Directors Report of Indo Euro Indchem Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Twenty Fifth Board's Report of your Company together with the Audited Statement of Accounts and the Auditors' Report of your company for the financial year ended 31st March, 2015.

Financial summary or highlights/Performance of the Company (Standalone)

(Rs. in Lacs) Particulars Standalone

2014-2015 2013-2014

Gross Income 285.54 157.77

Profit Before Interest and Depreciation 1.14 (12.62)

Finance Charges 0.06 0.91

Gross Profit 1.08 (13.52)

Provision for Depreciation 5.62 3.07

Net Profit / Loss Before Tax from continuing operations (4.54) (16.59)

Net Profit / Loss Before Tax from discontinuing operations 26.42 26.68

Net Profit / Loss Before Tax 21.88 10.09

Provision for Tax (5.64) (0.32)

Net Profit After Tax 16.23 9.77

Balance of Profit brought forward 55.96 46.43

Balance available for appropriation 72.19 56.20

Proposed Dividend on Equity Shares - -

Tax on proposed Dividend - -

Transfer to General Reserve 72.19 56.20

Transfer to Capital Reserve 30.00 30.00

Surplus carried to Balance Sheet 102.19 86.20

Overview and the State of Company's affairs

The Sales of the Company was Rs. 280.87 Lakhs in the current year as against last year Rs. 156.39 Lakhs. The profit after tax was Rs. 16.23 lakhs compared Rs. 9.77 lakhs in the previous year. Your directors are hopeful of achieving higher sales and higher profit in the next year.

Change in the nature of business.

There is no change in the nature of business of the Company DIVIDEND:

In view of past losses, Directors did not recommend any dividend for the equity shareholders for the financial year 2014-15.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

SHARE CAPITAL:

Presently, the Share Capital of the Company is Rs. 903,47,000/- (includes calls in arrear of Rs. 1,98,000) divided into 90,54,500 Equity Shares of Rs. 10/- each.

CORPORATE GOVERNANCE:

Your Company complies with the provisions laid down in Corporate Governance laws. It believes in and practices good corporate governance. The Company maintains transparency and also enhances corporate accountability. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the following forms part of this Annual Report:

i. Declaration regarding compliance of Code of Conduct by Board Members and Senior Management Personnel;

ii. Management Discussion and Analysis;

iii. Report on the Corporate Governance; and

iv. Auditors' Certificate regarding compliance of conditions of Corporate Governance

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

During this period under the review, a provision of CSR is not applicable to the Company. Hence, your Directors have not constituted the Corporate Social Responsibility (CSR) Committee.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Particulars of Loans, guarantees or Investments under section 186, are given in the Notes forming part of Financial Statements for the year ended 31st March, 2015.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

A. Conservation of Energy, Technology Absorption

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review:

(a) Conservation of energy measures taken:

The Board of Directors has taken following steps to conserve the energy:

* Switching off lights, A/C and computers whenever not used.

* Power utilization on all computers, pantry and cabins.

* Planning to replace lights with low energy consumption units.

* The Board is considering the option of using solar energy resources.

* Controlled the energy consumption by optimizing the temperature inside the office premises is the major contributor for the energy conservation for the stores.

* Optimized lighting consumption by strictly controlling the operating hours as per the usage pattern.

Impact:

After constant monitoring and effective utilization, the company's electricity bill has shown reduction. The board is constantly taking initiatives and steps to reduce the bills and is optimist for a favourable output. The Board is also using energy saver equipment.

(b) Technology absorption measures:

(i) The efforts made towards Technology Absorption

The Company is searching for the advance technology which can be used in the Company's premises.

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution

The benefits will be seen in future.

(iii) in case of imported technology (imported during -- the last three years reckoned from the beginning of the financial year)-

(a) the details of technology imported --

(b) the year of import; --

(c) whether the technology been fully absorbed --

(d) if not fully absorbed, areas where absorption -- has not taken place, and the reasons thereof

(iv) the expenditure incurred on Research and Development

B. Foreign Exchange Earnings And Outgo:

There were no foreign exchange earnings and outgo during the year under review.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The Company does not have any employees drawing remuneration in excess of the limits specified in Section 197(12) read with Rule 5 of (Appointment and remuneration of managerial Personnel) Rules, 2014.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

During the financial year, your Company has entered into related party transactions. Suitable disclosures as required under AS-18 have been made in the Notes to the financial statements.

