The Directors have pleasure in presenting the 37th Annual Report on
 the business and operations of your Company together with Audited
 Financial Statements for the year ended 31st March, 2012.
 
 FINANCIAL RESULTS:
 
                                                2011-12      2010-11
                                               (Rs.In lakhs)(Rs.In lakhs)
 
 Turnover of Sales                              16,881.16     14,679.35
 
 Less: Excise Duty                               1,683.95      1,454.88
 
 Net Sales                                      15,197.21     13,224.47
 
 Profit Before Tax                                 801.05        817.88
 
 (Less): Deferred Tax_                             (32.82)       (25.71)
 
 Less: Provision for Taxation                     (103.98)      (144.80)
 
 Profit after Tax                                  664.25        645.48
 
 Add: Balance as per last year_:                 2,314.31      1,872.59
 
 Add : Transfer from Revaluation Reserve             1.89          1.89
 
 Total                                           2,980.45      2,519.97
 
 Appropriation
 
 General Reserves                                   70.00         65.00
 
 Set off of Dividend Tax in respect 
 of dividend from Subsidiary                       (22 18)       (18 27)
 Company.
 
 Proposed Dividend                                 149.47        136.75
 
 Tax on Proposed Dividend                            Nil          22.18
 
 Dividend on Shares issued 
 on Amalgamation                                      -             -
 
 Balance carried to Balance Sheet                2,783.16      2,314.30
 
 Total                                          2,980.451      2,519.90
 
 PERFORMANCE REVIEW
 
 Your Company has recorded an increase in Sales of 14.92% with an
 increase in profit after tax (PAT) by 2.91 %. The Earning per Share
 (EPS) increased to Rs. 10.44 as at 31st March, 2012 from Rs. 10.15 at the
 end of the previous fiscal year. A separate section on Management
 Discussion and Analysis follows in this annual report where in the
 Company Performance, Industry Environment, Economy, and the other
 aspects of your company''s business are highlighted.
 
 DIVIDEND
 
 The Board of Directors recommends a dividend of Rs. 2.35 per Equity Share
 (Previous year Rs. 2.15) for the financial year ended 31st March, 2012.
 The total outflow on account of dividend amount to Rs. 149.47 Lakhs. The
 Company has also transferred the amount of Rs. 70 Lakhs (Previous year Rs.
 65 Lakhs) from its current year''s profit to General Reserves.
 
 SAFETY, HEALTH, ENVIRONMENT, AND QUALITY (SHEQ)
 
 Your Company follows an integrated SHE-Q Management System under which,
 the Tarapur plants are ISO 9001, ISO 14001, OHSAS 18001 and ISO/TS
 16949 certified. The corporate office and the Baddi and Dudhwada plants
 are ISO 9001 certified and the Company is in process to obtain ISO
 14001 and OHSAS 18001 for its Baddi and Dudhwada Plant.
 
 DEPOSITS
 
 The Company has accepted deposits from the public as per the Section
 58A of the Companies Act, 1956 and the Companies (Acceptance of
 Deposits) Rules, 1975. There were no dues and unclaimed deposits during
 the year under review.  
 
 DIRECTORS
 
 In accordance with the Articles of Association of the Company, Mr.
 Mahendra K. Ghelani and Mr. Ashwin R. Nagarwadia, Directors of the
 Company, are liable to retire by rotation at the ensuing Annual General
 Meeting and being eligible, offer themselves for re-appointment.
 
 SUBSIDIARY COMPANIES
 
 The Ministry of Corporate Affairs vide their Letter no.
 5/12/2007-CL-lll dated 8th February, 2011 has granted a general
 exemption under Section 212(8) of the Companies Act, 1956 for
 publication of the Accounts of subsidiary companies , subject to
 fulfillment of certain conditions. In view of the same, your company is
 also exempted from publication of the accounts of its subsidiaries
 under the provisions of Section 212 of the Companies Act, 1956. The
 Annual Accounts of the Subsidiary Companies and related detailed
 information will be made available to shareholder seeking such
 information at any point of time and the Annual Accounts of the
 Subsidiary Companies will be available for inspection at the registered
 office of the Company. The statement as required under Section 212(1
 )(e) of the Companies Act, 1956 and the statement containing the
 details of the Subsidiary Companies as required to be given as per the
 above exemption letter are enclosed herewith and forms part of this
 annual report.
 
