The Directors are pleased to present the Twenty First Report on the
 business and operations of the Company, together with the Audited
 Accounts for the year ended 31st March, 2012.
 
 FINANCIAL RESULTS                      (Rs. in Lacs)
 
 Particulars                   2011-2012   2010-2011
 
 Revenue Receipts                  23931       20056
 
 Other Income                        113         251
 
 Total Revenue Receipts
 
 including other income            24044       20307
 
 Operating Profit before 
 Finance
 
 Cost, Depreciation & Tax           2085        1811
 
 Loss on sale of Investments        (194)          -
 
 Less: Finance Cost                  179         178
 
 Depreciation                        270         233
 
 Profit before tax                  1442        1400
 
 Less: -CurrentTax                   393         410
 
 - Deferred Tax                       65          34
 
 Profit after tax                    984         956
 
 Balance brought forward
 
 from previous year                  397        1420
 
 Profit available for 
 appropriations                     1381        2376
 
 APPROPRIATIONS
 
 Interim Dividend on Equity 
 Shares                                -         159
 
 Proposed Dividend on Equity 
 Shares                              212          80
 
 Total Dividend on Equity Shares     212         239
 
 Tax on Dividend                      35          40
 
 General Reserve                     634        1700
 
 Balance Carried to Balance Sheet    500         397
 
 OPERATIONS
 
 The global economy has witnessed lower economic growth, barely a year
 after recession. FY 2011-12 was a challenging year. Despite these
 constraints and the challenging environment, your company performed
 reasonably well.
 
 Your Company has scaled new heights in overall performance and has set
 new benchmarks in terms of turnover (including export benefit). During
 the year, the Company has achieved a turnover of Rs. 23931 lacs as
 against Rs. 20056 lacs in the previous year, registering an increase of
 19.32% over the previous year.
 
 Your Company has also improved its performance in Exports and achieved
 direct export turnover of Rs. 5580 lacs as against Rs. 4939 lacs in
 previous year, registering an increase of 12.98%.  Your Company Exports
 to over 20 countries around the globe.
 
 Your Company posted yet another year of high performance, with
 impressive top line growth and consistent earnings, reflecting the
 effective corporate strategy of creating multiple drivers of growth.
 
 DIVIDEND
 
 Based on the Company''s performance, the Directors are pleased to
 recommend for approval by the members, a dividend of Rs. 21- per share
 for the year 2011-12. The dividend on the Equity Shares, if approved by
 the members, would involve a cash outflow of Rs. 246.63 Lacs, including
 dividend tax for the year 2011-12.
 
 MARKETING
 
 Through consistent efforts in maintaining and improving the
 international quality standards, your Company has found satisfactory
 demand for its products. This has helped in facing price competition in
 both domestic and international markets and also achieved increased
 sales. With sustained efforts, we expect further improvements in our
 performance in the current year. Your Company will continue to seek new
 markets while consolidating its hold over the existing customers.
 
 RESEARCH AND DEVELOPMENT
 
 In an increasingly competitive business environment, your Company
 recognizes the importance of Research & Development (R&D) to maintain
 its leadership position. Your Company has, over the years, invested
 significantly in its Research & Development (R&D) facility, as a key
 source of sustainable competitive advantage.
 
 The R&D division of your Company, located at its plant, constantly
 endeavors to innovate and change the product mix/process, to create
 higher value items at lower costs and to widen its range of new
 generation masterbatches. Its R&D efforts aim at ensuring cost
 optimization and environment protection. It strives to leverage modern
 advances in science and technology and blend the same with classical
 concepts of product development.
 
 The R&D division of your company is equipped with state-of- the-art
 testing equipments. These equipments are used to test dispersion,
 filterability, mechanical, Theological, thermal, optical & colorist
 properties of incoming raw materials and outgoing finished products.
 Tests are carried out conforming to internationally accepted test
 methods.
 
 The R&D division of the Company has been recognized by the Department
 of Science and Industrial Research (DSIR), Government of India, as an
 In-House R&D Unit on 06.06.2012.
 
 QUALITY INITIATIVES
 
 Your Company is committed to produce and deliver zero-defect
 Masterbatches. It also endeavors to achieve consistent customer
 satisfaction by implementing and meeting the ISO 9001:2008 QMS
 requirements. Constant Interaction with Customers, Optimum utilization
 of resources and Training & Education of Employees are carried out in
 order to ensure that your company attains its goals.
 
 STAR EXPORT HOUSE STATUS AND CRISIL RATING
 
 Sustained growth in exports has enabled the Company to maintain its
 Star Export House Status under the Foreign Trade Policy 2009-2014.
 
 The Company''s Credit Rating is A/Stable/A1 assigned by CRISIL for its
 working capital borrowings which signifies strong degree of safety
 regarding timely payment.
 
 DIRECTORS
 
 During the year Smt. Kusum Poddar resigned from Directorship w.e.f.
 21.07.11 and Shri V.K. Fogla has vacated the office of director w.e.f.
 27.08.11. The Board places on record its appreciation for their
 valuable contribution to the Company.
 
 Further, Smt. Mahima R Agarwal and Shri Kishore Rungta have been
 appointed Additional Director of the Company w.e.f.  25.07.11 and
 confirmed Directors w.e.f. 27.08.11.
 
 Shri M. K. Sonthalia, retires by rotation at the ensuing Annual General
 Meeting pursuant to the provisions of the Companies Act, 1956 and
 Articles of Association of the Company.
 
 CORPORATE GOVERNANCE
 
 Your Company has been actively practicing the principles of good
 corporate governance over the years. The Board of Directors supports
 the broad principles of corporate governance. In addition to the basic
 governance issues, the Board lays strong emphasis on transparency,
 accountability and integrity.
 
