The Directors hereby present FORTY SIXTH Annual Report together with
 the Audited Financial Statements of your Company for the year ended on
 31st December, 1999.
 
 Financial Result                      Current Year       Previous Year
                                               1999                1998
                                                 Rs.                Rs.
 
 Gross Income                           26,28,11,254       37,50,97,401
 
 Gross (Loss) before Interest          (1,51,40,501)        (59,35,719)
 Depreciation, Taxation, Abnormal
 & prior Years Adjustments
 
 Add : Interest                          6,21,15,552        5,18,71,411
 
 Lease Rent                                96,50,227          75,08,666
 
 Depreciation                            1,07,90,151        1,12,00,728
 
 Items/Abnormal & prior Year
 Adjustments                              (1,03,894)        2,81,82,701
 
 Provision for Taxation                   (2,87,637)           7,28,694
 
 Net (Loss)                            (9,73,04,900)     (10,54,27,919)
 
 Balance brought Forward 
 from last year                       (33,85,05,178)     (23,30,77,259)
 
 Balance carried to Balance Sheet     (43,58,10,078)     (33,85,05,178)
 
 
 Operations :
 
 Gross Income during the current year is lower than previous year on
 account of working capital constraints, and suspension of work during
 last quarter at factory. The Net Loss is decreased from Rs, 105,42 lacs
 to Rs. 97,30 lacs.
 
 Plans for Restructuring of Business
 
 The Company has been declared as Sick Industrial undertaking by Board
 for Industrial and Financial Reconstruction (BIFR) and ICICI Ltd.,
 have been appointed as operating Agency. The Company has submitted
 Restructuring Proposal for consideration of operating Agency.
 
 Fixed Deposit
 
 The Company has not accepted/renewed any Fixed Deposits during the year
 under review. However a sum of Rs. 18,000/- remains unclaimed.
 
 Insurance
 
 Fixed Assets and Inventories of the Company are adequately insured.
 
 Safety & Environment
 
 The Company is fully committed to improve the safety of the personnel
 and the plant and has upgraded the effluent treatment facilities and
 constantly strives to protect and preserve the environment.
 
 Directors
 
 Shri P.H. Khatiwala, Chairman & Managing Director of the Company has
 resigned as managing Director with effect from 20th May, 2000. The
 Board of Directors have appointed him as Executive Chairman with effect
 from that date.
 
 Directors Shri A. M. Kadakia and Shri M. N. Karagatia resigned from the
 Board with effect from 20th April, 2000. Directors of the Company place
 on record their sincere appreciation of valuable guidance and advice
 rendered by Shri A. M. Kargatia and Shri M. N. Kargatia.
 
 Shri V. B. Malavia was appointed as an additional Director by the Board
 on 20th April, 2000. Shri V. B. Malavia hold office upto date of
 ensuing Annual General Meeting pursuant to Section 260 of the Companies
 Act 1956. A notice of intention to propose Shri V.B. Malavia for
 appointment as a Director has been received from a Member u/s 257 of
 the Companies Act, 1956.
 
 In accordance with the provisions of the Companies Act 1956 and the
 Companies Articles of Association, Shri H.S. Bhayani retire by rotation
 at the forthcoming Annual General Meeting, but being eligible has
 offered himself for re-appointment.
 
 Conservation of energy, technology absorption and foreign exchange
 earnings/outgo.
 
 The information required under Section 217 1(e) of the Companies Act
 1956 read with the Companies (Disclosure of particulars in the Report
 of the Board of Directors) Rules 1988 with respect to these matters is
 appended hereto and forms part of this Report.
 
 Comments on the observations made by Auditor's in their Report Item No
 in the Report :
 
 1. a) Doubtful debts amounting to Rs. 71,75,000/- have not been
 provided as company has initiated legal proceedings against the said
 debtors. Provision/adjustments in respect of the same will be made on
 the matter being finally disposed off by the courts.
 
 b) The company has maintained the records of fixed assets right from
 inception however in view of the hazardous manufacturing process and
 multiple use of major plant/equipment for different product mix makes
 it difficult to maintain upto date item wise particulars of fixed
 assets. Attempts are being made to keep detailed account of numerous
 items of fixed assets.
 
 2. The remarks made by the Auditors in their report regarding
 preparation of Accounts on going concern basis. Non provision of Wages,
 confirmation of Balances, Capitalisation of Interest on fully
 convertible Debentures allotment monies are self explanatory.
 
 Auditors
 
 The members are requested to appoint Auditors and fix their
 remuneration. The Company has received a certificate pursuant to the
 provision of Section 224(1) of the Companies Act 1956 regarding the
 eligibility for the appointment from M/s. M. P. Chitale & Co. Chartered
 Accountants, the present Auditors of the Company.
 
 CONSUMPTION PER UNIT OF PRODUCTION
 
 The Company manufactures a large variety of products before reaching
 the finishing stage pass through various operations in the different
 plants. It is therefore, not feasible to furnish the information in
 respect of consumption per unit of production.
 
 FORM - B
 
 Form of Disclosure of particulars with respect to technology
 Absorption.
 
 Research & Development
 
 1. Specific areas in which R & D activities are being carried out by
 the Company Are :
 
 In View of the globalisation of trade, new challenges coupled with new
 opportunities arc being created continuously. The Company continues to
 make inroad in development inhouse technology which have contributed
 to the Company's growth and performance over the years.
 
 2. Benefits derived as a result of the above R&D :
 
 As a result of R&D efforts, there has been an improvement in quality o]
 various products of the Company, to meet specialised market
 requirements
 
 3. Future plan of Action :
 
 The Company has diversified the existing lines of production for
 getting more benefits of export markets and also proposes to introduce
 new value added chemicals.
 
 
 Expenditure on R&D :                                 Rs.       Rs.
 
 a) Capital                                         55126     37397
 
 b) Recurring                                      719248    581857
 
 c) Total                                          774374    619254
 
 d) Percentage of turnover                          0.34%     0.19%
 
 
 Technology absorption adaptation and innovation
 
 1. Efforts, in brief, made towards technology absorption, adaptation
 and innovation. :
 
 The Company has not purchased or got any technology from abroad during
 the year. However the company is m the process of further improving its
 quality control methods and testing facilities.
 
 Benefits derived as a result of the above efforts e. g. product cost
 reduction product development import substitution :
 
 R & D Department is engaged in quality Control process improvement
 technology up gradation development of new range of pesticides &
 intermediates, evaluation alternate raw material and minimizing
 effluent load/recycling of waste etc.
 
 3. In case of imported technology (imported during the last 5 years
 reckoned from the beginning of the financial year), following
 information may be furnished.  :   N.A.
 
 a) Technology imported  :  N.A.
 
 b) Year of import
 
 c) Has technology been fully absorbed?
 
 d) If not fully absorbed, areas where this has not taken place, reasons
 therefore and future plans of action.
 
 Disclosure of particulars with respect to
 
 Foreign Exchange Earnings and Outgo
 
 1. Total Foreign Exchange Earned (Rs. in lakhs)     3.53        286.68
 
 2. Total Foreign Exchange Used (Rs. in lakhs)       2.98          2.06