The Members,
 Meghmani Organics Limited
 
 The Directors have pleasure in presenting Seventeenth Annual report
 and Audited Statement of Accounts of the Company for the Financial Year
 ended on 31st March, 2011.
 
                     FINANCIAL RESULTS               (Rs.in Millions)
     
 PARTICULARS                          YEAR ENDED ON     YEAR ENDED ON
                                     MARCH 31, 2011    MARCH 31, 2010
 
 (a)Net Sales & Other Income                8668.67           7521.25
 
 (b) Profit before Interest & 
     Depreciation                            943.98           1154.65
 
 (c) Financial Expenses                      194.30            136.01
 
 (d) Depreciation                            203.46            170.16
 
 (e) Profit Before Exceptional 
     Item & Tax                             546.22             848.48
  
 (f) Exceptional Item                       (56.70)             11.20
 
 (g) Extra Ordinary Item                       2.50                 - 
 
 (h) Profit Before Tax                       600.42            837.28
  
 (i)Payment & Provision of 
    Current Tax                              115.00            230.36
  
 (j) Deferred TaxExpenses/
     (Income)                                 13.61            (8.88)
  
 (k) Profit After Tax                        471.81            615.80
 
     Profit Available for 
     Appropriation                           471.81            615.80
 
 
  Appropriations:-
 
 General Reserve                              50.00             65.00
 
 Proposed / Final Dividend                   101.73            101.73
 
 Tax on Proposed/ Final Dividend              16.50             16.89
 
 Balance carried forward                     303.58            550.80
 
 Total of Appropriations                     471.81            615.80
 
 
 DIVIDEND:-
 
 Your Directors are pleased to recommend dividend of Rs. 0.40 (Forty
 Paise) per Equity share of Rs. 1/- each on 254,314,211 Equity Shares of
 Rs. 1/- each, for your approval. The proposed dividend is tax free in
 the hands of shareholders.
 
 OPERATIONS:- 
 
 TURN OVER :-
 
 Net Turn Over of the Company has increased from Rs. 7292.18 Mn in FY
 2010 to Rs. 8446.99 Mn in FY 2011, showing increase of Rs. 1154.81 Mn
 i.e. 15.84%.
 
 DOMESTIC SALES:-
 
 The Domestic Sales of the Company increased from Rs. 2175.18 Mn in FY
 2010 to Rs. 2557.83 Mn in FY 2011 showing increase of Rs. 382.65 Mn
 i.e. 17.59%.
 
 The Domestic Sales of Pigment Division increased by Rs. 264.95 Mn
 (41.10% ) i.e. from Rs. 644.56 Mn in FY 2010 to Rs. 909.51 Mn in FY
 2011 due to higher quantity sales and better price realization.
 
 The Domestic sales of Agro Division increased by Rs. 96.49 Mn (6.42%)
 i.e. from Rs. 1502.80 Mn in FY 2010 to Rs. 1599.29 Mn in FY 2011. The
 pressure on pricing remained for all Agro Products.
 
 EXPORT SALES
 
 The Export Sales increased from Rs. 5117.01 Mn in FY 2010 to Rs.
 5889.16 Mn in FY 2011 showing an increase of Rs. 772.15
 Mn i.e. 15.09%.
 
 The Export Sales of Pigment Division increased by Rs. 470.28 Mn
 (21.67%) i.e. from Rs. 2170.13 Mn in FY 2010 to Rs. 2640.41
 
 Mn in FY 2011 due to better price realization and higher quantity
 sales..
 
 The Export Sales of Agro Division increased by Rs. 188.71 Mn (7.21%)
 i.e. from Rs. 2617.13 Mn in FY 2010 to Rs. 2805.84 Mn
 in FY 2011 due to higher quantity sales.
 
 TRADING SALES
 The trading sales increased by Rs. 134.38 Mn.
 
 OTHER INCOME
 Other income decreased marginally by Rs. 0.74 Mn.
 
 PROFITABILITY:-
 Pre-tax profits decreased to Rs. 600.42 Mn i.e. by 28.89% while
 Post-tax profits decreased to Rs. 471.81 Mn i.e. by 23.38% .  Earnings
 Per Share for the year stands at Rs. 1.86 (previous year Rs. 2.42).
 
