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Directors Report of Oriental Aromatics Ltd.

Mar 31, 2022

Your Directors are pleased to present the 50^th Annual Report on business and operations of Oriental Aromatics Limited ("the Companyâ) along with the Audited Financial Statements (Standalone and Consolidated) for the financial year (âFYâ) ended 31^stMarch, 2022 and the report of the Auditors thereon.

1. FINANCIAL HIGHLIGHTS:

The Financial performance of the Company for the year ended 31^st March, 2022 on a Standalone and Consolidated basis, is summarized below:

('' in lakh)
Particulars	Standalone		Consolidated
	2021-2022	2020-2021	2021-2022	2020-2021
Revenue from Operation	86879.19	70883.55	86879.19	70883.55
Other Income	437.69	175.69	440.85	165.41
Profit before exceptional items, depreciation and finance costs	9783.33	15731.14	9693.59	15672.80
Less : Depreciation and amortisation expense	1695.42	1745.93	1701.22	1745.93
Profit before finance costs	8087.91	13985.21	7992.37	13926.87
Less: Finance costs	410.30	240.08	404.50	231.05
Profit before exceptional items and tax expenses	7677.61	13745.13	7587.87	13695.82
Less: Exceptional Items	-	-	-	-
Profit before tax	7677.61	13745.13	7587.87	13695.82
Less : Tax expense	2272.05	3502.48	2257.64	3502.06
Profit for the year	5405.56	10242.65	5330.23	10193.76
Attributable to :
Equity shareholders of the Company	5405.56	10242.65	5330.23	10193.76
Other comprehensive income (''OCI'') Income/(Loss)	(32.67)	(35.58)	(32.67)	(35.58)
Total comprehensive income	5372.89	10207.07	5297.56	10158.17
Balance in retained earnings at the beginning of the year	49717.35	40316.17	49705.38	40353.09
Add: Profit for the year (attributable to equity shareholders of the Company)	5405.56	10242.65	5330.23	10193.76
Less: Transfer to Items other comprehensive income	0.14	-	0.13	-
Less: Dividends including tax on dividend	504.80	841.47	504.80	841.47
Balance in retained earnings at the end of the year	54617.97	49717.35	54530.67	49705.38

2. OPERATIONAL PERFORMANCE/STATE OF COMPANY''S AFFAIRS:

a. Standalone Performance:

During the year under review, the revenue from operations of your Company stood at S 86879 lakh as against IS 70883 lakh for the previous year, showing an increase of 22.57 %.

The Company earned a Profit after tax of S 5406 lakh as against S 10243 lakh for the previous year, thereby registering a decline of 47.23 %.

Due to decrease in the profit, the Earning per share (EPS) decreased from S 30.44 in the previous year to S 16.06 in the year under review.

The net worth of your Company increased to ? 55850 lakh at the end of the FY 2022 from ? 50982 lakh at the end of FY 2021, thereby registering a growth of 9.55%.

b. Consolidated Performance:

The consolidated total sales of your Company for the FY 2021-22, stood at ? 86879 lakh as against ? 70,883 lakh. For the previous year, thereby registering a growth of 22.6%.

The Company earned a Consolidated Profit after tax of ? 5330 lakh as against ? 10,194 lakh for the previous year, thereby registering a decline 47.71 %.

As a result of decrease in the consolidated profit, the Earning per share (EPS) also decreased from ? 30.29 in the previous year to ? 15.84 in the year under review.

The Consolidated net worth of your Company increased to ? 55757 lakh at the end of the FY 2021-22 from ? 50,964 lakh at the end of FY 2020-21 , thereby registering a growth of 9.41%.

Summarizing the operational performance for the financial year 2022 the company witnessed steady demand across all product categories - speciality aroma chemicals, flavours, fragrances and camphor. Our production volumes increased by 9% and our sales volume increased by 12% for the year. We are very happy to report that we crossed the pre pandemic levels of production volumes as well as sales volumes across all our plans. The Consolidated turnover stood at ? 86879 lakh as against ? 70,883 lakh thereby registering a growth of 22.57 %. The aforesaid increase in turnover was due to better sales realisation, higher volumes in speciality Aroma Chemicals and also operational efficiency brought through better and optimum utilization of resources and proper implementing of business policies, plans and strategies.

Our sales realization across all product categories except camphor improved on a year-on-year basis. Camphor is one product where the prices remained a little soft, but we are hopeful that we will be able to see increased demand and some increase in the prices during the festival season.

Due to the global inflation in raw materials, ongoing geopolitical conflict & supply chain challenges resulting from various lockdowns in China, the price of all input costs substantially increased which impacted the profitability for the year.

Your Company continues to focus on value maximization and bringing greater efficiency in overall business including economies of scale and cash flow management.

c. COVID-19:

The business impact of coronavirus pandemic COVID-19 is far-reaching and deeply felt in every industry. The pandemic has caused unprecedented organizational disruption. But it also has offered valuable lessons about the way we workâ and created significant opportunities. To meet the challenges posed by the pandemic, the Company reacted in agile and decisive way. As we move into the next phase, the Company ensures to seek out and seize the opportunities emerging in the recovery and to continue winning in their market places as greater certainty and stability return.

Your Company remains committed to the fight against the pandemic and is catering to the needs of "essential services" and it continues to take all necessary steps in protecting the interests of its customers, suppliers, employees and other stakeholders. During the year, the Company has commissioned a plant in Vadodara to manufacture Speciality Aroma Chemicals in November, 2021 and also commissioned the capacity expansion of Terpinol plant in Bareilly. All our capital investment programs in Baroda, Bareilly and Mahad are running within the prescribed timelines. However, they are facing moderate delays due to a combination of factors which include the COVID-19 impact challenges in the global supply chain, steel prices and the other current geo political situations.

We are sure that due to the Company''s focus on value maximization, supported by optimal use of its manufacturing facilities, its expansion plans and an efficient team, we would overcome any challenges that might come in our way of achieving our goals.

During the year amidst the pandemic, the Company and the Gateway School of Mumbai launched a vaccination drive for its employees, school children and their family members to ensure their safety and well being. The vaccination drive was arranged for four days in the month of June, July and September, 2021 which covered around 2497 number of people. Held across four days, the process was smoothly conducted with minimum waiting times and in utmost sanitized and safe conditions. The drive also extended free vaccination for the beneficiaries of Udayan Care, an NGO.

3. DIVIDEND:

Your Directors had based on Company''s performance, declared an Interim Dividend of ?1.5/- per share (30%) on the Paid up Equity shares of face value of ? 5/- each of the Company amounting to ? 5,04,80,364/- (Rupees five crore four lakh eighty thousand three hundred and sixty four only) for the FY 2021-22 to those members whose names appeared on the Register of Members of the Company on the 10^th December, 2021, being the Record date for payment of Interim Dividend.

Your Directors after considering various external and internal factors, have deemed it prudent not to recommend any final dividend on equity shares for the year ended 31^st March, 2022.

4. TRANSFER TO RESERVES:

Your Directors do not propose to transfer any amount to reserves for the FY ended 31^st March, 2022.

5. SHARE CAPITAL:

a. Authorized Capital

The Authorized share capital of the Company as on 31^st March 2022 stood at ? 35,00,00,000/- (Rupees Thirty Five Crore only) comprising of 7,00,00,000 Equity shares of ? 5/- each.

b. Paid Up Capital

The paid up Capital of the Company as on 31^st March 2022 stood at ? 16,82,67,880/- (Rupees Sixteen crore eighty-two lakh sixty-seven thousand eight hundred and eighty only) comprising of 33,653,576 shares of ? 5/- each.

6. DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013:

During the year under review your Company has not accepted any Deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

7. FINANCE AND ACCOUNTS:

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on 31^st March, 2022 have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (hereinafter referred to as âThe Actâ) read with the Companies (Accounts) Rules, 2014 as amended from time to time. The estimates and judgements relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company''s state of affairs, profits and cash flows for the year ended 31^st March 2022. The Notes to the Financial Statements adequately cover the standalone and consolidated Audited Statements and form an integral part of this Report.

8. SECRETARIAL STANDARDS:

Your Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2, relating to âMeetings of the Board of Directors'' and âGeneral Meetings'', respectively, have been duly followed by the Company.

9. BUSINESS RESPONSIBILITY REPORT:

A detailed report on the initiatives taken by the Company is provided in the business responsibility report, a copy of which is available on the Company''s website www.orientalaromatics.com. For Business Responsibility Report as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) , kindly refer Business Responsibility Report section which forms part of this Annual Report.

10. MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which this report relates and the date of the report.

11. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators/courts that would impact the going concern status of the Company and its future operations.

12. CONSOLIDATED FINANCIAL STATEMENTS :

As stipulated under the provisions of the Companies Act 2013 and SEBI Listing Regulations, the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards issued by Institute of Chartered Accountants of India (ICAI). The Audited Consolidated Financial Statement together with Auditors'' Report forms part of the Annual Report.

13. PERFORMANCE HIGHLIGHTS OF SUBSIDIARIES:

a. PT Oriental Aromatics (Indonesia)

Your Company has only one overseas subsidiary namely PT Oriental Aromatics in Indonesia which is engaged in the business of flavors and fragrances. During the FY 2021-22, it recorded a total profit of ? 2.68 lakh due to reversal of provisions not required. It''s in the process of closing it''s operations. There are no associate companies within the meaning of section 2(6) of the Act.

Pursuant to the provisions of Section 129 (3) of the Act, a statement containing the salient features of financial statements of the Company''s subsidiaries in Form AOC-1 is attached as âAnnexure Aâ- to the Board''s Report.

b. Oriental Aromatics & Sons Limited

Oriental Aromatics & Sons Limited was incorporated as wholly owned subsidiary of Oriental Aromatics on 27^thDecember, 2019 which is engaged in the business of Speciality Aroma Chemicals, Flavors and Fragrances. During FY 2021-22, it recorded a total loss of ? 78 lakh. The Company has not yet commenced its operations.

14. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Internal control systems of the Company are commensurate with its size, scale and the nature of its operations.Internal control review assumes greater importance in the light of current economic downturn. Your Company has maintained a proper and adequate system of internal controls. Monitoring and assessment of internal controls across various functions is performed through continuous evaluations to ensure that the implemented internal control system is effective. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal auditor, corrective actions are undertaken in the respective areas and thereby strengthening the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

15. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

There were no loans or guarantees given or securities provided by the Company except investments made in wholly owned subsidiary (WOS), Oriental Aromatics & Sons Limited, for which Section 186 of the Companies Act, 2013 is not applicable.

Further, the details of investments in WOS are given in Notes to the financial statements forming part of Annual Report.

16. RELATED PARTY TRANSACTIONS:

All Related Party Transactions that were entered into during the FY 2021-22 were on arm''s length basis and in the ordinary course of business.

All transactions entered into with the Related Parties as defined under the Companies Act, 2013 and Regulation 23 of the SEBI Listing Regulations during the financial year under review were on arm''s length basis and thus a disclosure in Form AOC-2 in terms of Section 134 of the Act is not required. Further, there are no material related party transactions during the year under review. Related party transactions have been disclosed under significant accounting policies and notes forming part of the Financial Statements in accordance with âIND ASâ.

As required under Regulation 23(1) of the SEBI Listing Regulations, the Company has formulated a policy on dealing with Related Party Transactions. The policy on dealing with Related Party Transactions as approved by the Board is uploaded on the Company''s website www.orientalaromatics.com and the weblink thereto is:

http://www.orientalaromatics.com/documents/corporate-governance/policies/policy-on-related-party-transactions.pdf

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. COMPOSITION:

The Board comprises of 8 (eight) directors, out of which 4(four) are independent directors.

b. RE-APPOINTMENT/APPOINTMENT:

In terms of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Satish Kumar Ray (DIN: 07904910), Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Mr. Satish Kumar Ray (DIN: 07904910), as Whole Time Director designated as Executive Director-Operations of the Company, shall be completing his tenure of five years on 15^th August, 2022. The Board of Directors at its meeting held on 10^th May, 2022 has recommended his re-appointment as Executive Director-Operations of the Company for a further period of five years with effect from 16^th August, 2022, to the members in the 50^th Annual General Meeting.

As required under the SEBI Listing Regulations, particulars of Director seeking appointment/re-appointment at the ensuing General Meeting has been given under Corporate Governance Report and in the Notice of the 50^th Annual General Meeting. The aforesaid Director is not disqualified from being appointed as Director, as specified in Section 164 of the Companies Act, 2013.

The proposal regarding the re-appointment of the aforesaid Director is placed for your approval. The Board of Directors recommends their re-appointment.

c. DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors of Company have given the declarations that they meet the criteria of Independence as prescribed pursuant to the provisions of Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of SEBI Listing Regulations, as amended from time to time and are independent of the management.

d. NUMBER OF MEETINGS OF THE BOARD:

During the year five (5) Board Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI Listing Regulations. Detailed information on the meetings of the Board and Committees are included in the Corporate Governance Report, which forms part of this Annual Report.

e. FAMILARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

The Company has set Familiarization programme for Independent Directors with regard to their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business model of the Company etc. The details of which are available on the website of the Company www.orientalaromatics.com. The Weblink of the same is as below:

http://www.orientalaromatics.com/documents/corporate-governance/policies/familiarization-program.pdf

For details of the Familiarisation programme conducted, kindly refer Corporate Governance Report which forms part of this Annual Report.

f. BOARD EVALUATION:

In terms of the provisions of the Companies Act, 2013 and SEBI Listing Regulations, a structured questionnaire was prepared after taking into consideration the various aspects of the Board functioning like composition of the Board and its committees, culture, execution and performance of Specific duties, obligations and governance.

The Board carried out an annual performance evaluation of its own performance, individual directors as well as the working of the committees of the board. The performance evaluation of board and committees was carried out by the board after seeking all inputs from all the directors on the basis of criteria such as composition, structure, effectiveness and functioning of the Board and its respective committees.

The performance evaluation of the individual directors was carried out by the entire board excluding the director being evaluated.

In the separate meeting of independent directors, performance evaluation of the chairperson and the non-independent directors and Board as a whole was carried out taking into account views of executive and non-executive directors. The overall performance of Chairman, Executive directors, Non-executive directors, Board and Committees of the Board was found satisfactory.

g. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

During the FY 2021-22, there was no change in Directorate and KMPs.

In terms of the provisions of Section 2(51) and Section 203 of the Act, the following are the KMP of the Company:

Mr. Dharmil A. Bodani - Chairman and Managing Director

Mr. Shyamal A Bodani - Executive Director

Mr. Bhadreshkumar Pandya - Executive Director- Operations

Mr. Satish Kumar Ray - Executive Director- Operations

Mr. Parag K. Satoskar - Chief Executive Officer

Mr. Girish Khandelwal - Chief Financial Officer

Ms. Kiranpreet Gill -Company Secretary and Compliance Officer

Ms. Anita Satoskar- Chief Research & Development Officer (appointed pursuant to the provisions of Section 2(51) of the Act)

18. 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 a part of this Annual Report, as per SEBI Listing Regulations.

19. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required under the provisions of SEBI Listing Regulations forms part of this Annual Report.

20. DIRECTORâS RESPONSIBILITY STATEMENT:-

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, your Directors hereby state and confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed, and there have been no material departures.

b. Such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent to give a true and fair view of the Company''s state of affairs as at 31^st March, 2022 and of the Company''s profit for the year ended on that date.

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The annual financial statements have been prepared on a going concern basis.

e. That internal financial controls were laid down to be followed and that such internal financial controls were adequate and were operating effectively.

f. Proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

21. DISCLOSURES RELATED TO POLICIES:

a. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to Section 135 of the Companies Act, 2013 and the Rules made there under, the Board of Directors has constituted the Corporate Social Responsibility (CSR) Committee under the Chairmanship of Mr. Shyamal A. Bodani, Executive Director (DIN:00617950). The Company undertakes CSR activities in accordance with the CSR Policy. The Company has adopted a strategy for undertaking CSR activities either directly or through Keshavlal V. Bodani Education Foundation/ other implementing agencies, as deemed appropriate, and is committed to allocating at least 2% of average net profit of the last 3 years.

The Company has identified and adopted projects as per the activities included and amended from time to time in Schedule VII of the Companies Act, 2013. Accordingly, the Company focuses on areas towards promoting educational facilities for the students having learning disabilities by making contribution to Keshavlal V.Bodani Education Foundation.

During the FY 2021-22, in addition to making contribution to Keshavlal V.Bodani Education Foundation, your Company also made contribution to various other schools i.e. Kasturba Gandhi Balika Vidyalay in Bareilly, Dampara School in Vadodara, Zilla Parishad Shala Bohonoli in Ambernath towards promoting educational facilities for the students.

Your Company also spent towards promotion of health care, disaster management to combat COVID-19 through contribution to Nandesari Industries Association situated at Vadodara and to Global Hospitals - Super Speciality & Transplant Centre in Mumbai and Krishna Institute of Medical Science.

The Corporate Social Responsibility Policy is available on the website of the Company www.orientalaromatics.com and the web-link thereto is as below: http://www.orientalaromatics.com/documents/corporate-governance/policies/csr-policy.pdf

During the FY 2021-22, the Company has spent the amount of ^525 lakh towards the CSR initiatives. The disclosure relating to the amount spent and the details of the activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is provided in âAnnexure-Bâ forming part of this report and the web-link thereto is as below:

https://www.orientalaromatics.com/corporate-announcements/CSRProiects2021-22.pdf

b. NOMINATION AND REMUNERATION POLICY:

In terms of the provisions of the Companies Act, 2013 and the SEBI Listing Regulations as amended from time to time, the policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Committee and approved by the Board by Directors.

The objective of the Policy is:

i. to lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive/Non-Executive/Independent) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration

ii. to specify the manner for effective evaluation of performance of Board, its committees and individual directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance.

iii. to recommend to the Board, appointment and removal of Director, KMP and Senior Management Personnel.

iv. to assist the Board in ensuring that the Board nomination process is in line with the diversity policy of the Board relating to gender, thought, experience, knowledge and perspectives.

The remuneration has been paid as per the Nomination and Remuneration Policy of the Company. The policy may be accessed on the website of the Company at www.orientalaromatics.com and weblink thereto is:

http^www.orientalaromatics.com/documents/corporate-governance/policies/NomNRemPol.pdf

c. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has a vigil mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The objective of the Policy is to explain and encourage the directors and employees to report genuine concerns or grievances about unethical behavior, actual or suspected fraud or violation of the company''s Code of Conduct or Ethics Policy.

The Vigil Mechanism may be accessed on the Company''s website at www.orientalaromatics.com at the link: http^www.orientalaromatics.com/documents/corporate-governance/policies/vigil-mechanism.pdf

d. MATERIAL SUBSIDIARY POLICY:

Pursuant to the provisions of Regulation 16(1)(c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Policy for determining Material Subsidiaries laying down the criteria for identifying material subsidiaries of the Company.

The Company does not have any Material subsidiary.

The Policy may be accessed on the website of the Company at the link:

http://www.orientalaromatics.com/documents/corporate-governance/policies/POLMatSubsidiary.pdf

e. RISK MANAGEMENT:

We believe that effectively monitoring and managing risks is the key to achieving the Company''s strategic objectives. The Company has a robust Business Risk Management framework to identify and evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance Company''s competitive advantage.

i. Risk Management Committee:

The Company has formed Risk Management Committee (RMC) to determine Key Risks, and to ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company. The members may refer Corporate Governance report for composition and terms of reference of the Committee

ii. Risk Management Policy:

The Company has adopted Risk Management Policy in compliance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, 2015, which promotes a proactive approach in analysis, reporting and mitigation of key risks associated with the business in order to ensure a sustainable business growth. It provides the Risk Management framework which is designed to protect and add value to the organization and its stakeholders through supporting the organization''s objectives by improving decision making, planning and prioritization by comprehensive and structured understanding of business activity, volatility and project opportunity/threat

The Risk Management Framework adopted by OAL provides comprehensive view of risk management to address risks inherent to strategy, operations, finance and compliance and their resulting organizational impact. The Risk Management framework comprises of:

â¢ Risk management process; and

â¢ Risk management organization structure

The Risk management process adopted by OAL has been tailored in accordance with the business processes of the organization. Risk Management Committee periodically reviews the Risk management Policy of the Company so that the Management can control the risk through properly defined network. The responsibility for identification, assessment, management and reporting of risks and opportunities primarily rests with the business managers as they are best positioned to identify the opportunities and risks they face, evaluate these and manage them on a day to day basis. The Risk Management Committee provides oversight and reports to the Board of Directors. Broadly categorizing, the process consists of the following stages/steps:

- Establishing the Context

- Risk Assessment (identification, analysis & evaluation)

- Risk Treatment (mitigation plan)

- Monitoring, review and reporting

- Communication and consultation

The Risk management organization structure including the key roles and responsibilities is summarized as follows: Board of Directors:

The Board, through the Audit Committee oversees the establishment and implementation of an adequate system of risk management across the company.

