To the members of Omkar Speciality Chemicals Limited
 
 The directors have pleasure in presenting their seventh Annual Report
 on the business and operations of the company and financial accounts
 for the year ended March 31, 2012.
 
 FINANCIAL HIGHLIGHTS
 
 Particulars              For the year ended         For the year ended
                          March 31, 2012             March 31, 2011
                          Rs. in lakh                Rs. in lakh
 
 INCOME
 
 Revenue from operation             16,694.80             10,676.00
 
 Other income                          369.86                 53.46
 
 Total Revenue                      17,064.66             10,729.46
 
 EXPENDITURE
 
 Cost of material consumed          10,773.33              7,168.90
 
 Purchase of stock in trade          1,817.96                988.73
 
 Changes in the inventory           (1,157.10)              (698.27)
 
 Employee benefits expense             638.34                320.71
 
 Finance costs                         809.53                527.62
 
 Depreciation and amortization 
 expense                               562.09                190.86
 
 Other expenses                      1,302.93                759.35
 
 Total Expenditure                  14,747.08              9,258.40
 
 Profit Before Tax.                  2,317.58              1,471.06
 
 Tax expenses                          672.91                457.02
 
 Profit After Tax                    1,644.67              1,014.04
 
 Balance in profit & loss account 
 brought forward from                  940.08                304.92
 previous year.
 
 Less:
 
 Appropriations:
 
 Proposed dividend                    (245.35)              (196.28)
 
 Tax on dividend                       (39.80)               (32.60)
 
 Transfer to general reserve          (150.00)              (150.00)
 
 Balance carried to balance sheet    2,149.60                940.08
 
 Year in retrospect
 
 The revenue from operation increased to Rs.16,694.80 lakh during the
 year, as compared to Rs 10,676.00 lakh in previous year, recording a
 growth of 56.37%. The Profit After Tax (PAT) increased to Rs. 1,644.67
 lakh from Rs. 1,014.04 lakh during the previous financial year,
 registering a growth of 62,18 %.
 
 DIVIDEND
 
 The directors recommends the payment of final dividend of Rs-1.25 per
 equity share of Rs.l0 each (previous year Rs.1 per equity share of
 Rs.l0 each). If the final dividend as recommended above, is approved by
 the members at the Annual General Meeting, the total outflow towards
 dividend on equity shares for the year works out to Rs.285.15 lakh
 including dividend tax of Rs.39.80 lakh (previous years Rs.228.88 lakh
 including dividend tax of Rs. 32.60 lakh).
 
 HUMAN RESOURCE MANAGEMENT & INDUSTRIAL RELATIONS
 
 A detailed discussion on Human Resource Management & Industrial
 Relations have been dealt in the management discussion and analysis
 (MD&A) report.
 
 IPO PROCEEDS UTILIZATION
 
 The objective of our IPO during January 2011 was to raise capital to
 increase our capacities at various locations. The utilization of IPO
 proceeds is within the framework of the objectives as listed in our
 RHP.
 
 ACQUISITION OF LAND /ASSETS
 
 During the year, the company acquired Lease hold land at Plot No. W-94
 and Plot No. W-95, MIDC Badlapur. admeasuring 720 sq mtrs each. The
 plots are located adjacent to our subsidiary company, Desh Chemicals
 Private Limited. Further, the company also acquired lease hold land at
 Plot No. F-9. MIDC, Badlapur, ad measuring 2.519 sq mtrs. The plot is
 also located adjacent to Unit No. IV i.e Plot F-10. MIDC, Badlapur
 Another Lease hold plot was acquired at D 27/5. Lote Parshuram MIDC.
 Chiplun with an area ad measuring 40,773 sq mtrs. Additionally, the
 company also acquired residential premises at Badlapur and Chiplun. The
 residential premises are mainly used for housing of employees as well
 as visitors.
 