All related party transactions have been approved by the Audit Committee of your Company.

The policy on Related Party Transactions was approved by the Board of Directors. None of the Directors has any undue benefit or advantage in the transactions with the related parties. The details of transactions with the related parties as required under section 188 are given in "Annexure A" formingpart of this Report.

RISK POLICY:

The Company does not have any Risk Management Policy as the elements of risk threatening the Company's existence are very minimal.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the sizeof its operations. Internal control systems comprising of policies and procedures are designed to ensure sound management of your Company's operations, safekeeping of its assets, optimal utilizations of resources, reliability of its financial information and compliance.

Systems and Procedures are periodically reviewed to keep pace with thegrowing size and complexity of your Company's operations.

DIRECTOR'S RESPONSIBILITY STATEMENT:

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii. 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 or loss of the Company for the year under review.

iii. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The directors have prepared the annual accounts on a going concern basis.

v. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

DIRECTORS:

Changes in Board constitution -

The Board of Directors had appointed Mrs. Rima Bandyopadhyay(DIN: 06919771) as an Additional Woman Director in the category of Non-Executive Director with effect from 25th March, 2015. She being eligible offered herself as the Independent Woman Director. The Board recommends her to be appointed as Independent Woman Director.

In accordance with the provisions of the Companies Act, 2013, Mr. JaysukhChhganlalShah(DIN: 00334286) liable to retire by rotation at the ensuing AGM and being eligible offers himself for reappointment.

Mrs. Rima Bandyopadhyay & Mr. JaysukhChhganlal Shah are not disqualified from being appointed as a Director as specified in terms of Section 164 of the Companies Act, 2013.

Meetings -

The Board of Directors of your Company met 11 Times during the year to carry the various matters. The Meetings were convened on30th May, 2014, 14th August, 2014, 15thSeptember, 2014, 15th November, 2014, 30th November, 2014, 05th January, 2015, 15th January, 2015, 14th February, 2015, 04th March, 2015, 13th March, 2015 and 25th March, 2015 and further details of which are given in the Corporate Governance Report forming part of this Annual Report.

Declaration by Independent Directors -

The Company has received declaration by all Independent Director(s) that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Board Evaluation -

The Board of Directors has made the formal annual evaluation of its own performance and that of its committees and individual directors and found it to be satisfactory.

Policy on Appointment and Remuneration of Directors and KMP and Remuneration Policy -

The Board has, on the recommendation of the Nomination and Remuneration Committee adopted the Remuneration Policy, which inter-alia includes policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management Personnel and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE:

The composition and terms of reference of the Nomination and Remuneration Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

KEY MANAGERIAL PERSONNEL:

In terms of the provisions of Section 203 of the Act, Mr. VardhamanChhanganlal Shah, Managing Director, Mr. Akshit BalwantraiLakhani, Executive Director and CFO and Mr. JaysukhChhganlal Shah are the Key Managerial Personnel of your Company.

AUDIT COMMITTEE:

The Audit Committee comprises of Mr. PareshMaganlalValaniwho serves as the Chairman of the Committee, Mr. Dipak kumarPratapraiPandya and Mr. AkshitBalwantraiLakhaniareother members. The terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report. All the recommendations made by the Audit Committee during the year were accepted by the Board.

VIGIL MECHANISM:

The Company has a vigil mechanism and Whistle Blower Policy' in terms of Section 177 of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement to deal with instance of fraud and mismanagement, if any, and to report concerns about unethical behavior, wrongful conduct and violation of the Company's code of conduct or ethics policy.

AUDITORS:

Statutory Auditors-

At the Annual General Meeting held on 29th September, 2014, M/s. V. S. Lalpuria& Co., Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the Financial year 2017. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. V. S. Lalpuria& Co., Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if their ratification is confirmed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Statutory Auditors' Observations -

The observation made in the Auditor's Report read with notes in Significant Accounting Policies are self-explanatory and therefore, do not call for any further comments under Section 134(3)(f) of the Act.

SECRETARIAL AUDITORS:

In terms of the provisions of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed M/s. Anish Gupta & Associates, Company Secretaries, Mumbai as Secretarial Auditor for conducting Secretarial Audit of your Company for the financial year 31.3.2015. The report of the Secretarial Auditor is annexed herewith as "Annexure B".

