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Directors Report of Chembond Chemicals Ltd.

Mar 31, 2013

To The Members,

The Directors hereby present the 38th Annual Report on the business and operations of your Company together with Audited Financial Statements for the year ended 31st March, 2013

FINANCIAL RESULTS:

The financial performance of your Company is as summarized below for the year under review:

(Rs. In Lakhs)

Standalone Consolidated

2012-13 2011-12 2012-13 2011-12

Net Sales 17,446.82 15,197.21 26,231.01 22,845.39

Profit for the year 347.76 664.23 708.41 1,253.01

Add: Balance as per last year 2,783.15 2,314.32 5,320.59 4,559.36

Add : Transfer from Revaluation Reserve 1.89 1.89 1.89 1.89

Total 3 ,132.80 2,980.44 6,030.89 5,814.28

Appropriation General Reserves 39.95 70.00 268.27 286.02

Set off of Dividend Tax in respect of dividend from (32.26) (46.43) (32.26) (46.43) Subsidiary Company.

Proposed Dividend 189.82 149.47 189.82 149.47

Tax on Proposed Dividend 32.26 24.25 127.51 104.63

Balance carried to Balance Sheet 2,903.03 2,783.16 5,477.54 5,320.59

Total 3,132.80 2,980.44 6,030.89 5,814.28

DIVIDEND

The Board of Directors recommend a dividend of Rs. 2.85 per equity share (Previous year Rs. 2.35) for the financial year ended 31st March, 2013. The total outflow on account of dividend amounts to Rs. 189.82 Lakhs. The Company has also transferred an amount of Rs. 39.95 Lakhs (Previous year Rs. 70.00 Lakhs) from its current years profit to General Reserves

DEPOSITS

The Company accepted deposits from the public as per Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975. There were no dues and unclaimed deposits during the year under review.

DIRECTORS

In accordance with the Articles of Association of the Company, Mr. O. P. Malhotra and Mr. Jayantilal S. Vasani retire by rotation at the ensuing Annual General Meeting. Mr. Jayantilal S. Vasani has been on the Board of Directors of your company since 28th August, 1994. His role on the Board and as a member of the committees has been invaluable. Mr. Vasani has expressed his desire to retire and hence does not seek re-appointment as a Director of your Company at the ensuing Annual Genera Meeting. The Board respects his decision and places on record its sincere gratitude to Mr. Vasani for the contributions made by him towards guiding the Company over the years.

Mr. O. P. Malhotra, being eligible, offers himself for re-appointment as a Director of your Company at the ensuing Annua General Meeting.

SUBSIDIARY COMPANIES

The Ministry of Corporate Affairs vide their Letter no. 5/12/2007-CL-III dated 8th February, 2011 has granted a genera exemption under Section 212(8) of the Companies Act, 1956 for publication of the Accounts of subsidiary companies, subject to fulfillment of certain conditions. In view of the same, your Company is also exempted from publication of the accounts of its subsidiaries under the provisions of Section 212 of the Companies Act, 1956. The Annual Accounts of the Subsidiary Companies and related detailed information will be made available to shareholders seeking such information at any point of time and the Annual Accounts of the Subsidiary Companies will be available for inspection at the registered office of the Company. The statement as required under Section 212(1)(e) of the Companies Act, 1956 and the statement containing the details of the Subsidiary Companies as required to be given as per the above exemption letter are enclosed herewith and forms a part of this annual report.

Further, as stipulated by Clause 32 of the Listing Agreement and as per the conditions stated in the above letter, the Company, in accordance with the requirements of Accounting Standard 21 and Accounting Standard 27 on consolidated Financial Statements read with Accounting Standard 23 on Accounting for Investments in Associates, has prepared the Consolidated Financial Statements for the year ended 31st March, 2013 and the same is attached to this Annual Report.

AUDITORS

The Statutory Auditors of your Company, M/s. Kastury & Talati, Chartered Accountants, Mumbai who were appointed as Auditors to hold office until the conclusion of the ensuing Annual General Meeting are eligible for re-appointment. The Company has received the Certificate from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956.

