500 2,478,000 – 19,104,500 Profit and Loss Account 25,519,968 12,384,849 2,478,000 35,426,817

46,262,858 14,862,849 2,478,000 58,647,707

Note:Amount transferred from Profit and Loss Account in terms of Section 45-IC of the Reserve Bank of India Act, 1934

(Amount in Rs.)



SCHEDULE 3 Investments (Long Term) (Net of Provisions)

A. Long Term Investments Other Than Trade (Fully Paid up)i) Quoted : At Cost less Provision for Diminution/Fall in the Value

Equity Shares of Rs. 10 each393,360 Godfrey Phillips India Limited (Note) 1,936,605 1,936,605 75,631 Modi Spinning & Weaving Mills Co. Ltd. * 760,479 760,479 Less : Provision for Diminution in the Value (760,478) (760,478)(Notes 2 & 3 of Schedule 4)

11,300 Modi Carpets Limited * 133,991 133,991 Less : Provision for Diminution in the Value (133,990) (133,990)(Notes 2 & 3 of Schedule 4)

5,580 Modi Industries Limited * 88,250 88,250 Less : Provision for Diminution in the Value (88,249) (88,249)(Note below and 2 & 3 of Schedule 4)

Preference Shares of Rs. 100 each(13.5% Redeemable Cumulative)165 Modi Spinning & Weaving Mills Co. Ltd. * 16,500 16,500 Less : Provision for Diminution in the Value (16,499) (16,499)(Notes 2 & 3 of Schedule 4)

schedules (1 to 4) annexed to and forming part of the balance sheet and profit and loss account

> 107

(Amount in Rs.)



SCHEDULE 3 Investments (Long Term) (Net of Provisions) (Contd.)

Non-Convertible Debentures of Rs. 200 each(12.5% Redeemable Non-Cumulative)328 Modi Industries Limited * 65,600 65,600 Less : Provision for Diminution in the Value (65,599) (65,599)(Notes 2 & 3 of Schedule 4)

Total Cost of Quoted Investments 3,001,425 3,001,425 Less : Provision for Diminution in the Value of Quoted Investments (1,064,815) (1,064,815)

Total 'A' (Net of Provisions) 1,936,610 1,936,610

B. Unquoted : At Cost Equity Shares of Rs. 10 each 505,000 Modern Home Care Products Limited 3,030,000 3,030,000 25,000 International Research Park Laboratories Limited 250,000 250,000 2,500 Beacon Travels Pvt. Limited 25,000 25,000

Total 'B' Cost of Unquoted Investments 3,305,000 3,305,000

Total Cost of Quoted and Unquoted Investments 6,306,425 6,306,425 Less : Provision for Diminution in the Value of Quoted Investments (1,064,815) (1,064,815)

Total ( A + B) (Net of Provisions) 5,241,610 5,241,610

C. In Partnership Firm8.62% Share in the Capital of a Partnership Firm, Messers Tobacco Holdings.** 862 -

Total Cost ( A + B + C ) 6,307,287 6,306,425

Less : Provision for Diminution in the Value of Quoted Investments (1,064,815) (1,064,815)(Note 3 of Schedule 4)Total Cost ( A + B + C ) (Net of Provisions) 5,242,472 5,241,610 Aggregate Face Value of Quoted Investments 4,940,810 4,940,810 Aggregate Market Value of Quoted Investments * 766,166,940 283,553,556

Notes: The Company under the same Management.

* Aggregate Market Value of Quoted Investments is exclusive of these Investments in view of non-availability of Current Market Rates.