Audit Committee:

- The Audit Committee reviews on Bi-Annually, the risk assessment & minimization procedures across the Company after review of the same by the Risk Management Committee.

- It assists the Board in independently assessing compliance with risk management practices.

Risk Management Committee:

- Risk Management Committee is chaired by Independent Director. The Committee seeks to identify the key business risks.

- It developes risk response processes and assesses adequacy of responses for the key risks identified through the risk management framework

- Ensures the implementation of risk mitigation plans

- Monitors the Key Risk Indicators (KRIs) of the Enterprise and Functional Level Key Risks.

- Prepares and Updates the Corporate Level Key Risk register and present half yearly reports to the Audit Committee/ Board.

Site Level Risk Management Committee:

The Committee sets the risk management procedures and coordinates with risk unit owners in reporting key risks to the Risk Management Committee.

Risk Unit Owners:

Risk unit owners in consultation with Officer in charge at a plant/unit assess the risk by determining its probability of occurrence and its impact with an objective of reporting key risks to the Site Level Risk Committee.

The Risk Unit owners are responsible for preparing and consolidating the report and the same is reviewed by the Site Level Risk Committee.

iii. Key Risks & Description:

- Financial Risks:

The Company is exposed to market risk (including foreign exchange risk, interest rate risk and other price risk), credit risk and liquidity risk.

- Operational Risks:

The Company is exposed to operational risks associated with operational uncertainties including supply chain disruptions, high energy costs risk, production risks including shortage of manpower, Logistics issues, quality assurance, Leakage, Spillage, Fire, Explosion etc .

- Cyber Risks:

Data Loss from cyber attacks (Hardware Failure/Data Corruption), Hacking/Data Leakage.

- Environment, Health & Safety Risks:

The Company is exposed to certain Environment, Health & Safety Risks which include climate change related risks, spread of diseases like COVID-19, uncertain hazardous incidents like leakage, spillage, fire, explosion, and toxic release from tank due to improper handling and storage of flammable material, amongst others.

Your Company aims to reduce carbon emissions and is continuously taking steps to preserve the nature. It also ensures that health & safety measures are in place to ensure containment of harmful diseases and hazardous activities.

- Regulatory & Policy risk:

The Company is exposed to change in government policies and regulatory framework of the industry in which the Company operates. Macroeconomic and business conditions also impacts the Company''s operations at large

The Company''s risk management strategies focus on the un-predictability of these elements and seek to minimise the potential adverse effects of these risks on its operational & financial performance The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The risk-related information outlined above in this section is not exhaustive.

f. DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has approved and adopted a Dividend Distribution Policy which endeavours for fairness, consistency and sustainability while distributing profits to the shareholders. The Policy is available on the Company''s website www.orientalaromatics.com at https://www.orientalaromatics.com/documents/corporate-governance/policies/DivDistPolicy.pdf

g. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (âPOSH Act'') and Rules made thereunder, the Company has formed Internal Committees (âIC'') at all its workplaces to address complaints pertaining to sexual harassment in accordance with the POSH Act. The Company has a detailed policy for prevention of sexual harassment which ensures a free and fair enquiry process. While maintaining the highest governance norms, the Company has appointed external committee member who has prior experience in the areas of women empowerment and prevention of sexual harassment.

Your Directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. To build awareness in this area, the Company conducted awareness session for all the employees.

22. AUDITORS AND AUDITORS REPORTS:

a. STATUTORY AUDITORS:

At the Company''s 46^th Annual General Meeting held on 24^th September, 2018, M/s Bagaria & Co LLP (Reg. No. 113447W/W-100019), Chartered Accountants were appointed as statutory Auditors of the Company for a period of 5 years till the conclusion of 51^st Annual General Meeting.

The Auditors Report to the shareholders for the year under review does not contain any qualification, reservation, disclaimers or adverse remarks.

b. SECRETARIAL AUDITOR:

The Secretarial Audit report, as issued by the auditors in Form MR-3 does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

The Board has on the recommendation of the Audit Committee re-appointed M/s. Shreyans Jain & Co., Practicing Company Secretaries, as Secretarial Auditor, for conducting Secretarial Audit of the Company for the FY 2022-2023.

c. COST AUDITOR:

Pursuant to the provisions of Section 148(2) of the Companies Act, 2013 read with the Companies (Cost Records and Audit), Amendment Rules 2014, the Board had appointed M/s V. J. Talati & Co, Cost Accountants as cost auditors to conduct the audit of Cost accounting records for the FY 2021-22

The Cost Audit report for the FY 2020-21 was filed with Ministry of Corporate Affairs on 06^th August, 2021.

The Board has on the recommendation of the Audit Committee, re-appointed M/s V. J. Talati & Co., Cost Accountants to conduct the audit of the cost accounting records of the Company for FY 2022-23 at a remuneration of ? 1,45,000/-plus Service Tax & re-imbursement of out-of- pocket expenses. The remuneration is subject to the ratification of the Members in terms of Section 148 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and is accordingly placed for your ratification.

23. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and Rules framed thereunder.

24. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the year under review, your Company has transferred a sum of ? 5,27,453/- (Rupees Five Lakh Twenty-Seven Thousand Four Hundred and Fifty-three only) to Investor Education and Protection Fund, in compliance with the provisions of Section 125 of the Companies Act, 2013. The said amount represents dividend for the FY 2013-14 which remained unclaimed by the members of the Company for a period exceeding 7 years from its due date of payment.

As per the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended (âIEPF Rules''), the Company has uploaded the information in respect of the unclaimed dividends as on 31.03.2021 on the website of the Company at www.orientalaromatics.com and the weblink is:

https://www.orientalaromatics.com/investorrelations.php

Pursuant to the provisions of Section 124 of the Act read with the IEPF Rules, all the shares on which dividends remain unpaid or unclaimed for a period of seven consecutive years or more shall be transferred to the demat account of the IEPF Authority as notified by the Ministry of Corporate Affairs. Accordingly, the Company has transferred 2428 Equity Shares of face value ? 5 per share to the demat account of the IEPF Authority during FY 2021-22.

The Company had sent individual notice to all the Members whose shares were due to be transferred to the IEPF Authority and had also published newspaper advertisements in this regard. The details of such shares transferred to IEPF are uploaded on the website of the Company at https://www.orientalaromatics.com/investorrelations.php

The Company has appointed a Nodal Officer and Deputy Nodal Officer under the provisions of IEPF, the details of which are available on the Company''s website at https://www.orientalaromatics.com/investorrelations.php

25. INSURANCE:

The Company''s buildings, plant & machinery and inventories have been adequately insured. Loss of profit with respect to both factories has also been adequately insured.

26. ENVIRONMENTAL COMPLIANCE AND SAFETY:

Your Company gives great importance to pollution control and environment protection and efforts are made at each stage of manufacturing process to maximize recovery, conserve water and to minimize effluents and emissions. The Company has policies in place with regards to the Sustainable Environment, Energy consumption, local pollution and biodiversity. As required by the local authorities the Company submits necessary analytical reports. Environment Audit is conducted on regular basis and reports are submitted to the concerned authorities.

Your Company has a compliance certification of Environmental Management Systems (EMS) ISO 14001:2015 which helps an organization to achieve the intended outcomes of its environmental management system, enhancement of environmental performance, achievement of environmental objectives, fulfillment of compliance obligations.

27. LISTING OF SECURITIES:

The Equity Shares of the Company are listed at BSE Limited (BSE) and NSE. The Shares are under compulsory dematerialization list of the Securities & Exchange Board of India. As on 31^st March 2022, total 3,25,93,972 shares representing 96.85% of Companies Equity Share Capital have been dematerialized. The Company has paid Annual Listing fees for the FY 2022-23 to the stock exchanges where it is listed.

28. INDUSTRIAL RELATIONS:

The relations with the employees of the Company remained peaceful and cordial during the year under review.

29. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31^stMarch, 2022 is available on the Company''s website at the link the Company''s website at the link https://www.orientalaromatics.com/documents/inspection-documents/AR2021-22.pdf

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

As required by the Companies (Accounts) Rules, 2014, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgoings respectively, is given in the âAnnexure- Dâ to this report.

31. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1), Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached herewith as âAnnexure-Eâ.

32. GREEN INITIATIVE:

Your Company has considered and adopted the initiative of going green minimizing the impact on the environment. To support the company''s âGreen Initiative'', members who have not yet registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronic form and with our Registrar and Share Transfer Agent- M/s Link intime India Private Limited (RTA) in case the shares are held by them in physical form.

33. ACKNOWLEDGEMENT:

Your Directors wish to express their sincere appreciation and are thankful to the Company''s customers, vendors, and investors for their continuous confidence and patronage. The Director''s also thank the financial institutions, business associates, regulatory and governmental authorities for their co-operation, support and guidance.

The Directors appreciate and value the unflinching support and the contribution made by every employee of the Company including all the workmen at the manufacturing plants in these challenging times.

Mar 31, 2018

Dear Members,

The Directors are pleased to present the 46^th Annual Report on business and operations of your company together with the Audited Financial Statements (Standalone and consolidated) for the financial year (FY) ended 31^st March, 2018 and the Report of the Auditors thereon.