The Company has also appointed M/s. R. S. Raghavan, Practicing Cost Accountant as Cost Auditor of the Company for the financial year ended 2012-13.

DISCLOSURE UNDER SECTION 274(1) (g)

None of the Directors of the Company are disqualified for being appointed as Directors as specified under Section 274(1) (g) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000.

CODE OF CONDUCT

Your Company has introduced the Code of Conduct as per revised clause 49 of the Listing Agreement applicable to all the Directors and Senior Management of the Company. Pursuant to said regulation, the Company has received a confirmation from all the Directors and Senior Management of the Company about the compliance of the said code of conduct during the financial year ended 31st March, 2013.

CORPORATE GOVERNANCE

A separate report on Corporate Governance is attached as a part of the Annual Report along with the Auditor''s Statement on its compliance.

EMPLOYEE STOCK OPTION PLAN

Pursuant to the approval accorded by the shareholders at the thirty sixth Annual General Meeting of the Company held on 10th September, 2011, the Compensation Committee had formulated the Chembond Chemicals Employee''s Stock Option Plan 2012. During the year under review, out of the 3,18,000 options approved by the shareholders of the Company, 2,32,781 options were granted to the employees of the Company and its subsidiaries under the said scheme. As required under the Securities and Exchange Board of India (Employees Stock Option and Employees Stock Purchase Scheme) Guidelines, 1999 (SEBI Guidelines), the following details of this scheme as on 31 March, 2013 are being provided:

Sr. No. Nature of Disclosure Particulars

Total No. of Options approved Total 3,18,000 Nos. of options as per the scheme approved

by the Compensation Committee of the Board as per the resolution passed by the members of the Company in their Annual General Meeting held on 10th September, 2011 entitling the holder thereof to be issued and allotted one Equity Share in the Company for each Option held. A Options Granted 2,32,781 Nos.

B The Pricing Formula The options were granted at an exercise price by following

formula: price of the equity shares not less than lower of the average of weekly high and low of closing price of six months or two weeks on the Stock Exchange i.e. Bombay Stock Exchange (BSE) prior to the date of grant of the options with a discount not more than 10% of the minimum applicable price.

C Options Vested Nil

D Options Exercised Nil

E The total no. of shares arising as a result of Not Applicable

exercise of option F Options lapsed/ Surrendered 4,800

G Variation of terms of Option No.

H Money realized by exercise of options Not Applicable

I Total no. of Options in force 90,019

J (i) Details of Options granted to Senior As per Annexure 1

Management Personnel (ii) Any other employee who received a grant Nil in any one year of Option amounting to 5% or more of Options granted during the year

(iii) Employees who were granted Options, Nil

during any one year, equal to or exceeding 1% of the issued capital of the Company at the time of grant K Diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of Option calculated in accordance with Accounting standard AS-20

(i) Difference between the compensation cost The employee compensation cost for the year would have been using the intrinsic value of the stock Options higher by Rs. 25.90 Lakhs had the Company used the fair value of (which is the method of accounting used options as the method of accounting instead of intrinsic value. by the Company) and the compensation cost that would have been recognized in the accounts if the fair value of Options had been used as the method of accounting. (ii) Impact of the difference mentioned in (i) The stock-based compensation cost calculated as per the above on the profits of the Company. intrinsic value method upto 31st March, 2013 is Rs. 9.98 Lakhs

If the stock-based compensation cost was calculated as per the fair value method prescribed by SEBI, the total cost to be recognized in the financial statements for the period ended 31st March, 2013 would be approximately Rs. 35.89 lakhs. (iii) Impact of the difference mentioned in (i) Had the Company accounted the Options as per fair value the above on the EPS of the Company diluted EPS would have been Rs. 5.34 per share instead of Rs. 5.73 Oer share.