** The total capital of M/s Tobacco Holdings is Rs. 10,000. Details of Names of all other Partners of M/s Tobacco Holdings with share of each partner are as follows.

i) Indo Euro Investment Co.(P) Ltd. Rs. 3,227 (32.27%),

ii) K.K.Modi Investment and Financial Services Pvt. Ltd. Rs. 2,562 (25.62%),

iii) Good Investment India Ltd. Rs. 1,745 (17.45%),

iv) Subshree Patrochem Industrial Investments Ltd. Rs. 279 (2.79%),

v) Super Investment India Ltd. Rs. 231 (2.31%),

vi) Ramraj Enterprises Ltd. Rs. 219 (2.19%),

vii) Modi Reach Finance and Investment (I) Ltd. Rs. 127 (1.27%),

viii) Modi Care Ltd. Rs. 87 (0.87%),

ix) Anjney Investments and Trading Co. Ltd. Rs. 76 (0.76%),

x) Touchwood Investment Pvt. Ltd. Rs. 35 (0.35%),




xi) HMA Udyog Pvt Ltd. Rs. 30 (0.30%),

xii) Gemini Tradelinks Ltd. Rs. 16 (0.16%),

xiii) Cindrella Holdings Pvt. Ltd. Rs. 9 (0.09%),

xiv) Cindrella Developments Pvt. Ltd. Rs. 8 (0.08%),

xv) Cindrella Resources Pvt. Ltd. Rs. 8 (0.08%),

xvi) Aarsree Agra Ltd. Rs. 8 (0.08%),

xvii) Indofil Senior Executives (Offices) Welfare Trust Rs. 169 (1.69%),

xviii) Indofil Junior Employees (Factory) Welfare Trust Rs. 167 (1.67%),

xix) Indofil Junior Employees ( Offices) Welfare Trust Rs. 135 (1.35%).

SCHEDULE 4 Accounting Policies and Notes

1. Interest Income is accounted for on accrual basis except on Debentures of Modi Industries Limited, which is on realisation basis.

2. Investments, being Long Term, are stated at Cost less Provision for Diminution/Fall in the Value of Investment.

3. In accordance with the Accounting Standard AS-13 i.e. “Accounting for Investments” issued by the Institute of Chartered Accountants of India, a sum of Rs. 1,064,815 has been provided to date upto March 31, 2010 (Previous Year Rs. 1,064,815) for Diminution/Fall,other than temporary, in the Value of certain Investments even though the Aggregate Market/Intrinsic/Fair Value of all Investments are substantially higher than their Aggregate Cost.

4. The Reserve Bank of India (RBI) vide its Order dated February 12, 2004 had rejected the application of the Company for the issue of Certificate of Registration (COR) to carry on the Business as a Non-Banking Financial Company (NBFC).The Company had filed an Appeal against the said RBI Order before the Appellate Authority Ministry of Finance, Government of India which had been accepted and the Appellate Authority directed RBI to reconsider the Company’s application for grant of COR and also directed the Company to submit all the relevant information /documents required by RBI for reconsideration. Accordingly, Company has since submitted all the information/ documents as required by RBI and the matter is now under reconsideration of the Reserve Bank of India.

5. Related Party Disclosures under Accounting Standard AS -18

Holding Company : Indofil Organic Industries Limited (IOIL)

Fellow Subsidiary : Good Investment (India) Limited.

(Amount in Rs.)

Holding Company Fellow Subsidiary

Nature of Transactions This Year Previous Year This Year Previous Year

Redemption of Preference Shares (IOIL) – 18,800,000 – –Short Term Advance to IOIL – 10,000,000 – –Dividend on Preference Shares (IOIL) – 1,128,000 – –

6. As the Company’s Business Activities falls within a Single Primary Business Segment i.e. “Investments”, the disclosure requirements of Accounting Standard AS-17 are not applicable.


> 109

7. Earning Per Share

(Amount in Rs.)

This Year Previous Year

Profit after Taxation (as per Profit and Loss Account) 12,384,849 12,139,254Profit attributable to Equity Shareholders 12,384,849 12,139,254Number of Equity Shares Outstanding(Face Value - Rs. 100 Per Share) 10,015 10,015Basic and Diluted Earning Per Share 1,236.63 1,212.11

8. Previous Year’s figures have been regrouped/recast wherever necessary.



Chairperson






(Amount in Rs.)



