The Directors are pleased to present the 91st Annual Report and the
 Audited Accounts for the year ended 31st March, 2011.
 
 1.  Financial Highlights
 
                                      1st April, 2010    1st April 2009
                                                   to                to
                                      31st March, 2011 31st March, 2010
                                           Rs. in lacs      Rs. in lacs
 
 Gross
 Sales                                       249319.23        197170.53
 
 Net Sales/Income from operations
 (Net of excise and discounts)               213873.02       170638.36
 
 Other Income                                  2346.09          2038.2
 
 Profit before Interest, Depreciation,
 Tax and Appropriation                        31396.34         28406.9
 
 Interest                                        84.28          119.99
 
 Depreciation                                  4935.48         4425.98
 
 Profit Before Exceptional Item               26376.58        23860.94
 
 Profit on Sale of Associate Company           2536.65               —
 
 Profit Before Tax                            28913.23        23860.94
 
 Tax                                           8314.78         7310.89
 
 Profit After Tax                             20598.45        16550.05
 
 Balance brought forward from 
 previous year                                37320.73        27143.88
 
 Balance available for appropriations         57919.18        43693.93
 
 Appropriations:
 
 Proposed dividend                             5389.20         4041.89
 
 Tax on proposed dividend                       874.26           671.3
 
 General Reserve                               2059.85         1660.00
 
 Balance retained in Profit 
 and Loss Account                             49595.87        37320.73
 
                                              57919.18        43693.93
 
 2.  Dividend
 
 The Directors recommend for consideration of the Members a dividend of
 Rs. 10 (100 %) per equity share of the nominal value of Rs. 10 each for
 the year ended 31st March, 2011 on the enhanced share capital after the
 Bonus Issue of 1:1 in June 2010 as against Rs. 15.00 per equity share
 (150%) paid last year.
 
 3.  Issue of Bonus Shares
 
 During the year, the Company issued Bonus Shares in the proportion of
 one New Equity Share for every one Equity Share held. The approval of
 the Shareholders for the issue of Bonus Shares was obtained by means of
 postal ballot.
 
 
 5.  Fixed Deposits
 
 The Company has not accepted any Fixed Deposits (FD) during the year.
 The Company has refunded all the deposits, which were due for payment
 as on 31st March, 2011. During the year, unclaimed deposits amounting
 to Rs.0.85 lacs were transferred to the credit of the Investor
 Education and Protection Fund (IEPF) as required under Section 205C of
 the Companies Act, 1956.
 
 6.  Unclaimed Dividend
 
 During the year, dividend amounting to Rs. 1.31 lacs that had not been
 claimed by the shareholders for the year ended 31st March, 2003, was
 transferred to the credit of Investor Education and Protection Fund as
 required under Section 205A read with Section 205C of the Companies
 Act, 1956. As on 31st March, 2011, dividend amounting to Rs. 43.60 lacs
 has not been claimed by shareholders of the Company. Shareholders are
 required to lodge their claims with the Registrars, Sharepro Services
 (India) Pvt. Ltd., for unclaimed dividend.
 
 7.  Collaboration
 
 The Directors record their appreciation for the contribution made and
 support provided by Kansai Paint Co. Ltd., Japan (Kansai). Kansai
 continues to provide support on process design, quality
 
 improvement, world class technology which has helped the Company in
 maintaining market leadership in the industrial business including
 automotive coatings, by servicing existing customers better and adding
 new ines. Kansai also provides technology for manufacture of
 architectural coatings.
 
 The Company also has Technical Assistance Agreement with Oshima Kogyo
 Co. Ltd., Japan, for manufacturing heat resistance coatings and with
 PPG International Performance Coatings & Finishes, USA (formerly Ameron
 International Performance Coatings and Finishes) for high Performance
 Coatings.  The Directors record their appreciation for the co-operation
 from these collaborators.
 
 8.  Auditors Report
 
 The Auditors Report is clean and there are no qualifications in their
 Report.
 
