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Directors Report of Meghmani Organics Ltd.

Mar 31, 2016

The Directors have pleasure in presenting Twenty Second Annual Report and Audited Statement of Accounts of the Company for the Financial Year ended on 31st March, 2016.

FINANCIAL RESULTS (Rs, in Crore)

PARTICULARS YEAR ENDED ON YEAR ENDED ON 31st MARCH, 2016 31stMARCH, 2015

Net Revenue from Operations 980.73 948.18

Other Income 3.09 18.59

Total Revenue 983.82 966.77

Profit before Finance Cost and Depreciation 140.66 118.43

Finance Cost 40.84 47.66

Depreciation 36.19 35.02

Profit Before Extra Ordinary Item & Tax 63.63 35.75

Extra Ordinary Item/Exceptional item 8.11 3.51

Profit Before Tax 55.52 32.24

Payment and Provision of Current Tax 12.90 1.80

Deferred Tax Expenses/(Income) 2.13 3.33

(Excess) / Short provision of tax for earlier year 0.39 0.90

Profit After Tax 40.10 26.22

Profit Available for Appropriation 40.10 26.22

Transfer to Debenture Redemption Reserve 1.33 4.17 Transfer to General Reserve 2.75 2.75

Interim Dividend 7.63 10.17

Interim Dividend Tax 1.55 0.00

Balance Carried forward 26.84 9.13

DIVIDEND:-

During the year, the Board of Directors had declared and paid an Interim Dividend @ 0.30 paise per share on 25,43,14,211 (including 3,74,33,450 Equity Shares represented by Singapore Depository Shares (SDSs)) Equity Shares of Rs, 1/- each fully paid up for the Financial Year 2015-2016. The Interim Dividend entailed an out flow of Rs, 7.63 Crores (excluding Dividend Distribution Tax). The Interim Dividend was tax free in the hands of shareholders.

Your Directors have considered it financially prudent in the long-term interests of the Company to reinvest the profits into the business of the Company to build a strong reserve base and grow the business of the Company. No final dividend has therefore been recommended for the year ended March 31, 2016.The interim Dividend paid is to be considered as final dividend.

In terms of Section 125 of the Companies Act, 2013, unclaimed dividend relating to the Financial Year 2008-09 is due for transfer on 10.08.2016 to the Investor Education and Protection Fund (IEPF) established by the Central Government.

SHARE CAPITAL:-

The Paid up Equity Share Capital as on March 31, 2016 is Rs, 25.43 Crores. During the year under review, the Company has not issued shares with differential voting rights nor granted Employee Stock Options or Sweat Equity Shares.

OPERATING RESULTS:-

The Sales of the Company has increased by Rs, 40.03 Crores (4.34 %) i.e. from Rs, 921.88 Crores in FY 2015 to Rs, 961.91 Crores in FY 2016.

1) DOMESTIC SALES:-

The Domestic Sales increased by Rs, 44.72 Crores (21.18%) i.e. from Rs, 211.10 Crores in FY 2015 to Rs, 255.82 Crores in FY 2016.

The Domestic Sales of Pigment Division increased by Rs, 39.13 Crores (51.56%) i.e. from Rs, 75.91 Crores in FY 2015 to Rs, 115.04 Crores in FY 2016.

The Domestic Sales of Agro Division increased by Rs, 11.20 Crores (8.72%) i.e. from Rs, 128.37 Crores in FY 2015 to Rs, 139.57 Crores in FY 2016.

2) EXPORT SALES :-

The Export Sales decresed by Rs, 4.69 Crores (0.66%) i.e. from Rs, 710.78 Crores in FY 2015 to Rs, 706.09 Crores in FY 2016.

The Export Sales of Pigment Division increased by Rs, 3.10 Crores (0.89%) i.e. from Rs, 348.52 Crores in FY 2015 to Rs, 351.62 Crores in FY 2016.

The Export Sales of Agro Division decreased by Rs, 1.52 Crores (0.49%) i.e. from Rs, 309.60 Crores in FY 2015 to Rs, 308.08 Crores in FY 2016.

3) OTHER INCOME :-

Other income decreased by Rs, 15.50 Crores mainly due to decrease in dividend income of Rs, 14.56 Crores received during last year from it Subsidiary Company.

4) PROFITABILITY :-

Profit before Tax increased by Rs, 23.28 Crores (i. e. by 72.19%) while Profit after Tax increased by Rs, 13.88 Crores (i.e. by 52.96%). The main reasons for increase in Profitability are:- 1. Sales increased by Rs, 40.03 Crores.

2. Finance Cost reduced by Rs, 6.82 Crores.

3. Raw Material Cost of certain materials reduced.

4. Increase in quantity sales of pignment division.

INSURANCE:-

The Company''s plant, property, equipments and stocks are adequately insured under the Industrial All Risk Policy. The Company has insurance coverage for Product Liability, Public Liability, Marine Coverage and Commercial General Liability (CGL). The Company has Directors'' and Officers'' Liability (D & O) Policy to provide coverage against the liabilities arising on them.

FINANCE:- 1) REDEMPTION OF DEBENTURE

During the year, Non Convertible Debentures (NCD) Series II (INE974H07028) of Rs, 50 Crores were redeemed on 12.10.2015. With this repayment, the Company has repaid Non Convertible Debentures (NCD) Series I and Series II aggregating Rs, 100 Crores.

2 ) RENEWAL OF WORKING CAPITAL FACILITY:-

The consortium bank has renewed Fund based and Non Fund based Working Capital Credit facilities up to Rs, 475 Crores. To avail the enhancement, execution of Security documents are in process.

The Company has replaced term loan of Rs, 61.75 Crores of Yes Bank Limited and Rs, 45 Crores of ICICI Bank Limited with low interest rate Rupee Term Loan of Rs, 106.75 Crores from State Bank of India.

3) CREDIT RATING:-

CRISIL vide its letter no. MEGORGN/147219/BLR/011600259 dated 12th January, 2016 has assigned the Company, Long-term bank facilities rating as ''CRISIL A/Stable, while Short-term bank facilities has been assigned rating as ''CRISIL A1''.

REGISTRATIONS :-

To date, we have 183 export registrations including Co-partner registrations worldwide. The Company has 309 registrations of Central Insecticides Board (CIB), Faridabad, 27 registered Trade Marks and 400 Export registrations are in pipe line.

RESEARCH & DEVELOPMENT:-

Research and Development (R & D) Center of our Chharodi plant is approved and registered under Council of Scientific & Industrial Research (CSIR), New Delhi. R & D Center carries out development of off-patent molecules, improvements in process parameters, time cycle optimization and scale up of new technology from laboratory to production level. During the year the Company has spent Rs, 1.39 Crores as Research & Development Expenses.

CORPORATE SOCIAL RESPONSIBILITY

As part of "Corporate Social Responsibility (CSR), the projects identified are:-

Sr. No. Particulars Location

1 Education Project Sola

2 Kanya Kelwani Project Dahej

3 Annachetra Bharuch

4 Medical Aid Project Vatva & Ankleshwar

These projects are largely in accordance with Schedule VII of the Companies Act, 2013. The Company has spent Rs, 0.85 Crores towards Corporate Social Responsibility.

CONSOLIDATED FINANCIAL STATEMENT:-

The Consolidated Financial Statements of the Company for the Financial Year 2015-16 are prepared in compliance with the applicable provisions of the Act, Accounting Standards and Regulations as prescribed by Securities and Exchange Board of India (SEBI) under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Consolidated Financial Statements have been prepared on the basis of the audited financial statements of the Company and its Subsidiary Companies, as approved by their respective Board of Directors.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Financial Statements of the Company, the Consolidated Financial Statements along with all relevant documents and the Auditor''s Report thereon form part of this Annual Report. The Financial Statements as stated above are also available on the website www.meghmani.com of the Company.

INDIAN ACCOUNTING STANDARDS (IND AS) - IFRS CONVERGED STANDARDS:-

The Ministry of Corporate Affairs vide its notification dated February 16, 2015 has notified the Companies (Indian Accounting Standard) Rules, 2015. In pursuance of this notification, the Company and its Subsidiaries will adopt IND AS with effect from April 01, 2016, with the comparatives for the periods ending March 31, 2016.

The implementation of IND AS is a major change process for which the Company has established a project team and is dedicating considerable resources. The impact of the change on adoption of IND AS is being assessed.

SUBSIDIARY COMPANIES:-

The Company has following five Subsidiaries.

Sr. No. Name of the Subsidiary Business

1 Meghmani Finechem Limited (MFL) Caustic Manufacturing

2 Meghmani Europe BVBA (Europe) Distribution Business

3 Meghmani Organics USA INC. (USA) Distribution Business

4 P T Meghmani Organics Indonesia (Indonesia) Distribution Business

5 Meghmani Overseas FZE - Sharjah - Dubai Distribution Business

Pursuant to Section 129(3) of the Companies Act, 2013 a statement in Form ''''AOC 1" containing the salient features of the Financial Statements of each of the Subsidiaries is attached.

FIXED DEPOSITS:-

The Company has not accepted any fixed deposits during the year under report.

ANNUAL LISTING FEE:-

The Company has paid the annual listing fees for the financial year 2016-2017 to National Stock Exchange of India Limited and BSE Limited.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-

As per Clause 34(2) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report, is appended to this report.

CORPORATE GOVERNANCE:-

A separate section on Corporate Governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance forms an integral part of this Report, as per SEBI Regulations. This report also forms part of Singapore Stock Exchange listing requirements.

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

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure- A and is attached to this report.

DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP):- APPOINTMENT OF DIRECTORS:

At the last Annual General Meeting held on July 27, 2015, the Members:- (1) Re-appointed Mr. Jayaraman Vishwanathan and Mr. Kantibhai Patel as Non Executive - Independent Directors for a period of five years;

(2) The appointment of Ms. Urvashi Shah as Non Executive Independent Woman Director on the board of the Company for a period of five years.

Mr. Jayantibhai Patel, Executive Chairman and Mr. Ashish Soparkar, Managing Director of the Company, who retires by rotation and being eligible offer themselves for reappointment. The details of Directors seeking appointment/re-appointment at the ensuing Annual General Meeting has been provided in the Notice of the Annual General Meeting, forming part of the Annual Report.

INDEPENDENT DIRECTORS:

The Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation. In accordance with Section 149(7) of the Act, each independent director has given a written declaration to the Company confirming that he/she meets the criteria of independence as mentioned under Section 149(6) of the Act and SEBI Regulations.

BOARD EVALUATION:-

Pursuant to the provisions of the Companies Act, 2013, SEBI Regulations, and Singapore Listing requirements, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

KEY MANAGERIAL PERSONNEL

The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) of the Companies Act, 2013 read with the Rules framed there under.

1. Mr. Ashish Soparkar - CEO & Managing Director

2. Mr. Kamlesh Mehta - Company Secretary & Vice President (Company Affairs)

3. Mr. Dinesh Shah - Chief Financial Officer

Mr. Dinesh Shah, Chief Financial Officer since resigned and relieved on 15th June, 2016

REMUNERATION POLICY:-

The Board on the recommendation of Remuneration Committee has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:-

To the best of their knowledge and belief and according to the information and explanations obtained by them, your directors make the following statement in terms of Section 134 of the Companies Act, 2013;- a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) The directors 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 as at 31st March, 2016 and of the profit of the Company for the period ended on 31st March, 2016.

c) The directors had 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.

d) The directors had prepared the annual accounts on a going concern basis.

e) The directors had laid down internal financial controls and that such internal financial controls are adequate and have been operating effectively.

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems have been found adequate and operating effectively.

EXTRACT OF ANNUAL RETURN:-

As required by Section 92(3) of the Companies Act, 2013 and the Rules framed there under, the extract of the Annual Return in Form MGT 9 is annexed herewith as "Annexure B".

VIGIL MECHANISM / WHISTLE BLOWER POLICY:-

The Company has a WHISTLE BLOWER POLICY to deal with instance of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct, if any. The details of the WHISTLE BLOWER POLICY are posted on the website of the Company.

AUDITORS:- (A) STATUTORY AUDITORS:-

As per Section 139 (1) of the Companies Act, 2013 (Act), the terms of appointment of M/s. Khandwala & Khandwala, Chartered Accountants, expires at the conclusion of the forthcoming Annual General Meeting and being eligible have offered themselves for re-appointment.

Section 139 (2) of the Act provides that every company, existing on or before the commencement of this Act which is required to comply with provisions of this sub-section, shall comply with the requirements of this sub-section within three years from the date of commencement of this Act. Accordingly, M/s. Khandwala and Khandwala is eligible for re-appointment for the Financial Year 2016-2017.

