Dear Shareholders,
 
 The Directors take pleasure in presenting herewith their 40th annual
 report together with Audited Accounts and Auditors'' Report for the year
 ended 31st December, 2012.
 
 A.  Financial Performance
 
 The financial performance of your Company for the year ended 31st
 December, 2012 is highlighted below:
 
                                                    (Rs. In ''000)
  
 Particulars                                       2012          2011
 
 Sales in MTs                                    74,804        66,714
 
 Sales and other operating Income            11,060,519     9,099,761
 
 Other Income                                   117,009       112,703
 
 Total Income                                11,177,528     9,212,464
 
 Gross Profit before Interest, 
 Depreciation & Tax                           1,067,090       914,230
 
 Less : Interest                                      -             -
 
 Less: Depreciation                             136,101       139,401
 
 Profit Before Tax                              930,989       774,829
 
 Less: Provision for Tax                        314,700       267,200
 
 Less: Provision for Deferred Tax               (15,012)      (32,035)
 
 Net Profit After Tax                           631,301       539,664
 
 Add: Balance of Profit Brought Forward       2,493,739     2,090,558
 
 Amount Available for Appropriation           3,125,040     2,630,222
 
 Appropriations:
 
 Proposed Dividend                               70,343        70,343
 
 Tax on Proposed Dividend                        11,411        11,140
 
 Transfer to General Reserve                     63,500        55,000
 
 Balance of Profit Carried Forward            2,979,786     2,493,739
 
 EPS (Basic)                                      35.90         30.69 
 
 (Diluted)                                        35.90         30.69
 
 B.  Review of operations
 
 Your Directors wish to inform that in context of the GDP growth of 5.5%
 during the year under review, the ABS demand growth of 130,000 tonnes
 (130 KT) showed 11% increase. As such, better inroads could be made in
 the two-wheelers, four-wheelers and home appliances segments and in
 percentage terms, the growth was to the tune of 9%, 8% and 10%
 respectively.
 
 Your Directors are also of the view that in time to come the demand is
 expected to grow steadily based on the assumption that capacity
 utilization in Auto Sector would be 70% to 75% while in case of
 Consumer Durables 65% to 70%.
 
 Your Directors are pleased to report that your Company has achieved
 Profit before Tax (PBT) of Rs. 93 Crores and Net Profit (Profit After
 Tax) of Rs. 63 Crores in the year under review. (Previous year PBT was
 Rs. 77 Crores & PAT was Rs. 54 Crores).
 
 Your Company has achieved sales turnover for the year ended December
 31, 2012 of Rs. 1106 Crores, which is higher by 21.56% over the
 previous year''s turnover of Rs. 910 Crores. This higher sales turnover
 is a result of better price realization in its business segments.
 
 The EBIDTA has also increased from Rs. 106.71 Crores to Rs. 91.42
 Crores.
 
 In comparison to the last year, the earning per share has increased
 from Rs. 30.69 to Rs. 35.90.
 
 During the year under review, there is no increase in the paid up share
 capital of the Company and it has remained at Rs.17.59 Cr.
 
 Your Directors are pleased to inform that your Company continues to be
 a debt free Company for the tenth year in succession.
 
 Your Company continues to be a market leader in ABS sales.
 
 C.  Styrolution
 
 Your Directors wish to inform that consequent upon formation of 50:50
 Global joint venture between INEOS and BASF, for bringing under one
 umbrella their key Styrenics business worldwide w.e.f. October 1, 2011,
 M/s. Styrolution (Jersey) Limited (formerly known as INEOS ABS (Jersey)
 Limited), the acquirer, along with persons acting in concert (PAC) have
 in terms of SEBI (Substantial Acquisition of Shares and Takeovers)
 Regulations 2011, made a public offer to the shareholders of the
 Company, vide Offer document dated January 5, 2012. The cash offer
 price is Rs. 606.81 (Rupees six hundred six and paise eighty one only)
 for one fully paid up equity share of Rs. 10 each to acquire maximum of
 2,931,920 Equity Shares representing balance 16.67% shares in the share
 capital of the Company.
 
