The Directors of your Company are presenting their Thirty Second Annual
 Report of the Company on the operations and financials of the Company
 for the year ended 31st March 2012.
 
 FINANCIAL RESULTS
                                         (Rs. in thousands)
 
 PARTICULARS                        2011-2012     2010-2011
 
 Total Income                           10.22        653.50
 
 Total Expenditure                     475.77        309.13
 
 Profit ( )/Loss (-) before Tax       (466.55)       344.38
 
 Provision for Taxation                  0.00        106.50
 
 Net Profit ( )/Loss (-) 
 after Tax                            (476.58)       235.22
 
 Balance carried forward
 to next, year                        1830.05       2306.63
 
 OPERATIONS
 
 During the year under review, the total income of the Company was Rs.
 10,218 as against Rs. 6,53,504 in the previous year. The Loss for
 current fiscal is Rs. 4,76,584.
 
 DIVIDEND
 
 Due to lack of profit, the Board of Directors have not recommended any
 dividend for the financial year 2011-2012.
 
 DIRECTORS
 
 Shri Tapas Basak was re-appointed as Director of the Company in the
 Annual General Meeting of the Company held on 28th September 2011 and
 is liable to retire by rotation.
 
 In accordance with the provisions of Section 256 of the Companies Act,
 1956, Shri R. S. Dubey, Director of the Company is retiring by
 rotation at the ensuing Annual General Meeting of the Company and is
 eligible for re-appointment. The Board recommends his name for
 re-appointment as Director of the Company.
 
 AUDITORS
 
 M/s Chaturvedi & Co., Chartered Accountants, Mumbai was appointed as
 Statutory Auditors of the Company in the last Annual General Meeting,
 to hold office until the conclusion of the ensuing Annual General
 Meeting. The Company has received a certificate from the Statutory
 Auditors to the effect that their appointment, if made, would be within
 the prescribed limits U/s 224(1B) of the Companies Act, 1956. The Board
 recommends their re-appointment as the Statutory Auditor of the company
 in the ensuing Annual General Meeting.
 
 AUDITORS'' REPORT
 
 The Report of the Statutory Auditors M/s. Chaturvedi & Company, on the
 financials of the Company for the Financial Year 2011-2012 is
 self-explanatory and is devoid of any qualifications and hence needs no
 further explanations.
 
 PUBLIC DEPOSITS
 
 The Company has not accepted any public deposit during the year under
 review.
 
 COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF
 DIRECTORS) RULES 1998
 
 The particulars required U/s 217(1)(e) of tire Companies Act, 1956 read
 with the Companies (Disclosure of particulars in the Report of the
 Board of Directors) Rules, 1988 are not applicable to the Company.
 During the year under review there was no foreign exchange earnings and
 outgo.
 
 PARTICULARS OF THE EMPLOYEES
 
 The provisions of Section 217(2A) of the Companies Act, 1956 read with
 Companies (Particulars of Employees) Amendment Rules, 2011 are not
 attracted to the Company, since during the year under review, the
 Company has not paid any remuneration to any of its employee exceeding
 the limits specified under the said, section.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217 (2AA) of the Companies Act, 1956, the.
 Directors, based on the representation received from the Operating
 Management, confirm that-
 
 a.  For the preparation of the Annual Accounts, the applicable
 Accounting Standards had been followed, and there is no material
 departure from following the Accounting Standards.
 
 b.  They have, in selection of accounting policies, consulted the
 Statutory Auditors and have applied them consistently and made
 judgment, and estimates that are 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 and of the Profit or Loss of the Company for that
 period.
 
 c.  They have taken proper and sufficient care to the best of their
 knowledge and ability, for the maintenance of adequate accounting
 records in accordance with the provision of the Companies Act, 1956 for
 safeguarding the assets of the Company and preventing and detecting
 fraud and other irregularities.
 
 d.  They have prepared the Annual Accounts on a Going Concern basis
 
 COMPLIANCE CERTIFICATE
 
 In terms of the provisions of Section 383 A of the Companies Act, 1956,
 the Company has- appointed M/s. Nikita Agarwal & Associates, Practicing
 Company Secretary, C. P. No. 9907 and. their report dated 1st August,
 2012 is attached to this report. The observations made therein are
 self-explanatory and do not call for any further
 clarifications/comments.
 
 ACKNOWLEDGEMENTS
 
 Employees are our vital and most valuable assets of the Company, Your
 Directors value the professionalism and commitment of all employees of
 the Company and place on record their appreciation of the contribution
 made by employees of the Company at all levels that has contributed to
 your Company''s success. Your Directors thank and express their
 gratitude for the support and co-operation received from the Central
 and State Governments/regulatory authorities viz. Ministry of Corporate
 Affairs, SEBI, the Stock Exchange, Depositories and other stakeholders
 including viewers, producers and vendors.
 
                                    For and on behalf of the Board of
                                             Master Chemicals Limited
 
                                                Sd/-             Sd/-
 
                                         R. S. Dubey      Somesh Bose
                                          (Director)       (Director)
 
 Place: Mumbai 
 Date: 3rd August, 2012