The Directors present their 36th Annual Report together with the
 audited accounts for the financial year ended 31st March, 2012.
 
 1.  FINANCIAL RESULTS:
 
                                                       (Rs. in Lacs)
 
                                      Current Year     Previous Year
                                          31.03.12          31.03.11
 
 Total Income (Gross)                      7315.43           9119.78
 
 Operating Profit before interest
 and depreciation                          1077.91           2515.40
 
 Interest and other financial 
 charges                                    358.66            298.02
 
 Profit before depreciation                 719.25           2217.38
 
 Depreciation & Amortization                215.80            188.96
 
 Profit after interest & depreciation       503.45           2028.42
 
 Less: Provision for taxation               143.03            557.43
 
 Profit after Tax available for 
 distribution                               360.42           1470.99
 
 Interim Dividend (including 
 Dividend Tax)                                   -            114.07
 
 Proposed Dividend (including 
 Dividend Tax)                              113.70            341.11
 
 Amount transferred to General 
 Reserve                                         -            147.09
 
 Balance of P&L A/c for the year            246.72            868.72
 
 Credit balance of P&L A/c carried
 forward from last year                    1281.47            412.75
 
 Profit/ (Loss) carried to 
 Balance Sheet.                            1528.17           1281.47
 
 2.  OPERATIONS:
 
 Your Company''s total revenue for the year 2011-12 (net of excise)
 amounted to Rs. 6748.94 lacs as compared to Rs. 8371.05 lacs of last year.
 The result for the year shows net profit after tax of Rs. 360.42 lacs as
 compared to the net profit of Rs. 1470.99 lacs in the previous year.
 
 Further details of operations are given in the management discussion
 and analysis report, which forms part of this report.
 
 3.  DIVIDEND:
 
 Considering the financial results achieved during the year under
 review, the Board of Directors has recommended the final dividend on
 9783240 Equity Shares @ 10% {Re. 1 per share (10%) Previous Year Rs. 6/-
 per share / 60%} for the financial year 2011-12 out of the net profit
 available for distribution.
 
 4.  FIXED DEPOSITS:
 
 The Company has not accepted any deposits within the meaning of Section
 58A of the Companies Act, 1956 and Rules made there under during the
 year.
 
 5.  CORPORATE GOVERNANCE:
 
 As per various amendments made in clause 49 of the Listing Agreement
 the Company has adopted the Code of conduct which is also available on
 the website of the Company. All the Board members and senior management
 personnel have affirmed compliance with the Code of Conduct.
 
 Pursuant to the clause 49 of the Listing Agreement, a separate section
 forming part of this report and titled as Corporate Governance is
 attached herewith.
 
 6.  PARTICULARS OF EMPLOYEES:
 
 There is no employee attracting the provisions of section 217(2A) of
 the Companies Act, 1956 read with the Companies (Particulars of
 Employees) Rules, 1975.
 
 7.  BOARD OF DIRECTORS:
 
 Mr. Yogesh Kothari, Mr. Kirat Patel and Mr. Shreyas Mehta are Directors
 liable to retire by rotation at the ensuing Annual General Meeting and
 being eligible, have expressed their willingness to be re-appointed as
 Directors.
 
 Your Directors recommend re – appointment of these Directors.
 
 8.  DIRECTORS'' RESPONSIBILITY STATEMENT:
 
 Pursuant to the requirement of section 217(2AA) of the Companies Act,
 1956, with regard to Directors'' Responsibility Statement, it is hereby
 confirmed that:
 
 (a) In the 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;
 
 (b) The accounting policies selected have been applied consistently and
 judgments and estimates made 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 ended 31st March, 2012 and of the Profit of the
 Company for that period;
 
 (c) 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 to
 prevent and detect fraud and other irregularities;
 
 (d) The Annual Accounts for the year ended 31st March, 2012 have been
 prepared on a going concern basis.
 
 9.  AUDITORS:
 
 M/s. Bansi S. Mehta & Co., Chartered Accountants, Auditors of the
 Company who retire at the forthcoming Annual General Meeting are
 eligible for re-appointment and have expressed their willingness to
 accept office, if re-appointed. They have given a certificate to the
 effect that the re-appointment, if made, would be within the limits
 prescribed under Section 224 (1B) of the Companies Act, 1956. Your
 Directors recommend their reappointment.
 
 10.  AUDITORS'' REPORT:
 
 In the opinion of the Directors, the notes to the accounts are
 self-explanatory and adequately explain the matters, which are dealt
 with by the auditors.
 
 11.  CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
 ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
 
 The particulars as prescribed under subsection 1(e) of Section 217 of
 the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure
 of Particulars in the Report of the Board of Directors) Rules, 1988,
 are set out in the Annexure – 1 (Form-A & B) in this report.
 