A CASH FLOW FROM OPERATING ACTIVITIESNet Profit Before Tax 13,534,445 12,764,254 Adjustments for :Decrease (Increase) in Interest Accrued (252,533) (738,097)Decrease (Increase) in Prepaid – (3,033)(Decrease) Increase in Other Payables 1,760 5,661 Decrease in Sundry Debtors 20,005 –

(230,768) (735,469)Cash Generated from Operations 13,303,677 12,028,785 Income Tax Paid/ Adjusted (1,259,264) (518,762)Income Tax Refund 15,350 –

(1,243,914) (518,762)Net Cash from Operating Activities 12,059,763 11,510,023

B CASH FLOW FROM INVESTING ACTIVITIESInvestment in Tobacco Holdings (862) –Redemption of Preference Shares – 18,800,000 Net Cash from Investing Activities (862) 18,800,000

Net increase in Cash and Cash Equivalents 12,058,901 30,310,023

Cash and Cash Equivalents (Opening) 41,375,505 11,065,482 Cash and Cash Equivalents (Closing) 53,434,406 41,375,505



Chairperson




> 111

[as required in Term of Paragraph 9BB of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 1998]

(Amount in Rs.) Amount Outstanding

As at March 31Amount Overdue

As at March 31

2010 2009 2010 2009LIABILITIES SIDE

i) Loan and Advances availed inclusive of Interest Accrued thereon but not paid – – – –ii) Break-up of Public Deposits inclusive of Interest Accrued thereon but not paid – – – –

(Amount in Rs.)Amount Outstanding

As at March 31

2010 2009ASSETS SIDE

iii) Break-up of Loans and Advances including Bills Receivables { other than those include in (4) below }

a) Secured – –b) Unsecured – –

iv) Break -up of Leased Assets and Stock-on Hire and – –Hypothecation Loans counting towards EL/HP activities

v) Break -up of Investments

(Amount in Rs.) Market Value/Break-upor Fair Value or N.A.V.*

As at March 31Cost

As at March 31

2010 2009 2010 2009

Current Investments – – – –

Long Term Investmentsa) Quoted – – – –

i) Sharesa) Equity 766,166,940 283,553,556 2,919,325 2,919,325 b) Preference – – 16,500 16,500

ii) Debentures and Bonds – – 65,600 65,600 iii) Units of Mutual Funds – – – –vi) Governments Securities – – – –v) Others – – – –

b) Unquoted – – – –i) Shares

a) Equity* 10,573,141 10,550,414 3,305,000 3,305,000 b) Preference – – – –

ii) Debentures and Bonds – – – –iii) Units of Mutual Funds – – – –vi) Governments Securities – – – –v) Others 862 – 862 –




vi) Borrower Group-wise classification of all Leased Assets, Stock-on-hire and Loans and Advances(Amount in Rs.)

Amount (Net of Provisions)

As at March 31, 2010 As at March 31, 2009

Category SecuredUnse-cured Total Secured

Unse-cured Total

i) Related Partiesa) Subsidiaries – – – – – –b) Companies in the Same Group – – – – – –c) Other Related Parties – – – – – –

ii) Other than Related Parties – – – – – –

Total

vii) Investor Group-wise classification on all Investments (Current and Long Term) in Shares and Securities (both Quoted and Unquoted)

(Amount in Rs.)

Category

Market Value/Break-upor Fair Value or N.A.V.*

As at March 31

Book Value(Net of Provisions)

As at March 31

2010 2009 2010 2009

i) Related Partiesa) Subsidiaries – – – –b) Companies in the Same Group 766,166,940 283,553,556 1,936,605 1,936,607 c) Other Related Parties 10,574,003 10,550,414 3,305,867 3,305,003

ii) Other than Related Parties – – – –

Total 776,740,943 294,103,970 5,242,472 5,241,610

* In case of Unquoted Investments, the Value has been determined based on the latest available Audited Balance Sheet

Note: Previous Year’s figures have been regrouped/recast wherever necessary.



