The Directors have pleasure in presenting the Forty Sixth Annual
 Report together with the Audited Accounts of the Company for the
 financial year ended 31st March, 2012.
 
 FINANCIAL RESULTS                         2011-2012       2010-2011
                                        Rs. in Lakhs     Rs.in Lakhs
 
 Net Sales including Trading 
 and Operating Income                      15,626.80       18,441.53
 
 Other Income                                 444.91          140.94
 
 Profit/(Loss) before Interest, 
 Depreciation, Amortization,                  458.11        3,135.62
 
 Taxes and Extraordinary Items
 
 Interest                                   1,009.47          744.30
 
 Cash Profit/(Loss) before 
 Extraordinary Items and Taxes               (551.36)       2,391.32
 
 Less:
 
 Depreciation                                 677.83          639.92
 
 Amortization                                  19.12           41.50
 
 Profit/(Loss) before 
 Extraordinary Items and Tax               (1,248.31)       1,709.90
 
 Less:
 
 Extraordinary Items
 
 - Assets written off (Net)                        -               -
 
 Profit /(Loss) before Tax                 (1,248.31)       1,709.90
 
 Provision for Taxation
 Current:
 
 (i)  Current Tax                               1.38          331.26
 
 (ii) MAT                                          -          (45.00)
 
 (iii) Deferred Tax (Asset)/Liability        (217.84)         146.43
 
 Profit/(Loss) after Tax                   (1,031.85)       1,277.21
 
 Note: Previous year figures have been regrouped / rearranged wherever
 necessary.
 
 DIVIDEND
 
 Having regard to the financial position emerging out of the audited
 accounts and in the absence of any scope for declaring any dividend out
 of reserves, the Directors regret their inability to recommend payment
 of any dividend.
 
 REVIEW OF OPERATIONS
 
 The net sale of the Company for the year under review is Rs. 153.55
 crores as compared to Rs. 182.30 crores in the previous year, a fall of
 about 16%. During the financial year 2011-12, the Company incurred net
 loss of Rs.10.32 Crores as against profit after tax of Rs. 12.78 Crores
 in the previous year.
 
 During the year under review, exports registered Rs. 82.99 Crores
 (Previous year: Rs. 104.34 crores) a fall of 20%, and domestic sale
 registered Rs.70.56 Crores (Previous Year: Rs.77.95 Crores) a fall of
 10% in comparison to previous year.
 
 The reasons for loss of turnover and profitability are:
 
 - On the export front, reduction in demand due to negative economic
 conditions in Europe resulted in substantial reduction in turnover and
 profitability.
 
 - Temporary ban imposed on production, use and sale of Endosulfan in
 India adversely affected domestic sale of Thionyl Chloride.
 
 - There has also been reduced demand from Agrochemicals and Dyes
 sectors in addition to increased production capacities in India.
 
 However, the Company has recovered partly the lost volumes. This
 positive development was due to consistent efforts to broad base the
 regional spread and customers.
 
 SUBSIDIARY COMPANIES
 
 (i) Transpek Industry (Europe) Ltd.
 
 During the year under review, the wholly owned subsidiary of the
 Company - Transpek Industry (Europe) Ltd. has facilitated registration
 of three (3) products of Excel Industries Ltd. under REACH.
 
 (ii) Sam Fine O Chem Ltd.
 
 As reported earlier, the Company holds 50% of the paid up equity share
 capital of Sam Fine O Chem Limited (Changed name effective 19.11.2011).
 
 However, that company''s net-worth having been eroded, the promoters are
 considering ways and means to improve it.
 
 Pursuant to a resolution passed by the Board of Directors of the
 Company in terms of the General Circular dated 8th February, 2011
 issued by the Ministry of Corporate Affairs, Government of India, the
 audited financial statements and the Reports of the Boards of Directors
 and the Auditors of the Company''s subsidiaries are not attached to
 this Annual Report. These documents shall be made available to the
 members of the Company seeking such documents. The same are available
 for inspection by members at the Registered Office of the Company and
 that of the respective subsidiaries and on the Company''s website
 www.transpek.com.
 
 OUTLOOK
 
 We expect improving business conditions in the domestic as well as
 international market.
 
 Having introduced more products in different segments and regions, we
 expect good growth in the coming period.  Due to efforts being put in
 extending/expanding regional spread, your Company has been able to
 balance the business volumes in different regions.
 
 Your Company has built a strong reputation as an environmentally
 conscious organization. This provides reliability and sustainability
 for the customers and hence we see more customers interested to discuss
 long-term supply arrangements with the Company.
 
 QUALITY, ENVIRONMENT, HEALTH AND SAFETY MANAGEMENT SYSTEMS
 
 Re-certification audit of our existing Integrated Management System of
 QMS ISO 9001:2008, EMS ISO 14001:2004 and BS OHSAS 18001:2007 was
 successfully completed in February, 2012. The Company''s existing
 Integrated Management System is in compliance with the requirements of
 QMS ISO 9001:2008, EMS ISO 14001:2004 and BS OHSAS 18001:2007
 Standards.
 