SECRETARIAL AUDITORS' OBSERVATIONS& COMMENTS FROM BOARD:

1. The Company has not appointed Company Secretary as KMP under section 203 of the Companies Act, 2013 and Compliance Officer as per Listing Agreement:-The Board shall ensure its compliances.

2. Internal Auditor was not appointed within 6 months as required under section 138 of the Companies Act, 2013:-The Board shall ensure its compliances.

3. The Nomination and Remuneration committee is not constituted as per the provisions of Section 178, of Companies Act, 2013 during the period under review:-The Board shall ensure its compliances.

4. The company has not published the quarterly unaudited/audited financial results in the news- papers as required under the Listing Guidelines: - Due to inadequate profits the company has not published the results in the News Paper; however the same has been immediately sent to the stock exchange for uploading on their website for making it available for public at large.

5. The Company has not updated the results, shareholding patterns, annual report and policies and other information as required under the Companies Act, 2013 and Listing Agreement on the website of the Company:-The Board shall ensure its compliances.

6. There are delays and non-submission of forms as required under the Companies Act, 2013 with the Registrar of Companies:-The Board shall ensure its compliances.

EXTRACT OF ANNUAL RETURN:

In terms of the provisions of Section 92 (3) of the Act read with the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return of your Company for the financial year ended 31st March, 2015 is given in "Annexure C"

OTHER DICLOSURES;

* There were no material changes and commitments affecting the financial position of your Company between end of the financial year and the date of this report.

* Your Company has not issued any shares with differential voting.

* There was no revision in the financial statements.

* Your Company has not issued any sweat equity shares.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT, 2013;

The Company is committed to provide a safe & conducive work environment to its employees. Though the Company is not required to adopt the policy, however it ensures the safety of its women employees at workplace.Duringthe year under review, no case of sexual harassment was reported.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublishedprice sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

APPRECIATIONS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous co-operation and assistance.

By Order of the Board of Directors For Indo Euro Indchem Limited

Sd/- Place: Mumbai Vardhaman C. Shah Chairman Date:14.08.2015 Din No. 00334194

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the TWENTY FOURTH ANNUAL REPORT of the Company together with the audited statement of accounts of the Company for the year ended on March 31,2014.

FINANCIAL HIGHLIGHTS:

For the year ended on For the year ended on 31.03.2014 31.03.2013

Total Income 15,776,581 47,213,696

Total Expenditure 17,435,927 44,566,743

Profit / (Loss) before Taxation (1,659,346) 26,46,953

Provision for Tax 932,977 652,961

Deferred Tax (901,212) (668,141)

Profit / (Loss) after Taxation 976,961 2,039,135

Balance Carried to BS 976,961 2,039,135

OPERATIONAL REVIEW:

The Sales for the period ended March 31, 2014 were at Rs. 15,639,112/- as against Rs. 46,424,875/-for the previous year ended March 31, 2013. The Profit / (Loss) after tax for March 31, 2014 is Rs. 976,961/- as against profit of Rs. 2,039,135/- for the previous year ended March 31,2013.

LISTING OF EQUITY SHARES OF COMPANY ON BOMBAY STOCK EXCHANGE:

The Board is pleased to inform that the Bombay Stock Exchange has revoked the suspension on the trading of shares of the Company, The Company has received the listing permission from the Bombay Stock Exchange for trading of its shares on its stock exchange and the trading in equity shares begins w.e.f 9th July, 2013 on the Bombay Stock Exchange.

DIVIDEND:

In view of the revival of the company''s operation, your Directors have decided not to recommend any dividend on account for the year under operation.

MANAGEMENT DISCUSSION AND ANALYSIS:

As required by clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report are appended.

DIRECTORS:

Mr. Akshit B. Lakhani and, retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Your Directors recommend his re-appointment.

The Company has two independent Directors, appointed under the Listing Agreement, namely Mr, Paresh M. Valani and Mr. Dipakkumar P. Pandya, who have diverse business/admimstrative experience and are making significant contribution to the Company. At present, they are liable to retire by rotation. It. is proposed to appoint them as Independent Directors, with a fixed tenure of upto five years each at the ensuing Annual General Meeting of the Company, subject to approval of the shareholders, in terms of Section 149 of Companies Act, 2013 (the Act). All abovementioned Independent Directors have also given declarations that they meet the criteria of independence as provided in sub-section 6 of Section 149 of the Act.

