DIRECTORS' REPORT

To,

The Members,

Navin Fluorine International Limited

1) Your Directors are pleased to present the Eighteenth 31st March 2016.

2. DIVIDEND

The Company paid an interim dividend of Rs. 10/- per share on 97,79,497 equity shares of nominal value of Rs. 10/- each, aggregating to Rs. 977.95 lacs in the month of October 2015. The Board of Directors is pleased to recommend a final dividend for the year of Rs. 11/- per share on 97,87,297 equity shares of nominal value of Rs. 10/- each, aggregating to Rs. 1,076.60 lacs.

3. YEAR IN RETROSPECT

The Company has registered a Revenue of Rs. 63,624 lacs during the year vs. Rs. 54,612 lacs achieved during F.Y 2014­15 i.e. a growth of 17% year on year. The growth in Top Line is principally driven by Refrigerant Gases, Specialty Chemicals & Contract Research & Manufacturing Services (CRAMS) Businesses.

Exports Turnover delivered a significant growth of 47% year on year, from Rs. 19,549 lacs in F.Y 2014-15 to Rs. 28,751 lacs during the current year, predominantly fuelled by Specialty Chemicals and CRAMS Businesses. Domestic Sales remained more or less flat during the year.

Refrigerant Gases business grew from Rs. 19,487 lacs in F.Y 2014-15 to Rs. 21,696 lacs during the year, a growth of 11% year on year. It contributed around 33% of overall Turnover of which, Exports contribute roughly 38%. Despite the seasonal nature of the product, Refrigerant Gases Business fared well on the domestic front on account of milder winters during the October-December quarter. However, this was marred by some headwinds in exports side of the business on account of quota renewal challenges in the Middle East as well as Foreign Exchange constraints for imports imposed in a few countries.

Specialty Chemicals business grew from Rs. 21,512 lacs in F.Y 2014-15 to Rs. 23,875 lacs during the current year, growth of 11% year on year. It contributed around 38% of overall Turnover, of which, Exports contribute roughly 46%. This Business witnessed slower off take from global agrochemical majors as well as domestic pharma companies. However, ongoing efforts on creating a diversified portfolio of products, customers and markets enabled to offset such impact to a significant extent. Here, the focus continues to be on investing in research & development towards building a strong product portfolio with niche fluorochemicals, along with widening the reach to new customers and new markets.

CRAMS business grew almost threefold, albeit on a small base, to Rs. 8,654 lacs during the year from Rs. 3,099 lacs in F.Y. 2014-15. It contributed roughly 14% of overall Turnover for the year vis-a-vis 6% contribution in last year. The new cGMP manufacturing plant at Dewas has gone on stream as per plan. Numerous Customer Audits have been successfully completed during the year, enhancing confidence in the Business's capability to build and operate a world class cGMP facility.

Inorganic fluorides contributed Rs. 9,399 lacs i.e. 15% of overall sales. Growing acceptance of the products in overseas markets is offsetting the weak domestic demand. Exports contributed 11% of the sales of this Business..

EBIDTA for the year is Rs. 14,084 lacs, up from Rs. 8,996 lacs in F.Y. 2014-15, a growth of 57% year on year. EBIDTA Margin for the year is 21%, up from 16% in F.Y. 2014-15, i.e. an expansion of 500 basis points.

Profit before Tax (PBT) grew by 71% year on year, to Rs. 11,672 lacs in the current year, from Rs. 6,808 lacs in F.Y 2014-15. PBT Margin recorded a growth of 50%, i.e. from 12% in F.Y. 2014-15 to 18% in the current year.

Profit after Tax (PAT) for the year stands at Rs. 8,647 lacs , up from Rs. 4,938 lacs in F.Y 2014-15 i.e. a growth of 75% year on year. PAT margin for the current year is 13% vs. 9% in F.Y. 2014-15 i.e. a growth of 44% year on year.

Cost of key Raw Materials have exhibited a downward trend during the year with Sulphur, Fluorspar, Chloroform & Boric Acid prices softening in the range of 5%-15% year on year. Chloroform prices continue to be subject to volatility due to supply fluctuations. Price of Bromine has, however, shown a marginal uptrend during the year. There has been a devaluation of Indian Rupee vs. US Dollar of around 7% year on year. The Company continues to import Fluorspar from diverse regions as part of supply chain security to de-risk dependence on a single source / geography.

On the energy cost front, cost of power has gone up by around 5% year on year. Non-availability of exchange traded power from other States to Southern Gujarat, continues to be a challenge. Prices of natural gas has however shown a downturn of around 18% year on year, on account of weak global cues.