 EXCEPTIONAL ITEMS:-
 As per the guide lines issued by Institute of Chartered Accountants of
 India and Ministry of Corporate Affairs the Company has booked the
 foreign exchange gain /loss on mark to market basis.
 
 FIRE AT NEW BETA BLUE PLANT :-
 An accidental Fire had broken out on Tuesday, 01 February, 2011, in New
 Beta Blue Plant (one of the manufacturing facilities) of Pigment
 Division situated at Plot No. 21, 21/1, GIDC Industrial Estate Panoli,
 Ankleshwar, Gujarat, (India).
 
 The fire spread to entire New Beta Blue plant, was brought under
 control after considerable efforts by Fire fighters. No casualty had
 taken place and all the staff members were safe.
 
 The other manufacturing plants at this site Viz., CPC (Copper
 Phthalocyanine Crude), Alpha Blue, Beta Blue (old Plant) which were not
 affected due to fire, restarted the production on:- 
 
 
 1. C P C Blue Crude Plant -         Tuesday, 08th February, 2011
 
 2. Alpha Blue Plant :-              Tuesday, 08th February, 2011
 
 3. Beta Blue (Old Plant) :-         Monday, 14th February, 2011.
 
 
 To mitigate loss the Company has restarted certain portion of New Beta
 Blue Plant on 12th April, 2011. The Company expects to complete
 reconstruction of the remaining manufacturing facility of New Beta Blue
 Plant by August, 2011.
 
 The Company has Industrial All Risk Policy from Oriental Insurance
 Company Limited and the Company is adequately covered. The financial
 loss of Rs. 320 Mn has been estimated on account of Fire. This includes
 Business Interruption loss.
 
 The Company had lodged the First on account payment claim with Oriental
 Insurance Company Limited, Ahmedabad and has received Rs. 80 Mn on 22
 March, 2011. The papers for Second on account Claim of Rs. 200 Mn have
 been submitted to insurance company on 02 May, 2011. We are awaiting
 the payment of Second on Account claim.
 
 FINANCE :- 
 PRIVATE PLACEMENT OF SECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES (''NCDs'')
 
 During the year, the Company has successfully raised Rs. 1000 Mn
 through Private placement of Secured Redeemable Non- Convertible
 Debentures (NCDs/ Debentures) of Rs.10,00,000/- each comprising of 10
 Detachable and Separately Transferable Redeemable Principal Parts
 (STRPPs) of face value of Rs. 1,00,000 /- each.
 
 The coupon Rate of NCD is 10.40% p.a. and the tenure is of 5 years.
 They are listed on Wholesale Debt Market (WDM) Segment of BSE.
 
 The objective of the issue was to raise the fund for Augmenting Medium
 to Long Term Resources of the Company including regular capital
 expenditure.
 
 AGROCHEMICALS - EXPANSION:-
 
 The Company has purchased two industrial plots Plot No. 4707B
 (admeasuring 17686 Sq. Mtrs) and Plot No 4707P (admeasuring about 6400
 meters) with a constructed structure admeasuring about 5000 Sq. Mtrs.
 on Plot No 4707B, situated at GIDC Industrial - Ankleshwar, from
 Santogen Group, Mumbai
 
 The Company has acquired the Plots to set up Agrochemical Formulation
 Plant. The formulations of Synthetic Pyrothorides and Technical
 products of Organo Phosphorous will be made.
 
 PIGMENT - EXPANSION:-
 
 The Company had applied to Gujarat Industrial Development Corporation
 (GIDC) Ankleshwar for allotment of additional land of 100,000 Square
 Meter at GIDC Dahej - II, Dahej, District Bharuch. GIDC has allotted
 the land and the physical possession has been handed over. The Company
 is evaluating the option to set up new products of Pigment or
 derivatives of Basic Chemicals.  The members will be informed once the
 plan is crystallized.
 
 
 PIGMENT - EXPANSION THROUGH SUBSIDIARY:
 
 Meghmani Chemtech Limited (Meghmani Chemtech) is a Subsidiary of the
 Company (MOL). The Company holds 97 % of Equity Shares of Meghmani
 Chemtech.
 