 The said Open Offer concluded on 6th February, 2012. M/s. Styrolution
 (Jersey) Limited along with PACs, named therein as acquirers, acquired
 703,075 Equity Shares comprising of 4% of total Equity Share Capital of
 the Company and thereby increased their shareholding to 15,356,780
 Equity Shares representing 87.33 % of fully paid-up Equity Share
 capital of the Company.
 
 Effective from February 14, 2012, the holding Company''s name has
 changed from INEOS ABS (Jersey) Limited to Styrolution (Jer- sey)
 Limited.
 
 D.  Change of Name
 
 In view of change in the corporate structure, the name of the Company
 was proposed to be changed and effective from May 1, 2012 the Ministry
 Of Corporate Affairs, Office of Registrar of Companies, Gujarat has
 approved the new name and accordingly the name of the company has been
 changed from INEOS ABS (India) Limited to Styrolution ABS (India)
 Limited.
 
 E.  Directors
 
 Upon closure of the Open Offer made by Styrolution Global (''Acquirers'')
 and the transfer of controlling interest in the Company in favour of
 Styrolution (Jersey) Limited, the nominees representing INEOS, Dr.
 Gerhard Franken and Mr. Andrew Pizzey have resigned from Directorship/s
 effective from March 1, 2012.
 
 M/s. Styrolution (Jersey) Ltd.- the holding Company nominated Mr. Hyung
 Tae Chang and Mr. Myung Suk Chi as its Nominee Directors effective from
 March 1, 2012 and they were inducted on the Board after complying with
 due procedures in this regard.
 
 Mr. S M Kulkami and Mr. Hyung Tae Chang are retiring by rotation at the
 ensuing AGM and being eligible have offered themselves for
 reappointment.
 
 Mr. R S Agrawal ceased to be the Managing Director upon completion of
 his contractual term on December 31, 2012.
 
 The Board has re-designated Mr. Myung Suk Chi as a Managing Director,
 for the period from January 1, 2013 to July 31, 2015 (both days
 inclusive) on the same terms and conditions approved by the
 Shareholders by way of resolution passed through postal ballot on June
 19,2012.
 
 Mr. Sushil Roy Fonseca who was appointed on the Board w.e.f. form March
 1, 2012 as an Alternate Director to Mr. Hyung Tae Chang, has resigned
 from the Board w.e.f. April 24, 2012.
 
 Effective from January 1, 2013, Mr. Jit Teng Tan has been appointed as
 additional Director. Your Directors recommend the appoint- ment of Mr.
 Jit Teng Tan as a Director liable to retire by rotation.
 
 The Board has also appointed Mr. Ravishankar Kompalli as an Alternate
 Director to Mr. Jit Teng Tan on the Board, effective from January 1,
 2013.
 
 Your Directors wish to place on record their appreciation for the
 valuable contribution made by the retiring directors during their
 tenure as Directors during the year under review and also welcome the
 new Directors.
 
 Your Directors hereby confirm the compliance of conditions necessary
 for appointing Independent Director/s under Clause 49, amended till
 date, of the Corporate Governance Code prescribed under the Listing
 Agreement.
 
 Your Directors also recommend the passing of the appropriate
 resolutions proposing the appointment of Directors in the notice
 convening the AGM.
 
 F.  Dividend
 
 The Directors are pleased to recommend a dividend of Rs. 4.00 per fully
 paid-up Equity Share i.e. 40 % for the financial year ended on December
 31, 2012 subject to the shareholders'' approval at the ensuing Annual
 General Meeting.
 
 The register of members and share transfer books shall remain closed
 from 15th April, 2013 to 19th April, 2013, (both days inclusive).
 
 The Dividend amount upon approval shall be paid to all the
 shareholders, whose names shall appear in the Register of Members as on
 the book closure date i.e. 15th April, 2013.
 