Indian Rupee has devalued during the year, by around 7% vs. US Dollar. The GB Pound exchange rate remained flat year on year, whereas the Euro exchange rate has shown some appreciation by around 6% year on year. However, the Company being a net exporter, with exports predominantly executed in US Dollars; the weakening Indian Rupee has helped in higher export realisation during the year. The Exchange Loss of Rs. 114 lacs shown under Other Expenses, is on account of timing difference of foreign exchange transactions and their realisation & /or restatement.

There is an increase in the net working capital of the Company by around Rs. 816 lacs year on year, predominantly on account of Receivables due to higher sales towards the end of the year. Inventories have been maintained more or less at the same level of last year through effective planning & control. Net working capital management continues to be a key focus for the Company and the level of net working capital is in line with the scope & scale of operations of the Company and is well within acceptable industry benchmark.

The Company has reinforced focus on improving tree cash flow efficiency of the enterprise on a sustainable basis and has a commendable Treasury Income. The Company has been successful to secure an upgrade in it's Basel II Credit Rating from "CARE AA-" in F.Y. 2014-15 to "CARE AA" during the year , signifying high degree of safety regarding timely servicing of financial obligations and very low credit risk, for borrowings with a tenure of more than one year and fund based facilities. The rating for short term facilities with a tenure of less than a year is maintained at "CARE

A1+", indicating very strong degree of safety regarding timely servicing of financial obligations and lowest credit risk. During the year, the Company has obtained "CARE A1+" rating for issuance of Standalone Commercial Papers, to the extent of Rs. 3,000 lacs.

The Company acquired the balance 49 % equity in subsidiary in the U.K., Manchester Organics Limited (M.O.L.) at an aggregate price of GBP 6.30 million, through its 100% step down subsidiary, NFIL (UK) Limited, funded by GBP 2.58 m of own funds and GBP 3.2 M of Loan from HDFC Bank, Bahrain supported by SBLC from HDFC Bank, India. Such acquisition is in line with the Company's strategy of further leveraging the combined scope & scale and complementing strengths of both the entities in the CRAMS space, especially in the areas of Business Development, Process Management and Delivery framework optimisation; with key focus in Europe and the U.S.

During the year, the Company entered into an agreement with Honeywell for a small scale manufacturing project for the new generation refrigerant gas HFO 1234 yf. HFO-1234yf is a next-generation hydrofluoro-olefin (HFO) refrigerant with GWP less than 1 and is a near drop-in replacement for R-134a, a hydrofluorocarbon (HFC) , for use in vehicle air conditioning systems globally. This agreement depicts Honeywell's confidence in the Company's capabilities in developing new generation Fluoro intermediates.

The Company continues to pursue an aggressive plan to improve operating efficiencies across its manufacturing and supply chain applications, which helped the Company improve its margins and secure deeper penetration in the market. During the year these initiatives were further consolidated. The top-line growth helped a better absorption of overheads contributing to the improvements in the operating margins and set-off increase in input costs.

Research & Development and Technology functions strived persistently through the year for improvement in productivity, quality and costs of various products to enable Businesses with a competitive offering on one hand and flexibility of sourcing to the supply chain function on the other.

The Company is fully committed to its responsibilities in health, safety and environmental (HSE) management and has continued to make sizable investments in HSE during the year. The Company is amongst very few Corporates in the country who has 'Responsible Care' accreditation from the Indian Chemical Council. 'Responsible Care' is the chemical industry's unique global initiative that drives continuous improvement in health, safety & environment performance together with open and transparent communications with stakeholders. The logo is awarded in recognition of a Company's commitment to sustainability. The Surat plant of the Company has been awarded with the "Silver Trophy" and a certificate by National Safety Council of India for commendable Occupational Safety & Health performance. It is the only manufacturing unit in this category in Gujarat to get this award during F.Y. 2015-16, which exemplifies the Company's commitment towards safety. The Company continues to invest in HSE programmes across all its locations.

4. SUBSIDIARIES AND JOINT VENTURES

The Company has four subsidiaries and two Joint Ventures:

(i) Sulakshana Securities Limited (SSL), created to settle dues of the term lenders of Mafatlal Industries Limited (MIL), continued to remain a wholly-owned subsidiary of the Company. After settling all the third-party dues, SSL now is left with 1,455 Sq. Mtrs. of commercial floor space in Mafatlal Centre, Nariman Point, Mumbai and a significant portion of this property has been leased out on contemporary terms. SSL is utilizing its current cash flows to repay its debt to the Company. During the year Rs. 260.07 lacs has been repaid by SSL and its current outstanding to the Company is Rs. 2,010 lacs.

