The Directors are pleased to present the Eighteenth Annual Report and
 Audited Accounts for the Year ended March 31st, 2012.
 
 FINANCIALS RESULTS
  
                                                         (Rs. In Lacs)
 
                                           2011-2012      2010-2011
 
 Total Income                                7945.91        5668.95
 
 Total Expenditure                           7193.32        5338.54
 
 Profit before Interest & Depreciation        752.59         637.92
 
 Interest                                     123.41          95.41
 
 Depreciation                                 332.17         307.51
 
 Profit Before Tax                            297.01         235.00
 
 Provision for taxation
 
 a) Current tax                                59.43          46.84
 
 b) Deferred tax                               (3.66)         19.72 
 
 Profit after Tax                             241.24         168.44 
 
 Balance brought forward from earlier year    565.05         444.18 
 
 Profit available for appropriation           806.29         612.62 
 
 APPROPRIATION :
 
 Dividend on Equity Shares                                    40.93
 
 Dividend Distribution Tax                                     6.64
 
 Balance Carried to Balance Sheet            806.29          565.05
 
 DIVIDEND:
 
 To enable the company to augment and conserve money for long term
 working capital requirement, the Board of Directors do not recommend
 Dividend in this year.
 
 OPERATIONS:
 
 Ihe Operations of the Company are elaborated in the annexed Management
 Discussion and Analysis Report.  
 
 CORPORATE GOVERNANCE:
 
 In terms of clause 49, of the listing agreement, the Corporate
 Governance report is annexed as Annexure A forming part of this
 report.
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
 
 Management discussion and Analysis Report as required under clause 49
 of the listing agreement is annexed as Annexure B forming part of
 this report.
 
 FIXED DEPOSITS:
 
 The Company did not take any Fixed Deposits from the public and no
 fixed deposits were outstanding or unclaimed as on March 31,2012.
 
 LISTING OF SHARES:
 
 The equity shares of the company are listed on the Stock Exchange,
 Mumbai. (BSE code 531921) the listing fees for the year 2012-13 have
 been duly paid.
 
 INDUSTRIAL RELATIONS:
 
 The Company remains committed to Developing and fostering a culture of
 participation, engagement and accountability, and takes pride in the
 initiative and team-work, and in the spirit of excellence, demonstrated
 by all its employees; they have displayed exemplary team-work,
 result-orientation, and motivation; and also a sense of accomplishment
 from their contribution to the Company''s goals.
 
 COST AUDITORS :
 
 In Compliance with the Central Government''s order No.52/26/CAB-2010
 dated June 30, 2011, the Board has appointed M/s. Vinayak Kulkarni,
 Cost Accountants, Mumbai to carry out the cost audit in respect of
 insecticide products of the Company for the financial year 2011-12.
 
 The Due date for filing of the Cost Audit Reports for the financial
 year 2011-12 is September 30, 2012.
 
 DIRECTOR''S RESPONSIBILITY STATEMENT:
 
 Pursuant to section 217 (2AA) of the Companies Act, 1956, the Board of
 Directors of the Company hereby state and confirm that:
 
 1.  In the preparation of annual accounts for the year ended, March 31,
 2012 the applicable Accounting Standards have been followed. There are
 no material departures from the applicable accounting standards;
 
 2.  The Directors had selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company at the end of the financial year under review and of the
 profit of the Company for that year;
 
 3.  The Directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities;
 
 4.  The Directors have prepared Annual accounts for the year ended
 March 31, 2012 on a going concern basis. 
 
 DIRECTORS:
 
 Mr. Jawahar D. Patil , Mr. Bhavin Shah, Mr. Lalit Agarwal and Mr.
 Rajkumar Mehta retires by rotation at the forth coming Annual General
 Meeting and being eligible offer themselves for re-appointment.
 
 SUBSIDIARIES:
 
 Bituminex Cochin Pvt Ltd (BCPL) is a wholly owned subsidiary of Agarwal
 Industrial Corporation Ltd.
 
 CONSOLIDATED FINANCIAL STATEMENTS:
 
 In accordance with Accounting Standard 21, issued by the Institute of
 Chartered Accountants of India, Consolidated Financial Statements have
 been provided in the Annual Report. These Statements provide financial
 information about your Company and its subsidiary companies as a single
 economic entity. The Consolidated Financial Statements form part of
 this Annual Report.
 