 Further, as stipulated by Clause 32 of the Listing Agreement and as per
 the conditions stated in the above letter, the Company, in accordance
 with the requirements of Accounting Standard 21 and Accounting Standard
 27 on consolidated Financial Statements read with Accounting Standard
 23 on Accounting for Investments in Associates, has prepared the
 Consolidated Financial Statements for the year ended 31st March, 2012
 and the same is attached to this Annual Report.  
 
 AUDITORS
 
 The Statutory Auditors of your Company M/s. Kastury & Talati, Chartered
 Accountants, Mumbai who were appointed as Auditors to hold office until
 the conclusion of the ensuing Annual General Meeting are eligible for
 re-appointment.  The Company has received the Certificate from them to
 the effect that their appointment, if made, would be within the
 prescribed limits under Section 224 (1 -B) of the Companies Act, 1956.
 
 DISCLOSURE UNDER SECTION 274(1) (g)
 
 None of the Directors of the company are disqualified for being
 appointed as Directors as specified under Section 274(1 )(g) of the
 Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000.
 
 CODE OF CONDUCT
 
 The Company has introduced the Code of Conduct as per revised clause 49
 of the Listing Agreement applicable to all the Directors and Senior
 Management of the Company. Pursuant to said regulation, the Company has
 received a confirmation from all the Directors and Senior Management of
 the Company about the compliance of the said code of conduct during the
 financial year ended 31st March, 2012.
 
 CORPORATE GOVERNANCE
 
 A separate report on Corporate Governance is attached as a part of the
 Annual Report along with the Auditor''s Statement on its compliance.
 
 CORPORATE SOCIAL RESPONSIBILITY
 
 Your Company continued its CSR initiatives. Please refer to the Report
 on Corporate social Responsibility for more information on these
 activities.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Your Directors give hereunder Director''s Responsibility Statement
 pertaining to the accounts of the Company
 
 i) that in preparation of the Annual Accounts for the year ended 31st
 March, 2012, the applicable accounting standards had been followed
 along with proper explanation relating to material departures, if any;
 
 ii) that the directors had selected such accounting policies and
 applied consistently and made judgments and estimates that were
 reasonable and prudent so as to give true and fair view of the state of
 affairs of the Company at the end of the financial year ended 31st
 March, 2012 and the profit of the Company for the year under review;
 
 iii) that 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;
 
 iv) that the annual accounts for the year ended 31st March, 2012 have
 been prepared on a ''going concern basis''.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
 EARNINGS AND OUT GO
 
 The prescribed particulars Under Section 217(1) (e) of the Companies
 Act, 1956 relating to Conservation of Energy, Technology Absorption and
 Foreign Exchange and outgo are furnished in Annexure to this Report.
 
 PARTICULARS OF EMPLOYEES
 
 None of the employees is covered under Section 217(2A) of the Companies
 Act, 1956 read with the Companies (Particulars of Employees) Rules,
 1975 as amended.
 
 ACKNOWLEDGEMENTS
 
 Your Board takes this opportunity to thank the customers, vendors,
 shareholders and bankers for the faith reposed in the Company. Your
 directors also place on record their sincere appreciation of the
 contribution of its employees for their competence, hard work and
 cooperation.
 
                         For and on behalf of the Board of Directors 
 
                                       of Chembond Chemicals Limited
 
                                                   Dr. Vinod D. Shah
 
                                                  Executive Chairman 
 
 Place: Mumbai 
 
 Date: 28th July, 2012