Vishnu Chemicals LTD Annual Report 2018-19

VISHNU
CHEMICALS LTD
26th Annual Report 2018-19
Nurturing Inorganics
Corporate Information
Board of Directors Auditors Plant Locations
Mr. Ch. Krishna Murthy M/s. Jampani & Associates Kazipally Plant:
Chairman & Managing Director Chartered Accountants, Hyderabad Survey No.15, Gaddapotharam
Mrs. Ch. Manjula Medak District, Telangana - 502319
Non-Executive Director Cost Auditors
Mr. N.V.S. Kapardhi Vizag Plant:
Mr. Ch. Siddartha
Cost Accountants, Hyderabad Plot No.29, J.N.Pharma City,
Joint Managing Director
IOCL Road, Visakhapatnam (Dist.),
Mr. U. Dileep Kumar Secretarial Auditors Andhra Pradesh – 531019
Independent Director
M/s. L.D.Reddy & Co., Jeedimetla Plant:
Mr. T. S. Appa Rao Company Secretaries, Hyderabad
Independent Director Plot No.57, Phase III, IDA, Jeedimetla,
Mr. Pradip Saha Bankers Hyderabad, Telangana - 500055
Independent Director State Bank of India Bhilai Plant:
Mr. Santanu Mukherjee Andhra Bank Survey No.18-26, Nandini Road,
Additional Director (w.e.f. May 6, 2019) Union Bank of India Bhilai, Chattishgarh - 490026
Chief Financial Officer Indian Overseas Bank Vishnu Barium Plant:

Mr. P Anjaneyulu Survey No.27/1A, Uranduru-Village,
Registrar and Share Maddiledu (P.O.), Srikalahasti (Mandal),
Company Secretary Transfer Agents Chittoor (Dist), Andhra Pradesh - 517 640
Mr. Kishore Kathri Bigshare Services Pvt. Ltd
306, Right Wing, 3rd Floor, Amrutha Ville,
Registered Office Opp.Yashoda Hospital,
Plot No. C-23, Road No. 8, Film Nagar, Somajiguda, Rajbhavan Road,
Jubilee Hills, Hyderabad – 500 033 Hyderabad – 500082, India
Tel: 040-23396817, 23327723/ 29; Phone No: 040 401 44582
Fax: 040-23314158 Mail id: bsshyd1@bigshareonline.com
Web Site: www.vishnuchemicals.com; Web: www.bigshareonline.com
Email: vishnu@vishnuchemicals.com
CIN: L85200TG1993PLC046359
table of contents
Overview Governance Financial Statements Consolidated
Nurturing Inorganics 01 Notice13 Independent Auditor’s Report 90
Key Highlights 02 Board’s Report 24 Balance Sheet 94
Chairman’s Message 03 Report on Corporate Governance 47 Statement of Profit and Loss 95
About Us 04 Management Discussion & Analysis 59 Statement of Cash Flow 96
Our Products 06 Attendance Slip 117 Statement of Changes in Equity 97
Credentials08 Proxy Form 119 Significant Accounting Policies 98
Social & Environment Sustainability 09 Notes102
Financial Statements Standalone
Our Environment Responsibility 10
Independent Auditor’s Report 63
Corporate Social Responsibility 11
Balance Sheet 69
Statement of Profit and Loss 70
Statement of Cash Flow 71
Statement of Changes in Equity 72
Significant Accounting Policies 73
Notes76
NURTURING INORGANICS
Vishnu Chemicals Ltd commenced its journey 29 years
ago with a vision to change the world wide perception
on chromium chemicals, from hazardous to eco-
friendly, by adopting excellence in R&D, responsible
manufacturing and product stewardship. Today
Vishnu Chemicals is known for its environment and
economically sustainable business model. The Company
has markets in over 50 countries and maintains a
robust value chain which includes strong backward and
forward integration. At Vishnu excellence in chemistry
is and outcome of incessantly bettering
the best.
The Company nurture responsible inorganic

chemistry by way of robust analytical data and its
integrated R&D.
Annual Report 2018-19 1

KEY HIGHLIGHTS
STANDALONE (` In Lakhs)
Revenue Profit Before Tax
66753
Increased by 17 %
2531
Increased by 48 %
Profit After Tax EBIDTA
1219
Increased by 29 %
8434
Increased by 12 %
CONSOLIDATED (` In Lakhs)
Revenue Profit Before Tax
76939
Increased by 18 %
3749
Increased by 70 %
Profit After Tax EBIDTA
2436
Increased by 69 %
10224
Increased by 18 %
2 VISHNU CHEMICALS limited

CHAIRMAN’S MESSAGE
Dear Shareholders
On behalf of the Board of Directors and the Company, it is

my pleasure to extend a warm welcome to you all to the
26th Annual General Meeting of the Company.
During the year we progressed on our vision to be a world

leader in Chrome ChemicalManufacturing by BETTERING
THE BEST in technology, quality and through our unbending
commitment to customers and environment. During the
year, the Company improved its performance in domestic
and export segments. Our topline on consolidated basis
improved by 18 % year on year while our profit after tax
increased by 69%.
As a leading global player in the chrome chemical market,

the Company is concentrating more on export market in
order to utilize its full production capacities and accelerate
the margins. Apart from maintaining the current market
share of the products, the Company is able to expand
its product base with an additional capital inflow during
the year.
Vishnu Chemicals is committed to the conservation of

the environment, health and safety of its employees
and all stakeholders. The Company’s growth plans
are in line with environment, health and safety
policy. The Company continue consider its people
and communities around our facilities as key
stakeholders. During the year out outlay towards
social developments stands at
41.33 Lakhs towards old age homes,
promotion of education, plantations, sports,
safe drinking water and rural development
initiatives.
I take this opportunity to thank our

customers, investors, suppliers, policy
makers and financial institutions for
their continued support. Last but not
least I thank Vishnu Chemicals Team
for aligning their vision with our
corporate vision.
Ch. Krishna Murthy

Chairman & Managing Director

WORLDWIDE SOURCE FOR CHROME
CHEMICALS & BARIUM COMPOUNDS
Products Exported to over Overseas Offices Offices in India
50
Countries
4 6
Manufacturing Units Warehouses R&D Unit
4 4 1
Established in 1990, the Company is a market leader in
production, sales and customer support of chrome chemicals
and barium compounds across the world. A public listed
company in Bombay Stock Exchange (BSE), National Stock
Exchange of India Ltd. (NSE) the Company derives core
competence from its world class manufacturing facilities
backed by state of the art research capabilities.
Vishnu Chemicals Ltd is a worldwide source for Chrome
Chemicals & Barium Compounds and a leader in the
industry. We are recognised for our reliability, innovation and
industry-leading development of world class infrastructure
and strong backward and forward integration.

OUR PRODUCTS & APPLICATIONS
CHROMIC ACID
Chromic Acid is an intermediate in chromium
plating and is also used in ceramic glazes, and
colored glass. It can be used to clean laboratory
glass ware, particularly of otherwise insoluble
organic residues. Chromic Acid has also been
widely used in the band instrument repair
industry, due to its ability to “brighten” raw
brass. It is also used as a wood preservative and
as a strong oxidizing agent finding application
in organic synthesis and for preparation of other
chrome chemicals of analytical grades.
CHROME OXIDE GREEN

Chrome Oxide is used as an ingredient in the
refractories and brake linings and as a raw
material for the manufacture of chromium
metal. It is also used as a mixed metal oxides
in the ceramic industry as green pigment,
colouring building materials and plastics.
SODIUM DICHROMATE
Sodium Dichromate is a source in preparing
chromium based derivatives and has various
applications such as screen printing &
photographic engraving, electroplating,
pyrotechnics and explosives, pigment
preparation like chrome oxide green and lead
chromate, wood preservative for protection from
termites and fungi and metal treating and as a
corrosion inhibitor.

BASIC CHROMIUM SULPHATE
Chromium Sulphate is mainly used for tanning
and processing in leather industry and for
synthesis of other chromium based re-tanning
agents and production of chromic compound.
It is also used in dyeing of khaki cloth and in
manufacture of chrome-based dyestuffs.
POTASSIUM DICHROMATE
Potassium Dichromate is used for chromium
source in preparing chromium compounds,
leather tanning and screen printing,
electroplating, pyrotechnics and explosives,
pigment preparation, wood preservative, metal
treating and corrosion inhibitor, oil drilling
& silver testing, catalyst for the chromium
metal production, photographic engraving,
preparation of “chromic acid”, which can be
used for etching materials.
BARIUM CARBONATE
Barium Carbonate is used in manufacture
of electro-ceramic materials manufacture of
glazes, frits and enamels. It is widely used
as a welding electrode coating and in glass
manufacturing processes as purifying agent
for uniformity in glass melt, caustic lye brine
purification process, brick manufacturing
manufacture of other barium chemicals like
chloride, peroxide and nitrate and for special
glass manufacturing.

CREDENTIALS
• One of the leading manufacturer and Quality Standards
supplier of Chrome Chemicals in the World ISO 9001: 2008
• Trusted Supplier in over 50 countries ISO 14001:2008
• Research Driven Product Development in OHSAS 14001 – 18001
State of the Art R&D Lab REACH Quality Certifications
• Proven track record in custom synthesis,

contract research and contract
manufacturing
• Quality Assurance Systems

OUR APPROACH TO
SOCIAL & ENVIRONMENT
SUSTAINABILITY
Vishnu Chemicals is committed for conservation
of environment, wellbeing of people around its
facilities and health and safety of its employees
and all stakeholders.
We function in compliance to all Local, State

and Central Government Legislation and
Standards
FY19 CSR OUTLAY
` 41.33 Lakhs

OUR ENVIRONMENT
RESPONSIBILITY
Vishnu Chemicals is committed to the
conservation of the environment, health and
safety of its employees and all stakeholders.
The Company’s growth plans are in line with
environment, health and safety policy.
Awareness programs and training to all the

staff and workers on safety and environment is
a continuous activity. Continual improvement
is the key factor in achieving highest standards
sustainable growth.
In the year 2005 Vishnu Chemicals established

a world class plant in Visakhapatnam with
ultra modern equipment and environmentally
acceptable process for producing Sodium
Dichromate. The Vishnu Chemicals vision is to
change the perception of chromium chemicals
manufacturing, from hazardous manufacturing
to eco friendly manufacturing by continuously
improving and upgrading the technology
systems.
Environmental Management efforts are:
• Installation of air emission control equipment

for controlling particle and air quality
• Effluent wastewater treatment facility with

tertiary treatment including reverse osmosis
• Stabilisation of waste residue, using an

automated treatment plant and disposal
as per the Hazardous and Other Wastes
(Management & Transboundary Movement)
Rules, 2016
• Development of ‘‘Green Belt’’ on the

perimeter of the entire facility
• Conservation of natural resources: minerals,

water and energy

CORPORATE
SOCIAL RESPONSIBILITY
In alignment with our vision, as a socially
responsible corporate citizen, VCL will continue
to enhance value creation in the society and
community in which it operates. Through its
conduct, services, and CSR initiatives it will strive
to promote sustained growth in the surrounding
environs.
CSR Objectives
To operate its business in a sustainable manner
respecting the society & the environment, while
recognising the interests of all its stakeholders.
To also take up directly or indirectly programmes
that will benefit the communities in and around
its work place which will over a period of
time enhance the quality of life and economic
wellbeing of the local residents.
Through its regular services and additionally
through its CSR initiatives, VCL will generate
community goodwill and create a positive image
of VCL as a socially responsible corporate.
Key Areas of Our Social Intervention
Drinking Water Education
Swachh Bharat Environment
Rural Infrastructure Elders Care

VISHNU CHEMICALS LTD
CIN: L85200TG1993PLC046359
Regd. Off: Plot No. C-23, Road No. 8, Film Nagar, Jubilee Hills, Hyderabad – 500 033
Tel: 040-23396817, 23327723/ 29; Fax: 040-23314158
Web Site: www.vishnuchemicals.com; Email: vishnu@vishnuchemicals.com
NOTICE OF TWENTY SIXTH ANNUAL GENERAL MEETING

OF VISHNU CHEMICALS LIMITED
NOTICE is hereby given that the 26th Annual General Meeting of Qualification of Directors) Rules, 2014 (including any
Vishnu Chemicals Limited (CIN: L85200TG1993PLC046359) will be statutory modification(s) or re-enactment(s) thereof for the
held on Thursday, June 27, 2019 at 10.00 AM at Film Nagar Cultural time being in force) read with Schedule IV to the Act and
Centre, Dr. D. Ramanaidu Building, Road No. 6, Film Nagar, Jubilee Regulation 16(1)(b) of the SEBI (Listing Obligations and
Hills, Hyderabad, Telangana – 500096 to transact the following Disclosure Requirements) Regulations, 2015, Mr. Pradip Saha
businesses: (DIN: 07677683), Independent Director of the Company,
ORDINARY BUSINESS: who has submitted a declaration that he meets the criteria
of independence as provided in Section 149(6) of the Act and
To consider and if thought fit, to pass, with or without Regulation 16 of the SEBI (Listing Obligations and Disclosure
modification(s), the following resolutions, as Ordinary Resolutions: Requirements) Regulations, 2015, as amended from time to
1. To consider and adopt the Standalone Financial time and who is eligible for reappointment, be and is hereby
Statement of the Company for the financial year ended re-appointed as an Independent Director of the Company to
March 31, 2019: hold office for second term of two consecutive years with
effect from 10th November, 2019 till 9th November, 2021 and
“RESOLVED THAT the audited standalone financial statement whose office shall not be liable to retire by rotation.
of the Company for the financial year ended March 31, 2019
together with the reports of the Board and Auditors thereon RESOLVED FURTHER THAT the Board of Directors of the
be and are hereby considered and adopted.” Company be and are hereby authorised to do all acts, deeds
and things including filings and take steps as may be deemed
2. To consider and adopt the Consolidated Financial necessary, proper or expedient to give effect to this Resolution
Statement of the Company for the financial year ended and matters incidental thereto”.
March 31, 2019:
6. To appoint Mr. Santanu Mukherjee as a Director of the
“RESOLVED THAT the audited consolidated financial Company:
statement of the Company for the financial year ended March
To consider and, if thought fit, to pass with or without
31, 2019 together with the report of the Auditors thereon be
modification(s), the following Resolution as an Ordinary
and are hereby considered and adopted.”
Resolution:
3. Declaration of dividend on equity shares:
“RESOLVED THAT pursuant to the provisions of Sections
“RESOLVED THAT a dividend of ` 1.00 per equity share 149, 152, Schedule IV and other applicable provisions, if any,
of ` 10/- each (10%) for the financial year 2018-19, as of the Companies Act, 2013 (‘the Act’) and the Rules made
recommended by the Board, be and is hereby approved and there under and the SEBI (Listing Obligations and Disclosure
declared.” Requirements) Regulations, 2015, as amended from time
4. Re-appointment of Mrs. Ch. Manjula (DIN: 01546339), as to time, Mr. Santanu Mukherjee (DIN: 07716452), who
a Director liable to retire by rotation: was appointed by the Board of Directors, as an Additional
Director of the Company with effect from May 6, 2019 and
“RESOLVED THAT Mrs. Ch. Manjula (DIN: 01546339), who has submitted a declaration that he meets the criteria of
who retires by rotation and being eligible offers herself for independence as provided in Section 149(6) of the Act and
reappointment, be and is hereby reappointed as a Director of Regulation 16 of the SEBI (Listing Obligations and Disclosure
the Company liable to retire by rotation.” Requirements) Regulations, 2015, as amended from time to
SPECIAL BUSINESS: time and in respect of whom the Company has received a
notice in writing under Section 160 of the Act, from a member
5. To approve re-appointment of Mr. Pradip Saha as
proposing his candidature for the office of Director, be and is
Independent Director of the Company for second term:
hereby appointed as an Independent Director of the Company
To consider and, if thought fit, to pass with or without for a period of two consecutive years w.e.f. May 6, 2019 to
modification(s), the following Resolution as a Special May 5, 2021 and is not liable to retire by rotation.
Resolution:
RESOLVED FURTHER THAT the Board of Directors of the
“RESOLVED THAT pursuant to the provisions of Sections 149, Company be and are hereby severally authorised to do all
152 and any other applicable provisions of the Companies acts and take all such steps as may be necessary, proper or
Act, 2013 (“Act”) and the Companies (Appointment and expedient to give effect to this Resolution.”

7. To give advances, loans including any loan represented notwithstanding that the annual aggregate remuneration
by a book debt, or give any guarantee or provide any payable to Mr. Ch. Krishna Murthy (DIN: 00030274),
security in connection with any loan taken by entities in Managing Director and Ch. Siddartha (DIN: 01250728),
whom the director of the company is/ are interested: Joint Managing Director, exceeds 5% of the net profit of the
Company as calculated under section 198 of the Companies
To consider and, if thought fit, to pass, with or without Act, 2013 in any financial year during the remaining tenure of
modification(s), the following resolution as a Special their appointment.
Resolution:
RESOLVED FURTHER THAT all the existing terms and
“RESOLVED THAT pursuant to the provisions of Section 185 conditions of remuneration including salary, perquisites and
and other applicable provisions, if any, of the Companies Act, commission as per special resolution passed in 23rd Annual
2013 (“the Act”) read with the Companies (Meetings of Board General Meeting held on September 28, 2016 shall remain
and its Powers) Rules, 2014 and SEBI (Listing Obligations and unchanged.
Disclosure Requirements) Regulations, 2015, including any RESOLVED FURTHER THAT the approval of shareholders
statutory modification(s) or re-enactment(s) thereof, for the shall be valid only till the expiry of the current term of
time being in force, and the Articles of Association of the Mr. Ch. Krishna Murthy (DIN: 00030274), Managing Director
Company, consent of the Members be and is hereby accorded and Ch. Siddartha (DIN: 01250728), Joint Managing Director.
to the Board of Directors of the Company for advancing loans
RESOLVED FURTHER THAT the Board of Directors of the
including loan represented by a book debt, giving guarantee
Company be and is hereby authorized to do all acts, deeds,
and provide security to/ with respect to the loans taken by,
matters and things as may be necessary, proper or desirable
K.M.S. Infrastructure Limited and Vishnu Life Sciences Limited,
or expedient to give effect to the above resolution.”
where the Directors of the company i.e. Mr. Ch. Krishna
Murthy, Mr. Ch. Siddartha and Mrs. Ch. Manjula are interested, 9. To approve variation of terms of the existing 7,66,37,500
subject to the limit/ such extended limit as may be approved/ 7% Cumulative Redeemable Preference Shares (CRPS) of
allowed under the provisions of section 186 read with section the company:
180(1)(a) of the Companies Act, 2013 and further subject to To consider and, if thought fit, with or without modification(s),
the condition that the said loans/ facilities are utilised by the to pass the following resolution as a Special Resolution:
borrowing company for its principal business activities and “RESOLVED THAT supplement to the postal ballot resolution
shall not be utilised for any other purpose. passed by the members on 26th January, 2018 for further
RESOLVED FURTHER THAT for the purpose of giving effect issue of 7% Cumulative Redeemable Preference Shares (CRPS)
to this resolution, the Board be and is hereby authorised to and pursuant to Sections 48, 55 and all other applicable
finalise, settle, and execute such documents / deeds / writings provisions, if any, of the Companies Act, 2013, corresponding
/ papers / agreements as may be required and to do all such rules thereof and considering no objections received from
acts, deeds, matters and things, as it may in its absolute preference shareholders of the company vide their letter
discretion deem necessary, proper or desirable and to settle dated 14th February, 2019, approval of the members be
any question, difficulty or doubt that may arise in regard to and is hereby accorded for variation of terms of the existing
creating mortgages / charges as aforesaid.” 7,66,37,500 7% Cumulative Redeemable Preference Shares
(CRPS), which are unlisted, of the company with regard to
8. Approval for payment of remuneration to executive extension of tenure from 10 (Ten) years to 15 (Fifteen) years
directors in terms of Regulation 17(6)(e) of SEBI and thereby to extend due date for redemption of said shares
Amended Listing Regulations for the remaining tenure from 31.03.2028 to 31.03.2033 and all other terms and
of their appointment: conditions of the said CRPS shall remain the same.
To consider and, if thought fit, to pass, with or without RESOLVED FURTHER THAT the Board of Directors of the
modification(s), the following resolution as a Special Company be and is hereby authorized, empowered and directed
Resolution: to do all such acts, deeds, matters and things, as may be
considered requisite, desirable, appropriate or necessary to give
“RESOLVED THAT pursuant to regulation 17(6)(e) of the effect to the aforesaid resolution and to effectively implement
Securities and Exchange Board of India (Listing Obligations the aforesaid resolution and to accept such modifications,
and Disclosure Requirements) (Amendment) Regulations, amendments, limitations and/or conditions as may be required
2018 along with the provisions of Sections 196, 197, 198 for the purpose of resolving any doubts or difficulties that may
and other applicable provision of the Companies Act, 2013 arise in giving effect to the aforesaid resolution.”
and the rules made thereunder (including any statutory
10. Ratification of Remuneration to be paid to the Cost
modification(s) or re-enactment(s) thereof) read with Schedule
Auditors for the financial year 2019-20:
V of the Companies Act, 2013 consent of the members be and
is hereby given to the Board for payment of remuneration to To consider, and if thought fit, to pass, with or without
Mr. Ch. Krishna Murthy (DIN: 00030274), Managing Director modification(s), the following resolution as an Ordinary
and Ch. Siddartha (DIN: 01250728), Joint Managing Director Resolution:
at such terms and conditions as approved by Members at “RESOLVED THAT pursuant to the provisions of Section
23rd Annual General Meeting held on September 28, 2016, 148(3) and all other applicable provisions, if any, of the

Companies Act, 2013 and the Companies (Audit and Auditors) electronic or other mode as may be prescribed, the consent of
Rules, 2014 including any statutory modification(s) or the Members be and are hereby accorded to charge from the
re-enactment(s) thereof for the time being in force, consent of said Member(s), a fee in advance equivalent to the estimated
the members be and is hereby accorded for appointment and actual expenses of delivery of the documents pursuant to any
payment of remuneration not exceeding ` 60,000/- (Rupees request made by the Member for delivery of such document
Sixty Thousand only) to Mr. N.V.S.Kapardhi, Cost Accountant, to him/her through a particular mode of service mentioned
Hyderabad (Registration No. 100231) to conduct the audit of above provided such request along with the requisite fee
the cost records of the Company for the financial year 2019- has been duly received by the Company at least one week in
20, excluding taxes thereon and reimbursement of out of advance of the dispatch of the document by the Company.
pocket expenses thereon.”
RESOLVED FURTHER THAT any Director or the Company
11. Approval for fees to be charged for Service of documents Secretary of the Company be and are hereby authorised
under Section 20 of the Companies Act, 2013: severally to do all such acts, deeds, matters and things as
may be considered necessary or desirable to give effect to this
To consider, and if thought fit, to pass, with or without
Resolution and matters incidental thereto.”
modification(s), the following resolution as an Ordinary
Resolution:
By Order of the Board
“RESOLVED THAT pursuant to the provisions of Section Sd/-
20 of the Companies Act, 2013 read with applicable rules Hyderabad Kishore Kathri
made thereunder including any statutory modification(s) or May 6, 2019 Company Secretary
amendment(s) thereto or substitution(s) or re-enactment(s)
made thereof for the time being in force and subject to such
other laws, Rules, Regulations, etc., as may be applicable,
Pursuant to the Secretarial Standards notified by ICSI under
whereby a document may be served on any Member by the
Section 205 of the Companies Act, 2013 which is effective
Company by sending it to him/her by post or by registered post
from 1st July, 2015, shareholders may please note that no
or by speed post or by courier or by delivery at his/her office or
Gifts/ Compliments shall be distributed at the venue of the
address as recorded in the Register of Members maintained by
meeting.
the Company/Registrar and Share transfer agent or by such

Notes: 6. During the period beginning 24 hours before the time fixed
for the commencement of the AGM and until the conclusion
1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED
of the meeting, a member would be entitled to inspect the
TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF
proxies lodged during the business hours of the Company,
HIMSELF AND A PROXY NEED NOT BE A MEMBER.
provided that not less than three days of notice in writing is
Proxies, in order to be effective, should be duly stamped, given to the Company.
completed, signed and deposited at the Registered
7. In case of joint holders attending the Meeting, only such joint
Office of the Company not less than 48 hours before the
holder who is higher in the order of names will be entitled to
meeting.
vote.
A person can act as a proxy on behalf of members not
8. The Register of Directors and Key Managerial Personnel and
exceeding fifty and holding in the aggregate not more
their shareholding, maintained under Section 170 of the Act,
than ten percent of the total share capital of the Company
and the Register of Contracts or Arrangements in which the
carrying voting rights. A member holding more than ten
directors are interested, maintained under Section 189 of the
percent of the total share capital of the company carrying
Act, will be available for inspection by the members at the AGM.
voting rights may appoint a single person as proxy and
such person shall not act as a proxy for any other person 9. The Register of Members and Share Transfer Books
or shareholder. will remain closed from June 15, 2019 to June 27, 2019
(both days inclusive) for the purpose of payment of the
2. Corporate members intending to send their authorized
dividend for the financial year ended March 31, 2019.
representatives to attend the Meeting are requested to send
to the Company a certified true copy of the Board Resolution 10. Subject to the provisions of the Act, dividend as recommended
authorizing their representative to attend and vote on their by the Board, if declared at the meeting, will be paid within
behalf at the Meeting. a period of 30 days from the date of declaration, to those
members whose names appear on the Register of Members
3. The notice of AGM is being sent to those members / beneficial
as at the end of June 14, 2019.
owners whose name is appearing in the register of members /
list of beneficiaries received from the depositories as on May 11. Members whose shareholding is in electronic mode are
24, 2019 (“cut-off date”) requested to direct change of address notifications and
updates of bank account details to their respective depository
4. Members / proxies / authorized representatives should bring
participant(s). Member holding share in physical form are
the duly filled attendance slip enclosed herewith to attend the
requested to write to the Registrar and Share Transfer Agents,
meeting.
Bigshare Services Pvt. Ltd, 306, Right Wing, 3rd Floor, Amrutha
5. Shareholders are requested to tender their attendance slips at Ville, Opp. Yashoda Hospital, Somajiguda, Rajbhavan Road,
the registration counters at the venue of the AGM and seek Hyderabad – 500082, India, Phone No: 040 401 44582 or
registration before entering the meeting hall. The shareholder to the company at registered office for updation of address
needs to furnish the printed attendance slip along with a valid or bank account details or for all other correspondence
identity proof such as the PAN card, passport, Aadhaar card and queries. We urge the members to utilize the Electronic
or driving license to enter the AGM hall. Clearing System (ECS) for receiving dividends.
12. Members are requested to note that dividends that are not claimed within seven years from the date of transfer to the Company’s
Unpaid Dividend Account, will, as per Section 124 of the Act, be transferred to the Investor Education and Protection Fund (IEPF).
Further, shares on which the dividends remain unclaimed for seven consecutive years will also be transferred to the IEPF as per
Section 124 of the Act, and the applicable rules. Since, members who have not claimed/ encashed their dividend warrant for
respective financial years are requested to write to the Company/Registrar and Share Transfer Agent (RTA) at least a month before
the due dates, as under:
S.No. Details of the Unclaimed / Unpaid Dividend Accounts Date of declaration Due date to transfer to IEPF
1 Unpaid (interim) Dividend Account 2014-15 14.11.2014 25.12.2021
2 Unpaid Dividend Account 2014-15 29.06.2015 31.07.2022
3 Unpaid (interim) Dividend Account 2015-16 16.03.2016 18.04.2023
4 Unpaid Dividend Account 2017-18 24.09.2018 05.11.2025
13. Details of Unclaimed Shares:
The details of shares remaining unclaimed in the unclaimed suspense account are furnished in the Corporate Governance Report
forming part of this Annual Report.
14. We urge members to support our commitment to environmental protection by choosing to receive their shareholding communication
through email. You can do this by updating your email addresses with your depository participants and those who are holding shares
in physical mode by writing to RTA/ Company.

15. The Annual Report 2018-19 including the Notice of the 26th e-voting will be considered final and voting through physical
AGM and instructions for e-voting, along with the attendance ballot will not be considered. The members who have cast
slip and proxy form, are being sent by electronic mode to their vote by remote e-voting may also attend the Meeting.
members whose email addresses are registered with the
22. M/s L.D.Reddy, Company Secretaries, Hyderabad have been
Company / depository participant(s), unless a member has
appointed as the Scrutinizer(s) to scrutinize the e-voting
requested for a physical copy of the documents. For members
process in a fair and transparent manner and they have
who have not registered their email addresses, physical copies
communicated their willingness to be appointed and will be
are being sent by the permitted mode. Members may also
available for same purpose.
note that the Annual Report 2018-19 will be available on the
Company’s website, www.vishnuchemicals.com 23. The remote e-voting facility will be available during the
16. Members may note that the requirement to place the following period:
matter relating to appointment of Auditors for ratification by Commencement of remote e-voting: From 10:00 a.m. (IST) on
members at every Annual General Meeting is done away with Monday, June 24, 2019.
vide notification dated May 7, 2018 issued by the Ministry
of Corporate Affairs, New Delhi. Accordingly, no resolution End of remote e-voting: Upto 5:00 p.m. (IST) on Wednesday,
is proposed for ratification of appointment of Auditors, who June 26, 2019.
were appointed at the 23rd Annual General Meeting held on The remote e-voting will not be allowed beyond the aforesaid
September 28, 2016 and are eligible to hold their office until date and time and the e-voting module shall be disabled by
conclusion of 28th Annual General Meeting to be held in 2021. CDSL upon expiry of aforesaid period.
17. An Explanatory Statement pursuant to Section 102 of the 24. The voting rights of Members for e-voting and for
Companies Act, 2013, relating to the Special Business to be physical voting at the meeting shall be in proportion
transacted at the meeting is annexed hereto; and additional to the paid up value of their shares in the equity
information, as required under Regulation 36(3) of SEBI share capital of the Company as on cut-off date
(LODR) Regulations, 2015 and Secretarial Standard on General i.e. June 20, 2019.
Meetings (SS 2) issued by the Institute of Company Secretaries
of India i.e. brief information/resume, nature of their expertise 25. A person, whose name is recorded in the register of members
in specific functional areas, names of companies in which they or in the register of beneficial owners maintained by the
hold directorships and memberships / chairmanships of Board depositories as on the Cut-off date June 20, 2019 shall only
Committees, shareholding (in case of Non-executive Director) be entitled to avail the facility of remote e-voting / physical
are annexed. Mr. Ch. Krishna Murthy, Mrs. Ch. Manjula and voting.
Mr. Ch. Siddartha are relatives of each other as defined under
26. The instructions for shareholders voting electronically are as
Section 2(77) of the Companies Act, 2013.
under:
18. Members requiring any clarification/information on any
a. The voting period begins on Monday, June 24, 2019 at
report/statements are requested to send their queries to the
10.00 am IST and ends on Wednesday, June 26, 2019
Registered Office of the Company, at least 7 days before the
at 5.00 pm IST. During this period the shareholders of
date of the AGM, quoting their folio no. or DP ID and Client
the Company, holding shares either in physical form or
ID.
in dematerialized form, as on the cut-off date i.e. June
19. In compliance with the provisions of Section 108 of the 20, 2019, may cast their vote electronically. The e-voting
Companies Act, 2013 and rules made thereunder read with module shall be disabled by CDSL for voting thereafter.
Regulation 44 of SEBI (LODR) Regulations, 2015, Members
Company Name: Vishnu Chemicals Limited
have been provided with the facility to cast their vote
electronically, through the e-voting services from a place other EVSN: 190527003
than the venue of the Meeting (“remote e-voting”) provided
by Central Depository Services (India) Limited (“CDSL”), on all The shareholders should log on to the e-voting website
resolutions set forth in this Notice. www.evotingindia.com.
20. In terms of provisions of Section 107 of the Companies Act, b. Click on Shareholders.
2013, since the Company is providing the facility of remote c. Now Enter your User ID
e-voting to the shareholders, there shall be no voting by show
of hands at the AGM. The facility for ballot / polling paper i. For CDSL: 16 digits beneficiary ID
shall be made available at the Meeting and the members ii. For NSDL: 8 Character DP ID followed by 8 Digits
attending the Meeting who have not cast their vote by remote Client ID
e-voting shall be eligible to vote at the Meeting through ballot
/ polling paper. iii. Members holding shares in Physical Form should
enter Folio Number registered with the Company.
21. The shareholders can opt for only one mode of voting i.e.
remote e-voting or physical polling at the meeting. In case d. Next enter the Image Verification as displayed and Click
of voting by both the modes, vote casted through remote on Login.

e. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any
company, then your existing password is to be used.
f. If you are a first time user follow the steps given below:
For Members holding shares in Demat Form and Physical Form:

Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat
shareholders as well as physical shareholders)
- Members who have not updated their PAN with the Company/Depository Participant/RTA are requested
PAN to use the first two letters of their name and the 8 digits of the folio/client id number in the PAN field.
- In case the folio number is less than 8 digits enter the applicable number of 0’s before the number after
the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with folio
number 1 then enter RA00000001 in the PAN field.
Enter the Date of Birth as recorded in your demat account or in the company’s records for the said demat
DOB
account or folio in dd/mm/yyyy format.
Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said
Dividend Bank demat account or folio.
Details - Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the
depository or company please enter the number of shares in the Dividend Bank details field.
g. After entering these details appropriately, click on p. If Demat account holder has forgotten the same
“SUBMIT” tab. password then Enter the User ID and the image
h. Members holding shares in physical form will then verification code and click on Forgot Password & enter
directly reach the Company selection screen. However, the details as prompted by the system.
members holding shares in demat form will now reach q. Note for Non – Individual Shareholders and Custodians.
‘Password Creation’ menu wherein they are required
to mandatorily enter their login password in the new • Non-Individual shareholders (i.e. other than
password field. Kindly note that this password is to be Individuals, HUF, NRI etc.) and Custodian are
also used by the demat holders for voting for resolutions required to log on to www.evotingindia.com and
of any other company on which they are eligible to vote, register themselves as Corporates.
provided that company opts for e-voting through CDSL • A scanned copy of the Registration Form bearing
platform. the stamp and sign of the entity should be emailed
i. For Members holding shares in physical form, the to helpdesk.evoting@cdslindia.com.
details can be used only for e-voting on the resolutions
• After receiving the login details they have to
contained in this Notice.
create compliance user using the admin login and
j. Click on the EVSN for Vishnu Chemicals Limited on which password. The Compliance user would be able to
you choose to vote. link the account(s) for which they wish to vote on.
k. On the voting page, you will see “RESOLUTION • The list of accounts should be mailed to helpdesk.
DESCRIPTION” and against the same the option “YES/ evoting@cdslindia.com and on approval of the
NO” for voting. Select the option YES or NO as desired. accounts they would be able to cast their vote.
The option YES implies that you assent to the Resolution
and option NO implies that you dissent to the Resolution. • A scanned copy of the Board Resolution and Power
of Attorney (POA) which they have issued in favour
l. Click on the “RESOLUTIONS FILE LINK” if you wish to of the Custodian, if any, should be uploaded in PDF
view the entire Resolution details. format in the system for the scrutinizer to verify the
m. After selecting the resolution you have decided to same.
vote on, click on “SUBMIT”. A confirmation box will r. In case you have any queries or issues regarding e-voting,
be displayed. If you wish to confirm your vote, click on you may refer the Frequently Asked Questions (“FAQs”)
“OK”, else to change your vote, click on “CANCEL” and and e-voting manual available at www.evotingindia.
accordingly modify your vote. com under help section or write an email to helpdesk.
n. Once you “CONFIRM” your vote on the resolution, you evoting@cdslindia.com or you can contact to the
will not be allowed to modify your vote. compliance officer of the company.
o. You can also take out print of the voting done by you During the voting period, shareholders can login
by clicking on “Click here to print” option on the Voting any number of times till they have voted on the
page. resolution.

27. Corporate/Institutional shareholders (i.e. other than individuals, website www.vishnuchemicals.com at investors section. The
HUF, NRI, etc.) are required to send scanned copy (PDF/ JPG shareholders are therefore encouraged to verify their records
Format) of the relevant Board Resolution/Authorisation letter and claim their dividends of all the earlier years, if not claimed.
etc. together with attested specimen signature of the duly
2. Mandatory update of PAN and Bank details –
authorized signatory (ies) who are authorized to vote, to the
Scrutinizer through e-mail at cs@vishnuchemicals.net. Pursuant to SEBI Circular SEBI/HO/MIRSD/DOP1/
28. Once you have cast your vote on a resolution you will not be CIR/P/2018/73 dated 20th April, 2018, shareholders holding
allowed to modify it subsequently. shares in physical form whose folio do not have / have
incomplete details with respect to PAN and bank particulars
29. The Scrutinizer(s) after scrutinizing the votes cast at the are mandatorily required to furnish the PAN and bank account
meeting (physical voting) and through remote e-voting, will details to the Company / Registrar & Transfer Agent (RTA)
make a consolidated scrutinizer’s report of the votes cast for registration under their folio. Further, as per the said
in favour or against, if any, and submit the same to the circular all the unclaimed/ unpaid dividends also will be paid
Chairman of the meeting. The results shall be declared by the via electronic bank transfers only. Hence, the shareholders are
Chairman or any person who is authorized by the Chairman requested to update their PAN and bank details.
within forty eight hours from the conclusion of the Annual
General Meeting and same will be placed by the Company on 3. Compulsory Dematerialization of shares of listed
its website: www.vishnuchemicals.com and also informed to company:
the Stock Exchanges, where the shares of the Company are As per SEBI Notification No. SEBI/LAD-NRO/GN/2018/24
listed. dated June 8, 2018 and further amendment vide Notification
30. The resolutions proposed will be deemed to have been passed No. SEBI/LAD-NRO/GN/2018/49 dated November 30,
on the date of the AGM subject to receipt of the requisite 2018, w.e.f. April 1, 2019 the transfer of securities of listed
number of votes in favour of the resolutions. companies shall not be processed unless the securities are held
in the dematerialized form (Demat) with a depository. Hence,
31. Attendance slip, Proxy form and the route map of the venue the members of the company are requested to dematerialize
of the Meeting are annexed hereto. their shareholding to avail the benefits of dematerialization.
A note on procedure to be followed for dematerialization of
IMPORTANT COMMUNICATION physical shareholding and benefits out of it is uploaded on the
TO THE MEMBERS company’s website www.vishnuchemicals.com
1. Investor Education and Protection Fund (IEPF): 4. Green Initiative:
Pursuant to applicable provisions of the Companies Act, 2013 In an effort to make the Earth a better place to live, the
read with the Investor Education and Protection Fund Authority green movement has been sweeping all over the globe. Not
(Accounting, Audit, Transfer and Refund) Rules, 2016 (‘The only are individuals doing things to help the environment,
Rules’), all unpaid or unclaimed dividends are required to be companies and governments are as well. The Companies
transferred by the Company to the Investor Education and Act, 2013 & SEBI Regulations is a step forward in promoting
Protection Fund (IEPF) established by the Central Government, “Green Initiative” by providing for service of documents by
after completion of seven years. Further, according to the a Company to its Members through electronic mode. The
Rules, the shares in respect of which dividend have not been move of the regulators allows public at large to contribute
claimed by the shareholders for seven consecutive years or to the green movement. To support this green initiative of
more shall also be transferred to the IEPF. Accordingly, the the Government in full measure, in order to save the natural
Company shall transfer the unpaid or unclaimed dividends resources, Members who have not registered their e-mail
and further corresponding shares to IEPF as per the IEPF Rules addresses so far are requested to register their e-mail address
from time to time. Details of shares/ shareholders in respect for receiving all communication including Annual Report,
of which dividend has not been claimed, are provided on our Notices, Circulars, etc. from the Company electronically.