PERSONNEL:

There were no employees during the year or part of the year drawing remuneration, which falls within the preview of the provisions of Section 217 (2A) of the Companies Act 1956.

AUDITORS:

The Auditors M/s V.S. Lalpuria& Co., Chartered Accountants, Mumbai hold the office until the conclusion of ensuing Annual General Meeting. Your company has received certificate from the Auditors u/s. 139(2) of the Companies Act, 2013 to the effect that their reappointment if made, shall be in accordance with prescribed conditions and the said Auditors satisfy the criteria provided in Section 141 of the Companies Act, 2013.

AUDITORS'' REPORT:

The observation made in the Auditors'' Report read together with relevant notes thereon are selfexplanatory and hence do not call, any further comments under Section 217 of the Companies Act 1956.

Remarks by Auditor

1. (I.a) - The Company is in process of completion of the records.

2. III - The Register u/s 301 is not complete and upto date as on the date of the report.

3. VII- The Company is strengthening its internal audit system and internal checks system to commensurate with the size of the Company.

FIXED DEPOSITS:

The Company has not invited / accepted / renewed any fixed deposits as per the provisions of Section 5 8 A of the Companies Act 1956 from the public during the year under review.

CORPORATE GOVERNANCE:

A separate report on the Corporate Governance and Management Discussion & Analysis is attached as a part of the Annual Report. The Auditors'' Certificate regarding compliance of the conditions of Corporate Governance is also annexed.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Section 217 (2AA) of the Companies Act 1956, the directors would like to state that:

i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) The Directors have 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 profit of the Company for the year under review.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the Annual Accounts on a going concern basis.

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

Information relating to Conservation of Energy, Technology absorption and Foreign Exchange Earning and Outgo as stipulated under 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 set out in the separate statement, attached to this report & forms part of it,

ACKNOWLEDGEMENTS:

Your Company & its Directors wish to extend their sincerest thanks to the Bankers, State Government. Customers, Suppliers and Staff for their continuous co-operation & guidance.

By the Order of the Board of Directors For INDO EURO INDCHEM LIMITED

Sd/-

Date: May 30, 2014 Mr. Vardhaman C. Shah Place: Mumbai Chairman (DIN No. 00334194)

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Mar 31, 2013

The Directors have pleasure in presenting their TWENTY THIRD ANNUAL REPORT together with the Audited Accounts of the Company for the year ended on 31st day of March 2013.

FINANCIAL HIGHLIGHTES:

For the year ended on For the year ended on 31.03.2013 31.03.2012

Total Income 50,357,276.00 5,23,54,607.00

Total Expenditure 46,928,821.00 4,50,96,545.00

Profit / (Loss) before Taxation 2,023,955.00 11,29,680.00

Provision for Tax 652,961.00 2,15,261.00

Deferred Tax (668,140.00) 2,49,344.00

Profit / (Loss) after Taxation 2,039,134.00 6,65,075.00

Balance Carried to BS 2,039,134.00 6,65,075.00

OPERATIONAL REVIEW:

The Sales for the period ended 31.03.2013 were at Rs. 4,64,24,875/- as against Rs. 4,86,84,061/- for the previous year ended 31.03.2012. The Profit / (Loss) after tax is 2,039,134 against profit of Rs. 6,65,075/- for the previous year ended 31.03.2012.

LISTING OF EQUITY SHARES OF COMPANY ON BOMBAY STOCK EXCHANGE:

The Board is pleased to inform that the Bombay Stock Exchange has revoked the suspension on the trading of shares of the Company. The Company has received the listing permission from the Bombay Stock Exchange for trading of its shares on its stock exchange and the trading in equity shares begins - w.e.f.9dl July, 2013 on the Bombay Stock Exchange.

DIVIDEND:

In view of the revival of the company''s operation, your Directors have decided not to recommend any dividend on account for the year under operation.

MANAGEMENT DISCUSSION AND ANALYSIS:

As required by clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report are appended.

DIRECTORS:

Mr. Vardhaman Shah and Mr. Dipak Kumar Pandya, retire by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. Your Directors recommend their re- appointment.