1. FINANCIAL RESULTS:

The Financial performance of the Company for the year ended 31^st March, 2018 is summarized below:

(Rs. In Lakh)

Particulars	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
Revenue from Operations	50,542.15	45,556.26	50,603.31	45,775.08
Profit before Interest, Depreciation and Tax	6995.88	5935.68	6,510.47	6,383.48
Cash Profit	4759.73	4202.50	4,230.6	4,438.70
Earnings before Interest and Taxes	5520.19	4513.80	5,028.16	4,953.24
Net Profit after Tax	3032.99	2560.77	2,498.17	2,788.60
Tangible and Intangible Assets (Ex Goodwill)	20,661.50	18143.98	20,726.89	18,143.98
Gross Debt	13,188.43	9969.45	13,188.43	10,479.29
Earnings Per Share	36.05	30.44	29.69	33.14
Net Worth	29,963.23	27,372.97	29,259.81	27,152.35

Note: Pursuant to the approval of the Scheme of Amalgamation by the Honâble National Company Law Tribunal (âNCLTâ) vide its order dated 16^th November 2017, the entire business and all assets, liabilities of erstwhile Oriental Aromatics Limited (transferor Company), holding Company of your Company were transferred to and vested in your Company, being transferee Company, from 1^st April, 2016, the appointed date. Accordingly, the effect of the Scheme has been given in these financial statements and figures for FY 2016-17 have been restated.

2. OPERATIONAL PERFORMANCE/STATE OF COMPANYâS AFFAIRS: Standalone Performance:

The revenue from operations of your Company for the Financial Year (FY) 2017-18, stood at Rs. 50,542.15 lakh as against Rs. 45,556.26 lakh showing an increase of 10.94 %.

The Company earned a Profit after tax of Rs. 3,032.99 lakh as against Rs. 2,560.76 lakh for the previous year, thereby registering a growth of 18.44%. The Company managed to register this growth mainly due to better sales realisation.

Due to increase in the profit, the Earning per share (EPS) increased from Rs. 30.44 in the previous year to Rs. 36.05 in the year under review.

The net worth of your Company increased to Rs. 29,963.23 lakh at the end of the FY 2017-18 from Rs. 27,372.97 lakh at the end of FY 2016-17, thereby registering a growth of 9.46%.

Your Company performed well during the year by efficiently managing the resources, which resulted into improved performance and increase in profit and EPS.

Consolidated Performance:

The entire business and all assets, liabilities, duties and obligations of erstwhile Oriental Aromatics Limited, âthe Transferor Companyâ, engaged in the business of fragrance and flavours, were transferred to and vested in Oriental Aromatics Limited (Formerly Camphor and Allied Products Limited) , âthe Transferee companyâ from 1^st April, 2016, the appointed date, pursuant to the approval of the scheme of amalgamation (âthe schemeâ) by the Honâble National Company Law Tribunal, Mumbai Bench (NCLT) on 16^th November, 2017 which became effective on 2^nd January, 2018.

Accordingly, the effect of the scheme was also given in the financial statements for the financial year FY 2016-17, appointed date being 1^st April 2016. Hence, the results for FY 2016-17 include financials of the erstwhile Oriental Aromatics Limited, which amalgamated with your Company and therefore are not strictly comparable with those of the previous year.

The consolidated total sales of your Company for the FY 2017-18, stood at Rs. 50,603.31 lakh as against Rs.45,775.08 lakh, showing an increase of 10.54 %

The Company earned a Consolidated Profit after tax of Rs. 2,498.17 lakh as against Rs. 2788.60 lakh for the previous year, thereby resulting in decrease in the profit by 10.41%.

Inspite of increase in the total consolidated revenue, the Companyâs profitability reduced mainly due to the operational loss in its subsidiary.

As a result of decrease in the consolidated profit, the Earning per share (EPS) also decreased from Rs. 33.14 in the previous year to Rs. 29.69 in the year under review.

The Consolidated net worth of your Company increased to Rs. 29,259.81 lakh at the end of the FY 2017-18 from Rs. 27,152.35 lakh at the end of FY 2016-17, thereby registering a growth of 7.76%.

Post amalgamation your Company continues to focus on value maximization and bringing greater efficiency in overall business including economies of scale and cash flow management and is carrying on consolidated operations through optimum utilization of combined resources of the amalgamated Companies.

3. DIVIDEND:

Your Company is rewarding its shareholders by way of consecutive dividends considering the consistent financial performance of your Company and promising future prospects while retaining capital to maintain a healthy Capital Adequacy Ratio to support future growth. Your Directors have recommended a dividend of Rs. 2/- per share (20%) on the Paid up Equity shares of face value of Rs. 10/- each for the FY 2017-18, aggregating to Rs. 1,68,26,788/- (Rs. 1.5 per share (15%) in the previous year) to those shareholders whose name appear on the Register of members as on 14^th September 2018, subject to the approval of members at the 46^th Annual General Meeting.

4. TRANSFER TO RESERVES:

Your Directors do not propose to transfer any amount to reserves for the FY ended 31^st March, 2018.

5. AMALGAMATION:

The Scheme of Amalgamation (âthe schemeâ) of Oriental Aromatics Limited (the âTransferor Companyâ) with Camphor and Allied Products Limited (the âTransferee Companyâ / the âCompanyâ) and their respective Shareholders and Creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with the Companies (Companies, Arrangements and Amalgamations) Rules, 2016 was approved by the Honâble National Company Law Tribunal, Mumbai Bench on 16^th November , 2017.

6. SHARE CAPITAL:

a. Authorised Capital

As per the scheme, the authorized share Capital of the Company increased by the amount equivalent to the authorized share capital of the Transferor Company with effect from 2^nd January 2018. Thus the Authorised share capital of the Company increased from Rs. 10,00,00,000/- (Rupees Ten Crore only) to Rs.14,00,00,000/- (Rupees Fourteen Crore only). The paid up Capital of the Company as on 31^st March 2018 was Rs. 14,00,00,000/- (Rupees Fourteen Crore only) comprising of 1,40,00,000 shares of Rs. 10 each.

b. Paid Up Capital

As per the scheme, 29,60,280 equity shares of Rs. 10/- each held by Transferor Company in the Equity share capital of the Transferee Company, got cancelled and share capital of the Company reduced to that extent. Further 62,40,000 equity shares of Rs. 10/- each at par were issued and allotted to the shareholders of the Transferor Company as on 23^rd January 2018.

The paid up share capital of the Company increased from Rs. 5,13,36,740/- (Rupees Five Crore Thirteen lakh Thirty -Six Thousand Seven Hundred and Forty only) to Rs. 8,41,33,940/- (Rupees Eight Crore Forty-One Lakh Thirty-Three Thousand Nine Hundred and Forty only) on allotment of 62,40,000 (Sixty-Two Lakh Forty Thousand only) equity shares of face value Rs. 10/- (Rupees Ten) each fully paid constituting 74.17% of the total paid-up equity share capital of the Company with voting rights of the Company, as per the share exchange ratio prescribed in the approved Scheme of Amalgamation being 1.56 equity shares of the Company for every 1 equity share of the Transferor Company, to the shareholders of Transferor Company on the Record Date being 3^rd January, 2018.

The paid up Capital of the Company as on 31^st March 2018 was Rs. 8,41,33,940/- (Rupees Eight Crore Forty-One Lakh Thirty-Three Thousand Nine Hundred and Forty only) comprising of 8413394 shares of Rs. 10 each.

7. CHANGE OF NAME

The name of the Company was changed from Camphor and Allied Products Limited to Oriental Aromatics Limited pursuant to the Scheme of Amalgamation and the Certificate of Incorporation dated 26^th February , 2018, issued by the Registrar of Companies, subsequent to change in the name of the company from âCamphor and Allied Products Limitedâ to âOriental Aromatics Limitedâ,.

8. DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013:

During the year under review your Company has not accepted any Deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of .Deposits) Rules, 2014.

The Company had 2 deposits of Rs. 60,000/- (Rupees Sixty thousand only) as on 31^st March, 2017 which remained unclaimed. The amount remaining unclaimed for a period of 7 years from the due date of maturity shall be transferred to Investor Education Protection Fund (IEPF) in terms of the provisions of the Companies Act 2013. Out of two deposits of Rs. 60,000/- one deposit of Rs. 40,000/ (Rupees Forty Thousand only) got due for transfer to IEPF and was duly transferred to the fund on 25^th July, 2017 and other deposit of Rs. 20,000/- (Rupees Twenty Thousand only) on becoming due was duly transferred to IEPF on 06^th November, 2017.

9. SECRETARIAL STANDARDS

Your Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2, relating to â Meetings of the Board of Directorsâ and âGeneral Meetingsâ, respectively, have been duly followed by the Company.

10. MATERIAL CHANGES AND COMMITMENTS:

Commencement of Commercial Production at Multipurpose plant:

Your directors are pleased to inform that the Commercial production at the Companyâs multipurpose plant situated at Vadodara, Gujarat commenced on 7^th May, 2018. In the plant the Specialty Aroma Chemicals including products developed from R&D are being manufactured.

11. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators/courts that would impact the going concern status of the Company and its future operations.

12. ADOPTION OF INDIAN ACCOUNTING STANDARDS (IND AS)

The Ministry of Corporate Affairs (MCA), vide its notification in the Official Gazette dated 16^th February, 2015, notified applicability of Ind AS (Indian Accounting Standard) to a certain class of Companies. Accordingly, Ind AS was applicable to your Company for the accounting period beginning 1^st April, 2017 with a transition date on 1^st April, 2016. Your Company has adopted the Ind AS and the financial statements comply with all aspects with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act. The comparative financial information of the Company for the year ended 31^st March, 2017 and the transition date opening balance sheet as at 1^st April, 2016 included in the Ind AS financial statements, are based on the previously issued statutory financial statements for the years ended 31^st March, 2017 and 31^st March, 2016 prepared in accordance with the Companies (Accounting Standards) Rules, 2006 (as amended) and adjustments to those financial statements for the differences in accounting principles adopted by the Company on transition to the Ind AS.

13. CONSOLIDATED FINANCIAL STATEMENTS

As stipulated under the provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, hereinafter referred to as âListing Regulationsâ, the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards issued by Institute of Chartered Accountants of India (ICAI). The Audited Consolidated Financial Statement together with Auditorsâ Report forms part of the Annual Report.