Explanatory Statement pursuant to Section 102 of with effect from 10th November, 2019 to 9th November, 2021,
the Companies Act, 2013 for the approval by the shareholders of the Company.
As required under Section 102 of the Companies Act, 2013 Except Mr. Pradip Saha, being an appointee and his relatives, none
(hereinafter referred to as “the Act”) the following Explanatory of the Directors and Key Managerial Personnel of the Company and
Statement set out all material facts relating to the business their relatives are concerned or interested, financially or otherwise,
mentioned under Item Nos. 5 - 11 of the accompanying Notice of in the resolution set out at Item No. 5 of the accompanying Notice
AGM. of the AGM. Mr. Pradip Saha is not related to any Director of the
Company.
Item No. 5: To approve re-appointment of Mr. Pradip Saha as
Independent Director of the company for second term: Item No. 6: To appoint Mr. Santanu Mukherjee as a Director
of the Company:
Mr. Pradip Saha was appointed as an Independent Director of
the Company by the members through postal ballot resolution Based on the recommendation of Nomination and Remuneration
dated 26th January, 2018 for a period of two consecutive years Committee Mr. Santanu Mukherjee (DIN: 07716452) was appointed
commencing from 10th November, 2017 till 9th November, 2019. as Additional Director (Independent Director) by the Board of
As per Section 149(10) of the Act, an Independent Director shall Directors with effect from 6th May, 2019, pursuant to section 161
hold office for a term of upto five consecutive years on the Board (1) of the Companies Act, 2013 and hold office upto the date of
of a Company, but shall be eligible for re-appointment on passing 26th Annual General Meeting.
a special resolution by the Company for another term of upto five
The Company has received a declaration from Mr. Santanu
consecutive years on the Board of a Company.
Mukherjee on his being eligible for appointment as Independent
Based on recommendation of Nomination and Remuneration Director. He has provided consent in writing to act as director in
Committee and in terms of the provisions of Sections 149, 152 Form DIR-2 pursuant to Rule 8 of the Companies (Appointment
read with Schedule IV and any other applicable provisions of the & Qualification of Directors) Rules, 2014, as amended from time
Act and Regulation 16 of SEBI (Listing Obligations and Disclosure to time. The Company has also received a declaration from Mr.
Requirements) Regulations, 2015, Mr. Pradip Saha, being eligible for Mukherjee that the criteria of Independence as prescribed under
re-appointment as an Independent Director and offering himself for Section 149(6) of the Companies Act, 2013 and under the
re-appointment, is proposed to be re-appointed as an Independent Regulation 16(b) of the Listing Regulations, as amended from time
Director for second term of two consecutive years from 10th to time. Mr. Santanu Mukherjee is not disqualified from being
November, 2019 till 9th November, 2021. appointed as Director in terms of Section 164 of the Companies
The Company has received declaration from him stating that he Act, 2013, as amended from time to time. In the opinion of the
meets the criteria of Independence as prescribed under sub-section Board, he fulfils the conditions specified in the Companies Act,
(6) of Section 149 of the Companies Act, 2013 and Regulation16(1) 2013 and is independent of the management and is not a relative
(b) of the SEBI (Listing Obligations and Disclosure Requirements) of any the Directors/ Key Managerial Personnel of the Company.
Regulations, 2015. He has also given his consent to continue to act In terms of Section 160 of the Companies Act, 2013, the Company
as Director of the Company, if so appointed by the members. In the has received notice in writing from member proposing the candidacy
opinion of the Board, Mr. Pradip Saha fulfils the conditions specified of Mr. Santanu Mukherjee to be appointed as an Independent
under Section 149 (6) of the Act, the Companies (Appointment Director of the Company as per the provisions of the Companies
and Qualification of Directors) Rules, 2014 and Regulation 16(1) Act, 2013 along with a deposit of ` 1,00,000 (Rupees one lakh)
(b) of the SEBI (Listing Obligations and Disclosure Requirements) each as required under the aforesaid section.
Regulations, 2015 for his reappointment as an Independent
Director of the Company and is independent of the management. The names of companies and the committees in which the director
Copy of the draft letter for appointment of Mr. Pradip Saha as is a director/member, the letter of appointment and terms and
an Independent Non-Executive Director setting out terms and conditions of the appointment are available for inspection at the
conditions would be available for inspection without any fee by the registered office of the company during normal business hours
members at the Registered Office of the Company during normal (9:30 am to 5:00 pm) on any working day, except Saturday, upto
business hours (9:30 am to 5:00 pm) on any working day, except and including the date of AGM of the Company.
Saturday, upto and including the date of AGM of the Company. Disclosure under Regulation 36(3) of the Listing Regulations
The Board considers that his continued association would be of and Secretarial Standard-2 issued by the Institute of Company
immense benefit to the Company and it is desirable to continue to Secretaries of India are set out in the Annexure to the Explanatory
avail services of Mr. Pradip Saha as an Independent Director. Statement.
Disclosure under Regulation 36(3) of the Listing Regulations Except Mr. Santanu Mukherjee, being and an appointee and his
and Secretarial Standard-2 issued by the Institute of Company relatives none of the Directors or Key Managerial Personnel (KMP)
Secretaries of India are set out in the Annexure to the Explanatory or relatives of directors and KMP is concerned or interested,
Statement. financially or otherwise, in the Resolution at Item Nos. 6 of the
accompanying Notice.
Accordingly, the Board recommends passing of the Special
Resolution in relation to re-appointment of Mr. Pradip Saha as an Your Directors recommend the resolution set out in item no. 6 for
Independent Director for another term of two consecutive years your approval.

Item No. 7: To give advances, loans including any loan Item No. 8: Approval for payment of remuneration to
represented by a book debt, or give any guarantee or provide executive directors in terms of Regulation 17(6)(e) of SEBI
any security in connection with any loan taken by entities in Amended Listing Regulations for the remaining tenure of
whom the director of the company is/ are interested: their appointment:
The members are informed that as per the amended provisions of In terms of Regulation 17 (6)(e) of Securities and Exchange
section 185 of the Companies Act, 2013 which have come in to Board of India (Listing Obligations and Disclosure Requirements)
force w.e.f. 7th May, 2018, the companies are allowed to advance (Amendment) Regulations, 2018 issued on May 9, 2018 (“Amended
loans including loan represented by a book debt, give guarantee Listing Regulations”) which is effective from 01.04.2019, the fees
and provide security to/ with respect to the loans taken by, any or compensation payable to executive directors who are promoters
private company and to anybody corporate in which the Director(s) or members of the promoter group, shall be subject to the approval
of the company is/are interested subject to the limits/ such extended of the shareholders by special resolution in general meeting, if:
limits as prescribed/ allowed under the provisions of section 186
i. the annual remuneration payable to such executive director
read with section 180(1)(a) of the Companies Act, 2013 and further
exceeds rupees 5 crore or 2.5 per cent of the net profits of the
subject to the conditions that the said loans/ guarantee and security
are given with the approval of the shareholders of the company by listed entity, whichever is higher; or
way of special resolution and the said facilities are utilized by the ii. where there is more than one such director, the aggregate
borrowing company for its principal business activities and shall not annual remuneration to such directors exceeds 5 per cent of
be utilized for any other purpose. the net profits of the listed entity:
In view of the aforesaid amended provisions and other and for the purposes of the above clauses, net profits shall be
applicable provisions, if any, of the Companies Act, 2013, the calculated as per section 198 of the Companies Act, 2013.)
Board of Directors of the company at their meeting held on
May 6, 2019 proposed an enabling resolution as put forth in In view of the above amended regulation, the approval of the
item no. 7 for advancing loans including loan represented by members is being sought by way of special resolution for payment of
a book debt, giving guarantee and provide security to/ with remuneration to Mr. Ch. Krishna Murthy (DIN: 00030274), Managing
respect to the loans taken by, K.M.S. Infrastructure Limited and Director and Ch. Siddartha (DIN: 01250728), Joint Managing
Vishnu Life Sciences Limited, where Mr. Ch. Krishna Murthy, Director at such terms and conditions as approved by members
Chairman & Managing Director, Mrs. Ch. Manjula, Director are at 23rd Annual General Meeting held on September 28, 2016,
Directors and shareholders of K.M.S. Infrastructure Limited and notwithstanding that the annual aggregate remuneration payable to
Mr. Ch. Siddartha, Joint Managing Director is Director and Mr. Ch. Krishna Murthy (DIN: 00030274), Managing Director and
shareholder of Vishnu Lifesciences Limited are interested, subject Ch. Siddartha (DIN: 01250728), Joint Managing Director, exceeds
to the limits/ such extended limits as may be approved/ allowed 5% of the net profit of the Company as calculated under section
under the provisions of section 186 read with section 180(1)(a) of 198 of the Companies Act, 2013 in any financial year during the
the Companies Act, 2013 and further subject to the condition that remaining tenure of their appointment and further it is to inform
the said loans/ facilities are utilised by the borrowing company for that all the existing terms and conditions of their appointment shall
its principal business activities and shall not be utilised for any remain the same.
other purpose. It is to further inform that the proposed resolution
will enable the Board members to act upon as and when needed Mr. Ch. Krishna Murthy, Chairman & Managing Director holding
in the interest of the company. Further an undertaking shall be 6219790 equity shares (52.07%) and Mr. Ch. Siddartha, Joint
obtained from the borrowing entity to the effect that the loan/ Managing Director holding 1125668 equity shares (9.42%) and
other facilities are utilized/ used for its principle business activities Mrs. Ch. Manjula, Director holding 1614048 equity shares (13.51%)
and are in compliance with other conditions and requirements of are concerned and interested in the said resolution. Apart from
all applicable provisions. them none of the other Directors / Key Managerial Personnel of the
Company / their relatives are, in any way, concerned or interested,
In view of the above, the approval of the shareholders is being financially or otherwise, in the said resolution.
sought by way of special resolution under the provisions section
185 and other applicable provisions, if any, of the Companies Act, The Board recommends the special resolution at Item No. 8 of the
2013 and SEBI (Listing Obligations and Disclosure Requirements) Notice for approval of the Members.
Regulations, 2015 as amended from time to time.
Item No. 9: To approve variation of terms of the existing
Except Mr. Ch. Krishna Murthy, Mrs. Ch. Manjula and 7,66,37,500 7% Cumulative Redeemable Preference Shares
Mr. Ch. Siddartha and their relatives, none of the other directors, (CRPS) of the company:
Key Managerial Personnel and their relatives are concerned or
interested, financially or otherwise, in the resolution set out at Item It is to inform that as per the member’s approval vide postal ballot
No. 7 of the accompanying Notice of the AGM. resolution dated 26th January, 2018 and Hon’ble National Company
Law Tribunal Order dated 13th April, 2018 the Company had issued
The Board recommends the Special Resolution set out at Item No. and allotted 7,66,37,500 (Seven Crore Sixty Six Lakh Thirty Seven
7 of the Notice for approval by the members. Thousand Five Hundred only) 7 % Cumulative Redeemable Preference

Shares of 10/- (Ten only) each (hereinafter referred as “CRPS”) for The Board recommends the special resolution at Item No. 9 of the
an aggregate amount of unredeemed existing preference paid- Notice for approval of the Members.
up share capital of ` 47,50,00,000/- (Rupees Forty Seven Crore
and Fifty lakh only) and outstanding accumulated dividend of Item No. 10. Ratification of Remuneration to be paid to the
` 29,13,75,000/- (Rupees Twenty Nine Crore Thirteen Lakh Cost Auditors for the financial year 2019-20:
Seventy Five Thousand only) as on 31st March, 2017, to the existing The Board of Directors at its Meeting held on May 6, 2019,
preference shareholders vide Board Resolution dated 29.03.2018 upon the recommendation of the Audit Committee, approved
under section 55 of the Companies Act, 2013 read with rules the appointment of Mr. N.V.S.Kapardhi, Cost Accountant,
made thereunder and as per the terms and conditions of the issue (Registration No. 100231), Hyderabad, to conduct the
the term of the said CRPS is 10 years and will be redeemed by audit of the cost records of the Company on a remuneration not
31.03.2028. exceeding ` 60,000/- (Rupees Sixty Thousand Only) (excluding all
It is to further inform that the company forecasted internal cash applicable taxes and reimbursement of out of pocket expenses) for
accruals and evaluated possible cash flows into the Company the financial year ending March 31, 2020.
in near future and has ascertained that the redemption of the
In terms of the provisions of Section 148 of the Companies Act,
said CRPS (including payment of accumulated dividend) by
2013 read with Rule 14 of the Companies (Audit and Auditors)
31.03.2028 may not be viable. Hence, the Board, in the interest
Rules, 2014, (as amended from time to time) the remuneration
of the company, upon receipt of written consents from the 100%
as mentioned above, payable to the Cost Auditor is required to
Preference Shareholders, approved at its meeting held on 14th
be ratified by the Members of the Company. Accordingly, the
February, 2019 variation of terms of the existing 7,66,37,500
Members are requested to ratify the remuneration payable to the
7% Cumulative Redeemable Preference Shares (CRPS) of the
Cost Auditors for the financial year ending March 31, 2020, as
company with regard to extension of tenure of CRPS from 10
set out in the Ordinary Resolution for the aforesaid services to be
(Ten) years to 15 (Fifteen) years and thereby to extend due date
rendered by them.
for redemption of said shares from 31.03.2028 to 31.03.2033
and all other terms and conditions of the said CRPS shall remain None of the Directors, Key Managerial Personnel of the Company or
the same. their relatives are concerned or interested, financially or otherwise
The members are further informed that as per the provisions of in the Resolution.
section 48 read with section 55 and all other applicable provisions,
The Board recommends the Ordinary Resolution set out at Item
if any, of the Companies Act, 2013 and rules made thereunder, the
No. 10 of the Notice for approval of the Members.
rights attached to the shares of any class may be varied with the
consent in writing of the holders of not less than three-fourths of Item No. 11: Approval for fees to be charged for service of
the issued shares of that class or by means of a special resolution documents under Section 20 of the Companies Act, 2013:
passed at a separate meeting of the holders of the issued shares of
that class; Provided also that if variation by one class of shareholders Pursuant to the provisions of Section 20 of the Companies
affects the rights of any other class of shareholders, the consent of Act, 2013, a document may be served by the Company on any
three-fourths of such other class of shareholders or by means of a member by sending it to him/her by post or by registered post or
special resolution passed at a separate meeting of such holders, by speed post or by courier or by delivering at his/her office or
shall also be obtained as per the provisions of section 48 of the at address as recorded in the Register of Members maintained by
Companies Act, 2013. the Company/RTA, or by such electronic or other mode as may
be prescribed. Further, a member may request for delivery of any
As per the provisions of section 48 read with 55 and all other document through a particular mode, for which he shall pay such
applicable provisions, if any, of the companies Act, 2013 and fees as may be determined by the company in its Annual General
rules made thereunder the company received no-objections vide Meeting.
letters dated 14th February, 2019, from preference shareholders
holding 100% paid-up preference share capital of the company and In view of the above provision and in order to enable the
accordingly now the approval of the equity shareholders is being Company to determine the fees for the delivery of the documents
sought by way of special resolution in terms of the provisions of through requested mode, approval of Members, by way of
the Act. Ordinary Resolution, is being sought for the amount of fees to
be charged for service of documents under Section 20 of the
Mr. Ch. Krishna Murthy, Chairman & Managing Director holding
Companies Act, 2013.
6219790 equity shares (52.07%) and Mr. Ch. Siddartha, Joint
Managing Director holding 1125668 equity shares (9.42%) and The Board recommends the Ordinary Resolution as set out at Item
Mrs. Ch. Manjula, Director holding 1614048 equity shares (13.51%) No. 11 of the accompanying Notice for approval of the members.
are concerned and interested in the said resolution. Apart from
them none of the other Directors / Key Managerial Personnel of the None of the Directors, Key Managerial Personnel of the Company or
Company / their relatives are, in any way, concerned or interested, their relatives are concerned or interested, financially or otherwise
financially or otherwise, in the said resolution. in the Resolution.

‘Annexure’
Annexure to the explanatory statement pursuant to Regulation 36 of the Listing Regulations and Secretarial Standard-2 issued by the Institute of Company
Secretaries of India, information about the Directors proposed to be appointed / re-appointed is furnished below:
Name of the Director Mr. Pradip Saha Mr. Santanu Mukherjee Mrs. Ch. Manjula
Annual Report 2018-19

Directors Identification 07677683 07716452 01546339
Number (DIN)
Nationality Indian Indian Indian
Date of birth 11.09.1956 29.12.1956 17.05.1966
Age 62 years 62 years 53 years
Qualification Fellow Member of the Institute of Chartered B.Sc., (Hon’s) degree from Presidency College under Kolkata Graduate
Accountants of India and The Institute of Company University and CAIIB from The Indian Institute of Bankers
Secretaries of India and have done Executive Finance
Management Course from Singapore University.
Experience (including He has more than 40 years of perceptible He joined State Bank of Hyderabad as a Probationary Officer and She has been Director of the
expertise in specific functional experience, in the field of accounts & finance, in served the Bank in various capacities and also held various important company for more than two
area)/ Brief Resume various reputed FMCG organizations including assignments (domestic as well as foreign) in the SBI group. Mr. decades and contributing for
Colgate Palmolive India Ltd; Hindustan Unilever; Santanu Mukherjee gained 38 years of rich experience in various the growth of the organization
Union Carbide India Ltd; and worked at Shaw facets of banking operations. Before his elevation, he was working as through her guidance and
Wallace & Co Ltd. He was also held the position Chief General Manager of SBBJ. He had also served as chief executive support.
of Director at Genelec Ltd, Henkel India Ltd and officer SBI in Paris during 2004 to 2008. Shri. Santanu Mukherjee
Calcutta Chemicals Co. Ltd, Detergents India Ltd, has been appointed as the Managing Director of State Bank of
Camelot Investment Company Ltd. Previously Hyderabad (SBH) and retired from this position in the month of
he held the position of Director (Commercial) at December, 2016. Since then he has been serving as a Board member
Colgate Palmolive India Ltd. of various listed and unlisted companies
Date of first Appointment on November 10, 2017 May 6, 2019 January 2, 2006
the Board of the Company
Shareholding in Nil Nil 1614048 equity shares of
the Company ` 10/- each (13.51%) 5271250 7%
Cumulative Redeemable Preference
Shares of ` 10/- each (6.88%)
List of Directorship held in NIL Currently he is a Director in following companies: Currently she is director in
other companies a. Suven Life Sciences Limited following companies:
b. Bandhan Bank Limited a. K.M.S. Infrastructure
c. Donear Industries Limited Limited
d. Bhanix Finance and Investment Limited b. Vishnu Barium Private
e. Muthoot Housing Finance Company Limited Limited
Membership / Chairmanship NIL Currently he is a Member of Audit Committee in following companies NIL
in Committees of other and he is not holding any chairmanships:
companies as on date* a. Suven Life Sciences Limited
b. Bandhan Bank Limited
c. Muthoot Housing Finance Company Limited
Relationships between There is no inter-se relationship among the director There is no inter-se relationship among the director Relative of Mr. Ch. Krishna
Directors inter-se Murthy, Chairman & Managing
Director and Mr. Ch. Siddartha,
Joint Managing Director of the
company.
23
* Only two Committees namely, Audit Committee and Stakeholders’ Relationship Committee have been considered.
# For other details such as number of meetings of the Board of Directors attended during the year and remuneration drawn, please refer to the corporate governance report which is a part of this annual report.
BOARD’S REPORT
Dear Members,
Your Directors are pleased to present the Twenty Sixth Annual Report and the Company’s Audited Financial Statements for the financial
year ended 31st March, 2019.
1. FINANCIAL RESULTS
Summary of your Company’s financial performance, both standalone and consolidated, for the financial year ended 31st March, 2019
is tabulated below:
(` In Lakhs)
Consolidated Standalone
Particulars
2018-19 2017-18 2018-19 2017-18
Revenue from operation 76938.64 65232.72 66752.99 56973.91
Other income 307.80 833.27 432.79 794.46
Total revenue 77246.44 66065.99 67185.78 57768.37
Profit before depreciation, finance cost and taxes (PBDIT) 10224.40 8685.09 8434.39 7522.85
Profit before exceptional items and tax 3748.77 2209.69 2530.99 1710.07
Exceptional items - - - -
Profit before taxation 3748.77 2209.69 2530.99 1710.07
Taxation:
Current tax 898.09 565.74 898.09 565.74
Deferred 414.24 201.57 414.24 201.57
Profit after taxation 2436.44 1442.37 1218.66 942.76
Other comprehensive income/ (expenses) (net of taxes) (89.79) (3.49) (70.66) (3.23)
Total comprehensive income 2346.65 1438.88 1148.00 939.53
EPS (of ` 10/- each)
Basic 20.40 12.07 10.20 7.89
Diluted 20.40 12.07 10.20 7.89
Note: Your Company is covered under phase II of the Indian Accounting Standards (Ind AS) implementation program notified by Ministry of
Corporate Affairs, Government of India. Accordingly, your Company has prepared financial statements from the FY 2017-18 as per Ind AS.
Consolidated Financial Statement

The consolidated financial statement is prepared in terms of provisions of Section 129 of the Companies Act, 2013 and Regulation 33
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) and in accordance with Indian
Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to
time, the same forms part of this Annual Report. The consolidated financial statement has been prepared on the basis of audited
financial statements of your Company, its subsidiaries as approved by the respective Board of Directors.
2. DIVIDEND
The Board at its meeting held on 6th May, 2019 has recommended a Dividend of ` 1.00 (i.e. 10%) per equity share (last year
` 1/- per equity share i.e. 10%) on the equity share of ` 10/- each for the financial year 2018-19, amounting to ` 119.46 Lakhs
(excluding dividend distribution tax). The dividend payout is subject to the approval of Shareholders at ensuing Annual General
Meeting. The dividend will be paid to the members whose names appear in register of members as on 14th June, 2019.
3. TRANSFER TO RESERVES
The Board decided not to transfer any amount out of the profit for the year to the general reserves.

4. THE STATE OF AFFAIRS/ COMPANY’S PERFORMANCE
Buoyed by the positive sentiments in all aspects of the business that the Company is operating in, your Company has improved its
performance by attaining considerable growth in turnover and profitability, during the year under review (As summarized below).
Geography-wise performance:
(` In Lakhs)
Particulars 2018-19 2017-18 % of increase YOY
Domestic 35225.48 53.43% 29955.27 53.24% 17.60%
Overseas 30704.93 46.57% 26305.16 46.76% 16.72%
Total 65930.41 100.00 56260.43 100.00 17.18%
During the year, the Company has performed well both in domestic and export segments by achieving turnover growth rate of
around 18% and 17% year on year basis respectively with improved margins. Further the Company is concentrating more on export
market in order to utilize its full production capacities and accelerate the margins.
Vishnu Barium Private Limited, the wholly owned subsidiary, has achieved total revenue of ` 10772.52 Lakhs (previous year
` 9480.16 Lakhs). The profit before tax was 1217.34 Lakhs (` 706.56 Lakhs) and total comprehensive income was ` 1198.21 Lakhs
(` 706.30 Lakhs).
5. SHARE CAPITAL
During the year under review there were no changes in authorized and paid-up share capital of the Company. The authorised share
capital of the Company is ` 95,00,00,000/- divided into 1,50,00,000 Equity Shares of ` 10/- each and 8,00,00,000 Preference
Shares of ` 10/- each; and the paid-up share capital of the Company as on financial year ended 31st March, 2019 is ` 88,58,35,200/-
divided into 1,19,46,020 Equity Shares of ` 10/- each and 7,66,37,500 7% Cumulative Redeemable Preference Shares of
` 10/- each.
The Board at its meeting dated 14th February, 2019 considered no-objections received from preference shareholders and approved
variation of terms of the existing 7,66,37,500 7% Cumulative Redeemable Preference Shares (CRPS), which are unlisted, of the
company with regard to extension of redemption term of CRPS from ten years to fifteen years and thereby to extend due date for
redemption of said shares from 31.03.2028 to 31.03.2033 and all other terms and conditions of the said issue of CRPS shall remain
the same. Further, the said variation requires the approval of the equity members as per section 48 of the Companies Act, 2013 and
a resolution is proposed at ensuing 26th Annual General Meeting.
6. PROMOTERS OF THE COMPANY
The promoters of the company continued to reinforce their confidence in the long term prospects of the Company. The following is
the promoter’s shareholding as on 31st March, 2019:
Equity shares Preference Share

S.No. Promoters
No. of shares % No. of shares %
1 Ch. Krishna Murthy 6219790 52.07 71121750 92.80
2 Ch. Manjula 1614048 13.51 5271250 6.88
3 Ch. Siddartha 1125668 9.42 244500 0.32
Total 8959506 75.00 76637500 100.00
7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no material subsidiary as defined under the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and neither it has any joint ventures/ associate companies. The Policy for determining material subsidiaries as approved may be
accessed on the Company’s website at the link: http://www.vishnuchemicals.com/downloads/Subsidiaries.pdf.
Further, during the year under review, the Board approved at its meeting held on May 30, 2018 closure of Vishnu Hong Kong Ltd due
to non-operations and accordingly an application for deregistration of Vishnu Hong Kong Ltd was filed and is pending for receipt of
notice of deregistration from the concerned authorities of Hong Kong and on receipt of the said notice, the company will be dissolved
on deregistration w.e.f. April 1, 2018 or such other date as may be mentioned in the said notice of deregistration.
During the year, the Board of Directors reviewed the affairs of the subsidiaries and accordingly consolidated financial statement has
been prepared in accordance with Section 129(3) of the Companies Act, 2013 which form part of the Annual Report. Moreover, for
the purpose of preparation of consolidated financial statements, financials of Vishnu Hong Kong Ltd was not considered as the same
is under deregistration and hence was not required to prepare financial statement as per the laws of Hong Kong.
Further in accordance with section 136 of the Companies Act, 2013, The Audited Financial Statement including Consolidated
Financial Statement and related information of the Company and audited accounts of the each of its subsidiaries are available on

our website www.vishnuchemicals.com. These documents are Pursuant to the provisions of regulation 36 of the SEBI (Listing
also available for inspection till the date of Annual General Obligations and Disclosure Requirements) Regulations, 2015
Meeting (AGM) during working hours at our Registered Office and Secretarial Standard 2 on General Meetings issued
and a copy of separate audited accounts of its Subsidiaries by ICSI, brief particulars of the directors proposed to be
will be provided to the members at their request. A statement appointed/ re-appointed are provided as an annexure to the
containing salient features of the financial statements of notice convening the AGM.
subsidiaries are disclosed in Form-AOC 1 as ’Annexure A’ to All the Independent Directors of the Company have given
the Board’s Report. declarations that they meet the criteria of independence as laid
8. PUBLIC DEPOSITS down under Section 149(6) of the Act and Regulation 16(1)
The Company has not accepted any deposits within the (b) of the Listing Regulations. In the opinion of the Board, the
meaning of section 73 of the Companies Act, 2013 during Independent Directors, fulfil the conditions of independence
the year and as such no amount of principle or interest was specified in Section 149(6) of the Act and Regulation 16(1)
outstanding as on Balance Sheet date. (b) of the Listing Regulations. The Independent Directors have
also confirmed that they have complied with the Company’s
9. PARTICULARS OF LOANS, GUARANTEES OR
Code of Business Conduct & Ethics.
INVESTMENTS
Number of Board Meetings
Particulars of loans, guarantees, security and investments
covered under section 186 of the Companies Act, 2013 forms During the year under review, four Board Meetings were
part of the notes to the financial statements (pls refer Note convened and held. For further details, please refer Report on
No. 2, 3 & 10). Corporate Governance which is enclosed as Annexure to this
report.
10. DIRECTORS AND KMPs
Committees of the Board
During the year under review, there were no changes in
composition of Board of Directors of the Company. The Board of Directors have the following Committees:
In accordance with the provisions of Section 152 of the 1. Audit Committee
Companies Act, 2013 and the Company’s Articles of 2. Nomination and Remuneration Committee
Association, Mrs. Ch. Manjula, Director retires by rotation at 3. Stakeholders’ Relationship Committee
the forthcoming Annual General Meeting and, being eligible
4. Management Committee of Directors
offers herself for re-appointment. The Board recommends her
re-appointment for the consideration of the Members of the 5. Corporate Social Responsibility Committee.
Company at the forthcoming Annual General Meeting. 6. Risk Management Committee
Based on recommendations of the Nomination and The details of the Committees along with their composition,
Remuneration Committee and performance evaluation report number of meetings and attendance at the meetings are
the Board at its meeting held on 6th May, 2019, considered provided in the Corporate Governance Report.
reappointment of Mr. Pradip Saha as an Independent Director Key Managerial Personnel
of the company for a second term period of 2 years i.e. w.e.f.
During the year Mr. P. Anjaneyulu, Vice-President (Finance &
10th November, 2019 till 9th November, 2021 and recommends
Accounts) was appointed as Chief Financial Officer of the
for member’s approval as required under section 149(10) of
Company w.e.f. 30th May, 2018, in terms of provisions
the Companies Act, 2013 at forthcoming Annual General
of section 203 of the Companies Act, 2013 in place of
Meeting. A proposed resolution included in AGM Notice.
Mr. V. Lakshmi Narayana, who resigned on 1st May, 2018.
Further, the Board of Directors on recommendation of the
The following are the Key Managerial Personnel of the
Nomination and Remuneration Committee appointed Mr.
Company as on March 31, 2019:
Santanu Mukherjee as an Additional Director (For Non-
Executive & Independent Category) of the Company with 1. Mr. Ch. Krishna Murthy, Managing Director
effect from May 6, 2019. In terms of Section 161 of the 2. Mr. Ch. Siddartha, Joint Managing Director
Act, Mr. Santanu Mukherjee holds office up to the date of 3. Mr. P. Anjaneyulu, Chief Financial Officer
ensuing Annual General Meeting. The Company has received
requisite notice in writing from a member proposing Mr. 4. Mr. Kishore Kathri, Company Secretary
Santanu Mukherjee’s name for the office of Director. Directors’ Appointment and Remuneration Policy
Accordingly, the Board recommends the resolution in relation The Nomination and Remuneration Committee is responsible
to appointment of Mr. Santanu Mukherjee as a Independent to set the skills/ expertise/ competencies of the Board
Director, for the approval by the members of the Company. Members based on the industry and strategy of the Company
Further, Mr. U. Dileep Kumar will complete his term as and to formulate the criteria for determining qualifications,
Independent Director on the board of the Company at the positive attributes and independence of Directors in terms
conclusion of the 26th AGM. The Board places on record its of provisions of Section 178 (3) of the Act and the Listing
deep appreciation for the services rendered by Mr. U. Dileep Regulations. The Board has, on the recommendations of the
Kumar during his tenure as an Independent Director and Nomination & Remuneration Committee framed a policy for
Member of various committees of the Board of Directors of Remuneration of the Directors and Key Managerial Personnel.
the Company. A copy of the Nomination & Remuneration Policy is available

on the website of the company http://www.vishnuchemicals. Board & Director’s Evaluation
com/downloads/Nomination_Remuneration.pdf The Board and the Nomination and Remuneration
The objective of the Company’s remuneration policy is to Committee reviewed the performance of the individual
attract, motivate and retain qualified and expert individuals Directors on the basis of the criteria and framework adopted
that the Company needs in order to achieve its strategic and by the Board. In addition, the performance of Board as a
operational objectives, whilst acknowledging the societal whole and committees were evaluated by the Board after
context around remuneration and recognizing the interests of seeking inputs from all the Directors on the basis of various
Company’s stakeholders. criteria.
The Non-Executive Directors (NED) are remunerated by way of In a separate meeting of Independent Directors, performance
sitting fee for each meeting attended and are also reimbursed of Non-Independent Directors, performance of Board as
out of pocket expenses incurred by them in connection with a whole and performance of the Chairman was evaluated,
the attendance of the Company’s Meetings. taking into account the views of the Executive Directors and
Familiarization Programme for Independent Directors Non-executive Directors.
The Independent Directors are familiarized through various Further, based on the performance evaluation report
programmes on a continuing basis including the following: Mr. Pradip Saha’s re-appointment is proposed for second
term period of 2 years i.e. w.e.f. 10th November, 2019 till
(a) nature of the industry in which Company operates;
9th November, 2021. Accordingly a special resolution is proposed
(b) business model of the Company; for member’s approval at ensuing Annual General Meeting.
(c) roles, rights, responsibilities of Independent Directors etc., Particulars of Employees and Remuneration
The familiarization programme along with terms and The information required under Section 197 (12) of the
conditions of appointment of Independent Directors is Act read with Rule 5 of the Companies (Appointment and
disclosed on the Company’s website www.vishnuchemicals. Remuneration of Managerial Personnel) Rules, 2014, is
com. annexed as ’Annexure B’.
Separate Meeting of Independent Directors 11. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION
A separate meeting of Independent Directors of the Company, AND FOREIGN EXCHANGE EARNINGS AND OUTGO
without the attendance of Non-Independent Directors and The information on conservation of energy, technology
members of management, was held on 14th February, 2019, absorption and foreign exchange earnings and outgo
as required under Schedule IV to the Companies Act, 2013 stipulated under Section 134(3)(m) of the Companies Act,
(Code for Independent Directors) and Regulation 25 of SEBI 2013 read with Rule 8 of the Companies (Accounts) Rules,
(Listing Obligations and Disclosure Requirements) Regulations, 2014, is annexed herewith as ‘Annexure C’.
2015.
12. INFORMATION ON STOCK EXCHANGES
At the Meeting, the Independent Directors:
The equity shares of the Company are listed on BSE Limited
- Reviewed the performance of Non-Independent Directors and the National Stock Exchange of India Limited and the
and the Board as a whole; listing fees have been paid to them up-to-date.
- Reviewed the performance of the Chairman of the 13. DIRECTORS’ RESPONSIBILITY STATEMENT
Company, taking into account the views of Executive
To the best of their knowledge and belief and according to
Director and Non-Executive Directors; and
the information and explanations obtained by them, your
- Assessed the quality, quantity and timeliness of flow of Directors make the following statements in terms of Section
information between the Company management and 134 of the Companies Act, 2013:
the Board that is necessary for the Board to effectively
(a) that in the preparation of the annual accounts/financial
and reasonably perform their duties.
statements for the financial year ended 31st March,
The Independent Directors had reviewed the overall 2019, the applicable accounting standards had been
performance of the Non-executive Directors including the followed along with proper explanation relating to
Chairman and the Managing Directors. They also concluded material departures, if any;
that the Board as a collective body is performing satisfactorily.
(b) that the accounting policies as mentioned in the financial
The Independent Directors also concluded that the flow of
statements were selected and applied consistently and
information between the Company’s Management and
reasonable and prudent judgments and estimates were
the Board in terms of quality, quantity and timeliness is
made so as to give a true and fair view of the state of
satisfactory and suggested for further improvement in
affairs of the Company at the end of the financial year
terms of increase in regulatory monitoring. The Independent
and of the profit and loss of the Company for that period;
Directors commended the depth and quality of discussions at
the Board and the Committee Meetings. (c) that proper and sufficient care had been taken for
the maintenance of adequate accounting records in
Except Mr. T.S. Appa Rao, all other Independent Directors
accordance with the provisions of the Companies Act,
attended/participated in the Meeting of Independent
2013 for safeguarding the assets of the Company and for
Directors and Mr. U. Dileep Kumar was the Lead Independent
preventing and detecting fraud and other irregularities;
Director of that Meeting.

(d) that the annual accounts were prepared on a going time. The said order is applicable to the Company, being
concern basis; manufacturer of Chemicals etc., cost records under the said
(e) that proper internal financial controls were in place and order are maintained. The Board has appointed Mr. K.V.S.
that such internal financial controls are adequate and Kapardhi, Cost Accountant, Hyderabad (Firm Reg. No.
were operating effectively; and 100231) as Cost Auditors of the Company for the financial year
2019-20 and approval of members is being sought at ensuing
(f) that proper systems to ensure compliance with the
Annual General Meeting for ratification of remuneration to be
provisions of all applicable laws were in place and that
paid to them for the FY 2019-20.
such systems were adequate and operating effectively.
Secretarial Audit
14. AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act,
Statutory / Financial Audit 2013 and the Companies (Appointment and Remuneration of
M/s. Jampani & Associates, Chartered Accountants, Hyderabad Managerial Personnel) Rules, 2014, the Board has appointed
(Registration No.016581S) were appointed as Auditors M/s. L.D.Reddy & Co., Company Secretaries, Hyderabad
of the Company to hold office from the conclusion of the to undertake the Secretarial Audit of the Company for
23rd Annual General Meeting of the Company until the the financial year 2018-19. The Secretarial Audit Report of
conclusion of the 28th Annual General Meeting held in year FY 2018-19 is annexed herewith as ‘Annexure D’.
2021, at such remuneration as may be agreed upon between Auditor’s Observations:
the Auditors and the Board of Directors, in addition to actual
out-of-pocket expenses incurred by them for the purpose of Secretarial Auditors mentioned at point no. six of their report
audit and the applicable taxes. that wages and statutory payments are delayed.
Management Replies:
The Company received a certificate from the auditors
confirming that they have not attracted any disqualifications as The Company is taking all possible steps to pay wages within
prescribed under the Companies Act, 2013 and the Chartered time and deposit all statutory dues within due date.
Accountant Act, 1949 read with rules made thereunder. 15. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
The requirement to place the matter relating to appointment In compliance with Section 135 of the Companies Act, 2013
of Auditors for ratification by members at every Annual and other applicable provisions, the Company has constituted
General Meeting is done away with vide notification dated Corporate Social Responsibility Committee consisting of Mr.
May 7, 2018 issued by the Ministry of Corporate Affairs, U. Dileep Kumar, Chairman of the Committee (Independent
Govt’ of India Accordingly, no resolution is proposed for Director), Mr. Ch. Krishna Murthy (Chairman & Managing Director
ratification of appointment of Auditors, who were appointed of the Company) and Mrs. Ch. Manjula (Non-executive Director)
at the 23rd Annual General Meeting held on September 28, as the other Members of the Committee. The Committee met
2016 and are eligible to hold their office until conclusion of once i.e. 14th August, 2018, during the year and reviewed the
28th Annual General Meeting to be held in 2021. policy on Corporate Social Responsibility stating therein the
Auditor’s Observations: objectives, implementation and other issues pertaining to the
achievement of the CSR objectives of the Company.
The Statutory Auditors have mentioned in their report as point
No. iii of Annexure – ’B’ to the Independent Auditors Report Further to emphasise on the idea of service to the society
regarding interest free unsecured loans of ` 989 Lakhs (with a at large, during the year the company along with its WOS
value at amortised cost of ` 722.22 lakhs) to its wholly-owned Company i.e. Vishnu Barium Private Ltd, formed a Trust called
subsidiary i.e. Vishnu Barium Pvt Ltd. Similarly, they have also “Krishna Foundation” with an objective of charitable purpose
mentioned in their report at point no. (a) & (b) of VII of Annexure and as part of its object during the year the trust initiated
– ’B’ that the company has generally been irregular in depositing construction of old-age home to provide housing facility to
undisputed statutory dues and ` 1279.19 Lakhs is yet to be paid elderly aged group.
towards Income Tax and Interest thereon under Income Tax Act, During the financial year, the Company spent ` 41.33 Lakhs
1961 for the periods AY 2014-15 to AY 2018-19. out of which ` 10.83 Lakh spent directly and ` 30.50 Lakh
Management Replies: spent through Krishna Foundation, Public Charitable Trust of
the company registered under Indian Trust Act, 1882 and the
While sanctioning the term loan and working capital facilities,
Board recommended carrying forward the unspent amount
the bank has insisted to deposit unsecured loan by Holding
of ` 5.13 Lakhs relating to financial year 2018-19 along with
Company to Subsidiary. Accordingly the Board took a decision
accumulated unspent amount of ` 87.34 Lakhs pertaining to
to infuse the funds as per requirements of the business
previous financial years, to next financial year in view of the
and for ultimate benefit of the Holding Company. Delay in
reason that it is proposed to spend the unspent CSR amount
Statutory Payments and Income Tax is due to funds crunch
through its trust for construction and maintenance of old-age
and the same will be paid at the earliest.
home to provide housing facility to elderly aged group which
Cost Audit includes facilities for meals, gatherings, recreation activities,
The Ministry of Corporate Affairs had, vide its Order dated and some form of health or hospice care etc., in FY 2019-20.
31st December, 2014 directed audit of cost records of the The CSR Policy of the Company is displayed on the website of
companies covered under the Companies (Cost Records & the Company. The Annual Report on CSR activities is annexed
Audit) Amendment Rules, 2014 as amended from time to herewith as ‘Annexure E’.

