The Directors have great pleasure in presenting 23rd Annual Report
 together with the Audited Accounts for the year ended March 31, 2012.
 
 FINANCIAL RESULTS:
  
                                              Year ended   Year ended
 Particulars                                  31.03.2012   31.03.2011
                                              Rs. In Lacs  Rs. In Lacs
 
 Sales & Other Income                           6301.41      6177.98
 
 Profit / (Loss) before tax and appropriations   (66.69)      239.69
 
 Profit / (Loss) after tax                       (47.11)       90.30
 
 Add : Balance brought forward from previous year 41.82         4.98
 
 Profit available for disposal                     (5.3)       95.27
 
 Proposed Dividend                                46.27        48.45
 
 Transfer to / (From) General Reserve            (70.00)        5.00
 
 Profit carried forward                           18.43        41.82
 
 DIVIDEND:
 
 Your Board is pleased to recommend for consideration of the
 Shareholders at the Annual General Meeting payment of a Tax free
 dividend for the year ended March 31, 2012 of Rs. 0.50 per share on
 each Equity share of Rs.10/- each which after approval shall be paid in
 accordance with the applicable Law. Members may appreciate that the
 company has maintained the dividend inspite of no profit in current
 year.
 
 This will be the 19th consecutive year of payment of Dividend by your
 company.
 
 OPERATIONS:
 
 During the year under review, your company has achieved total income of
 Rs. 6301.41 lacs against Rs. 6176.86 lacs in previous year and incurred
 a loss of Rs. 47.11 lacs as against a net profit of Rs. 90.30 lacs in
 previous year. This was due to steep rise of input costs and bad market
 condition.
 
 ISSUE OF SHARE CAPITAL AGAINST CONVERSION OF WARRANTS:
 
 The company has issued 45 lacs equity share of Rs 10 Each to warrant
 holders against exercise of conversion option of warrants issued on
 preferential basis during the year under review. Consequently the Paid
 up Equity share Capital stand increased to Rs 796.28 Lacs 
 
 The Listing of said equity has been duly approved from BSE Limited
 Mumbai.
 
 RESEARCH & DEVELOPMENT:
 
 The R&D department of the company has been arduously working to provide
 quality and value for money to the customers in keeping with market
 trends.
 
 FIXED DEPOSITS:
 
 Your Company has not accepted any fixed deposits from the Public during
 the year within the meaning of section 58A of the Companies Act, 1956
 and the rules made thereunder.
 
 BOARD OF DIRECTORS:
 
 As per the Provisions of the Companies Act, 1956 and its terms of the
 Articles of Association of the Company, Mr. P. S. Dalvi and Mr. Vinod
 Bhageria, Directors of the Company retire by rotation and being
 eligible, offer themselves for re-appointment.
 
 Mr. Surendra Shriram Gupta was appointed as additional director during
 the year, necessary resolution for his regular appointment is placed.
 
 DIRECTORS RESPONSIBILITY STATEMENT:
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors
 confirm that:
 
 1.  In the preparation of the annual accounts, the applicable
 accounting standards have been followed.
 
 2.  Appropriate policies have been selected and applied consistently
 and judgments and estimates wherever made are reasonable and prudent so
 as to give a true and fair view of the state of affairs of the Company
 as at March 31, 2012.
 
 3.  Proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis.
 
 DEPOSITORY SERVICES:
 
 The Company''s Equity Shares have been admitted to the depository
 mechanism of the National Securities Depository Limited (NSDL) and also
 the Central Depository Services (India) Limited (CDSL). As a result the
 investors have an option to hold the shares of the Company in a
 dematerialized form in either of the two Depositories. The Company has
 been allotted ISIN No. INE354C01019 Shareholders therefore are
 requested to take full benefit of the same and lodge their holdings
 with Depository Participants [DPs] with whom they have their Demat
 Accounts for getting their holdings in electronic form.
 
 CORPORATE GOVERNANCE:
 
 Your Company continued to practice good governance as set out by the
 Securities and Exchange Board of India. In addition to the basic
 governance issues, the Board laid a strong emphasis on transparency,
 accountability and integrity. The detailed report on compliance of
 Corporate Governance and Management Discussion Analysis as stipulated
 in Clause 49 of the Listing Agreement is enclosed and form part of this
 Report.
 
 CODE OF CONDUCT:
 
 Your Company is committed to conducting its business in accordance with
 the applicable laws, rules and regulations and highest standards of
 business ethics. In recognition thereof, the Board of Directors have
 implemented a Code of Conduct for adherence by the Directors and Senior
 Management Personnel of the Company. This will help in dealing with
 ethical issues and also foster a culture of accountability and
 integrity.
 
 AUDITORS:
 
 M/s. Sarda & Pareek, Chartered. Accountants, Auditors of the Company
 are retiring at the ensuing Annual General Meeting. They are eligible
 for re-appointment and have expressed their willingness to act as
 auditors, if re-appointed. The Company has received a certificate from
 them that they are qualified under section 224 (1) of the Companies
 Act, 1956, for appointment as Auditors of the Company. Members are
 requested to consider their appointment at a remuneration to be decided
 by the Board of Directors for the financial year ending March 31, 2013
 as set out in the Notice convening the Meeting.
 
 AUDITORS'' OBSERVATIONS:
 
 The observations of the auditors contained in their Report have been
 adequately dealt with in the Notes to the Accounts which are self
 explanatory and, therefore, do not call for any further comments.
 
 SECRETARIAL COMPLIANCE REPORT:
 
 As required under the amended provisions of the Companies Act, 1956,
 the Company is required to obtain Secretarial Compliance Certificate
 from a Practicing Company Secretary. The same is enclosed and form part
 of this report.
 
 AUDIT COMMITTEE:
 
 In accordance with the provisions of the Listing Agreement and
 Corporate Governance the Company has constituted an Audit Committee
 comprising of the following Directors viz., Mr. O. P. Bubna, Mr. P.S.
 Dalvi and Dr. Shyam Agrawal as members. The Audit Committee acts in
 accordance with the terms of reference specified from time to time by
 the Board.
 
 PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
 FOREIGN EXCHANGE EARNING AND OUTGO:
 
 The information pursuant to section 217 (I) (e) of the Companies Act,
 1956 read with the Companies ( Disclosure of particulars in the Report
 of Board of Directors ) Rules, 1988 are given in Annexure A to
 this report.
 
 PARTICULARS OF EMPLOYEES:
 
 None of the employees of the Company came within the purview of the
 information required u/s 217 (2A) of the Companies Act, 1956 read with
 the Companies (particulars of Employees) Rules, 1975 as amended.
 
 LISTING:
 
 The Company has listed its Equity Shares on BSE Limited, Mumbai.
 
 SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION:
 
 The Company has taken all the necessary steps for safety and
 environmental control and protection at the plant.  
 
 ACKNOWLEDGMENT:
 
 The Directors wish to convey their appreciation to the Company''s
 shareholders, customers, suppliers, bankers and distributors for the
 support they have given to the Company and the confidence, which they
 have reposed in its management and the employees for the commitment and
 dedication shown by them.
 
 Registered Office:                       For and on behalf of the Board
 
 A/101, Virwani Industrial Estate,         For BHAGERIA DYE-CHEM LIMITED
 
 W. E. Highway,
 
 Goregaon [East],
 
 Mumbai - 400 063                                        Suresh Bhageria
 
 May 26, 2012.                                                  Chairman