 HEALTH CARE AND WELFARE OF EMPLOYEES
 
 Employees Welfare Schemes like subsidized canteen food, medical
 facilities, merit awards for the employees'' children and Group
 Insurance continued to be maintained by the Company. Sports and
 cultural activities were also given priority during the year.
 
 RISK MANAGEMENT
 
 All functional heads periodically review risks facing their areas of
 responsibility and implement an effective system of internal controls
 to manage them.
 
 The Managing Director and the Executive Director give overall
 directions in controlling / mitigating risks generally.  DIRECTORS
 
 Shri Dipesh K. Shroff, Shri Ravi A. Shroff and Shri Nimish U. Patel,
 Directors of the Company will retire by rotation at the ensuing Annual
 General Meeting and, being eligible, offer themselves for
 re-appointment. The Directors commend their re-appointment.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to the requirements under section 217 (2AA) of the Companies
 Act, 1956, with respect to Directors'' Responsibility Statement, the
 Directors hereby confirm that:
 
 a) in the preparation of the accounts for the financial year ended 31st
 March, 2012 the applicable accounting standards have been followed and
 that no material departures have been made from the same;
 
 b) they had selected such accounting policies and 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 loss of the
 Company for the year under review;
 
 c) 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; and
 
 d) they have prepared the annual accounts on a going concern basis.
 
 CORPORATE SOCIAL RESPONSIBILITY
 
 Your Company has undertaken or supported several social responsibility
 initiatives.
 
 One of the NGOs supported by the Company is the Shroffs Foundation
 Trust (SFT) which has been working essentially in rural and tribal
 areas in Gujarat in the fields of health, education, agriculture,
 animal husbandry, watershed management and in skill development for
 self-help. SFT works mainly with the Government of Gujarat on several
 projects. SFT has put in place effective governance systems to ensure
 transparency and accountability. The work done by SFT has recently been
 recognized by the Times of India Group by bestowing on it the honor of
 Social Impact Awards - Livelihoods category. SFT strives to create
 self-help groups aimed at curbing unemployment in tribal youth.
 
 The initiatives taken by the Company for managing the Industrial
 Training Institute (ITI) at Padra, District Vadodara and the
 development of ITI, Dashrath in Vadodara District as a centre of
 excellence in chemical trade under the Public Private Partnership
 scheme of the Government, as mentioned in our last Report, are
 continuing.
 
 CORPORATE GOVERNANCE
 
 A separate statement on Corporate Governance is included in this Report
 along with a certificate of the Auditors on its compliance.
 
 MANAGEMENT DISCUSSION AND ANALYSIS
 
 The report on Management Discussion and Analysis forming part of this
 Annual Report deals with the Operations, Business Performance, etc.
 
 FIXED DEPOSITS
 
 During the year under review, your Company accepted deposits from
 Public/Shareholders/ Employees/ Senior Citizens and has complied with
 the provisions of section 58A of the Companies Act, 1956 and the Rules
 framed there under. There were 117 deposits aggregating to Rs.26 lacs
 which were due for repayment and remained unclaimed as on 31st March,
 2012 of which 35 deposits amounting to Rs. 16.14 lacs have since been
 repaid or renewed.
 
 AUDITORS
 
 M/s. Contractor, Nayak & Kishnadwala, Chartered Accountants, Vadodara,
 who have given a letter to the Company certifying that their proposed
 appointment as Auditors would be in accordance with the limits
 specified in Section 224 (1B) of the Companies Act, 1956, are proposed 
 to be re-appointed as the Auditors of the Company.
 
 AUDITORS''REPORT
 
 With regard to the Auditors'' qualificatory remarks at item (f) of
 their report, as mentioned in note no. 30 (d) notes forming part of the
 financial statements to the accounts, the Board is of the opinion that
 in view of the significant uncertainties associated with the said
 contract, whose ultimate outcome depends on future events, the exchange
 gain or loss, if any, on the strike date would be accounted for in the
 profit and loss account as and when it crystallizes.
 
 TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
 
 In terms of the provisions of Section 217(1 )(e) read with the
 Companies (Disclosure of Particulars in the Report of the Board of
 Directors) Rules, 1988 particulars as prescribed therein relating to
 Conservation of Energy, Technology Absorption and Foreign Exchange
 Earnings and Outgo are given in Annexure A forming part of this
 Report.
 
 COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975
 
 Information required pursuant to Section 217 (2A) of the Companies Act,
 1956 read with Companies (Particulars of Employees) Rules, 1975 is
 given in Annexure B forming part of this Report.
 
 ACKNOWLEDGEMENTS
 
 Your Directors wish to acknowledge the co-operation and assistance
 extended to the Company by the Company''s Bankers and State Government
 agencies. Your Directors also wish to place on record their
 appreciation of the contribution made by employees at all levels
 towards the growth of the Company. Your Directors also acknowledge with
 gratitude the support of the shareholders, other investors, customers
 and suppliers for the faith reposed in the Company and its management.
 
                                              BY ORDER OF THE BOARD
 
 PLACE : Vadodara                                      A. C. SHROFF
 
 DATED : 28th May, 2012                                    CHAIRMAN