14. PERFORMANCE HIGHLIGHTS OF SUBSIDIARIES:

Pursuant to the Scheme of Amalgamation becoming effective from 2^nd January 2018, the subsidiaries of the Transferor Company âErstwhile Oriental Aromatics Limitedâ became the subsidiaries of your Company.

In view of the same now the Company has following two subsidiaries. There are no associate companies within the meaning of section 2(6) of the Act.

a. Oriental Aromatics Inc. (USA)

The Company has one subsidiary in USA i.e Oriental Aromatics Inc. There are no operations in this subsidiary. Company is in the process of closing it down.

b. PT Oriental Aromatics (Indonesia)

The Company has its other overseas Subsidiary, PT Oriental Aromatics in Indonesia which is engaged in the business of flavors and fragrances. During the FY 2017-18, it recorded a total loss of Rs. 114.40 lakh.

Pursuant to the provisions of Section 129 (3) of the Act, a statement containing the salient features of financial statements of the Companyâs subsidiaries in Form AOC-1 is attached as âAnnexure Aâ- to the Boardâs Report.

15. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Companyâs Internal Control System, commensurate with the size, scale and complexity of its business operations. Your Company has maintained a proper and adequate system of internal controls. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

16. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

There were no loans given, investments made, guarantees given or securities provided by the Company covered under Section 186 of the Companies Act, 2013.

17. RELATED PARTY TRANSACTIONS:

All Related Party Transactions that were entered into during the FY 2017-18 were on armâs length basis and in the ordinary course of business.

The policy on dealing with Related Party Transactions as approved by the Board is uploaded on the Companyâs website http://camphor-allied.com/RPT%20policy.pdf

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is annexed as âAnnexure-Bâ to the Boardâs Report.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. COMPOSITION:

During the year under review the Board comprised of 8 (eight) directors, out of which 4(four) were independent directors.

b. RETIREMENT BY ROTATION:

In terms of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Satish Kumar Ray (DIN: 07904910), Executive Director- Operations of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The proposal regarding the re-appointment of the aforesaid Director is placed for your approval. The Board of Directors recommends his re-appointment.

c. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declaration from all the Independent Directors of Company confirming that they meet with the criteria of Independence as prescribed pursuant to the provisions of Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations.

d. NUMBER OF MEETINGS OF THE BOARD:

During the year six (6) Board Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Listing Regulations. Detailed information on the meetings of the Board and Committees are included in the Corporate Governance Report, which forms part of this Annual Report.

e. FAMILARISATION PROGRAM FOR INDEPENDENT DIRECTORS:

The Company has set Familiarisation programme for Independent Directors with regard to their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business model of the Company etc. The details of which are available on the website of the Company (www.camphor-allied.com).

f. BOARD EVALUATION:

In terms of the provisions of the Companies Act, 2013 and Listing Regulations, a structured questionnaire was prepared after taking into consideration the various aspects of the Board functioning like composition of the Board and its committees, culture, execution and performance of Specific duties, obligations and governance.

The Board carried out an annual performance evaluation of its own performance, the individual Directors as well as the working of the Committees of the Board pursuant to the provisions of the Companies Act, 2013 and Guidance Note on Board Evaluation issued by Securities and Exchange Board of India on 5^th January, 2017. The performance evaluation of board and committees was evaluated by the Board after seeking all inputs from all the directors on the basis of criteria such as Composition, structure, effectiveness and functioning of the Board and its respective Committees.

The performance evaluation of the Independent Directors was carried out by the entire Board excluding the independent director being evaluated.

In the separate meeting of Independent Directors, performance evaluation of the Chairperson and the Non Independent Directors and Board as a whole was carried out taking into account views of executive and non-executive directors.

g. CHANGE IN DIRECTORATE:

During the year under review (FY 2017-18) following changes took place in Directors:

Late Mrs Chandrika A. Bodani, Chairperson of the Company expired on 14^th July 2017. The Company paid tribute to her and placed on record its appreciation for the contributions made by her towards the growth of the Company.

Mr. D.S. Raghva, Executive Director-Operations of the Company stepped down from the post of directorship on 3^rd August 2017.

Mr. Satish Kumar Ray (DIN:07904910) was appointed as âExecutive director-Operationsâ of the Company for a period of five years, by the members in the 45^th Annual General Meeting with effect from 16^th August 2017.

Mr. Animesh Dhar (DIN:07905777) was appointed as âExecutive director-Operationsâ of the Company for a period of five years, by the members in the 45^th Annual General Meeting with effect from 16^th August 2017.

Pursuant to the provisions of Section 203 of the Act, the KMPâs of the Company as on 31^st March, 2018 are:

Mr. Dharmil A. Bodani - Chairman and Managing Director

Mr. Shyamal A Bodani - Executive director

Mr. Animesh Dhar - Executive Director- Operations

Mr. Satish Kumar Ray - Executive Director- Operations

Mr. Girish Khandelwal - Chief Financial Officer

Ms. Kiranpreet Gill - Company Secretary and Compliance Officer

Except as stated above, there is no change in the composition of the Board of Directors and KMPs during the year under review.

During the Financial year (FY) 2018-19:

Your Board of Directors has proposed the re-appointment of the following directors at the ensuing Annual General Meeting and the proposal regarding their re-appointment is placed for your approval:

Mr. Dharmil A. Bodani (DIN: 00618333), Managing Director of the Company for a further period of five years commencing from 22^nd August, 2018 to 21^st August, 2023.

Mr. Shyamal A Bodani (DIN: 00617950), Executive Director of the Company for a further period of five years commencing from 22^nd August, 2018 to 21^st August, 2023.

Ms. Amruda V. Nair (DIN: 06716791), Non-Executive-Independent Director for second term of 5 (five) consecutive years with effect from 3^rd October , 2018 to 2^nd October , 2023

Further approval of the members is also being sought for confirming the appointment of Mr. Prakash V. Mehta (DIN:00001366) as an Independent Director of the Company to hold office upto the conclusion of 47^th Annual General Meeting of the Company in the calendar year 2019.

19. CORPORATE GOVERNANCE

A separate section on Corporate Governance practices followed by the Company, together with a certificate from the Companyâs Auditors confirming compliance, forms a part of this Annual Report, as per SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015.

20. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required under the provisions of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 forms part of this Annual Report.

21. DIRECTORâS RESPONSIBILITY STATEMENT:-

Pursuant to the requirements under Section 134 (3) (c) of the Companies Act, 2013, your Directors hereby state and confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed, and there have been no material departures.

b. Such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent to give a true and fair view of the Companyâs state of affairs as at 31^st March, 2018 and of the Companyâs profit for the year ended on that date.

d. The annual financial statements have been prepared on a going concern basis.

e. That internal financial controls were laid down to be followed and that such internal financial controls were adequate and were operating effectively.

f. Proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

22. DISCLOSURES RELATED TO POLICIES:

a. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The projects are identified and adopted as per the activities included and amended from time to time in Schedule VII of the Companies Act, 2013. Accordingly, the Company operates CSR Policy in the areas of promoting educational facilities for the students having learning disabilities.

The Corporate Social Responsibility Policy recommended by the CSR Committee of the Directors has been approved by the Board of directors of the Company. The CSR Policy is available on the website of the Company i.e www.camphor-allied.com and the web-link thereto is :http://www.camphor-allied.com/ Capl_CSR%20policy.pdf and is also attached to this report as âAnnexure -Câ.

During the FY 2017-18, the Company has spent the amount of Rs. 120 lakh towards the CSR initiatives. The disclosure relating to the amount spent and the details of the activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is provided in âAnnexure-Dâ forming part of this report.

b. NOMINATION AND REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration and evaluation criteria for performance evaluation of Independent Directors.

The Nomination and Remuneration Policy as recommended by the Nomination and Remuneration Committee is duly approved by the Board of Directors of the Company the Nomination and Remuneration Policy of the Company is attached to the Boardâs Report as âAnnexure- Eâ.

c. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Vigil Mechanism may be accessed on the Companyâs website at the link: http://www.camphor-allied. com/VigilMPol.pdf

d. RISK MANAGEMENT:

Pursuant to the requirement of Section 134 of the Companies Act, 2013, the Company has already in place a Risk Management Plan.

The Company has a robust Business Risk Management framework to identify and evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance your Companyâs competitive advantage.

The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level. The Company has adopted risk management policy.

23. AUDITORS AND AUDITORS REPORTS:

a. STATUTORY AUDITORS:

At the Companyâs 42^nd Annual General Meeting held on 26^th September, 2014, M/s Lodha & Co. Chartered

Accountants, Mumbai (Firm registration No. 301051E), were appointed as Companyâs Statutory Auditor for a period of four years. Their tenure expires in the forthcoming Annual General Meeting scheduled on 24^th September 2018. They have completed the total tenure of 10 years in the Company.

Therefore, the Board on the recommendations of Audit Committee has appointed M/s Bagaria & Co LLP (Reg. No. 113447W/W-100019), Chartered Accountants, as statutory Auditors of the Company for a period of 5 years from the conclusion of ensuing 46^th Annual General Meeting till the conclusion of 51^st Annual General Meeting, subject to the approval of the shareholders. The Company has received certificate from the Auditors to the effect that they are not disqualified to hold office of the Statutory Auditor under section 139 and 141 and other applicable provisions of the Companies Act, 2013 and the rules issued thereunder (including any statutory modifications thereof) for the time being in force. The Companies (Amendment) Act, 2017 has waived the requirement for ratification of the appointment of Auditors. Therefore approval of members is sought for the appointment of M/s Bagaria & Co LLP without any ratification every year.

The Auditors Report to the shareholders for the year under review does not contain any qualification, reservation, disclaimers or adverse remarks.

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 had appointed M/s. Shreyans Jain & Co., Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the FY 2017-18. The Report of the Secretarial Audit carried out is annexed herewith as âAnnexure Fâ. In connection with auditors observation in the report, it is clarified that delay in submission of Annual Performance Report under Foreign Exchange Management Act, 1999 and delay in informing and publishing in newspaper in respect of shares liable to be transferred to the Investor Education Protection Fund in terms of provisions of Act was unintentional and due to administrative reasons.

c. COST AUDITOR:

The Cost Audit report for the FY 2016-17 was filed with Ministry of Corporate Affairs on 11^th September, 2017.