 9.  Directors
 
 In accordance with the Articles of Association of the Company, Mr. H.
 Ishino, Mr. N. N. Tata and Mr. P D.  Chaudhari retire by rotation and
 being eligible, offer themselves for re-appointment.
 
 Mr Y . Tajiri, a nominee of Kansai Paint Co. Ltd., Japan, on the Board,
 resigned from the Directorship with effect from 30th July, 2010. The
 Directors have placed on record their sincere appreciation for the very
 valuable contribution made by Mr Tajiri during his tenure as a
 Director. With effect from 30th July 2010, Mr H. Nishibayashi, a
 nominee of Kansai Paint Co. Ltd., Japan, has been appointed on the
 Board in the casual vacancy caused by the resignation of Mr Y . Tajiri.
 
 None of the Directors of the Company is disqualified under Section
 274(1)(g) of the Companies Act, 1956.  As required by law, this
 position is also reflected in the Auditors Report.
 
 10. Corporate Governance
 
 As required by the existing Clause 49 VII of the Listing Agreements
 entered into with the Stock Exchanges, a detailed report on Corporate
 Governance is given as a part of the Annual Report.  The Company is in
 full compliance with the requirements and disclosures that have to be
 made in this regard. The Auditors Certificate of the compliance with
 Corporate Governance requirements by the Company is attached to the
 Report on Corporate Governance.
 
 The Company is in compliance with the Secretarial Standards issued by
 the Institute of Company Secretaries of India.
 
 11. General Shareholder Information
 
 General Shareholder Information is given in Item No. 9 of the Report on
 Corporate Governance forming part of the Annual Report.
 
 12. Particulars regarding Employees
 
 Particulars of Employees as required under Section 217(2A) of the
 Companies Act, 1956, and the Companies (Particulars of Employees)
 Rules, 1975, as amended by the Companies (Particulars of Employees)
 Amendment Rules, 2011, forms part of this Report. As per the provisions
 of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and
 Accounts are being sent to the shareholders excluding the statement of
 particulars of employees under Section 217(2A) of the Companies Act,
 1956. Any shareholder interested in obtaining
 
 a copy of the said statement may write to the Company Secretary at the
 Registered Office of the Company.
 
 13. Directors Responsibility Statement
 
 As stipulated under the provisions contained in Section 217(2AA) of the
 Companies Act, 1956, the Directors hereby confirm as under:
 
 (i) that in the preparation of the annual accounts, the applicable
 accounting standards have been followed along with the explanation
 relating to material departures;
 
 (ii) 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 and of the
 profit of the Company for that period;
 
 (iii) that the Directors have taken proper care of 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;
 
 (iv) that the Directors have prepared the annual accounts on a going
 concern basis.
 
 In accordance with the Corporate Governance Voluntary Guidelines, 2009
 issued by the Ministry of Corporate Affairs, Government of India, it is
 hereby confirmed that proper systems are in place to ensure compliance
 of all laws applicable to the Company.
 
 14. Energy, Technology Absorption & Foreign Exchange
 
 Statement giving the particulars relating to conservation of energy,
 technology absorption and foreign exchange earnings and outgo, as
 required under the Companies (Disclosures of particulars in report of
 the Board of Directors) Rules, 1988, is annexed.
 
 15. Auditors
 
 The Company Auditors, M/s B S R & Co., Chartered Accountants, retire at
 the conclusion of the forth- coming Annual General Meeting and are
 eligible for re-appointment.
 
 16. Acknowledgements
 
 Your Directors wish to express their grateful appreciation for the
 co-operation and support received from customers, parent company,
 collaborators, vendors, shareholders, financial institutions, banks,
 regulatory authorities and the society at large.
 
 Deep appreciation is also recorded for the dedicated efforts and
 contribution of the employees at all levels, as without their focus,
 commitment and hard work, the Companys consistent growth would not
 have been possible, despite the challenging environment.
 
 For and on behalf of the Board
 
 J. J. Iran 
 Chairman
 
 Mumbai, 28th April, 2011