 SUBSIDIARIES
 
 A detailed discussion on subsidiaries has been dealt in the management
 discussion and analysis (MD&A) report,
 
 FINANCIAL STATEMENTS
 
 The financial statement was prepared as per the revised schedule VI of
 the Companies Act. 1956 as notified by the Ministry of Corporate
 Affairs. Accordingly, the previous year''s figures were also
 regrouped/restated wherever necessary to conform to the classification
 of the current year.
 
 SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
 
 The Ministry of Company Affairs granted a general exemption to
 companies, by General Circular No, 2/2011 dated February 8, 2011.
 under section 212 (8) of Companies Act, 1956. from attaching individual
 accounts of subsidiaries with annual reports, Accordingly, board of
 directors of the company, by resolution, gave their consent for not
 attaching the balance sheet, profit & loss account and other documents
 of its subsidiaries in the annual report of the company for the
 financial year ended March 31, 2012. However, the consolidated
 financial statements of the subsidiaries prepared in accordance with
 accounting standard 21 issued by Institute of Chartered Accountants of
 India, form part of the Annual Report, and are reflected in the
 consolidated accounts of the company. The statement pursuant to section
 212 of the Companies Act. 1956 containing details of the subsidiaries
 of the company forms part of annual report
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956, the directors,
 based on the representations received from the operating management,
 confirm that:
 
 (I) In the preparation of the annual accounts, the applicable
 accounting standards have been followed and that there are no material
 departures.
 
 (II) They have, in the selection of the accounting policies, consulted
 the statutory auditors and have 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) 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 provisions of the Companies Act, 1956,
 for safeguarding the assets of the company and for preventing and
 detecting fraud and other irregularities.
 
 (IV) They have prepared the annual accounts on a going concern basis.
 
 AUDITOR''S REPORT
 
 The Auditor''s report to the shareholders does not contain any
 qualification.
 
 UNPAID DIVIDEND
 
 As per the information obtained from Axis Bank, it has been noted that
 the amount of Rs. 0.19 lakh is lying with Omkar Speciality Chemicals
 Limited in respect of the dividend declared by the company for the
 financial year ended 2010-2011.  Those members who have not claimed
 their dividend are requested to contact the company''s Registrar & Share
 Transfer Agent to revalidate the dividend warrant.
 
 TRANSFER TO RESERVES
 
 The company proposes to transfer Rs. 150 lakh to the general reserve
 cut of the amount available for appropriations and an amount of Rs.
 2149.60 lakh is proposed to be retained in the profit & loss account,
 
 DEPOSIT FROM PUBLIC
 
 The company has not accepted any fixed deposits during the year ended
 March 31, 2012.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 Your directors have the pleasure in attaching the consolidated
 financial statements pursuant to clause 32 of the listing agreement
 entered into with the stock exchanges prescribed by The Institute of
 Chartered Accountants of India (ICAI). in this regard, The Auditor''s
 report to the shareholders does not contain any qualification.
 
 AUDITORS OF THE COMPANY
 
 The company''s previous auditors, M/s. Siddharth Sinkar & Associates had
 shown their unwillingness to continue as statutory auditors for the
 financial year 2011-2012. M/s. J.P.J Associates, Mumbai were appointed
 as statutory auditors at the previous Annual General Meeting held on
 September 24,2011.
 
 The company received certificate from M/s. J.P.J. Associates to the
 effect that their appointment, if made, would be within the prescribed
 limits under section 224(1) of the Companies Act, 1956. You are
 requested to re-appoint auditors to hold such office from the
 conclusion of this Annual General Meeting till the conclusion of next
 Annual General meeting and to fix their remuneration.
 
 COST AUDITORS
 
 Pursuant to the directive of the Central Government under the
 provisions of section 233B of the Companies Act, 1956, the board at its
 meeting held on June 24, 2012 has considered the proposal to appoint
 M/s. Vaibhav P. Joshi, (Membership No: M-15797) Cost Accountant to
 conduct cost audit subject to approval of the Central Government.
 