(i) Weighted Average exercise price of Options Rs. 153/-

(ii) Weighted average fair value of Options Rs. 68/- M (i) Method used to estimate the fair value of Black Scholes Options Pricing Model Options (ii) Significant assumptions used (weighted average information relating)

(a) Risk -free interest rate 8.25%

(b) Expected life of the Option 3.34 years

(c) Expected volatility 42%

(d) Expected dividend yields 1.38%

(e) Price of the underlying share in the Rs. 170/- market at the time of Option grant

The certificate received from the statutory auditor as required under the SEBI Guidelines, confirming that the Company''s Employees Stock Option Plan, 2012 has been implemented in accordance with the SEBI Guidelines and shareholders resolution, will be placed before the shareholders at the ensuing Annual General Meeting.

SHARE CAPITAL

On 25th March, 2013 the Company has allotted 300,000 Nos. fully paid Equity shares of Rs. 10/- each at a premium of Rs. 173.97 as against exercise of options attached to 300,000 Convertible Warrants issued to the Promoters & Promoters Group entitling them to subscribe to one equity shares against each warrant in accordance with provisions specified under Chapter VII of SEBI (ICDR) Regulations, 2009 and as per the In Principle Approval received from Bombay Stock Exchange (BSE) on May 07, 2012. The Auditors Certificate for compliance under the Chapter VII of SEBI (ICDR) Regulations, 2009 will be placed before the members at the ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors give hereunder Directors'' Responsibility Statement pertaining to the accounts of the Company:

i) that in preparation of the Annual Accounts for the year ended 31st March, 2013, the applicable accounting standards have been followed;

ii) that the Directors have selected and applied such accounting policies consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company for the financial year ended 31st March, 2013 and the profit of the Company for the year under review;

iii) 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; and

iv) that the annual accounts for the year ended 31st March, 2013 have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, & FOREIGN EXCHANGE EARNINGS AND OUTGO

The prescribed particulars as per Section 217(1) (e) of the Companies Act, 1956 relating to Conservation of Energy, Technol- ogy Absorption, and Foreign Exchange Earnings and outgo are furnished in Annexure 2 to this Report.

PARTICULARS OF EMPLOYEES

None of the employees are covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

ACKNOWLEDGEMENTS

Your Board takes this opportunity to express its deep thanks to the customers, vendors, shareholders and bankers for the faith they have reposed in the Company. Your Directors also place on record their sincere appreciation of the contribution of its employees for their competence, hard work, and cooperation.

For and on behalf of the Board,

Sameer V. Shah Nirmal V. Shah

Chairman & Managing Director Vice Chairman & Managing Director

Mumbai May 30, 2013


Mar 31, 2012

The Directors have pleasure in presenting the 37th Annual Report on the business and operations of your Company together with Audited Financial Statements for the year ended 31st March, 2012.

FINANCIAL RESULTS:

2011-12 2010-11 (Rs.In lakhs)(Rs.In lakhs)

Turnover of Sales 16,881.16 14,679.35

Less: Excise Duty 1,683.95 1,454.88

Net Sales 15,197.21 13,224.47

Profit Before Tax 801.05 817.88

(Less): Deferred Tax_ (32.82) (25.71)

Less: Provision for Taxation (103.98) (144.80)

Profit after Tax 664.25 645.48

Add: Balance as per last year_: 2,314.31 1,872.59

Add : Transfer from Revaluation Reserve 1.89 1.89

Total 2,980.45 2,519.97

Appropriation

General Reserves 70.00 65.00

Set off of Dividend Tax in respect of dividend from Subsidiary (22 18) (18 27) Company.

Proposed Dividend 149.47 136.75

Tax on Proposed Dividend Nil 22.18

Dividend on Shares issued on Amalgamation - -

Balance carried to Balance Sheet 2,783.16 2,314.30

Total 2,980.451 2,519.90

PERFORMANCE REVIEW

Your Company has recorded an increase in Sales of 14.92% with an increase in profit after tax (PAT) by 2.91 %. The Earning per Share (EPS) increased to Rs. 10.44 as at 31st March, 2012 from Rs. 10.15 at the end of the previous fiscal year. A separate section on Management Discussion and Analysis follows in this annual report where in the Company Performance, Industry Environment, Economy, and the other aspects of your company's business are highlighted.