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY the Company. An Internal Complaint Committee (ICC) has
In terms of the requirements of the Companies Act, 2013 been set up in compliance with the said Act. During the year
and Regulation 22 of Listing Regulations, the Company under review, no complaints pertaining to sexual harassment
has a vigil mechanism to deal with instance of fraud and of women employees were reported.
mismanagement, if any. The details of the vigil mechanism 19. EXTRACT OF ANNUAL RETURN
are displayed on the website of the Company http://www. In accordance with Section 134(3)(a) of the Companies Act,
vishnuchemicals.com/downloads/whistle_blower_policy. 2013, the extract of the Annual Return in Form No. MGT – 9
pdf. During the year the policy has been amended in view of is enclosed as ‘Annexure G’ to this Report.
the changes in listing regulations to cover instances relating
20. CORPORATE GOVERNANCE
to insider trading i.e. reporting instances of leak of UPSI or
suspected leak of UPSI by employees and taking appropriate A detailed report on the subject forms part of this Report as
actions on such reporting. The Audit Committee reviews the ’Annexure H’. The Secretarial Auditors of the Company have
functioning of the vigil / whistle blower mechanism from time examined the Company’s compliance and have certified the
to time. There were no allegations / disclosures / concerns same as required under the SEBI Guidelines/ Regulations.
received during the year under review in terms of the vigil Such a certificate on corporate governance is reproduced in
mechanism established by the Company. this Annual Report.
17. RELATED PARTY TRANSACTIONS 21. MANAGEMENT DISCUSSION & ANALAYSIS
All related party transactions / arrangements that were entered Management Discussion and Analysis Report for the year
into during the financial year were at an arm’s length basis and under review, as stipulated under Regulation 34 (2)(e) of SEBI
in ordinary course of business. During the year under review, (Listing Obligations and Disclosure Requirements) Regulations,
there were no materially significant related party transactions 2015, is presented in a separate section as ’Annexure I’
entered by the Company with Promoters, Directors, Key forming part of the Annual Report.
Managerial Personnel which may have a potential conflict with 22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
the interest of the Company at large and thus a disclosure in REGULATORS OR COURTS
Form AOC-2 in terms of section 134 of the Act is NIL and the During the year under review, there were no significant
same is annexed as ’Annexure F’. material orders passed by the Regulators / Courts which
All related party transactions / arrangements are placed would impact the going concern status of the Company and
before the Audit Committee for approval, supported by a its future operations.
statement/ declaration from the management as to the 23. CAUTIONARY STATEMENT
adherence of arm’s length basis and being in the ordinary
Statements in this Board’s Report and Management
course of business. The policy on Related Party Transactions as
Discussion and Analysis Report describing the Company’s
approved by the Board is displayed on the Company’s website
objectives, projections, estimates, expectations or predictions
http://www.vishnuchemicals.com/downloads/Policy_on_
may be “forward-looking statements” within the meaning of
Materiality_of_RPT.pdf.
applicable securities laws and regulations. Actual results could
Details of the transactions with Related Parties are provided in differ materially from those expressed or implied. Important
the accompanying financial statements. factors that could make difference to the Company’s
18. ENVIRONMENT, HEALTH AND SAFETY operations include raw material availability and its prices,
The Company is conscious of the importance of environmentally cyclical demand and pricing in the Company’s principal
clean and safe operations. The Company’s policy requires markets, changes in Government regulations, Tax regimes,
conduct of operations in such a manner so as to ensure safety economic developments within India and the countries in
of all concerned, compliances of environmental regulations which the Company conducts business and other ancillary
and preservation of natural resources. factor.
Safety awareness has been enhanced by way of training on APPRECIATION
hazard identification, risk assessment and continuous training Your Directors wish to place on record their appreciation, for
to the newly inducted employees and regular training to the the contribution made by the employees at all levels but for
employees on SOPs, mock drills on emergency preparedness whose hard work, and support, your Company’s achievements
and mitigation exercises; would not have been possible. Your Directors also wish to
In order to comply with provisions of the Sexual Harassment thank its customers, dealers, agents, suppliers, investors and
of Women at Workplace (Prevention, Prohibition and bankers for their continued support and faith reposed in the
Redressal) Act, 2013 and Rules framed thereunder, the Company.
Company has formulated and implemented a policy on
prevention, prohibition and redressal of complaints related to For and on behalf of the Board of Directors
sexual harassment of women at the workplace. All women
employees either permanent, temporary or contractual are Sd/- Sd/-
covered under the above policy. The said policy has been Ch. Siddartha Ch. Manjula
circulated to all employees by hosting on notice board and Place: Hyderabad Joint Managing Director Director
a copy of the same has been uploaded on the website of Date: 06 May 2019 DIN: 01250728 DIN: 01546339

Annexure ‘A’
FORM AOC. 1
Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures
[Pursuant to first proviso to sub-section (3) of Section 129 read with Rule 5 of the Companies (Accounts) Rules, 2014]
Part “A”: Subsidiaries
Name of the Subsidiary

S.No. Particulars
Vishnu Barium Private Limited
1 Reporting period Year ended 31st March 2019
2 Reporting currency and Exchange rate of subsidiaries if any INR (` In Lakhs)
3 Share Capital 8727.50
4 Reserves & Surplus (5548.86)
5 Total assets 8058.58
6 Total Liabilities (Excl. Share Capital, Reserves & Surplus) 4879.94
7 Investments 11.43
8 Turnover 10676.94
9 Profit before taxation 1217.34
10 Provision for taxation 0
11 Profit after taxation 1217.34
12 Proposed Dividend
- Equity -
-
- Preference
13 % of shareholding 100%
Note: (i) Vishnu South Africa (Pty) Ltd, wholly-owned subsidiary of the Company, incorporated in South Africa is yet to commence its
operations.
(ii) Part B of the Annexure is not applicable as there are no associate companies/ joint ventures of the Company as on 31st March, 2019.
For and on behalf of the Board of Directors

Sd/- Sd/-
Ch. Siddartha Ch. Manjula
Joint Managing Director Director
DIN:01250728 DIN:01546339
Sd/- Sd/-
Place: Hyderabad P. Anjaneyulu Kishore Kathri
Date: 06 May 2019 Chief Financial Officer Company Secretary

Annexure ‘B’
STATEMENT OF DISCLOSURE OF REMUNERATION
[Pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
S.No. Requirements Disclosure

1 The ratio of the remuneration of each director to the median Name of the Director Ratio (in x times)
remuneration of all the employees of the Company for the Mr.Ch. Krishna Murthy 20 times
financial year.
Mr. Ch. Siddartha 14.54 times
Mrs. Ch. Manjula* -
Mr. U. Dileep Kumar* -
Mr. T.S. Appa Rao* -
Mr. Pradip Saha* -
* Non-executive Directors are not paid any remuneration or commission except sitting fee.
** The median remuneration of all the employees of the Company was ` 3.30 Lakhs p.a.
2 The percentage of increase in remuneration of each director, Name % increase in Remuneration
Chief Financial Officer, Chief Executive Officer, Company Mr.Ch. Krishna Murthy Nil
Secretary or Manager, if any, in the financial year;
Mr. Ch. Siddartha Nil
Mr. P. Anjaneyulu* Not applicable
Mr. Kishore Kathri 25%
*Appointed as CFO w.e.f. May 30, 2018
3 The percentage increase in the median remuneration of During FY 2018-19, the percentage increase in the median
employees in the financial year; remuneration of employees is 7%.
4 The number of permanent employees on the rolls of company; There were 425 employees as on March 31, 2019
5 Average percentile increase already made in the salaries of Average increase in remuneration is 11.00% for Employees
employees other than the managerial personnel in the last other than Managerial Personnel and there was no increase
financial year and its comparison with the percentile increase in in remuneration of MD and JMD during the year.
the managerial remuneration and justification thereof and point
out if there are any exceptional circumstances for increase in the
managerial remuneration;
6 Affirmation that the remuneration is as per the Remuneration Policy of the Company: It is affirmed that the remuneration paid is
as per the Remuneration Policy for Directors, Key Managerial Personnel and other employees, adopted by the Company.


Sd/- Sd/-
Place: Hyderabad Joint Managing Director Director
Date: 06 May 2019 DIN:01250728 DIN:01546339

Annexure ‘C’
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
[Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014]
A. CONSERVATION OF ENERGY
i. Steps taken or impact on conservation of energy:
a. The company has done electrical audit and changed the motors from higher horse power to lower horse power in order
to reduce the installed power losses. This was possible by installing VFD’s on all Fans.
b. The company also installed heat exchangers to reduce heat from the venting scrubber and using the recovered heat in the
process.
ii. Steps taken by the Company for utilising alternate sources of energy:
The company is exploring the possibility of installing solar power as a green energy.
iii. The capital investment on energy conservation equipments:
There was no major capital investment on energy conservation equipment’s during the year.
B. TECHNOLOGY ABSORPTION
The efforts made towards technology absorption:
During the year the company has installed candle filter for improving the quality of the final product i.e. Sodium Bichromate by
filtering all final impurities and also improvement in quality of all other derivatives.
(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: Export
sales are increased in view of the improvement in quality of our products.
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial
year)-
(a) the details of technology imported;

(b) the year of import;
Not applicable as there was no import of technology during
(c) whether the technology been fully absorbed;
the last three years
(d) if not fully absorbed, areas where absorption has not
taken place, and the reasons thereof;
iv) Expenditure on R&D:
During the year the company has not made any expenditure on research & development.
C. FOREIGN EXCHANGE EARNINGS & OUTGO: (` In Lakhs)
2018-19 2017-18
Total Foreign Exchange used and earned in terms of actual inflows and actual outflow:
Used / Outflow 14657.98 15158.67
Earned / Inflow 30326.38 23641.20

Sd/- Sd/-
Date: 06 May 2019 DIN:01250728 DIN:01546339

Annexure ‘D’
Secretarial Audit Report c. The SEBI (Prohibition of Insider Trading) Regulations,
2015
For the Period from 01.04.2018 to 31.03.2019
d. The SEBI (Issue of Capital and Disclosure
[Pursuant to Section 204(1) of the Companies Act, 2013 and Requirements) Regulations, 2018 – Not applicable
Rule No. 9 of the Companies (Appointment and Remuneration of to the company during audit period.
Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI
(LODR) Regulations, 2015] e. The SEBI (Share Based Employee Benefits)
Regulations, 2014 – Not applicable to the Company
To during the audit period.
The Board of Directors
M/s. Vishnu Chemicals Limited f. The SEBI (Issue and Listing of Debt Securities)
H.No. 8-2-293/82/F/23-C, Plot No. 23, Regulations, 2008 – Not applicable to the Company
Road No. 8 Film Nagar, Jubilee Hills, during the audit period.
Hyderabad, Telangana – 500033 g. The SEBI (Registrars to an Issue and Share
Transfer Agents) Regulations, 1993 regarding the
We have conducted the Secretarial Audit on the compliance of
Companies Act and dealing with client.
applicable statutory provisions and the adherence to good corporate
practices by M/s. Vishnu Chemicals Limited (hereinafter called h. The SEBI (Delisting of Equity Shares) Regulations,
the Company). Secretarial Audit was conducted in a manner 2009 – Not applicable to the Company during the
that provided us a reasonable basis for evaluating the corporate audit period.
conducts/statutory compliances and expressing my opinion i. The SEBI (Buyback of Securities) Regulations, 1998
thereon. – Not applicable to the Company during the audit
Based on our verification of the books, papers, minute books, forms period.
and returns filed and other records maintained by the Company vi. The Payment of Wages Act, 1936
and also the information provided by the Company, its officers,
agents and authorized representatives during the conduct of vii. Minimum Wages Act, 1948
secretarial audit, we hereby report that in my opinion, the Company viii. Employees Provident Fund And Misc. Provisions Act, 1952
has, during the audit period from 1st April, 2018 to 31st March, ix. Employees State Insurance Act,1948
2019 complied with the statutory provisions listed hereunder and
also that the company has proper Board-processes and compliance- x. Payment of Gratuity Act,1972
mechanism in place to the extent, in the manner and subject to the xi. Workmen’s Compensation Act,1923
reporting made hereinafter:
xii. Contract Labour (Regulation & Abolition ) Act 1970
1. We have examined the books, papers, minute books, forms
xiii. Employment Exchange (Compulsory Notification of
and returns filed and other records maintained by the
Vacancies) Act, 1959
Company for the Period from 1st April, 2018 to 31st March,
2019 according to the provisions of: xiv. Income Tax Act, 1961
i. The Companies Act, 2013 (the Act) and the Rules made xv. Goods and Services Tax Laws
thereunder; xvi. The Insurance Act, 1938 [as amended by insurance
ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) (amendment) act, 2002]
and the Rules made thereunder; xvii. The Factories Act, 1948 and rules made thereunder.
iii. The Depositories Act, 1996 and the Regulations and Bye- xviii. Water (Prevention & Control of Pollution) Act 1974 and
laws framed thereunder; rules there under.
iv. Foreign Exchange Management Act, 1999 and the Rules xix. Air (Prevention & Control of Pollution) Act 1981 and
and Regulations made thereunder; rules there under.
v. The following Regulations and Guidelines prescribed xx. The Environment (Protection) Act, 1986
under the Securities and Exchange Board of India Act, xxi. Hazardous Wastes (Management, Handling and
1992 (‘SEBI Act’) : Transboundary Movement) Rules, 2008.
a. The Securities and Exchange Board of India (SEBI) xxii. Customs Act, 1962
(Listing Obligations and Disclosure Requirements)
Regulations, 2015. xxiii. The Boilers Act, 1923 and Indian Boilers Regulations
xxiv. The Petroleum Act, 1934 and Petroleum Rules, 2002
b. The SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011; xxv. HMC Act,1955

We have also examined compliance with the applicable clauses under the Companies Act, SEBI Act, SCRA, Depositories
and the Listing Agreements entered into by the Company with Act, Listing Agreement and Rules, Regulations and
the BSE Limited and National Stock Exchange of India Limited Guidelines framed under these Acts against / on the
2. We further report that the company has, in my opinion, Company, its Directors and Officers.
complied with the provisions of the Companies Act, 2013 4. We Further Report That:
and the Rules made under that Act as notified by Ministry of
• The Company is paying wages to all employees as per
Corporate Affairs from time to time and the Memorandum
the provisions of Minimum Wages Act, 1948 and The
and Articles of Association of the Company, with regard to:
Payment of Wages Act, 1936
• Closure of the Register of Members.
• The Company has obtained consent of State Pollution
• Forms, returns, documents and resolutions required to Control Board for all its units as per the provision of
be filed with the Registrar of Companies and the Central Water (Prevention & Control of Pollution) Act, 1974 and;
Government;
• The Company is regular in payment of gratuity as per
• Service of documents by the Company to its Members, the rules of the Payment of Gratuity Act, 1972 and has
Auditors and the Registrar of Companies; provided 100% provision in the books of accounts.
• The Board of Directors of the Company is duly • The Company has filed return as per The Factories Act,
constituted with proper balance of Executive Directors, 1948.
Non-Executive Directors and Independent Directors.
There were no changes during the year in composition • The Company has renewed the Insurance Policy under
of Board. Employees State Insurance Act, 1948.
• Minutes of proceedings of General Meetings and of the • The Company has filed return under Employment
Board and its Committee meetings; Exchange Act/Rules
• Approvals of the Members, the Board of Directors, the • The Company has renewed the Policy with LIC for
Committees of Directors and the government authorities, Gratuity under Payment of Gratuity Act, 1972
wherever required; 5. We further report that based on the information received and
• Constitution of the Board of Directors / Committee(s) of records maintained there are adequate systems and processes
Directors, appointment, retirement and reappointment in the Company commensurate with the size and operations
of Directors including the Managing Director and Whole- of the Company to monitor and ensure compliance with
time Directors; applicable laws, rules, regulations and guidelines.
• Payment of remuneration to Directors including the 6. We further report the following observations for the period
Managing Director and Whole-time Directors, ended 31st March, 2019:
• Appointment and remuneration of Statutory Auditor, • That there were delays in the payment of wages to the
Cost Auditor and Secretarial Auditors. employees of the company.
• Borrowings and registration, modification and • Some of the statutory payments are delayed.
satisfaction of charges wherever applicable;
7. We further Report that during the audit period the Company
• Investment of the Company’s funds including investments has:
and loans to others;
• No Public /Right/Preferential Issue of Shares/Debentures/
• Format of balance sheet and statement of profit and loss Sweat Equity etc.,
is as per Schedule III of Companies Act, 2013.
• No Redemption/Buy-back of Securities;
• Report of the Board of Directors;
• No major Decision taken by the members in pursuance
• The Directors have complied with the disclosure of Section 180 of the companies Act, 2013;
requirements in respect of their eligibility of
appointment, their being independent and compliance • No Merger/Amalgamation/Reconstruction, etc.,
with the Code of Conduct for Directors and • No Foreign Technical Collaborations;
Management Personnel;
3. We further report that: For L.D.Reddy & Co.,
Company Secretaries
• The Company has complied with the requirements under
the equity listing agreements entered into with BSE Sd/-
Limited, National Stock Exchange of India Limited; L. Dhanamjay Reddy
• There was no prosecution initiated and no fines or Place: Hyderabad (Proprietor)
penalties were imposed during the period under review Date: May 6, 2019 CP. No.3752

Annexure ‘E’
Annual Report on Corporate Social Responsibility (CSR) activities for the financial year ended March 31, 2019
(as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014)
1 A brief outline of the Company’s CSR Policy, including overview of projects or The Company has framed its CSR Policy in compliance with the provisions of the
programs proposed to be undertaken and a reference to the web-link to the Companies Act, 2013 and the same is placed on the Company’s website at the web
CSR Policy and projects or programs. link: http://www.vishnuchemicals.com/downloads/csr_policy.pdf
2 The Composition of the CSR Committee. 1. Mr. U. Dileep Kumar (Chairman)
2. Mr. Ch. Krishna Murthy (Member)
3. Mrs. Ch. Manjula (Member)
3 Average net profit of the Company for last three financial years. ` 2323.08 Lakhs
4 Prescribed CSR Expenditure (two percent of the amount as in item 3 above). ` 46.46 Lakhs
5 Details of CSR spent for the financial year:
a) Total amount to be spent for the financial year: ` 46.46 Lakhs
b) Amount unspent, if any: ` 5.13 Lakhs (Refer to para 16 of Board’s Report for further details)
c) Manner in which the amount spent during the financial year Details given below.
Details of amount spent on CSR activities during the financial year ended March 31, 2019: (` in Lakhs)
Projects or programs (1) Amount spent on the projects or

Cumulative Amount
Local area or other (2) Amount outlay programs Sub – heads: (in Lakhs.)
Sector in which expenditure spent : Direct
CSR project or Specify the State and (budget)
Sl.No. the Project is Direct expenditure upto to the or through
activity identified district where projects project or (2)
covered reporting implementing
or programs was programs wise on projects or Overheads
programs period agency*
undertaken
1 Setting up & Setting up & Kapavarum Village, 30.50 30.50 - 30.50 Through Krishna
maintenance of maintenance of Pamarru Mandal, Krishna Foundation,
old age homes for old age homes Dist, Andhra Pradesh Registered Trust
senior citizens of the Company
2 Offered donations Promotion of Hyderabad, Telangana 1.00 1.00 - 1.00 Direct
to provide education
education
3 Plantation activities ensuring Persipalli Village, Krishna 0.52 0.52 - 0.52 Direct
environmental Dist., Andhra Pradesh
sustainability
4 Sponsored Promotion Kayns Badminton 5.00 5.00 - 5.00 Direct
badminton players. of nationally Academy, Attapur,
recognized Hyderabad
sports
5 Improvements to Making available Persipalli Village, Krishna 3.76 3.76 - 3.76 Direct
water treatment safe drinking Dist., Andhra Pradesh
plant installed at water
Parsipalli
6 Development of Rural Kazipally, Hyderabad, 0.55 0.55 - 0.55 Direct
infrastructure Development Telangana
Total 41.33 41.33 - 41.33
Responsibility Statement:
A responsibility statement of the CSR Committee of the Board of Directors of the company is reproduced below:
The implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the company.

Sd/- Sd/-
U. Dileep Kumar Ch. Krishna Murthy
Place: Hyderabad Chairman-CSR Committee Director
Date: 06 May 2019 DIN:02519654 DIN:00030274

Annexure ‘F’
FORM AOC. 2
[Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014]
Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in
sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto:
1. Details of contracts or arrangements or transactions not at arm’s length basis: NIL
a) Name(s) of the related party and nature of relationship:

b) Nature of contracts/arrangements/transactions:
c) Duration of the contracts / arrangements/transactions:
d) Salient terms of the contracts or arrangements or transactions including the value, if any:
NIL
e) Justification for entering into such contracts or arrangements or transactions:
f) Date(s) of approval by the Board:
g) Amount paid as advances, if any:
h) Date on which the special resolution was passed in general meeting as required under first proviso to Section 188:
2. Details of material contracts or arrangements or transactions at arm’s length basis: NIL
Salient terms of
Name of the Nature of Duration of the contracts/
Date of Amount paid
related party contract/ contract/ arrangements/
S.No. approval by as advances,
and nature of arrangement/ arrangement/ transactions
the Board if any
relationship transaction transaction including the value,
if any
NIL


Sd/- Sd/-
Date: 06 May 2019 DIN:01250728 DIN:01546339

Annexure ‘G’
FORM NO. MGT.9
EXTRACT OF ANNUAL RETURN
as on the financial year ended on 31st March, 2019
[Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12 (1) of the Companies
(Management and Administration) Rules, 2014]
I. Registration and other Details:
CIN L85200TG1993PLC046359
Registration Date 15.01.1993
Name of the Company Vishnu Chemicals Limited
Category/Sub-Category of the Company Public Company Limited by Shares
Address of the Registered Office & Corporate Office H.No. 8-2-293/82/F/23-C, Plot No. 23,
Road No. 8 Film Nagar, Jubilee Hills,
Hyderabad Telangana 500033
Tel: 040-23396817, 23327723/ 29; Fax: 040-23314158
Mail id: Vishnu@vishnuchemicals.com
Website: www.vishnuchemicals.com
Whether Listed Company Yes
Name, address and contact details of Registrar & Transfer Bigshare Services Pvt. Ltd
Agent (RTA), if any. 306, Right Wing, 3rd Floor, Amrutha Ville, Opp.Yashoda Hospital,
Somajiguda, Rajbhavan Road, Hyderabad – 500082, India
Phone No: 040 401 44582
Mail id: bsshyd1@bigshareonline.com
Web: www.bigshareonline.com
II. Principal Business Activities of the Company:
All business activities contributing 10% or more of the total turnover of the Company:
NIC Code of the Product/ % to total turnover of the

Name and Description of main products/services
service Company
Chrome based Products 24117 99%
III. Particulars of Holding, Subsidiary and Associate Companies*:
Holding /
Name and Address of the % of shares Applicable
Sl.No CIN/GLN Subsidiary /
Company held Section
Associate
1 Vishnu Barium Private Limited

Plot No. C-23, Road No. 8, Subsidiary
U24120TG2001PTC036807 100% 2(87)(ii)
Film Nagar, Jubilee Hills, Hyderabad, Company
Telangana 500033
2 Vishnu South Africa (Pty) Limited

Subsidiary
18 Turnberry Avenue, Dainfern, 2017/179393/07 100% 2(87)(ii)
Company
Johannesburg, Gauteng - 2055
* During the year, Vishnu Hong Kong Ltd. has been closed and awaited for deregistration notice to be received from concerned
authorities of Hong Kong.

IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i) Category-wise Shareholding:
No. of Shares held at the beginning of

No. of Shares held at the end of the year %
the year
Change
Category of Shareholders % of % of during
Demat Physical Total Total Demat Physical Total Total the year
Shares Shares
A. Promoters
(1) Indian
a) Individual/HUF 8959506 - 8959506 75.00 8959506 - 8959506 75.00 -
b) Central Govt. - - - - - - - - -
c) State Govt.(s) - - - - - - - - -
d)
Bodies Corporate - - - - - - - - -
e) Banks / FI - - - - - - - - -
f) Any Other… - - - - - - - - -
Sub-Total(A)(1): 8959506 - 8959506 75.00 8959506 - 8959506 75.00 -
(2) Foreign
a) NRIs-Individuals - - - - - - - - -
b) Other – Individuals - - - - - - - - -
c) Bodies Corporate - - - - - - - - -
d) Banks/FI - - - - - - - - -
e) Any Other… - - - - - - - - -
Sub-Total(A)(2): - - - - - - - - -
Total Shareholding of
8959506 - 8959506 75.00 8959506 - 8959506 75.00 -
Promoters(A)=(A)(1)+(A2)
B. Public Shareholding
1) Institutions
a) Mutual Funds / UTI - - - - - - - - -
b) Banks / FI 2255 - 2255 0.02 2900 0 2900 0.02 -
c) Central Govt. - - - - - - - - -
d) State Govt.(s) - - - - - - - - -
e) Venture Capital Funds - - - - - - - - -
f) Insurance Companies - - - - - - - - -
g) FIIs/ FPIs 99039 - 99039 0.83 54982 0 54982 0.46 (0.37)
h) Foreign Venture Capital

- - - - - - - - -
Funds
i) Others (specify) - - - - - - - - -
Sub-Total(B)(1) 101294 - 101294 0.85 57882 0 57882 0.48 (0.37)
(2) Non-Institutions
a) Bodies Corporate
i) Indian 365811 1375 367186 3.07 229020 1375 230395 1.93 (1.14)
ii) Overseas - - - - - - - - -
b) Individuals

No. of Shares held at the beginning of
No. of Shares held at the end of the year %
the year
Change
Category of Shareholders % of % of during
Demat Physical Total Total Demat Physical Total Total the year
Shares Shares
i) Individual
shareholders
holding nominal 1111642 169734 1281376 10.73 1330239 155544 1485783 12.44 1.71
share capital upto
` 1 lakh
ii) Individual
shareholders
holding nominal 964490 - 964490 8.07 1004018 - 1004018 8.40 0.33
share capital in
excess of ` 1 lakh
d) Others (specify)
NBFC 1800 - 1800 0.02 - - - - (0.02)
Foreign Nationals - - - - -
Non-Resident Indians 2798 42240 45038 0.38 1231 40865 42096 0.35 (0.03)
Non-Resident Indians
103280 - 103280 0.86 102633 - 102633 0.86 -
(Repat)
Non-Resident Indians
28404 - 28404 0.24 32576 - 32576 0.27 0.03
(Non-Repat)
Clearing Members 93646 - 93646 0.78 31131 - 31131 0.26 (0.52)
Trusts - - - - - - - - -
Qualified Foreign
1800 - 1800 0.02 (0.02)
Investor
Sub-total (B)(2):- 2671871 213349 2885220 24.16 2730848 197784 2928632 24.52 0.34
Total Public Shareholding
2773165 213349 2986514 25.00 2788730 197784 2986514 25.00 -
(B)=(B)(1)+ (B)(2)
C. Shares held by Custodian for
- - - - - - - - -
GDRs & ADRs
Grand Total (A+B+C) 11732671 213349 11946020 100 11748236 197784 11946020 100 -
(ii) Shareholding of Promoters:
Shareholding at the beginning of Shareholding at the end of the

the year year
% change in
% of Shares % of Shares shareholding
S.No. Shareholder’s Name % of total % of total
Pledged / Pledged / during the
No. of Shares No. of Shares
encumbered encumbered year
Shares of the Shares of the
to total to total
company company
shares shares
1 Mr. Ch. Krishna Murthy 6219790 52.07 61.54 6219790 52.07 65.56 -
2 Mrs. Ch. Manjula 1614048 13.51 01.33 1614048 13.51 01.33 -
3 Mr. Ch. Siddartha 1125668 9.42 - 1125668 9.42 - -
(iii) Change in Promoters’ Shareholding: (Please specify, if there is no change)
Cumulative
Shareholding at the Increase / Decrease in shareholding during the
shareholding during
beginning of the year year
Particulars the year
% of No. of No. of % of
No. of Shares Date Reason %
holding shares Shares holding
NIL

(iv). Shareholding Pattern of top ten shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
Increase/
No. of Percentage
Decrease
Name of the Shares at the Number of of total
S.No. Date (+/-) in Reason
shareholder beginning/End Shares shares of the
share-
of the year company
holding
1 Ashish Kacholia 5,88,793 31.03.2018 0 - 5,88,793 4.93
5,88,793 30.03.2019 0 - 5,88,793 4.93
2 Kuber India Fund 79,736 31.03.2018 0 - 79,736 0.67
06.04.2018 -11677 Transfer 68,059 0.57
13.04.2018 -13059 Transfer 55,000 0.46
15.02.2019 -18 Transfer 54,982 0.46
54,982 30.03.2019 0 - 54,982 0.46
3 Prakash Chand 76,000 31.03.2018 0 - 76,000 0.64
76,000 30.03.2019 0 - 76,000 0.64
4 Harry Hassomal
70,000 31.03.2018 0 - 70,000 0.59
Mohinani
70,000 30.03.2019 0 - 70,000 0.59
5 Reliance Financial
47,472 31.03.2018 0 - 47,472 0.40
Limited
13.04.2018 -872 Transfer 46,600 0.39
27.04.2018 -100 Transfer 46,500 0.39
18.05.2018 -2054 Transfer 44,446 0.37
27.07.2018 -920 Transfer 43,526 0.36
24.08.2018 -1665 Transfer 41,861 0.35
28.09.2018 -5000 Transfer 36,861 0.31
05.10.2018 -2026 Transfer 34,835 0.29
19.10.2018 -6008 Transfer 28,827 0.24
16.11.2018 -6786 Transfer 22,041 0.18
23.11.2018 -541 Transfer 21,500 0.18
07.12.2018 -1500 Transfer 20,000 0.17
21.12.2018 -8493 Transfer 11,507 0.10
28.12.2018 -3007 Transfer 8,500 0.07
31.12.2018 -2048 Transfer 6,452 0.05
04.01.2018 -1081 Transfer 5,371 0.05
11.01.2019 -5371 Transfer 0 0.00
30.03.2019 0 Transfer 0 0.00
6 IL and FS Securities
42,135 31.03.2018 0 - 42,135 0.35
Services Limited
06.04.2018 -1508 Transfer 40,627 0.34
13.04.2018 500 Transfer 41,127 0.34
20.04.2018 50 Transfer 41,177 0.34
27.04.2018 1700 Transfer 42,877 0.36
04.05.2018 -400 Transfer 42,477 0.36
11.05.2018 1287 Transfer 43,764 0.37
18.05.2018 -1487 Transfer 42,277 0.35
25.05.2018 -256 Transfer 42,021 0.35
01.06.2018 6998 Transfer 49,019 0.41

Increase/
No. of Percentage
Decrease
share-
of the year company
holding
08.06.2018 -1175 Transfer 47,844 0.40
15.06.2018 -10515 Transfer 37,329 0.31
22.06.2018 100 Transfer 37,429 0.31
29.06.2018 14600 Transfer 52,029 0.44
06.07.2018 5170 Transfer 57,199 0.48
13.07.2018 435 Transfer 57,634 0.48
20.07.2018 3468 Transfer 61,102 0.51
27.07.2018 -2572 Transfer 58,530 0.49
03.08.2018 -70 Transfer 58,460 0.49
10.08.2018 -192 Transfer 58,268 0.49
17.08.2018 -1900 Transfer 56,368 0.47
24.08.2018 -1000 Transfer 55,368 0.46
31.08.2018 2555 Transfer 57,923 0.48
07.09.2018 950 Transfer 58,873 0.49
14.09.2018 10340 Transfer 69,213 0.58
21.09.2018 -5345 Transfer 63,868 0.53
28.09.2018 4778 Transfer 68,646 0.57
05.10.2018 -719 Transfer 67,927 0.57
12.10.2018 -1500 Transfer 66,427 0.56
19.10.2018 -269 Transfer 66,158 0.55
26.10.2018 -13000 Transfer 53,158 0.45
09.11.2018 -1096 Transfer 52,062 0.44
16.11.2018 -948 Transfer 51,114 0.43
23.11.2018 1199 Transfer 52,313 0.44
30.11.2018 882 Transfer 53,195 0.45
07.12.2018 -5 Transfer 53,190 0.45
14.12.2018 -500 Transfer 52,690 0.44
21.12.2018 -1950 Transfer 50,740 0.42
28.12.2018 5000 Transfer 55,740 0.47
11.01.2019 -27500 Transfer 28,240 0.24
01.02.2019 -237 Transfer 28,003 0.23
22.02.2019 -243 Transfer 27,760 0.23
08.03.2019 -6785 Transfer 20,975 0.18
15.03.2019 -11000 Transfer 9,975 0.08
22.03.2019 -3821 Transfer 6,154 0.05
29.03.2019 -6 Transfer 6,148 0.05
6,148 30.03.2019 0 - 6,148 0.05
7 Edelweiss Custodial
39,809 31.03.2018 0 - 39,809 0.33
Services Limited
06.04.2018 3798 Transfer 43,607 0.37
13.04.2018 -4939 Transfer 38,668 0.32
27.04.2018 350 Transfer 39,018 0.33
04.05.2018 -306 Transfer 38,712 0.32

Increase/
No. of Percentage
Decrease
share-
of the year company
holding
11.05.2018 -2652 Transfer 36,060 0.30
18.05.2018 -1 Transfer 36,059 0.30
25.05.2018 -5703 Transfer 30,356 0.25
01.06.2018 -11285 Transfer 19,071 0.16
15.06.2018 -1600 Transfer 17,471 0.15
06.07.2018 4 Transfer 17,475 0.15
13.07.2018 4699 Transfer 22,174 0.19
27.07.2018 -500 Transfer 21,674 0.18
03.08.2018 -2248 Transfer 19,426 0.16
10.08.2018 -1951 Transfer 17,475 0.15
24.08.2018 -1004 Transfer 16,471 0.14
07.09.2018 2363 Transfer 18,834 0.16
14.09.2018 49 Transfer 18,883 0.16
17.09.2018 -1100 Transfer 17,783 0.15
29.09.2018 -37 Transfer 17,746 0.15
05.10.2018 30 Transfer 17,776 0.15
12.10.2018 961 Transfer 18,737 0.16
19.10.2018 -99 Transfer 18,638 0.16
26.10.2018 1702 Transfer 20,340 0.17
02.11.2018 -2208 Transfer 18,132 0.15
23.11.2018 -1246 Transfer 16,886 0.14
07.12.2018 -160 Transfer 16,726 0.14
08.02.2019 -14790 Transfer 1,936 0.02
15.03.2019 13235 Transfer 15,171 0.13
22.03.2019 650 Transfer 15,821 0.13
15,821 30.03.2019 0 - 15,821 0.13
8 Rajalakshmi S 0 31.03.2018 - 0 0.00
08.06.2018 400 Transfer 400 0.00
14.09.2018 600 Transfer 1,000 0.01
01.02.2019 10368 Transfer 11,368 0.10
08.02.2019 9470 Transfer 20,838 0.17
15.02.2019 1947 Transfer 22,785 0.19
22.02.2019 6069 Transfer 28,854 0.24
01.03.2019 6764 Transfer 35,618 0.30
08.03.2019 2150 Transfer 37,768 0.32
15.03.2019 414 Transfer 38,182 0.32
22.03.2019 436 Transfer 38,618 0.32
38,618 30.03.2019 0 - 38,618 0.32
9 Martin And Harris
34,700 31.03.2018 0 - 34,700 0.29
Laboratories Limited
20.04.2018 -1500 Transfer 33,200 0.28
27.04.2018 -2500 Transfer 30,700 0.26
04.05.2018 -161 Transfer 30,539 0.26
08.06.2018 -1000 Transfer 29,539 0.25
15.06.2018 -1000 Transfer 28,539 0.24
28,539 30.03.2019 0 - 28,539 0.24

Increase/
No. of Percentage
Decrease
share-
of the year company
holding
10 Multiplier Share
and Stock Advisors 30,394 31.03.2018 0 - 30,394 0.25
Private Limited
13.04.2018 106 Transfer 30,500 0.26
20.04.2018 -2686 Transfer 27,814 0.23
27.04.2018 -4770 Transfer 23,044 0.19
04.05.2018 -1 Transfer 23,043 0.19
08.06.2018 -13043 Transfer 10,000 0.08
27.07.2018 5 Transfer 10,005 0.08
10.08.2018 -5 Transfer 10,000 0.08
17.08.2018 -10000 Transfer 0 0.00
30.03.2019 0 - 0 0.00
11 Deepak Mittal 27,953 31.03.2018 0 - 27,953 0.23
29.06.2018 -2250 Transfer 25,703 0.22
20.07.2018 -15250 Transfer 10,453 0.09
07.12.2018 -10453 Transfer 0 0.00
30.03.2019 0 - 0 0.00
12 Ayyagari Roja Ramani 11,800 31.03.2018 0 - 11,800 0.10
18.01.2019 12937 Transfer 24,737 0.21
24,737 30.03.2019 0 - 24,737 0.21
13 Manish Kumar
20,327 31.03.2018 0 - 20,327 0.17
Gilada
13.04.2018 2672 Transfer 22,999 0.19
03.08.2018 1 Transfer 23,000 0.19
23,000 30.03.2019 0 - 23,000 0.19
14 Vamsidhar Patibandla 22,000 31.03.2018 0 - 22,000 0.18
33.06.2018 -933 Transfer 21,067 0.18
29.06.2018 -1067 Transfer 20,000 0.17
20.07.2018 -2000 Transfer 18,000 0.15
07.09.2018 1000 Transfer 19,000 0.16
05.10.2018 500 Transfer 19,500 0.16
12.10.2018 750 Transfer 20,250 0.17
30.11.2018 -250 Transfer 20,000 0.17
07.12.2018 4 Transfer 20,004 0.17
11.01.2019 1496 Transfer 21,500 0.18
08.02.2019 275 Transfer 21,775 0.18
08.03.2019 666 Transfer 22,441 0.19
15.03.2019 9 Transfer 22,450 0.19
22,450 30.03.2019 0 - 22,450 0.19
15 Jayshree Attal 16,307 31.03.2018 0 - 16,307 0.14
08.06.2018 -40 Transfer 16,267 0.14
22.06.2018 40 Transfer 16,307 0.14
07.09.2018 -12609 Transfer 3,698 0.03
28.09.2018 -113 Transfer 3,585 0.03
05.10.2018 -63 Transfer 3,522 0.03
12.10.2018 -155 Transfer 3,367 0.03
02.11.2018 -16 Transfer 3,351 0.03
09.11.2018 331 Transfer 3,682 0.03

Increase/
No. of Percentage
Decrease
share-
of the year company
holding
16.11.2018 11 Transfer 3,693 0.03
23.11.2018 540 Transfer 4,233 0.04
31.12.2018 27912 Transfer 32,145 0.27
11.01.2019 -27912 Transfer 4,233 0.04
29.03.2019 18000 Transfer 22,233 0.19
22,233 30.03.2019 0 - 22,233 0.19
(v) Shareholding of Directors and Key Managerial Personnel:
Cumulative
Shareholding at the
Shareholding During
beginning of the year Increase/ the year
Decrease
S.No. Particulars Date Reason % of total
% of total (No. of
No. of Shares) No. of shares
Shares of the
Shares shares of the
company
company
A Directors
1 Mr. Ch. Krishna Murthy 6219790 52.07 - - - 6219790 52.07
2 Mrs. Ch. Manjula 1614048 13.51 - - - 1614048 13.51
3 Mr. Ch. Siddartha 1125668 9.42 - - - 1125668 9.42
4 Mr. U. Dileep Kumar - - - - - - -
5 Mr. T. S. Appa Rao - - - - - - -
6 Mr. Pradip Saha - - - - - - -
B Key Managerial Personnel
7 Mr. V. Lakshmi - - - - - - -
Narayana
8 Mr. P. Anjaneyulu 10 0.00 12.10.2018 340 Purchase 350 0.00
9 Mr. Kishore Kathri 4 0.00 03.08.2018 6 Purchase 10 0.00
31.03.2018 5 Purchase 15 0.00
12.10.2018 15 Purchase 30 0.00
01.02.2019 10 Purchase 40 0.00
V. Indebtedness of the Company including interest outstanding / accrued but not due for payment for the year ended
31st March, 2019:
(` In Lakhs)
Secured Loans
Unsecured Total
Particulars excluding Deposits
Loans Indebtedness
deposits
Indebtedness at the beginning of the financial year
i) Prinicipal Amount 22,333.23 2,016.34 - 24,349.57
ii) Interest due but not paid 67.18 - - 67.18
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 22,400.41 2,016.34 - 24,416.75
Change in Indebtedness during the financial year
* Additions 64.07 1,494.61 - 1,558.68
* Reduction# 325.56 - - 325.56

(` In Lakhs)
Secured Loans
Unsecured Total
Particulars excluding Deposits
Loans Indebtedness
deposits
* Reduction in Interest due but not paid 67.18 - - 67.18
Net Change -328.67 1,494.61 - 1,165.94
Indebtedness at the end of the financial year
i) Prinicipal Amount 22,071.74 3,510.95 - 25,582.69
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 22,071.74 3,510.95 - 25,582.69
VI. Remuneration of Directors and Key Managerial Personnel:

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: (` in lakhs)
FY 2018-19 FY 2018-19
Mr. Ch. Krishna Murthy Mr. Ch. Siddartha
S.No. Particulars of Remuneration
Joint Managing
Managing Director
Director
1 Gross salary 66.00 48.00
(a) Salary as per provisions contained in section 17(1) of
the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961
(c) Profits in lieu of salary under section 17(3) Income-tax
Act, 1961
2 Stock Options - -
3 Sweat Equity - -
4 Commission - -
- as a % of profit - -
- others, specify… - -
Total 66.00 48.00
B. Remuneration to other Directors: (` in lakhs)
S.No Particulars of Remuneration Name of the Director

Mr. U. Dileep Mr. T.S. Appa Mr. Pradip Total Amount
A Independent Directors
Kumar Rao Saha
1 Fee for attending board / committee 1.60 1.20 1.60 4.40
meetings
2 Commission - - - -
3 Others, please specify - - - -
Total (A) 1.60 1.20 1.60 4.40
B Non-Executive Directors Mrs. Ch. Manjula
1 Fee for attending board / committee 0.20 0.20
meetings
2 Commission - -
3 Others, please specify - -
Total (B) 0.20 0.20
Total (B)=(A+B) 4.60
Total Sitting Fees 4.60
Total Commission Nil

C. Remuneration to Key Managerial Personnel other than MD / Manager / WTD (` in lakhs)
Key Managerial Personnel

Mr. P. Mr. Kishore
S.No. Particulars of Remuneration Mr. V. Lakshmi Total
Anjaneyulu Kathri,
Narayana, CFO
CFO (from Company
(till 01.05.2018)
30.05.2018) Secretary
1 Gross salary 3.25 24.41 10.27 37.93
(a) Salary as per provisions contained in section 17(1)
of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961
(c) Profits in lieu of salary under section 17(3)
Income-tax Act, 1961
2 Stock Options - - - -
3 Sweat Equity - - - -
4 Commission - - - -
- as a % of profit - - - -
- others, specify… - - - -
VII. Penalties / Punishment / Compounding of Offences:
Details of Penalty
Authority (RD/
Section of the / Punishment / Appeal made, if
Type Brief Description NCLD/
Companies Act Compounding any (give Details)
COURT)
Fees Imposed.
A. COMPANY
Penalty
Punishment None
Compounding
B. DIRECTORS
Penalty
Punishment None
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment None
Compounding

Sd/- Sd/-
Date: 06 May 2019 DIN:01250728 DIN:01546339

Annexure ‘H’
REPORT ON CORPORATE GOVERNANCE
1. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE
Our Corporate Governance philosophy has been scripted as under:
“As a good corporate citizen, our Company is committed to sound corporate practices based on conscience, openness, fairness,
professionalism and accountability besides building confidence in its various stakeholders, thereby paving the way for long term
success.”
The above philosophy of corporate governance entails that our governance process is devised in such a manner as to meet aspirations of
our stakeholders and expectations of the society. VCL is constantly striving to adopt emerging best practices in corporate governance.
It is our endeavor to achieve higher standards and provide oversight and guidance to management in strategy implementation and
risk management and fulfillment of stated goals and objectives.
2. BOARD OF DIRECTORS
(A) Composition and category of Directors:
The Board is consists of the following Directors as on 31st March 2019:
(i) Executive Director:
Mr. Ch. Krishna Murthy, Chairman & Managing Director

(a) Promoter Group
Mr. Ch. Siddartha, Joint Managing Director
(ii) Non-Executive Directors:
(a) Promoter Group Mrs. Ch. Manjula

Mr. U. Dileep Kumar
(b) Independent Mr. T. S. Appa Rao
Mr. Pradip Saha
(B) Attendance of each director at the Board Meetings, last Annual General Meeting (AGM) and the details of membership(s)/
chairmanship(s) of Directors in Board and Board Committees:
Number of
Number of Number of
Number of Whether Memberships of
Memberships Chairmanships
Name of the Director Board Meetings attended last other Boards as
of other Board in other Board
Attended AGM on 31st March
Committees* Committees*
2019@**
Mr. Ch. Krishna Murthy 4 Yes 2 Nil Nil
Mrs. Ch. Manjula 1 No 2 Nil Nil
Mr. Ch. Siddartha 3 Yes 3 Nil Nil
Mr. U. Dileep Kumar 4 Yes Nil Nil Nil
Mr. T. S. Appa Rao 3 No Nil Nil Nil
Mr. Pradip Saha 4 Yes Nil Nil Nil
@ Includes private limited companies and companies registered outside India.
* As per Regulation 26(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, only Audit Committee
and Stakeholders Relationship Committees of Indian public companies have been considered.
** None of the directors of the company are directors of other listed company.
Board Agenda
Meetings are governed by a structured agenda. The Board members, in consultation with the Chairman, may take up any
matter for consideration of the Board. All major agenda items are backed by comprehensive background information to enable
the Board to take informed decisions.

