Your directors present their Annual Report with the audited statements
 of accounts for the year ended 31st March, 2012. 
 
 FINANCIAL RESULTS
 
 The financial results for the year ended 31st March, 2012 as compared
 with the previous years are as follows:- .
 
                                             (Rs. In Lakhs)
                                    Year ended      Year ended
                                    31-03-2012      31-03-2011
 
 Profit/(loss) after 
 Depreciation but before tax             (7.40)         (14.95)
 
 Provision for taxation                    -               -
 
 Profit/(Loss) after tax                 (7.40)         (14.95)
 
 Profit/(Loss) brought 
 forward from last year               (2382.76)       (2367.81)
 
 Balance Carried to Balance Sheet     (2390.16)       (2382.76)
 
 OPERATIONS
 
 Your Company did not carry out any operation during the year.
 
 DIVIDEND ''
 
 Since the Company has accumulated losses the directors do not recommend
 dividend for the year.  TAKEOVER OF ASSETS BY SIPCOT
 
 Your Company had committed default in repayment of dues to SIPCOT for
 an amount of Rs.10.56 Crores.  Consequent to the default, SIPCOT took
 symbolic possession of the Land and Building and Plant and Machinery of
 the Company under section 29 of the State Financial Corporation Act, on
 15-12-2003, and pursuant to the Order passed by the High Court of
 Madras, brought it for Auction Sale for realization of its dues on
 “as-is-where-is” basis and on going concern concept. SIPCOT invited
 Tenders for the sale of the assets, by Advertisements. SIPCOT had
 allotted the auctioned assets to a Company “Nagoorar Enterprises
 Private Ltd., Chennai” who were the successful bidder. SIPCOT, vide
 its letter dated 07-05-2007, has intimated the said Nagoorar
 Enterprises Private Ltd of its approval to transfer of the land
 measuring 8.85 acres at SIPCOT Industrial Complex, Ranipet, originally
 allotted to Kamar Chemicals & Industries Ltd and the sale of building
 and Plant and machinery for a total sale consideration of Rs.285 lakhs.
 Further, on 6th November 2007, the fixed assets, including Land, of the
 Chemical Plant has been handed over in running /as-is-where-is
 condition and on going concern concept to SIPCOT, which, in turn, was
 handed over to Nagoorar Enterprises Private Ltd., who were the
 successful bidder. The liabilities of the company were not transferred.
 
 OBSERVATIONS IN AUDIT REPORT - COMMENTS
 
 Since the SIPCOT has taken over the Assets of the Company and sold them
 by Open Tender for recovery ,of its dues, the Company is not in a
 position to recommence its production and carry on business activity in
 order to earn profit. The Management is exploring the possibilities of
 carrying on some business in accordance with its object clause.
 
 FIXED DEPOSIT
 
 Your Company has not accepted Fixed Deposits, during the period under
 review.
 
 DIRECTORS .
 
 Shri M S Sethuraman, Director, retires by rotation and being eligible,
 offers himself for reappointment.  AUDITORS
 
 M/s. Natraj Associates, Chartered Accountants, Chennai - 600 018 retire
 at-this Annual General Meeting and are eligible for reappointment.
 
 CONSERVATION OF ENERGY
 
 Particulars Under Section 217(1) (e) of the Companies Act, 1956 is
 annexed.
 
 PERSONNEL
 
 Industrial relations remained congenial during the current year.
 
 Details required under Section 217(2A) of the Companies Act, 1956 read
 with Companies (Particulars of Employees) Rules, 1975 regarding
 particulars of Employees has not been given as no employee was in
 receipt of remuneration in excess of Rs.5,00,000 per month or
 Rs.60,00,000/- per annum.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 As required under section 217 (2AA) of the Companies Act, 1956 the
 directors hereby confirm that:
 
 1.  in the preparation of the Annual accounts for the year-ended 31
 March, 2012 the applicable
 
 Accounting Standards had been followed along with proper explanation
 relating to material departures, if any.
 
 2.  The directors had selected such accounting policies and had 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 affaire
 of the company as at the end of the financial year ended 31“ March,
 2012 and of the Loss of the company for that period.  .
 
 3.  The directors had taken proper and sufficient care for 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 frauds and other irregularities.
 
 4.  The directors had prepared the annual accounts on a going concern
 basis.
 
 CORPORATE GOVERNANCE
 
 Your Company is committed to include appropriate standards for
 Corporate Governance as per the guidelines recommended by Securities
 and Exchange Board of India (SEBI). Adequate steps have been taken to
 ensure that all mandatory provisions of Clause 49 of the Listing
 Agreement are duly complied with.
 
 The Report on Corporate Governance is presented separately after the
 annexure to the Directors Report relating to conservation of energy and
 others and forms part of the Annual Report.
 
 ACKNOWLEDGEMENT
 
 Your Directors are thankful to the employees, suppliers, customers and
 Nagoorar Enterprises Private Ltd for their support. Your Directors are
 also thankful to Indian Bank and other Institutions for all assistance
 rendered to the company. Your Directors thank the Shareholders for
 their continued support.
 
                                           By order of the Board,
 
 Place : Chennai - 600 004    SYED MEERAN     M S SETHURAMAN
 
 Date : 16thAugust, 2012         Director        Director