Directors Report of Chemcel Biotech Ltd.

Mar 31, 2010

The Directors are pleased to present herewith the Fifteenth Annual Report on the business and operations of the Company together with Audited Statement of Accounts for the year ended 31st March 2010. The highlights for the year under review are follows: -

1. FINANCIAL INFORMATION:

The performance of the Company during the period under review is summarized below: -

(RS.IN LAKHS)

PARTICULARS 2009-10 2008-09

Net Sales 4576.40 3518.78 .

Other Income - -

Interest and Financial

charges 98.90 116.25

Depreciation 8.88 9.50

Profit/(Loss) before taxes 178.52 175.19

Provision for taxes 41.40 43.88

Profit / (Loss) carried to Balance Sheet 137.12 131.31

During the year under review, your Company has achieved a gross turnover of of Rs. 4545.43 Lacs as against Rs. 3528.89 Lacs in 2008-09. The Operational performance of the Company is discussed under Management Analysis and Discussion Report.

2. DIVIDEND

Your Directors considered it prudent to conserve the resources of the Company to sustain.its future growth and as such have not recommended any dividend for the current financial year.

3. STATUS OF IMPLEMENTATION OF PROJECT

Initially the cause for farmers prefering to go for Jatropha plantation is that it can be grown in non-agricultural lands which are left uncultivated due to poor soil conditions and non-availability of water sources. But now, as the Government of Andhra Pradesh as also other states have started constructing several dams across the Perennial rivers to prevent the wastage of water by allowing it to go into sea, the water thus stored is being diverted to uncultivated lands. Most of the areas relating to uncultivated lands are marked for Cultivation. Thus, the prospects of the farmers being very promising with land value having gone up by several times, has boosted their morale who are more inclined to grow Commercial crops like Paddy, Chillis etc., besides Plantations like Banana, Orange and other Citrus fruits. As they have started working by developing the lands in this direction which is of more remunerative when compared to Jatropha cultivation, there is an escalation of cost of production due to non availability of jatropa seeds. Hence, the prospects of hoping for more Jatropha Plantations are bleak.

While at the same time the Bio diesel, (Petro Diesel) production is not improving to the expected levels due to non-availability of Jatropha Seed, the primary in-put to Bio Diesel manufacturing. The scanty availability has caused an excess demand which has resulted in the steep rise of seed price ranging between Rs.10 to 12 per

Kg as against a maximum price of Rs.6/- per Kg at the time of our planning to go for this product through Public issue during year 2008-09. This has resulted in escalation of cost of production which is not economical for the growth of the Company.

Meanwhile, as an alternative, your directors are contemplating the propects of importing Bio crude oil from Countries like Malaysia and other African countries where the Crude is available in surplus. Already few manufacturers started importing Bio crude oil and are in the process of transesterfication to produce Bio- Diesel as cost of imports is much cheaper when compared to the present cost of oil extracted from seeds .

In view of the above situation, as also taking into cognizance, the views expressed by our subsidiary company ,M/s Jetro Petro Bio tech Private Limited, it is worthwhile to consider the following proposals and seek the approval from share holders of the company in this Annual General Meeting:-

1. Recovery of the amount advanced to farmers through our Subsudiary M/s.Jetro Petto Biotech Private Limited.

2. Advise to the machinery supplier to expediate the dispatch of modified machinery, ie. Transecterfication plant in the first instance.

3. Starting off trading operations of Bio diesel from available sources so as to develop a good marketing network and start our own outlets before, commencing our manufacture.

4. installation of esterficatdon Plant at the earliest and completion before 31.03.2011.

4. CONSOLIDATED FINANCIAL STATEMENTS:

Yours Directors have pleasure in attaching the consolidated financial statements pursuant to Clause 41 of the Listing Agreement entered into with the Stock Exchange. These statements were prepared in accordance with the Accounting Standard 21 prescribed by the Institute of Chartered Accountants of India in this regard. The company has no branches.

The Auditors Report to the Board of Directors does not contain any qualifications.

5. FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public within the meaning of section 58A of the Companies Act, 1956.

6. SUBSIDIARY COMPANY:

The statement pursuant to Section 212 of the Companies Act, 1956, containing details of subsidiary of the Company forms part of the Annual Report. The name of the Subsidiary Company is "Jetro Petro Biotech Private Limited".

7. STATUTORY DISCLOSURES: CONSERVATION OF ENERGY AND TECHNOLOGY

ABSORPTION:

In view of the nature of activities that are being carried on by your Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, concerning conservation of energy and technology absorption, respectively are not applicable to your Company. Your company is being a manufacturer of pesticides and insecticides requires minimal energy consumption and every endeavor has been made to ensure the optimal use of energy, avoid wastage and conserve as far as possible.

FOREIGN EXCHANGE EARNINGS AND OUTGOINGS

Rs. In Lakhs

1. Total Foreign Exchange earned Nil

2. Total Foreign Exchange utilized Nil

RESEARCH AND DEVELOPMENT

During the year No amount was spent as Capital / Recurring Expenses towards the Research and Development

8. DIRECTORS

- In accordance with the requirements of the Companies Act, 1956 and the Articles of Association of the Company, Shri K.Balakrishna Rao and Shri D.Shankar Directors retire by rotation and being eligible offer themselves for re-appointment.

- Shri Ch. V.Varaprasad Rao was appointed as an Additional Director of the company with effect from 31s1 January 2010, who holds office till the date of Annual General Meeting. Shri.Ch.V.Varaprasad Rao was also appointed as Wholetime Director of the Company in Board meeting held on 31st January 2010. The Board Recommends for his appointment.

9. AUDITORS

Sri T. Nehru, Chartered Accountant, Vijayawada, the Statutory Auditor of the Company , retires at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

10. AUDIT COMMITTEE

In accordance with Clause 49 of the Listing Agreement, the company has constituted an Audit Committee, which consists of Three Independent and Non Executive Directors of the company Viz. Mr D.Shankar, Mr P.Narasimha Murthy and Dr K.Srihari Rao. The Audit committee functions in terms of the role and powers delegated by the Board of Directors keeping in view of the Provisions of Clause 49 of Listing Agreement and Section 292A of the Companies Act 1956.

11. PARTICULARS OF EMPLOYEES

There are no employees in the organization coming under the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

12.DIRECTORS RESPONSIBILITY STATEMENT

In accordance with sub-section (2AA) of section 217 of the Companies Act, 1956, the Directors of the Company state:

a. That in the preparation of the accounts for the financial year ended 31st March 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review.

c. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. That the Directors have prepared the accounts for the financial year ended 31s1 March 2010 on a going concern basis.

13 CORPORATE GOVERNANCE

A separate report on corporate governance along with Auditors Certificate on its compliance is attached to this report.

14.MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Separate Report of Management Discussion and Analysis as required under the Provisions of listing agreement attached to this report.

15. ACKNOWLEDGEMENTS:

Your Directors wish to express their appreciation for the cooperation and continued support received from the Companys Bankers. Your Directors also take this opportunity to place on record their appreciation for the dedicated services rendered by the executives, managers, officers, employees and workers for the dedication and sense of commitment shown by the employees at all levels and their contribution towards the performance of the Company.

By Order of the Board

Sd/-

Place: VIJAYAWADA K.Balakrishna Rao

Date: 09.08.2010 Chairman