Chairperson




> 113



Registration No. 1 0 0 1 8 State Code 5 5

Balance Sheet Date 3 1 0 3 1 0Date Month Year

2 Capital raised during the year (Amount in Rs. Thousands)

Public Issue N I L Rights Issue N I L

Bonus Issue N I L Private Placement N I L

3 Position of Mobilisation and Deployment of Funds (Amount in Rs. Thousands)

Total Liabilities 5 9 6 4 9 Total Assets 5 9 6 4 9

Sources of Funds

Paid - up Capital 1 0 0 2 Reserves and Surplus 5 8 6 4 7

Secured Loans N I L Unsecured Loans N I L


Net Fixed Assets N I L Investments 5 2 4 2(Net of Provisions)

Net Current Assets 5 4 4 0 7 Misc. Expenditure N I L

Accumulated Losses N I L

4 Performance of the Company (Amount in Rs. Thousands)

Turnover 1 3 6 5 3 Total Expenditure 1 1 9

Profit/Loss Before Tax + 1 3 5 3 4 Profit/Loss After Tax + 1 2 3 8 5

Earning per Share (Rs.) 1 2 3 6 . 6 3 Dividend Rate (%) N I L


Item Code No. (ITC Code) N A

Product Description N A


Bina ModiChairperson

I.K.GuptaDirector





NOTICE is hereby given that 17th Annual General Meeting of the Members of the Company will be held on Tuesday, the July 20, 2010 at 11.30 A.M. at Hall of Quest, Nehru Centre, Basement, Dr. A. B. Road, Worli, Mumbai - 400 018 to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Balance Sheet as at March 31, 2010, the relative Profit and Loss Account for the year ended on that date together with the Reports of the Auditors and the Directors thereon.

2. To declare dividend on Equity Shares.

3. To appoint a Director in place of Prof. J. Ramachandran, who retires by rotation and, being eligible, offers himself for re-appointment.

4. To appoint a Director in place of Mr. S.K.Verma, who retires by rotation and, being eligible, offers himself for re-appointment.

5. To appoint a Director in place of Mr. Sanjay Buch, who retires by rotation and, being eligible, offers himself for re-appointment.

6. To appoint Messrs M.M.Bilimoria & Co., Chartered Accountants, Mumbai as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company and to fix their remuneration.

SPECIAL BUSINESS

7. To consider and if thought fit, to pass, with or without modification(s), the following Resolution as a Special Resolution.

“RESOLVED that pursuant to the provisions of Section 21 and other applicable provisions, if any, of the Companies Act, 1956 and subject to the approval of the Ministry of Corporate Affairs, Central Government/ The Registrar of Companies, Mumbai, Maharashtra and such other authorities, as may be necessary in this regard, consent of the Company be and is hereby accorded to change the name of the Company from “Indofil Organic Industries Limited” to “Indofil Limited” or such other name as may be approved by the Ministry of Corporate Affairs, Central Government / The Registrar of Companies, Mumbai, Maharashtra.

RESOLVED FURTHER that the name “Indofil Organic Industries Limited“ wherever it occurs in the Memorandum and Articles of Association of the Company be substituted by the name “Indofil Limited” or such other name as may be approved by the Ministry of Corporate affairs, Central Government / The Registrar of Companies, Mumbai, Maharashtra.

RESOLVED FURTHER that the Board of Directors be and are hereby authorised to apply for availability of name and to do all such acts, deeds and things as may be deemed expedient and necessary to give effect to this Resolution”.

8. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“In supercession of the resolution passed earlier, RESOLVED THAT, pursuant to the provisions of Section 293(1)(d) and other applicable provisions, if any, of the Companies Act, 1956, consent of the Company be and is hereby accorded to the Board of Directors of the Company to borrow any sum of money or sums of moneys, from time to time, for the purposes of the Company upon such terms and conditions and with or without security, as the Board of Directors may in its discretion thinks fit, notwithstanding that the money or moneys to be borrowed together with the moneys already borrowed by the Company (apart from temporary loans obtained from the Company’s bankers in the ordinary course of business) may exceed the aggregate of the Paid-up Capital of the Company and its Free Reserves, that is to say, Reserves not set apart for any specific purpose, provided, however, that the total amount of such borrowings shall not exceed the sum of Rs. 700 crores (Rupees seven hundred crores only) at any one time.