The Board has on the recommendation of the Audit Committee, re-appointed M/s V. J. Talati & Co., Cost Accountants to conduct the audit of the cost accounting records of the Company for FY 2018-19 at a remuneration of Rs. 1, 30,000/- (Rupees One lakh thirty thousand only) plus Service Tax & re-imbursement of out-of- pocket expenses. The remuneration is subject to the ratification of the Members in terms of Section 148 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and is accordingly placed for your ratification.

24. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the year under review, your Company has transferred a sum of Rs. 3,26,939/- (Rupees Three Lakh Twenty Six Thousand Nine Hundred and Thirty-Nine only) to Investor Education and Protection Fund, in compliance with the provisions of Section 125 of the Companies Act, 2013. The said amount represents dividend for the FY 2009-10 which remained unclaimed by the members of the Company for a period exceeding 7 years from its due date of payment. Details of unclaimed and unpaid amounts lying with the Company has been uploaded on Companyâs website http://www.camphor-allied.com/IEPF.html

Further, pursuant to Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended, all the shares in respect of which dividend has not been paid or claimed for seven consecutive years or more as provided under sub section (6) of Section 124 were transferred to the Special demat account of IEPF Authority. Accordingly, 111836 shares were transferred to IEPF Account on 30^th November, 2017. The details of the shareholders whose shares are transferred to IEPF Authority have been uploaded on Companyâs website http://www.camphor-allied.com/IEPF.html

25. INSURANCE:

The Companyâs buildings, plant & machinery and inventories have been adequately insured. Loss of profit with respect to both factories has also been adequately insured.

26. ENVIRONMENTAL COMPLIANCE AND SAFETY:

Your Company gives great importance to pollution control and environment protection and efforts are made at each stage of manufacture to maximize recovery, conserve water and to minimize effluents and emissions. As required by the local authorities the Company submits necessary analytical reports. Environment Audit is conducted on regular basis and reports are submitted to the concerned authorities.

27. LISTING OF SECURITIES:

Your Companyâs Equity Shares are listed at BSE Limited. The Shares are under compulsory dematerialization list of the Securities & Exchange Board of India. As on 31^st March 2018, total 79,72,521 shares representing 94.76 % of Companies Equity Share Capital have been dematerialized. The Company has paid Annual Listing fees for the FY 2018-19 to BSE Limited.

28. INDUSTRIAL RELATIONS:

The relations with the employees of the Company remained peaceful and cordial during the year under review.

29. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31^st March, 2018 made under the provisions of Section 92(3) of the act in form MGT 9 is attached as Annexure-âGâ which forms part of this report.

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

31. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there were no employees except Mr. Dharmil A. Bodani, the Managing Director of the Company, drawing remuneration of Rs. 1.02 crore per annum or Rs. 8.5 lakh per month during the year under review.

Mr. Dharmil A. Bodani aged 48 years, is one of the promoters and withdrew a remuneration of Rs. 1.62 crore during the year under review. The appointment of Mr. Dharmil A. Bodani is contractual as approved by the Board and members of the Company.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached herewith as Annexure-âIâ.

32. INFORMATION UNDER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

33. GREEN INITIATIVE:

Your Company has considered and adopted the initiative of going green minimizing the impact on the environment. The Company has been circulating the copy of the Annual Report in electronic format to all those members whose email addresses are available with the Company. Your Company appeals other Members also to register themselves for receiving Annual Report/documents in electronic form.

34. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their deep and sincere gratitude to the customers and investors for their confidence and patronage, as well as to the vendors, bankers, financial institutions, and business associates, regulatory and governmental authorities for their co-operation, support and guidance. Your Directors would like to express a deep sense of appreciation for the support extended by the Companyâs unions and commitment shown by the employees in its continued robust performance on all fronts.

For and on behalf of the Board of Directors

Dharmil A. Bodani Shyamal A. Bodani

Chairman and Managing Director Executive Director

DIN: 00618333 DIN: 00617950

Place : Mumbai

Date : 14^th August, 2018

Mar 31, 2017

Dear Members,

The Directors are pleased to present the 45^th Annual Report on business and operations of your company together with the Audited Financial Statements for the financial year ended 31^st March, 2017 and the Report of the Auditors thereon..

1. FINANCIAL RESULTS:

The Financial performance of the Company for the year ended 31^st March, 2017 is summarized below:

(Rs,In Lakh)

Particulars	Year Ended on 31.03.2017	Year Ended on 31.03.2016
Sales and Other Income	35,260.68	35318.51
Profit before Interest, Depreciation and Tax	5325.83	5280.09
Deduction
Interest	390.48	946.36
Depreciation	1162.47	941.88
Provision for Income Tax and Deferred Tax	1357.45	1123.21
Income Tax for earlier year	-	-
Net Profit after Tax	2415.43	2268.64
Add: Balance brought forward from last year	10250.73	8074.78
Profit available for appropriation	12666.16	10343.42

2. OPERATIONAL PERFORMANCE/STATE OF COMPANYâS AFFAIRS:

In the Financial Year (FY) 2016-2017 the Company earned a Profit after tax of Rs, 2415.43 lakh as against Rs, 2268.64 lakh for the previous year, thereby registering a growth of 6.47%.

As a result of increase in the profit, the Earning per share (EPS) increased from Rs, 44.19 in the previous year to Rs, 47.05 in the year under review.

The Companyâs sales revenue during the year increased marginally by 0.10% from Rs, 35,091.76 lakh (previous year) to Rs, 35126.61 lakh.

The net worth of your Company increased to Rs, 17983.17 lakh at the end of the fiscal year 2017 from Rs, 15567. 74 lakh at the end of fiscal year 2016, thereby registering a growth of 15.52%.

Your Company performed well during the year by efficiently managing the resources, which resulted into improved performance and increase in profit and EPS. Despite marginal increase in the sales revenue, the Company managed to register a growth of 6.47% in profit after tax mainly due to decrease in the cost of raw material and financial costs.

3. SHARE CAPITAL:

There was no change in the Companyâs share capital during the year under review. The Companyâs paid up equity share capital remained at Rs, 5,13,36,740/- comprising of 51,33,674 equity shares of Rs,10 each.

4. DIVIDEND:

Your Company is rewarding its shareholders by way of consecutive dividends considering the consistent financial performance of your Company and promising future prospects while retaining capital to maintain a healthy Capital Adequacy Ratio to support future growth. Your Directors have recommended a dividend of Rs, 1.5 per share (15%) on the Paid up Equity shares of face value of Rs, 10/- each for the FY 2016-17 (Rs, 1.5 per share (15%) in the previous year) to those shareholders whose name appear on the Register of members as on 15^th September 2017, subject to the approval of members at the 45^th Annual General Meeting.

5. DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013:

During the year under review your Company has not accepted any Deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

The Company had 2 deposits of Rs, 60,000/- (Rupees Sixty thousand only) as on 31^st March, 2017 which remained unclaimed. The amount remaining unclaimed for a period of 7 years from the due date of maturity shall be transferred to Investor Education Protection Fund (IEPF) in terms of the provisions of the Companies Act 2013.Out of two deposits of Rs, 60,000/- one deposit of Rs, 40,000/ (Rupees Forty Thousand only) got due for transfer to IEPF and was duly transferred to the fund on 25^th July, 2017.

6. MATERIAL CHANGES AND COMMITMENTS:

Following material changes and commitments affecting the financial position of the Company, have occurred between the end of the financial year of the Company to which this report relates and the date of the report:

a. Scheme of Amalgamation:

A Petition under Section 230 to 232 of the Companies Act, 2013 for an order sanctioning the Scheme of Amalgamation of Oriental Aromatics Limited with Camphor and Allied Products Limited and their respective Shareholders and Creditors was presented by your Company, with the Honâble National Company Law Tribunal (NCLT), on 4^th day of May, 2017. The Appointed Date for the said Scheme of Amalgamation is 1st April 2016 or such other date as may be fixed or approved by the NCLT or other Government Authority, if applicable.

b. Change in Directorate

The Company had lost its Chairperson Mrs Chandrika A. Bodani due to her sad demise on 14th July 2017. Under her able guidance and significant contributions the Company witnessed tremendous growth. The Company paid tribute to its Chairperson.

Mr. D. S. Raghva, Executive Director-Operations of the Company stepped down from the post of directorship on 3^rd August 2017 due to personal reasons. The Board in its meeting held on 16^th August 2017 took note of the same and placed on record its appreciation for the contributions made by him during his tenure as a director.

Mr. Satish Kumar Ray (DIN:07904910) was appointed as Additional Director in the Board meeting held on 16^th August 2017 to hold office up to the date of ensuing 45^th Annual General Meeting. Directors recommend his appointment, as the Whole Time Director designated as âExecutive director-Operationsâ of the Company for a period of five years, to the members in the 45^th Annual General Meeting.

Mr. Animesh Dhar (DIN:07905777) was appointed as Additional Director in the Board meeting held on 16^th August 2017 to hold office upto the date of ensuing 45^th Annual General Meeting. Directors recommend his appointment, as the Whole Time Director designated as âExecutive director-Operationsâ of the Company for a period of five years, to the members in the 45^th Annual General Meeting.

7. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year under review no orders have been passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

8. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

9. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

There were no loans given, investments made, guarantees given or securities provided by the Company covered under Section 186 of the Companies Act, 2013.

10. RELATED PARTY TRANSACTIONS:

All Related Party Transactions that were entered into during the FY2016-17 were on armâs length basis and in the ordinary course of business.