Information placed before the Board:
Apart from the items that are required to be placed before the Board for its approval, the following information also will be
provided to the board and the board committees as required under Regulation 17(7) of SEBI (LODR) Regulations, 2015. Such
information is submitted as part of the agenda papers either in advance of the meetings or by way of presentations and
discussion materials during the meetings.
a) Annual operating plans and budgets, capital budgets, updates and all variances;
b) Quarterly, Half yearly, Nine months and Annual results of the company and its subsidiaries;
c) Detailed presentations on the business performance of the company, its units and its material subsidiaries;
d) Minutes of meetings of the Audit Committee and other committees;
e) Contract in which Directors and Senior Management Personnel are interested, if any;
f) Update on the significant legal cases of the Company;
g) Subsidiary company’s minutes, financial statements and significant investments;
h) Reviews the compliance reports of all laws applicable to the Company;
i)
Evaluates the Company’s strategic direction, management policies, performance objectives and effectiveness of
Corporate Governance practices; and
j) Any other matter that requires the attention and intervention of the Board.
(C) Brief profiles of the Directors being appointed/re-appointed have been given in the AGM Notice, forming part of the Annual
Report.
(D) Details of Board Meetings held during the Year 2018-19:
Date of the Meeting Board Strength No. of Directors Present

30 May, 2018
th
6 6
14th August, 2018 6 4
3 November, 2018
rd
6 5
14th February, 2019 6 4
(E) Disclosure of relationship between directors inter-se:
The Promoter Directors are relatives of each other in terms of Section 2(77) of the Companies Act, 2013 and none of the other
Directors has any relationship with each other.
(F) Shares held by non-executive Directors:
Mrs. Ch. Manjula holds 16,14,048 equity shares of ` 10/- each (13.51%) and 52,71,250 7% Cumulative Redeemable Preference
Shares of ` 10/- each (CRPS) (6.88%) of the Company as on 31st March, 2019 and none of the other non-executive directors
hold any shares in the Company.
(G) Web-link where details of familiarization programmes imparted to independent Directors:
Web-link: http://www.vishnuchemicals.com/downloads/Familiarisation.pdf
(H) A chart or a matrix setting out the skills/expertise/competence of the board of directors specifying the list of core skills/
expertise/competencies identified by the board of directors as required in the context of its business and sector for it to function
effectively and those actually available with the board, is covered in Nomination and Remuneration Policy.
(I) Independent Directors confirmation by the Board
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6)
of the Companies Act, 2013 and Regulation 16(1) (b) of the Listing Regulations. In the opinion of the Board, the Independent
Directors, fulfil the conditions of independence specified in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)
(b) of the Listing Regulations. A formal letter of appointment to Independent Directors as provided in Companies Act, 2013 has
been issued and disclosed on website of the Company viz. www.vishnuchemicals.com.
(J) Number of Independent Directorships
As per Regulation 17A of the Listing Regulations, Independent Directors of the Company do not serve as Independent Director
in more than seven listed companies. Further, the Managing Director of the Company does not serve as an Independent
Director in any other listed entity.

(K) PCS Certificate
Mr. L. Dhanamjaya Reddy, Practicing Company Secretary, proprietor of L.D.Reddy & Co., Company Secretaries, Hyderabad
has certified that none of the directors on the board of the company has been debarred or disqualified from being appointed
or continuing as directors of companies by the Securities Exchange Board of India/Ministry of Corporate Affairs or any such
statutory authority. A copy of certificate received from him is enclosed as ‘Annexure’ to this report.
(L) Code of conduct:
The Board has laid down Code of Conduct for its Directors and Senior Management of the Company. The text of the Code
of Conduct is uploaded on the website of the Company – www.vishnuchemicals.com The Directors and Senior Management
personnel have affirmed compliance with the Code applicable to them during the year ended 31st March, 2019. The Annual
Report of the Company contains a Certificate duly signed by the Managing Director in this regard.
COMMITTEES OF THE BOARD
The Board of Directors have constituted Board Committees to deal with specific areas and activities which concern the Company
and requires a closer review. The Board Committees are formed with approval of the Board and function under their respective
Charters. These Committees play an important role in the overall Management of day-to-day affairs and governance of the
Company. The Board Committees meet at regular intervals and take necessary steps to perform its duties entrusted by the
Board. The Minutes of the Committee Meetings are placed before the Board for noting.
The Company has six Board Level Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders’ Relationship Committee
4. Management Committee of Directors
5. Corporate Social Responsibility Committee.
6. Risk Management Committee
3. AUDIT COMMITTEE
The terms of reference of the Audit Committee encompass the requirements of Section 177 of the Companies Act, 2013 and
Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended.
Mandate, Role and Responsibilities of the Audit Committee:
As specified under the Companies Act, 2013, and the Rules made thereunder, SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, other SEBI Regulations and regulatory requirements that may come into force from time to time; and as may be
mandated by the Board of Directors from time to time.
Composition of the Audit Committee as on March 31, 2019:
Name Designation
Mr. U. Dileep Kumar Chairman
Mr. T. S. Appa Rao Member
Mr. Pradip Saha Member
The Audit Committee consists of Independent Directors as members and all the members of the Committee are financially literate
and Mr. U. Dileep Kumar & Mr. Pradip Saha have accounting and related financial management expertise. The Company Secretary
of the Company is secretary to the Committee.
Meetings and Attendance:
Four Audit Committee Meetings were held during the year ended 31st March, 2019. The maximum time gap between any of the
two meetings was not more than one hundred twenty days.
Audit Committee Meetings held during the year 2018-19 and attendance details:
Date of the Meeting Committee Strength No. of Directors present

30 May, 2018
th
3 3
14th August, 2018 3 3
3rd November, 2018 3 3
14th February 2019 3 2
Managing Director, Chief Financial Officer and Internal Auditors are invitees for all the Audit Committee Meetings. The Statutory
Auditors, Secretarial Auditors and Cost Auditors are invited for Audit Committee meetings on need base.

4. NOMINATION & REMUNERATION COMMITTEE
The terms of reference of Nomination & Remuneration Committee encompass the requirements of section 178 of Companies Act,
2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended.
The key role of this Committee is as follows:
• Provide oversight on strategic Human Capital issues.
• Search for, evaluate, shortlist and recommend the incumbent for the position of Managing Director and other Directors and
their engagement terms to the Board.
• Evaluate and approve for the appointment candidates recommended by the Managing Directors for key senior positions.
• Review the succession plan for critical positions and suggest actions.
• Have the responsibility for setting the remuneration for the Managing Director and Whole Time Directors. Review remuneration
for the Key Managerial Personnels and other senior management of the Company. Remuneration in this context will include
salary and performance based variable component and any compensation payments, such as retiral benefits or stock options.
Mandate, Role and Responsibilities of the Nomination and Remuneration Committee:
As specified under the Companies Act, 2013, Rules made thereunder, SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended from time to time; and as may be mandated by the Board of Directors from time to time.
Composition as on March 31, 2019:
Name Designation
Mr. U. Dileep Kumar Chairman
Mr. T. S. Appa Rao Member
Mr. Pradip Saha Member

30th May, 2018 3 3
Performance evaluation criteria for Independent Directors:
The performance evaluation of the Independent Directors was carried out by the entire Board.
The criteria for performance evaluation are as follows:
Role & Accountability:
- Understanding the nature and role of Independent Directors’ position.
- Understanding of risks associated with the business.
- Application of knowledge for rendering advice to management for resolution of business issues.
- Offer constructive challenge to management strategies and proposals.
- Active engagement with the management and attentiveness to progress of decisions taken.
Objectivity:
- Non-partisan appraisal of issues.
- Own recommendations given professionally without tending to majority or popular views.
Leadership & Initiative:
- Heading Board Sub-committees.
- Driving any function or identified initiative based on domain knowledge and experience.
Personal Attributes:
- Commitment to role & fiduciary responsibilities as a Board member.
- Attendance and active participation.
- Proactive, strategic and lateral thinking.

5. REMUNERATION OF DIRECTORS
i) For Executive Directors: The elements of remuneration package of Managing Directors, are as under:
(` in Lakhs)
Mr. Ch. Krishna Murthy Mr. Ch. Siddartha
Particulars
Managing Director Joint Managing Director
Salary (Including perquisites) 66.00 48.00
Commission 0 0
Contribution to Provident Fund and Superannuation Fund 0 0
Benefits 0 0
Total 66.00 48.00
Having regard to the fact that there is a global contribution to Gratuity Fund, the amount applicable to an individual employee
is not ascertainable and accordingly, contribution to Gratuity Fund has not been considered in the above computation.
Managing Director & Joint Managing Director are under contract of employment with the company with three months notice
period. There is no severance fee payable to the Executive Directors. The Company does not have any stock option scheme.
ii) For Non– executive Directors:
a) The sitting fee is paid to the non-executive Directors for attending the Board meeting is ` 20,000/-; ` 20,000/- for attending
Audit Committee meeting; and no sitting fee is paid for Nomination & Remuneration Committee, CSR Committee and
Stakeholders Relationship Committee meetings:
b) Commission to the Non-executive Directors – NIL
(` in lakhs)
Non-executive Directors Sitting Fees
Mrs. Ch. Manjula 0.20
Mr. U. Dileep Kumar 1.60
Mr. T. S. Appa Rao 1.40
Mr. Pradip Saha 1.60
Total 4.80
* exclusive of service tax/ GST.
Further apart from sitting fee, non-executive directors are entitled to claim reimbursement of out of pocket expenses
incurred for the purpose of attending various meetings and no remuneration is paid to the non-executive directors.
6. STAKEHOLDERS’ RELATIONSHIP COMMITTEE
The terms of reference of Stakeholders’ Relationship Committee encompass the requirements of section 178 of Companies Act, 2013
and Regulation 20 of the SEBI (LODR) Regulations, 2015 as amended.
Composition as on March 31, 2019:
Name Designation
Mrs. Ch. Manjula Chairperson
Mr. Ch. Krishna Murthy Member
Mr. Ch. Siddartha Member
Mr. Pradip Saha (from May 30, 2018) Member
Mr. Kishore Kathri, Company Secretary is Compliance Officer of the Company.

20th April, 2018 3 2
30 May, 2018
th
3 3
27th June, 2018 4 3
14th August, 2018 4 2
3 November, 2018
rd
4 3

19th December, 2018 4 3
1 January, 2019
st
4 3
14th February, 2019 4 3
30 March, 2019
th
4 3
The Stakeholder’s Relationship Committee specifically looks into various aspects of interest of shareholders including transfer of
shares, non-receipt of declared dividends, ensures expeditious share transfer process and investors complaints and also approves
issue of duplicate/split share certificates, transmission of shares etc.,
Number of shareholders complaints received during the year NIL

Number of complaints solved to the satisfaction of the shareholders -
Number of pending complaints NIL
7. GENERAL BODY MEETINGS
Location, time and venue where last three Annual General Meetings were held:
Financial Year Date & Time of AGM Venue of AGM

Monday, September 24, 2018 at 11.00 Film Nagar Cultural Centre, Dr. D. Ramanaidu Building, Road No. 6,
2017-18
AM Film Nagar, Jubilee Hills, Hyderabad Telangana – 500033
Wednesday, 27th September, 2017 at Film Nagar Cultural Centre, Dr. D. Ramanaidu Building, Road No. 6,
2016-17
4.00 PM Film Nagar, Jubilee Hills, Hyderabad Telangana – 500033
Wednesday, 28th September, 2016 at Hotel I K London, 6-3-656, Kapadia Lane, Somajiguda,
2015-16
11.00 AM Hyderabad – 500082
Special Resolutions:
Special resolutions passed at last three annual general meetings are as under:
I) 23rd AGM held on 28th September, 2016 - Special Resolutions.
1. To Re-appoint Mr. Ch. Krishna Murthy (DIN: 00030274) as Managing Director of the Company
2. To Appoint Mr. Ch. Siddartha (DIN 01250728) as Joint Managing Director of the Company
II) 24 AGM held on 27th September, 2017 - Special Resolutions – Nil
th
III) 25th AGM held on 24th September, 2018 – Special Resolutions

1. Amendment of Articles of Association of the Company.
IV) During the year, no resolutions were passed through postal ballot.
8. MEANS OF COMMUNICATION
Financials Calendar (Tentative):
- Unaudited results for 1st quarter of next Financial Year – by 14th August, 2019
- Unaudited results for 2nd quarter of next Financial Year – by 14th November, 2019
- Unaudited results for 3rd quarter of next Financial Year – by 14th February 2020
- Audited results for next Financial Year – by 30th May 2020
The quarterly unaudited results and annual audited results are published in Financial Express and in the local newspaper – Andhra
Prabha/ Nava Telangana and are displayed on the website of the Company www.vishnuchemicals.com. Official press releases and
official media releases, if any, are sent to Stock Exchanges and are uploaded on the website of the Company along with the
presentations made to institutional investors or to analysts, if any.
The Management Discussion and Analysis Report forms part of the Board’s Report.

9. GENERAL SHAREHOLDERS INFORMATION
Annual General Meeting:
Day & Date - Thursday, June 27, 2019
Venue - Film Nagar Cultural Centre, Dr. D. Ramanaidu Building, Road No. 6,
Film Nagar, Jubilee Hills, Hyderabad, Telangana – 500033
Time - 10.00 AM (IST)
Financial Year - 2018-19 (1st April, 2018 to 31st March, 2019)
Date of Book Closure - June 15, 2019 to June 27, 2019 (both days inclusive)
Date of Dividend Payment - From June 28, 2019 to July 27, 2019
Dividend for the last three years - 2017-18 : 10%
2016-17 : Nil
2015-16 (Interim)
:
10%
Name and address of Stock Exchanges where the shares of the Company are listed:
BSE Limited National Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers Exchange Plaza
Dalal Street Bandra Kurla Complex
Mumbai- 400 001 Bandra (E), Mumbai - 400 051
BSE Limited - Scrip Code: 516072
National Stock Exchange of India Ltd - VISHNU
ISIN for the Equity Shares - INE270I01014
The Company has paid listing fee to both Stock Exchanges for the financial year 2018-19.
Market Price Data: in respect of the Company’s shares on BSE Limited, monthly high and low during the Financial Year
2018-19:
Month & Year High (`) Low (`)

April 2018 318.70 270.30
May 2018 316.35 245.50
June 2018 304.90 240.00
July 2018 279.00 240.00
August 2018 294.80 223.00
September 2018 247.30 180.00
October 2018 191.00 130.05
November 2018 185.00 150.00
December 2018 169.90 142.00
January 2019 158.00 128.00
February 2019 148.70 118.10
March 2019 163.80 136.00

Market Price Data: in respect of the Company’s shares on the National Stock Exchange of India Limited, monthly high and
low during the Financial Year 2018-19:
Month & Year High (`) Low (`)

April 2018 314.00 270.00
May 2018 314.10 246.15
June 2018 299.85 238.00
July 2018 279.80 236.50
August 2018 291.90 225.00
September 2018 248.95 176.00
October 2018 189.80 129.50
November 2018 177.00 150.55
December 2018 169.70 137.05
January 2019 160.10 125.60
February 2019 145.30 126.00
March 2019 161.30 133.55
Share Transfer System
As per SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018 and further amendment vide Notification No. SEBI/
LAD-NRO/GN/2018/49 dated November 30, 2018, requests for effecting transfer of securities (except in case of transmission or
transposition of securities) shall not be processed from April 1, 2019 unless the securities are held in the dematerialised form with the
depositories. Therefore, Shareholders are requested to take action to dematerialize the Equity Shares of the Company, promptly.
Dematerialization of shares and liquidity: 1,17,39,601 (NSDL: 82,23,290; CDSL: 35,16,311) equity shares were dematerialized
amounting to 98.27% of the total paid-up capital of the Company and the shares of the company are traded on BSE and NSE. The
Company had entered into agreements with National Securities Depository Limited (NSDL) and Central Depository Services (India)
Limited (CDSL) whereby shareholders can dematerialise their shares with either of the Depositories. Shareholders who continue to
hold shares in physical form are requested to dematerialize their shares at the earliest and avail the benefits of dealing in shares
in demat form. For convenience of shareholders, the process of getting the shares dematerialized is uploaded on website of the
company www.vishnuchemicals.com.
Nomination
Individual shareholders holding shares singly or jointly in physical form can nominate a person in whose name the shares shall be
transferable in case of death of the registered shareholder(s). Nomination facility in respect of shares held in electronic form is also
available with the Depository Participants as per the bye-laws and business rules applicable to NSDL and CDSL. Nomination forms can
be obtained from the Company’s Registrar and Share Transfer Agent.
Service of documents through electronic mode
As a part of Green Initiative, the members who wish to receive the notices/documents through e-mail, may kindly intimate their
e-mail addresses to the Company’s Registrar and Share Transfer Agent, Bigshare Services Pvt. Ltd or to the company by submitting
a written request letter.
Name and Designation of Compliance Officer: Mr. Kishore Kathri, Company Secretary & Compliance Officer.
Distribution of Shareholding (in shares) as on March 31, 2019:
No. of shares No. of shareholders % of total shareholders No. of shares % of total share capital
Upto 500 4975 87.29 5,92,940 4.96
501 - 1000 369 6.47 2,81,173 2.35
1001 - 2000 181 3.17 2,65,842 2.22
2001 - 3000 60 1.05 1,52,758 1.27
3001 - 4000 17 0.29 59,603 0.49
4001 - 5000 22 0.38 1,04,884 0.87
5001 - 10000 36 0.63 2,55,750 2.14
10001 & above 39 0.68 1,02,33,070 85.66
5699 1,19,46,020 100.00
* No. of the shareholders without considering PAN No.

Pattern of Shareholding as on March 31, 2019:
Category No. of shareholders No. of Shares % of shareholding
Promoters 3 8959506 75.00
Public :
Institutional Investors:
Mutual Funds - - -
Foreign Portfolio investors 1 54982 0.46
Financial Institutions, Banks & Others 1 2900 0.02
Overseas Corporate Bodies - - -
Central Govt/ State Govt - - -
Non-Institutional Investors: - - -
Indian Public 5206 2489801 20.84
NBFCs 0 0 0
Bodies Corporate 104 230395 1.93
Foreign Nationals/NRIs 109 177305 1.48
Clearing Members 35 31131 0.26
Trust 0 0 0
GRAND TOTAL 5459* 11946020 100
* No. of shareholders based on PAN No.
Address for correspondence from shareholders:
Regd. & Corporate Office of the Company: Registrar and Share Transfer Agents:
H.No. 8-2-293/82/F/23-C, Plot No. 23, Bigshare Services Pvt. Ltd
Road No. 8 Film Nagar, Jubilee Hills, 306, Right Wing, 3rd Floor, Amrutha Ville,
Hyderabad Telangana 500033 Opp.Yashoda Hospital, Somajiguda,
Phone: 040 23396817/ 23327723/29 Rajbhavan Road, Hyderabad – 500082, India
Mail id: Vishnu@vishnuchemicals.com Phone No: 040 401 44582
Website: www.vishnuchemicals.com Mail id: bsshyd1@bigshareonline.com
Web: www.bigshareonline.com
Plant Locations:
Kazipally Plant: Vizag Plant:
Survey No.15, Gaddapotharam Plot No.29, J.N.Pharma City, IOCL Road, Visakhapatnam (Dist.),
Medak District, Telangana - 502319 Andhra Pradesh – 531019
Jeedimetla Plant: Bhilai Plant:
Plot No.57, Phase III, IDA, Jeedimetla, Survey No.18-26, Nandini Road,
Hyderabad, Telangana - 500055 Bhilai, Chattishgarh - 490026
Vishnu Barium Plant:
Survey No.27/1A, Uranduru-Village,
Maddiledu (P.O.), Srikalahasti (Mandal),
Chittoor (Dist), Andhra Pradesh - 517 640
10. OTHER DISCLOSURES
a. Compliance of corporate governance requirements specified in Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2)
of regulation 46 are done. For details please verify the Annual Corporate Governance Report uploaded on the Stock Exchanges
and a copy of the same is made available on website of the company www.vishnuchemicals.com.
b. Disclosure on materially significant related party transactions:
There were no materially significant related party transactions which may have potential conflict with the interests of the
Company. The Company maintains a Register of Contracts containing the transactions, if any in which the directors are
interested and same is placed before the Board. Transactions with related parties as required under Accounting Standard 24,
Related Party Transactions are disclosed in Note 36 forming part of the financial statements. Web-link for the Policy on dealing
with related party transactions is http://www.vishnuchemicals.com/downloads/Policy_on_Materiality_of_RPT.pdf
Further during the year there were no transactions with the entities belonging to the promoter or promoter group which holds
10% or more shareholding in the company.

c. Disclosure of non-compliance by company:
There were no strictures or penalties imposed on the Company by either Stock Exchanges or SEBI or any Statutory Authority for
non-compliance on any matter related to Capital Market during the last three years.
d. Vigil mechanism / Whistle Blower Policy:
In terms of the requirements of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended, the Company has a vigil mechanism to deal with instance of fraud and
mismanagement, if any. The details of the vigil mechanism are displayed on the website of the Company. The Audit Committee
reviews the functioning of the vigil / whistle blower mechanism from time to time. There were no allegations / disclosures /
concerns received during the year under review in terms of the vigil mechanism established by the Company and no personnel
has been denied access to audit committee in this regard.
Further, during the year the policy has been amended in view of the changes in listing regulations to cover instances relating to
insider trading so as enable employees to report instances of leak of Unpublished Price Sensitive Information (UPSI) or suspected
leak of UPSI to the Committee and to take appropriate action by the Committee in this regard.
e. Policy for determining material subsidiary:
The Company does not have material unlisted Indian Subsidiary. However, the minutes of the meetings of the subsidiaries are
placed at the meetings of the Board of Directors of the Company. Annual Financial Statements of subsidiaries are reviewed
by Audit Committee and the Board of Directors. Web-link for the policy for determining ‘material’ subsidiaries is http://www.
vishnuchemicals.com/downloads/Subsidiaries.pdf
f. Disclosure of commodity price risks and commodity hedging activities: Not applicable
g. During the year the company has not raised any funds through preferential allotment or QIP as specified under Regulation 32
(7A) of listing Regulations.
h. Details of fees paid by the company and its subsidiaries, on consolidated basis, to the statutory auditor and to all entities in the
network firm/network entity of which the statutory auditor is a part is as under:
(` In Lakhs)
Vishnu Chemicals Ltd Vishnu Barium Private Ltd
Type of service
2018-19 2017-18 2018-19 2017-18
Audit Fee 7.50 7.50 2.00 2.00
Tax Audit Fee 2.50 2.50 1.00 1.00
Others 1.20 0.90 0 0
Total 11.20 10.90 3.00 3.00
i. Risk Management:
The Company has laid down procedures to inform the Board of Directors about the Risk Management and its minimization
procedures. The Audit Committee and the Board of Directors review these procedures periodically. Detailed report on Risk
Management forms part of the Board’s Report.
j. Code of Conduct for Directors and members of Senior Management:
The Company adopted a Code of Business Conduct and Ethics for its Directors and members of senior management. The
Code has also been posted on the Company’s website. The Chairman & Managing Director has given a declaration that all the
Directors and members of senior management have affirmed compliance with the Code of Conduct.
k. CEO/CFO Certification:
A certificate duly signed by Chairman & Managing Director and CFO relating to financial statements and internal control
systems for financial reporting as per the format provided in Regulation 17(8) of the SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015 was placed before the Board and was taken on record. A copy of the same is provided in this
Annual Report.
l. Auditor’s Certificate on Corporate Governance:
As required by Schedule V of the Listing Regulations, a certificate from the Practicing Company Secretary is enclosed as
Annexure to the Board’s Report.
m. Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013:
The Company has adopted a Policy in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules there under and has constituted Internal Complaints Committee (ICC) under
the said Act. No complaint has been received by the ICC, during the year.

n. Since the company has not issued any debt instruments and has not had any fixed deposit programme or any scheme or
proposal that involves mobilization of funds, disclosure of credit rating is not applicable.
11. Disclosure with respect to demat suspense account/ unclaimed suspense account
(a) Aggregate number of shareholders and the outstanding shares lying in the suspense account at the beginning of the year - Nil.
(b) Number of shareholders who approached listed entity for transfer of shares from suspense account during the year - Nil
(c) Number of shareholders to whom shares were transferred from suspense account during the year - Nil
(d) Aggregate number of shareholders and the outstanding shares lying in the suspense account at the end of the year - Nil
(e) That the voting rights on these shares, if any shall remain frozen till the rightful owner of such shares claims the shares.

Sd/- Sd/-
Date: 06 May 2019 DIN:01250728 DIN:01546339
Annexure
To
The Members,
Vishnu Chemicals Limited
Hyderabad.
SUB: Certificate under Schedule V(C)(10)(i) of SEBI (Listing Obligations and Disclosure Requirements), 2015
I, L. Dhanamjay Reddy, Practicing Company Secretary, proprietor of L.D.Reddy & C o., Company Secretaries, have examined the Company
and Registrar of Companies records, books and papers of Vishnu Chemicals Limited (CIN: L85200TG1993PLC046359) having its Registered
office at H.No. 8-2-293/82/F/23-C, Plot No. 23, Road No. 8 Film Nagar, Jubilee Hills, Hyderabad - 500033, Telangana State, India (the
Company) as required to be maintained under the Companies Act, 2013, SEBI Regulations, other applicable rules and regulations made
thereunder for the Financial Year ended on March 31, 2019.
In my opinion and to the best of my information and according to the examinations carried out by me and explanations and representation
furnished to me by the Company, its officers and agents, we certify that none of the following Directors of the Company have been
debarred or disqualified from being appointed or continuing as Directors of Companies by the SEBI/ Ministry of Corporate Affairs or any
such statutory authority as on March 31, 2019:
List of Director of the Company as on 31st March, 2019:
S.No. DIN Full Name Designation

1 00030274 Sri. Cherukuri Krishna Murthy Managing Director
2 01546339 Smt. Cherukuri Manjula Director
3 01250728 Sri. Cherukuri Siddartha Joint Managing Director
4 00412492 Sri. Tammineni Sanyasa Appa Rao Independent Director
5 02519654 Sri. Utukuri Dileep Kumar Independent Director
6 07677683 Sri. Pradip Saha Independent Director
For L.D.Reddy & C o.,

Company Secretaries
Sd/-
L. Dhanamjay Reddy
Place: Hyderabad (Proprietor)
Date: 06 May 2019 CP. No.3752

Declaration on Code of Conduct
This is to confirm that the Board has laid down a Code of Conduct for all Board Members and senior management personnel of the
Company. The code of conduct has also been posted on the website of the Company. It is further confirmed that all Directors and Senior
Management personnel of the Company have affirmed compliance with the Code of Conduct of the Company for the financial year ended
on 31st March, 2019 as envisaged in Listing Regulations.
By order of the Board of Directors

Sd/-
Place: Hyderabad Ch. Krishna Murthy
Date: 04 May 2019 Chairman
CERTIFICATE ON CORPORATE GOVERNANCE of Company Secretaries of India (‘ICSI’), in so far as applicable for
the purpose of this certificate. The Guidance Note on Reports or
To the Members of Certificates for Special Purposes requires that we comply with the
Vishnu Chemicals Limited ethical requirements of the Code of Ethics issued by the ICSI.
1. This certificate is issued in accordance with the terms of our 7. We have complied with the relevant applicable requirements of the
engagement letter Standard on Quality Control (SQC) 1, Quality Control for Firms that
2. This report contains details of compliance of conditions of Corporate Perform Audits and Reviews of Historical Financial Information, and
Governance by Vishnu Chemicals Limited (‘the Company’) for the Other Assurance and Related Services Engagements.
year ended 31st March 2019, as stipulated in Regulations 17-27, Opinion
clauses (b) to (i) of Regulation 46 (2) and paragraphs C, D and E 8. In our opinion, and to the best of our information and according
of Schedule V of the Securities and Exchange Board of India (Listing to explanations given to us and the representation provided by the
Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Management, we certify that the Company has complied with the
Listing Regulations’), pursuant to the Listing Agreement of the conditions of Corporate Governance as stipulated in the above-
Company with Stock exchanges. mentioned SEBI Listing Regulations.
Management’s Responsibility for compliance with the conditions 9. We state that such compliance is neither an assurance as to the future
of SEBI Listing Regulations. viability of the Company.
3. The compliance with the conditions of Corporate Governance is the Restriction on use
responsibility of the management of the Company, including the
preparation and maintenance of all relevant supporting records and 10. The certificate is addressed and provided to the members of the
documents. This responsibility includes the design, implementation Company solely for the purpose to enable the Company to comply
and maintenance of internal control and procedures. with the requirement of the SEBI Listing Regulations, and it should not
be used by any other person or for any other purpose. Accordingly, we
Auditor’s Responsibility do not accept or assume any liability or any duty of care for any other
4. Our examination was limited to procedures and implementation purpose or to any other person to whom this certificate is shown or
thereof, adopted by the Company for ensuring the compliance of into whose hands it may come without our prior consent in writing.
the conditions of Corporate Governance. It is neither an audit nor an
expression of opinion on the financial statements of the Company.
5. Pursuant to the requirements of the SEBI Listing Regulations, it is our For L.D.Reddy & C o.,
responsibility to provide a reasonable assurance whether the Company Company Secretaries
has complied with the conditions of Corporate Governance as stipulated Sd/-
in SEBI Listing Regulations for the year ended 31 March, 2019. L. Dhanamjay Reddy
6. We conducted our examination in accordance with the, Guidance Place: Hyderabad (Proprietor)
Note on Corporate Governance Certificate, issued by the Institute Date: 06 May 2019 CP. No.3752

Annexure ‘I’
MANAGEMENT DISCUSSION & ANALYSIS
ECONOMIC AND INDUSTRY OVERVIEW For 2019, we anticipate a similar expansion rate in the advanced
economies as in the previous year (2018: +1.5%; 2019: +1.6%)
Global economy: and slightly slower growth in the emerging markets (2018: +3.4%;
In 2018, the global economy began its journey on a firm footing 2019: +3.3%).
with estimated global economic growth of 3.6% (Source: World Outlook for chemical production 2019 (excluding pharmaceuticals)
Economic Outlook by International Monetary Fund (IMF)). During
Real change campared with previous year
the second half of 2018, this rate of development gradually
declined, owing to impending US-China trade dispute and some World 2.7 %
slowdown across developed markets. European Unlon 0.1 %
Emerging and developing markets of Asia maintained their steady United Sates 3.2 %
progress at 6.4% during 2018. However, it’s important to note that
India’s economy expanded at 7.1% in 2018 vis-à-vis 6.7% in 2017, Emerging markets of Asia 3.6 %
whereas China’s growth deteriorated from 6.9%in 2017 to 6.6% in Japan 2.0 %
2018 (Source: IMF). Sub-Saharan Africa’s economy also sustained a
South America 1.5 %
steady rise of 3% during the year.
Indian economy: Trends in chemical production 2019-2021 (excluding pharmaceuticals)
India continues to be one of the fastest growing major economies Real change campared with previous year
in the world and is expected to be among the world’s top three World 3.0 %
economic powers in the next 10-15 years. The Indian economy is
European Unlon 0.8 %
expected to improve and close the year 2019 with a GDP growth
of 7.3% (Source: IMF). United Sates 2.9 %
Sustained real GDP growth of over 6% since FY91 has led to a Emerging markets of Asia 4.2 %
fundamental transformation of India’s economy. Today, India Japan 0.8 %
is the world’s seventh largest economy in real terms, backed by
strong demand, positive consumption pattern and rising disposable South America 2.0 %
income. In PPP terms, the economy is expected to be among the
top five global economies by 2020. The development of the world’s largest chemical market – China
–has a significant impact on the global growth rate. Our forecast
Road ahead of the Indian economy is that India’s gross domestic assumes that chemical production in China will grow by 3.6%, about
product (GDP) is expected to reach US$ 6 trillion by FY27 and as fast as in the previous year in a slightly weaker global economic
achieve upper-middle income status on the back of digitisation, environment overall. A stabilization of automotive demand in China
globalisation, favourable demographics, and reforms. should support demand for chemicals. Based on its large share of
India’s revenue receipts are estimated to touch ` 28-30 trillion the global market of around 40%, China alone would therefore
(US$ 385-412 billion) by 2019, owing to Government of still account for almost 60% of global chemical growth. Chemical
India’s measures to strengthen infrastructure and reforms like production growth in the remaining emerging markets of Asia is
demonetisation and Goods and Services Tax (GST). India is also expected to be similar to that in China.
focusing on renewable sources to generate energy. It is planning to For the E.U., we anticipate a recovery in chemical production
achieve 40 per cent of its energy from non-fossil sources by 2030 over the course of 2019 following the slump at the end of 2018.
which is currently 30 per cent and also have plans to increase its However, we only expect production to be flat compared with
renewable energy capacity from to 175 GW by 2022. the full-year 2018. Demand from the automotive industry will
India is expected to be the third largest consumer economy as its presumably continue to decline slightly. Agriculture should see
consumption may triple to US$ 4 trillion by 2025, owing to shift renewed growth. In the construction industry, too, growth is
in consumer behaviour and expenditure pattern, according to a expected to remain solid. Base effects should also have a positive
Boston Consulting Group (BCG) report; impact.
Our products find applications active pharma ingredients in metal
Industry Structure and Developments:
treating, pigment preparation, screen printing, leather industry, dye
Global growth in chemical industry roughly at previous year’s stuff manufacturing etc. Improvement in economy augurs well for
level. Global chemical production (excluding pharmaceuticals) is our products. We are also looking to improve the turnover from
expected to grow by 2.7% in 2019, on a level with 2018 (+2.7%). value added products to improve the top-line and margins.