FURTHER RESOLVED that the Board of Directors be and are hereby authorised to take such steps and to do all such acts, deeds, matters and things as may be considered necessary, proper or expedient to give effect to this Resolution”.

By Order of the Board,For Indofil Organic Industries Limited

I.K. GUPTAPlace : Mumbai Chief Executive Corporate and Dated : May 26, 2010 Company Secretary

notice

INDOFIL ORGANIC INDUSTRIES LIMITEDRegistered Office: Nirlon House, Dr. Annie Besant Road, Worli, Mumbai-400030

> 115

NOTES

1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and on a poll, to vote instead of himself. The proxy need not be a member of the Company. The proxy form duly completed and signed should reach the Company’s Registered Office at Mumbai, not later than 48 hours before the time fixed for the meeting.

2. An Explanatory Statement in respect of item No. 7 to 8 of the Notice as required under Section 173(2) of the Companies Act, 1956 is annexed hereto.

3. All documents referred to in the accompanying Notice are open for inspection at the Registered Office of the Company during office hours on all working days except Saturday between 11.00 A.M. to 1.00 P.M. up to the date of the Annual General Meeting.

4. Members holding shares in physical form are requested to notify change of address, under their signatures to M/s. Mas Services Limited, T-34, Okhla Industrial Area, Phase II, New Delhi-110020, the Registrar and Transfer Agent (RTA) of the Company, quoting Folio Numbers. Members holding shares in demat form may update such details with their respective Depository Participants (DPs). All correspondence regarding Demat / Transfer / Consolidation / Split-up of shares etc. should be addressed to them for expeditious disposal.

5. The Register of Members and Shares Transfer Books will remain closed from July 16, 2010 to July 20, 2010 (both days inclusive) for the purpose of payment of dividend to those Members whose names stand on the Register of Members as on July 20, 2010. The dividend in respect of shares held in electronic form will be payable to the beneficial owners of the shares as at the end of business hours on July 15, 2010 as per details furnished by the depositories for this purpose.

6. To avoid loss of dividend warrants in transit, undue delay and incidence of fraudulent encashment of the dividend warrants, the Company has provided a facility to the members for remittance of dividend through the National Electronic Clearing system (NECS). The NECS facility is available at locations identified by Reserve Bank of India from time to time and covers most of the cities and towns. Members holding shares in physical form and desirous of availing this facility are requested to contact the Company’s Registrars and Transfer Agents. In case

of members holding shares in demat mode, they should furnish details in the prescribed format of their Depository Participants (DP).

7. Members/Proxies should bring duly filled attendance slip sent herewith for attending the meeting.

8. The relevant details, brief resume of the Directors, seeking reappointment at the Annual General Meeting as per Item No(s) 3 to 5 are annexed hereto.

EXPLANATORY STATEMENT AS REQUIRED UNDER SECTION 173(2) OF ThE COMPANIES ACT, 1956 REGARDING ITEM NO.7 AND 8:

Item No. 7

When the Company was formed in the year 1993, the business plan of the Company was to enter the Organic Chemicals Industry. However, post the acquisition of Indofil Chemicals Company from Modipon Limited in the year 2006-2007, the area of operations of the Company is no longer limited to Organic Chemicals. The business of the Company is expanding into Inorganic Chemicals and other related business as well for which Company is duly authorised under the main Objects Clause of its Memorandum of Association. Hence, the present name does not signify the magnitude of operations of the Company keeping in mind the future growth / diversification opportunities and that the business of the Company is known under the brand name of Indofil by all the stakeholders, viz. consumers, suppliers, Government authorities etc. Hence, to have synergies for future growth / diversification of the Company, the Directors feel it to be expedient to change the name of the Company to enable all stakeholders to get the right perspective of the Company and to be in line with its Brand name. Keeping aforesaid in mind, the Board of Directors have decided that the name of the Company be changed from “Indofil Organic Industries Limited” to “Indofil Limited”. Necessary application is being made for availability of name, “Indofil Limited” to The Registrar of Companies, Mumbai, Maharashtra in terms of Section 21 of the Companies Act, 1956 and subject to the resolution being passed, an application will be made to the Registrar of Companies, Mumbai, Maharashtra / Ministry of Corporate Affairs, Central Government for confirmation of change of name.