 Meghmani Chemtech has physical possession of Plot No. Z 31 & Z 32
 admeasuring 86228.51 Square Meters situated at Dahej SEZ Limited,
 Dahej, Bharuch
 
 Meghmani Chemtech is setting up manufacturing facility to produce viz.,
 CPC Blue (Crude) - 500 MT, Beta Blue - 250 MT. and Alpha Blue - 100 MT
 per month. The estimated cost of the project is Rs. 600 Mns, which is
 to be financed by MOL. The Project is to be commissioned by April,
 2012.  The projected turn over in FY 2013 (full year of operation) will
 be Rs. 2400 Mns.
 
 AWARDS:-
 The Agrochemical manufacturing facility of the Company situated at
 Ankleshwar, Gujarat, has bagged the most prestigious 2nd Level Silver
 Safety Award for the year 2009 by National Safety council of India
 (NSCI). Shri Mallikarjun Kharge, Hon''ble Minister for Labour &
 Employment, Government of India presented the national level NSCI
 Safety awards on Saturday, 30th October, 2010 at Mumbai. The award adds
 to commitment and dedication of your company towards Safety, Health and
 Environment (SHE).
 
 
 REGISTRATIONS
 
 To date, 80 exports registrations have been received and applications
 for 387 registrations have been made in different parts of the world.
 The Company has 150 registration of Central Insecticides Board (CIB) ,
 Faridabad. On Intellectual Property rights the Company has 25
 registered Trade Marks.
 
 RESEARCH & DEVELOPMENT
 
 Inhouse Research and Development (R & D) Center of our Chharodi plant
 has recognition of Department of Scientific and Industrial Research
 (DSIR), Government of India, Ministry of Science and Technology.
 
 The R&D Center carries out development of off-patent molecules,
 improvements in process parameters, time cycle optimization, and scale
 up of new technology from laboratory to production level. During the
 year the Company has spent Rs. 30.62 Mn as Research & Development
 Expenses.
 
 SUBSIDIARY COMPANIES
 
 The Company has following Six subsidiaries.
 
 (1) Meghmani Energy Limited (MEL) - Power Generation
 
 (2) Meghmani Europe BVBA (Meghmani Europe) - Trading Business
 
 (3) Meghmani Organics USA. Inc. (Meghmani USA) - Trading Business
 
 (4) Meghmani Finechem Limited (MFL) - Caustic Manufacturing
 
 (5) P T Meghmani Organics Indonesia (Meghmani Indonesia) - Trading
 
 Business
 
 (6) Meghmani Chemtech Limited (Meghmani Chemtech) - Manufacturing
 
 COMPLIANCE OF SECTION 212 OF THE COMPANIES ACT 1956
 
 The Ministry of Corporate Affairs vide General Circular No. 2/ 2011
 bearing reference No. 5/12/2007-CL-III dated 08th February, 2011 has
 granted general exemption directs that provisions of Section 212 to
 attach the Balance sheet shall not apply in relation to subsidiaries of
 those companies which fulfil the conditions prescribed in the circular.
 Accordingly, the Board of Directors of the Company has passed the
 necessary resolution on 27th May, 2011 containing the conditions
 prescribed in the circular and giving consent to Board to not to attach
 the Balancesheet.
 
 The Company will make available these documents/ details upon request
 by any member of the Company. These documents/ details will be
 available on the Company''s website www.meghmani.com and will also be
 available for inspection by any member of the company at the Registered
 Office of the Company on any working days except Saturday, between 4.00
 p.m. to 6.00 p.m.
 
 In accordance with the requirements of Accounting Standard 21, 23 and
 27 issued by Institute of Chartered Accountants of India, the
 Consolidated Accounts of the Company and its subsidiaries have been
 prepared and the same are annexed to this report.
 
 CAPITAL EXPENDITURE:-
 Capital expenditure incurred during the year aggregated to Rs. 622.91
 Mn.
 
 FIXED DEPOSITS:-
 The Company has not accepted the fixed deposits during the year under
 report.
 
 MANAGEMENT & DISCUSSION ANALYSIS REPORT-
 As per clause 49 of the Listing Agreement with the Stock Exchanges, the
 Management and Discussion analysis, is appended to this report.
 