Mr. Vardhman C Shah was appointed as Managing Director in the Annual General Meeting held on 30 September, 2008 for a period of five years w.e.f. 1st September, 2008. His term has expired on 31st August, 2013. The Board recommends his appointment as the Managing Director of the Company for further period of 5 years with effect from 01.09.2013. ''

PERSONNEL:

There were no employees during the year or part of the year drawing remuneration, which falls within the preview of the provisions of Section 217 (2A) of the Companies Act 1956.

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

Information relating to Conservation of Energy, Technology absorption and Foreign Exchange Earning and Outgo as stipulated under 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 set out in the separate statement, attached to this report & forms part of it.

AUDITORS:

M/s V.S. Lalpuria & Co., Chartered Accountants, retires as Auditors of the Company at the conclusion of the ensuing Annual General Meeting. The Company has received letters from them to effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956.

AUDITORS'' REPORT:

The observation made in the Auditors'' Report read together with relevant notes thereon are self explanatory and hence do not call, any further comments under Section 217 of the Companies Act 1956.

Remarks by Auditor

1. (La) - The Company is in process of completion of the records.

2. Ill - The Register u/s 301 is complete and upto date as on the date of the report.

3. VII - The Company is strengthening its internal audit system and internal checks system to commensurate with the size of the Company

FIXED DEPOSITS:

The Company has not invited / accepted / renewed any fixed deposits as per the provisions of Section 58 A of the Companies Act 1956 from the public during the year under review.

CORPORATE GOVERNANCE:

A separate report on the Corporate Governance and Management Discussion & Analysis is attached as a part of the Annual Report. The Auditors'' Certificate regarding compliance of the conditions of Corporate Governance is also annexed.

DIRECTORS'' RESPONSIBILITY STATEMENT;

In terms of Section 217 (2AA) of the Companies Act 1956, the directors would like to state that:

i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) The Directors have 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 profit of the Company for the year under review.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENTS:

Your Company & its Directors wish to extend their sincerest thanks to the Bankers, State Government, Customers, Suppliers and Staff for their continuous co-operation & guidance.

For And On Behalf Of Board Of Directors

Date: 1st September, 2013 Sd/-

Place: Mumbai Chairman

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Mar 31, 2011

The Directors have pleasure in presenting their TWENTY FIRST ANNUAL REPORT together with the Audited Accounts of the Company for the year ended on 31st day of March 2011.

FINANCIAL HIGHLIGHTES:

(Rs. in Lac) For the year ended on For the year ended on

31.03.2011 31.03.2010

Turnover 2,60,23,330.00 2,47,88,560.37

Other Income 68,09,294.00 57,69,770.00

Increase / Decrease in Stock - -

Total Income 3,61,31,391.00 3,38,57,097.37

Total Expenditure 3,55,08,225.73 3,37,87,728.69

Profit / (Loss) before Taxation 6,23,165.27 69,368.68

Provision for Tax (3,93,169.00) (5,12,109.00)

Profit / (Loss) after Taxation (1,073.73) 5,81,477.68

Balance b/f from Previous Year 19,40,124.00 13,58,646.66

Deferred Tax (5,08,704.00) (5,22,829.00)

Earlier Year Adjustments - -

Balance Carried to Balance Sheet 19,39,050.61 19,40,124.34

OPERATIONAL REVIEW:

The Sales for the period ended 31.03.2011 were at Rs.2,60,23,330.00 as against Rs.2,47,88,560.37 for the previous year ended 31.03.2010. The Profit / (Loss) After Tax is Rs.(1,073.00) against Rs.(5,81,477.68) for the previous year ended 31.03.2010.

DIVIDEND:

In view of the revival of the company's operation, your Directors have decided not to recommend any dividend on account for the year under operation.

MANAGEMENT DISCUSSION AND ANALYSIS:

As required by clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report are appended.

DIRECTORS:

Mr. Vardhman Shah retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Your Directors recommends his re-appointment.

Mr. Deepak Kumar Pandya and Mr. Akshit Balwantrai Lakhani were appointed as additional directors of the Company on 1.3.2011 by the Board of Directors of the Company, at their meeting, as per the provisions of Section 260 of Companies Act 1956. They hold office of the Company up to the conclusion of the ensuing Annual General Meeting. As required by Section 257 of the Companies Act 1956, a notice has been received from a member signifying his intention to propose their candidature as Directors of the Company. The Board recommends their appointment as Directors.