FUTURE PLANS The Board reviews the risk management framework/ systems of
The Company export sales will continue to grow year on year as the Company and renders advice for minimizing adverse impact,
acceptance is better and due to our service and quality. During the if any. Apart from the usual risks and concerns that affect any
year 2019-20 the growth will come from value added products like commercial, manufacturing organization, the key business risks and
chrome plating salts and chrome metal. The present strategy is to concern areas identified by the Company are as under:
source raw materials on long term basis with committed pricing. Some of the risks that the Company is exposed to are:
The foreign exchange currency policy is also evolved to cover all
imports and leave open the sales as we are net foreign exchange a. Operational Issues
earners. Major raw material and other inputs of the Company and its
Our products manufacturing is concentrated in five to six countries major subsidiary are imported, availability of which is affected
throughout the globe. However the consumption is spread across by global market situations. Timely availability of raw materials
the world. Therefore, logistic costs will also play vital role to gain the is critical for continuous plant operations.
competitiveness in markets. During the year under review logistic
cost for supply of products is stable and was able to negotiate The company is looking to have long term raw material supply
better prices because of volumes. Further during the FY20 all effort contracts and majority suppliers of the company are regular in
will be made to reduce the logistic cost by adopting comprehensive nature, keeping the confidence on each other, the risk of raw
approach. material will be mitigated.
OPPORTUNITIES AND THREATS b. Financial Risks:
a. Favorable business environment, increase in demand for the i) Currency value and interest rate fluctuations
products particularly in export segment. The Company’s policy is to actively manage its foreign
b. Ease in liquidity as the Capital outlay is almost completed. exchange risk within the framework laid down by the
Company’s Forex Policy approved by the Board. The
c. Expansion in the Product Base as a result of recent expansion Company actively manages the interest rate risk by
d. Favorable foreign currency movements adopting suitable strategies to minimise the impact
of interest rate fluctuations, including maintaining an
e. Ease in domestic and international prices of raw materials optimal balance of different loan types and maturities.
f. Improvement in the operations of subsidiary ii) Credit Risk
g. Stable government in India The Company and its major subsidiary sometimes sell
However, cheaper imports of Sodium Bichromate into India their products by extending credit to customers, with
continue to pose threat in the domestic market. the attendant risk of payment delays and defaults. To
mitigate the risk, our marketing team ensures that sale of
RISKS & CONCERNS AND RISK MANAGEMENT products are made to customers after evaluation of their
Risk management is embedded in your Company’s operating ability to meet financial commitments through allotment
framework. Your Company believes that managing risks helps of specific credit limits to respective customers. Credit
in maximizing returns. The Company’s approach to addressing availability and exposure is another area of risk. However
business risks is comprehensive and includes periodic review of all exports of the Company are covered under ECGC
such risks and a framework for mitigating controls and reporting Policy which will mitigate the risk.
mechanism of such risks. The risk management framework is iii) Liquidity Risk
reviewed periodically by the Board and the Audit Committee.
The Company and its major subsidiary operate in working
Pursuant to the Companies Act 2013 and the SEBI Regulations, capital intensive industries. The Company realizes that its
the Board has authorized the Audit Committee to review the risk ability to meet its obligations to its suppliers and others is
management systems of the Company from time to time. There is linked to timely and regular collection of receivables and
a Risk Management Committee functioning at the senior executive maintaining a healthy credit rating. Review of working
level that facilitates identification and evaluation of business risks capital constituents like inventory of raw materials, finished
related to the Company and its major subsidiary VBPL from time goods and receivables are done regularly by the respective
to time. Divisions and closely monitored by Corporate Finance.
Risk Management Committee has been entrusted with the c. Strategic risks
responsibility to assist the Board/ Audit Committee in (a) overseeing
and approving the Company’s enterprise wide risk management Emerging businesses, capital expenditure for capacity
framework; and (b) overseeing that all the risks that the organization expansion etc, are normal strategic risks faced by the
faces such as strategic, financial, credit, market, liquidity, security, Company. However, the Company has well-defined processes
property, IT, legal, regulatory, reputational and other risks have and procedures for investments in capacity expansions and is
been identified and assessed. focused on its core activity.

d. Regulatory risks financial reporting, timely feedback on achievement of goals,
compliance with policies, procedures, applicable laws and
The Company is exposed to risks attached to various
regulations, safeguarding of assets and economical & efficient
statutes, laws and regulations. The Company is mitigating
use of resources. Internal and Financial control system assists the
these risks through regular review of legal compliances
Board and Management to fulfil the business objectives of the
carried out through internal as well as external compliance
company.
audits. The Company has implemented an enterprise-wide
compliance management system, capable of effectively During the year the Board, with recommendations of Audit
tracking and managing regulatory and internal compliance Committee, appointed M/s. C. Ramachandran & Co., Chartered
requirements. Accountants, Hyderabad as an Internal Auditors, who provides
the Audit Committee and the Board of Directors an independent,
e. Legal and Statutory issues: objective and reasonable assurance of the adequacy, efficiency
All major contracts are reviewed / vetted by the in-house and effectiveness of the Organization’s risk management,
Legal Department before the same are executed. In addition, internal, financial and operational controls and corporate
the Company engages the services of reputed independent governance processes. Internal Audit reviews are conducted on
legal counsels, on need basis. In matters of tax law and an on-going basis, based on a comprehensive risk-based audit
other statutory obligations the outcome of litigation cannot plan approved by the Audit Committee at the beginning of the
always be predicted. Hence, appropriate financial provisions, year. The Internal Auditors review and evaluate the efficacy and
insurance policies and credit lines are taken to limit the risk for adequacy of internal and financial control systems, its compliance
the Company. with operating systems, accounting procedures and policies at
all locations of the Company and its material subsidiary. The
f. Cyber risk function also assesses opportunities for improvement in business
The failure of Information Technology (IT) systems due to processes, systems and controls and provides recommendations
malicious attacks and / or non-compliance with data privacy designed to add value to the organization in consultation with the
laws can potentially lead to financial loss, business disruption Senior Management.
and / or damage to the Company’s reputation. The Company Further, significant observations, corrective actions and good
has in place a data protection policy. It maintains a cyber- practices suggested by Statutory and Internal Auditors are
security infrastructure. The Company uses standardised backup reviewed by the Audit Committee for appropriate implementation
tools, services and procedures to ensure that information and and to monitor and strengthen controls on various
data are stored at two or more diverse locations. business processes. During the year, the Audit Committee met
four times to review key findings and recommendations of the
DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL
internal auditors including status of implementation through
RATIOS, ALONG WITH DETAILED EXPLANATIONS THEREFOR:
Action Taken Reports.
(i) Debtors Turnover: Increased by 12.82% HUMAN RESOURCES / INDUSTRIAL RELATIONS
(ii) Inventory Turnover: Increased by 9.54% The Company’s greatest asset is its rich human capital which is a
(iii) Interest Coverage Ratio: Increased by 14.65% robust mix of experience and young talent. Continuous enrichment
(iv) Current Ratio: Increased by 10.89% of knowledge of employees is a core value of the company and
emphasis has been laid on the training and development of the
(v) Debt Equity Ratio: Reduced by 25.43% human capital of the company. The skill levels of the workforce
Explanation: Majorly due to adoption of Indian Accounting have been honed continuously by conducting in-house training
Standards programmes such as effective operating & maintenance of
machinery, which has ensured in high productivity of manpower
(vi) Operating Profit Margin (%): Increased by 3.95%
and low maintenance costs.
(vii) Net Profit Margin (%): Increased by 11.15% To enhance the Positive Team Dynamics at the work place,
DETAILS OF CHANGE IN RETURN ON NET WORTH AS Development Programmes such as Team Building, Communication,
COMPARED TO THE IMMEDIATELY PREVIOUS FINANCIAL Super Leadership for Super Success, Effective Management
YEAR ALONG WITH A DETAILED EXPLANATION THEREOF: Skills, etc. have been conducted. This promoted the creation and
maintenance of high performing teams in the company which
There has been marginal increase in return to net worth by 0.70 resulted in high morale of employees and their positive impact
times to 10.35 times for the FY19 compared to 9.66 times for the thereby production volumes and revenues have been increased.
FY 18 due to increase in return by more than 22% to ` 1198.21
Further, the basic principle of Vishnu is to place priority on quality
Lakhs for FY19 from Rs. 706.30 for FY18.
in order to achieve ultimate customer satisfaction. Continuous
INTERNAL CONTROL SYSTEMS improvement is carried out in the work processes
The Company has internal and financial control systems that with the objective of delivery of high quality products from the ISO
commensurate with the size, scale and complexity of its operations 9001:2015 certified Plants to the customers and always put efforts
and such policies and processes designed to ensure reliability of to reach expectations of the customers.

Looking forward the Company has partnered with Quality Circle CEO & CFO COMPLIANCE CERTIFICATE
Forum of India for setting up of Quality Circles in the organization
[Under Regulation 17(8) of SEBI (LODR) Regulations, 2015]
with the objective of bringing improvements at the work place
with internal resources by tapping the creativity and experience of To
the employees. The enrichment of skillset of the human resources The Board of Directors
Vishnu Chemicals Limited
has resulted in better products and services to the Customers.
Hyderabad
The vendor satisfaction letters received from various customers
including Colgate India and India Pistons Limited. A. We have reviewed the financial statements and the cash flow
statement of the Company for the year ended 31st March, 2019 and
No. of people employed on rolls of the company is 425. that to the best of our knowledge and belief:
Equal opportunity employer: (1) the statements do not contain any materially untrue statement
or omit any material fact or contain statements that might be
The Company believes in fair and transparent employment practices misleading;
and there is no discrimination on basis of race, color religion or
gender. The company is committed to provide an environment that (2) the statements together present a true and fair view of
the Company’s affairs and are in compliance with existing
ensures that every employee is treated with dignity and respect and
accounting standards, applicable laws and regulations.
is provided equitable treatment.
B. There are, to the best of our knowledge and belief, no transactions
entered into by the Company during the year which are fraudulent,
illegal or violative of the Company’s code of conduct.
C. We accept responsibility for establishing and maintaining internal
controls for financial reporting and that we have evaluated the
effectiveness of internal control systems of the Company pertaining
to financial reporting and we have disclosed to the auditors and the
Audit Committee, deficiencies in the design or operation of such
internal controls, if any, of which we are aware and the steps we
have taken or propose to take to rectify these deficiencies.
D. We have indicated to the auditors and the Audit Committee:
(1) There were no significant changes in internal control over
financial reporting during the year;
(2) There were no significant changes in accounting policies during
the year and that the same has been disclosed in the notes to
the financial statements; and
(3) There were no instances of significant fraud of which we have
become aware and the involvement therein, if any, of the
management or an employee having a significant role in the
Company’s internal control system over financial reporting.
Sd/- Sd/-
Place: Hyderabad Ch. Siddartha P. Anjaneyulu
Date: 06 May 2019 Joint Managing Director Chief Financial Officer

INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF VISHNU CHEMICALS LIMITED under the MEIS and FMS Schemes. The company recognizes
these as receivable in the year the right to receive is established
Report on the Audit of the Standalone Financial Statements
on completion of export of goods.
Opinion
The amount receivable by the company on account of these
We have audited the accompanying standalone financial statements incentives was ` 1217.53 as at 31 March 2018 with a further
of Vishnu Chemicals Limited (“the Company”), which comprise the addition of ` 573.73 lakhs during the financial year 2018-19.
Balance Sheet as at March 31, 2019, the Statement of Profit and While an amount of ` 907.64 lakhs was received during the
Loss (including Other Comprehensive Income), the Statement of year, the company determined that an amount of ` 201.47
Changes in Equity and the Statement of Cash Flows for the year lakhs, pertaining to previous years, will not be realized and has
ended on that date, and a summary of the significant accounting written off the same.
policies and other explanatory information (hereinafter referred to
as “the standalone financial statements”). This has been considered as a Key Audit matter given the
involvement of management judgement and estimate and
In our opinion and to the best of our information and according any variation having an impact on the revenue.
to the explanations given to us, the aforesaid standalone financial
statements give the information required by the Companies Act, As part of audit procedures, we obtained all the data
2013 (“the Act”) in the manner so required and give a true and regarding filing of claims, their acceptance by the concerned
fair view in conformity with the Indian Accounting Standards authorities after validating the data filed, scrutinized the issues
prescribed under section 133 of the Act read with the Companies leading to write off of earlier claims and made an assessment
(Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) regarding the eventual realisability of the present claims that
and other accounting principles generally accepted in India, of the are pending.
state of affairs of the Company as at March 31, 2019, the profit 2. Evaluation of Disputed tax liabilities:
and total comprehensive income, changes in equity and its cash
flows for the year ended on that date. The Company has material uncertain tax positions including
matters under dispute which involves significant judgment to
Basis for Opinion
determine the possible outcome of these disputes. As per the
We conducted our audit of the standalone financial statements in company’s assessment based on the legal opinion received, it
accordance with the Standards on Auditing specified under section has a good chance of getting the demands set aside.
143(10) of the Act (SAs). Our responsibilities under those Standards
are further described in the Auditor’s Responsibilities for the Audit We obtained and reviewed details of completed tax
of the Standalone Financial Statements section of our report. We assessments and demands for the year ended March 31, 2019
are independent of the Company in accordance with the Code of from management. We made an independent assessment to
Ethics issued by the Institute of Chartered Accountants of India evaluate whether any change was required to management’s
(ICAI) together with the independence requirements that are position on these disputed tax demands and assess if any
relevant to our audit of the standalone financial statements under provisioning is required.
the provisions of the Act and the Rules made thereunder, and we Information Other than the Standalone Financial Statements
have fulfilled our other ethical responsibilities in accordance with and Auditor’s Report Thereon:
these requirements and the ICAI’s Code of Ethics. We believe that
the audit evidence we have obtained is sufficient and appropriate The Company’s Board of Directors is responsible for the preparation
to provide a basis for our audit opinion on the standalone financial of the other information. The other information comprises the
statements. information included in the Management Discussion and Analysis,
Board’s Report including Annexures to Board’s Report, Business
Key Audit Matters Responsibility Report, Corporate Governance and Shareholder’s
Key audit matters are those matters that, in our professional Information, but does not include the standalone financial
judgment, were of most significance in our audit of the standalone statements and our auditor’s report thereon.
financial statements of the current period. These matters were
Our opinion on the standalone financial statements does not cover
addressed in the context of our audit of the standalone financial
the other information and we do not express any form of assurance
statements as a whole, and in forming our opinion thereon, and
conclusion thereon.
we do not provide a separate opinion on these matters. We have
determined the matters described below to be the key audit matters In connection with our audit of the standalone financial statements,
to be communicated in our report. our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
1. Recoverability of Export Incentives:
with the standalone financial statements or our knowledge
Based on the incentives allowable under the Foreign Trade obtained during the course of our audit or otherwise appears to be
Policy (FTP) 2015-2020, the company claimed export benefits materially misstated.

If, based on the work we have performed, we conclude that there is • Obtain an understanding of internal financial controls relevant
a material misstatement of this other information, we are required to the audit in order to design audit procedures that are
to report that fact. We have nothing to report in this regard. appropriate in the circumstances. Under section 143(3)(i) of
Management’s Responsibility for the Standalone Financial the Act, we are also responsible for expressing our opinion
Statements on whether the Company has adequate internal financial
controls system in place and the operating effectiveness of
The Company’s Board of Directors is responsible for the matters such controls.
stated in section 134(5) of the Act with respect to the preparation
of these standalone financial statements that give a true and • Evaluate the appropriateness of accounting policies used
fair view of the financial position, financial performance, total and the reasonableness of accounting estimates and related
comprehensive income, changes in equity and cash flows of the disclosures made by management.
Company in accordance with the Ind AS and other accounting
• Conclude on the appropriateness of management’s use of the
principles generally accepted in India. This responsibility also includes
going concern basis of accounting and, based on the audit
maintenance of adequate accounting records in accordance with
evidence obtained, whether a material uncertainty exists
the provisions of the Act for safeguarding the assets of the Company
related to events or conditions that may cast significant doubt
and for preventing and detecting frauds and other irregularities;
on the Company’s ability to continue as a going concern.
selection and application of appropriate accounting policies;
If we conclude that a material uncertainty exists, we are
making judgments and estimates that are reasonable and prudent;
required to draw attention in our auditor’s report to the
and design, implementation and maintenance of adequate internal
related disclosures in the standalone financial statements or,
financial controls, that were operating effectively for ensuring the
if such disclosures are inadequate, to modify our opinion. Our
accuracy and completeness of the accounting records, relevant
conclusions are based on the audit evidence obtained up to
to the preparation and presentation of the standalone financial
the date of our auditor’s report. However, future events or
statements that give a true and fair view and are free from material
conditions may cause the Company to cease to continue as a
misstatement, whether due to fraud or error.
going concern.
In preparing the standalone financial statements, management is
responsible for assessing the Company’s ability to continue as a • Evaluate the overall presentation, structure and content of the
going concern, disclosing, as applicable, matters related to going standalone financial statements, including the disclosures, and
concern and using the going concern basis of accounting unless whether the standalone financial statements represent the
management either intends to liquidate the Company or to cease underlying transactions and events in a manner that achieves
operations, or has no realistic alternative but to do so. fair presentation.
Those Board of Directors are responsible for overseeing the Materiality is the magnitude of misstatements in the standalone
Company’s financial reporting process. financial statements that, individually or in aggregate, makes it
probable that the economic decisions of a reasonably knowledgeable
Auditor’s Responsibilities for the Audit of the Standalone
user of the financial statements may be influenced. We consider
Financial Statements
quantitative materiality and qualitative factors in (i) planning the
Our objectives are to obtain reasonable assurance about whether scope of our audit work and in evaluating the results of our work;
the standalone financial statements as a whole are free from and (ii) to evaluate the effect of any identified misstatements in the
material misstatement, whether due to fraud or error, and to financial statements.
issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that We communicate with those charged with governance regarding,
an audit conducted in accordance with SAs will always detect a among other matters, the planned scope and timing of the audit
material misstatement when it exists. Misstatements can arise from and significant audit findings, including any significant deficiencies
fraud or error and are considered material if, individually or in the in internal control that we identify during our audit.
aggregate, they could reasonably be expected to influence the We also provide those charged with governance with a statement
economic decisions of users taken on the basis of these standalone that we have complied with relevant ethical requirements regarding
financial statements. independence, and to communicate with them all relationships
As part of an audit in accordance with SAs, we exercise professional and other matters that may reasonably be thought to bear on our
judgment and maintain professional skepticism throughout the independence, and where applicable, related safeguards.
audit. We also:
From the matters communicated with those charged with
• Identify and assess the risks of material misstatement of the governance, we determine those matters that were of most
standalone financial statements, whether due to fraud or significance in the audit of the standalone financial statements
error, design and perform audit procedures responsive to of the current period and are therefore the key audit matters.
those risks, and obtain audit evidence that is sufficient and We describe these matters in our auditor’s report unless law or
appropriate to provide a basis for our opinion. The risk of regulation precludes public disclosure about the matter or when,
not detecting a material misstatement resulting from fraud is in extremely rare circumstances, we determine that a matter
higher than for one resulting from error, as fraud may involve should not be communicated in our report because the adverse
collusion, forgery, intentional omissions, misrepresentations, consequences of doing so would reasonably be expected to
or the override of internal control. outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements In our opinion and to the best of our information
and according to the explanations given to us, the
1. As required by Section 143(3) of the Act, based on our audit
remuneration paid by the Company to its directors
we report that:
during the year is in accordance with the provisions of
a) We have sought and obtained all the information and section 197 of the Act.
explanations which to the best of our knowledge and
h) With respect to the other matters to be included in
belief were necessary for the purposes of our audit.
the Auditor’s Report in accordance with Rule 11 of the
b) In our opinion, proper books of account as required by Companies (Audit and Auditors) Rules, 2014, as amended
law have been kept by the Company so far as it appears in our opinion and to the best of our information and
from our examination of those books. according to the explanations given to us:
c) The Balance Sheet, the Statement of Profit and Loss i. The Company has disclosed the impact of pending
including Other Comprehensive Income, Statement of litigations on its financial position in its standalone
Changes in Equity and the Statement of Cash Flow dealt financial statements.
with by this Report are in agreement with the relevant
ii. The Group did not have any material foreseeable
books of account.
losses on long-term contracts including derivative
d) In our opinion, the aforesaid standalone financial contracts.
statements comply with the Ind AS specified under
iii. There were no amounts which were required
Section 133 of the Act, read with Rule 7 of the Companies
to be transferred to the Investor Education and
(Accounts) Rules, 2014.
Protection Fund by the Holding Company, and its
e) On the basis of the written representations received subsidiary company incorporated in India.
from the directors as on March 31, 2019 taken on
2. As required by the Companies (Auditor’s Report) Order, 2016
record by the Board of Directors, none of the directors is
(“the Order”) issued by the Central Government in terms
disqualified as on March 31, 2019 from being appointed
of Section 143(11) of the Act, we give in “Annexure B” a
as a director in terms of Section 164 (2) of the Act.
statement on the matters specified in paragraphs 3 and 4 of
f) With respect to the adequacy of the internal financial the Order.
controls over financial reporting of the Company and
the operating effectiveness of such controls, refer to our
separate Report in “Annexure A”. Our report expresses For Jampani & Associates
an unmodified opinion on the adequacy and operating Chartered Accountants
effectiveness of the Company’s internal financial controls (F.R.No. 016581S)
over financial reporting.
Sd/-
g) With respect to the other matters to be included in the J. Ram Sesh Choudary
Auditor’s Report in accordance with the requirements of Hyderabad Partner
section 197(16) of the Act, as amended: 06 May 2019 M.No. 202150

ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT
(Referred to in paragraph 1(f) under ‘Report on Other Legal and for our audit opinion on the internal financial controls system over
Regulatory Requirements’ section of our report to the Members of financial reporting of the Company.
Vishnu Chemicals Limited of even date)
Meaning of Internal Financial Controls Over Financial
Report on the Internal Financial Controls Over Financial Reporting
Reporting under Clause (i) of Sub-section 3 of Section 143 of
A company’s internal financial control over financial reporting is a
the Companies Act, 2013 (“the Act”)
process designed to provide reasonable assurance regarding the
We have audited the internal financial controls over financial reliability of financial reporting and the preparation of financial
reporting of VISHNU CHEMCALS LIMITED (“the Company”) as statements for external purposes in accordance with generally
of March 31, 2019 in conjunction with our audit of the standalone accepted accounting principles. A company’s internal financial
financial statements of the Company for the year ended on that date. control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that,
Management’s Responsibility for Internal Financial Controls
in reasonable detail, accurately and fairly reflect the transactions
The Board of Directors of the Company is responsible for and dispositions of the assets of the company; (2) provide
establishing and maintaining internal financial controls based on reasonable assurance that transactions are recorded as necessary
the internal control over financial reporting criteria established by to permit preparation of financial statements in accordance with
the Company considering the essential components of internal generally accepted accounting principles, and that receipts and
control stated in the Guidance Note on Audit of Internal Financial expenditures of the company are being made only in accordance
Controls Over Financial Reporting issued by the Institute of with authorisations of management and directors of the company;
Chartered Accountants of India. These responsibilities include the and (3) provide reasonable assurance regarding prevention or
design, implementation and maintenance of adequate internal timely detection of unauthorised acquisition, use, or disposition
financial controls that were operating effectively for ensuring the of the company’s assets that could have a material effect on the
orderly and efficient conduct of its business, including adherence financial statements.
to respective company’s policies, the safeguarding of its assets, the
Limitations of Internal Financial Controls Over Financial
prevention and detection of frauds and errors, the accuracy and
Reporting
completeness of the accounting records, and the timely preparation
of reliable financial information, as required under the Companies Because of the inherent limitations of internal financial controls over
Act, 2013. financial reporting, including the possibility of collusion or improper
management override of controls, material misstatements due to
Auditor’s Responsibility
error or fraud may occur and not be detected. Also, projections
Our responsibility is to express an opinion on the internal financial of any evaluation of the internal financial controls over financial
controls over financial reporting of the Company based on our audit. reporting to future periods are subject to the risk that the internal
We conducted our audit in accordance with the Guidance Note on financial control over financial reporting may become inadequate
Audit of Internal Financial Controls Over Financial Reporting (the because of changes in conditions, or that the degree of compliance
“Guidance Note”) issued by the Institute of Chartered Accountants with the policies or procedures may deteriorate.
of India and the Standards on Auditing prescribed under Section
Opinion
143(10) of the Companies Act, 2013, to the extent applicable to
an audit of internal financial controls. Those Standards and the In our opinion, to the best of our information and according to
Guidance Note require that we comply with ethical requirements the explanations given to us, the Company has, in all material
and plan and perform the audit to obtain reasonable assurance respects, an adequate internal financial controls system over
about whether adequate internal financial controls over financial financial reporting and such internal financial controls over financial
reporting was established and maintained and if such controls reporting were operating effectively as at March 31, 2019, based
operated effectively in all material respects. on the internal control over financial reporting criteria established
by the Company considering the essential components of internal
Our audit involves performing procedures to obtain audit evidence
control stated in the Guidance Note on Audit of Internal Financial
about the adequacy of the internal financial controls system over
Controls Over Financial Reporting issued by the Institute of
financial reporting and their operating effectiveness. Our audit of
Chartered Accountants of India.
internal financial controls over financial reporting included obtaining
an understanding of internal financial controls over financial
For Jampani & Associates
reporting, assessing the risk that a material weakness exists, and
Chartered Accountants
testing and evaluating the design and operating effectiveness of
(F.R.No. 016581S)
internal control based on the assessed risk. The procedures selected
depend on the auditor’s judgement, including the assessment of Sd/-
the risks of material misstatement of the financial statements, J. Ram Sesh Choudary
whether due to fraud or error. We believe that the audit evidence Hyderabad Partner
we have obtained, is sufficient and appropriate to provide a basis 06 May 2019 M.No. 202150

ANNEXURE “” TO THE INDEPENDENT AUDITOR’S REPORT
(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ section of our report to the Members
of Vishnu Chemicals Limited of even date)
i. In respect of the Company’s fixed assets:
(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) The Company has a program of verification to cover all the items of fixed assets in a phased manner which, in our opinion, is
reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets
were physically verified by the management during the year. According to the information and explanations given to us, no
material discrepancies were noticed on such verification.
(c) According to the information and explanations given to us, the records examined by us and based on the examination of the
conveyance deeds / registered sale deed provided to us, we report that, the title deeds, comprising all the immovable properties
of land and buildings which are freehold, are held in the name of the Company as at the balance sheet date.
ii. According to the information and explanations given to us, the inventories have been physically verified at reasonable intervals by the
management and no material discrepancies were noticed on such verification.
iii. According the information and explanations given to us, the Company has granted interest free unsecured loan to its wholly owned
subsidiary, covered in the register maintained under section 189 of the Companies Act, 2013. The total loan amount granted in the
earlier years and the actual balance outstanding at the end of the year is ` 989 lakhs (with an amortised value of ` 722.22 lakhs).
According to the information and explanations the terms and conditions of the grant of the loan are not prima facie prejudicial to
the interests of the company. However as no specific terms and conditions with regard to the repayment have been specified, we
are not able to comment on the compliance with schedule of repayment and overdue amount.
iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of
Sections 185 and 186 of the Act in respect of grant of loans, making investments and providing guarantees and securities, as
applicable.
v. According to the information and explanations provided to us, the Company has not accepted deposits in terms of the directives
issued by Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Act and the rules
framed there under and therefore, the provisions of the clause 3 (v) of the Order are not applicable to the Company.
vi. We have broadly reviewed the cost records maintained by the company pursuant to sub-section (1) of section 148 of the Act and are
of the opinion that prima facie the prescribed accounts and records have been made and maintained.
vii. According to the information and explanations given to us, in respect of statutory dues:
a. The company has generally been Irregular in Depositing Undisputed Statutory Dues, including Provident Fund, Employees State
Insurance, Income Tax, Goods and Service Tax, Customs Duty, Cess and other material statutory dues applicable to it with the
appropriate authorities.
b. According to the information and explanations given to us, there are no undisputed amounts payable in respect of Provident
Fund, Employees State Insurance, Income Tax, Goods and Service Tax, Customs Duty, Cess and other material statutory dues in
arrears as at March 31, 2019 for a period of more than six months from the date they became payable except ` 1279.19 lakhs
payable towards Income Tax and interest thereon under the Income Tax Act, 1961 for the periods AY 2014-15 to AY 2018-19
which are yet to be paid.
c. Details of dues of Income Tax, Sales Tax, Service Tax, Excise Duty, and Value Added Tax which have not been deposited as at
March 31, 2019 on account of dispute are given below:
Forum where dispute Period to which the

Nature of the statute Nature of dues Amount in lakhs
is pending amount relates
Income Tax Act, 1961 Income tax CPC AY 2015-16 59.61
Income Tax Act, 1961 Income tax Assessing Officer AY 2013-14 27.77
Income Tax Act, 1961 Income tax Assessing Officer AY 2006-07 46.62
163.28
Income Tax Act, 1961 Income tax CIT (Appeals) AY 2011-12
(` 41.98 lakhs deposited)
53.82
Central Excise Act,1944 Excise Duty CESTAT 1998-99

Forum where dispute Period to which the
Nature of the statute Nature of dues Amount in lakhs
is pending amount relates
7.75
Sales Tax Act Interest on Sales tax Commissioner 1998-99
124.36
Sales Tax Act Sales tax High Court 2008-09
Appellate 2014-15 to 55.40
Sales Tax Act Entry Tax
Commissioner 2017-18 (` 6.92 lakhs deposited)
2006-2007 to 2010- 418.68
Finance Act, 1994 Service Tax CESTAT
11 Stay granted
233.94
Finance Act, 1994 Service Tax CESTAT 2011-12
viii. According to the information and explanations provided to details of related party transactions have been disclosed in the
us, the Company has not defaulted in repayment of loans or standalone financial statements as required by the applicable
borrowings to any financial institution or banks. accounting standards.
ix. The Company has not raised moneys by way of initial public xiv. During the year, the Company has not made any preferential
offer or further public offer (including debt instruments) or allotment or private placement of shares or fully or partly
term loans and hence reporting under clause 3 (ix) of the paid convertible debentures and hence reporting under
Order is not applicable to the Company. clause 3 (xiv) of the Order is not applicable to the Company.
x. To the best of our knowledge and according to the information
xv. In our opinion and according to the information and
and explanations given to us and based on the audit
explanations given to us, during the year the Company has
procedures performed by us, no fraud by the Company or no
not entered into any non-cash transactions with its Directors
material fraud on the Company by its officers or employees
or persons connected to its directors and hence provisions of
has been noticed or reported during the year.
section 192 of the Companies Act, 2013 are not applicable to
xi. In our opinion and according to the information and the Company.
explanations given to us, the Company has paid/provided
xvi. The Company is not required to be registered under section
managerial remuneration in accordance with the requisite
45-IA of the Reserve Bank of India Act, 1934.
approvals mandated by the provisions of section 197 read
with Schedule V to the Act.
xii. The Company is not a Nidhi Company and hence reporting For Jampani & Associates
under clause 3 (xii) of the Order is not applicable to the Chartered Accountants
Company. (F.R.No. 016581S)
xiii. In our opinion and according to the information and Sd/-
explanations given to us, the Company is in compliance with J. Ram Sesh Choudary
Section 177 and 188 of the Companies Act, 2013 where Hyderabad Partner
applicable, for all transactions with the related parties and the 06 May 2019 M.No. 202150

Balance Sheet as at 31st March, 2019 (` in Lakhs)
Particulars Note No. March 31, 2019 March 31, 2018
I ASSETS
(1) Non-current assets
(a) Property, Plant and Equipment 1 32,345.56 33,166.74
(b) Capital work-in-progress 1 1,598.39 710.91
(c) Intangible Assets 1 0.18 1.42
33,944.13 33,879.07
(d) Financial Assets
(i) Investments 2 688.92 539.65
(ii) Loans 3 722.22 658.78
(e) Other non-current assets 4 1,274.85 1,311.03
36,630.12 36,388.53
(2) Current assets
(a) Inventories 5 17,501.72 16,755.44
(b) Financial Assets
(i) Trade receivables 6 12,390.77 13,711.82
(ii) Cash and cash equivalents 7 23.19 99.76
(iii) Bank balances other than (ii) above 8 1,349.21 1,663.45
(iv) Other financial assets 9 56.68 108.15
(c) Other current assets 10 2,859.44 4,263.21
34,181.01 36,601.83
Total Assets 70,811.13 72,990.36
II EQUITY AND LIABILITIES
EQUITY
(a) Equity Share capital 11 1,194.60 1,194.60
(b) Other Equity 12 10,643.61 8,766.16
11,838.21 9,960.76
LIABILITIES
(1) Non-current liabilities
(a) Financial Liabilities
(i) Borrowings 13 16,294.41 16,483.65
(ii) Other Longterm Liabilities 14 - 75.00
(b) Provisions 15 445.75 257.76
(c) Deferred tax liabilities (Net) 16 3,738.77 3,362.48
(d) Other Non-Current Liabilities 17 4,808.82 2,852.00
25,287.75 23,030.89
(2) Current liabilities
(i) Borrowings 18 14,425.58 17,528.76
(ii) Trade payables 19 12,465.38 16,203.42
(iii) Other financial liabilities 20 2,631.37 3,075.42
(b) Other current liabilities 21 2,848.02 1,795.55
(c) Provisions 22 31.25 28.97
(d) Current Tax Liabilities (Net) 23 1,283.57 1,366.59
33,685.17 39,998.71
Total Equity and Liabilities 70,811.13 72,990.36
Accompanying Notes form an integral part of the Financial Statements
per our Report of even date
For Jampani & Associates For and on behalf of the Board of Directors
FRN: 016581S
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J. Ram Sesh Choudary Ch. Manjula Ch. Siddartha
Partner Director Joint Managing Director
M.No: 202150 DIN:01546339 DIN:01250728
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Statement of Profit or Loss for the year ended 31st March, 2019 (` in Lakhs)
For the year ended For the year ended
Particulars Note No.
March 31, 2019 March 31, 2018
1 REVENUE
a. Revenue from Operations 24 66,752.99 56,973.91
b. Other Income 25 432.79 794.46
Total Revenue 67,185.78 57,768.37

2 EXPENSES
a. Cost of Materials Consumed 26 32,360.11 29,672.36
b. Cost of Consumables 27 8,157.53 6,433.56
c. Changes in Inventories of Finished Goods and
28 (1,500.72) (1,560.34)
Work-in-Progress
d. Excise Duty on Sale of Goods - 780.59
e. Employee Benefit Expenses 29 2,686.02 2,223.87
f. Finance Costs 30 4,115.29 4,184.98
g. Depreciation and Amortisation Expense 1,788.11 1,627.80
h. Other Expenses 31 17,048.45 12,695.48
Total Expenses 64,654.79 56,058.30
3 Profit Before Tax 2,530.99 1,710.07
4 Tax Expense 32
a. Current Tax 741.03 535.46
b. Tax pertaining to earlier years 157.06 30.28
c. MAT Credit Entitlement (19.50) (392.74)
d. Deferred Tax 433.74 594.31
1,312.33 767.31
5 Profit / (Loss) For the Period from Continuing Operations 1,218.66 942.76
6 Other Comprehensive Income/ Expense (108.61) (4.94)
Less: Tax on above (37.95) (1.71)
7 Other Comprehensive Income/ Expense (Net of Taxes) (70.66) (3.23)
8 Total Comprehensive Income for the Period (5+7) 1,148.00 939.53
9 Earnings Per Share
Basic & Diluted 10.20 7.89
FRN: 016581S
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M.No: 202150 DIN:01546339 DIN:01250728
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Cash Flow Statement for the year ended 31st March, 2019 (` in Lakhs)
Particulars 2018-19 2017-18
A. CASH FLOWS FROM OPERATING ACTIVITIES
Net Profit after Tax and Extraordinary items 1,218.66 942.76
Adjustments for :
Depreciation 1,788.11 1,627.81
Defered Tax 414.24 201.57
Net Income Tax Provision 741.03 535.46
Income Tax pertaining to earlier years 157.06 30.28
Finance Cost 3,953.52 4,184.98
Interest Earnings (135.02) (120.32)
Sundry Balances written back (32.30) -
Fair Value Gain on Investments (7.27) 1.95
Loss on sale of fixed assets 2.06 25.65
Fixed Assets discarded 77.36 -
Provision for loss of investment in subsidiary - 23.62
Provision for doubtful debts - 20.55
Provision for obsolete stores 4.30 4.58
Effect of unwinding of interest on loan from Directors 124.45 63.92
Effect of unwinding of interest on interest free deposits from suppliers 37.32 -
Effect of unwinding of interest on loan to Subsidiary (63.43) (57.86)
Other comprehensive income (108.61) (4.94)
Operating profit before working Capital changes 8,171.48 7,480.00
Adjustments for Changes in:
Trade Receivables 406.47 (1,135.45)
Inventories (750.58) (743.51)
Other current and non current assets 1,663.66 (397.31)
Trade Payables (3,705.74) 4,234.98
Other Current and non current liabilities 4,621.10 (688.44)
Net changes in working capital 2,234.91 1,270.27
Dividend paid (119.46) -
Direct Tax paid (1,182.31) (913.55)
933.14 356.72
Net Cash Flow from operating activities 9,104.62 7,836.72
B. CASH FLOWS FROM INVESTING ACTIVITIES :
Purchase of Fixed Assets / capital work in progress (1,960.82) (3,093.46)
Sale of Fixed Assets 28.22 30.00
Interest Received 135.02 120.32
Net Cash Flow from Investing Activities (1,797.58) (2,943.14)
C. CASH FLOWS FROM FINANCING ACTIVITIES :
Repayment of term liabilities (2,005.54) (2,085.79)
Increase in Short term borrowings (1,424.55) 1,059.82
Interest paid (3,953.52) (3,857.99)
Net Cash Flow from financing activities (7,383.61) (4,883.96)
Net increase / Decrease in cash and cash equivalents (76.57) 9.62
Cash and cash equivalents as at 01-04-2018 99.76 90.14
Cash and Cash equivalents as at 31.3.2019 23.19 99.76
FRN: 016581S
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M.No: 202150 DIN:01546339 DIN:01250728
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Statements of changes in Equity as at 31st March, 2019
a. Equity Share Capital (` in Lakhs)
Equity shares of ` 10 each issued, subscribed and Number of shares Amount in ` in Lakhs
fully paid-up March 31, 2019 March 31, 2018 March 31, 2019 March 31, 2018
Balance as at the beginning of the year 11,946,020 11,946,020 1,194.60 1,194.60
Changes in share capital during the year - - - -
Balance as at the end of the year 11,946,020 11,946,020 1,194.60 1,194.60
Note:12
b. Other Equity
For the year ended March 31, 2019 (` in Lakhs)
Items of Other
Reserves and Surplus Total
Comprehensive Income
Effect of Effect of
Particulars Amortization of Amortization of
Capital General Retained Remeasurement of Net
Interest free loans Interest free long
Reserve Reserve Earnings Defined Benefit Plans
from Promoter term Deposits
Directors from suppliers
Balance as at April 01, 2018 0.86 659.07 7,867.78 268.99 - (30.54) 8,766.16
Add/(less) Profit for the year
1,218.66 1,218.66
(Net of Taxes)
Add/(less) Additions during the year 460.97 412.50 873.47
Add/(less) Other Comprehensive
(70.66) (70.66)
Income for the year (net of taxes)
Less: Dividend (119.46) (119.46)
Less: Corporate dividend tax (24.56) (24.56)
Balance as at March 31, 2019 0.86 659.07 9,230.45 729.96 412.50 (101.20) 10,643.61
Items of Other
Reserves and surplus Total
Comprehensive Income
Effect of Effect of
Particulars Amortization of Amortization of
Capital General Retained Remeasurement of Net
Interest free loans Interest free long
Reserve Reserve Earnings Defined Benefit Plans
from Promoter term Deposits
Directors from suppliers
Balance as at April 01, 2017 0.86 659.07 6,925.02 268.99 - (27.31) 7,826.63
Add/(less) Profit for the year 942.76 - 942.76
Add/(less) Other Comprehensive
(3.23) (3.23)
Income for the year (net of taxes)
Less: Dividend -
Less: Corporate dividend tax -
Less :Transfer to general reserve -
Balance as at March 31, 2018 0.86 659.07 7,867.78 268.99 - (30.54) 8,766.16
FRN: 016581S
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M.No: 202150 DIN:01546339 DIN:01250728
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BASIS OF PREPARATION OF FINANCIAL STATEMENTS
AND SIGNIFICANT ACCOUNTING POLICIES:
1. Basis of Preparation of Financial Statements and assumptions are based on the information available
a) Statement of Compliance at that point in time, the actual results could differ from
these estimates. Estimates and underlying assumptions
The financial statements have been prepared in
are reviewed on an ongoing basis. Revisions to accounting
accordance with Indian Accounting Standards
estimates are recognised in the period in which the estimates
(Ind AS) prescribed under Section 133 of the Companies Act,
are revised and in any future periods affected
2013 (“the Act”) read with Companies (Indian Accounting
Standards) Rules as amended from time to time and other Critical estimates and judgments in applying accounting
relevant provisions of the Act, as applicable. policies
b) Basis of Preparation Estimates and judgments made in applying accounting
policies that have significant effect on the amounts
The financial statements have been prepared on a going
recognized in the financial statements are as follows:
concern basis and on an accrual method of accounting.
Historical cost is used in preparation of the financial i) Property, Plant and Equipment
statements except as otherwise mentioned in the policy. The charge in respect of periodic depreciation is derived
c) Functional and Presentation currency after estimating the asset’s expected useful life and
the expected residual value at the end of its life. The
The financial statements are prepared in INR, which is the
depreciation method, useful lives and residual values
Company’s functional currency.
of Company’s assets are estimated by management
d) Current versus non-current classification at the time the asset is acquired and reviewed during
The Company presents assets and liabilities in the balance each financial year.
sheet based on current/ non-current classification. An asset ii) Employee Benefit Plans
is treated as current when it is:
Employee defined benefit plans and long term
- expected to be realised or intended to be sold or benefit plans are measured on the basis of actuarial
consumed in normal operating cycle, assumptions. However, any changes in these
- held primarily for the purpose of trading, assumptions may have impact on the reported amount
- expected to be realised within twelve months after the of obligation and expenses.
reporting period, or 2. Significant Accounting Policies:
- Cash or cash equivalent unless restricted from being i. Property, Plant and Equipment
exchanged or used to settle a liability for at least twelve Property, plant and equipment are stated in the Balance
months after the reporting period. Sheet at cost less accumulated depreciation and accumulated
All other assets are classified as non-current. impairment losses, if any. Cost includes purchase price (net
A liability is current when: of reimbursable taxes), attributable expenditure incurred in
bringing the asset to its working condition for the intended
- it is expected to be settled in normal operating cycle,
use and cost of borrowing till the date of capitalization in the
- it is held primarily for the purpose of trading, - it is due case of assets involving material investment and substantial
to be settled within twelve months after the reporting lead time.
period, or
Depreciation is provided on Straight Line Method in respect
- there is no unconditional right to defer the settlement of assets situated at Bhilai, Jeedimetla (API), Corporate Office
of the liability for at least twelve months after the and Vizag Units and on Written down value Method with
reporting period. respect to assets situated at Kazipally Unit, by considering
The Company classifies all other liabilities as non-current. the useful life of the assets as specified in Schedule II of the
Deferred tax assets and liabilities are classified as Companies Act, 2013.
non-current assets and liabilities. Depreciation methods, useful lives and residual values are
The operating cycle is the time between the acquisition of reviewed in each financial year and changes, if any, are
assets for processing and their realisation in cash and cash accounted for prospectively. Leased assets are depreciated
equivalents. The Company has identified twelve months as over the shorter of the lease term and their useful lives
its operating cycle. unless it is reasonably certain that the Company will obtain
ownership by the end of the lease term. Freehold land is not
e) Use of Estimates and Judgments
depreciated.
The preparation of financial statements in conformity with
ii. Intangible Assets
Ind AS, requires the Management to make estimates and
assumptions that affect the reported amounts of assets Intangible assets acquired separately are measured on initial
and liabilities and disclosure of contingent liabilities as on recognition at cost. Following initial recognition, intangible
the date of the financial statements and the income and assets are carried at cost less any accumulated amortization
expenditure for the reporting year. Though, these estimates and accumulated impairment losses.