DIVIDEND

The Board of Directors recommends a dividend of Rs. 2.35 per Equity Share (Previous year Rs. 2.15) for the financial year ended 31st March, 2012. The total outflow on account of dividend amount to Rs. 149.47 Lakhs. The Company has also transferred the amount of Rs. 70 Lakhs (Previous year Rs. 65 Lakhs) from its current year's profit to General Reserves.

SAFETY, HEALTH, ENVIRONMENT, AND QUALITY (SHEQ)

Your Company follows an integrated SHE-Q Management System under which, the Tarapur plants are ISO 9001, ISO 14001, OHSAS 18001 and ISO/TS 16949 certified. The corporate office and the Baddi and Dudhwada plants are ISO 9001 certified and the Company is in process to obtain ISO 14001 and OHSAS 18001 for its Baddi and Dudhwada Plant.

DEPOSITS

The Company has accepted deposits from the public as per the Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975. There were no dues and unclaimed deposits during the year under review.

DIRECTORS

In accordance with the Articles of Association of the Company, Mr. Mahendra K. Ghelani and Mr. Ashwin R. Nagarwadia, Directors of the Company, are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

SUBSIDIARY COMPANIES

The Ministry of Corporate Affairs vide their Letter no. 5/12/2007-CL-lll dated 8th February, 2011 has granted a general exemption under Section 212(8) of the Companies Act, 1956 for publication of the Accounts of subsidiary companies , subject to fulfillment of certain conditions. In view of the same, your company is also exempted from publication of the accounts of its subsidiaries under the provisions of Section 212 of the Companies Act, 1956. The Annual Accounts of the Subsidiary Companies and related detailed information will be made available to shareholder seeking such information at any point of time and the Annual Accounts of the Subsidiary Companies will be available for inspection at the registered office of the Company. The statement as required under Section 212(1 )(e) of the Companies Act, 1956 and the statement containing the details of the Subsidiary Companies as required to be given as per the above exemption letter are enclosed herewith and forms part of this annual report.

Further, as stipulated by Clause 32 of the Listing Agreement and as per the conditions stated in the above letter, the Company, in accordance with the requirements of Accounting Standard 21 and Accounting Standard 27 on consolidated Financial Statements read with Accounting Standard 23 on Accounting for Investments in Associates, has prepared the Consolidated Financial Statements for the year ended 31st March, 2012 and the same is attached to this Annual Report.

AUDITORS

The Statutory Auditors of your Company M/s. Kastury & Talati, Chartered Accountants, Mumbai who were appointed as Auditors to hold office until the conclusion of the ensuing Annual General Meeting are eligible for re-appointment. The Company has received the Certificate from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1 -B) of the Companies Act, 1956.

DISCLOSURE UNDER SECTION 274(1) (g)

None of the Directors of the company are disqualified for being appointed as Directors as specified under Section 274(1 )(g) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000.

CODE OF CONDUCT

The Company has introduced the Code of Conduct as per revised clause 49 of the Listing Agreement applicable to all the Directors and Senior Management of the Company. Pursuant to said regulation, the Company has received a confirmation from all the Directors and Senior Management of the Company about the compliance of the said code of conduct during the financial year ended 31st March, 2012.

CORPORATE GOVERNANCE

A separate report on Corporate Governance is attached as a part of the Annual Report along with the Auditor's Statement on its compliance.

CORPORATE SOCIAL RESPONSIBILITY

Your Company continued its CSR initiatives. Please refer to the Report on Corporate social Responsibility for more information on these activities.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors give hereunder Director's Responsibility Statement pertaining to the accounts of the Company

i) that in preparation of the Annual Accounts for the year ended 31st March, 2012, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii) that the directors had selected such accounting policies and applied consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2012 and the profit of the Company for the year under review;

iii) 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;

iv) that the annual accounts for the year ended 31st March, 2012 have been prepared on a 'going concern basis'.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO

The prescribed particulars Under Section 217(1) (e) of the Companies Act, 1956 relating to Conservation of Energy, Technology Absorption and Foreign Exchange and outgo are furnished in Annexure to this Report.

