To, The Members
 
 The Directors have pleasure in presenting the 19th Annual Report for
 the year ended on 31s1 March 2012.
 
 Financial Results                                  (Rs. In Lacs)
                                            2011-12      2010-11
 
 Gross sales                                3516.65      3164.23
 
 Profit / (Loss) Before Tax                  (18.99)      (51.95)
 
 Provision for Taxation 
 (including fringe Benefit tax)                --            --
 
 Deferred Tax                               (3.50)       (0.48)
 
 Profit/(Loss) After Tax                     (22.49)      (52.43)
 
 Opening Balance Profit / (Loss) Account      (4.31)       48.12
 
 Tax on Dividend                                --           --
 
 Add : Current Year Profit / (Loss)          (18.99)      (51.95)
 
 Add : Differed Tax Liability                 (3.50)       (0.48)
 
 Balance Carried to Balance Sheet           (26.80)       (4.31)
 
 DIVIDEND
 
 In view of loss during the year under review, the Board of Directors do
 not recommend any dividend for the financial year 2011 -12.
 
 OPERATIONS
 
 The Company has achieved turnover of Rs. 3516.65 lacs and incurred a
 loss of Rs. 22.49 lacs during the year under review compared to
 turnover of Rs. 3164.23 lacs and loss of Rs. 52.43 lacs earned during
 the previous year.
 
 MANAGEMENT DISCUSSION AND ANALYSIS
 
 A report on Management Discussion and Analysis (MDA), which forms part
 of the report, inter alia, deals adequately with the operation as also
 current and future outlook of the company.
 
 CORPORATE GOVERNANCE
 
 Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange,
 a separate section titled Corporate Governance Report is attached to
 this Annual Report.
 
 CFO CERTIFICATION
 
 The Managing Director and Whole Time Director who look after Finance
 functions have submitted a certificate to the Board regarding the
 financial statements and other matters as required under Clause 49(V)
 of the Listing Agreement.
 
 DIRECTORS
 
 Shri Nilesh Desai, Shri Daxesh B. Shah and Shri Kaushik R. Patel retire
 by rotation at the ensuing Annual General Meeting and being eligible,
 offer themselves for reappointment.
 
 17
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 As required by Section 217(2AA) of the Companies Act 1956, the
 Directors state and confirm:
 
 1.  That in preparation of the annual accounts for the year ended 31sl
 March, 2012 the applicable accounting standards have been followed.
 
 2.  That the directors have 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 viz.
 March31 ,2012and of the loss oftheCompanyforthatperiod.
 
 3.  That the Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of this Act for safeguarding the assets of the Company and
 for preventing and detecting fraud and other irregularities.
 
 4.  That the Directors have prepared the aforesaid annual accounts on a
 going concern basis.
 
 AUDITORS
 
 The Audit Committee of the Company has recommended the appointment of
 M/s. Harish S.  Patel & Co, Chartered Accountants, Ahmedabad who retire
 at the conclusion of the ensuring Annual General Meeting. The Auditors
 have offered themselves for appointment. The Board recommends their
 appointment by the members. They have submitted certificate regarding
 their eligibility for appointment under Section 224( 1 -B) of the
 Companies Act, 1956.
 
 PARTICULARS OF EMPLOYEE
 
 The Company has not paid any remuneration attracting the provisions of
 Section 217(2A) of the Company Act, 1956, read with Companies
 (Particulars of employees) Rules, 1975.
 
 DEPOSITES
 
 The Company has not accepted any deposited from public.
 
 INSURANCE
 
 All fixed assets and movable assets of the Company are adequately
 insured.
 
 ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING &
 OUTGO
 
 The particulars as required U/s .217(1)(e) of the Company Act, 1956
 read with The Companies (Disclosure of Particulars in the Report of
 Board of Directors) Rules, 1988 relating to Conservation of Energy,
 Technology Absorption and Foreign Exchange Earnings and Outgo are given
 in the annexure forming part of this report.
 
 ACNOWLEDGEMENTS
 
 Your Directors are thankful to the officers, staff and workers of the
 Company and Banks for their continued co-operation and contribution
 extended in the progress of the Company.
 
 Date : 27/08/2012            By Order of the Board
 
 Place : Ahmedabad            For, HIPOLIN LIMITED
  
                                    Sd/- 
                                 Bhupendra J. 
 
                               Shah Chairman
 
 ANNEXURE TO DIRECTORS'' REPORT
 
 Details as required U/s.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.
 
 (A) Conservation of energy
 
 The Company had not incur much amount on electricity, as most of the
 products of the company are mixing of various ingredients. The
 percentage of electricity expenses is very negligible to total
 expenses. However, the company ensures conservation at all possible
 levels. The Company has been generating the electricity by way of non
 conventional source of energy from the Company''s wind turbine
 generator.
 
 (B) Technology absorption
 
 The Company has established a well-equipped Quality Control Laboratory
 and Research and Development Laboratory. The Research & Development
 Laboratory does not require any sophisticated instruments.
 
 The Company has adopted indigenously available technology for its
 production process.  The Company has not adopted any foreign
 technology.
 
 (C) Foreign Exchange Earnings and out go
 
                                            2011-12     2010-11
                                         (Rs. in lacs) (Rs.in lacs)
 
 Foreign Exchange earnings                    NIL           5.98
 
 Foreign Exchange outgo                       NIL           NIL
 
 Date : 27/08/2012                By Order of the Board
 
 Place: Ahmedabad                 For, HIPOLIN LIMITED
 
                                          Sd/-
 
 Bhupendra J.                         Shah Chairman