The Company has received letter from them to the effect that their reappointment, if made, would be within prescribed limit under Section 141 of the Companies Act, 2013 read with Rule 4(1) of the Companies (Audit & Auditors) Rules, 2014 and that they are not disqualified for reappointment.

To meet with the Singapore Listing Rules requirement, the Company is required to appoint Joint Auditor. The Company had appointed KPMG as Joint Auditor for FY 2015-16 to comply with IFRS requirements. KPMG has offered themselves for re-appointment for the Financial Year 2016-17. They will be appointed as Joint Auditor at the next Annual General Meeting.

(B) SECRETARIAL AUDITOR:-

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Shah & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for FY 2015-2016. The Secretarial Audit Report is appended to this report.

(C) COST-AUDITOR:-

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the Cost Audit records maintained by the Company in respect of certain Pigment and Agrochemicals products are required to be audited by a qualified Cost Accountant.

Your Directors have on the recommendation of the Audit Committee, appointed M/s. Kiran J Mehta & Co. Cost Accountants (Firm Registration number 00025) to audit the cost accounts of the Company for the Financial Year 2016-2017. As required under the Act, the remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their ratification.

A Resolution seeking appointment and remuneration payable to M/s. Kiran J Mehta & Co., Cost Accountants, is included in the Notice convening the Annual General Meeting.

AUDITORS REPORT

There is no qualification, reservation or adverse remarks or disclaimer made by the Auditors in their report on the financial statement of the Company for the financial year ended on 31st March, 2016.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:-

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS (RPT):-

All transactions with Related Parties are placed before the Audit Committee for approval. The Company has obtained prior omnibus approval of the Audit Committee for the transactions which are of foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving the details of all related party transactions is placed before the Audit Committee for their approval on a quarterly basis. The Company has also taken members'' approval at its Annual General Meeting held on 28th July, 2014 for entering into the transactions with Related Parties for the period of Three (3) years i.e. from 01/04/2014 to 31/03/2017.

All transactions entered into with related parties during the financial year were on an Arm''s Length pricing basis and were in the ordinary course of business. There were no materially related party transactions i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statements entered into during the year. Hence, no transactions are required to be reported in Form AOC2.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website.

MEETINGS:- BOARD MEETINGS

During the year, five Board Meetings were convened and held, the details of which are given in the Corporate Governance Report.

AUDIT COMMITTEE MEETINGS

During the year, four Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report.

PARTICULARS OF EMPLOYEES:-

The applicable information required pursuant to Section 197 of the Companies Act, 2013 read with Rule (5) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules 2014 in respect of the employees are as under.

i. ratio of remuneration of each director to the median employee''s is 37 times.

ii. percentage increase in remuneration of each director, CFO, CEO, CS or Manager, if any

Sr. No. Name Designation % increase

1 Mr. Jayanti Patel Executive Chairman 0%

2 Mr. Ashish Soparkar Managing Director & CEO 0%

3 Mr. Natwarlal Patel Managing Director 0%

4 Mr. Ramesh Patel Executive Director 0%

5 Mr. Anand Patel Executive Director 0%

6 Mr. Dinesh Shah Chief Financial Officer 7%

7 Mr. Kamlesh Mehta Company Secretary 7%

iii. The percentage increase in the median remuneration of employees is 11%.

iv. The number of permanent employees on the rolls of Company is 1428.

v. The Sales turnover of the Company has increased by 4.34% while the Net Profit by 52.94%. There is no direct relationship between average increase in remuneration of employee and company performance.

vi. The Sales turnover of the Company has increased by 4.34% while the Net Profit by 52.94%. There is no direct relationship between average increase in remuneration of KMP and company performance.

vii. The Price earnings ratio as at 31.03.2016 is 14.43 and 31.03.2015 was 14.42.

The Market Capitalization as on 31.03.2016 was Rs, 579.84 Crores (Share Price Rs, 22.80 per Equity Share) while on 31.03.2015 it was Rs, 377.66 Crores (Share Price Rs, 14.85 per Equity Share).

The Company had made its IPO in 2007 at Rs, 19 /- per Equity Share of Rs, 1/- each. The Share price as on 31 March, 2016 was Rs, 22.80/- per Equity Share of Rs, 1/- each. The percentage increase in the market quotation was 20%

viii. There is no employee receiving remuneration in excess of the highest paid Director.

ix. All the components of the remuneration are fixed and no components are variable.

x. The remuneration paid to Working Directors is as per Schedule V of the Companies Act, 2013 and as per remuneration policy of the Company.

xi. Particulars of Employees:- Employed throughout the financial year receiving remuneration in aggregate, not less than Rs, 60 lakhs

Sr. No. Name Salary Per Perquisites Per Total Rs, Annum in Rs, Annum in Rs,

1 Mr. Jayanti Patel 60,00,000 7,31,439 67,31,439

2 Mr. Ashish Soparkar 60,00,000 7,27,592 67,27,592

3 Mr. Natwarlal Patel 60,00,000 7,27,592 67,27,592

4 Mr. Ramesh Patel 60,00,000 7,31,439 67,31,439

5 Mr. Anand Patel 60,00,000 7,27,626 67,27,626

TOTAL 3,00,00,000 36,45,688 3,36,45,688

No Employee was employed for a part of the financial year at an aggregate salary of not less than Rs, 5 lakhs per month.

xii. No one was employed throughout the financial year or part thereof receiving remuneration in excess of the amount drawn by Managing Director. ENVIRONMENT:-

As a responsible corporate citizen and as a chemicals manufacturer environmental safety has been one of the key concerns of the Company. It is the constant Endeavour of the Company to strive for compliant of stipulated pollution control norms. The Company has upgraded environment system and has invested Rs, 57.53 Crores till 31st March, 2016.

INDUSTRIAL RELATIONS:-

The relationship with the workmen and staff remained co-ordial and harmonious during the year and management received full cooperation from employees.

ACKNOWLEDGMENT:-

Your Directors thank various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year.

The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board



Jayanti Patel

Place: Ahmedabad Executive Chairman

Date: 28th May, 2016 DIN - 00027224


Mar 31, 2015

The Members,

Meghmani Organics Limited

The Directors have pleasure in presenting Twenty First Annual Report and Audited Statement of Accounts of the Company for the Financial Year ended on 31st March, 2015.

FINANCIAL RESULTS Rs in Crore

PARTICULARS YEAR ENDED ON YEAR ENDED ON 31st MARCH, 2015 31st MARCH, 2014

Net Revenue from operations 948.18 893.28

Other Income 18.59 4.18

Total Revenue 966.77 897.46

Profit Before Finance Cost and Depreciation 118.44 81.41

Finance Cost 47.66 35.01

Depreciation 35.03 31.34

Profit Before Extra Ordinary Item & Tax 35.75 15.06

Extra Ordinary Item/Exceptional item 3.51 0.50

Profit Before Tax 32.24 14.56

Payment & Provision of Current Tax 1.80 1.15

Deferred Tax Expenses/(Income) 3.33 1.84

Excess/Short Provision of Tax for earlier year 0.90 0.00

Profit After Tax 26.22 11.57

Profit Available for Appropriation 26.22 11.57

Transfer to Debenture Redemption Reserve 4.17 5.62

Transfer to General Reserve 2.75 0.30

Interim Dividend 10.17 2.54

Dividend Tax 0.00 0.43

Balance Carried forward 9.13 2.68

DIVIDEND:-

During the year, the Board of Directors had declared and paid an Interim Dividend @ 0.40 paise per Equity share on 254,314,211 Equity Shares of Rs. 1/- each fully paid up for the Financial year 2014-2015. The Interim Dividend entailed an out flow of Rs. 10.17 Crore (excluding Dividend Distribution Tax). The Interim Dividend was tax free in the hands of shareholders.

Your Directors have considered it financially prudent in the long-term interests of the Company to reinvest the profits into the business of the Company to build a strong reserve base and grow the business of the Company. No final dividend has therefore been recommended for the year ended March 31,2015.The interim Dividend be considered as final dividend.

In terms of Section 125 of the Companies Act, 2013, unclaimed dividend relating to the Financial Year 2007-08 is due for transfer on 29.08.2015 to the Investor Education and Protection Fund (IEPF) established by the Central Government.

SHARE CAPITAL:-

The paid up Equity Share Capital as on March 31,2015 was Rs. 25.43 Crore. During the year under review, the Company has not issued shares with differential voting rights nor granted Employee Stock Options or Sweat Equity Shares.

OPERATING RESULTS:-

Pursuant to Clause 32 of Equity Listing Agreement, the Directors have pleasure in attaching the Consolidated Financial Statements prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India.

The Sales Turnover of the Company has increased by Rs. 49.86 Crore (5.72 %) i.e. from Rs. 872.02 Crore in FY 2014 to Rs. 921.88 Crore in FY 2015.

1) DOMESTIC SALES:-

The Domestic Sales increased by Rs. 28.55 Crore (15.64%) i.e. from Rs. 182.55 Crore in FY 2014 to Rs. 211.10 Crore in FY 2015.

The Domestic Sales of Pigment Division increased by Rs. 3.77 Crore (5.23%) i.e. from to Rs. 72.14 Crore in FY 2014 to Rs. 75.91 Crore in FY 2015.

The Domestic sales of Agro Division increased by Rs. 26.47 Crore (25.98 %) i.e. from Rs. 101.90 Crore in FY 2014 to Rs. 128.37 Crore in FY 2015.

2) EXPORT SALES :-

The Export Sales increased by Rs. 21.31 Crore (3.09%) i.e. from to Rs. 689.46 Crore in FY 2014 to Rs. 710.78 Crore in FY 2015.

The Export Sales of Pigment Division increased by Rs. 25.81 Crore (8 %) i.e. from Rs. 322.71 Crore in FY 2014 to Rs. 348.52 Crore in FY 2015.

The Export Sales of Agro Division increased by Rs. 14.08 Crore (4.76 %) i.e. from Rs. 295.52 Crore in FY 2014 to Rs. 309.60 Crore in FY 2015.

3) OTHER INCOME :-

Other income increased by Rs. 14.41 Crore mainly on account of receipt of Interim Dividend of Rs. 14.56 Crore from Meghmani Finechem Limited. While the income from Interest and Rent during the year under review decreased.

4) PROFITABILITY :-

Profit Before Tax increased by Rs. 17.68 Crore i.e. by 121.38 % while Profit After Tax increased by Rs. 14.64 Crore i.e. by 126.44%. The main reason for increase in profitability is due to increase in Sales.

INSURANCE:-

The Company's plant, property, equipments and stocks are adequately insured under the Industrial All Risk Policy. The Company also has insurance cover for Product Liability, Public Liability and Marine coverage. The Company has also taken Directors' and Officers' Liability Policy to provide coverage against the liabilities arising on them.

ACCIDENT AT GIDC ANKLESHWAR AGROCHEMICAL PLANT - AGRO - II :-

An accident had taken place on 19.08.2014 due to blast in reactor in Agrochemical plant of the Company situated at Plot 5001 B, GIDC Ankleshwar. The Company has lodged the insurance claim of Rs. 0.60 Crore. The claim is under process.

FINANCE:-

1. REDEMPTION OF DEBENTURES

The Company had privately placed 10.40% Non Convertible Debentures (NCD) Series I (INE974H07010) of Rs. 50 Crores and Series II (INE974H07028) of Rs. 50 Crores aggregating Rs. 100 Crores on 12.10.2010. The NCD's are listed on Bombay Stock Exchange Limited (BSE)

During the year, Non Convertible Debentures (NCD) Series I, (INE974H07010) of Rs. 50 Crores were redeemed on

11.10.2014.

NCD Series II (INE974H07028) of Rs. 50 Crores will be due for redemption on 11.10.2015.

2. RENEWAL OF WORKING CAPITAL FACILITY:-

The consortium bank has renewed Fund based and Non Fund based Working Capital Credit facilities up to Rs. 378 Crore. To avail the enhancement execution of Security documents are in process.

3. CREDIT RATING:-

CARE has reaffirmed domestic credit ratings of Care A on September, 2014 for Non Convertible Debentures (NCD) of Rs. 100 Crore issued (present outstanding of NCD is Rs. 50 Crore) by the Company.

CRISIL has reaffirmed its rating on the long-term bank facilities of the Company 'CRISIL A'. The rating on short-term bank facilities has been revised from 'CRISIL A1 Negative to CRISIL A1 Stable' on September, 2014.

PROJECT:-

During the year under review, the Plant to manufacture Alpha Blue for 100 Mt per month capacity was commissioned at Plot No. Z31 and Z32, Dahej SEZ Limited, Dahej, Bharuch and the commercial production started from 01 October,2014.