CHANGE OF NAME:

The Company has changed it name from Rinku Polychem Limited to Indo Euro Indchem Limited in the Extra Ordinary General Meeting held on 5th May, 2011 as the company is planning to expand its business operations in India as well as aboard and also to diversify its business activities.

PERSONNEL:

There were no employees during the year or part of the year drawing remuneration, which falls within the preview of the provisions of Section 217 (2A) of the Companies Act 1956.

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

Information relating to Conservation of Energy, Technology absorption and Foreign Exchange Earning and Outgo as stipulated under 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 set out in the separate statement, attached to this report & forms part of it.

AUDITORS' REPORT:

The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence do not call, any further comments under Section 217 of the Companies Act 1956.

AUDITORS:

M/s V.S. Lalpuria & Co., Chartered Accountants, retires as Auditors of the Company at the conclusion of the ensuing Annual General Meeting. The Company has received letters from them to effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956.

FIXED DEPOSITS:

The Company has not invited / accepted / renewed any fixed deposits as per the provisions of Section 58 A of the Companies Act 1956 from the public during the year under review.

CORPORATE GOVERNANCE:

A separate report on the Corporate Governance and Management Discussion & Analysis is attached as a part of the Annual Report. The Auditors' Certificate regarding compliance of the conditions of Corporate Governance is also annexed.

DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 217 (2AA) of the Companies Act 1956, the directors would like to state that:

i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) The Directors have 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 profit of the Company for the year under review.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENTS:

Your Company & its Directors wish to extend their sincerest thanks to the Bankers, State Government, Customers, Suppliers and Staff for their continuous co-operation & guidance.

For And On Behalf Of Board Of Directors

Date : 31/08/2011 Sd/-

Place: Mumbai Chairman

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Mar 31, 2010

The Directors have pleasure in presenting their TWNETIETH ANNUAL REPORT together with the Audited Accounts of the Company for the year ended on 31st day of March 2010.

FINANCIAL HI6HLIGHTES:

(Rs. in Lac)

For the year ended on For the year ended

31.03.2010 on 31.03.2009

Turnover 2,47,88,560.37 98,38,779.50

Other Income 57,69,770.00 34,84,723.00

Increase / Decrease in Stock

Total Income 3,38,57,097.37 1,88,57,160.50

Total Expenditure 3,37,87,728.69 1,77,93,672.15

Profit / (Loss) before Taxation 69,368.68 10,63,488.35

Provision for Tax (5,12,109.00) (9,24,863.00)

Profit / (Loss) after Taxation 5,81,477.68 (93,818.65)

Balance b/f from Previous Year 13,58,646.66 14,52,465.31

Deferred Tax (5,22,829.00) (10,41,085.00)

Earlier Year Adjustments

Balance Carried to Balance Sheet 19,40,124.34 13,58,646.66

OPERATIONAL REVIEW:

The Sales for the period ended 31.03.2010 were at Rs.2,47,88,560.37 as against Rs. 98,38,779.50 for the previous year ended 31.03.2009. The Profit / (Loss) After Tax is Rs. 5,81,477.68 against Rs. (93,818.65) for the previous year ended 31.03.2009.

DIVIDEND:

In view of the revival of the companys operation, your Directors have decided not to recommend any dividend on account for the year under operation.

MANAGEMENT DISCUSSION AND ANALYSIS:

As required by clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report are appended.

DIRECTORS:

Mr. Jaysukh C. Shah retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Your Directors recommends his re-appointment.

PERSONNEL:

There were no employees during the year or part of the year drawing remuneration, which falls within the preview of the provisions of Section 217 (2A) of the Companies Act 1956.

CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY A FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information relating to Conservation of Energy, Technology absorption and Foreign Exchange Earning and Outgo as stipulated under 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 set out in the separate statement, attached to this report & forms part of it.

AUDITORS" REPORT:

The observation made in the Auditors Report read together with relevant notes thereon are. self explanatory and hence do not call, any further comments under Section 217 of the Companies Act 1956.