 G.  Transfer to the Investor Education and Protection Fund
 
 As required in terms of provisions of Section 205C of the Companies
 Act, 1956, the unclaimed dividend pertaining to the financial year
 ended on 31.12.2005 is due for transfer on 6th May, 2013 to the
 Investor Education and Protection Fund maintained by the Ministry of
 Corporate Affairs. Your Directors request the affected shareholders to
 claim the same from the Company before the date of transfer or else no
 claim for the dividend shall lie on the Company or on the said fund
 post transfer.
 
 H.  Contribution to the National Exchequer
 
 A sum of Rs. 153.07 Cr. on account of central excise duty, direct and
 indirect taxes and state taxes were contributed/paid to the
 National/State exchequer during the year under review.
 
 I.  Research and Development
 
 The R&D centre meets with market needs helping customers'' improve upon
 the laid out standards. Continuous study for improvement in products
 and processes would ultimately benefit one and all.
 
 Your Directors would like to inform that Styrolution ABS is geared up
 to contribute to R & D capabilities globally and hopes that it becomes
 an important hub for such related activities.
 
 Our proven after sales services to customers results in increased
 customer bonding and long term relationships.
 
 J.  Risk Management
 
 Your Directors wish to state that Risk management and control practices
 have been deployed across all the functions and functional evaluation
 of rating probability and impact is being constantly monitored under
 the guidance of the Managing Director. Very high ranking risks are
 deliberated at the Board level and mitigating steps and measures
 applied or to be applied are debated.
 
 Your company is integrating its risk monitoring procedures with the
 global Styrolution policies.
 
 The objectives of the Company''s risk management framework comprise the
 following :
 
 To identify, assess, prioritize and manage existing as well as new
 risks in a planned and coordinated manner.
 
 To increase the effectiveness of internal and external reporting
 structure.
 
 To develop a risk culture that encourages employees to identify risks
 and associated opportunities and respond to them with appropriate
 actions.
 
 The Senior management team forming part of the risk managing
 organization conducts an exercise every quarter internally for an
 ongoing risk assessment and takes measures and effective steps to
 mitigate / reduce impact and control the same from time to time.  The
 Managing Director gives overall directions in controlling / mitigating
 risks generally and is in complete know of the organizational risks
 potential. The Company has a proper system to ensure compliance of
 legal / regulatory requirements that are applicable to the Company.
 
 K.  Environmental Health, Safety and Protection
 
 Your Company gives highest importance to Environment, Health and Safety
 (EHS), and encourages and promotes safety awareness in true letter and
 spirit as an integral part of its work culture.
 
 Process Safety Management- PSM is now an Integral part of all changes
 taking place in the process.
 
 Onsite emergency plans have been reviewed and updated by all divisions.
 Periodic mock drills are conducted at various divisions and the reports
 indicate improved preparedness of employees.
 
 Apart from employees, the contractors and workmen are also given
 exhaustive training on safety, first-aid and fire fighting. The Company
 has appointed and trained safety stewards to promote safety in all
 divisions. A green belt in and around the factory premises has been
 maintained to enhance eco-friendliness.
 
 L.  Insurance
 
 Your Company''s assets are adequately insured against risk from fire,
 riot, earthquake, terrorism, loss of profits and other risks which are
 considered necessary by the management.
 
 As an additional coverage, a Public Liability Insurance Policy is also
 in place and it has been taken to cover public liability/ies, if any,
 arising out of any industrial accidents. Styrolution ABS group has
 covered globally through insurance cover, the Directors'' and Officers''
 liability under the Indian Companies act to meet with any eventuality.
 
 M.  Auditors and their report
 
 The comments of the Auditors in their report and the notes forming part
 of the Accounts are self explanatory and need no comments.
 
 M/s. BSR & Co. Chartered Accountants, Mumbai, the present Statutory
 Auditors of the Company have expressed their willingness for their
 reappointment and a certificate to the effect that their appointment,
 if made, would be in accordance with the provisions of Section 224(1B)
 of the Companies Act, 1956 has been received. Your Directors recommend
 the appointment and fixing remuneration of M/s. BSR & Co., Chartered
 Accountants, Mumbai at the ensuing AGM.
 