The Board commends the resolution for the approval of the members.

None of the Directors is concerned or interested in the passing of this resolution except as a member of the Company



Item No. 8

The shareholders of the Company at its Extra Ordinary General Meeting held on February 27, 2007 had authorised the Board of Directors of the Company to borrow moneys in excess of the Paid-up Share Capital and the Free Reserves of the Company upto a limit of Rs. 300 crores. Since then, the Company had expanded its activities by putting up a plant at Dahej, District Bharuch, which has been successfully commissioned and started production. The business of the Company is expanding and has further future growth and diversification opportunities. This has resulted in and is to result in further increased funds requirement. Hence, Company needs funds for meeting these requirements and for running its business smoothly. Hence, the sanction of the shareholders is sought to permit the Board of Directors to borrow moneys upto Rs. 700 crores in terms of the provisions of Section 293(1)(d) of the Companies Act, 1956. Your Board thinks it necessary to authorise the Directors to borrow upto enhanced sum of sum of Rs. 700 crores (Rupees seven hundred crores only) with or without security, as the Board of Directors may in its discretion thinks fit. The Board commends the resolution for the approval of the members.

None of the Directors of the Company is in any way concerned or interested in the resolution.

BRIEF RESUME, EXPERIENCE AND OTHER DIRECTORSHIPS

Information on Directors retiring by rotation seeking reappointment at this Annual General Meeting are given hereunder:

Prof. J.Ramachandran

Prof. J. Ramachandran is BOC Chair Professor of Business Policy at the Indian Institute of Management Bangalore. His major research interest is in the area of internationalisation of firms from emerging economies. He also pursues research in the area of cultural and creative Industries. Recent recognition for his work include the IIMB-Tata Steel Award for the Best Case Study in Corporate Social Responsibility, Best Case Awards from the Association of Indian Management Schools and the Central and East European Management Development Association, Best Proposal Runner up award from the Strategic Management Society at the India Special Conference and the Academy of Management Best Paper Proceedings. India’s leading business publications “Business World” and “Business Today” have cited him as a “Star Teacher”.

A qualified Chartered and Cost Accountant and a Fellow of the Indian Institute of Management Ahmedabad, Professor Ramachandran has been the Harry Reynolds Visiting International Professor at the Wharton School of the University of Pennsylvania; and a Visiting Professor at INSEAD, Fontainebleau, France and the Carlson School of Management, University of Minnesota, U.S.A.

A former Member of the Board of Governors of the Indian Institute of Management, Bangalore, Professor Ramachandran serves on the Board of Directors of select companies including Reliance Communications Infrastructure Limited, Reliance Communications Limited, Redington India Limited, Sasken Communication Technologies Limited, Infotech Enterprises Limited, Tejas Networks Limited, Bhoruka Power Corporation Limited, Integrated Brand Communication Pvt. Limited, etc. and is Non Executive Independent Director on the Board of Indofil Organic Industries Limited where he is also the Chairman of its Remuneration Committee.

Mr. S.K. Verma

Mr. S.K. Verma, I.A.S., is the Nominee Director of U.P. State Industrial Development Corporation Ltd., Kanpur (UPSIDC). He is a Senior Officer in the Government of Uttar Pradesh and at present he is holding the position of Managing Director of UPSIDC and held various senior positions in the Government of Uttar Pradesh.

Industry Representation

Managing Director – U.P. State Industrial Development Corporation Ltd.