REGISTRATIONS :-

To date, we have 215 export registrations including Co-partner Registrations world wide. The Company has 247 registration of Central Insecticides Board (CIB), Faridabad, 27 registered Trade Marks and 400 Export registrations are in pipe line.

RESEARCH AND DEVELOPMENT:-

The recognized in house Research and Development (R & D) Center at Chharodi carries out development of off-patent molecules, improvements in process parameters, time cycle optimization, and scale up of new technology from laboratory to production level. During the year the Company has spent Rs. 1.10 Crore as Research and Development Expenses.

CORPORATE SOCIAL RESPONSIBILITY

As part of Corporate Social Responsibility (CSR), the projects identified are:-

Particulars Location

Education Project Sola

Kanya Kelwani Project Dahej

Annachetra Bharuch

Medical Aid Project Vatva & Ankleshwar

These projects are largely in accordance with Schedule VII of the Companies Act, 2013. The entitlement to spend was around Rs. 36 lacs towards CSR. But the amount to be spent being not sufficient to meet with the project identified, the Company has not spent entitlement.

CONSOLIDATED FINANCIAL STATEMENT:-

In accordance with the Accounting Standard (AS) - 21 on consolidated Financial Statement read with AS-23 on accounting for investment in Associates and AS - 27 on financial reporting of interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

SUBSIDIARY COMPANIES:-

The Company has following five subsidiaries.

Name of the Subsidiary Business

Meghmani Finechem Limited (MFL) Caustic Manufacturing

Meghmani Europe BVBA (Europe) Distribution Business

Meghmani Organics USA INC. (USA) Distribution Business

P T Meghmani Organics Indonesia (Indonesia) Distribution Business

Meghmani Overseas FZE - Sharjah - Dubai Distribution Business

CESSATION OF JOINT VENTURE AND SUBSIDIARY :-

During the year the following Companies ceased to be the Joint Venture and Subsidiary of the Company:-

(1) Trience Speciality Chemicals Private Limited (Trience)

Trience (Joint Venture Company) was formed by Meghmani Organics Limited (MOL) to enter in to Joint Venture (JV) to manufacture CPVC pipe at Dahej, Bharuch. Joint Venture Company could not reach to definitive agreement and as a result JV was called off. Consequently, as per terms of Articles of Association JV Company applied under Section 560 of the Companies Act, 1956 to strike off name of the Company under Fast T rack Scheme (FTS) of Registrar of Companies (ROC). The application has been taken on record by ROC and there by Trience has ceased to be a Joint Venture Company.

(2) Meghmani Chemtech Limited (Meghmani Chemtech)

Meghmani Chemtech was formed to set up Pigment project at Dahej SEZ. The said project with the permission of the Development Commissioner, KASEZ was transferred from Meghmani Chemtech to Meghmani Organics for implementation. Meghmani Chemtech was to close as per undertaking given to Development Commissioner. Accordingly, Meghmani Chemtech applied under Section 560 of the Companies Act, 1956 to strike off name under Fast Track Scheme (FTS) of Registrar of Companies (ROC). The application has been taken on record by ROC and there by Meghmani Chemtech has ceased to be a Subsidiary.

(3) Meghmani Energy Limited (MEL)

MEL( a Subsidiary of the Company) has 3 MW Captive Power Plant at Village Chharodi, Taluka Sanand, District Ahmedabad.

To adhere State Government's environment policy, the Company had to shift its Agrochemical manufacturing facilities from Vilage Chharodi, Taluka Sanand, Ahmedabad to Agro - II plant at GIDC Ankleshwar and Agro - III at GIDC Dahej, Bharuch. As a result, there was no requirement of Captive Power produced by MEL.

Consequently, MEL became a dormant company and hence the Company sold its investments in MEL and thereby MEL ceased to be a Subsidiary.

FIXED DEPOSITS:-

The Company has not accepted any fixed deposits during the year under report.

ANNUAL LISTING FEE:-

The Company has paid the annual listing fees for the financial year 2015-2016 to Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-

As per Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis, is appended to this report.

CORPORATE GOVERNANCE:-

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance, forms an integral part of this Report. This report also forms part of Singapore Stock Exchange listing requirements.

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

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure- A and is attached to this report.

DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP):-

At the last Annual General Meeting held on July 28, 2014, the Members:-

(1) Re-appointed Mr Chinubhai Shah and Mr. Balkrishna Thakkar as Non Executive - Independent Directors for a period of five years with effect from 1st April, 2014;

(2) Re-appointed and approved terms of remuneration payable to Mr. Jayanti Patel as Executive Chairman, Mr. Ashish Soparkar and Mr. Natwarlal Patel as Managing Directors and Mr. Ramesh Patel and Mr. Anand Patel as Executive Directors for a period 5 (five) years with effect from 1st April, 2014 to 31st March, 2019.

(3) The appointment of Mr. Chander Kumar Sabharwal as Non Executive Independent Director was confirmed and regularized for a period of 5 years.

Mr. Jayaraman Vishwanathan and Mr. Kantibhai Patel, Non Executive Independent Directors of the Company are retiring by rotation at this Annual General Meeting and being eligible have offered themselves for re-appointment. They will be appointed for a period of 5 (five) years in accordance with Section 149 (10) of the Companies Act, 2013.

As required under Clause 49 of the Listing Agreement, the details of Directors seeking appointment -re-appointment at the ensuing Annual General Meeting has been provided in the Notice of the Annual General Meeting, forming part of the Annual Report.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

APPOINTMENT OF WOMAN DIRECTOR - MS. URVASHI SHAH

To comply with the requirements of Section 149(1) of the Companies Act, 2013 read with amended Listing Agreement, Ms. Urvashi Shah was appointed as an Additional Non Executive Independent Woman Director on the board of the Company with effect from 27th March, 2015 by passing Circular Resolution. The said resolution was confirmed at the Board Meeting held on 22nd May, 2015.

The Company has received a notice from a member Proposing appointment of Ms. Urvashi Shah. The Board recommends passing of the resolution appointing Ms. Urvashi Shah as an Independent Woman Director for a period of 5 (five) years.

BOARD EVALUATION:-

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement and Singapore Listing requirements, the Nomination Committee has carried out an annual performance evaluation of the Board as well as the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

REMUNERATION POLICY:-

The Board has, on the recommendation of Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT:-

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:—

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The directors 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 31st March, 2015 and of the profit of the Company for the period ended on 31st March, 2015.

c) The directors had 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;

d) The directors had prepared the annual accounts on a going concern basis;

e) The directors had laid down internal financial controls and that such internal financial controls are adequate and have been operating effectively.

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems have been found adequate and operating effectively.

ANNUAL RETURN:-

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure B".

VIGIL MECHANISM / WHISTLE BLOWER POLICY:-

The Company has a WHISTLE BLOWER POLICY to deal with instance of unethical behaviour, actual or suspected fraud or violation of the company's code of conduct, if any. The details of the WHISTLE BLOWER POLICY is posted on the website of the Company.

AUDITORS:-

(A) STATUTORY AUDITORS:-

The terms of appointment of M/s. Khandwala & Khandwala, Chartered Accountants, expires at the conclusion of the forthcoming Annual General Meeting and being eligible have offered themselves for re-appointment.

The Company has received letter from them to the effect that their reappointment, if made, would be within prescribed limit under Section 141 of the Companies Act, 2013 read with Rule 4(1) of the Companies (Audit & Auditors) Rules, 2014 and that they are not disqualified for reappointment.

To meet with the Singapore Listing Rules requirement the Company is required to appoint Joint Auditor. The Company had appointed KPMG as Joint Auditor for FY 2014-15 to comply with IFRS requirements. KPMG has offered themselves for re- appointment. They will be appointed as Joint Auditor at the next Annual General Meeting.

(B) SECRETARIAL AUDITOR:-

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Shah & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for FY 2014-2015. The Secretarial Audit Report is appended to this report.

(C) COST-AUDITOR:-

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the Cost Audit records maintained by the Company in respect of Pigment and Agrochemicals products are required to be audited by a qualified Cost Accountant.

Your Directors had, on the recommendation of the Audit Committee, appointed M/s. Kiran J Mehta & Co. Cost Accountants (Firm Registration number 00025) for the financial year 2015-2016 at a remuneration of Rs. 2,50,000 per annum.

As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking Member's ratification for the remuneration payable to M/s Kiran J Mehta & Co., Cost Accountants is included at Item No.6 of the Notice convening the Annual General Meeting.

AUDITORS REPORT

There is no qualification, reservation or adverse remarks or disclaimer made by the Auditors in their report on the financial statement of the Company for the financial year ended on 31st March, 2015.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:-

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS (RPT):-

All related party transactions entered into during the financial year were on an Arm's Length Basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All related party transactions were placed before the Audit Committee and the Board for approval. The Company had also taken members' approval at its Annual General Meeting held on 28th July, 2014 for entering into the transactions with Related Parties.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website NUMBER OF BOARD MEETINGS DURING THE FINANCIAL YEAR 2014-15:-

The Board of Directors duly met 4 (Four) times respectively on 23.05.2014, 04.08.2014, 03.11.2014 and 09.02.2015 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed.

PARTICULARS OF EMPLOYEES:-

The applicable information required pursuant to Section 197 of the Companies Act, 2013 read with Rule (5) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules 2014 in respect of the employees are as under.

i. ratio of remuneration of each Director to the median employee's is 300% i. e. 3 times

ii. percentage increase in remuneration of each Director, CFO, CEO, CS or Manager, if any

Name Designation % increase

Mr.Jayanti Patel Executive Chairman 25% Mr. Ashish Soparkar Managing Director & CEO 25%

Mr. Natwarlal Patel Managing Director 25%

Mr. Ramesh Patel Executive Director 25%

Mr. Anand Patel Executive Director 25%

Mr. Dinesh Shah Chief Finance Officer 7%

Mr. Kamlesh Mehta Company Secretary 7%

iii. The percentage increase in the median remuneration of employees is 11%.

iv. The number of permanent employees on the roll of the company is 1250 Employees.

v. The Sales turn over of the Company has increased by 5.72% while the Net Profit by 126.44%. There is no direct relationship between average increase in remuneration of employee and company performance.

vi. The Sales turn over of the Company has increased by 5.72% while the Net Profit by 126.44%. There is no direct relationship between average increase in remuneration of KMP and company performance

vii. The Price earning ratio as at 31.03.2015 is 14.42 and 31.03.2014 was 18.04

The Market Capitalisation as on 31.03.2015 was Rs. 377.66 Crore (Share Price Rs. 14.85 per Equity Share) while on 31.03.2014 it was Rs. 215.66 Crore (Share Price Rs. 8.48 per Equity Share).

The Company had made its IPO in 2007 at Rs. 19 /- per Equity Share of Rs. 1/- each. The Share price as on 31 March, 2015 was Rs. 14.85/- per Equity Share of Rs. 1/- each. The percentage decrease in the market quotation was 21.84%

viii. There is no employee receiving remuneration in excess of the highest paid director.

ix. All the components of the remuneration are fixed and no components are variable.

x. The remuneration paid to Working Directors are as per Schedule V of the Companies Act, 2013 and as per remuneration policy of the Company.

xi. Particulars of Employees:- Employed throughout the financial year receiving remuneration in aggregate, not less than Rs. 60 lakhs

Name Salary Per Perquisites Per Total Rs Annum in Rs Annum in Rs

Mr.Jayanti Patel 6000000 731091 6731091

Mr. Ashish Soparkar 6000000 727483 6727483

Mr. Natwarlal Patel 6000000 727483 6727483

Mr. Ramesh Patel 6000000 731091 6731091

Mr. Anand Patel 6000000 727421 6727421

Total 30000000 3644569 33644569

No Employee was employed for a part of the financial year at an aggregate salary of not less than Rs. 5 lakhs per month.

xii. No one was Employed through out the financial year or part thereof receiving remuneration in excess of the amount drawn by Managing Director.

Risk Management :

The Company had a Risk Management Committee with defined role and responsibilities. During the year under review, the Committee was reconstituted in the compliance of requirement of clause 49 of the listing agreement.

INDUSTRIAL RELATIONS :-

The relationship with the workmen and staff remained co-ordial and harmonious during the year and management received full cooperation from employees.

ACKNOWLEDGMENT:-

Your Directors thank various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year.

The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company

For and on behalf of the Board Jayanti Patel Date: 22nd May, 2015 Executive Chairman Place: Ahmedabad DIN - 00027224


Mar 31, 2014

The Members,

Meghmani Organics Limited

The Directors have pleasure in presenting Twentieth Annual Report and Audited Statement of Accounts of the Company for the Financial Year ended on 31st March, 2014.