 N.  Consumption of energy, technology absorption and foreign exchange
 earnings and outgo
 
 A statement highlighting details of the conservation of energy,
 technology absorption, and foreign exchange earnings and outgo, in
 accordance with Section 217(1)(e) of the Companies Act, 1956 read with
 the Companies (Disclosure of Particulars in the Report of Board of
 Directors'' Rules, 1988) is annexed hereto and forms part of this
 report.
 
 O.  Quality Systems and ISO certification
 
 During the year the Company continued to observe all pre-requisites in
 maintaining the quality systems and standards and ISO audit methods as
 required under the guidelines of Quality and Environmental Management
 Systems for ISO certified by UL-DQS. During the year, System
 Assessments for ISO 9001:2008 & ISO 14001:2004 were also successfully
 completed.
 
 P.  Corporate Governance
 
 Your Company has implemented clause 49 of Listing Agreement, popularly
 known as ''Corporate Governance'', within the stipulated time frame and
 took effective steps to meet with compliance standards laid down in the
 said clause. It also takes a proactive approach and revisits its
 governance practices from time to time so as to fulfill business and
 regulatory needs.
 
 The Company has implemented all of the mandatory requirements of the
 said clause, as applicable to the Company.
 
 The Statutory Auditor''s Certificate in accordance with Clause 49 of the
 Listing Agreement and report on Corporate Governance is annexed
 herewith and forms part of this Annual Report.
 
 The Managing Director and the Chief Financial Officer have given a
 certificate to the Board as contemplated in sub-clause V of clause 49
 of the Listing Agreement.
 
 Q.  Management Discussion and Analysis
 
 A Management Discussion and Analysis Report for the year 2012 as
 required under Clause 49 of the Listing Agreement is annexed and forms
 part of this annual report.
 
 R.  Human Resource and Industrial Relations
 
 The human resource development function of the Company is guided by a
 spirit of corporate team building and dedication towards strengthening
 the Company''s systems thereby improving efficiencies and registering
 growth. All personnel continue to have a healthy, cordial and
 harmonious approach in problem solving and enhancing Company value at
 all levels. Despite severe economic trials, the enthusiasm and
 unstinting efforts of the employees has enabled the Company to maintain
 leadership in its business areas.
 
 The industrial relations during the year remained cordial.
 
 S.  Particulars of Employees
 
 Particulars of employees, as required under Sec 217(2A) of the
 Companies Act, 1956 read with the Companies (Particulars of Employees)
 Rules, 1975, as amended, forms part of this Report. However, pursuant
 to the provisions of Section 219(1)(b)(iv)of the Companies Act, 1956,
 this report is being sent to all shareholders of the Company excluding
 the aforesaid information and the said particulars will be made
 available at the Registered Office of the Company. The members
 interested in obtaining such particulars may write to the Company
 Secretary at the Registered Office of the Company.
 
 T.  Directors'' Responsibility Statement Pursuant to Section 217(2AA)
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
 based on the representation received from the operating management,
 confirm that:
 
 i) in the preparation of the annual accounts, the applicable accounting
 standards have been followed;
 
 ii) they have selected such accounting policies and applied them
 consistently and made judgements and estimates that are reason- able
 and prudent so as to give a true and fair view of the state of affairs
 of the Company as on 31st December, 2012 and of the profit of the
 Company for the year ended on that date;
 
 iii) they have taken proper and sufficient care 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.
 
 U.  Acknowledgements
 
 Your Board of Directors thank all the stakeholders - the shareholders,
 customers, dealers, suppliers, bankers, and all the other business
 associates for the continued support extended by them to the Company
 and for their confidence in its management. Your Directors also wish to
 place on record their appreciation to the dedicated workforce of the
 company.
 
                                     For and on behalf of the Board
 
 Vadodara                                           Hyung Tae Chang
 
 February 26, 2013                                         Chairman