 
 CORPORATE GOVERNANCE:-
 As per Clause 49 of the Listing Agreement the Corporate Governance
 information is appended to this report. This report also forms part of
 Singapore Stock Exchange listing requirements.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT:-
 
 In compliance of Section 217 (2AA) of the Companies Act, 1956 as
 amended by the Companies (Amendment) Act, 2000, the Directors of your
 Company confirm:
 
 a) that the applicable accounting standards have been followed in the
 preparation of final accounts and that there are no material
 departures;
 
 b) that appropriate accounting policies have been selected and applied
 consistently and such 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 March 31, 2011 and of the profit of the Company for the
 year ended on March 31, 2011;
 
 c) that 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 for
 preventing and detecting fraud and other irregularities;
 
 d) that the annual accounts have been prepared on a going concern
 basis.
 
 ENERGY, TECHNOLOGY, AND FOREIGN EXCHANGE:-
 
 The information to be disclosed under Section 217 (1) (e) of the
 Companies Act, 1956 read with Companies (Disclosure of Particulars in
 the Report of Board of Directors) Rules, 1988, with respect to energy,
 technology, and foreign exchange is annexed separately to form part of
 this report.
 
 DISCLOSURE OF INFORMATION RELATING TO FOREIGN EXCHANGE OUTGO
 
 Disclosure of information relating to Foreign Exchange outgo as
 required under Rule 2(c) is already given in Schedule 23 Notes forming
 part of the Audited Annual Accounts.
 
 DIRECTORS
 
 Mr. Ashvin Raythatha - Executive Director (International Marketing)
 whose term has expired on 31 March, 2011 is not continuing as a
 Director on the Board. The Board appreciates and takes on record his
 contribution to develop International markets for its product.
 
 Mr. Chandan Bhattacharya, Independent Director on the board of the
 Company has resigned from the Board to be effective from 21 April,
 2011. The Board takes on record his valuable contribution in the growth
 of the Company and suggestions to adhere compliance of Corporate
 Governance and Risk management Policy.
 
 In accordance with the provisions of the Companies Act, 1956 and the
 Articles of Association, Mr. Natwarlal Patel, Mr. Ramesh Patel, and Mr.
 Anand Patel retiring by rotation at this Annual General Meeting and
 being eligible offers themselves for re-appointment.
 
 As required under Clause 49 of the Listing Agreement with the Stock
 Exchanges, the details of Directors seeking re- appointment at the
 ensuing Annual General Meeting has been provided in the Notice of the
 Annual General Meeting, forming part of the Annual Report.
 
 EMPLOYEE RELATIONS & PARTICULARS OF EMPLOYEE
 
 The information required under Section 217 (2A) of the Companies Act,
 1956 read with the Companies (Particulars of Employees) Rules, 1975,
 forms part of this report and is annexed to this report.
 
 AUDITORS
 
 M/s. Patel & Khandwala, Chartered Accountants, retire at the conclusion
 of the forthcoming Annual General Meeting and being eligible have
 offered themselves for re-appointment.
 
 The Company has received letter from them to the effect of their
 reappointment, if made, would be within the prescribed limit under
 Section 224 (B) of the Companies Act, 1956 and that they are not
 disqualified for reappointment within the meaning of Section 226 of the
 said Act.
 
 ACKNOWLEDGMENT
 
 Your directors take this opportunity to convey their sincere thanks to
 all the Agencies more specifically, Gujarat Gas, Factory
 Inspector Office, Daxin Gujarat Vij Company Limited for their whole
 hearted support in the need of hours at the time of Fire at
 New Beta Plant at Panoli and granting us the permission to restart the
 production facility. We also take on record the hard work of
 our employees to make this possible.
 Your directors express their sincere thanks to all customers, vendors,
 investors, bankers, insurance companies, consultants
 and advisors for their continued support throughout the year.
 Your Directors sincerely acknowledge the contribution made by all the
 employees for their dedicated services to the Company.
 
                                       For and on behalf of the Board
 
                                                        Jayanti Patel 
                                                   Executive Chairman
 
 
 Place: Ahmedabad 
 Date: 27.05.2011