Director – Modipon LimitedDirector – Modipon Estate Pvt. Ltd.Chairman – UPSIDC Power Company Ltd.Director – PICUP

Mr. Sanjay Buch

Mr. Sanjay Buch, a Practising Advocate and Solicitor is a partner of M/s. Crawford Bayley & Co, an old and renowned Firm of Advocates and Solicitors, Mumbai and is registered practitioner with Bar Council of Maharashtra & Goa and The Bombay Incorporated Law Society.

As a practising professional since last 20 years, he is involved in wide spectrum of legal work ranging from Corporate and Business Laws which include Company Law ( Companies Act, 1956), Exchange Control Regulations (Foreign Exchange Management Act, 1999), Anti Trust Regulations, ( Competition Act, 2000), Securities Laws issued by SEBI and is advising several companies including

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large domestic and international corporations having their establishments in India on inter-alia following subjects:

Mergers and Acquisitions: successfully completed mergers and acquisition of several domestic corporations and multinational corporations in India. Handled a large number of renowned acquisitions and mergers;

Joint Ventures and Foreign Collaboration: Successfully advised several Multinationals and other large Indian Companies for their joint ventures and collaborations in India;

Advising, Drafting and preparation of Commercial Agreements and documents including Joint Ventures, Foreign Collaboration, Franchise, Distribution, Dealerships, Acquisition of shares/share purchase, business/assets transfer agreements, License

Agreements, property agreements and miscellaneous documentation in the field of Transfer of Property, Intellectual Property, Information Technology and the like;

He is the Director of Emhart Teknologies (India) Pvt. Ltd. and DIL Limited. Mr. Sanjay Buch is the Non-Executive Independent Director and also a Member of the Audit Committee of the Board of Directors of the Company.

By Order of the Board,For Indofil Organic Industries Limited

I.K. GUPTA Chief Executive Corporate and

Company SecretaryPlace : MumbaiDated : May 26, 2010



notes

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Regd. Folio No. DP ID/Client ID No.of shares

I/We

of in the District of

being a Member / Members of Indofil Organic Industries Limited, hereby appoint

Mr./Ms of in the

District of or failing him Mr./Ms of

in the District of as my / our proxy to

attend and vote for me / us and on my / our behalf at the SEVENTEENTH ANNUAL GENERAL MEETING of the Company to

be held on Tuesday, the July 20, 2010 at 11.30 A.M. and at any adjournment thereof.

Signed this day of June/ July, 2010.

Signature

Note: This form in order to be effective should be duly stamped, completed and signed and must be deposited at the Registered Office of the Company, not later than 48 hours before the meeting.

Regd. Folio No. DP ID/Client ID

I certify that I am a registered shareholder / proxy for the registered shareholder of the Company. I hereby record my presence at the ANNUAL GENERAL MEETING of the Company at Mumbai - 400 069 on Tuesday, the July 20, 2010 at 11.30 A.M.

Members/ Proxy’s name in BLOCK letters

Members’/Proxy Signature

Note: Please fill in this attendance slip and hand it over at the ENTRANCE OF THE HALL.

Indofil Organic Industries LimitedRegistered Office: Nirlon House, Dr.Annie Besant Road, Worli, Mumbai - 400030

PROXY FORM

Indofil Organic Industries LimitedRegistered Office: Nirlon House, Dr.Annie Besant Road, Worli, Mumbai-400030

ATTENDANCE SLIP17TH Annual General Meeting, 20th July, 2010

Affix Revenue

Stamp

INDOFIL ORGANIC INDUSTRIES LTD.

Registered Office:Nirlon HouseDr.Annie Besant Road, P.O.Box No.9112,Worli, Mumbai-400 030, India.Tel.: +91(22) 666 7373 / 2496 000 Fax: +91 (22) 2493 5667E-mail: [email protected] Website: www.indofilcc.com

Corporate Office: Kalpataru Square, Kondivita Road, Off Andheri Kurla Road, Andheri (East), Mumbai - 400059. India. Tel: +91 (22) 6663 7373 Fax: +91 (22) 2832 2272

Email: [email protected]: www.indofilcc.com

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