(ii) The Company held 51% of the ordinary voting shares of Manchester Organics Limited (MOL), a specialized chemicals research Company in Runcorn, U.K. In October, 2015, the Company acquired balance 49% in MOL through NFIL (UK) Ltd., a 100% step-down subsidiary created for the purpose. During the year MOL reported a turnover of Rs. 4,485 lacs and a profit before tax of Rs. 246 lacs.

(iii) Some of the key raw materials for our specialty and CRAMS business are procured from China. The quality and the cost of these material make a significant impact on various value added products being made by the Company and therefore It was thought fit to have a strategic presence closer to the source. In view of the foregoing, it was thought prudent to have a permanent representation in China. Accordingly, a trading outfit by the name of Navin Fluorine (Shanghai) Co. Ltd. (which is a wholly owned foreign enterprise under Chinese Laws) has been incorporated. The total capital investment over a period of 20 years is proposed to be RMB 12.50 Million (Approx Rs. 1,283 lacs).

(iv) During the year a 100% step-down subsidiary by the name of NFIL (UK) Ltd was formed to acquire the balance shareholding of 49% from the shareholders of Manchester Organics Ltd. The transaction for acquisition was completed in the month of October, 2015 at an aggregate price of GBP 6.30 million.

(v) The Company has subscribed to 25% of the initial equity share capital of Swarnim Gujarat Fluorspar Private Limited. It is a Joint Venture (JV) with Gujarat Mineral Development Corporation Limited (GMDC) and Gujarat Fluorochemicals Limited (GFL) formed for the purpose of beneficiation of fluorspar ores to be supplied by GMDC from its mines. The entire quantity of the finished product viz. acid grade fluorspar will be bought out by the Company and GFL. This is a feedstock de-risking initiative for long term fluorspar supply assurance, the most critical raw material of the Company. The JV is yet to start its operations.

(vi) The Company has entered into a Joint Venture (JV) agreement with Piramal Enterprises Limited (PEL) and accordingly a Company by the name of Convergence Chemicals Private Limited (CCPL) has been formed to leverage the Company's rich legacy in fluorine chemistry and the deep outreach of the JV partner in the healthcare space. PEL holds 51% and the Company owns 49% of the equity share capital of CCPL. The Company is currently conducting trial run of the product and the final product is under approval with the customer. Post receipt of such approvals, full scale commercial production and sale is expected to commence during the year.

The Accounts of all the above subsidiaries and joint ventures have been considered in the consolidated financial results of the Company.

The financial position of each of the said six Companies is given in the Notes to Consolidated Financial Statements.

The Company does not have any material subsidiary. Policy on material subsidiary is available on weblink <http://www>. nfil.in/policy/index.html

The audited accounts of the subsidiary companies are placed on the Company's website and the same are open for inspection by any member at the Registered Office of the Company on any working day between 2.00 p.m. and 4.00 p.m. and the Company will make available a copy thereof to any member of the Company who may be interested in obtaining the same.

5. REPORTS ON MANAGEMENT DISCUSSION ANALYSIS AND CORPORATE GOVERNANCE

As required under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), Management Discussion and Analysis and Corporate Governance Report are annexed as Annexure 1 and Annexure 2 respectively to this Report.

6. CORPORATE SOCIAL RESPONSIBILITY (CSR)

At Navin Fluorine International Ltd. (a part of Arvind Mafatlal Group), fulfilling CSR is a way of life. Arvind Mafatlal Group has been implementing a range of CSR activities over the last fifty one years, in areas like poverty alleviation, healthcare, education, women's welfare etc. in rural India.

Pursuant to the provision of Section 135 of the Companies Act, 2013 ("the Act") read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a CSR Committee. Shri H.A. Mafatlal is the Chairman of the Committee and Shri S. G. Mankad, Shri H.H. Engineer and Shri V.P. Mafatlal are the other members of the Committee. The CSR Policy formulated by the Board based on the recommendations of the CSR Committee is available on weblink <http://www.nfil.in/policy/index.html>

The amount required to be spent on CSR activities during the year under report in accordance with the provisions of Section 135 of the Act is Rs. 141.84 lacs and the Company has spent Rs. 194.81 lacs during the current financial year (as against Rs. 131.73 lacs during the previous year). Thus, the Company has spent more amount on CSR activities than legally mandated. The requisite details on CSR activities pursuant to Section 135 of the Act and as per Annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014 are annexed as Annexure 3 to this Report.