PARTICULARS OF EMPLOYEES

None of the employees is covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

ACKNOWLEDGEMENTS

Your Board takes this opportunity to thank the customers, vendors, shareholders and bankers for the faith reposed in the Company. Your directors also place on record their sincere appreciation of the contribution of its employees for their competence, hard work and cooperation.

For and on behalf of the Board of Directors

of Chembond Chemicals Limited

Dr. Vinod D. Shah

Executive Chairman

Place: Mumbai

Date: 28th July, 2012


Mar 31, 2010

The Directors have pleasure in presenting the 35th Annual Report on the business and operations of your Company together with Audited Financial Statements for the year ended 31st March 2010.

FINANCIAL RESULTS:

2009 - 2010 2008 - 2009

(In Rs 000) (In Rs 000)

Turnover of Sales 1,247,502 1,257,592

Less: Excise Duty 103,344 148,416

Net Sales 1,144,158 1,109,176

Profit Before Tax 64,736 55,477

(Less)/Add: Deferred Tax (5,705) (2,369)

Less: Provision for Taxation (7,300) (4,150)

Fringe Benefit Tax - (930)

Profit after Tax 51,731 48,028

Prior period adjustment - 334

Profit After Prior Period Adjustment 51,731 48,362

Add: Balance as per last year 153,461 119,974

Total 205,192 168,336

Appropriation

General Reserves 5,500 5,000

Set off of Dividend Tax in respect

of dividend from Subsidiary Company. (1,178) (1,179)

Proposed Dividend 11,131 10,500

Ta x on Proposed Dividend 1,849 1,784

Dividend on Shares issued on

Amalgamation 631 -

Addition of Amalgamation of SMEPL - (1230)

Balance carried to Balance Sheet 187,259 153,461

Total 205,192 168,336

PERFORMANCE REVIEW

A separate section on Management Discussion and Analysis follows in this annual report wherein the company performance, industry environment, economy, and the other aspects of your companys business are highlighted. Your Company has recorded an increase in Sales of 3.15% and an increase of 16.8% and 7.4% in Profits before Tax (PBT) and Profit after Tax (PAT) respectively over the previous year. The Earning per Share (EPS) increased to Rs 8.13 as at March 31, 2010 from Rs 7.60 at the end of the previous fiscal year on the expanded equity of your company after the 1:1 bonus issue.

DIVIDEND

The Board of Directors recommends a dividend of Rs 1.75 per Equity Share for the financial year ended 31st March, 2010. The total outflow on account of dividend and the tax thereon amounts to Rs 12,979.42 Thousand. The Company has also transferred the amount of Rs 5,500,000 (Previous year Rs 50,00,000) from its current years profit to Reserve account. SAFETY, HEALTH, ENVIRONMENT, AND QUALITY (SHEQ)

Your Company follows an integrated SHEQ Management System under which all plants are certified to the applicable standards. The Tarapur plants are ISO 9001, ISO 14001, and ISO/TS 16949 certified. The corporate entity and the Baddi and Dudhwada plants are ISO 9001 certified.

DEPOSITS

The Company accepted deposits from the public as per Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975. There were no dues and unclaimed deposits during the year under review.

DIRECTORS

In accordance with the Articles of Association of the Company, Mr. Jayant Vasani and Mr. O. P. Malhotra, Directors of the Company, are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Mr. Sanjay N. Nene resigned from the Board of Directors wef 31st December, 2009. The Board records its appreciation for the contribution made by him during his tenure with the Company.

Dr. Vinod D. Shah will be appionted as Executive Chairman wef 1st August, 2010 for a period of 3 years.

Mr. Sameer V. Shah will be appionted as Vice Chairman and Managing Director wef 1st August, 2010 for a period of 3 years.

Mr. Nirmal V. Shah will be appionted as Joint Managing Director wef 1st August, 2010 for a period of 3 years.