FINANCIAL RESULTS Rs. in Lacs

PARTICULARS YEAR ENDED ON YEAR ENDED ON 31st MARCH, 2014 31st MARCH, 2013

Net Revenue from operations 89328.40 74974.22

Other Income 418.48 1033.59

Total Revenue 89746.88 76007.81

Profit before Finance Cost & Depreciation 8141.95 6326.97

Financial Cost 3501.50 2723.64

Depreciation 3134.41 2636.07

Profit Before Extra Ordinary Item & Tax 1506.04 967.25

Extra Ordinary Item 49.54 87.28

Profit Before Tax 1456.50 879.97

Payment & Provision of Current Tax 115.00 66.58

Deferred Tax Expenses/(Income) 183.78 235.14

Profit After Tax 1157.72 578.25

Profit Available for Appropriation 1157.72 578.25

Transfer to Debenture Redemption Reserve 562.15 562.15

Transfer to General Reserve 30.00 0

Proposed Dividend 254.31 254.31

Dividend Tax 43.22 43.22

Balance Carried forward 268.04 (281.43)

DIVIDEND:-

Your directors have recommended a dividend of Rs. 0.10 per Equity share on 254,314,211 Equity Shares of Rs. 1/- each fully paid up for Financial year 2013-2014. The dividend will entail an out flow of Rs. 297.53 Lacs including dividend distribution tax. The proposed dividend is tax free in the hands of shareholders. The dividend is declared out of Profit of the current year.

OPERATING RESULTS:-

The Sales Turn over of the Company has increased by Rs. 14,034.93 Lacs (19.18%) i.e. from Rs. 73,166.67 Lacs in FY 2013 to Rs. 87,201.60 Lacs in FY 2014.

1) DOMESTIC SALES:-

The Domestic Sales increased by Rs. 4,476.72 Lacs (32.49%) i.e. from Rs. 13,778.75 Lacs in FY 2013 to Rs. 18,255.47 Lacs in FY 2014 .

The Domestic Sales of Pigment Division increased by Rs. 3,510.37 Lacs (94.78%) i.e. from Rs. 3,703.86 Lacs in FY 2013 to Rs. 7,214.23 Lacs in FY 2014.

The Domestic sales of Agro Division increased by Rs. 1,105.15 Lacs (12.16%) i.e. from Rs. 9085.24 Lacs in FY 2013 to Rs. 10,190.39 Lacs in FY 2014.

2) EXPORT SALES :-

The Export Sales increased by Rs. 9,558.21 Lacs (16.09%) i.e. from Rs. 59,387.92 Lacs in FY 2013 Rs. 68,946.13 Lacs in FY 2014.

The Export Sales of Pigment Division increased by Rs. 2,289.75 Lacs (7.64%) i.e. from Rs. 29,981.97 Lacs in FY 2013 to Rs. 32,271.72 Lacs in FY 2014.

The Export Sales of Agro Division increased by Rs. 4,364.36 Lacs (17.33%) i.e. from Rs. 25,187.91 Lacs in FY 2013 to Rs. 29,552.27 Lacs in FY 2014.

3) OTHER INCOME :-

Other income decreased by Rs. 615.11 Lacs in FY 2014. This is due to reduction in Mark to Market gain on Derivative.

4) PROFITABILITY :-

Profit before tax increased by Rs. 576.53 Lacs i.e. by 65.52% while Profit after tax increased by Rs. 579.47 Lacs i.e. by 100.21%. The main reason for increase in Profitability is due to increase in sales.

INSURANCE:-

The Company''s plant, property, equipments and stocks are adequately insured under the Industrial All Risk Policy. The Company also has insurance covers particularly for product liability and public liability. The Company has also taken Directors'' and Officers'' Liability Policy to provide coverage against the liabilities arising on them.

1) ACCIDENT AT ANKLESHWAR FORMULATION PLANT:-

A fire accident had taken place on 05.06.2013 in formulation plant of the Company situated at Plot No. 22/2, (Phase-IV), GIDC Panoli, Ankleshwar. No casualty had taken place. The Company had lodged the insurance claim of Rs.1.61 Crore out of which the Company has received Rs. 1.47 Crore from Oreintal Insurance Company Limited, Ahmedabad.

2) ACCIDENT AT GIDC ANKLESHWAR AGROCHEMICAL PLANT:-

A fire accident had taken place on 20.02.2014 in Agrochemical plant of the Company situated at Plot 5001 B, GIDC Ankleshwar. No casualty had taken place. The Company has lodged the insurance claim of Rs. 1.74 Crore The claim is under process.

FINANCE:- RENEWAL OF WORKING CAPITAL FACILITY:-

During the year under review, the Company has availed the long term Rupee Loan of Rs. 30 Crore from HDFC Bank Limited and Rs. 45 Crore from ICICI Bank Limited for its Pigment expansion project at Dahej SEZ Limited, Dahej, Taluka Vagra, Bharuch.

The consortium bank has also renewed Fund based and Non Fund based Working Capital Credit facilities up to Rs. 378 Crore. To avail the enhancement in facility execution of Security documents are in process.

CREDIT RATING:-

CARE has reaffirmed domestic credit ratings of Care A on 18th December, 2013 for Non Convertible Debentures of Rs. 100 Crore issued by the Company.

CRISIL has reaffirmed its rating outlook on the long-term bank facilities of Meghmani Organics Ltd. (MOL) to ''CRISIL A (Negative). The rating on MOL short-term bank facilities has also been reaffirmed as ''CRISIL A1'' on 11th November, 2013.

PROJECT:-

The Company has started commercial production of CPC Blue and Beta Blue plant situated at Plot No. Z 31 & Z 32 of Dahej SEZ Limited, Dahej, Bharuch. While the Commissioning of Plant to manufacture Alpha Blue for 100 Mt per month capacity is in process. The Cost of Alpha Blue plant is estimated to be Rs. 15 Crore.

REGISTRATIONS :-

To date, 131 exports registrations have been received and applications for 920 registrations have been made in different parts of the world. The Company has 222 registration of Central Insecticides Board (CIB), Faridabad. The Company has 27 registered Trade Marks.

RESEARCH & DEVELOPMENT:-

The recognized in house Research and Development (R & D) Center of our Chharodi plant carries out development of off-patent molecules, improvements in process parameters, time cycle optimization, and scale up of new technology from laboratory to production level. During the year the Company has spent Rs. 154.70 lacs as Research & Development Expenses.

RELATED PARTIES :-

The note no. 31 of the Financial Statements sets out the nature of transactions with related parties. Transactions with Related Parties are carried out at arm''s length. The details of such transactions were placed before the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE :-

Your directors have constituted the Corporate Social Responsibility (CSR) Committee comprising Shri B T Thakkar Independent Director as Chairman and Shri Jayanti Patel, Shri Ashish Soparkar and Shri Natwarlal Patel as other members.

The said committee has been entrusted with the responsibility of formulating and recommending to the Board a Corporate Social Responsibility Policy indicating the activities to be undertaken by the Company, and the amount to be spent on CSR activity.

CONSOLIDATED FINANCIAL STATEMENT :-

In accordance with the Accounting Standard AS – 21 on consolidated Financial Statement read with AS-23 on accounting for investment in Associates and AS – 27 on financial reporting of interest in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

SUBSIDIARY COMPANIES :-

The Company has following Seven subsidiaries.

(1) Meghmani Energy Limited (MEL) - Captive Power Generation

(2) Meghmani Finechem Limited (MFL) - Caustic Manufacturing

(3) Meghmani Chemtech Limited - Manufacturing

(4) Meghmani Europe BVBA (Europe) - Trading Business

(5) Meghmani Organics USA INC. (USA) - Trading Business

(6) P T Meghmani Organics Indonesia (Indonesia) - Trading Business

(7) Meghmani Overseas FZE - Sharjah - Dubai - Trading Business

COMPLIANCE OF SECTION 212 OF THE COMPANIES ACT, 1956 :-

The Ministry of Corporate Affairs vide General Circular No. 2/ 2011 bearing reference No. 5/12/2007-CL-III dated 08th February, 2011 has granted general exemption to companies from complying with the provisions of Section 212 provided such companies fulfil the conditions prescribed in the circular.

Accordingly, the Board of Directors of the Company has passed the necessary resolution on 23rd May, 2014 containing the conditions prescribed in the circular and giving consent to the Board to not to attach the Balance sheet.

Accordingly, the Annual Report 2013- 2014 does not contain the financial statements of our subsidiaries. The audited annual accounts and related information of subsidiaries will be made available to members upon request.

These documents/ details will be available on the Company''s website www.meghmani.com and will also be available for inspection by any member of the Company at the Registered Office of the Company at Ahmedabad on any working days except Saturday, between 4.00 p.m. to 6.00 p.m.

FIXED DEPOSITS:-

The Company has not accepted the fixed deposits during the year under report.

ANNUAL LISTING FEE:-

The Company has paid the annual listing fees for the year 2014-2015 to Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-

As per clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis report is appended herein.

CORPORATE GOVERNANCE:-

As per Clause 49 of the Listing Agreement the Corporate Governance information is appended to this report. This report also forms part of Singapore Stock Exchange listing requirements.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:-

The information to be disclosed under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, with respect to energy, technology, and foreign exchange is annexed separately to form part of this report.

PARTICULARS OF EMPLOYEE :-

There are no employees covered under the disclosure requirements as required by the provisions under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, Hence, no disclosure has been made.

DISCLOSURE OF INFORMATION RELATING TO FOREIGN EXCHANGE OUTGO:-

Disclosure of information relating to Foreign Exchange outgo as required under Rule 2(c) is already given in Note No. 26 of the Audited Annual Accounts.

DIRECTORS'' RESPONSIBILITY STATEMENT:-

In compliance of Section 217 (2AA) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000, the Directors of your Company confirm:

a) that the applicable accounting standards have been followed in the preparation of final accounts and that there are no material departures;

b) that appropriate accounting policies have been selected and applied consistently and such judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2014 and of the profit of the Company for the year ended on 31st March, 2014;

c) 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;

d) that the annual accounts have been prepared on a going concern basis.

DIRECTORS :-

To comply with the listing rules requirement, Mr. Chander Sabharwal was appointed as additional Independent Director on the board of the Company with effect from 02nd August, 2013. The Company has received the notice from the member for his re-appointment. The board recommends passing of the resolution.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association, Mr. Chinubhai R Shah and Mr. Balkrishna Thakkar, Independent Directors retiring by rotation at this Annual General Meeting and being eligible offers themselves for re-appointment.

The term of Mr. Jayanti Patel - Executive Chairman, Mr. Ashish Soparkar and Mr. Natwarlal Patel as Managing Directors and Mr. Ramesh Patel and Mr. Anand Patel - Executive Director has expired on 31st March, 2014. They being eligible have offered themselves for re-appointment and the resolution has been placed for approval of Member.

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the details of Directors seeking appointment/re-appointment at the ensuing Annual General Meeting has been provided in the Notice of the Annual General Meeting, forming part of the Annual Report.

AUDITORS :-

M/s. Khandwala & Khandwala, Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and being eligible have offered themselves for re-appointment.

The Company has received letter from them to the effect of their reappointment, if made, would be within prescribed limit under Section 224 (B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

To meet with Singapore Listing Rules requirement the Company is required to appoint Joint Auditor. The Company had appointed KPMG as Joint Auditor for FY 2013-2014 to comply with IFRS requirements. KPMG has offered themselves for re-appointment. They will be appointed as Joint Auditor at the next Annual General Meeting.

COST-AUDITORS

Pursuant to the direction of the Ministry of Corporate Affairs for appointment of Cost Auditor to carry out audit of cost accounts maintained by the Company for insecticides, your directors have appointed M/s. Kiran J Mehta & Co. Cost Accountants (Firm Registration number 00025) for the year ending on 31 March, 2014.

ACKNOWLEDGMENT

Your directors express their sincere thanks to all customers, vendors, investors, bankers, insurance companies, consultants, advisors, stock exchanges and Government authorities for their continued support and co-operation throughout the year.

Your Directors sincerely acknowledges the contribution made by all the employees for their dedicated services to the Company.

for and on behalf of the Board Place : Ahmedabad Jayanti Patel

Date : 23rd May,2014 Executive Chairman


Mar 31, 2013

To, The Members of Meghmani Organics Limited

The Directors have pleasure in presenting Nineteenth Annual report and Audited Statement of Accounts of the Company for the Financial Year ended on 31st March, 2013.