7. INDUSTRIAL RELATIONS

The relationship with the workmen and staff remained cordial and harmonious during the year and the management received full cooperation from the employees.

During the year, extensive training and developmental activities were undertaken, both in-house and out-bound for the employees. Various efficiency and quality improvement initiatives, including some functional and behavioral training programs were undertaken. The total number of employees as on 31st March 2016 was 686.

8. INSURANCE

The properties and insurable assets and interests of the Company, like building, plant and machinery and stocks, among others, are adequately insured.

9. EMPLOYEE STOCK OPTION SCHEME 2007

During the year 30,023 Stock Options were granted to the employees out of the unallotted options under the employees Stock Option Scheme 2007. Pursuant to the provisions of Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme), Guidelines 1999, as amended, the details of stock options as on 31st March 2016 under the "Employee Stock Option Scheme 2007" are annexed as Annexure 4 to this Report.

10. DIRECTORATE

Pursuant to the provisions of the Companies Act, 2013, Shri V.P. Mafatlal retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

11. EXTRACT OF THE ANNUAL RETURN:

Extract of the Annual Return for the Financial Year ended on 31st March, 2016 as required by Section 92(3) of the Companies Act, 2013 and Rules 12(1) of the Companies (Management & Administration), Rules 2014 is Annexed as Annexure 5 to this Report.

12. NUMBER OF BOARD MEETINGS:

During the year the Board of Directors met seven times. The details of the Board Meetings held are provided in the Corporate Governance Report.

13. DIRECTORS RESPONSIBILITY STATEMENT:

As required under the provisions of Section 134 of the Companies Act, 2013, your Directors report that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period.

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) The Directors have prepared the annual accounts on a going concern basis.

(e) The Directors have laid down internal financial controls (as required by Explanation to Section 134(5)(e) of the Act) to be followed by the Company and such internal financial controls are adequate and are operating effectively.

(f) The Directors have devised proper systems to ensure compliance with the provisions of applicable laws and such systems are adequate and operating effectively.

14. DECLARATION BY INDEPENDENT DIRECTORS:

The following Directors are independent in terms of Section 149(6) of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

i) Shri T.M.M. Nambiar

ii) Shri P.N. Kapadia

iii) Shri S.S. Lalbhai

iv) Shri S.M. Kulkarni

v) Shri S.G. Mankad

vi) Shri H.H. Engineer

vii) Smt. R.V. Haribhakti

The Company has received requisite declarations/ confirmations from all the above Directors confirming their independence.

15. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The requisite details as required by Section 134(3)(e), Section 178(3) & (4) and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 are annexed as Annexure 6 to this Report.

16. AUDITORS REPORT:

There are no qualifications, reservations or adverse remarks or disclaimers made by the Auditors in their report on the Financial Statements of the Company for the Financial Year ended 31st March, 2016.

17. CHANGES IN KEY MANAGERIAL PERSONNEL:

The Board of Directors at its meeting held on 29th June, 2015 appointed Shri Sitendu Nagchaudhuri as Chief Financial Officer of the Company w.e.f. 8th July, 2015 in place of Shri Partha Roychowdhury. The Directors place on record their appreciation for the contribution made by Shri Roychoudhury during his tenure.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT:

Particulars of loans given and of the investments made by the Company as at 31st March, 2016 are given in the Notes forming part of the Financial Statements. During the Financial Year under review, the Company made the following investments:

(a) 25,84,000 equity shares of £ 1/- each of NFIL (UK) Ltd.

(b) 12,22,919 equity shares of RMB 1/- each of Navin Fluorine (Shanghai) Co. Ltd.

(c) 49,00,000 equity shares of Rs.10/- each in Convergence Chemicals Pvt. Ltd.

The Company also made investments in schemes of various mutual funds aggregating to Rs. 17,346.55 lacs and during this period realized Rs. 17,280.65 lacs on redemption of units of various mutual funds and debentures. During the year under review, no new loans were given by the Company.

19. SECRETARIAL AUDIT REPORT:

Pursuant to Section 204(1) of the Companies Act, 2013, the Secretarial Audit Report for the Financial Year ended 31st March, 2016 given by Shri Manuprasad Patel, Practicing Company Secretary is annexed as Annexure 7 to this Report.

20. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the year under report were on an arm's length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company during the year. Related Party Transactions Policy is available on weblink http//www.nfil.in/policy/index.html .

21. STATEMENT OF COMPANY'S AFFAIRS:

The state of the Company's affairs is given under the heading "Year in Retrospect" and various other headings in this Report and in Management Discussion and Analysis Report which is annexed to the Directors' Report.

22. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which the financial statements relate and the date of this Directors' Report.

23. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Additional information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required, to be disclosed in terms of Section 134 of the Act, read with The Companies (Accounts) Rules, 2014, is annexed as Annexure 8 to this Report.

24. RISK MANAGEMENT POLICY:

The Company has a structured risk management policy. The risk management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventorised and integrated with the management process such that they receive the necessary consideration during the decision making. It is dealt with in greater details in the Management Discussion and Analysis section.

25. ANNUAL PERFORMANCE EVALUATION:

In compliance with the provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation was carried out as under:

Board:

In accordance with the criteria suggested by The Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee, the Corporate Social Responsibility Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee processes, committee dynamics etc. The Board was of the unanimous view that all the Committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed thereunder and the Listing Agreement/ SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Individual Directors:

(a) Independent Directors: In accordance with the criteria suggested by The Nomination and Remuneration Committee, the performance of each independent director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters like preparedness, participation, value addition, focus on governance and communication. The Board was of the unanimous view that each independent director was a reputed professional and brought his / her rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all the independent directors in guiding the management in achieving higher growth and concluded that continuance of each independent director on the Board will be in the interest of the Company.

(b) Non-Independent Directors: The performance of each of the non-independent directors (including the Chairperson) was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included transparancy, business leadership, people leadership, focus on governance, communication, preparedness, participation and value addition. The Independent Directors and the Board were of the unanimous view that each of the non-independent directors was providing good business and people leadership

26. DEPOSITS:

The Company has not accepted or continued any public deposits as contemplated under Chapter V of the Act.

27. DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The requisite details relating to ratio of remuneration, percentage increase in remuneration etc. as stipulated under the above Rules are annexed as Annexure 9 to this Report.

28. DISCLOSURE UNDER RULE 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The requisite details relating to the remuneration of the specified employees covered under the above Rules are annexed as Annexure 10 to this Report.

29. ORDERS BY REGULATORS, COURTS OR TRIBUNALS:

No significant and/or material orders were passed by any regulator or court or tribunal impacting the going concern status and the Company's operations in future.

30. INTERNAL FINANCIAL CONTROLS:

The existing internal financial controls are commensurate with the nature, size, complexity of operations and the business processes followed by the Company. They have been reviewed and found satisfactory by the Management on the following key control matrices:

a. Entity level controls;

b. Financial controls; and

c. Operational controls

which included authority and organization matrix, standard operating procedures, risk management practices, compliance framework within the organization, ethics and fraud risk management, management information system, self-assessment of control point, business continuity and disaster recovery planning and budgeting systems etc.

31. AUDITORS:

At the 16th Annual General Meeting held on 25th June, 2014, the members approved appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants, Vadodara (Registration No.117364W) to hold office from the conclusion of the 16th Annual General Meeting until the conclusion of the 19th Annual General Meeting, (subject to ratification of the appointment by the Members, at every Annual General Meeting held after the 16th Annual General Meeting) on such remuneration as may be fixed by the Board, apart from reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit.

In accordance with Section 139 of the Act, Members are requested to ratify the appointment of the Auditors for the balance term to hold office from the conclusion of the 18th Annual General Meeting till the conclusion of the 19th Annual General Meeting. The specific notes forming part of the accounts referred to in the Auditors' Report are self-explanatory and give complete information.

32. COST AUDITORS:

As per the requirements of Section 148 of the Act, read with The Companies (Cost Records and Audit) Rules, 2014, the Audit of the Cost Accounts relating to Chemical products is being carried out every year. The Board of Directors have, based on the recommendation of the Audit Committee appointed Shri B. C. Desai, Cost Auditor, Ahmedabad (Membership No. M-1077) to audit the cost accounts of the Company for the year 2016-17 from 1st April 2016 to 31st March 2017 on a remuneration of Rs. 3,50,000. As required under the Act, necessary resolution seeking Member's ratification for the remuneration payable to Shri B.C. Desai is included as item No. 5 of the Notice convening the 18th Annual General Meeting. The Cost Audit Report in respect of Financial Year 2015-16 will be filled on or before the due date i.e. 27th September 2016.

33. APPRECIATION:

The Directors wish to place on record their appreciation of the devoted services of the employees, who have largely contributed to the efficient management of your Company. The Directors also place on record their appreciation for the continued support from the shareholders, the lenders and other associates.

For and on behalf of the Board,

H.A. Mafatlal

Chairman

Place: Mumbai

Dated: 30th April, 2016