Intangible assets with finite lives are amortized over the the carrying amount exceeds the recoverable amount
useful economic life, reviewed regularly, and are assessed of the cash generating units. Recoverable amount is
for impairment whenever there is an indication that the the higher of cash-generating unit’s fair value less costs
intangible asset may be impaired. of disposal and its value in use.
Expenditure on research activities is recognized in the An impairment loss is reversed if there has been
statement of profit and loss as incurred. Expenditure on a change in the estimates used to determine the
development activities is capitalized only if the expenditure recoverable amount.
can be measured reliably, the product or process is technically b. Financial Assets
and commercially feasible future economic benefits are
The loss allowance in respect of trade receivables is
probable and the company intends to and has sufficient
at an amount equal to lifetime expected credit losses.
resources to complete development and to use or sell the
The loss allowance in respect of all other financial
asset.
assets is measured at an amount equal to lifetime
iii. Investments in Subsidiaries expected credit losses if the credit risk on that financial
Investments in subsidiaries are accounted at cost less instrument has increased significantly since initial
impairment losses, if any. recognition. Otherwise, the loss allowance is measured
If the intention of the management is to dispose the at an amount equal to 12- month expected credit
investment in near future, it is classified as held for sale and losses.
measured at lower of its carrying amount and fair value less vi. Inventories
costs to sell. Inventories are valued at lower of cost, determined on First-
iv. Financial Instruments in-First-Out (FIFO) basis, or net realizable value. Inventories
Financial instruments are classified as: comprise of raw materials, stores, spares & consumables
and finished goods. Cost of Inventories comprises all cost
• Financial assets, measured at (a) amortized cost and
of purchase (net of reimbursable taxes), cost of conversion
(b) fair value through Profit and Loss (“FVTPL”)
and other cost incurred in bringing the inventories to their
• Financial liabilities carried at amortized cost. present location and condition.
All financial instruments are recognized initially at fair value. Net realizable value is the estimated selling price in the
Transaction costs that are attributable to the acquisition of ordinary course of business, less estimated costs of
the financial asset (other than financial assets recorded at completion and the estimated costs necessary to make the
fair value through profit or loss) are included in the fair value sale.
of the financial assets.
vii. Revenue Recognition:
Subsequently, financial assets are measured as follows:
Effective April1, 2018, the company adopted Ind AS
a) Amortized Cost 115“Revenue from Contracts with Customers” using the
A financial asset shall be measured at amortized cost if cumulative catch-up transition method, applied to contracts
both of the following conditions are met: that were not completed as of April1, 2018. The core principal
• the financial asset is held within a business model of the new standard is that an entity should recognize
whose objective is to hold financial assets in order revenue to depict the transfer of promised goods or services
to collect contractual cash flows and to customers in an amount that reflects the consideration
to which the entity expects to be entitled in exchange for
• the contractual terms of the financial asset give
those goods or services. In accordance with the cumulative
rise on specified dates to cash flows that are
catch-up transition method, the comparatives have not been
solely payment of principal and interest on the
retrospectively adjusted. The effect on adoption of Ind AS
principal amount outstanding.
115 was insignificant.
Financial assets under this category are measured
Revenue is recognized upon transfer of control of promised
initially at fair value plus transaction costs and
products or services to customers in an amount that reflects
subsequently carried at amortized cost using the
the consideration we expect to receive in exchange for those
effective interest method, less any impairment loss.
products or services
b) Fair Value Through Profit and Loss Account
Other income is comprised primarily of interest income,
Financial instruments classified in this category are dividend income, gain/loss on investments and exchange
subsequently carried at fair value with changes gain/loss on forward and options contracts and on
recorded in the statement of profit or loss. Directly translation of other assets and liabilities. Interest income
attributable transaction costs are recognized in Profit is recognized using the effective interest method. Claims
and Loss account as incurred. for export incentives/ duty drawbacks, duty refunds and
Financial liabilities are measured subsequently at insurance are accounted when the right to receive payment
amortized cost using effective interest method. is established.
v. Impairment of Assets viii. Provisions
a. Non-Financial Assets Provisions are recognized if, as a result of a past event, the
The carrying amount of cash generating units is Company has a present legal or constructive obligation that
reviewed at each reporting date where there is any can be estimated reliably, and it is probable that an outflow
indication of impairment. An impairment loss is of economic benefits will be required to settle the obligation.
recognized in the statement of profit and loss where Where the effect of time value of money is material,

provisions are determined and maintained by discounting prevailing at the dates of the respective transactions. Foreign
the expected future cash flows, wherever applicable. exchange gains and losses resulting from the settlement of
ix. Borrowing Costs such transactions and from the translation at the exchange
rates prevailing at reporting date of monetary assets and
Borrowing costs attributable to a qualifying asset are
liabilities denominated in foreign currencies are recognized
capitalized as a part of the cost of such assets and other
in the statement of profit and loss and reported within
borrowing costs are recognized as an expense in the year of
foreign exchange gains / (losses).
incurrence.
Non-monetary assets and liabilities denominated in a foreign
x. Leases
currency and measured at historical cost are translated at the
At the inception of an arrangement, the Company determines exchange rate prevalent at the date of transaction.
whether such an arrangement is or contains a lease. Upon
xiii. Earnings Per Share
initial recognition, assets taken on finance lease are capitalized
at an amount equal to the lower of their fair value and the Basic earnings per share is computed by dividing the profit
present value of the minimum lease payments. Minimum lease or loss after tax by the weighted average number of equity
payments made under finance leases are apportioned between shares outstanding during the year including any potential
the finance expense and the reduction of the outstanding dilution resulting in issue of additional equity shares based
liability. The finance expense is allocated to each period during on contractual terms and obligations. Diluted earnings per
the lease term so as to produce a constant periodic rate of share is computed by dividing the profit / (loss) after tax as
interest on the remaining balance of the liability. adjusted for dividend, interest and other charges to expense
or income (net of any attributable taxes) relating to the
Lease rentals arising under operating leases are recognized
dilutive potential equity shares, by the weighted average
in the statement of profit and loss on a straight-line basis
number of equity shares considered for deriving basic
over the lease term except where the increment in lease
earnings per share.
rentals is in line with general rate of inflation.
xiv. Statement of Cash Flows
xi. Employee Benefits
Cash flows are reported using the indirect method, whereby
The Company’s contribution to Provident and Pension fund
profit/ (loss) before tax is adjusted for the effects of
for the employees is covered under defined contribution plan
transactions of non-cash nature and any deferrals or accruals
and is recognized as employee benefit expense in statement
of past or future cash receipts or payments. Cash flows for
of profit and loss in the periods during which services are
the year are classified by operating, investing and financing
rendered by employees.
activities.
The Company’s Gratuity scheme for its employees is
xv. Taxes on Income
a defined benefit retirement benefit plan. The liability
recognized in the balance sheet in respect of defined benefit Income tax comprises current and deferred tax. Income tax
plan is the present value of the defined benefit obligation expense is recognized in the statement of profit and loss
at the end of the reporting period less the fair value of plan except to the extent it relates to items directly recognized in
assets. The defined benefit obligation is calculated annually equity or in other comprehensive income.
by independent actuaries using the projected unit credit i. Current income tax
method. Current income tax for the current and prior periods
Defined benefit costs are categorized as follows: are measured at the amount expected to be recovered
• service cost from or paid to the taxation authorities based on the
taxable income for the period.
• net interest expense or income; and
The tax rates and tax laws used to compute the current
• re-measurement
tax amount are those that are enacted or substantively
The Company presents the first two components of defined enacted by the reporting date and applicable for the
benefit costs in the statement of profit and loss in the line period. The Company offsets current tax assets and
item ‘Employee benefit expenses’. current tax liabilities, where it has a legally enforceable
Re-measurements comprising actuarial gains and losses right to set off the recognized amounts and where it
as well as the difference between the return on plan intends either to settle on a net basis or to realize the
assets and the amounts included in net interest on the net asset and liability simultaneously.
defined benefits liability (asset) are recognized in other ii. Deferred income tax
comprehensive income, net of income tax.
Deferred income tax is recognized using the balance
Other Long term employee benefit comprise of leave sheet approach. Deferred income tax assets and
encashment which is provided for based on the actuarial liabilities are recognized for deductible and taxable
valuation carried out as at the end of the year. Liability is temporary differences arising between the tax base
measured at the present value of the estimated future cash of assets and liabilities and their carrying amount
outflows expected to be made by the Company in respect in financial statements. Deferred tax is measured
of services provided by employees up to the reporting date. using the tax rates and laws enacted or substantially
Re-measurements and other expenses related to long term enacted at the reporting date. Deferred tax assets
benefit plans are recognized in statement of profit and loss. are recognized and carried forward to the extent that
xii. Foreign Currency Transactions and balances there is a reasonable certainty that sufficient future
Transactions in foreign currency are translated into the taxable income will be available against which such
respective functional currencies using the exchange rates deferred tax assets can be realized.

76
NOTE 1
STATEMENT OF FIXED ASSETS & DEPRECIATION (` in Lakhs)
GROSS BLOCK DEPRECIATION AND AMORTISATION NET BLOCK

Additions Capitalised Deletions Deletions
As at As at As at Depreciation As at As at As at
during the during the during the during the
01.04.2018 31.03.2019 01.04.2018 for the year 31.03.2019 31.03.2019 31.03.2018
Year Year year year
A Tangible Assets
1 Freehold land 770.05 127.20 - - 897.25 - - - - 897.25 770.05
2 Buildings 8,797.88 64.38 102.11 - 8,964.36 2,567.46 376.94 - 2,944.40 6,019.96 6,230.42
3 Improvements to
310.67 46.05 - - 356.72 2.70 33.58 - 36.27 320.44 307.98
Leasehold Buildings
4 Plant & Machinery 34,808.47 396.65 321.85 176.46 35,350.51 9,457.52 1,270.77 74.36 10,653.93 24,696.57 25,350.95
5 Lab Equipment 181.83 - - 4.88 176.95 106.53 19.52 4.64 121.42 55.53 75.30
6 R & D Equipment 392.83 - - 38.14 354.69 385.19 - 37.83 347.36 7.33 7.64
7 Data Process
81.97 1.70 - 24.32 59.34 75.68 3.41 24.32 54.77 4.58 6.29
Equipment
8 Office Equipment 212.23 8.24 - 17.10 203.37 80.12 32.31 16.55 95.87 107.49 132.11
9 Furniture & Fixtures 201.52 3.15 - 26.22 178.45 89.95 16.06 21.58 84.42 94.03 111.57
10 Vehicles 422.26 2.03 - 25.44 398.84 247.81 34.28 25.64 256.46 142.38 174.44
Total (A) 46,179.71 649.40 423.96 312.56 46,940.48 13,012.96 1,786.87 204.92 14,594.90 32,345.56 33,166.75
B Intangible Assets
11 Computer
17.07 - - - 17.07 15.65 1.24 - 16.89 0.18 1.42
Software
Total (B) 17.07 - - - 17.07 15.65 1.24 - 16.89 0.18 1.42
- - - - - - - - - - -
C Capital Works in
Progress:
12 Civil Works Under
10.95 355.50 102.11 - 264.34 - - - - 264.34 10.95
Construction
13 Plant & Machinery
605.04 955.94 321.85 - 1,239.13 - - - - 1,239.13 605.04
under erection
14 Pre-Operative
Exp., Pending 94.92 - - - 94.92 - - - - 94.92 94.92
Capitalisation
Total (C) 710.91 1,311.44 423.96 - 1,598.39 - - - - 1,598.39 710.91
TOTAL (A+B+C) 46,907.69 1,960.84 - 312.56 48,555.94 13,028.61 1,788.11 204.92 14,611.79 33,944.13 33,879.08
VISHNU CHEMICALS limited

Note 2
NON CURRENT FINANCIAL ASSETS - INVESTMENTS (` in Lakhs)
Particulars March 31, 2019 March 31, 2018

i Investment in Equity Instruments of Subsidiary Companies
(Unquoted at Cost)
a. Nil (2,83,000) Equity Shares of HKD 1 each in Vishnu Hong Kong Limited - 23.62
Less: Provision for Impairment - (23.62)
Net Value of Investment - 0.001
b. 8,72,74,950 (8,63,94,950) Equity Shares of face value of ` 10/- each in
Vishnu Barium Private Limited * 576.08 488.08
ii Investment in Equity Instruments of other Companies
Unquoted (At Fair Value through Profit and Loss)
a. Equity Shares in Koganti Power Limited 0.001 0.001
(60,000 (60,000) Nos. each ` 10/- Fully paid up, acquired at a cost of ` 600,000) -
Net of impairment recognised.
b. Equity Shares in Sireen Drugs Private Limited 0.001 0.001
(1,000 (1,000) Nos. each ` 10/- Fully paid up, acquired at a cost of ` 10,000) -
Net of impairment recognised.
iii Investment in Bonds
(Unquoted at cost)
IDBI Bonds - 6 (6) Bonds of ` 5,000 each 0.30 0.30
iv Investments in Mutual Funds
a. PNB - Principal focused multicap fund - regular plan growth - 39,138 (39,138) units,
24.75 22.84
Cost ` 10,00,000
b. UBI -Union asset allocation fund - growth- 0 (39,990) Units, Cost ` 3,99,900 - 6.05
c. UBI -Union Balanced advantage fund regular plan - growth- 60,339 (0) Units, Cost
6.38 -
` 6,35,373
d. UBI-Union Equity Savings Fund Regular Plan - 19,990 (0) Units, Cost ` 1,99,990 2.08 -
e. UBI-Union Corporate Bond Fund Regular plan - 5,00,000 (0) Units,
53.47 -
Cost ` 50,00,000
f. Reliance Balanced Advantage Fund - Growth Plan - 2,352 (0) Units,
2.14 -
Cost ` 2,00,000
g. SBI Magnum Equity ESG Fund regular growth - 12,136 (12,136) Units,
12.70 11.24
Cost ` 5,00,000
h. SBI Life Smart Wealth Builder - 64,364 (26,959) Units, Cost ` 10,00,000 11.02 11.14
688.92 539.65
Disclosures:
Aggregate amount of quoted investments 85.35 29.00
Aggregate amount of market value of quoted investments 112.54 51.27
Aggregate amount of unquoted investments * 576.08 488.39
Aggregate amount of impairment in value of investments - 23.62
* The amount of fair value adjustment on account of interest free loan given to subsidiary company is included in the cost of investment.
Note 3
NON CURRENT FINANCIAL ASSETS - LOANS
Unsecured, Considered Good:
Loan to Subsidiary (at amortized cost) 722.22 658.78
722.22 658.78
Disclosures:
The loan to subsidiary is interest-free and is unsecured in nature.

Note 4
OTHER NON-CURRENT ASSETS (` in Lakhs)
a. Capital Advances 720.42 792.08
b. Deposits 554.43 518.95
1,274.85 1,311.03
Note 5
INVENTORIES
Valued at Cost or Net Realisable Value, whichever is lower
a. Raw Materials 3,681.48 4,300.81
b. Work-in-progress 3,202.02 3,231.10
c. Finished Goods 9,180.00 7,650.20
d. Stores, Spares & Packing 1,447.09 1,577.91
Provision for obsolescence of non-moving stores (8.87) (4.58)
1,438.22 1,573.33
17,501.72 16,755.44
Note 6
CURRENT FINANCIAL ASSETS -TRADE RECEIVABLES
a. Unsecured, Considered Good 12,390.77 13,711.82
b. Unsecured, Considered Doubtful - 20.55
Less: Provision for Doubtful Debts - (20.55)
12,390.77 13,711.82
Disclosures:
The above debtors include ` Nil (Previous year: ` 5.44 lakhs) receivable from Subsidiary Company.
Note 7
CURRENT FINANCIAL ASSETS - CASH AND CASH EQUIVALENTS
a. Balances with Banks 20.19 98.11
b. Cash on Hand 3.00 1.65
23.19 99.76
Note 8
CURRENT FINANCIAL ASSETS - BANK BALANCES OTHER THAN ABOVE
a. Margin Money Deposit in Banks against LCs & BGs 1,341.04 1,657.67
b. Unpaid Dividend Accounts 8.17 5.78
1,349.21 1,663.45
Note 9
CURRENT FINANCIAL ASSETS - OTHER FINANCIAL ASSETS
a. Salary and other Advances recoverable in cash or kind 16.76 40.60
b. Interest Receivable 39.92 67.55
56.68 108.15

Note 10
OTHER CURRENT ASSETS (` in Lakhs)
March 31, 2019 March 31, 2018
1. Loans and Advances to Related Parties
a. Advances against Services to interested concerns - 162.40
b. Advances to Subsidiary - 10.51
2. Others
a. Advances to Suppliers 412.94 1,152.48
b. Balances with Government Authorities 2,420.07 2,905.26
c. Prepaid Expenses 26.43 32.56
2,859.44 4,263.21
Note 11
EQUITY SHARE CAPITAL
Authorised Share Capital
15,000,000 Equity Shares of ` 10/- par value 1,500.00 1,500.00
1,500.00 1,500.00
Issued, Subscribed and Fully Paid-up Capital
At the beginning and close of the year
11,946,020 Equity Shares of ` 10/- par value each 1,194.60 1,194.60
1,194.60 1,194.60
Disclosures:
1. The Company has only one class of equity shares at a par value of ` 10. All the equity shares carry equal rights and obligations
including for dividend and with respect to voting rights.
2. Names of shareholders holding more than 5% of the Share capital and their shareholding.
EQUITY SHARES
S.No. Name of shareholder March 31, 2019 March 31, 2018
1 Sri. Ch. Krishna Murthy - No of Shares 6,219,790 6,219,790
- % held 52.07 52.07
2 Smt. Ch. Manjula - No of Shares 1,614,048 1,614,048
- % held 13.51 13.51
3 Sri. Ch. Siddartha - No of Shares 1,125,668 1,125,668
- % held 9.42 9.42
Note 13
NON-CURRENT FINANCIAL LIABILITIES - BORROWINGS
March 31, 2019 March 31, 2018
A. Secured:
1. Term Loans:
From Banks 6,574.62 8,013.73
2. Long Term Maturities of Finance Lease Obligations:
From Banks 38.35 33.45
From NBFCs 20.32 45.00
B. Unsecured:
1. Loans and Advances from Related Parties:
Loans from promoters (at amortised cost) 1,997.37 727.72
2. Cumulative Redeemable Preference Shares

March 31, 2019 March 31, 2018
76637500, 7% Cumulative Redeemable Preference Shares of ` 10/- par value each 7,663.75 7,663.75
16,294.41 16,483.65
Disclosures:
A. Secured
1. Term Loans from banks represents loans from Consortium of Bankers - State Bank of India, Andhra Bank, Indian Overseas Bank
and Union Bank of India. Term Loans are secured by charge on the assets acquired out of the term loan and charge on entire
existing movable/ immovable assets of the Company. The above loans are further secured by personal guarantee of promoters
and others. All the above securities rank in all respects pari passu amongst the consortium of bankers.
2. The term loans are repayable in predetermined periodic instalments outstanding up to 7 years period from the date of respective
loan. These are repayable by 2023-24 and carry an average interest of 11.7% p.a. The aggregate amount of instalments
outstanding as on March 31, 2019 is ` 8,065.59 Lakhs (March 31, 2018 ` 10,008.93 Lakhs)
3. The hire purchase loans are secured against the assets purchased out of those loans. The net carrying amount of assets acquired on
hire purchase as on 31st March 2019 is ` 196.18 Lakhs (March 31, 2018: ` 198.12 Lakhs). The company had capitalized the assets
at their fair value considering that the hire purchase agreements are in the nature of Finance Lease. The details are as follows:-

Minimum Lease Payments outstanding
Within one Year 81.08 54.56
Later than one year and not later than five years 61.93 87.47
Future Interest on outstanding Lease payments
Present Value of Minimum Lease Payments
B) Unsecured Loans:
1 Loans from Promoters:
The loans from promoters are interest-free and unsecured in nature. There are no specified terms and conditions, however the
same are amortised using effective interest rate.
C) Cumulative Redeemable Preference Shares
During the previous year , the Company has issued and allotted 7,66,37,500 7% Cumulative Redeemable Preference Shares (CRPS)
of face value of ` 10/- each aggregating ` 76,63,75,000/- to the existing 7% Cumulative Redeemable Preference Shareholders
in lieu of their existing 4,75,00,000 7% Cumulative Redeemable Preference Shares of face value of ` 10/- each aggregating
` 47,50,00,000/- and the outstanding accumulated dividend thereon up to March 31, 2017 amounting to ` 29,13,75,000.
The redemption tenure has also been extended from 10 to 15 years and are now redeemable by 31-03-2033. During the year,
preference shareholders have given their consent to forego 6% of the 7% preference dividend for the financial year 2018-19. Refer
to Note No. 38.
- % held 92.80 92.80
- % held 6.88 6.88
3 Sri. Ch. Siddartha - No of Shares 244,500 244,500
- % held 0.32 0.32
Note 14
OTHER NON-CURRENT FINANCIAL LIABILITIES
Other Long Term Liabilities - 75.00
- 75.00

Note 15
NON-CURRENT PROVISIONS (` in Lakhs)
March 31, 2019 March 31, 2018
Provision for Employee Benefits (Net of Fund Assets) 445.75 257.76
445.75 257.76
Note 16
DEFERRED TAX LIABILITIES (NET)
1. Deferred Tax Liability
Property, Plant and Equipment 4,552.48 4,112.01
2. Deferred Tax Assets
Provisions allowable on payment basis 169.79 125.11
Unused Tax Credits (MAT Credit Entitlement) 643.92 624.42
Net Deferred Tax Liability 3,738.77 3,362.48
The gross movement in the deferred income tax account for the financial years ended March 31, 2019 and March 31, 2018, is as follows -
a. Net deferred tax liability at the beginning 3,362.48 3,133.09
b. Accelerated depreciation for tax purposes 440.46 626.39
c. Provisions allowable on payment basis (6.72) (45.98)
d. Temporary differences on Other Comprehensive Income (37.95) (1.71)
e. Transition items - 13.91
f. MAT Credit Entitlement (19.50) (363.21)
g. Net deferred tax liability at the end 3,738.77 3,362.48
Note 17
OTHER NON-CURRENT LIABILITIES
Security Deposits 3,819.82 2,852.00
Loan from Subsidiary 989.00 -
4,808.82 2,852.00
Disclosure:
The loan from subsidiary carries interest of 9% per annum and is unsecured in nature.
Note 18
CURRENT FINANCIAL LIABILITIES - BORROWINGS
A. Secured:
Loans repayable on demand
From Banks
a. Working capital - Cash Credit 10,807.40 12,231.95
b. Working Capital - Bill Discounting 3,093.60 4,008.18
B. Unsecured:
a. Loans from Promoters 45.00 626.89
b. Other Short Term obligations 479.58 661.74
14,425.58 17,528.76
Disclosures:
A) Secured Loans:
1. The Rate of interest for loans repayable on demand from consortium of banks ranges from MCLR+3.80% to +4.95%
2. Interest rate for the Bill Discounting facility ranges from 9.10% to 14.25%
3 Security:
Working Capital Loans from Consortium Bankers consisting of State Bank of India, Union Bank of India, Indian Overseas Bank
and Andhra Bank are secured by first pari passu charge by way of hypothecation of inventories, book debts and other current
assets of the company, and second pari passu charge on the fixed assets of the company. The promoters have extended their
personal assets as securities i.e. land, plots, buildings, shares etc.
3 Guarantees:
All the above loans are guaranteed by the Promoters.
B) Unsecured Loans:
Loans from Promoters disclosed here are short term in nature. There are no specified terms and conditions.

Note 19
CURRENT FINANCIAL LIABILITIES - TRADE PAYABLES (` in Lakhs)
March 31, 2019 March 31, 2018
Trade payables - Due to Micro Small and Medium Enterprises 94.04 27.71
Trade payables - Other parties 12,202.75 16,133.21
Trade payables - Related parties 168.59 42.50
12,465.38 16,203.42
Disclosures:
The principal amount remaining unpaid as at 31.03.2019 in respect of enterprises covered under the Micro, Small and Medium Enterprises
Development Act, 2006 (MSMED) is ` 94.04 Lakhs (31.03.2018 - ` 27.71 Lakhs). The interest amount computed based on the provisions
under Section 16 of the MSMED is ` 4.51 Lakhs
The list of undertakings covered under MSMED was determined by the company on the basis of information available with it after getting
confirmation from Suppliers.
Note 20
OTHER CURRENT FINANCIAL LIABILITIES
Current maturities of long term debt 1,466.57 1,960.50
Current maturities of finance lease obligations 70.88 48.60
Interest accrued and due on borrowings - 67.18
Cumulative Unpaid Preference Dividend 409.14 332.50
Dividend Distribution Tax on Preference Dividend 676.61 660.86
Unclaimed dividends 8.17 5.78
2,631.37 3,075.42
Note 21
OTHER CURRENT LIABILITIES
Advance from Customers 407.12 382.42
Advance from Subsidiary against Sales 696.37 998.21
Creditors for Capital Expenditure 169.90 172.02
Advance from others 8.69 10.00
Other payables
a. Statutory dues Payable 1,565.94 232.90
2,848.02 1,795.55
Note 22
CURRENT PROVISIONS
1. Provision for Employee Benefits (Net of Fund Assets) 31.25 28.97

31.25 28.97
Note 23
CURRENT TAX LIABILITIES
Provision for Income Tax
1,283.57 1,366.59
1,283.57 1,366.59

Note 24
REVENUE FROM OPERATIONS (` in Lakhs)
PARTICULARS
March 31, 2019 March 31, 2018
1. Sale of Products (including excise duty in FY 2017-18) 65,930.41 56,260.43
2. Other Operating Revenues
a. Sale of Scrap 121.33 68.18
b. Testing Charges 103.34 110.95
c. Export Incentives 597.91 534.35
822.58 713.48
66,752.99 56,973.91
Note 25
OTHER INCOME
1. Interest Income
a. Interest Income on bank and other deposits 135.02 120.32
b. Unwinding of interest on loan given to Subsidiary 63.43 57.87
2. Other Non-Operating Income
a. Insurance Claim Received 1.67 1.00
b. Profit on Sale on Assets 0.33 -
c. Net Gain on Foreign Currency Translation and Transactions - 617.22
d. Balances Written Back (Net) 32.30 -
e. Other Income 192.77 -
f. Fair value gain / (Loss) on Investments 7.27 (1.95)
432.79 794.46
Note 26
COST OF MATERIAL CONSUMED
Opening Stock 4,300.81 5,087.84
Add: Purchase 31,740.78 28,885.33
Total 36,041.59 33,973.17
Less: Closing Stock 3,681.48 4,300.81
32,360.11 29,672.36
Note 27
COST OF CONSUMABLES
Consumption of Petcoke 1,458.55 1,422.62
Consumption of Furnace Oil 2,356.82 1,110.84
Consumption of Husk 690.21 443.63
Consumption of Coal 2,887.48 2,226.10
Consumption of LDO/Kerosene 764.47 1,230.37
8,157.53 6,433.56
Note 28
CHANGES IN INVENTORIES OF FINISHED GOODS,WORK-IN-PROGRESS AND STOCK-IN-TRADE
1. Finished Goods
a. Opening Stock: 7,650.20 6,481.01
b. Closing Stock: 9,180.00 7,650.20
(1,529.80) (1,169.19)
2. Work-in-progress
a. Opening Stock: 3,231.10 2,839.95
b. Closing Stock: 3,202.02 3,231.10
29.08 (391.15)
Total Decrease / (Increase) (1,500.72) (1,560.34)

Note 29
EMPLOYEE BENEFITS EXPENSE (` in Lakhs)
PARTICULARS
March 31, 2019 March 31, 2018
Salaries & Wages 2,305.40 1,956.63
Contribution to Provident and Other Funds 239.51 154.44
Staff Welfare Expenses 141.11 112.80
2,686.02 2,223.87
Note 30
FINANCE COSTS
Interest Expense 2,357.30 2,380.83
Interest on Others 645.07 604.53
Unwinding of Interest/Discount on Financial Instruments 161.77 63.92
Other Borrowing Costs 858.76 735.51
Preference Dividend 76.64 332.50
4,115.29 4,184.98
Note 31
OTHER EXPENSES
Power 2,806.59 2,600.68
Equipment Hire Charges 458.86 467.01
Consumption of Stores & Spares 1,053.92 540.35
Repairs & Maintenance - Buildings 50.34 9.88
Repairs & Maintenance - P & M 817.65 282.25
Labour costs 646.85 564.15
Factory/Godown Maintenance 363.79 339.79
Effluent Disposal Expenses 1,364.51 1,113.79
Transportation Charges 655.53 604.40
Insurance 139.26 136.27
Packing Charges 1,882.64 1,617.29
Shipping & forwarding Charges 2,786.85 2,535.98
Other Selling Cost 643.94 434.42
Rent 585.40 609.71
Rates & Taxes 60.97 206.78
CSR Expenses (refer Note 33) 41.33 33.37
Bank charges 278.86 246.45
Net Loss on Foreign Currency Transaction & Translation 408.56 -
Travelling, Vehicle Maintenance & Conveyance 362.28 326.73
Professional & Consultancy Charges 204.95 177.30
Security Charges 68.59 65.44
Excise Duty Adjustment on Opening Stock - (709.49)
Miscellaneous Expenses 1,366.78 492.93
17,048.45 12,695.48
Disclosures:
Audit Fee
The details of payments to auditors included in Professional & Consultancy charges above, are given below
i Audit Fee 7.50 7.50
ii For Taxation Matters 2.50 2.50
iii For Other Services 1.20 0.90

Note 32
TAX EXPENSE (` in Lakhs)
PARTICULARS
March 31, 2019 March 31, 2018
Current Tax for the year 741.03 535.46
Income Tax adjustments pertaining to earlier year 157.06 30.28
Deferred Tax for the year 433.74 594.31
MAT Credit Entitlement recognised for the year (19.50) (392.74)
1,312.33 767.31
Note 33
CORPORATE SOCIAL RESPONSIBILITY EXPENSES
Water Treatment Plant & Swachh Bharat 3.06 0.49
Plantation Expenses - 32.88
Promotion of Education 1.00 -
Promotion of Sports 5.00 -
Donation for Old Age Home infrastructure development 30.50 -
Social Business Projects 1.44 -
Environmental sustainabiliy 0.33 -
41.33 33.37
a. Gross amount required to be spent by the company during the year 47.88 59.51
b. Amount Spent during the year on the above 41.33 33.37
Note 34
CONTINGENT LIABILITIES AND COMMITMENTS (To the extent not provided for):
Sl Particulars As on 31.03.2019 As on 31.03.2018
1. Contingent Liabilities:
a. Claims against company not acknowledged as debt 1003.92 46.82
a. Indemnity given by company to the banks for Bank guarantees and Letters of Credit 297.82 1,592.43
2. Commitments:
a. Estimated amount of contracts remaining to be executed on capital account and
not provided for. 530.40 1,195.70
Note 35
Segment Reporting:
Operating segment is defined as a component of an entity which earns revenue, whose operating results are regularly reviewed by Chief
Operating Decision Maker and for which discrete financial information is available. The Chairman and Managing Director of the Company,
who regularly reviews the entity’s operating results to make decisions about allocation of resources and assessment of performance has
been identified as the Chief Operating Decision Maker of the Company. As the Company is engaged in manufacture and sale of chemicals,
the same constitutes a single reportable business segment as per Ind AS 108.
Details of Revenue from manufacture and sale of chemicals by location of Customers:
Geographic Location 2018-19 2017-18
Domestic 35,225.48 29,955.27
Overseas 30,704.93 26,305.16
Details of Non-Current Assets*
Geographic Location As on 31.03.2019 As on 31.03.2018
Domestic 35,218.99 35,190.11
Overseas - -
* Non-current assets exclude financial instruments, deferred tax assets, post-employment benefit assets and rights underinsurance
contracts, loans.
Disaggregated Revenue:
As the Company is engaged in manufacture and sale of chemicals with no diversity, no separate disaggregation of revenue is
reportable.

Note 36
Related Party Disclosures:
a) Details of Related Parties:
Sl No Name of the Related Party Nature of Relationship

1 Sri. Ch. Krishna Murthy Chairman and Managing Director
2 Smt. Ch. Manjula Director
3 Sri. Ch. Siddartha Joint Managing Director
4 Sri. P. Anjaneyulu Chief Financial Officer (from30/05/2018)
5 Sri. V. Laxminarayana Chief Financial Officer (from 28/08/2017 to 01/05/2018)
6 Sri. Kishore Kathri Company Secretary
7 Vasantha Transport Corporation Entity in which Key Management Personnel are interested
8 K.M.S. Infrastructure Limited Entity in which Key Management Personnel are interested
9 Vishnu Life Sciences Limited Entity in which Key Management Personnel are interested
10 Vishnu Barium Private Limited Wholly Owned Subsidiary
11 Vishnu South Africa Pty Ltd. Wholly Owned Subsidiary
12 Vishnu Hong Kong Limited Wholly Owned Subsidiary – ceased operations and company wound up
b) Details of Transactions: (` in Lakhs)
Key Management Concerns in which Key

Subsidiary
Nature of Transaction Personnel Management is interested
2018-19 2017-18 2018-19 2017-18 2018-19 2017-18
Remuneration 151.90 150.61 - - - -
Rent – paid 52.47 34.98 - - 6.00 6.00
Rent- received - - 14.16 - - -
Maintenance services - - - - 21.42 19.22
Management Services Provided - - 141.60 - - -
Transportation Charges - - - - 1,153.72 1,616.12
Purchases - - 496.95 363.26 - -
Sales - - 131.30 1,053.93 - -
Hire Charges 4.32 1.50 - - 62.41 64.11
Interest paid - - 89.01 -- - -
Contract Services - - 151.45 22.48
Advances to Interested Concerns against
- - - - - 162.40
services
Loan to Subsidiary (at amortised cost) - - 722.22 669.29 - -
Advances from Subsidiary against Sales - - 616.26 998.21 - -
Long term loan from subsidiary - - 989.00 - - -
Interest payable on loan 80.11
Trade Receivables from Subsidiary - - - - - 5.44
Payables as on 31st March 2019 4.00 8.00 - - 168.51 51.71
Note 37
There is no change in Equity Share Capital during the year. The Public Shareholding as on March 31, 2019 is 25%.
Note 38
During the previous year the authorized share capital of the company increased from ` 7500,00,000/- divided into 1,50,00,000 Equity
Shares of ` 10/- each and 6,00,00,000 Preference Shares of ` 10/- each to ` 95,00,00,000/- divided into 1,50,00,000 Equity Shares of
` 10/- each and 8,00,00,000 Preference Shares of ` 10/- each by alteration of Clause V of Memorandum of Association the company vide
shareholders postal ballot resolution dated 26th January, 2018.
Further during the previous year i.e. on 29th March, 2018, the company issued and allotted 7,66,37,500 further 7% Cumulative Redeemable
Preference Shares (CRPS) of face value of ` 10/- each aggregating ` 76,63,75,000/- to the existing 7% Cumulative Redeemable Preference

Shareholders in lieu of their existing unredeemed 4,75,00,000 7% Cumulative Redeemable Preference Shares of face value of ` 10/- each
aggregating ` 47,50,00,000/- and the outstanding accumulated dividend thereon amounting to ` 29,13,75,000/- as on 31st March, 2017
pursuant to section 55(3) of the Companies Act, 2013 read with rules made there under. Subsequently, the said allotment was ratified by
the Board on receipt of the order dated 13th April, 2018 from Hon’ble National Company Law Tribunal, Bench at Hyderabad (NCLT) under
section 55(3) of the Companies Act, 2013 and according to NCLT order dated 13th April, 2018 the existing 4,75,00,000 7% Redeemable
Preference Shares of ` 10/- each deemed to have been redeemed.
The paid-up share capital of the Company as on financial year ended 31st March, 2019 and financial year ended 31st March, 2018 is
` 88,58,35,200/- divided into 1,19,46,020 Equity Shares of ` 10/- each and 7,66,37,500 Cumulative Redeemable Preference Shares of
` 10/- each.
Note 39
Subsidiaries:
The company has three 100% wholly owned subsidiaries – Vishnu Barium Private Limited in India and two overseas subsidiaries – Vishnu
Hong Kong Limited and Vishnu South Africa Pty Limited.
Vishnu Hong Kong Limited, incorporated in Hong Kong, ceased functioning in March 2018 and a provision for the entire investment and
other receivables has been made in the books of the holding company-Vishnu Chemicals Limited has been in 2018-19. The closure of the
company was effected in 2018-19 as per the laws of Hong Kong and hence Vishnu Hong Kong Private Limited ceased to exist.
Vishnu South Africa Pty Limited was incorporated in 2017-18 in South Africa but is yet to commence operations. Though the incorporation
was carried out, no investment towards Share Capital was made in that company as the same was not required on incorporation as per
the laws of that country.
Note 40
Employee Benefits:
1. Defined Contribution Plan:
The company makes contributions towards provident fund and employee state insurance regularly at the applicable rates based on
the salaries of the eligible employees. The obligation of the Company is limited to making the contributions and there is no further
contractual or constructive obligation. The following are the details of contributions made during the year which are debited to
Statement of Profit & Loss:

Contribution to Provident Fund 93.00 83.06
Contribution to Employee State Insurance 17.09 17.70
2. Defined benefit plans as per actuarial valuation as on 31st March, 2019. (` in Lakhs)
Gratuity (Funded) Gratuity (Funded)

2018-19 2017-18
1 Assumptions:
Discount Rate 7.60% 7.42%
Escalation 5.5% 3%
2 Changes in present value of obligations:
Present value of obligations at beginning of year 272.85 233.62
Interest Cost 19.55 15.20
Current Service Cost 29.62 24.60
Past Service Cost – (vested benefits) - 9.18
Benefits Paid (18.72) (12.72)
Actuarial (gain)/ loss on obligation 109.47 2.98
Present Value of obligation at end of year 412.77 272.85
3 Net Liability
PVO at beginning of period 272.85 233.62
Fair Value of the Assets at beginning report 28.53 40.86
Net Liability 244.33 192.76
4 Actuarial (Gain)/Loss on obligation
Due to demographic assumption - -
Due to financial assumption 68.38 (16.25)
Due to experience 41.08 19.22
Total Actuarial (Gain)/Loss 109.46 2.98

2018-19 2017-18
5 Fair Value of Plan Assets
Opening fair value of plan asset 28.53 40.86
Adjustment to opening Fair Value of Plan Asset (1.59) (1.50)
Return on Plan Assets excl. interest income 0.85 (1.96)
Interest Income 2.90 2.26
Contributions by Employer 43.00 1.59
Contributions by Employee - -
Benefits paid (18.72) (12.72)
Fair Value of plan Assets at end 54.97 28.53
6 Amount to be recognized in the balance sheet
PVO at end of period 412.77 272.85
Fair Value of plan Assets at end of period 54.97 28.53
Funded status (357.80) (244.33)
Net Asset/(liability) recognized in the balance sheet. (357.80) (244.33)
7 Expenses recognized in the statement of Profit and Loss:
Current service cost 29.62 24.60
Net interest 16.65 12.94
Past Service cost – (vested benefits) - 9.18
Expense recognized in the statement of Profit and Loss 46.27 46.72
8 Other Comprehensive Income (OCI):
Actuarial gain/(loss) recognized for the period 109.46 2.98
Return on plan assets excluding net interest (0.85) 1.97
Unrecognised Acturial (Gain)/Loss from previous period - -
Total actuarial (gain)/ loss recognized in (OCI) 108.61 4.94
Sensitivity Analysis: (` in Lakhs)
Discount Rate Salary Escalation Rate

Particulars
+1% -1% +1% -1%
Present Value of Obligations 380.47 449.75 448.60 380.99
Categories of Plan Assets: (` in Lakhs)
Particulars 31.03.2019 31.03.2018

Gratuity Fund managed by Life Insurance Corporation of India 54.97 28.53
Note 41
Earnings Per Share (EPS)
Net profit after tax 12,18,66,546 94,276,253
Weighted No. of Equity shares for Basic EPS 119,46,020 119,46,020
Nominal value of equity share (in ` per share) 10 10
Basic and Diluted EPS (in ` per share) 10.20 7.89
Note 42
Disclosures pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section
186(4) of the Companies Act, 2013:
Loans and advances in the nature of loans to Subsidiaries: (` in Lakhs)
Maximum amount outstanding during

Amount outstanding as at
Name of the Subsidiary Company the year
31.03.2019 31.03.2018 2018-19 2017-18
Vishnu Barium Private Limited (at
722.22 658.78 722.22 658.78
amortised cost)
Vishnu Hong Kong Limited - 10.51 10.51 10.51
The above loans are given to the Subsidiary Companies on interest free basis for general corporate purposes.