FINANCIAL RESULTS Rs.in Lacs

PARTICULARS YEAR ENDED ON YEAR ENDED ON 31st MARCH, 2013 31st MARCH, 2012

Net Revenue from operations 74,974.22 82,209.78

Other Income 1,048.51 951.16

Total Revenue 76,022.73 83,160.94

Profit before Finance Cost & Depreciation 6,326.97 8,434.77

Financial Cost 2,723.64 2,779.92

Depreciation 2,636.07 2,607.83

Profit Before Extra Ordinary Item & Tax 967.25 3,047.01

Extra Ordinary Item 87.28 0

Profit Before Tax 879.97 3,047.01

Payment & Provision of Current Tax 66.58 600.00

Deferred Tax Expenses/(Income) 235.14 788.64

Profit After Tax 578.25 1,658.37

ProfitAvailable for Appropriation 578.25 1,658.37

Transfer to Debenture Redemption Reserve 562.15 825.51

Transfer to General Reserve 0 50.00

Proposed dividend 254.31 254.31

Dividend Tax 43.22 41.26

Balance Carried forward (281.43) 487.29

DIVIDEND:

Your directors have recommended a dividend of Rs. 0.10 per Equity Share on 254,314,211 Equity Shares of Rs. 1/- each fully paid up for Financial year 2012-2013. The dividend will entail an out flow of Rs. 297.53 Lacs including dividend distribution tax. The proposed dividend is tax free in the hands of shareholders. The dividend is declared out of surplus Profit of previous years. OPERATING RESULTS:-

The Sales Turn over of the Company has decreased by Rs. 7,346.22 Lacs i.e. from Rs. 80,512.89 Lacs in FY 2012 to Rs. 73,166.67 Lacs in FY 2013.

1) DOMESTIC SALES:-

The Domestic Sales decreased by Rs. 4,674.94 Lacs (25.22%) i.e. from Rs. 18,426.69 Lacs in FY 2012 to Rs. 13,778.75 Lacs in FY 2013.

The Domestic Sales of Pigment Division decreased by Rs. 2,618.31 Lacs (41.41%) i.e. from Rs. 6,322.17 Lacs in FY 2012 to Rs. 3,703.86 Lacs in FY 2013.

The Domestic sales of Agro Division decreased by Rs. 2,403.94 Lacs (20.92%) i.e. from Rs. 11,489.18 Lacs in FY 2012 to Rs. 9,085.24 Lacs in FY 2013.

2) EXPORT SALES :-

The Export Sales decreased by Rs. 2,698.27 Lacs (4.35%) i.e. from to Rs. 62,086.19 Lacs in FY 2012 to Rs. 59,387.92 Lacs in FY 2013.

The Export Sales of Pigment Division increased by Rs. 3,661.35 Lacs (13.91%) i.e. from Rs. 26,320.62 Lacs in FY 2012 to Rs. 29,981.97 Lacs in FY 2013.

The Export Sales of Agro Division decreased by Rs. 3,223.78 Lacs (11.35%) i.e. from Rs. 28,411.69 Lacs in FY 2012 to Rs. 25,187.91 Lacs in FY 2013.

3) OTHER INCOME :-

Other income increased by Rs. 97.35 Lacs. This is due to Mark to Market gain on Derivative.

4) PROFITABILITY :-

Profit Before Tax decreased by Rs. 2,167.04 Lacs i.e. by 71.12% while Profit After Tax decreased by Rs. 1,080.12 Lacs i.e. by 65.13%. The main reasons for decrease in profitability are :-

1. Delay in Clearance from Ministry of Environment and Forests, Delhi for Dahej SEZ Plant

2. Technical bottleneck in setting Agro Division III at Dahej

3. Reduction in Production affecting manufacturing sales

4. Reduction in manufacturing sales affecting the contribution

5. Macro level environment issues

6. Increase in energy cost (Power and Fuel)

INSURANCE:-

The Company''s plant, property, equipments and stocks are adequately insured under the Industrial All Risk Policy. The Company also has insurance covers particularly for Product Liability and Public Liability. The Company has also taken Directors'' and Officers'' Liability Policy to provide coverage against the liabilities arising on them.

1) ACCIDENT AT ANKLESHWAR :-

A fatal accident had taken place on Saturday, 2nd March, 2013, at our Agrochemical Manufacturing Division situated at Plot No. 5001/B, GIDC Industrial Estate Ankleshwar, Ankleshwar Gujarat, (India), on account of gas leakage. We regret the casualty of three (3) workers. The Workers are covered under Employee State Insurance Scheme and the payment of compensation under the policy is in the process.

2) NEW BETA BLUE PLANT FIRE CLAIM - UPDATE

The Company has lodged the claim of Rs. 2,268.30 lacs. Till date the Company has received the payment of Rs. 1,760.42 lacs by way of on account installments from Oriental Insurance Company Limited, Ahmedabad and sale of debris and salvage.

The assessment for the final claim amount has been completed by the Surveyor and the Company is expecting the final balance claim amount of Rs. 420.60 Lacs. Thereby, the Company has suffered a loss of Rs. 87.28 Lacs on account of fire at New Beta Blue Plant - Panoli.

INVESTMENT - MEGHMANI EUROPE BVBA :-

The Company has invested Rs. 7,97,00,280/- (Equivalent to 1.1 Million Euro) in Meghmani Europe BVBA - Belgium, Europe (which is a wholly owned subsidiary of Meghmani Organics Limited) as an investment to increase its share capital The investment has been made as per the requirements of Belgium Law. Meghmani Europe BVBA is in the process of issuance of share certificates.

The Company has also invested in Meghmani Finechem Limited by way of Subscribing 5,264,487 Equity Shares of Rs. 10/- each at a premium of Rs. 20/- per share, aggregating to Rs. 157,934,610/- The funds will be utilized by Meghmani Finechem Limited to augment capacity of Caustic Chlorine Plant from 340 TPD to 476 TPD and Power Plant from 40 MW to 60 MW.

FINANCE:- RENEWAL OF WORKING CAPITAL FACILITY:-

During the year under review, the Company has received the renewal sanction of Working Capital Fund based and Non Fund based Credit facilities from State Bank of India under consortium arrangement up to Rs. 37,800 Lacs. To avail the enhancement in facility execution of Security documents are in process.

CREDIT RATING:-

CARE has assigned domestic credit ratings of Care A for Non Convertible Debentures of Rs. 10,000 Lacs issued by the Company. CRISIL has revised its rating outlook on the long-term bank facilities of Meghmani Organics Ltd. to ''Negative'' from ''Stable'', while reaffirmed the rating at ''CRISIL A''. The rating on MOL short-term bank facilities has also been reaffirmed at ''CRISIL A1''.

PROJECT:- PIGMENT - EXPANSION:-

The trial production of CPC Blue plant situated at Plot No. Z 31 & Z 32 of Dahej SEZ Limited, Dahej, Bharuch having installed capacity of 650 Mt. per month has been taken on 20th April, 2013. While the Commissioning of Plant to manufacture Beta Blue - 250 Mt. and Alpha Blue - 100 Mt per month will be over by September, 2013. The Company has spent Rs. 7,800 Lacs for the expansion.

REGISTRATIONS :-

To date, 111 exports registrations have been received and applications for 628 registrations have been made in different parts of the world. The Company has 185 registration of Central Insecticides Board (CIB), Faridabad. The Company has 26 registered Trade Marks.

RESEARCH & DEVELOPMENT:-

The recognized in house Research and Development (R&D) Center of our Chharodi plant carries out development of off-patent molecules, improvements in process parameters, time cycle optimization, and scale up of new technology from laboratory to production level. During the year the Company has spent Rs. 128.77 Lacs as Research & Development Expenses.

RELATED PARTIES :-

Note 31 to the Financial Statements sets out the nature of transactions with related parties. Transactions with Related Parties are carried out at arm''s length. The details of such transactions are placed before the Audit Committee

SUBSIDIARY COMPANIES :-

The Company has following eight subsidiaries.

(1) Meghmani Energy Limited (MEL) - Captive Power Generation

(2) Meghmani Finechem Limited (MFL) - Caustic Manufacturing

(3) Meghmani Chemtech Limited - Manufacturing

(4) Meghmani Europe BVBA (Europe) - Trading Business

(5) Meghmani Organics USA INC. (USA) - Trading Business

(6) P T Meghmani Organics Indonesia (Indonesia) - Trading Business

(7) Meghmani South Africa (PTY) LTD (South Africa) - Trading Business

(8) Meghmani Overseas FZE - Sharjah - Dubai - Trading Business

COMPLIANCE OF SECTION 212 OF THE COMPANIES ACT, 1956 :-

The Ministry of Corporate Affairs vide General Circular No. 2/ 2011 bearing reference No. 5/12/2007-CL-III dated 08th February, 2011 has granted general exemption to companies from complying with the provisions of Section 212 provided such companies fulfil the conditions prescribed in the circular.

Accordingly, the Board of Directors of the Company has passed the necessary resolution on 30th May, 2013 containing the conditions prescribed in the circular and giving consent to the Board to not to attach the Balance sheet.

Accordingly, the Annual Report 2012- 2013 does not contain the financial statements of our subsidiaries. The audited annual accounts and related information of subsidiaries will be made available to members upon request.

These documents/ details will be available on the Company''s website www.meghmani.com and will also be available for inspection by any member of the Company at the Registered Office of the Company at Ahmedabad on any working days except Saturday, between 4.00 p.m. to 6.00 p.m.

In accordance with the requirements of Accounting Standard 21, 23 and 27 issued by Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its subsidiaries have been prepared and the same are annexed to this report.

FIXED DEPOSITS:-

The Company has not accepted the fixed deposits during the year under report.

ANNUAL LISTING FEE:-

The Company has paid the annual listing fees for the year 2013-2014 to Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

MANAGEMENT & DISCUSSION ANALYSIS REPORT:-

As per clause 49 of the Listing Agreement with the Stock Exchanges, the Management and Discussion Analysis, is appended to this report.

CORPORATE GOVERNANCE:-

As per Clause 49 of the Listing Agreement the Corporate Governance information is appended to this report. This report also forms part of Singapore Stock Exchange listing requirements.

ENERGY, TECHNOLOGY, AND FOREIGN EXCHANGE:-

The information to be disclosed under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in The Report Of Board of Directors) Rules, 1988, with respect to energy, technology and foreign exchange is annexed separately to form part of this report.

PARTICULARS OF EMPLOYEE :-

There are no employees covered under the disclosure requirements as required by the provisions of Section 217 under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, Hence, no disclosure has been made.

DISCLOSURE OF INFORMATION RELATING TO FOREIGN EXCHANGE OUTGO :-

Disclosure of information relating to Foreign Exchange outgo as required under Rule 2(c) is already given in Note No. 26 of the Audited Annual Accounts.

DIRECTORS'' RESPONSIBILITY STATEMENT:-

In compliance of Section 217 (2AA) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000, the Directors of your Company confirm:

a) that the applicable accounting standards have been followed in the preparation of final accounts and that there are no material departures;

b) that appropriate accounting policies have been selected and applied consistently and such judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2013 and of the profit of the Company for the year ended on 31st March, 2013;

c) 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;

d) that the annual accounts have been prepared on a going concern basis.

DIRECTORS :-

Mr. Akthar Shaik, Independent Director on the board of the Company has resigned from the Board to be effective from 11th February, 2013. The Board takes on record his valuable contribution in the growth of the Company.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association, Mr. Jayanti Patel, Mr. Ashish Soparkar and Mr. J Vishwanathan retiring by rotation at this Annual General Meeting and being eligible offers themselves for re-appointment.

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the details of Directors seeking re-appointment at the ensuing Annual General Meeting has been provided in the Notice of the Annual General Meeting, forming part of the Annual Report.

AUDITORS :-

M/s. Patel & Khandwala, Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and being eligible have offered themselves for re-appointment.

The Company has received letter from them to the effect of their reappointment, if made, would be within prescribed limit under Section 224 (B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

To meet with the Singapore Listing Rules requirement the Company is required to appoint Joint Auditor. The Company had appointed KPMG as Joint Auditor for FY 2013 to comply with IFRS requirements. KPMG has offered them selves for re-appointment. They will be appointed as Joint Auditor at the next Annual General Meeting.

COST-AUDITORS

Pursuant to the direction of the Ministry of Corporate Affairs for appointment of Cost Auditor to carry out audit of cost accounts maintained by the Company for insecticides, your directors have appointed M/s. Kiran J. Mehta & Co. Cost Accountants (Firm Registration number 00025) for the year ending on 31st March, 2013.

ACKNOWLEDGMENT

Your directors express their sincere thanks to all customers, vendors, investors, bankers, insurance companies, consultants, advisors, stock exchanges and Government authorities for their continued support and co-operation throughout the year.