SUBSIDIARY COMPANIES

The Central Government has vide its letter no. 47/464 /2010 -CL-III dated 21st May, 2010 exempted the Company from attaching the financial report of the Subsidiary Companies to this annual report. However, the Annual Accounts of the Subsidiary Companies and related detailed information will be made available to shareholders seeking such information at any point of time and the Annual Accounts of the Subsidiary Companies will be available for inspection at the registered office of the Company. The statement

as required under Section 212(1)(e) of the Companies Act, 1956 and the statement containing the details of the Subsidiary Companies as required to be given as per the above exemption letter are enclosed herewith and forms part of this annual report.

Further, as stipulated by Clause 32 of the Listing Agreement and as per the conditions stated in the above letter, the Company, in accordance with the requirements of Accounting Standard 21 and Accounting Standard 27 on consolidated Financial Statements read with Accounting Standard 23 on Accounting for Investments in Associates, has prepared the Consolidated Financial Statements for the year ended 31st March, 2010 and the same is attached to this Annual Report.

AUDITORS

The Statutory Auditors of your Company M/s. Kastury & Talati, Chartered Accountants, Mumbai who were appointed as Auditors to hold office until the conclusion of the ensuing Annual General Meeting are eligible for re-appointment. The Company has received the Certificate from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956.

DISCLOSURE UNDER SECTION 274(1) (g)

None of the Directors of the company are disqualified from being appointed as Directors as specified under Section 274(1)(g) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000.

CODE OF CONDUCT

The Company has introduced the Code of Conduct as per revised clause 49 of the Listing Agreement applicable to all the Directors and Senior Management of the Company. Pursuant to said regulation, the Company has received a confirmation from all the Directors and Senior Management of the Company about the compliance of the said code of conduct during the financial year ended 31st March 2010.

CORPORATE GOVERNANCE

A separate report on Corporate Governance is attached as a part of the Annual Report along with the Auditors Statement on its compliance.

CORPORATE SOCIAL RESPONSIBILITY

Your Company aims to play a role in improving the lives of people living among the communities where we operate. Your Company continues to support the Visan Trust in its objective of providing the girl child in tribal areas with educational and vocational opportunities and in enhancing their self-esteem. Around 300 girls between the ages of 4 and 18 from areas around Tarapur attend the Childrens Center. Among their achievements, three girls completed their HSC levels, 16 girls appeared for Xth standard exams out of which 11 passed including 4 girls who obtained first class. On the non-academic front, several students now enter regional competitions in Karate, Chess, and Malkhamb with exemplary performance as a result of the training imparted at the center. Your Company supplied small hand operated, membrane-based water purification equipment, which removes suspended solids and organisms to villages in Maharashtra and Gujarat.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors give hereunder Directors Responsibility Statement pertaining to the accounts of the Company

i) that in preparation of the Annual Accounts for the year ended 31st March 2010, the applicable accounting standards had been

followed along with proper explanation relating to material departures, if any;

ii) that the Directors had selected such accounting policies and applied consistently and made judgements and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March 2010 and the profit of the Company for the year under review;

iii) 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; iv) that the annual accounts for the year ended 31st March 2010 have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO

The prescribed particulars Under Section 217(1) (e) of the Companies Act, 1956 relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo are furnished in Annexure to this Report.

PARTICULARS OF EMPLOYEES

The Information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as under

Employee Name Designation Age Qualification

Dr. Vinod D. Shah Executive 78 Years Doctorate in Chemical

Chairman Engineering

Employee Name Remuneration * No. of Shares Held

Dr. Vinod D. Shah Rs 31,50,000 901,232

(14.17%) * Excluding the perquisites which shall not be included in the computation of the ceiling limits of remuneration.

ACKNOWLEDGEMENTS

Your Board takes this opportunity to thank the customers, vendors, shareholders and bankers for the faith reposed in the Company. Your directors also place on record their sincere appreciation of the contribution of its employees for their competence, hard work and cooperation.

For and on behalf of the Board of Directors of Chembond Chemicals Limited



Sameer V. Shah Nirmal V. Shah

Vice Chairman & Managing Director Joint Managing Director

Place: Navi Mumbai

Date: 31st July, 2010



 
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