Note 43
Unhedged Foreign Currency Exposure:
The details of foreign currency exposure at the end of the year which are not hedged by any derivative instruments are given below:
(` in Lakhs)
Particulars 31.03.2019 31.03.2018

Trade Receivables 8300.47 9016.17
Trade and Other Payables 4689.68 11018.27
Note 44
Additional information pursuant to section 129 of the Companies Act, 2013:
Salient features of the financial statements of the subsidiaries:
Sl.No Particulars
1. Name of the Subsidiary Vishnu Barium Private Limited
2. Percentage of Shareholding 100%
3. Reporting Currency of the Subsidiary INR (` in lakhs)
Summary of the Financial Information:
1. Share Capital 8727.50
2. Reserves & Surplus (5548.86)
3. Total Assets 8058.58
4. Total Liabilities (Excl. Share Capital, Reserves and Surplus) 4879.94
5. Total Revenue for the Year 10772.52
6. Net Profit / (Loss) for the Year (including OCI) 1198.21
There are no assets and liabilities and revenue with regard to the subsidiary-Vishnu South Africa Pty Limited and another subsidiary-Vishnu
Hong kong Limited which ceased operations and has been wound up.
Note 45
Figures for the previous year have been regrouped, rearranged and reclassified, wherever considered necessary, to conform to the
classification/ presentation of the current year.
FRN: 016581S
Sd/- Sd/- Sd/-
M.No: 202150 DIN:01546339 DIN:01250728
Sd/- Sd/-

INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF VISHNU CHEMICALS LIMITED of ` 573.73 lakhs during the financial year 2018-19. While an
amount of ` 907.64 lakhs was received during the year, VCL
Report on the Audit of the Consolidated Financial Statements
determined that an amount of ` 201.47 lakhs, pertaining to
Opinion previous years, will not be realized and has written off the
same.
We have audited the accompanying consolidated financial
statements of Vishnu Chemicals Limited (hereinafter referred to This has been considered as a Key Audit matter given the
as the ‘Holding Company”) and its subsidiaries (Holding Company involvement of management judgement and estimate and
and its subsidiaries together referred to as “the Group”), which any variation having an impact on the revenue.
comprise the consolidated Balance Sheet as at March 31, 2019,
and the consolidated statement of Profit and Loss, the consolidated As part of audit procedures, we obtained all the data
statement of changes in equity and the consolidated cash flows regarding filing of claims, their acceptance by the concerned
Statement for the year then ended, and notes to the consolidated authorities after validating the data filed, scrutinized the issues
financial statements, including a summary of significant accounting leading to write off of earlier claims and made an assessment
policies (hereinafter referred to as “the consolidated financial regarding the eventual realisability of the present claims that
statements”). are pending.
In our opinion and to the best of our information and according 2. Evaluation of Disputed tax liabilities:
to the explanations given to us, the aforesaid consolidated
The Group has material uncertain tax positions including
financial statements give the information required by the Act in
matters under dispute which involves significant judgment to
the manner so required and give a true and fair view in conformity
determine the possible outcome of these disputes. As per the
with the accounting principles generally accepted in India, of their
group’s assessment based on the legal opinion received, it has
consolidated state of affairs of the Company as at March 31, 2019,
a good chance of getting the demands set aside.
of consolidated profit, consolidated changes in equity and its
consolidated cash flows for the year then ended. We obtained and reviewed details of completed tax
Basis for Opinion assessments and demands for the year ended March 31, 2019
from management. We made an independent assessment to
We conducted our audit in accordance with the Standards on evaluate whether any change was required to management’s
Auditing (SAs) specified under section 143(10) of the Companies position on these disputed tax demands and assess if any
act, 2013. Our responsibilities under those Standards are further provisioning is required.
described in the Auditor’s Responsibilities for the Audit of the
Consolidated Financial Statements section of our report. We are Responsibilities of Management and Those Charged with
independent of the Group in accordance with the Code of Ethics Governance for the Consolidated Financial Statements
issued by ICAI, and we have fulfilled our other ethical responsibilities The Holding Company’s Board of Directors is responsible for the
in accordance with the provisions of the Companies Act, 2013. We preparation and presentation of these consolidated financial
believe that the audit evidence we have obtained is sufficient and statements in term of the requirements of the Companies Act,
appropriate to provide a basis for our opinion. 2013 that give a true and fair view of the consolidated financial
Key Audit Matters position, consolidated financial performance and consolidated
cash flows of the Group in accordance with the accounting
Key audit matters are those matters that, in our professional
principles generally accepted in India, including the Accounting
judgment, were of most significance in our audit of the standalone
Standards specified under section 133 of the Act. The respective
financial statements of the current period. These matters were
Board of Directors of the companies included in the Group are
addressed in the context of our audit of the standalone financial
responsible for maintenance of adequate accounting records in
statements as a whole, and in forming our opinion thereon, and
accordance with the provisions of the Act for safeguarding the
we do not provide a separate opinion on these matters. We have
assets of the Group and for preventing and detecting frauds
determined the matters described below to be the key audit matters
and other irregularities; selection and application of appropriate
to be communicated in our report.
accounting policies; making judgments and estimates that are
1. Recoverability of Export Incentives: reasonable and prudent; and the design, implementation and
maintenance of adequate internal financial controls, that were
Based on the incentives allowable under the Foreign Trade
operating effectively for ensuring accuracy and completeness of the
Policy (FTP) 2015-2020, Vishnu Chemical Limited (VCL)
accounting records, relevant to the preparation and presentation
claimed export benefits under the MEIS and FMS Schemes.
of the financial statements that give a true and fair view and are
VCL recognizes these as receivable in the year the right to
free from material misstatement, whether due to fraud or error,
receive is established on completion of export of goods.
which have been used for the purpose of preparation of the
The amount receivable by VCL on account of these incentives consolidated financial statements by the Directors of the Holding
was ` 1217.53 as at 31 March 2018 with a further addition Company, as aforesaid.

In preparing the consolidated financial statements, the respective the date of our auditor’s report. However, future events or
Board of Directors of the companies included in the Group are conditions may cause the Group to cease to continue as a
responsible for assessing the ability of the Group to continue as a going concern.
going concern, disclosing, as applicable, matters related to going
• Evaluate the overall presentation, structure and content of the
concern and using the going concern basis of accounting unless
consolidated financial statements, including the disclosures,
management either intends to liquidate the Group or to cease
and whether the consolidated financial statements represent
operations, or has no realistic alternative but to do so.
the underlying transactions and events in a manner that
The respective Board of Directors of the companies included in the achieves fair presentation.
Group are responsible for overseeing the financial reporting process
of the Group. • Obtain sufficient appropriate audit evidence regarding the
financial information of the entities or business activities within
Auditor’s Responsibilities for the Audit of the Consolidated the Group to express an opinion on the consolidated financial
Financial Statements statements. We are responsible for the direction, supervision
and performance of the audit of the financial statements of
Our objectives are to obtain reasonable assurance about whether
such entities included in the consolidated financial statements
the consolidated financial statements as a whole are free from
of which we are the independent auditors. We remain solely
material misstatement, whether due to fraud or error, and to issue
responsible for our audit opinion.
an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit We communicate with those charged with governance of
conducted in accordance with SAs will always detect a material the Holding Company and such other entities included in the
misstatement when it exists. Misstatements can arise from fraud or consolidated financial statements of which we are the independent
error and are considered material if, individually or in the aggregate, auditors regarding, among other matters, the planned scope and
they could reasonably be expected to influence the economic timing of the audit and significant audit findings, including any
decisions of users taken on the basis of these consolidated financial significant deficiencies in internal control that we identify during
statements. our audit.
As part of an audit in accordance with SAs, we exercise professional We also provide those charged with governance with a statement
judgment and maintain professional skepticism throughout the that we have complied with relevant ethical requirements regarding
audit. We also: independence, and to communicate with them all relationships
• Identify and assess the risks of material misstatement of the and other matters that may reasonably be thought to bear on our
consolidated financial statements, whether due to fraud or independence, and where applicable, related safeguards.
error, design and perform audit procedures responsive to From the matters communicated with those charged with
those risks, and obtain audit evidence that is sufficient and governance, we determine those matters that were of most
appropriate to provide a basis for our opinion. The risk of significance in the audit of the consolidated financial statements
not detecting a material misstatement resulting from fraud is of the current period and are therefore the key audit matters.
higher than for one resulting from error, as fraud may involve We describe these matters in our auditor’s report unless law or
collusion, forgery, intentional omissions, misrepresentations, regulation precludes public disclosure about the matter or when,
or the override of internal control. in extremely rare circumstances, we determine that a matter
• Obtain an understanding of internal control relevant to the should not be communicated in our report because the adverse
audit in order to design audit procedures that are appropriate consequences of doing so would reasonably be expected to
in the circumstances. Under section 143(3)(i) of the Companies outweigh the public interest benefits of such communication.
Act, 2013, we are also responsible for expressing our opinion Other Matters
on whether the company has adequate internal financial
controls system in place and the operating effectiveness of We did not audit the financial statements / financial information
such controls. of Vishnu Hong Kong Limited (ceased operations during the year
and wound up) and Vishnu South Africa Pty Limited, overseas
• Evaluate the appropriateness of accounting policies used subsidiaries of the company, whose financial statements / financial
and the reasonableness of accounting estimates and related information reflect total assets of ` Nil as at 31st March, 2019, total
disclosures made by management. revenues of ` Nil and net cash flows amounting to ` Nil for the
• Conclude on the appropriateness of management’s use of year ended on that date, as considered in the consolidated financial
the going concern basis of accounting and, based on the statements. These financial statements / financial information are
audit evidence obtained, whether a material uncertainty unaudited and have been furnished to us by the Management
exists related to events or conditions that may cast significant and our opinion on the consolidated financial statements, in so
doubt on the ability of the Group to continue as a going far as it relates to the amounts and disclosures included in respect
concern. If we conclude that a material uncertainty exists, we of this subsidiary and our report in terms of sub-sections (3)
are required to draw attention in our auditor’s report to the and (11) of Section 143 of the Act in so far as it relates to the
related disclosures in the consolidated financial statements or, aforesaid subsidiaries is based solely on such unaudited financial
if such disclosures are inadequate, to modify our opinion. Our statements / financial information. In our opinion and according to
conclusions are based on the audit evidence obtained up to the information and explanations given to us by the Management,

these financial statements / financial information are not material disqualified as on 31st March, 2019 from being appointed as
to the Group. a director in terms of Section 164 (2) of the Act.
Our opinion on the consolidated financial statements, and our (f) With respect to the adequacy of internal financial controls
report on Other Legal and Regulatory Requirements below, is over financial reporting of the Group and the operating
not modified in respect of the above matters with respect to our effectiveness of such controls, refer to our separate report in
reliance on the financial statements / financial information certified Annexure.
by the Management.
(g) With respect to the other matters to be included in the
Report on Other Legal and Regulatory Requirements Auditor’s Report in accordance with Rule 11 of the Companies
(Audit and Auditor’s) Rules, 2014, in our opinion and to the
As required by Section 143(3) of the Act, we report, to the extent
best of our information and according to the explanations
applicable, that:
given to us:
(a) We have sought and obtained all the information and
i. The consolidated financial statements disclose the impact
explanations which to the best of our knowledge and belief
of pending litigations on the consolidated financial
were necessary for the purposes of our audit of the aforesaid
position of the Group.
consolidated financial statements.
ii. The Group did not have any material foreseeable losses
(b) In our opinion, proper books of account as required by law
on long-term contracts including derivative contracts.
relating to preparation of the aforesaid consolidated financial
statements have been kept so far as it appears from our iii. There were no amounts which were required to be
examination of those books. transferred to the Investor Education and Protection
Fund by the Holding Company, and its subsidiary
(c) The Consolidated Balance Sheet, the Consolidated Statement
company incorporated in India.
of Profit and Loss, and the Consolidated Cash Flow Statement
dealt with by this Report are in agreement with the relevant
books of account maintained for the purpose of preparation
For Jampani & Associates
of the consolidated financial statements.
(d) In our opinion, the aforesaid consolidated financial statements (F.R.No. 016581S)
comply with the Accounting Standards specified under Section
133 of the Act.
(e) On the basis of the written representations received from the Sd/-
directors of the Holding Company as on 31st March, 2019 J. Ram Sesh Choudary
taken on record by the Board of Directors of the Holding Hyderabad Partner
Company, none of the directors of the Group companies is 06 May 2019 M.No. 202150

ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT
Report on the Internal Financial Controls under Clause (i) Company’s internal financial controls system over financial
of Sub-section 3 of Section 143 of the Companies Act, 2013 reporting.
(“the Act”): Meaning of Internal Financial Controls over Financial
We have audited the internal financial controls over financial Reporting
reporting of VISHNU CHEMICALS LIMITED (hereinafter referred A company’s internal financial control over financial reporting is a
to as “the Holding Company”) and its subsidiary company (Holding process designed to provide reasonable assurance regarding the
Company and its subsidiary together referred to as “the Group”) reliability of financial reporting and the preparation of financial
incorporated in India as of March 31, 2019 in conjunction with statements for external purposes in accordance with generally
our audit of the financial statements of the Company for the year accepted accounting principles. A company’s internal financial
ended on that date. control over financial reporting includes those policies and
Management’s Responsibility for Internal Financial Controls procedures that
The respective Board of Directors of the Holding Company and 1) Pertain to the maintenance of records that, in reasonable
its subsidiary company incorporated in India are responsible for detail, accurately and fairly reflect the transactions and
establishing and maintaining internal financial controls based on dispositions of the assets of the company;
the internal control over financial reporting criteria established by 2) Provide reasonable assurance that transactions are recorded
the Company considering the essential components of internal as necessary to permit preparation of financial statements in
control stated in the Guidance Note on Audit of Internal Financial accordance with generally accepted accounting principles,
Controls over Financial Reporting issued by the Institute of and that receipts and expenditures of the company are being
Chartered Accountants of India. These responsibilities include the made only in accordance with authorisations of management
design, implementation and maintenance of adequate internal and directors of the company; and
financial controls that were operating effectively for ensuring the
3) Provide reasonable assurance regarding prevention or timely
orderly and efficient conduct of its business, including adherence to
detection of unauthorised acquisition, use, or disposition of
company’s policies, the safeguarding of its assets, the prevention
the company’s assets that could have a material effect on the
and detection of frauds and errors, the accuracy and completeness
financial statements.
of the accounting records, and the timely preparation of reliable
financial information, as required under the Companies Act, 2013. Inherent Limitations of Internal Financial Controls over
Financial Reporting
Auditors’ Responsibility
Because of the inherent limitations of internal financial controls over
Our responsibility is to express an opinion on the Company’s internal
financial reporting, including the possibility of collusion or improper
financial controls over financial reporting based on our audit.
management override of controls, material misstatements due to
We conducted our audit in accordance with the Guidance Note on error or fraud may occur and not be detected. Also, projections
Audit of Internal Financial Controls over Financial Reporting (the of any evaluation of the internal financial controls over financial
“Guidance Note”) and the Standards on Auditing, issued by ICAI and reporting to future periods are subject to the risk that the internal
deemed to be prescribed under section 143(10) of the Companies financial control over financial reporting may become inadequate
Act, 2013, to the extent applicable to an audit of internal financial because of changes in conditions, or that the degree of compliance
controls, both applicable to an audit of Internal Financial Controls with the policies or procedures may deteriorate.
and, both issued by the Institute of Chartered Accountants of India.
Opinion
Those Standards and the Guidance Note require that we comply
with ethical requirements and plan and perform the audit to obtain In our opinion, the Group has, in all material respects, an adequate
reasonable assurance about whether adequate internal financial internal financial controls system over financial reporting and such
controls over financial reporting was established and maintained internal financial controls over financial reporting were operating
and if such controls operated effectively in all material respects. effectively as at March 31, 2019, based on the internal control over
financial reporting criteria established by the Group considering the
Our audit involves performing procedures to obtain audit evidence
essential components of internal control stated in the Guidance
about the adequacy of the internal financial controls system over
Note on Audit of Internal Financial Controls over Financial Reporting
financial reporting and their operating effectiveness. Our audit of
issued by the Institute of Chartered Accountants of India.
internal financial controls over financial reporting included obtaining
an understanding of internal financial controls over financial
reporting, assessing the risk that a material weakness exists, and For Jampani & Associates
testing and evaluating the design and operating effectiveness of Chartered Accountants
internal control based on the assessed risk. The procedures selected (F.R.No. 016581S)
depend on the auditor’s judgment, including the assessment of the
risks of material misstatement of the financial statements, whether Sd/-
due to fraud or error. J. Ram Sesh Choudary
We believe that the audit evidence we have obtained is sufficient Hyderabad Partner
and appropriate to provide a basis for our audit opinion on the 06 May 2019 M.No. 202150

Consolidated Balance Sheet as at 31st March, 2019 (` in Lakhs)
Particulars Note No. March 31, 2019 March 31, 2018
I ASSETS
(1) Non-current assets
(a) Property, Plant and Equipment 1 34,953.16 34,857.64
(b) Capital work-in-progress 1 1,939.25 1,694.87
(c) Intangible Assets 1 0.18 1.42
36,892.59 36,553.93
(d) Financial Assets
(i) Investments 2 112.84 27.95
(e) Other non-current assets 3 1,433.12 1,473.47
38,438.55 38,055.35
(2) Current assets
(a) Inventories 4 18,945.85 18,233.02
(b) Financial Assets
(i) Investments 5 11.43 121.73
(ii) Trade receivables 6 13,394.50 14,424.21
(iii) Cash and cash equivalents 7 31.56 118.80
(iv) Bank balances other than (ii) above 8 1,414.85 1,717.66
(v) Other financial assets 9 61.64 120.50
(c) Other current assets 10 3,387.12 5,371.50
37,246.95 40,107.42
Total Assets 75,685.50 78,162.77
II EQUITY AND LIABILITIES
EQUITY
(a) Equity Share capital 11 1,194.60 1,194.60
(b) Other Equity 12 13,045.64 9,937.70
14,240.24 11,132.30
LIABILITIES
(1) Non-current liabilities
(i) Borrowings 13 16,804.43 17,084.56
(ii) Other Longterm Liabilities 14 - 75.00
(b) Provisions 15 565.84 341.43
(c) Deferred tax liabilities (Net) 16 3,738.77 3,362.48
(d) Other Non-Current Liabilities 17 3,819.82 3,854.92
24,928.86 24,718.39
(2) Current liabilities
(i) Borrowings 18 15,832.37 18,855.04
(ii) Trade payables 19 13,892.59 17,810.44
(iii) Other financial liabilities 20 2,879.02 3,271.51
(b) Other current liabilities 21 2,596.60 976.77
(c) Provisions 22 32.25 31.73
(d) Current Tax Liabilities (Net) 23 1,283.57 1,366.59
36,516.40 42,312.08
Total Equity and Liabilities 75,685.50 78,162.77
FRN: 016581S
Sd/- Sd/- Sd/-

M.No: 202150 DIN:01546339 DIN:01250728
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Consolidated Statement of Profit and Loss for the year ended 31st March, 2019
(` in Lakhs)
Note No.
March 31, 2019 March 31, 2018
1 REVENUE
a. Revenue from Operations 24 76,938.64 65,232.72
b. Other Income 25 307.80 833.27
Total Revenue 77,246.44 66,065.99
2 EXPENSES
a. Cost of Materials Consumed 26 35,826.84 33,104.08
b. Cost of Consumables 27 9,203.37 7,347.00
c. Changes in Inventories of Finished Goods and Work-in-
28 (1,378.95) (1,734.34)
Progress
d. Excise Duty on Sale of Goods - 936.02
e. Employee Benefit Expense 29 3,327.09 2,760.50
f. Finance Costs 30 4,388.91 4,594.25
g. Depreciation and Amortisation Expense 2,086.72 1,881.15
h. Other Expenses 31 20,043.69 14,967.64
Total Expenses 73,497.67 63,856.30
3 Profit Before Tax 3,748.77 2,209.69
4 Tax Expense 32
a. Current Tax 741.03 535.46
b. Tax pertaining to earlier years 157.06 30.28
c. MAT Credit Entitlement (19.50) (392.74)
d. Deferred Tax 433.74 594.32
1,312.33 767.32
5 Profit / (Loss) For the Period from Continuing Operations 2,436.44 1,442.37
6 Other Comprehensive Income/ Expense (127.74) (5.20)
Less: Tax on above (37.95) (1.71)
7 Other Comprehensive Income/ Expense (Net of Taxes) (89.79) (3.49)
8 Total Comprehensive Income for the Period (5+7) 2,346.65 1,438.88
9 Earnings Per Share
Basic & Diluted 20.40 12.07
FRN: 016581S
Sd/- Sd/- Sd/-
M.No: 202150 DIN:01546339 DIN:01250728
Sd/- Sd/-

Consolidated Cash Flow Statement for the year ended 31st March, 2019
(` in Lakhs)
A. CASH FLOWS FROM OPERATING ACTIVITIES
Net Profit after Tax and Extraordinary items 2,436.44 1,442.38
Adjustments for :
Depreciation 2,086.71 1,881.15
Defered Tax 414.24 201.57
Net Income Tax Provision 741.03 535.46
Income Tax pertaining to earlier years 157.06 30.28
Finance Cost 4,161.48 4,594.25
Interest Earnings (138.56) (129.04)
Fixed assets discarded 77.57 -
Unwinding of interest on loan from Directors 190.11 63.92
unwinding of interest on interest free deposits from suppliers 37.32 -
Provision for obsolete stores 8.88 -
Sundry Balances written back (32.30) -
Fair Value (gain) / loss on Investments (10.30) 2.02
Loss on Sale of Assets 2.06 25.65
Other comprehensive income (127.74) (5.20)
Operating profit before working Capital changes 10,004.00 8,642.44
Adjustments for Changes in:
Trade Receivables 115.12 (856.27)
Inventories (721.71) (1,205.50)
Other current and non current assets 2,386.39 (1,169.71)
Trade Payables (3,885.54) 5,107.33
Provisions 224.92 76.69
Other current and non current liabilities 3,031.67 (765.82)
Net changes in working capital 1,150.85 1,186.72
Dividend paid (119.46) -
Direct Tax paid (1,182.31) (913.55)
(150.92) 273.17
Net Cash Flow from operating activities 9,853.08 8,915.61
B. CASH FLOWS FROM INVESTING ACTIVITIES :
Purchase of Fixed Assets / capital work in progress (2,533.22) (3,303.27)
Sale of fixed assets 28.22 30.00
Investments 35.71 (116.80)
Interest Received 138.56 105.01
Net Cash Flow from Investing Activities (2,330.73) (3,285.06)
C. CASH FLOWS FROM FINANCING ACTIVITIES :
Repayment of term liabilities (2,074.29) (2,316.48)
Increase in Bank Borrowings Working Capital (1,373.82) 970.81
Interest paid (4,161.48) (4,269.98)
Net Cash Flow from financing activities (7,609.59) (5,615.65)
Net increase / Decrease in cash and cash equivalents (87.24) 14.90
Cash and cash equivalents as at April 01 2018 118.80 103.90
Cash and Cash equivalents as at March 31 2019 31.56 118.80
FRN: 016581S
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M.No: 202150 DIN:01546339 DIN:01250728
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Statements of changes in Equity as at 31st March, 2019
a. Equity Share Capital (` in Lakhs)
Equity shares of ` 10 each issued, Number of shares Amount in ` Lakhs
subscribed and fully paid-u March 31, 2019 March 31, 2018 March 31, 2019 March 31, 2018
Balance as at the beginning of the year 11,946,020 11,946,020 1,194.60 1,194.60
Changes in share capital during the year - - - -
Balance as at the end of the year 11,946,020 11,946,020 1,194.60 1,194.60
Note:12
b. Other Equity
Items of Other
Reserves and surplus Comprehensive
Income
Effect of Effect of Effect of Total
Amortization Amortization Amortization Other
Remeasurement Equity
Capital General Retained of Interest of Interest of Interest
of Net Defined
Reserve Reserve Earnings free loans free long term free long term
Benefit Plans
from Promoter Deposits from Deposits from
Directors suppliers suppliers
Balance as at April 01, 2018 982.88 0.45 659.07 8,016.28 268.99 - 10.02 9,937.70
Add/(less) Profit for the year (Net of Taxes) 2,436.00 2,436.00
Add/(less) Additions during the year 460.97 412.50 873.47
Add/(less) Other Comprehensive income (89.79) (89.79)
Add/(Less) Adjustment on account of
(0.44) 32.72 32.27
discontinution of foreign operations
Less: Dividend (119.46) (119.46)
Less: Corporate dividend tax (24.56) (24.56)
Balance as at March 31, 2019 982.88 0.01 3,095.07 7,904.98 729.96 412.50 (79.77) 13,045.64
Items of Other
Reserves and surplus Comprehensive
Income
Effect of Effect of Effect of Total
Amortization Amortization Amortization Other
Remeasurement Equity
Capital General Retained of Interest of Interest of Interest
of Net Defined
Reserve Reserve Earnings free loans free long term free long term
Benefit Plans
from Promoter Deposits from Deposits from
Directors suppliers suppliers
Balance as at April 01, 2017 982.88 0.57 659.07 6,573.91 268.99 - 13.51 8,498.94
Add/(less) Profit for the year (0.12) 1,442.37 (3.49) 1,438.76
Add/(less) Other Comprehensive Income
-
for the year
Less: Dividend -
Less: Corporate dividend tax -
Less :Transfer to general reserve -
Balance as at March 31, 2018 982.88 0.45 659.07 8,016.28 268.99 - 10.02 9,937.70

FRN: 016581S
Sd/- Sd/- Sd/-
M.No: 202150 DIN:01546339 DIN:01250728
Sd/- Sd/-

Significant Accounting Policies:
1. Basis of Preparation of Financial Statements The Company classifies all other liabilities as non-current.
a) Statement of Compliance Deferred tax assets and liabilities are classified as non-
current assets and liabilities.
The financial statements have been prepared in
accordance with Indian Accounting Standards (Ind The operating cycle is the time between the acquisition
AS) prescribed under Section 133 of the Companies of assets for processing and their realisation in cash and
Act, 2013 (“the Act”) read with Companies (Indian cash equivalents. The Company has identified twelve
Accounting Standards) Rules as amended from time months as its operating cycle.
to time and other relevant provisions of the Act, as
applicable. f) Use of Estimates and Judgments
b) Description of the Group The preparation of financial statements in conformity with

Ind AS, requires the Management to make estimates and
The Consolidated Financial Statements relate to Vishnu assumptions that affect the reported amounts of assets
Chemicals Limited (the Holding Company) and its foreign and liabilities and disclosure of contingent liabilities as
subsidiaries, Vishnu South Africa Pty Limited (Yet to start on the date of the financial statements and the income
operations), Vishnu Hong Kong Limited (closed during and expenditure for the reporting year. Though, these
the year) and it’s Indian Subsidiary, Vishnu Barium Private estimates and assumptions are based on the information
Limited. (“The group”) available at that point of time, the actual results could
c) Basis of Preparation differ from these estimates. Estimates and underlying
assumptions are reviewed on an ongoing basis. Revisions
The financial statements have been prepared on a going to accounting estimates are recognised in the period in
concern basis and on an accrual method of accounting. which the estimates are revised and in any future periods
Historical cost is used in preparation of the financial affected.
statements except as otherwise mentioned in the policy.
Critical estimates and judgments in applying
d) Functional and Presentation currency accounting policies
The financial statements are prepared in INR, which is Estimates and judgments made in applying accounting
the Company’s functional currency. policies that have significant effect on the amounts
e) Current versus non-current classification recognized in the financial statements are as follows:
The Company presents assets and liabilities in the balance i) Property, Plant and Equipment
sheet based on current/ non-current classification. An The charge in respect of periodic depreciation is
asset is treated as current when it is: derived after estimating the asset’s expected useful
- expected to be realised or intended to be sold or life and the expected residual value at the end of
consumed in normal operating cycle, its life. The depreciation method, useful lives and
residual values of Company’s assets are estimated
- held primarily for the purpose of trading, by management at the time the asset is acquired
- expected to be realised within twelve months after and reviewed during each financial year.
the reporting period, or ii) Employee Benefit Plans
- Cash or cash equivalent unless restricted from
Employee defined benefit plans and long term
being exchanged or used to settle a liability for at
benefit plans are measured on the basis of actuarial
least twelve months after the reporting period.
assumptions. However, any changes in these
All other assets are classified as non-current. assumptions may have impact on the reported
amount of obligation and expenses.
A liability is current when:
2. Property, Plant and Equipment
- it is expected to be settled in normal operating
cycle, Property, plant and equipment are stated in the Balance
Sheet at cost less accumulated depreciation and accumulated
- it is held primarily for the purpose of trading, - it is
impairment losses, if any. Cost includes purchase price (net
due to be settled within twelve months after the
of reimbursable taxes), attributable expenditure incurred in
reporting period, or
bringing the asset to its working condition for the intended
- there is no unconditional right to defer the use and cost of borrowing till the date of capitalization in the
settlement of the liability for at least twelve months case of assets involving material investment and substantial
after the reporting period. lead time.

Depreciation is provided on Straight Line Method in respect All financial instruments are recognized initially at fair value.
of assets situated at Bhilai, Jeedimetla (API), Corporate Office Transaction costs that are attributable to the acquisition of
and Vizag Units of Vishnu Chemicals Limited and on Written the financial asset (other than financial assets recorded at fair
down value Method in respect of assets situated at Kazipally value through profit or loss) are included in the fair value of
Unit of Vishnu Chemicals Limited, by considering the useful the financial assets.
life of the assets as specified in Schedule II of the Companies
Act, 2013. No assets exist for Vishnu Hong Kong Limited and Subsequently, financial assets are measured as follows:
Vishnu South Africa Pty Limited. a) Amortized Cost
Depreciation is provided on Straight line method for Vishnu A financial asset shall be measured at amortized cost if
Barium Private Limited, based on the useful life of the assets as both of the following conditions are met:
estimated by the Management. The company has estimated
the following useful lives to provide depreciation on its fixed • the financial asset is held within a business model
assets: whose objective is to hold financial assets in order
to collect contractual cash flows and
Useful life as Useful life as
Nature of the estimated by the stated in the • the contractual terms of the financial asset give
Assets management Companies Act, rise on specified dates to cash flows that are solely
(in Years) 2013 (in Years) payment of principal and interest on the principal
Buildings 30 30 amount outstanding.
Plant and Financial assets under this category are measured initially
10 – 21 10 - 25
Equipment at fair value plus transaction costs and subsequently
Office Equipment 5 5 carried at amortized cost using the effective interest
Data Processing method, less any impairment loss.
3 3
Equipment b) Fair Value Through Profit and Loss Account
Furniture and
10 10 Financial instruments classified in this category are
Fixtures
Vehicles 8 – 10 8 – 10 subsequently carried at fair value with changes recorded
in the statement of profit or loss. Directly attributable
Depreciation methods, useful lives and residual values are transaction costs are recognized in Profit and Loss
reviewed in each financial year and changes, if any, are account as incurred.
accounted for prospectively. Leased assets are depreciated
over the shorter of the lease term and their useful lives unless Financial liabilities are measured subsequently at
it is reasonably certain that the Company will obtain ownership amortized cost using effective interest method.
by the end of the lease term. Freehold land is not depreciated.
5. Impairment of Assets
3. Intangible Assets
a) Non-Financial Assets
Intangible assets acquired separately are measured on initial
recognition at cost. Following initial recognition, intangible The carrying amount of cash generating units is reviewed
assets are carried at cost less any accumulated amortization at each reporting date where there is any indication of
and accumulated impairment losses. impairment. An impairment loss is recognized in the
statement of profit and loss where the carrying amount
Intangible assets with finite lives are amortized over the exceeds the recoverable amount of the cash generating
useful economic life, reviewed regularly, and are assessed for units. Recoverable amount is the higher of cash-
impairment whenever there is an indication that the intangible generating unit’s fair value less costs of disposal and its
asset may be impaired. value in use.
Expenditure on research activities is recognized in the
An impairment loss is reversed if there has been a change
statement of profit and loss as incurred. Expenditure on
in the estimates used to determine the recoverable
development activities is capitalized only if the expenditure can
amount.
be measured reliably, the product or process is technically and
commercially feasible future economic benefits are probable b) Financial Assets
and the company intends to and has sufficient resources to
complete development and to use or sell the asset. The loss allowance in respect of trade receivables is at
an amount equal to lifetime expected credit losses. The
4. Financial Instruments loss allowance in respect of all other financial assets
Financial instruments are classified as: is measured at an amount equal to lifetime expected
credit losses if the credit risk on that financial instrument
• Financial assets, measured at (a) amortized cost and (b) has increased significantly since initial recognition.
fair value through Profit and Loss (“FVTPL”) Otherwise, the loss allowance is measured at an amount
• Financial liabilities carried at amortized cost. equal to 12- month expected credit losses.

6. Inventories at an amount equal to the lower of their fair value and the
present value of the minimum lease payments. Minimum
Inventories are valued at lower of cost, determined on First-
lease payments made under finance leases are apportioned
in-First-Out (FIFO) basis, or net realizable value. Inventories
between the finance expense and the reduction of the
comprise of raw materials, stores, spares & consumables
outstanding liability. The finance expense is allocated to each
and finished goods. Cost of Inventories comprises all cost of
period during the lease term so as to produce a constant
purchase (net of reimbursable taxes), cost of conversion and
periodic rate of interest on the remaining balance of the
other cost incurred in bringing the inventories to their present
liability.
location and condition.
Lease rentals arising under operating leases are recognized in
Net realizable value is the estimated selling price in the ordinary
the statement of profit and loss on a straight-line basis over
course of business, less estimated costs of completion and the
the lease term except where the increment in lease rentals is
estimated costs necessary to make the sale.
in line with general rate of inflation.
7. Revenue Recognition
11. Employee Benefits
Effective April1, 2018, the company adopted Ind AS
The Company’s contribution to Provident and Pension fund
115“Revenue from Contracts with Customers” using the
for the employees is covered under defined contribution plan
cumulative catch-up transition method, applied to contracts
and is recognized as employee benefit expense in statement
that were not completed as of April1, 2018. The core principal
of profit and loss in the periods during which services are
of the new standard is that an entity should recognize
rendered by employees.
revenue to depict the transfer of promised goods or services
to customers in an amount that reflects the consideration The Company’s Gratuity scheme for its employees is a defined
to which the entity expects to be entitled in exchange for benefit retirement benefit plan. The liability recognized in the
those goods or services. In accordance with the cumulative balance sheet in respect of defined benefit plan is the present
catch-up transition method, the comparatives have not been value of the defined benefit obligation at the end of the
retrospectively adjusted. The effect on adoption of Ind AS 115 reporting period less the fair value of plan assets. The defined
was insignificant. benefit obligation is calculated annually by independent
actuaries using the projected unit credit method.
Revenue is recognized upon transfer of control of promised
products or services to customers in an amount that reflects Defined benefit costs are categorized as follows:
the consideration we expect to receive in exchange for those
• service cost
products or services
• net interest expense or income; and
Other income is comprised primarily of interest income,
dividend income, gain/loss on investments and exchange gain/ • re-measurement
loss on forward and options contracts and on translation of
The Company presents the first two components of defined
other assets and liabilities. Interest income is recognized using
benefit costs in the statement of profit and loss in the line
the effective interest method. Claims for export incentives/
item ‘Employee benefit expenses’.
duty drawbacks, duty refunds and insurance are accounted
when the right to receive payment is established. Re-measurements comprising actuarial gains and losses as well
as the difference between the return on plan assets and the
8. Provisions
amounts included in net interest on the net defined benefits
Provisions are recognized if, as a result of a past event, the liability (asset) are recognized in other comprehensive income,
Company has a present legal or constructive obligation that net of income tax.
can be estimated reliably, and it is probable that an outflow of
Other Long term employee benefit comprise of leave
economic benefits will be required to settle the obligation.
encashment which is provided for based on the actuarial
Where the effect of time value of money is material, provisions valuation carried out as at the end of the year. Liability is
are determined and maintained by discounting the expected measured at the present value of the estimated future cash
future cash flows, wherever applicable. outflows expected to be made by the Company in respect
of services provided by employees up to the reporting date.
9. Borrowing Costs
Re-measurements and other expenses related to long term
Borrowing costs attributable to a qualifying asset are benefit plans are recognized in statement of profit and loss.
capitalized as a part of the cost of such assets and other
12. Foreign Currency Transactions and balances
borrowing costs are recognized as an expense in the year of
incurrence. Transactions in foreign currency are translated into the
respective functional currencies using the exchange rates
10. Leases
prevailing at the dates of the respective transactions. Foreign
At the inception of an arrangement, the Company determines exchange gains and losses resulting from the settlement of
whether such an arrangement is or contains a lease. Upon such transactions and from the translation at the exchange
initial recognition, assets taken on finance lease are capitalized rates prevailing at reporting date of monetary assets and

liabilities denominated in foreign currencies are recognized in except to the extent it relates to items directly recognized in
the statement of profit and loss and reported within foreign equity or in other comprehensive income.
exchange gains / (losses).
i. Current income tax
Non-monetary assets and liabilities denominated in a foreign
Current income tax for the current and prior periods are
currency and measured at historical cost are translated at the
measured at the amount expected to be recovered from
exchange rate prevalent at the date of transaction.
or paid to the taxation authorities based on the taxable
13. Earnings Per Share income for the period.
Basic earnings per share is computed by dividing the profit The tax rates and tax laws used to compute the current
or loss after tax by the weighted average number of equity tax amount are those that are enacted or substantively
shares outstanding during the year including any potential enacted by the reporting date and applicable for the
dilution resulting in issue of additional equity shares based on period. The Company offsets current tax assets and
contractual terms and obligations. Diluted earnings per share current tax liabilities, where it has a legally enforceable
is computed by dividing the profit / (loss) after tax as adjusted right to set off the recognized amounts and where it
for dividend, interest and other charges to expense or income intends either to settle on a net basis or to realize the
(net of any attributable taxes) relating to the dilutive potential asset and liability simultaneously.
equity shares, by the weighted average number of equity
ii. Deferred income tax
shares considered for deriving basic earnings per share.
Deferred income tax is recognized using the balance
14. Statement of Cash Flows
sheet approach. Deferred income tax assets and liabilities
Cash flows are reported using the indirect method, whereby are recognized for deductible and taxable temporary
profit/ (loss) before tax is adjusted for the effects of differences arising between the tax base of assets
transactions of non-cash nature and any deferrals or accruals and liabilities and their carrying amount in financial
of past or future cash receipts or payments. Cash flows for statements. Deferred tax is measured using the tax
the year are classified by operating, investing and financing rates and laws enacted or substantially enacted at the
activities. reporting date. Deferred tax assets are recognized and
carried forward to the extent that there is a reasonable
15. Taxes on Income
certainty that sufficient future taxable income will be
Income tax comprises current and deferred tax. Income tax available against which such deferred tax assets can be
expense is recognized in the statement of profit and loss realized.