Your Directors sincerely acknowledges the contribution made by all the employees for their dedicated services to the Company.

For and on behalf of the Board

Place : Ahmedabad Jayanti Patel

Date : 30th May, 2013 Executive Chairman


Mar 31, 2012

To. The Members of Meghmani Organics Limited

The Directors have pleasure in presenting Eighteenth Annual report and Audited Statement of Accounts of the Company for the Financial Year ended on 31st March, 2012.

Financial Results

Particulars Year ended Year ended March 31, 2012 March 31, 2011

Net Revenue from operations 8,220.83 8,649.18

Other Income 95.12 72.06

Total Revenue 8,315.95 8,721.24 Profit before Finance Cost & Depreciation 824.77 979.21

Finance Cost 259.29 173.23

Depreciation 260.78 203.47

Profit Before Extra Ordinary item and Tax 304.70 602.51

Extra Ordinary Item 0 2.50

Profit Before Tax 304.70 600.01 Payment & Provision of current Tax 60.00 114.59

Deferred Tax Expenses(Income) 78.86 13.61

Profit After Tax 165.84 471.81

Profit Available for Appropriation 165.84 471.81 Transfer to Debenture Redeption 82.55 0.00 Reserve Transfer to General Reserve 5.00 50.00 Proposed Dividend 25.43 101.73 Dividend Tax 4.13 16.50 Balance Carried forward 48.73 303.58

DIVIDEND:-

In view of challenging year and to keep the company's initiative to consolidate its growth, your directors recommend, payment of dividend of Rs. 0.10 (Ten Paise) per share on 254,314,211 Equity shares of Rs. 1/- each fully paid up, for your approval. The dividend will entail an outflow of Rs. 29.56 Mn including dividend distribution tax on fully paid up share capital of Rs. 254,314,211. The proposed dividend is tax free in the hands of shareholders.

OPERATIONS:-

Despite the difficult year, your company could maintain the sales Turn over largely due to increase in trading sales which increased from Rs. 491.95 Mn in FY 2011 to Rs.796.92 Mn in FY 2012, while manufacturing sales decreased from Rs.7,953.79 Mn in FY 2011 to Rs.7,254.37 Mn in FY 2012.

(1) DOMESTIC SALES:- The Domestic Sales decreased by Rs.713.91 Mn(27.92%) i.e. from Rs.2,556.58 Mn in FY 2011 to Rs.1,842.67 Mn in FY 2012, mainly due to relocation of its Agro Division-1, Chharodi.

The Domestic Sales of Pigment Division decreased by Rs.276.87 Mn (30.46%) i.e. 909.09 Mn in FY 2011 to Rs.632.22 Mn in FY 2012. This was mainly due to lower sales of key products CPC Blue abd Bella Blue.

The Domestic sales of Agro Division decreased by Rs.276.87 Mn (30.46%) i.e form Rs.909.09 Mn in FY 2011 to Rs.1,148.92 Mn in FY 2012. This was due to lower Production of Cyperethrin and Chlorpyriphos(CPP).

(2) EXPORTSALES:

The Export Sales increased by Rs.319.46 Mn (5.42%) i.e. from to Rs. 5,889.16 Mn in FY 2011 to Rs.6,208.62 Mn in FY 2012.

The Export Sales of Pigment Division decreased marginally by Rs.8.35 Mn(0.32%) i.e. from Rs.2,640.41 Mn in FY2011 to Rs.2,632.06 Mn in FY2012.

The Export Sales of Agra Division increased marginally by Rs.35.33 Mn (1.26%) i.e. from Rs.2,805.84 Mn in FY 2011 to Rs.2,841.17 Mn in FY2012.

(3) OTHER INCOME:

Other income increased by Rs.23.06 Mn.

(4) PROFITABILITY:

Profit before tax decreased by Rs.295.31 Mn i.e. by 49.22% while Profit after tax decreased by Rs.305.97 Mn i.e. by 64.85%. The main reasons for decrease in Profitability are :

1. Macro level environmental issues affecting production

2. Relocation of Agro Division situated at Village Chharodi, Sanand, Ahmedabad

3. Re-installation of New Beta Blue Pigment production facility affected due to fire

4. Reduction in manufacturing sales affecting the contribution

5. Volatility in Rupee Dollar Exchange rate

6. Higher Interest cost

FIRE AT NEW BETA BLUE PLANT:-

The Company has completed reconstruction of the manufacturing facility of New Beta Blue Plant affected due to fire. The financial loss of Rs. 230 Mn has been crystallized on account of Fire. This does not include Business Interruption loss.

Till date the Company has received the payment of Rs.165 Mn by way of First and Second on account installment towards fire claim from Oriental Insurance Company Limited, Ahmedabad and has realized Rs. 11.04 Million from sale of debris and salvage. The assessment for the final claim amount has been completed by the Surveyor. We are awaiting the payment of final balance amount claim.

INVESTMENT :-

During the year the Company has purchased 11,99,800 Equity shares of Rs.10/- each of Meghmani Energy Limited (MEL) at a price of Rs.13.11 per Equity Shares from Meghmani Industries Limited (MIL). The Company has paid Rs.15,727,099/- as consideration for Purchase of shares. With this purchase MEL has now become Wholly Owned Sunsidiary of the Company.

FINANCE:-

The Finance cost has increased from Rs.173.23 Mn to Rs.259.29 Mn in the year under review. The increase in cost is due to general hike in the interest rate and higher utilization of loan funds,

AGROCHEMICALS-:-

To be more environment friendly, the Company has set up the pollution treatment plant at Plot No 4707P and 4707B, situated at GIDC Industrial Estate-Ankleshwar and at Agro Division-III at GIDC Industrial Estate, Dahej at Rs.56.72 Mn. and Rs.67.51 Mn. respectively.

PIGMENT-EXPANSION :-

During the year, the Company has taken the possession of Plot No. D2, CH/10, admeasuring 1,00,000 Square Meter at GIDC Dahej-II, Dahej, District Bharuch. The Company is evaluating the option to set up new products of Pigment or derivatives of Basic Chemicals. The members will be informed once the plan is crystalized.

CHANGE OF NAME OF ENTREPRENEUR-PIGMENT-EXPANSION

During the year, Ministry of Commerce and Industry, Office of the Development Commissioner, Dahej Special Economic Zone, Ahmedabad, vide their letter No. KASEZ-OCO/03-MOL/08-09 VOL-II dated 25th November, 2011 approved change of name of entrepreneur from Meghmani Chemtech Limited to the Company.

The ownership of project of Meghmani Chemtech Limited situated at Plot No. 2 31 & 232 of Dahej SEZ Limited, Dahej, Bharuch to produce viz., CPC Blue (Crude), Beta Blue and Alpha Blue has been now transferred to the Company. The Pigment expansion of Rs.60 Crores will be now completed by the Company.

REGISTRATIONS :-

To date, 85 exports registrations have been received and applications for 587 registrations have been made in different parts of the world. The Company has 173 registration of Central Insecticides Board (CIS), Faridabad. 25 registered Trade Marks.

RESEARCH & DEVELOPMENT :-

Department of Scientific and industrial Research (DSIR), Government of India, Ministry of Science and Technology has renewed the recognition of in house Research and Development (R & D) Center of our Chharodi plant.

The R & D Center carries out development of off-patent molecules, improvements in process parameters, time cycle optimization, and scale up of new technology from laboratory to production level. During the year the Company has spent Rs.17.25 Mn as R & D Expenses.

SUBSIDIARY COMPANIES:

The Company has following eight subsidiaries.

(1) Meghmani Energy Limited (MEL) - Captive Power Generation

(2) Meghmani Europe BVBA(Europe) - Trading Business

(3) Meghmani Organics USAINC. (USA) - Trading Business

(4) Meghmani Finechem Limited (MFL) - Caustic Manufacturing

(5) PT Meghmani Organics Indonesia (Indonesia) - Trading Business

(6) Meghmani Chemtech Limited - Manufacturing

(7) Meghmani South Africa (PTY) LTD (South Africa) - Trading Business

(8) Meghmani Overseas FZE - Sharjah - Trading Business

COMPLIANCE OF SECTION 212 OF THE COMPANIES ACT, 1956

The Ministry of Corporate Affairs vide General Circular No. 2/ 2011 bearing reference No. 5/12/2007-CL-III dated 08th February, 2011 has granted general exemption to companies from complying with the provisions of Section 212 provided such companies fulfill the conditions prescribed in the circular.

Accordingly, the Board of Directors of the Company has passed the necessary resolution on 25th May, 2012 containing the conditions prescribed in the circular and giving consent to the Board to not to attach the Balance sheet.

Accordingly, the Annual Report 2011-2012 does not contain the financial statements of our subsidiaries. The audited annual accounts and related information of subsidiaries will be made available to members upon request.

These documents/details will be available on the Company's website www.meghmani.com and will also be available for inspection by any member of the Company at the Registered Office of the Company at Ahmedabad, on any working days except Saturday, between 4.00 p.m. to 6.00 p.m.

In accordance with the requirements of Accounting Standard 21, 23 and 27 issued by Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its Subsidiaries have been prepared and the same are annexed to this report.

FIXED DEPOSITS:-

The Company has not accepted the fixed deposits during the year under report.

ANNUAL LISTING FEE :-

The Company has paid the annual listing fees for the year 2012-2013 to National Stock Exchange of India Limited and Bombay Stock Exchange Limited.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

As per clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis, is appended to this report.

CORPORATE GOVERNANCE:-

As per Clause 49 of the Listing Agreement the Corporate Governance information is appended to this report. This report also forms part of Singapore Stock Exchange listing requirements.

ENERGY, TECHNOLOGY,AND FOREIGN EXCHANGE:-

The information to be disclosed under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, with respect to energy, technology, and foreign exchange is annexed separately to form part of this report.

EMPLOYEE RELATIONS & PARTICULARS OF EMPLOYEE

The information required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, forms part of this report and is annexed to this report.

DISCLOSURE OF INFORMATION RELATING TO FOREIGN EXCHANGE OUTGO

Disclosure of information relating to Foreign Exchange outgo as required under Rule 2(c) is already given in Note No. 20 B of the Audited Annual Accounts.

DIRECTORS' RESPONSIBILITY STATEMENT:-

In compliance of Section 217 (2AA) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000, the Directors of your Company confirm:

a) that the applicable accounting standards have been followed in the preparation of final accounts and that there are no material departures;

b) that appropriate accounting policies have been selected and applied consistently and such judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at March 31, 2012 and of the profit of the Company for the year ended on March 31, 2012;

c) 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;

d) that the annual accounts have been prepared on a going concern basis.

DIRECTORS:-

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association, Mr. Chinubhai R Shah, Mr. B T Thakkar, and Mr. K H Patel retiring by rotation at this Annual General Meeting and being eligible offers themselves for re-appointment.

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the details of Directors seeking re-appointment at the ensuing Annual General Meeting has been provided in the Notice of the Annual General Meeting, forming part of the Annual Report.

AUDITORS :-

M/s. Patel & Khandwala, Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and being eligible have offered themselves for re-appointment.

The Company has received letter from them to the effect of their reappointment. If made, would be within prescribed limit under Section 224 (B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

COST AUDITORS:-

Pursuant to the direction of the Ministry of Corporate Affairs for appointment of Cost Auditor to carry out audit of cost accounts maintained by the Company for insecticides, your directors have appointed M/s. Kiran J Mehta & Co. Cost Accountants for the year ending on 31 March, 2012.

ACKNOWLEDGMENT :-

Your directors express their sincere thanks to all customers, vendors, investors, bankers, insurance companies, consultants, advisors, stock exchanges and Government authorities for their continued support and co-operation throughout the year,

Your Directors sincerely acknowledge the contribution made by all the employees for their dedicated services to the Company.

for and on behalf of the Board

Jayanti Patel

Executive Chairman

Place: Ahmedabad

Date: 25.05.2012


Mar 31, 2011

The Members, Meghmani Organics Limited

The Directors have pleasure in presenting Seventeenth Annual report and Audited Statement of Accounts of the Company for the Financial Year ended on 31st March, 2011.