 12.  INFORMATION TECHNOLOGY:
 
 The Company has set up an integrated on-line information system in all
 major operating areas. The Company has also adopted Enterprise Resource
 Planning (ERP) to enhance efficiency at overall organization level to
 improve accuracy of data generation.
 
 13.  INDUSTRIAL RELATIONS:
 
 The Company has been regularly monitoring its policy for enhancement in
 the skills of its employees by providing need-based training.
 
 Industrial Relations between the management & the employees at all
 levels remained healthy and cordial throughout the year, resulting in
 constant co – operation by all the employees in day to day work and
 implementing policies of your Company.
 
 14.  COMPANYS'' QUALITY SYSTEM (ISO–9001:2008)
 
 Your Company is certified for ISO 9001:2008 for Manufacture and Sale
 of Ethyleneamines based Industrial Chemicals. There was surveillance
 audit since the Company''s certification by internationally reputed M/s.
 BVC. In terms of improvement of effectiveness of QMS and its processes,
 system updated as per 9001:2008. Documentation changed to 3 levels of
 all the departments. External audit for stage- 2 audit is completed in
 January ''12 by M/s. BVC. QMS of the organization is re-certified for
 ISO 9001:2008 system.
 
 The ISO 9001:2008 certification has enabled your Company to project a
 better image and inspire greater confidence amongst its customers &
 other business associates.
 
 15.  SAFETY & ENVIRONMENT:
 
 Your Company believes in maintaining highest standards of safety. The
 Company is committed to operating plants with safety features in mind,
 using safe working procedures and practices, meeting the applicable
 statutory requirements in all respects, monitoring the plant and
 ambient environment to maintain a clean and safe environment in and
 around the plants and conducting periodical safety audits as well as
 medical check-up of employees. Safety training is imparted regularly
 for personnel working in the plant. This well planned training
 cultivates safety awareness in employees, which ultimately results in
 prevention of accidents. Necessary Personal Protection Equipments are
 available at site. The upgraded liquid effluent treatment facilities
 are properly maintained & liquid & air pollution standards are always
 maintained below the permissible level as set by the Gujarat Pollution
 Control Board. The Company has installed Fire Hydrant System in its
 plant to enhance safety and security of its plant & its workers.
 
 16.  LISTING DETAILS:
 
 At present, your Company''s securities are listed on:
 
 Bombay Stock Exchange Ltd.,
 
 Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai 400 001.
 
 Code No. 500120
 
 The Company has paid the annual listing fees to the above Stock
 Exchange for the financial year 2012– 2013.
 
 17.  DETAILS REGARDING DEPOSITORY:
 
 Your Company has an Agreement with the National Securities Depository
 Limited (NSDL) and the Central Depository Services (India) Limited
 (CDSL) for dematerialization of its Equity Shares in accordance with
 the provisions of the Depository Act, 1996. As on date, approximately
 94% of the shares are held in the dematerialized form.
 
 18.  AGENCY FOR SHARE TRANSFER / DEMAT PURPOSE:
 
 Pursuant to SEBI Directive in respect of appointment of Common Agency
 for both DEMAT & Physical Share Transfer work, your Company has
 appointed and continued with M/s. MCS Ltd., 1st Floor, Neelam
 Apartment, 88, Sampatrao Colony, Alkapuri, Vadodara 390 007, as a R&T
 Agent for both DEMAT & Physical Share Transfer work w.e.f. 1st April,
 2003. Accordingly, all the shareholders are requested to take note of
 the same and send all future correspondences / queries to the M/s. MCS
 Ltd., at the abovementioned address.
 
 19.  SUBSIDIARY COMPANY:
 
 Your Company has incorporated a wholly owned subsidiary named Diamines
 Speciality Chemicals Pvt. Ltd. (DSCPL) on 16th January, 2012. This
 Company shall also be engage into the Speciality Chemicals business.
 
 Pursuant to Accounting Standard AS 21 issued by the Institute of
 Chartered Accountants of India, Consolidated Financial Statements
 presents by the Company include the financial information of Diamines
 Speciality Chemicals Pvt. Ltd. The Annual Accounts of the Subsidiary
 Company are available for inspection by any member at the registered
 office during business hours. The Company will send copies thereof to
 the shareholders who may, if required, write to the company.
 
 20.  ACKNOWLEDGEMENT:
 
 Your Directors thank the Company''s valued customers and various
 Government, Semi-Government and Local Authorities, Suppliers and other
 Business Associates, Vendors, as well as the various Banks for their
 continued support to the Company''s growth and look forward to their
 continued support in the future also.
 
 Your Directors place on record their appreciation of the contribution
 made by the employees at all levels across the Company towards the
 efficient working and operations of the Company. Last but not the
 least, the Board of Directors wish to thank the Investor Shareholders
 for their unstinted support, co-operation and faith in the Company.
 
                                       For and on behalf of the Board
 
                                                       YOGESH KOTHARI
 
 Vadodara, Dated: May 17, 2012                               Chairman