 The report on Corporate Governance (in accordance with Clause 49 of the
 Listing Agreements with the Stock Exchanges), the Auditors'' certificate
 on compliance by the Company and the Management Discussion & Analysis,
 have all been included in the Annual Report.
 
 COMPLIANCE WITH THE CODE OF CONDUCT
 
 The Company had put in place a Code of Conduct for its Board Members
 and Senior Management Personnel from 23rd January 2006 and has
 reaffirmed the same on 7th February 2012. It is also available on the
 website of the Company. Declarations on compliance with the Code of
 Conduct have been received from all concerned. A certificate annexed to
 this effect forms a part of this Report.
 
 DEPOSITS
 
 The company has neither accepted any deposits during the year under
 review, nor does it have any fixed deposits outstanding at the year
 end.
 
 EMPLOYEES
 
 The information required under Section 217(2A) of the Companies Act,
 1956 read along with Companies (Particulars of Employees) Rules, 1975,
 is given in the statement annexed hereto forming a part of the Report.
 
 AUDITORS
 
 M/s K. N. Gutgutia & Co, Chartered Accountants, the present Statutory
 Auditors of the Company, hold office till the ensuing Annual General
 Meeting and have confirmed their eligibility and willingness to accept
 office, if re-appointed.
 
 ENVIRONMENT, SAFETY, ENERGY CONSERVATION, TECHNOLOGY ABSORPTION,
 FOREIGN EXCHANGE EARNINGS AND OUTGO
 
 Your Company is continuously on the look-out for new ways to preserve
 the environment and to manage resources responsibly.  Your company
 adopts clean technologies and processes that combine both economic
 progress and environment sustainability.  The company has taken a
 number of green initiatives including waste optimization, water
 conservation and compliance with applicable laws and regulations.
 
 Your Company has Safety Committees, which regularly monitor compliance
 with the Company''s Health & Safety policy. Additional steps have been
 taken to install equipments, such as additional fire extinguishers of
 different classes, fume extraction system, de-dusting stations etc.
 Your company attaches utmost importance to safety. The only acceptable
 standard of safety performance for your company is zero accidents.
 Safety education and training is imparted to everyone on a regular
 basis.
 
 Several initiatives were continued as part of energy saving measures.
 The drive for energy conservation is always a key priority and your
 Company continuously strives to achieve this through process
 improvements and through the enhancement of equipment capabilities.
 
 Particulars relating to Energy Conservation, Technology Absorption and
 Foreign Exchange Earnings and Outgo, as required under section
 217(1)(e) of the Companies Act 1956, are enclosed as a part of this
 report.
 
 GO GREEN INITIATIVE
 
 Recently, the Ministry of Corporate Affairs, Government of India,
 through its Circular nos. 17/2011 and 18/2011 dated April 21, 2011 and
 April 29, 2011 respectively, has allowed companies to send the Annual
 Reports and other official documents to their shareholders
 electronically as part of its green initiatives, provided that the
 email addresses of the shareholders are obtained by the Company from
 the shareholders. This move by the Ministry will benefit the society at
 large through reduction in paper consumption and contribution towards a
 greener environment. It will also ensure prompt receipt of
 communication and avoid loss in postal transit.
 
 As a first step, your Company is Printing Annual Report using recycled
 paper. Keeping the above in view, your Company also proposes to send
 documents such as the Notice of the Annual General Meeting and Annual
 Reports henceforth to the shareholders by electronic means, to the
 e-mail address provided by them and/or made available to the Company by
 the Depositories. In absence of any communication from the
 shareholders, the email id in the records of depositories shall be
 considered as the registered email id of the respective shareholder.
 
 All the shareholders who hold their shares in physical form and whose
 e-mail address are not available with the Company, may, if they wish to
 receive the Annual Report in electronic form, please send their email
 id to njain@poddarpigments.com.
 
 The Company solicits active cooperation of shareholders in helping the
 Company implement the e-governance initiatives of the Government.
 
 RISK AND INTERNAL ADEQUACY
 
 Your Company has a low debt-equity ratio and is well placed to take
 care of its borrowings. Foreign Exchange transactions are largely
 covered to the extent of exposure otherwise not covered by natural
 hedging. Your Company is progressively moving towards a net
 foreign-exchange earner status.
 
 The Company''s internal control systems are adequate considering the
 size of the Company and are routinely tested and certified by our
 statutory as well as internal auditors.  Significant audit observations
 and follow up actions thereon are reported to the Audit Committee.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000,
 the Directors confirm:
 
 (i) that in the preparation of the Annual Accounts, the applicable
 accounting standards have been followed along with proper explanation
 relating to material departures;
 
 (ii) that the directors have selected such accounting policies and
 applied them consistently and have made judgements and estimates that
 are reasonable and prudent, so as to give a true and fair view of the
 state of affairs of the Company as of 31st March, 2012 and of the
 profit of the Company for the period ended on that date;
 
 (iii) that the directors have taken proper and sufficient care to
 ensure 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) That the directors have prepared the Annual Accounts on a ''going
 concern'' basis.
 
 ACKNOWLEDGEMENT
 
 The Management is grateful to the various Government and
 Semi-Government Authorities, Bankers, Investors, Marketing Dealers,
 Vendors and Customers for their valued support and co-operation.
 
 The Directors also wish to place on record their appreciation for the
 dedication and excellent contribution of the employees in realizing the
 objectives of the Company.
 
                         For and on behalf of the Board of Directors
 
                                                        S. S. Poddar 
                                                   MANAGING DIRECTOR
 
                                                        R. K. Sureka 
                                                      DIRECTOR & CEO
 
 PLACE : JAIPUR
 DATE : 7th August, 2012