FINANCIAL RESULTS (Rs.in Millions) PARTICULARS YEAR ENDED ON YEAR ENDED ON MARCH 31, 2011 MARCH 31, 2010

(a)Net Sales & Other Income 8668.67 7521.25

(b) Profit before Interest & Depreciation 943.98 1154.65

(c) Financial Expenses 194.30 136.01

(d) Depreciation 203.46 170.16

(e) Profit Before Exceptional Item & Tax 546.22 848.48 (f) Exceptional Item (56.70) 11.20

(g) Extra Ordinary Item 2.50 -

(h) Profit Before Tax 600.42 837.28 (i)Payment & Provision of Current Tax 115.00 230.36 (j) Deferred TaxExpenses/ (Income) 13.61 (8.88) (k) Profit After Tax 471.81 615.80

Profit Available for Appropriation 471.81 615.80

Appropriations:-

General Reserve 50.00 65.00

Proposed / Final Dividend 101.73 101.73

Tax on Proposed/ Final Dividend 16.50 16.89

Balance carried forward 303.58 550.80

Total of Appropriations 471.81 615.80

DIVIDEND:-

Your Directors are pleased to recommend dividend of Rs. 0.40 (Forty Paise) per Equity share of Rs. 1/- each on 254,314,211 Equity Shares of Rs. 1/- each, for your approval. The proposed dividend is tax free in the hands of shareholders.

OPERATIONS:-

TURN OVER :-

Net Turn Over of the Company has increased from Rs. 7292.18 Mn in FY 2010 to Rs. 8446.99 Mn in FY 2011, showing increase of Rs. 1154.81 Mn i.e. 15.84%.

DOMESTIC SALES:-

The Domestic Sales of the Company increased from Rs. 2175.18 Mn in FY 2010 to Rs. 2557.83 Mn in FY 2011 showing increase of Rs. 382.65 Mn i.e. 17.59%.

The Domestic Sales of Pigment Division increased by Rs. 264.95 Mn (41.10% ) i.e. from Rs. 644.56 Mn in FY 2010 to Rs. 909.51 Mn in FY 2011 due to higher quantity sales and better price realization.

The Domestic sales of Agro Division increased by Rs. 96.49 Mn (6.42%) i.e. from Rs. 1502.80 Mn in FY 2010 to Rs. 1599.29 Mn in FY 2011. The pressure on pricing remained for all Agro Products.

EXPORT SALES

The Export Sales increased from Rs. 5117.01 Mn in FY 2010 to Rs. 5889.16 Mn in FY 2011 showing an increase of Rs. 772.15 Mn i.e. 15.09%.

The Export Sales of Pigment Division increased by Rs. 470.28 Mn (21.67%) i.e. from Rs. 2170.13 Mn in FY 2010 to Rs. 2640.41

Mn in FY 2011 due to better price realization and higher quantity sales..

The Export Sales of Agro Division increased by Rs. 188.71 Mn (7.21%) i.e. from Rs. 2617.13 Mn in FY 2010 to Rs. 2805.84 Mn in FY 2011 due to higher quantity sales.

TRADING SALES The trading sales increased by Rs. 134.38 Mn.

OTHER INCOME Other income decreased marginally by Rs. 0.74 Mn.

PROFITABILITY:- Pre-tax profits decreased to Rs. 600.42 Mn i.e. by 28.89% while Post-tax profits decreased to Rs. 471.81 Mn i.e. by 23.38% . Earnings Per Share for the year stands at Rs. 1.86 (previous year Rs. 2.42).

EXCEPTIONAL ITEMS:- As per the guide lines issued by Institute of Chartered Accountants of India and Ministry of Corporate Affairs the Company has booked the foreign exchange gain /loss on mark to market basis.

FIRE AT NEW BETA BLUE PLANT :- An accidental Fire had broken out on Tuesday, 01 February, 2011, in New Beta Blue Plant (one of the manufacturing facilities) of Pigment Division situated at Plot No. 21, 21/1, GIDC Industrial Estate Panoli, Ankleshwar, Gujarat, (India).

The fire spread to entire New Beta Blue plant, was brought under control after considerable efforts by Fire fighters. No casualty had taken place and all the staff members were safe.

The other manufacturing plants at this site Viz., CPC (Copper Phthalocyanine Crude), Alpha Blue, Beta Blue (old Plant) which were not affected due to fire, restarted the production on:-

1. C P C Blue Crude Plant - Tuesday, 08th February, 2011

2. Alpha Blue Plant :- Tuesday, 08th February, 2011

3. Beta Blue (Old Plant) :- Monday, 14th February, 2011.

To mitigate loss the Company has restarted certain portion of New Beta Blue Plant on 12th April, 2011. The Company expects to complete reconstruction of the remaining manufacturing facility of New Beta Blue Plant by August, 2011.

The Company has Industrial All Risk Policy from Oriental Insurance Company Limited and the Company is adequately covered. The financial loss of Rs. 320 Mn has been estimated on account of Fire. This includes Business Interruption loss.

The Company had lodged the First on account payment claim with Oriental Insurance Company Limited, Ahmedabad and has received Rs. 80 Mn on 22 March, 2011. The papers for Second on account Claim of Rs. 200 Mn have been submitted to insurance company on 02 May, 2011. We are awaiting the payment of Second on Account claim.

FINANCE :- PRIVATE PLACEMENT OF SECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES ('NCDs')

During the year, the Company has successfully raised Rs. 1000 Mn through Private placement of Secured Redeemable Non- Convertible Debentures (NCDs/ Debentures) of Rs.10,00,000/- each comprising of 10 Detachable and Separately Transferable Redeemable Principal Parts ("STRPPs") of face value of Rs. 1,00,000 /- each.

The coupon Rate of NCD is 10.40% p.a. and the tenure is of 5 years. They are listed on Wholesale Debt Market (WDM) Segment of BSE.

The objective of the issue was to raise the fund for Augmenting Medium to Long Term Resources of the Company including regular capital expenditure.

AGROCHEMICALS - EXPANSION:-

The Company has purchased two industrial plots Plot No. 4707B (admeasuring 17686 Sq. Mtrs) and Plot No 4707P (admeasuring about 6400 meters) with a constructed structure admeasuring about 5000 Sq. Mtrs. on Plot No 4707B, situated at GIDC Industrial - Ankleshwar, from Santogen Group, Mumbai

The Company has acquired the Plots to set up Agrochemical Formulation Plant. The formulations of Synthetic Pyrothorides and Technical products of Organo Phosphorous will be made.

PIGMENT - EXPANSION:-

The Company had applied to Gujarat Industrial Development Corporation (GIDC) Ankleshwar for allotment of additional land of 100,000 Square Meter at GIDC Dahej - II, Dahej, District Bharuch. GIDC has allotted the land and the physical possession has been handed over. The Company is evaluating the option to set up new products of Pigment or derivatives of Basic Chemicals. The members will be informed once the plan is crystallized.

PIGMENT - EXPANSION THROUGH SUBSIDIARY:

Meghmani Chemtech Limited (Meghmani Chemtech) is a Subsidiary of the Company (MOL). The Company holds 97 % of Equity Shares of Meghmani Chemtech.

Meghmani Chemtech has physical possession of Plot No. Z 31 & Z 32 admeasuring 86228.51 Square Meters situated at Dahej SEZ Limited, Dahej, Bharuch

Meghmani Chemtech is setting up manufacturing facility to produce viz., CPC Blue (Crude) - 500 MT, Beta Blue - 250 MT. and Alpha Blue - 100 MT per month. The estimated cost of the project is Rs. 600 Mns, which is to be financed by MOL. The Project is to be commissioned by April, 2012. The projected turn over in FY 2013 (full year of operation) will be Rs. 2400 Mns.

AWARDS:- The Agrochemical manufacturing facility of the Company situated at Ankleshwar, Gujarat, has bagged the most prestigious 2nd Level Silver Safety Award for the year 2009 by National Safety council of India (NSCI). Shri Mallikarjun Kharge, Hon'ble Minister for Labour & Employment, Government of India presented the national level NSCI Safety awards on Saturday, 30th October, 2010 at Mumbai. The award adds to commitment and dedication of your company towards Safety, Health and Environment (SHE).

REGISTRATIONS

To date, 80 exports registrations have been received and applications for 387 registrations have been made in different parts of the world. The Company has 150 registration of Central Insecticides Board (CIB) , Faridabad. On Intellectual Property rights the Company has 25 registered Trade Marks.

RESEARCH & DEVELOPMENT

Inhouse Research and Development (R & D) Center of our Chharodi plant has recognition of Department of Scientific and Industrial Research (DSIR), Government of India, Ministry of Science and Technology.

The R&D Center carries out development of off-patent molecules, improvements in process parameters, time cycle optimization, and scale up of new technology from laboratory to production level. During the year the Company has spent Rs. 30.62 Mn as Research & Development Expenses.

SUBSIDIARY COMPANIES

The Company has following Six subsidiaries.

(1) Meghmani Energy Limited (MEL) - Power Generation

(2) Meghmani Europe BVBA (Meghmani Europe) - Trading Business

(3) Meghmani Organics USA. Inc. (Meghmani USA) - Trading Business

(4) Meghmani Finechem Limited (MFL) - Caustic Manufacturing

(5) P T Meghmani Organics Indonesia (Meghmani Indonesia) - Trading

Business

(6) Meghmani Chemtech Limited (Meghmani Chemtech) - Manufacturing

COMPLIANCE OF SECTION 212 OF THE COMPANIES ACT 1956

The Ministry of Corporate Affairs vide General Circular No. 2/ 2011 bearing reference No. 5/12/2007-CL-III dated 08th February, 2011 has granted general exemption directs that provisions of Section 212 to attach the Balance sheet shall not apply in relation to subsidiaries of those companies which fulfil the conditions prescribed in the circular. Accordingly, the Board of Directors of the Company has passed the necessary resolution on 27th May, 2011 containing the conditions prescribed in the circular and giving consent to Board to not to attach the Balancesheet.

The Company will make available these documents/ details upon request by any member of the Company. These documents/ details will be available on the Company's website www.meghmani.com and will also be available for inspection by any member of the company at the Registered Office of the Company on any working days except Saturday, between 4.00 p.m. to 6.00 p.m.

In accordance with the requirements of Accounting Standard 21, 23 and 27 issued by Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its subsidiaries have been prepared and the same are annexed to this report.

CAPITAL EXPENDITURE:- Capital expenditure incurred during the year aggregated to Rs. 622.91 Mn.

FIXED DEPOSITS:- The Company has not accepted the fixed deposits during the year under report.

MANAGEMENT & DISCUSSION ANALYSIS REPORT- As per clause 49 of the Listing Agreement with the Stock Exchanges, the Management and Discussion analysis, is appended to this report.

CORPORATE GOVERNANCE:- As per Clause 49 of the Listing Agreement the Corporate Governance information is appended to this report. This report also forms part of Singapore Stock Exchange listing requirements.

DIRECTORS' RESPONSIBILITY STATEMENT:-

In compliance of Section 217 (2AA) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000, the Directors of your Company confirm:

a) that the applicable accounting standards have been followed in the preparation of final accounts and that there are no material departures;

b) that appropriate accounting policies have been selected and applied consistently and such judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at March 31, 2011 and of the profit of the Company for the year ended on March 31, 2011;

c) 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;

d) that the annual accounts have been prepared on a going concern basis.

ENERGY, TECHNOLOGY, AND FOREIGN EXCHANGE:-

The information to be disclosed under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, with respect to energy, technology, and foreign exchange is annexed separately to form part of this report.

DISCLOSURE OF INFORMATION RELATING TO FOREIGN EXCHANGE OUTGO

Disclosure of information relating to Foreign Exchange outgo as required under Rule 2(c) is already given in Schedule 23 Notes forming part of the Audited Annual Accounts.

DIRECTORS

Mr. Ashvin Raythatha - Executive Director (International Marketing) whose term has expired on 31 March, 2011 is not continuing as a Director on the Board. The Board appreciates and takes on record his contribution to develop International markets for its product.

Mr. Chandan Bhattacharya, Independent Director on the board of the Company has resigned from the Board to be effective from 21 April, 2011. The Board takes on record his valuable contribution in the growth of the Company and suggestions to adhere compliance of Corporate Governance and Risk management Policy.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association, Mr. Natwarlal Patel, Mr. Ramesh Patel, and Mr. Anand Patel retiring by rotation at this Annual General Meeting and being eligible offers themselves for re-appointment.

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the details of Directors seeking re- appointment at the ensuing Annual General Meeting has been provided in the Notice of the Annual General Meeting, forming part of the Annual Report.

EMPLOYEE RELATIONS & PARTICULARS OF EMPLOYEE

The information required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, forms part of this report and is annexed to this report.

AUDITORS

M/s. Patel & Khandwala, Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and being eligible have offered themselves for re-appointment.

The Company has received letter from them to the effect of their reappointment, if made, would be within the prescribed limit under Section 224 (B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

ACKNOWLEDGMENT

Your directors take this opportunity to convey their sincere thanks to all the Agencies more specifically, Gujarat Gas, Factory Inspector Office, Daxin Gujarat Vij Company Limited for their whole hearted support in the need of hours at the time of Fire at New Beta Plant at Panoli and granting us the permission to restart the production facility. We also take on record the hard work of our employees to make this possible. Your directors express their sincere thanks to all customers, vendors, investors, bankers, insurance companies, consultants and advisors for their continued support throughout the year. Your Directors sincerely acknowledge the contribution made by all the employees for their dedicated services to the Company.