 STATUTORY DISCLOSURES:
 
 Ministry of Corporate Affairs (MCA) vide circular No.51/12/2007-CL-III
 dated 8 February 2011 has given general exemption with regard to
 attaching of the balance Sheet, profit and loss account and other
 documents of its subsidiary companies subjects to fulfillments of
 conditions mentioned therein. The summary of the key financial of the
 company''s subsidiaries is included in this annual report.
 
 The annual accounts of the subsidiary companies and the related
 detailed information will be made available to the members of the
 company and its subsidiary company, seeking such information at any
 point of time. The annual accounts of the subsidiary company will be
 kept for inspection by any member of the company at its registered
 office and also at the registered office of the concerned subsidiary
 company.
 
 CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE
 EARNING AND OUTGO:
 
 (A) Conservation of Energy and Technology Absorption:
 
 The information required to be given U/s 217(i)(e) of the Companies
 Act, 1956 read with Companies (Disclosure ofparticulars in the report
 of Board of Directors) Rules, 1988 are as under :
 
 1) Conservation of Energy:
 
 a) Measures :
 
 (i) Electrical Energy :
 
 (a) Reducing the maximum demand by evenly distributing the loads
 throughout the day and increasing efficiency of plant and equipments.
 
 (b) Improving power factor by optimum choice of power factor
 improvement capacitors.
 
 (c) Monitoring the overall energy consumption.
 
 b) Additional Investments and proposals, if any, being implemented for
 reduction of consumption of energy.
 
 The Company is reviewing various proposals for reduction in consumption
 of energy.
 
 c) Impact of measures (a) and (b) above for reduction of energy
 consumption and Consequent impact on cost of production of goods are as
 under- Total energy consumption -
 
 Power and Consumption
 
 a).  Electricity
 
 1.  Purchase
 
 Unit                                  37,860
 
 Total Amount (Rs. Lacs)                 2.18
 
 Rate/Unit (Rs.)                         5.91
 
 b).  Own generation (Through D.G.Set)
 
 Diesel Oil Consumed (Ltrs)               902
 
 Total Amount (Rs.)                    41,115
 
 Avg. Per Ltr. (Rs.)                    45.58
 
 Unit                                    3608
 
 2) Technology Absorption:
 
 The Company has not imported any Technology. The Company has not yet
 established separate Research & Development facilities.
 
 3) Foreign Exchange Earnings and Outgo:
 
                         (''in Lacs)
 
 Particulars            2012-13
 
 Earnings                NIL
 
 Outgo                  2119
 
 AUDITOR''S REPORT:
 
 The observation made in the Auditor''s Report, read together with the
 relevant notes thereon are self-explanatory and hence, do not call for
 any comments under section 217 of the Companies Act, 1956.
 
 AUDITORS:
 
 Your Company''s Auditors M/s. RASHMI AGARWAL Chartered Accountants, hold
 office until the conclusion of the forthcoming Annual General Meeting.
 They have shown their willingness to accept the office as Statutory
 Auditors, if appointed. Your Company has received a written certificate
 from the Auditors to the effect that their re-appointment, if made,
 would be within the prescribe limit under section 224(1B) of the
 Companies Act, 1956.
 
 INTERNAL CONTROL SYSTEMS & ITS ADEQUACY :
 
 The Company has adequate internal control systems and procedures in
 place for effective and smooth conduct of business and to meet
 exigencies of operation and growth. The key business processes have
 been documented. The transactions are recorded and reported in
 conformity with generally accepted accounting practices. The Internal
 Control systems and procedure ensure reliability of financial
 reporting, Compliance with the company''s policies and practices,
 governmental regulations and statues. Internal audit is conducted by
 Independent firm of Auditors. Internal Auditors regularly check the
 adequacy of the system, their observations are reviewed by the
 management and remedial measures, as necessary, are taken.
 
 PARTICULARS OF EMPLOYEES:
 
 There are no employees of the Company for whom the provisions of
 section 217(2A) of the Companies Act, 1956 are applicable.
 
 ACKNOWLEDGMENT:
 
 The Board of Directors express their sincere appreciation for the
 contribution and commitment of the employees of the company and for the
 excellent support provided by the shareholders, customers,
 distributors, suppliers, bankers and other service providers during the
 financial year under review.
 
 Place: Mumbai.             For and on behalf of the Board of Directors
 
 Dated: 27/08/2012
 
                                                     JAIPRAKASH AGARWAL
   
                                                      Managing Director