The policy on dealing with Related Party Transactions as approved by the Board is uploaded on the Companyâs website http://camphor-allied.com/RPT%20policy.pdf

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is annexed as âAnnexure-Aâ to the Directorsâ Report.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. COMPOSITION:

During the year under review the Board comprised of 8 (eight) directors, out of which 4(four) were independent directors.

b. RETIREMENT BY ROTATION:

In terms of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Shyamal A. Bodani (DIN: 00617950), Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The proposal regarding the re-appointment of the aforesaid Director is placed for your approval. The Board of Directors recommends his re-appointment.

c. DECLARATION BY INDEPENDENT DIRECTORS:

d. NUMBER OF MEETINGS OF THE BOARD:

During the year five (5) Board Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. Detailed information on the meetings of the Board and Committees are included in the Corporate Governance Report, which forms part of this Annual Report.

e. FAMILARISATION PROGRAM FOR INDEPENDENT DIRECTORS:

The Company has set Familiarization Programme for Independent Directors with regard to their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business model of the Company etc. The details of which are available on the website of the Company (www.camphor-allied.com).

f. BOARD EVALUATION:

In terms of the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 a structured questionnaire was prepared after taking into consideration the various aspects of the Board functioning like composition of the Board and its committees, culture, execution and performance of Specific duties, obligations and governance.

The Board carried out an annual performance evaluation of its own performance, the individual Directors as well as the working of the Committees of the Board. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairperson and the Non Independent Directors was carried out by Independent Directors.

g. KEY MANAGERIAL PERSONNEL:

Ms. Kiranpreet Gill has been appointed as Company Secretary and Compliance officer of the Company w.e.f. 4^th April, 2016.

12. CORPORATE GOVERNANCE

13. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required under the provisions of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 forms part of this Annual Report.

14. DIRECTORâS RESPONSIBILITY STATEMENT:-

Pursuant to the requirements under Section 134 (3) (c) of the Companies Act, 2013, your Directors hereby state and confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed, and there have been no material departures.

2. Such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent to give a true and fair view of the Companyâs state of affairs as at March 31, 2017 and of the Companyâs profit for the year ended on that date.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The annual financial statements have been prepared on a going concern basis.

5. That internal financial controls were laid down to be followed and that such internal financial controls were adequate and were operating effectively.

6. Proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. DISCLOSURES RELATED TO POLICIES:

a. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Corporate Social Responsibility Policy recommended by the CSR Committee of the Directors has been approved by the Board of directors of the Company. The same is available on the website of the Company http://www.camphor-allied.com/Capl CSR%20policy.pdfand is also attached to this report as âAnnexure- Bâ.

During the FY 2016-17, the Company has spent the amount of Rs, 120 lakh towards the CSR initiatives. The disclosure relating to the amount spent on Corporate Social Responsibility activities of the Company for the financial year ended 31^st March, 2017 is attached to this report as âAnnexure-Câ.

b. NOMINATION AND REMUNERATION POLICY:

c. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Vigil Mechanism may be accessed on the Companyâs website at the link: http://www.camphor-allied.com/VigilMPol.pdf

d. RISK MANAGEMENT:

Pursuant to the requirement of Section 134 of the Companies Act, 2013, the Company has already in place a Risk Management Plan.

16. AUDITORS AND AUDITORS REPORTS:

a. STATUTORYAUDITORS:

At the Companyâs 42^nd Annual General Meeting held on 26^th September, 2014, M/s Lodha & Co. Chartered Accountants, Mumbai (Firm registration No. 301051E), were appointed as Companyâs Statutory Auditors to hold office till the conclusion of the 46^th Annual General Meeting, subject to ratification by the members at every Annual General Meeting until the expiry of the period of original appointment.

Therefore, in terms of the provisions of Section 139 (1) of the Companies Act, 2013, the ratification of the appointment of statutory auditors is being sought from the members of the Company at ensuing AGM.

The Company has received a certificate from the Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of the Section 141 of the Companies Act, 2013.

The Auditors Report to the shareholders for the year under review does not contain any qualification.

b. SECRETARIAL AUDITOR:

The Board at its meeting held on May 30, 2017, has on the recommendation of the Audit Committee re-appointed M/s. Shreyans Jain & Co., Practicing Company Secretaries, as Secretarial Auditor, for conducting Secretarial Audit of the Company for the FY 2017-18.

c. COST AUDITOR:

The Cost Audit report for the FY 2015-2016 was filed with Ministry of Corporate Affairs on 12^th September, 2016.

The Board at its meeting held on May 30, 2017, has on the recommendation of the Audit Committee, re-appointed M/s V. J. Talati & Co., Cost Accountants to conduct the audit of the cost accounting records of the Company for FY 2017-18 at a remuneration of Rs, 1,30,000/- (Rupees One lakh thirty thousand only) plus Service Tax & reimbursement of out-of- pocket expenses. The remuneration is subject to the ratification of the Members in terms of Section 148 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and is accordingly placed for your ratification.

17. INSURANCE:

The Companyâs buildings, plant & machinery and inventories have been adequately insured. Loss of profit with respect to both factories has also been adequately insured.

18. ENVIRONMENTAL COMPLIANCE AND SAFETY:

19. LISTING OF SECURITIES:

Your Companyâs Equity Shares are listed at BSE Limited. The Shares are under compulsory dematerialization list of the Securities & Exchange Board of India. As on 31^st March 2017, total 45,63,819 shares representing 88.90% of Companies Equity Share Capital have been dematerialized. The Company has paid Annual Listing fees for the FY 2017-18 to BSE Limited.

20. INDUSTRIAL RELATIONS:

The relations with the employees of the Company remained peaceful and cordial during the year under review.

21. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31^st March 2017 made under the provisions of Section 92(3) of the act in form MGT 9 is attached as Annexure-âFâ which forms part of this report.

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

23. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the details are not required to be annexed since none of the employees are drawing remuneration more than the specified limits during the year.

Your Directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

24. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the year under review, Your Company has transferred a sum of '' 3,06,694/- (Rupees Three Lakh Six Thousand Six Hundred and Ninety-Four only) to Investor Education and Protection Fund, in compliance with the provisions of Section 125 of the Companies Act, 2013. The said amount represents dividend for the FY 2008-09 which remained unclaimed by the members of the Company for a period exceeding 7 years from its due date of payment.

25. GREEN INITIATIVE:

26. ACKNOWLEDGEMENT:

For and on behalf of the Board of Directors

Dharmil A. Bodani Shyamal A. Bodani

Managing Director Executive Director

DIN: 00618333 DIN: 00617950

Place: Mumbai

Date: 16^th August, 2017

Mar 31, 2016

Dear Members,

The Directors are pleased to present the 44^th Annual Report on business and operations of your company together with the Audited Accounts for the year ended 31^st March, 2016.

1. FINANCIAL RESULTS:

The Financial performance of the Company for the year ended 31^st March, 2016 is summarized below:

(Rs.In Lakh)

Particulars	Year Ended on 31.03.2016	Year Ended on 31.03.2015
Sales and Other Income	35318.51	35683.57
Profit before Interest, Depreciation and Tax	5280.09	4633.60
Deduction
Interest	946.36	1061.72
Depreciation	941.88	877.87
Provision for Income Tax and Deferred Tax	1123.21	853.12
Income Tax for earlier year	-	(84.75)
Net Profit after Tax	2268.64	1925.64
Add: Balance brought forward from last year	8074.78	6296.65
Profit available for appropriation	10343.42	8222.29
Your Directors recommend following Appropriation:
General Reserve	-
Proposed Dividends	77.01	77.01
Corporate Tax on Proposed Dividend	15.68	15.68
Balance carried to Balance Sheet	10250.73	8074.78

2. OPERATIONAL PERFORMANCE/STATE OF COMPANYâS AFFAIRS:

Financial Year (FY) 2015-16 was a significant year in your Company''s lifecycle. The Company earned a Profit after tax of Rs.2268.64 lakh as against Rs.1925.64 lakh for the previous year, thereby registering a growth of 17.81%.

As a result of increase in the profit, the Earning per share(EPS) increased from Rs.37.51 in the previous year to Rs.44.19 in the year under review.

The Company''s sales revenue during the year decreased by 1.16% from Rs.35,505.74 lakh (previous year) to Rs.35,091.76 lakh.

The net worth of your Company increased to Rs.15567. 74 lakh at the end of the fiscal year 2016 from Rs.13391.79 lakh at the end of fiscal year 2015, thereby registering a growth of 16.25%.

Your Company performed well during the year by efficiently managing the resources, which resulted into improved performance and increase in profit. Despite decrease in the sales revenue, the Company managed to register a growth of 17.81% in profit after tax due to reduction in raw material costs and better sales realization.

Pursuant to the provisions of Section 391-394 of the Companies Act, 1956 and other relevant provisions of the Companies Act, 2013 your Company had filed the draft Scheme of Amalgamation of the Company with Oriental Aromatics Limited (âOALâ)with BSE Limited. Your Directors are pleased to inform that BSE Limited has issued a no observation letter on 19^th July 2016.

Further the Regional Director, North Western Region, Ahmedabad on 27^th July 2016 has passed an order confirming the alteration of the Memorandum relating to the change of place of the registered office from the State of Gujarat to the State of Maharashtra.

3. SHARE CAPITAL:

There was no change in the Company''s share capital during the year under review. The Company''s paid up equity share capital remained at Rs.5,13,36,740/- comprising of 51,33,674 equity shares of Rs. 10 each.

4. DIVIDEND:

Your Company is rewarding its shareholders by way of consecutive dividends considering the consistent financial performance of your Company and promising future prospects while retaining capital to maintain a healthy Capital Adequacy Ratio to support future growth. Your Directors have recommended a dividend of Rs.1.5/- per share(15%) on 51,33,674 Equity shares of face value of Rs.10/- each for the FY 2015-16 (Rs.1.5/- per share (15%) in the previous year), subject to the approval of members at the 44^th Annual General Meeting.

Total cash outflow on account of dividend payments including dividend distribution tax will be Rs.92.69 lakh for the FY 2015-16.

5. DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013:

During the year under review your Company has not accepted any Deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

The Company has 5 deposits of Rs.1,80,000/- (Rupees One lakh eighty thousand only) as on 31^st March, 2016 which have remained unclaimed. The amount remaining unclaimed for a period of 7 years from the due date of maturity shall be transferred to Investor Education Protection Fund (IEPF) in terms of the provisions of the Companies Act 2013.