NOTE 1
102
STATEMENT OF FIXED ASSETS & DEPRECIATION (` in Lakhs)
GROSS BLOCK DEPRECIATION AND AMORTISATION NET BLOCK
S.No. Additions Capitalised Deletions Deletions

As at As at As at Depreciation As at As at As at
during the during the during the during the
01.04.2018 31.03.2019 01.04.2018 for the year 31.03.2019 31.03.2019 31.03.2018
Year Year year year
A Tangible Assets
1 Freehold land 806.56 138.53 - - 945.10 - - - - 945.10 806.56
2 Buildings 9,510.90 108.63 144.43 - 9,763.95 2,986.31 402.24 - 3,388.55 6,375.41 6,524.59
3
Improvements to Leasehold
310.67 46.05 - - 356.72 2.70 33.58 - 36.27 320.44 307.97
Buildings
4 Plant & Machinery 39,742.60 420.28 1,263.49 187.55 41,238.82 13,051.86 1,526.70 85.23 14,493.32 26,745.49 26,690.74
5 Lab Equipment 181.83 - - 4.88 176.95 106.53 19.52 4.64 121.42 55.53 75.30
6 R & D Equipment 392.83 - - 38.14 354.69 385.19 - 37.83 347.36 7.33 7.64
7 Data Process Equipment 106.83 2.76 - 32.15 77.44 99.82 4.19 32.15 71.86 5.59 7.01
8 Office Equipment 237.94 8.68 - 25.67 220.95 103.99 33.26 25.12 112.14 108.81 133.95
9 Furniture & Fixtures 233.19 4.71 - 46.53 191.37 120.00 16.49 42.09 94.39 96.97 113.19
10 Vehicles 449.94 151.29 - 25.44 575.79 259.24 49.50 25.44 283.30 292.49 190.69
Total (A) 51,973.28 880.93 1,407.92 360.36 53,901.78 17,115.64 2,085.48 252.50 18,948.61 34,953.16 34,857.64
B Intangible Assets
11 Computer Software 17.07 - - - 17.07 15.65 1.24 - 16.89 0.18 1.42
Total (B) 17.07 - - - 17.07 15.65 1.24 - 16.89 0.18 1.42
C Capital Works in Progress:
12
Civil Works Under
34.56 355.50 144.43 - 245.63 - - - - 245.63 34.56
Construction
13
Plant & Machinery under
1,565.39 1,296.80 1,263.49 - 1,598.70 - - - - 1,598.70 1,565.39
erection
14
Pre-Operative Exp.,
94.92 - - - 94.92 - - - - 94.92 94.92
Pending Capitalisation
Total (C) 1,694.87 1,652.30 1,407.92 - 1,939.25 - - - - 1,939.25 1,694.87
TOTAL (A+B+C) 53,685.22 2,533.23 - 360.36 55,858.10 17,131.29 2,086.72 252.50 18,965.50 36,892.59 36,553.93
VISHNU CHEMICALS limited

Note 2
NON CURRENT FINANCIAL ASSETS - INVESTMENTS (` in Lakhs)

Non Trade Investments - Unquoted (At Fair Value)
i Investment in Equity Instruments of other Companies
Unquoted (At Fair Value through P & L)
a. Equity Shares in Koganti Power Limited Cost ` 6,00,000 0.001 0.001
(60,000 Nos each ` 10/- Fully paid up, acquired at a cost of ` 600,000)-Net of
impairment recognised.
b. Equity Shares in Sireen Drugs Private Limited Cost ` 10,000 0.001 0.001
(1,000 Nos each ` 10/- Fully paid up, acquired at a cost of ` 10000) - Net of
impairment recognised.
ii Investment in Bonds
(Unquoted at cost)
IDBI Bonds - 6 Bonds of ` 5000/- each 0.30 0.30
iii Investments in Mutual Funds

a. PNB - Principal focused multicap fund - regular plan growth - 39,138 (39,138) units,
24.75 22.85
Cost ` 10,00,000
b. UBI -Union asset allocation fund - growth- 0 (39,990) Units, Cost ` 3,99,900 - 6.05
c. UBI -Union Balanced advantage fund regular plan - growth- 60,339 (0) Units,
6.38 -
Cost ` 6,35,373
d. UBI-Union Equity Savings Fund Regular Plan - 19,990 (0) Units, Cost ` 1,99,990 2.08 -
e. UBI-Union Corporate Bond Fund Regular plan - 5,00,000 (0) Units,
53.47 -
Cost ` 50,00,000
f. Reliance Balanced Advantage Fund - Growth Plan - 2,352 (0) Units,
2.14 -
Cost ` 2,00,000
g. SBI Magnum Equity ESG Fund regular growth - 12,136 (12,136) Units,
12.70 11.24
Cost ` 5,00,000
h. SBI Life Smart Wealth Builder - 64,364 (26,959) Units, Cost ` 10,00,000 11.02 11.14
112.84 51.57
iv Adjustment for impairment/write down - 23.62
112.84 27.95
Disclosures:
Aggregate amount of unquoted investments * - -
Aggregate amount of impairment in value of investments - 23.62
* The amount of fair value adjustment on account of interest free loan given to
subsidiary company is included in the cost of investment.
Note 3
OTHER NON-CURRENT ASSETS

a. Capital Advances 746.53 822.09
b. Deposits 686.59 651.38
1,433.12 1,473.47

Note 4
INVENTORIES (` in Lakhs)
Valued at Cost or Realisable Value, whichever is lower March 31, 2019 March 31, 2018
a. Raw Materials- Including Stock in Transit ` 434.97 lakhs (PY: ` 86.80 lakhs) 3,977.86 4,677.26
b. Work-in-progress 3,366.87 3,427.68
c. Finished Goods- Including Stock in Transit ` 169.73 lakhs (PY: ` Nil) 9,208.82 7,769.06
d. Stores, Spares & Packing 2,127.24 2,085.08
e. Stock-in-trade (goods acquired for trading) 288.57 288.57
f. Provision for obsolescence of non-moving stores (23.51) (14.63)
18,945.85 18,233.02
Note 5
INVESTMENTS
Investments in Mutual Funds (Quoted, at FVPTL)

Units of UBI Mutual Fund 11.43 121.73
11.43 121.73
Disclosures:
Note 6
CURRENT FINANCIAL ASSETS -TRADE RECEIVABLES
a. Unsecured, Considered Good 13,394.50 14,424.21

b. Unsecured, Considered Doubtful - 23.12
Less: Provision for Doubtful Debts - (23.12)
13,394.50 14,424.21
Note 7
CURRENT FINANCIAL ASSETS - CASH AND CASH EQUIVALENTS
a. Balances with Banks 27.66 117.05

b. Cash on Hand 3.90 1.75
31.56 118.80
Note 8
CURRENT FINANCIAL ASSETS - BANK BALANCES OTHER THAN ABOVE
a. Margin Money Deposit in Banks against LCs & BGs 1,406.68 1,711.88
b. Unpaid Dividend Accounts 8.17 5.78
1,414.85 1,717.66
Note 9
CURRENT FINANCIAL ASSETS - OTHER FINANCIAL ASSETS
a. Salary and other advances 21.25 45.69

b. Interest Receivable 40.39 74.81
61.64 120.50

Note 10
OTHER CURRENT ASSETS (` in Lakhs)
1. Loans and Advances to Related Parties March 31, 2019 March 31, 2018
a. Advances against Services to interested concerns - 162.40
2. Others
a. Advances to Suppliers 668.83 2,099.46
b. Balances with Government Authorities 2,691.07 3,071.46
c. Prepaid Expenses 27.22 38.18
3,387.12 5,371.50
Note 11
EQUITY SHARE CAPITAL
Authorised Share Capital

15,000,000 Equity Shares of `10/- par value 1,500.00 1,500.00
1,500.00 1,500.00
Issued,Subscribed and Fully Paid-up Capital
At the beginning and close of the year
11,946,020 Equity Shares of ` 10/- par value each 1,194.60 1,194.60
1,194.60 1,194.60
Disclosures:
1. The Company has only one class of equity shares at a par value of ` 10. All the equity shares carry equal rights and obligations with
respect to dividend and voting rights.
2. Names of shareholders holding more than 5% of the Share capital and their shareholding.
EQUITY SHARES

- % held 52.07 52.07
- % held 13.51 13.51
3 Sri. Ch. Siddartha - No of Shares 1,125,668 1,125,668
- % held 9.42 9.42
Note 13
NON-CURRENT FINANCIAL LIABILITIES - BORROWINGS
A. Secured:
1. Term Loans:
From Banks 6,989.78 8,614.64
2. Long Term Maturities of Finance Lease Obligations:
a. From Banks 38.35 33.45
b. From NBFCs 81.59 45.00
B. Unsecured:
1. Loans and Advances from Related Parties:
Loans from Promoters (at amortised cost) 1,997.37 727.72
2. Business Loan from HDFC Bank 33.59 -
3. Cumulative Redeemable Preference Shares
76,637,500 7% Cumulative Redeemable Preference Shares of ` 10/- par value each 7,663.75 7,663.75
16,804.43 17,084.56

Disclosures:
I. Loans of Holding Company:
A. Term Loans from Banks:
1. Term Loans from banks includes loans from Consortium of Bankers - State Bank of India, Andhra Bank, Indian Overseas
Bank and Union Bank of India. Term Loans are secured by charge on the assets acquired out of the term loan and charge on
entire existing movable/ immovable assets of the Company. The above loans are further secured by personal guarantee of
promoters and others. All the above securities rank in all respects pari passu amongst the consortium of bankers.
2. The term loans are repayable in predetermined periodic instalments outstanding up to 7 years period from the date of
respective loan. These are repayable by 2023-24 and carry an average interest of 11.7% p.a. The aggregate amount of
instalments outstanding as on March 31, 2019 is ` 8,065.59 Lakhs (March 31, 2018 ` 10,008.93 Lakhs)
B. Hire Purchase Loans (Holding and Subsidiary companies):
The hire purchase loans are secured against the assets purchased out of those loans. The net carrying amount of assets acquired
on hire purchase as on 31st March 2019 is ` 333.60 Lakhs (March 31, 2018: ` 198.12 Lakhs). The company had capitalized the
assets at their fair value considering that the hire purchase agreements are in the nature of Finance Lease. The details are as
follows:-
Minimum Lease Payments outstanding
Future Interest on outstanding Lease payments
Present Value of Minimum Lease Payments
C. Loans from Promoters:

The loans from promoters are non-interest bearing and are unsecured in nature. There are no specified terms and conditions.
However, the same are amortized using effective interest rate.
D. Cumulative Redeemable Preference Shares:
During the previous year , the Company has issued and allotted 7,66,37,500 7% Cumulative Redeemable Preference Shares
(CRPS) of face value of ` 10/- each aggregating ` 76,63,75,000/- to the existing 7% Cumulative Redeemable Preference
Shareholders in lieu of their existing 4,75,00,000 7% Cumulative Redeemable Preference Shares of face value of ` 10/- each
aggregating ` 47,50,00,000/- and the outstanding accumulated dividend thereon up to March 31, 2017 amounting to ` 2913.75
lakhs. The redemption tenure has also been extended from 10 to 15 years and are now redeemable by 31-03-2033. During the
year, preference shareholders have given their consent to forego 6% of the 7% preference dividend for the financial year 2018-
19. Refer to Note No. 38.

- % held 92.80 92.80
- % held 6.88 6.88
3 Sri. Ch. Siddartha - No of Shares 244,500 244,500
- % held 0.32 0.32
II. Loans of Subsidiary Company:

A. Term Loans from Banks:
a) The above secured term loans also include from Union Bank of India Secunderabad branch, carries interest rate of one year
MCLR+4.65%, currently @ 12.85%. The loan is repayable in 24 quarterly equal installments and matures in the year 2022-
23. The aggregate amount of installments outstanding (including current maturities) as on March 31, 2019 is ` 601.83
Lakhs (March 31, 2018 ` 787.57 Lakhs). There are no over due installments or interest payable.

b) This loan is secured primarily by equitable mortgage on the fixed assets including land & buildings, plant and machinery
and furniture & fittings of the company and the loan has been guaranteed by personal guarantees of Sri. Ch. Siddartha,
Managing Director of the company and Sri. Ch. Krishnamurthy and Smt. Ch. Manjula, Directors of the holding company-
Vishnu Chemicals Limited. Further, the loan has been secured by pledge of 3,44,000 shares of Vishnu Chemicals Limited held
by Sri. Ch. Krishnamurthy.
B. Hire Purchase Loans:
The hire purchase loans are secured against the assets purchased out of those loans and the net carrying amount of assets
acquired on hire purchase as on 31st March, 2019 is ` 137.42 Lakhs (31st March, 2018 - Nil). The company had capitalised
the assets at their fair value considering that the hire purchase agreements are in nature of finance lease. Installments are
apportioned between finance charge and principal which is disclosed under secured loans and the details are as follows -
As at 31.03.2019 As at 31.03.2018
Minimum lease payments outstanding
Within one year 48.89 -
Later than one year and not later than 5 years 65.18 -
Future interest outstanding lease payments
Present value of minimum lease payments
C. Business Loan:
The above unsecured business loan from HDFC bank, carries interest rate of 17.60% p.a. The loan is repayable in 36 monthly
equal installments and the last installment of loan is in the month of January 2022. The aggregate amount of installments
outstanding (including current maturities presented in note 17 below) as on March 31, 2019 is ` 47.86 Lakhs (March 31, 2018-
Nil). There are no overdue installments or interest payable.
Note 14
OTHER NON-CURRENT FINANCIAL LIABILITIES
March 31, 2019 March 31, 2018
Other Long Term Liabilities - 75.00
- 75.00
Note 15
NON-CURRENT PROVISIONS

565.84 341.43
Note 16
DEFERRED TAX LIABILITIES (NET)
1. Deferred Tax Liability

Property, Plant and Equipment 4,507.80 4,112.01
2. Deferred Tax Assets
Provisions allowable on payment basis 125.11 125.11
On transition items - -
Unused Tax Credits (MAT Credit Entitlement) 643.92 624.42
Net Deferred Tax Liability 3,738.77 3,362.48
The gross movement in the deferred income tax account for the financial years ended March 31, 2019 and March 31, 2018,
is as follows -

Particulars As at March 31,
2019 2018
a. Net deferred tax liability at the beginning 3,362.48 3,133.09
b. Accelerated depreciation for tax purposes 440.46 626.39
c. Provisions allowable on payment basis (6.72) (45.98)
d. Transition items - 13.91
e. Temporary differences on Other Comprehensive Income (37.95) (1.71)
f. MAT Credit Entitlement (19.50) (363.21)
g. Net deferred tax liability at the end 3,738.77 3,362.48
Note 17
OTHER NON-CURRENT LIABILITIES
Security Deposits 3,819.82 3,212.00

Advances from Customers (long term) - 642.92
3,819.82 3,854.92
Note 18
CURRENT FINANCIAL LIABILITIES - BORROWINGS
March 31, 2019 March 31, 2018

A. Secured:
Loans repayable on demand
From Banks
a. Working capital - Cash Credit 12,184.41 13,558.23
b. Working Capital - bill discounting 3,093.60 4,008.18
B. Unsecured:
a. Loans from Promoters 45.00 626.89
b. Other Short Term obligations 509.36 661.74
15,832.37 18,855.04
Disclosures:
I. Loans of Holding Company:
A) Secured Loans:
1. The Rate of Interest for Loans repayable on demand from Banks ranges from respective Banks MCLR+3.80% to +4.95%
2. Interest rate for the Bill Discounting facility ranges from 9.10% to 14.25%
3. Security:
Working Capital Loans from Consortium Bankers consisting of State Bank of India, Union Bank of India, Indian Overseas
Bank and Andhra Bank are secured by first pari passu charge by way of hypothecation of inventories, book debts and other
current assets of the company, and second pari passu charge on the fixed assets of the company. The promoters have
extended their personal assets as securities i.e. land, plots, buildings, shares etc.
4. Guarantees:
All the above loans are guaranteed by the Promoters.
B) Loan from Promoters:
Loans from Promoters disclosed here are short term in nature. There are no specified terms and conditions.
II. Loans of Subsidiary Company
A) Loans repayable on demand, from banks:
a) The above cash credit from Union Bank of India is repayable on demand and carries interest rate of 1 year MCLR+4.15%,
currently @ 12.35%.
b) The cash credit is secured by hypothecation of all stocks and book debts of the company and the loan has been guaranteed
by personal guarantee of Sri. Ch. Siddartha, Managing Director of the company and Sri. Ch. Krishnamurthy and Smt. Ch.
Manjula, Directors of the holding company Vishnu Chemicals Limited. The loan has been secured by pledge of 3,44,000
shares of Vishnu Chemicals Limited held by Sri. Ch. Krishnamurthy.

Note 19
CURRENT FINANCIAL LIABILITIES - TRADE PAYABLES (` in Lakhs)
March 31, 2019 March 31, 2018

a. Trade payables - Due to Micro Small and Medium Enterprises 125.50 43.77
b. Trade payables - Other parties 13,598.50 17,766.67
c. Trade payables - Related parties 168.59 -
13,892.59 17,810.44
Disclosure:
The principal amount remaining unpaid as at 31.03.2019 in respect of enterprises covered under the Micro, Small and Medium
Enterprises development Act, 2006 (MSMED) is 125.50 lakhs (31.03.2018 - ` 43.77 lakhs). The interest amount computed based on
the provisions under Section 16 of the MSMED is ` 4.51 lakhs
The list of undertakings covered under MSMED was determined by the company on the basis of information available with it after
getting confirmation from Suppliers.
Note 20
OTHER CURRENT FINANCIAL LIABILITIES
a. Current maturities of long term debt 1,667.50 2,147.17

b. Current maturities of finance lease obligations 112.34 48.60
c. Interest accrued and due on borrowings - 76.60
d. Cumulative Unpaid Preference Dividend 409.14 332.50
e. Dividend Distribution Tax on Preference Dividend 676.61 660.86
f. Unclaimed dividends 8.17 5.78
g. Others 5.26 -
2,879.02 3,271.51
Note 21
OTHER CURRENT LIABILITIES
a. Creditors for Capital Expenditure 169.90 172.02

b. Advance from Customers 738.65 547.07
c. Advance from others 12.17 15.98
d. Other payables
a. Statutory dues Payable 1,675.88 241.69
2,596.60 976.77
Note 22
CURRENT PROVISIONS

32.25 31.73
Note 23
CURRENT TAX LIABILITIES
Provision for Income Tax

a Provision for Tax (Net of TDS) 1,283.57 1,366.59
Less : MAT Credit Utilisation - -
Net Provision for Tax 1,283.57 1,366.59

Note 24
REVENUE FROM OPERATIONS (` in Lakhs)

Particulars
March 31, 2019 March 31, 2018
1. Sale of Products (including excise duty in FY 2017-18) 75,905.44 64,385.00
2. Other Operating Revenues
a. Sale of Scrap 155.40 82.34
b. Testing Charges 103.35 110.95
c. Export Incentives 774.45 654.43
1,033.20 847.72
76,938.64 65,232.72
Note 25
OTHER INCOME
1. Interest Income
a. Interest Income on bank and other deposits 138.56 129.04
b. Fair Value gain on Financial Instruments at amortised cost 63.44 57.86
2. Other Non-Operating Income
a. Insurance Claim Received 1.67 1.00
b. Profit on Sale on Assets 0.33 -
c. Net Gain on Foreign Currency Translation and Transactions - 641.40
d. Adjustment on account of Foreign Currency Translation Reserve withdrawal 0.44 -
e. Balances Written Back (Net) 32.30 5.92
f. Other Income 60.76 -
g. Fair value gain / (Loss) on Investments 10.30 (1.95)
307.80 833.27
Note 26
COST OF MATERIAL CONSUMED
Opening Stock 4,677.26 5,228.12

Add: Purchase 35,127.44 32,553.22
Total 39,804.70 37,781.34
Less: Closing Stock 3,977.86 4,677.26
35,826.84 33,104.08
Note 27
COST OF CONSUMABLES
Consumption of Petcoke 1,745.87 1,687.56

Consumption of Furnace Oil 2,431.81 1,173.21
Consumption of Husk 819.56 618.58
Consumption of Coal 3,390.62 2,595.08
Consumption of LDO/Kerosene 815.51 1,272.57
9,203.37 7,347.00

Note 28
CHANGES IN INVENTORIES OF FINISHED GOODS,WORK-IN-PROGRESS AND STOCK-IN-TRADE (` in Lakhs)

March 31, 2019 March 31, 2018
1. Finished Goods
a. Opening Stock: 7,769.06 6,749.03
b. Closing Stock: 9,208.82 7,769.06
(1,439.76) (1,020.03)
2. Work-in-progress
a. Opening Stock: 3,427.68 3,001.94
b. Closing Stock: 3,366.87 3,427.68
60.81 (425.74)
3. Stock-in-Trade
a. Opening Stock: 288.57 -
b. Closing Stock: 288.57 288.57
- (288.57)
Total Decrease / (Increase) (1,378.95) (1,734.34)
Note 29
EMPLOYEE BENEFITS EXPENSE
Salaries & Wages 2,849.29 2,420.07

Contribution to Provident and Other Funds 296.48 199.39
Staff Welfare Expenses 181.32 141.04
3,327.09 2,760.50
Note 30
FINANCE COSTS
Interest Expense 2,640.70 2,710.81

Interest on Others 569.63 363.39
Unwinding of Interest/Discount on Financial Instruments 227.43 121.79
Other Borrowing Costs 858.76 998.07
Preference Dividend 76.64 332.50
4,388.91 4,594.25
Note 31
OTHER EXPENSES

March 31, 2019 March 31, 2018
Power 3,472.53 3,312.28
Consumables - Others 433.78 373.86
Equipment Hire Charges 483.08 490.29
Consumption of Stores & Spares 1,560.63 797.11
Repairs & Maintenance - Buildings 69.74 19.70
Repairs & Maintenance - P & M 931.04 305.20
Labour costs 909.23 777.78

March 31, 2019 March 31, 2018
Factory/Godown Maintenance 369.41 349.14
Effluent Disposal Expenses 1,364.51 1,113.79
Transportation Charges 682.68 614.99
Insurance 169.37 149.52
Packing Charges 2,017.94 1,737.52
Shipping & forwarding Charges 3,158.00 2,806.61
Other Selling Cost 757.52 511.40
Rent 641.37 613.14
Rates & Taxes 77.56 225.70
CSR Expenses 49.47 33.37
Bank charges 305.60 265.59
Net Loss on Foreign Currency Transaction & Translation 436.54 -
Travelling, Vehicle Maintenance & Conveyance 394.69 344.12
Professional & Consultancy Charges 230.95 198.56
Security Charges 89.05 85.30
Excise Duty Adjustment on Opening Stock - (739.27)
Miscellaneous Expenses 1,439.00 581.94
20,043.69 14,967.64
Disclosures:
Audit Fee
The details of payments to auditors included in Professional & Consultancy charges
above, are given below
i Audit Fee 9.50 9.50
ii For Taxation Matters 3.50 3.50
iii For Other Services 1.20 0.90
Note 32
TAX EXPENSE
Current Tax for the year 741.03 535.46

Income Tax adjustments pertaining to earlier year 157.06 30.28
Deferred Tax for the year (19.50) (392.74)
MAT Credit Entitlement recognised for the year 433.74 594.32
Note 33
Group:
VCL has three 100% wholly owned subsidiaries – Vishnu Barium Private Limited in India and two overseas subsidiaries – Vishnu Hong Kong
Limited and Vishnu South Africa Pty Limited.
Vishnu Hong Kong Limited, incorporated in Hong Kong, ceased functioning in March 2018 and a provision for the entire investment and
other receivables has been made in the books of the holding company-Vishnu Chemicals Limited has been in 2018-19. The closure of the
company was effected in 2018-19 as per the laws of Hong Kong and hence Vishnu Hong Kong Limited ceased to exist.
Vishnu South Africa Pty Limited was incorporated in 2017-18 in South Africa but is yet to commence operations. Though the incorporation
was carried out, no investment towards Share Capital was made in that company as the same was not required on incorporation as per
the laws of that country.

Note 34
Contingent Liabilities and Commitments (To the Extent Not Provided for): (` in Lakhs)
Sl Particulars As on 31.03.2019 As on 31.03.2018

1. Contingent Liabilities:
a. Claims against company not acknowledged as debt 1,097.29 140.89
a. Indemnity given by company to the banks for Bank guarantees and Letters of Credit 424.49 1,592.43
2. Commitments:
a. Estimated amount of contracts remaining to be executed on capital account and
not provided for 575.23 1,197.93
Note 35
Segment Reporting:
As the Company is engaged in manufacture and sale of chemicals, the same has been identified as the sole operating segment.
Details of Revenue from manufacture and sale of chemicals by location of Customers: (` in Lakhs)
Geographic Location 2018-19 Revenue 2017-18 Revenue

Domestic 39,192.66 34,069.28
Overseas 36,712.78 30,315.72
Details of Non-Current Assets* (` in Lakhs)
Geographic Location As on 31.03.2019 As on 31.03.2018

Domestic 38,325.71 38,027.40
Overseas - -
*
Non-current assets exclude financial instruments, deferred tax assets, post-employment benefit assets and rights underinsurance
contracts.
Disaggregated Revenue:
As the Company is engaged in manufacture and sale of chemicals with no diversity, no separate disaggregation of revenue is reportable
Note 36
Related Party Disclosures:
a) Details of Related Parties:
Sl No Name of the Related Party Nature of Relationship
1 Sri. Ch. Krishna Murthy Chairman and Managing Director
2 Smt. Ch. Manjula Director
3 Sri. Ch. Siddartha Joint Managing Director
4 Sri. P. Anjaneyulu Chief Financial Officer (from30/05/2018)
5 Sri. V. Laxminarayana Chief Financial Officer (from 28/08/2017 to 01/05/2018)
6 Sri. Kishore Kathri Company Secretary
7 M/s. Vasantha Transport Corporation Entity in which Key Management Personnel are interested
8 K.M.S. Infrastructure Limited Entity in which Key Management Personnel are interested
9 Vishnu Life Sciences Limited Entity in which Key Management Personnel are interested
10 Vishnu Barium Private Limited Wholly Owned Subsidiary
11 Vishnu South Africa Pty Limited Wholly Owned Subsidiary
12 Vishnu Hong Kong Limited Wholly Owned Subsidiary (ceased operations and company wound up

b) Details of Transactions: (` in Lakhs)
Concerns in which Key Management is

Key Management Personnel
Nature of Transaction Interested
2018-19 2017-18 2018-19 2017-18
Remuneration 191.96 150.61 -- -
Rent 52.47 34.98 6.00 6.00
Maintenance Services - - 21.42 19.22
Transportation Charges - - 1,212.07 1680.34
Hire Charges 4.32 1.50 62.41 64.11
Contract Services - - 151.45 22.48
Advances to Interested Concerns - - - 162.40
Payables as on 31st March 2018 16.24 8.00 158.60 54.64
Note 37
There is no change in Equity Share Capital of Vishnu Chemicals Limited during the year. The Public Shareholding as on March 31, 2019 is
25%.
Note 38
During the previous year the authorized share capital of the Vishnu Chemicals Limited (VCL) increased from ` 75,00,00,000/- divided into
1,50,00,000 Equity Shares of ` 10/- each and 6,00,00,000 Preference Shares of ` 10/- each to ` 95,00,00,000/- divided into 1,50,00,000
Equity Shares of ` 10/- each and 8,00,00,000 Preference Shares of ` 10/- each by alteration of Clause V of Memorandum of Association
the company vide shareholders postal ballot resolution dated 26th January, 2018.
Further during the previous year i.e. on 29th March, 2018, VCL issued and allotted 7,66,37,500 further 7% Cumulative Redeemable
Preference Shares (CRPS) of face value of ` 10/- each aggregating ` 76,63,75,000/- to the existing 7% Cumulative Redeemable Preference
Shareholders in lieu of their existing unredeemed 4,75,00,000 7% Cumulative Redeemable Preference Shares of face value of ` 10/- each
aggregating ` 47,50,00,000/- and the outstanding accumulated dividend thereon amounting to ` 29,13,75,000/- as on 31st March, 2017
pursuant to section 55(3) of the Companies Act, 2013 read with rules made there under. Subsequently, the said allotment was ratified
by the Board of VCL on receipt of the order dated 13th April, 2018 from Hon’ble National Company Law Tribunal, Bench at Hyderabad
(NCLT) under section 55(3) of the Companies Act, 2013 and according to NCLT order dated 13th April, 2018 the existing 4,75,00,000 7%
Redeemable Preference Shares of ` 10/- each deemed to have been redeemed.
The paid-up share capital of VCL as on financial year ended 31st March, 2019 and financial year ended 31st March, 2018 is ` 88,58,35,200/-
divided into 1,19,46,020 Equity Shares of ` 10/- each and 7,66,37,500 Cumulative Redeemable Preference Shares of ` 10/- each.
Note 39
Employee Benefits:
1. Defined Contribution Plan:

The group makes contributions towards provident fund and employee state insurance regularly at the applicable rates based on
the salaries of the eligible employees. The obligation of the group is limited to making the contributions and there is no further
contractual or constructive obligation.
The following are the details of contributions made during the year which are debited to Statement of Profit & Loss:
(` in Lakhs)
Contribution to Provident Fund 123.14 111.17
Contribution to Employee State Insurance 23.74 25.58

2. Defined Benefit Plan – Gratuity:
The Parent Company and the Subsidiary Company (Vishnu Barium Private Limited) has identified the gratuity plan as the Defined
Benefit Plan. The plan is funded with Life Insurance Corporation of India in the form of qualifying group gratuity insurance policies.
The details of present value of obligation, fair value of plan assets, expense recognized in Statement of Profit & Loss and Other
Comprehensive Income are given below
(` in Lakhs)
Sl Particulars
2018-19 2017-18
1 Assumptions:
Discount Rate 7.60% 7.42%
Escalation 5.5% 3%
2 Changes in present value of obligations
Present value of obligations at beginning of year 343.06 296.12
Interest Cost 24.83 19.33
Current Service Cost 35.44 30.38
Past Service Cost – (vested benefits) - 9.18
Benefits Paid (21.64) (14.23)
Actuarial (gain)/ loss on obligation 140.06 2.29
Present Value of obligation at end of year 521.76 343.06
3 Changes in Fair Value of Plan Assets
Opening fair value of plan asset 41.97 55.81
Adjustment to opening Fair Value of Plan Asset (1.59) (1.50)
Return on Plan Assets excl. interest income 1.00 (2.91)
Interest Income 3.84 3.21
Contributions by Employer 43.65 1.59
Contributions by Employee - -
Benefits paid (21.64) (14.23)
Fair Value of plan Assets at end 67.23 41.97
4 Amount to be recognized in the balance sheet
PVO at end of period 521.76 343.06
Fair Value of plan Assets at end of period 67.23 41.97
Funded status (454.53) (301.10)
Net Asset/(liability) recognized in the balance sheet. (454.53) (301.10)
5 Expenses recognized in the statement of P&L a/c:
Current service cost 35.44 30.38
Net interest 20.98 16.12
Past Service cost – (non vested benefits) - -
Past Service cost – (vested benefits) - 9.18
Curtailment effect - -
Settlement effect - -
Unrecognised past service cost- non vested benefits - -
Expense recognized in the statement of P&L a/c 56.42 55.68
6 Other Comprehensive Income (OCI): 140.06 2.29
Actuarial gain/(loss) recognized for the period - -
Asset limit effect (1.00) 2.92
Return on plan assets excluding net interest
Unrecognised Actuarial (Gain)/Loss from previous period - -
Total actuarial (gain)/ loss recognized in (OCI) 139.06 5.20
Sensitivity Analysis: (` in Lakhs)
Discount Rate Salary Escalation Rate

Particulars
+1% -1% +1% -1%
Present Value of Obligations 447.67 572.58 571.55 477.90
Categories of Plan Assets: (` in Lakhs)
Particulars 31.03.2019 31.03.2018

Gratuity Fund managed by Life Insurance Corporation of India 67.23 41.97

Note 40
Earnings Per Share:
Net profit after tax 24,36,44,865 14,42,37,261
Weighted No. of Equity shares for Basic EPS 119,46,020 119,46,020
Nominal value of equity share (in ` per share) 10 10
Basic and Diluted EPS (in ` per share) 20.40 12.07
Note 41
Unrecognised Deferred Tax Asset:
Net deferred tax asset available to Vishnu Barium Private Limited on its losses, gratuity & compensated absences and provision for non-
moving stock has not been recognised in the books of account as there is a probability that taxable profit may not be available against
which such deferred tax asset can be realized.
The details of deferred tax assets and liabilities are as given below –
Deferred tax asset:
On account of unabsorbed depreciation 770.02 1,066.57
On account of gratuity & compensated absences 31.48 22.26
On account of non-moving stock 3.80 -
Deferred tax liability:
On account of fixed assets 315.16 272.24
Deferred tax asset (Net) 490.14 816.59
Note 42
Unhedged Foreign Currency Exposure:
The details of foreign currency exposure at the end of the year which are not hedged by any derivative instruments are given below:
Particulars 31.03.2019 31.03.2018
Trade Receivables 9063.74 9281.47
Trade Payables 4689.68 11018.27
Note 43
Additional information pursuant to the provisions of Schedule III of the Companies Act, 2013:
Net Assets Share in Total Comprehensive Income
Sl Name of the Entity As % of Consolidated As % of Consolidated
Amount Amount
Net Assets Net Profit
1. Holding Company
Vishnu Chemicals Limited 11,384.38 79.95 1,042.02 44.40
2. Subsidiary:
Indian Subsidiary
Vishnu Barium Private Limited 2,855.86 20.05 1,304.64 55.60
TOTAL 14,240.24 100.00 2,346.66 100.00
Note 44
Previous year figures are regrouped and reclassified wherever considered necessary to conform to the classification/presentation of the
current year.
FRN: 016581S
Sd/- Sd/- Sd/-
M.No: 202150 DIN:01546339 DIN:01250728
Sd/- Sd/-

CIN: L85200TG1993PLC046359
Tel: 040-23396817, 23327723/ 29; Fax: 040-23314158
ATTENDANCE SLIP
26 ANNUAL GENERAL MEETING HELD ON 27th JUNE, 2019
th
DP Id. Name & Address
Client Id. / Regd. Folio. No.
No. of Shares held
I certify that, I am a member / proxy for the member of the company.

I hereby record my presence at the 26th Annual General Meeting of the company being held on Thursday, June 27, 2019 at 10.00 AM
at Film Nagar Cultural Centre, Dr.D.Ramanaidu Building, Road No. 6, Film Nagar, Jubilee Hills, Hyderabad – 500 096.
Name of the Member/Proxy_______________________ Member / Proxy’s signature

Note: Please complete the form and handover at the entrance of the hall. Members are requested to bring their copies of Annual Report
to the Annual General Meeting.
Location Map of AGM Venue: Film Nagar Cultural Centre, Dr. D. Ramanaidu Building, Road No. 6, Film Nagar, Jubilee Hills, Hyderabad,
Telangana – 500033.
Film Nagar
Cultural Center

CIN: L85200TG1993PLC046359
Tel: 040-23396817, 23327723/ 29; Fax: 040-23314158
PROXY FORM
(Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014
Name of the Member(s): e-mail ID:
Registered address: Folio No/

Client Id*:
DP ID*:
I/we, being the member(s) of holding __________shares of Vishnu Chemicals Limited, hereby appoint:
1) ___________________________ of ___________________________ having e-mail id ________________________________

Signature_________________________ or failing him/her


as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 26th Annual General Meeting of the Company to
be held on Thursday, June 27, 2019 at 10.00 AM at Film Nagar Cultural Centre, Dr.D.Ramanaidu Building, Road No. 6, Film Nagar,
Jubilee Hills, Hyderabad – 500 096 and at any adjournment thereof in respect of such resolutions as are indicated below:
S.No. Resolutions For Against Abstain

Ordinary Business:
To consider and adopt the Standalone Financial Statement of the Company for the financial
1
year ended March 31, 2019
To consider and adopt the Consolidated Financial Statement of the Company for the financial
2
year ended March 31, 2019
3 Declaration of Dividend on Equity Shares
4 Re-appointment of Mrs. Ch. Manjula (DIN: 01546339), as a Director liable to retire by rotation
Special Business:
To approve re-appointment Mr. Pradip Saha as Independent Director of the company for
5
second term
6 To appoint Mr. Santanu Mukherjee as a Director of the Company
To give advances, loans including any loan represented by a book debt, or give any guarantee
7 or provide any security in connection with any loan taken by entities in whom the director of
the company is/ are interested
Approval for payment of remuneration to executive directors in terms of Regulation 17(6)(e) of
8
SEBI Amended Listing Regulations for the remaining tenure of their appointment
To approve variation of terms of the existing 7,66,37,500 7% Cumulative Redeemable
9
Preference Shares (CRPS) of the company
10 Ratification of Remuneration to be paid to the Cost Auditors for the financial year 2019-20
Approval for fees to be charged for Service of documents under Section 20 of the Companies
11
Act, 2013
* Applicable for investors holding shares in electronic form.

Signed on…….... day of……….... 2019
Affix
Revenue
Stamp
Signature of Shareholder / Proxy holder(s) ____________________________________
Note: 1. This form of proxy in order to be effective should be duly stamped, completed, signed and deposited at the Registered Office of
the Company, not less than 48 hours before commencement of the Meeting.
Note: 2. It is optional to indicate your preference if you leave the For, Against or Abstain Columns blank, against any or all resolutions, your
proxy will be entitled to vote in the manner as he/she may deem appropriate.

Book Post
Advisory & Design: www.corpcommstudio.in
If undelivered, please return to:
CIN: L85200TG1993PLC046359
Tel: 040-23396817, 23327723/ 29; Fax: 040-23314158

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VISHNU

Chief Financial Officer Indian Overseas Bank Vishnu Barium Plant:

The Company nurture responsible inorganic

Annual Report 2018-19 1

Revenue Profit Before Tax

Profit After Tax EBIDTA

Revenue Profit Before Tax

Profit After Tax EBIDTA

2 VISHNU CHEMICALS limited

On behalf of the Board of Directors and the Company, it is

During the year we progressed on our vision to be a world

As a leading global player in the chrome chemical market,

Vishnu Chemicals is committed to the conservation of

I take this opportunity to thank our

Ch. Krishna Murthy

Annual Report 2018-19 3

Products Exported to over Overseas Offices Offices in India

Annual Report 2018-19 5

CHROME OXIDE GREEN

6 VISHNU CHEMICALS limited

Annual Report 2018-19 7

• Proven track record in custom synthesis,

8 VISHNU CHEMICALS limited

We function in compliance to all Local, State

FY19 CSR OUTLAY

Annual Report 2018-19 9

Awareness programs and training to all the

In the year 2005 Vishnu Chemicals established

Environmental Management efforts are:

• Installation of air emission control equipment

• Effluent wastewater treatment facility with

• Stabilisation of waste residue, using an

• Development of ‘‘Green Belt’’ on the

• Conservation of natural resources: minerals,

10 VISHNU CHEMICALS limited

Key Areas of Our Social Intervention

Drinking Water Education

Swachh Bharat Environment

Rural Infrastructure Elders Care

Annual Report 2018-19 11

NOTICE OF TWENTY SIXTH ANNUAL GENERAL MEETING

Annual Report 2018-19 13

14 VISHNU CHEMICALS limited

Annual Report 2018-19 15

16 VISHNU CHEMICALS limited

Annual Report 2018-19 17

For Members holding shares in Demat Form and Physical Form:

18 VISHNU CHEMICALS limited

Annual Report 2018-19 19

20 VISHNU CHEMICALS limited

Annual Report 2018-19 21

22 VISHNU CHEMICALS limited

Annual Report 2018-19

Consolidated Financial Statement

24 VISHNU CHEMICALS limited

Equity shares Preference Share

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Annual Report 2018-19 25

h) Foreign Venture Capital