For and on behalf of the Board

Jayanti Patel Executive Chairman

Place: Ahmedabad Date: 27.05.2011


Mar 31, 2010

The Directors have pleasure in presenting Sixteenth Annual report and Audited Statement of Accounts of the Company for the Financial Year ended on 31st March, 2010.

FINANCIAL RESULTS Rs. in Millions

PARTICULARS Year Ended On Year Ended On March 31, 2010 March 31, 2009

(a) Net Sales & Other Income 7521.25 7945.92

(b) Profit before Interest & Depreciation 1154.65 1240.28

(c) Financial Expenses 136.01 240.05

(d) Depreciation 170.16 153.63

(e) Profit Before Exceptional Item & Tax 848.48 846.60

(f) Exceptional Item 11.20 225.36

(g) Profit Before Tax 837.28 621.24

(h) Payment / Provision for Current Tax and FBT 230.36 120.17

(i) Deferred Tax Expenses/flncome) (8.88) (4.24)

G) Profit After Tax 615.80 505.31

Profit Available for Appropriation 615.80 505.31

Appropriations:-_

General Reserve 65.00 55.00

Proposed / Final Dividend 101.73 83.93

Tax on Proposed/ Final Dividend 16.89 14.26

Balance carried forward 550.80 352.12

Total of Appropriations 615.80 505.31

DIVIDEND:-

Your Directors are pleased to recommend dividend of Rs. 0.40 per Equity share (40%) on 254,314,211 Equity Shares of Rs. 1/- each, for your approval. The proposed dividend is tax free in the hands of shareholders.

OPERATIONS:-

The Net Sales of the Company has decreased to Rs. 7292.18 Mn in FY 2010 as against Rs. 7683.69 Mn in FY 2009, showing decrease of 5.10%.

DO MESTIC SALES :-

The Domestic Sales of the Company increased by Rs. 323.07 Mn i.e. 17.44% from Rs. 1852.11 Mn in FY 2009 to Rs. 2175.18 Mn FY 2010. The Domestic Sales of Pigment Division increased by Rs. 239.24 million from Rs. 405.32 million in FY 2009 to Rs.644.56 million in FY 2010. The Sales of Pigment Division increased due to new Customer base.

The sales of Agro Division increased by Rs. 56.01 million from Rs. 1446.79 million in FY 2009 to Rs. 1502.80 million in FY 2010, due to good monsoon season.

EXPORT SALES

The Export Sales decreased by Rs. 714.57 Mn i.e. 12.25% from Rs. 5831.58 Mn in FY 2009 to Rs. 5117.01 Mn in FY 2010. The Agrochemical Export sales decreased by Rs. 233.57 million i.e. from Rs. 2850.70 Mn in FY 2009 to Rs. 2617.13 Mn in FY 2010 and Pigment Division decreased by Rs. 87.63 million from Rs. 2257.76 Mn in FY 2009 to Rs. 2170.13 Mn in FY 2010. The major impact in export sales is decrease in trading sales by Rs. 393.37 million.

OTHER INCOME

Other income decreased by Rs.33.17 Mn. The lower export sales resulted in decrease in DEPB (Duty Entitlement Pass Book) income.

EXCEPTIONAL ITEMS:-

As per the guide lines issued by Institute of Chartered Accountants of India and Ministry of Corporate Affairs the Company has booked the foreign exchange gain/loss on mark to market basis.

FUTURE STRATEGIES:-

Pigments:

Global demand to rise 3.9% yearly through 2013

The size of the global pigment and dyestuff market is estimated at USD 13.9 Bn in 2009. Of this, the size of the organic pigment market is estimated at USD 9.1 Bn. The market is forecast to grow at a CAGR of 3.9% to emerge as a USD 16.9 Bn market by2013.

The organic pigment market is expected to grow at a faster pace as compared to the dyestuff market. In volume terms, demand will grow 3.5 percent annually to 2.3 million metric tons. While the textile industry will remain the largest consumer of dyes and organic pigments, faster growth is expected in other markets such as printing inks, paint and coatings, and plastics. Strong gains will occur in the Asia/Pacific region and, to a lesser extent, other developing regions such as the Africa/Mideast region and Eastern Europe, while market maturity will limit advances in North America and Western Europe.

The downturn seen in 2009 continued in2010 with some improvements. We expect the market to stabilize in 2011. High raw material cost will no longer be a critical issue in 2011. Despite this expected market condition, we continue to expect pigment users to seek alternate sources affording reasonable growth in 2011 and beyond.

Agrochemicals

The global agrochemical industry is expected to grow at 8.9% CAGR to touch USD 78.3 Bn by 2014, on account of many reasons unparalleled grain prices resulting in increase in demand for pesticides, favorable weather conditions in many parts of the world, increase in crop acreage, etc while Indian market is set to grow 12-15%, given the low penetration and the rising income levels of farmers.

NEW AGROCHEMICAL MANUFACTURING FACILITY AT DAHEJ TO MANUFACTURE 2,4-DANDMCAA

In order to leverage the inherent strengths of global presence and customer confidence, along with the availability of basic raw materials like caustic soda and chlorine from in-house source, MOL has invested in projects for manufacture of 2,4-D - a widely used herbicide, as well as Monochloroacetic acid (MCAA) - the intermediate for 2,4-D; also having many other applications. Both the products have vast growth potential, as the global market for them is huge and growing rapidly.

MOL has also started production of Trichloroacetyl chloride (TCAC), a backward integration project for its insecticide - Chlorpyriphos. The Company has last year expanded its production capacity for Chlorpyriphos The entire project proposal is interlinked with the in-house availability of caustic soda and chlorine. The mother liquor generated during manufacture of TCAC is used in production of MCAA. TCAA is used in production of Chlorpyriphos and MCAA is used in production of 2,4-D. Both TCAC and MCAA use caustic soda and chlorine which are steadily available through pipeline from the adjoining complex of Meghmani FineChem Limited. The projects are synergistic and would result in reduction in cost of production for the connected products. All these projects have been set up at CH-1+2A, GIDC Dahej.

The cost of the Project is firmed up at Rs. 84 Crores. The Project is funded byway of term loan of Rs. 51 Crores and Rs. 33 Crores by way of Internal Accruals. The implementation of the entire chain of new projects is to be undertaken in a phased manner. The operation of MCAA and TCAC is to start in 01 July,2010 and in the Second phase, 2,4-D is likely to start operation by 01 October, 2010.

AGROCHEMICAL FORMULATION EXPANSION AT PANOLIANKLESHWAR

MOL has also set up plant at Panoli, Ankleshwar, for formulation of its active pesticides, to meet the increased demand based on focused efforts for market penetration in retail / branded segment both locally as well as in global markets. An investment of around Rs. 3 Crore has been made, with a planned turnover of Rs.50 crore in 2010-11. The Plant started commercial production on 30th September, 2009. This has been a strategic investment, made with a view to free some of the formulation capacities at Chharodi and Ankleshwar plants and utilize them in a more meaningful manner for manufacture of high value active ingredients. In-house R&D efforts for launch of new generation pesticides are currently on at a priority level. The new formulation plant is likely to boost our presence in markets like Asia, North & Latin America, Africa, Central Asia & East European markets.

Registrations

The focus for the year has remained Brazil and the African markets, as well as getting registrations of three products with the Word Health Organization (WHO) and Food & Agriculture Organization (FAO) under United Nations, which would allow us access to vast tenders floated by these agencies for humanitarian work. To date, 162 registrations have already been received and 440 registrations are applied for in different parts of the world. We have 131 registration of Central Insecticides Board (CIB) of India.

RESEARCH & DEVELOPMENT

Last year, our in house Research and Development unit at our Chharodi plant got recognition from DepartmentofScientificand industrial Research (DSIR), Government of India, Ministry of Science and Technology. It will boost the R&D activities of the Company in off-patent molecules, improvements in process parameters, time cycle optimization, waste management, cost reduction and scale up of new technology from laboratory to production level. The newly set up R&D set up will also enhance the Companys efforts towards attracting contract manufacturing projects. During the year the Company has spent Rs. 19,540,867/- as Research & Development Expenses.

SUBSIDIARY COMPANIES

The Company has following Six subsidiaries.

(1) Meghmani Energy Limited (MEL) - Power Generation

(2) Meghmani Europe BVBA(Meghmani Europe) -Trading Business

(3) Meghmani Organics USA, Inc. -Trading Business

(4) Meghmani Finechem Limited (MFL) - Caustic Chlorine Manufacturing

(5) PT Meghmani Indonesia (Meghmani Indonesia) -Trading Business

(6) Meghmani Chemtech Limited - Manufacturing

A statement of particulars of the said subsidiaries as required under Section 212 of the Companies Act, 1956 is Annexed to this report.

Pursuant to the exemption granted to the Company by the Central Gvernment vide its letter No. 47/552/2010-CL-lll dated 04 June,2010, the company has not attached copies of the Balancesheet and Profit & loss Account, Directors Report and Auditors Report of its Six Subsidiary Companies for the financial year ended on 31 March, 2010 and other documents required to be attached under Section 212 (1) of the Companies Act, 1956, to the Balacnesheet of the company.

The Company will make available these documents/ details upon request by any member of the Company. These documents/details will be available on the Companys website www.meghmani.com and will also be available for inspection by any member of the company at the Registered Office of the Company on any working days except Saturday, between 4.00 p.m. to 6.0 p.m.

In accordance with the requirements of Accounting Standard 21, 23 and 27 issued by Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its subsidiaries have been prepared and the same are annexed to this report.

CAPITAL EXPENDITURE:-

Capital expenditure incurred during the year aggregated to Rs. 622.91 million.

FIXED DEPOSITS:-

The Company has not accepted the fixed deposits during the year under report.

MANAGEMENT & DISCUSSION ANALYSIS REPORT:-

As per clause 49 of the Listing Agreement with the Stock Exchanges, the Management and Discussion analysis, is appended to this report.

CORPORATE GOVERNANCE:-

As per Clause 49 of the Listing Agreement the Corporate Governance information is appended to this report. This report also forms part of Singapore Stock Exchange listing requirements.

DIRECTORS RESPONSIBILITYSTATEMENT:-

In compliance of Section 217 (2AA) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000, the Directors of yourCompany confirm:

a) that the applicable accounting standards have been followed in the preparation of final accounts and that there are no material departures;

b) that appropriate accounting policies have been selected and applied consistently and such judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at March 31,2010 and of the profit of the Company fortheyearended on March 31,2010;

c) 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;

d) that the annual accounts have been prepared on a going concern basis.

ENERGY, TECHNOLOGY, AND FOREIGN EXCHANGE:-

The information to be disclosed under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in The Report Of Board Of Directors) Rules, 1988, with respect to energy, technology, and foreign exchange is annexed separately to form part of this report.

DISCLOSURE OF INFORMATION RELATING TO FOREIGN EXCHANGE OUTGO

Disclosure of information relating to Foreign Exchange outgo as required under Rule 2(c) is already given in Schedule 23 Notes forming part of the Audited Annual Accounts.

DIRECTORS

Mr. A G Shaik was appointed as an Additional Director on the Board of Directors of the Company on 29th January, 2010 as an independent Director. He ceases to be a director on the date of this annual General Meeting. Notice under Section 257 has been received in respect of his appointment as Director on the Board.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association, Mr. Jayanti Patel, Mr. Ashish Soparkar, and Mr. J Vishwanathan retiring by rotation at this Annual General Meeting and being eligible offers themselves for re-appointment.

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the details of Directors seeking re-appointment at the ensuing Annual General Meeting has been provided in the Notice of the Annual General Meeting, forming part of the Annual Report.

EMPLOYEE RELATIONS & PARTICULARS OF EMPLOYEE

The information required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, forms part of this report and is annexed to this report.

AUDITORS

M/s. Patel & Khandwala, Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and being eligible have offered themselves for re-appointment.

The Company has received letter from them to the effect of their reappointment, if made,would be within the prescribed limit under Section 224 (B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

ACKNOWLEDGMENT

Your directors express their sincere thanks to all customers, vendors, investors, bankers, insurance companies, consultants and advisors fortheir continued supportthroughoutthe year.

Your Directors sincerely acknowledges the contribution made by all the employees for their dedicated services to the Company.

For and on behalf of the Board Place: Ahmedabad Jayanti Patel

Date: 07.06.2010 Executive Chairman