 PARTICULARS OF EMPLOYEES
 
 The statement as required under section 217(2A) of Companies Act, 1956,
 containing the particulars as prescribed under the Companies 
 (Particulars of Employees) Rules, 1975 is provided in the Annexure-3
 forming the part of this report.
 
 REGULATORY APPROVALS
 
 The relevant regulations and policies as prescribed by the Government
 of India and other regulatory bodies have been duly complied with by
 your company. Our manufacturing facilities are monitored and approved
 by various regulatory authorities.  Periodically, the FDA, MPCB and
 various other statutory departments under Central & State Government
 conduct routine audits of all approved facilities.
 
 DIRECTORS
 
 Pursuant to the provision of section 260 of the Companies Act 1956 and
 Article 120 of Article of Association of the company.  the board at its
 meeting held on April 5, 2012 appointed Mr. Siddharth S. Sinkar as the
 Additional Director (Non Executive and Non Independent) on April 5.
 2012. As per the provisions of the above said section of the Act, he
 holds office upto the date of this Annual General Meeting and is
 eligible forgetting appointed as a Director (Non Executive and Non
 Independent) of the board of the company. The company received a notice
 from two members, along with the requisite deposit under section 257 of
 the Companies Act 1956 proposing his candidature for appointment as the
 Director (Non Executive and Non Independent) of the company. The
 information as prescribed under clause 49 of the listing agreement
 entered with the stock exchanges such as brief description of the
 directors proposed to be appointed/reappointed. the nature of their
 expertise in specific functional areas and the names of companies in
 which they hold directorships and memberships/chairmanships of board
 committees, are provided in annexure to the notice of the forthcoming
 Annual General Meeting. The remuneration committee and the board at its
 meeting held on June 26, 2012 recommended the revision in the
 remuneration of Mr.  Pravin S. Herlekar, Chairman & Managing Director
 and Mr. Omkar P.  Herlekar, Whole Time Director for the remainder of
 their term upto March 31, 2015, and the same is mentioned in detail in
 the explanatory statement to item Mo. 8 & 9 of the notice of the Annual
 General Meeting.
 
 REPORT ON CORPORATE GOVERNANCE
 
 Pursuant to clause 49 of the listing agreement with the stock
 exchanges, the following forms part of this annual report:
 
 (I) Report on corporate governance
 
 (II) Chairman & Managing Director''s declaration regarding compliance of
 code of conduct by board members and senior management personnel
 
 (III) Auditor''s certificate regarding compliance of conditions of
 corporate governance.
 
 (IV) Management discussion and analysis.
 
 DEPOSITORY SYSTEM
 
 As the members are aware the company''s shares are compulsory tradable
 in electronic form. As on March 31, 2012, almost 100% of the company''s
 total paid up capital representing 19,62,9004 equity shares were in
 dematerialized form. In view of the numerous advantages offered by the
 depository system, members holding shares in physical mode are advised
 to avail of the facility of dematerialization on either of the
 depositories,
 
 ACKNOWLEDGEMENTS
 
 Your directors take this opportunity to thank the company''s customers,
 members, vendors and bankers for their continued support during the
 year. Your directors also wish to thank the Government of India and its
 various agencies, Customs and Excise department. Ministry of Commerce.
 Ministry of Finance. Ministry of External Affairs. Ministry of
 Corporate Affairs.  Reserve Bank of India. State Government of
 Maharashtra and other local government bodies for their support and
 look forward to their continued support in the future. Your directors
 also place on record their appreciation for the excellent contribution
 made by employees of the company through their commitment, competence,
 cooperation and diligence with a view to achieving consistent growth
 for the company.
 
                           For and on behalf of Board of Directors of 
                                   Omkar Speciality Chemicals Limited
 
                                                   Pravin S. Herlekar 
                                         Chairman & Managing Director
 
 Date: June 24, 2012
 Place: Badlapur, Thane District