AUDITORS:

M/s M.S. Lalpuria V.S & Co., Chartered Accountants, retires as Auditors of the Company at the conclusion of the ensuing Annual General Meeting. The Company has received letters from them to effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956.

FIXED DEPOSITS:

The Company has not invited / accepted / renewed any fixed deposits as per the provisions of Section 58 A of the Companies Act 1956 from the public during the year under review.

CORPORATE GOVERNANCE:

A separate report on the Corporate Governance and Management Discussion & Analysis is attached as a part of the Annual Report. The Auditors Certificate regarding compliance of the conditions of Corporate Governance is also annexed.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 217 (2AA) of the Companies Act 1956, the directors would like to state that:

i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) The Directors have 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 profit of the Company for the year under review.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assess of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENTS:

Your Company & its Directors wish to extend their sincerest thanks to the Bankers, State Government, Customers, Suppliers and Staff for their continuous co-operation & guidance.

FOR AND ON BEHALF OF BOARD OF DIRECTORS

Date : 07/09/2010 Sd/-

PLACE: Osmanabad CHAIRMAN & MANAGING DIRECTOR

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Mar 31, 2009

The Directors have pleasure in presenting their NINTEENTH ANNUAL REPORT together with the Audited Accounts of the Company for the year ended on 31st day of March 2009.

FINANCIAL HIGHLIGHTES:

(Rs. in Lac)

For the year ended on For the year ended 31.03.2009 on 31.03.2008

Turnover 98,38,779.50 3,00,89,595.00

Other Income 34,84,723.00 6,24,924.00

Increase / Decrease in Stock

Total Income 1,88,57,160.50 3,67,88,710.00

Total Expenditure 1,77,93,672.15 3,66,48,392.50

Profit / (Loss) before Taxation 10,63,488.35 1,40,317.50

Provision for Tax (9,24,863.00) (9,28,236.00)

Profit / (Loss) after Taxation (93,818.65) 10,68,553.50

Balance b/f from Previous Year 14,52,465.31 3,83,911.81

Deferred Tax (10,41,085.00) (9,46,236.00)

Earlier Year Adjustments - -

Balance Carried to Balance Sheet 13,58,646.66 14,52,465.31

OPERATIONAL REVIEW: .

The Sales for the period ended 31.03.2009 were at Rs. 98,38,779.50 as against Rs. 3,00,89,595.00 for the previous year ended 31.03.2008. The Profit / (Loss) After Tax is Rs. (93,818.65.) against Rs. 10,68,553.50 for the previous year ended 31.03.2008.

DIVIDEND:

In view of the revival of the company''s operation, your Directors have decided not to recommend any dividend on account for the year under operation.

MANAGEMENT DISCUSSION AND ANALYSIS:

As required by clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report are appended.

DIRECTORS:

Mr. Bhadhresh C. Shah retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Your Directors recommends his re-appointment.

PERSONNEL:

There were no employees during the year or part of the year drawing remuneration, which falls within the preview of die provisions of Section 217 (2A) of the Companies Act 1956.

AUDITORS'' REPORT:

The observation made in the Auditors'' Report read together with relevant notes thereon are self explanatory and hence do not call, any further comments under Section 217 of the Companies Act 1956. AUDITORS: .

M/s V.S. Lalpuria & Co., Chartered Accountants, retires as Auditors of the Company at the conclusion of the ensuing Annual General Meeting. The Company has received letters from them to effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956.

FIXED DEPOSITS:

The Company has not invited / accepted / renewed any fixed deposits as per the provisions of Section 58 A of the Companies Act 1956 from the public during the year under review.

CORPORATE GOVERNANCE: -

A separate report on the Corporate Governance and Management Discussion & Analysis is attached as a part of the Annual Report. The Auditors'' Certificate regarding compliance of the conditions of Corporate Governance is also annexed.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Section 217 (2AA) of the Companies Act 1956, the directors would like to state that:

i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) The Directors have 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 profit of the Company for the year under review.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv)The Directors have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENTS:

Your Company & its Directors wish to extend their sincerest thanks to the Bankers, State Government, Customers, Suppliers and Staff for their continuous co-operation & guidance.

FOR AND ON BEHALF OF BOARD OF DIRECTORS

Date: 06/09/2009 Sd/-

PLACE. Osmanabad CHAIRMAN & MANAGING DIRECTOR