6. MATERIAL CHANGES:

Following material change and commitment affecting the financial position of the Company, has occurred between the end of the financial year of the Company to which this report relates and the date of the report:

Scheme of Amalgamation:

The Board on the recommendation of the Audit Committee, at its meeting held on 4^th April 2016, approved the draft Scheme of Amalgamation of Oriental Aromatics Limited (âOALâ) with Camphor and Allied Products Limited (âCAPLâ/âthe Companyâ) and their respective shareholders and creditors in terms of provisions of Section 391394 of the Companies Act, 1956 and other relevant provisions of the Companies Act, 2013, as may be applicable (âSchemeâ), which is subject to obtaining all requisite approvals and subject to the sanction by the Hon''ble High Court.

BSE Limited on 19^th July 2016 has issued a No Observation letter, the same has also been uploaded on the website (www.camphor-allied.com) of the Company.

7. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year under review no orders have been passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

8. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company''s Internal Control System, commensurate with the size, scale and complexity of its business operations. Your Company has maintained a proper and adequate system of internal controls. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

9. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

There were no loans given, investments made, guarantees given or securities provided by the Company covered under Section 186 of the Companies Act, 2013.

10. RELATED PARTY TRANSACTIONS:

All Related Party Transactions that were entered into during the FY 2015-16 were on arm''s length basis and in the ordinary course of business.

The policy on dealing with Related Party Transactions as approved by the Board is uploaded on the Company''s website http://www.camphor-allied.com/RPT%20policy.pdf

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. COMPOSITION:

The Board comprises of 8 (eight) Directors, out of which 4(four) are Independent Directors.

b. RETIREMENT BY ROTATION:

In terms of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Dharmil A. Bodani (DIN: 00618333), Managing Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The proposal regarding the re-appointment of the aforesaid Director is placed for your approval. The Board of Directors recommends his re-appointment.

c. DECLARATION BY INDEPENDENT DIRECTORS:

d. NUMBER OF MEETINGS OF THE BOARD:

During the year 4 (four) Board Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.Detailed information on the meetings of the Board and Committees are included in the Corporate Governance Report, which forms part of this Annual Report.

e. FAMILARISATION PROGRAM FOR INDEPENDENT DIRECTORS:

f. BOARD EVALUATION:

In terms of the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a structured questionnaire was prepared after taking into consideration the various aspects of the Board functioning like composition of the Board and its committees, culture, execution and performance of Specific duties, obligations and governance.

g. KEY MANAGERIAL PERSONNEL:

Ms. SwetaPandey, Company Secretary and Compliance Officer of the Company resigned w.e.f 12^th February, 2016 and Ms. Kiranpreet Gill has been appointed as Company Secretary and Compliance officer of the Company w.e.f. 4^th April, 2016.

12. CORPORATE GOVERNANCE

13. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required under the provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

14. DIRECTORâS RESPONSIBILITY STATEMENT:-

Pursuant to the requirements under Section 134 (3) (c) of the Companies Act, 2013, your Directors hereby state and confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed, and there have been no material departures.

2. Such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent to give a true and fair view of the Company''s state of affairs as at March 31, 2016 and of the Company''s profit for the year ended on that date.

4. The annual financial statements have been prepared on a going concern basis.

5. That internal financial controls were laid down to be followed and that such internal financial controls were adequate and were operating effectively.

6. Proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. DISCLOSURES RELATED TO POLICIES:

a. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Corporate Social Responsibility Policy recommended by the CSR Committee of the Directors has been approved by the Board of directors of the Company. The same is available on the website of the Company i.e http://www.camphor-allied.com/Capl_CSR%20policy.pdf and is also attached to this report as âAnnexure- Bâ.

During the Financial Year 2015-16, the Company has spent entire amount of Rs.54 lakh towards the CSR initiatives. The disclosure relating to the amount spent on Corporate Social Responsibility activities of the Company for the financial year ended 31^st March, 2016 is attached to this report as âAnnexure-Câ.

b. NOMINATION AND REMUNERATION POLICY:

The Nomination and Remuneration Policy as recommended by the Nomination and Remuneration Committee is duly approved by the Board of Directors of the Company. The Nomination and Remuneration Policy of the Company is attached to this Report as âAnnexure- Dâ.

c. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Vigil Mechanism may be accessed on the Company''s website at the link: http://www.camphor-allied.com/ VigilMPol.pdf

d. RISK MANAGEMENT:

Pursuant to the requirement of Section 134 of the Companies Act, 2013, the Company has already in place a Risk Management Plan.

16. AUDITORS AND AUDITORS REPORTS:

a. STATUTORY AUDITORS:

At the Company''s 42^nd Annual General Meeting held on 26^th September, 2014, M/s Lodha & Co. Chartered Accountants, Mumbai (Firm registration No. 301051E), were appointed as Company''s Statutory Auditors for 4 years to hold office till the conclusion of the 46^th Annual General Meeting, subject to ratification by the members at every Annual General Meeting until the expiry of the period of original appointment.

The Company has received a certificate from the Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of the Section 141 of the Companies Act, 2013.

The Auditors Report to the shareholders for the year under review does not contain any qualification.

b. SECRETARIAL AUDITOR:

The Board at its meeting held on May 27, 2016, has on the recommendation of the Audit Committee re-appointed M/s. Shreyans Jain & Co., Practicing Company Secretaries, as Secretarial Auditor, for conducting Secretarial Audit of the Company for FY 2016-17.

c. COST AUDITOR:

Pursuant to the provisions of Section 148(2) of the Companies Act, 2013 read with the Companies (Cost Records and Audit), Amendment Rules 2014, the Board had appointed M/s N. Ritesh & Associates, Cost Accountants as cost auditors to conduct the audit of Cost accounting records for the FY 2015-16.

The Cost Audit report for the FY 2014-15 was filed with Ministry of Corporate Affairs on 9^th October 2015.

The Board at its meeting held on May 27, 2016, has on the recommendation of the Audit Committee, appointed M/s V. J. Talati & Co., Cost Accountants to conduct the audit of the cost accounting records of the Company for FY 2016-17 at a remuneration of '' 1,30,000/-(Rupees One lakh thirty thousand only)plus Service Tax & reimbursement of out-of- pocket expenses. The remuneration is subject to the ratification of the Members in terms of Section 148 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and is accordingly placed for your ratification.

17. INSURANCE:

The Company''s buildings, plant and machinery and inventories have been adequately insured. Loss of profit with respect to both factories has also been adequately insured.

18. ENVIRONMENTAL COMPLIANCE AND SAFETY:

19. LISTING OF SECURITIES:

Your Company''s Equity Shares are listed at BSE Limited. The Shares are under compulsory dematerialization list of the Securities & Exchange Board of India. As on 31^st March 2016, total 45, 44,694 shares representing 88.53 % of Companies Equity Share Capital have been dematerialized. The Company has paid Annual Listing fees for the FY 2016-17 to the BSE Limited.

20. INDUSTRIAL RELATIONS:

The relations with the employees of the Company remained peaceful and cordial during the year under review.

21. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the FY ended 31^st March 2016 made under the provisions of Section 92(3) of the act in form MGT 9 is attached as Annexure-âFâwhich forms part of this report.

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

23. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the details are not required to be annexed since none of the employees are drawing remuneration more than the specified limits during the year.

Your Directors state that during the year under review, there were no complaints pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

24. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the year under review, your Company has transferred a sum of ''3,12,366/- (Rupees Three lakh twelve thousand three hundred sixty six only) to Investor Education and Protection Fund, in compliance with the provisions of the Companies Act, 2013. The said amount represents dividend for the FY 2007-08 which remained unclaimed by the members of the Company for a period exceeding 7 years from its due date of payment.

25. GREEN INITIATIVE:

26. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their deep and sincere gratitude to the customers and shareholders/ investors for their confidence and patronage, as well as to the vendors, bankers, financial institutions, business associates, regulatory and governmental authorities for their co-operation, support and guidance. Your Directors would like to express a deep sense of appreciation for the support extended by the Company''s unions and commitment shown by the employees in its continued robust performance on all fronts.

For and on Behalf of the Board

Chandrika A. Bodani Dharmil A. Bodani

Executive Chairperson Managing Director

DIN: 00618298 DIN: 00618333

Place: - Mumbai

Date: - 12^th August, 2016

Mar 31, 2015

The Directors have pleasure in submitting the 43rdAnnual Report together with the Audited Accounts of your Company for the year ended 31st March, 2015.

Financial Results: Rs. in lacs

Particulars Year Ended on Year Ended on 31.03.2015 31.03.2014

Profit before Interest, Depreciation and Tax 4388.07 4780.44 Deduction

Interest 816.19 886.14

Depreciation 877.86 768.46

Provision for Income Tax and Deferred Tax 853.12 1175.22

Income Tax for earlier year (84.75) (60.21)

Net Profit after Tax 1925.65 2010.83

Add: Balance brought forward from last year 6296.65 4556.95

Profit available for appropriation 8222.29 6567.78

Your Directors recommend following Appropriation:

General Reserve - 151.00

Proposed Dividends 77.01 102.67

Corporate Tax on Proposed Dividend 15.68 17.45

Balance carried to Balance Sheet 8074.78 6296.66

REVIEW OF OPERATIONS/STATE OF COMPANY''S AFFAIR:-

The Company''s sales revenue has increased substantially during the year, the Company has achieved turnover of Rs.35,505.74 Lacs which is increased by 14.78% as compared to last year turnover of Rs.30,932.95 Lacs.

The Company earned a Profit after tax of Rs.1925.64 Lacs during the year which is decreased by 4.24% as compared to last years'' Profit after tax of Rs.2010.83 Lacs.

Your Company has performed well during the year by efficiently managing the resources, which result into improved performance and better sales. However there was reduction in profitability due to steep hike in price of main imported raw materials other inputs like power, natural gas, coal etc.

DIVIDEND:

Your Company recommended a dividend at the rate of Rs.1.5 per Equity Share of Rs.10/- each. In the previous year the dividend at the rate Rs.2 per Equity Share of Rs.10/- each was recommended.

The dividend will be paid to the members whose names appear in the Register of Members as on 14th September, 2015 (one day before book closure date); in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as beneficial owners as on 14th September, 2015 (one day before book closure date).

FIXED DEPOSIT:

Your Company has not accepted or repaid any Fixed Deposits within the meaning of Section 73 of the Companies Act, 2013.

The Company has 6 deposits of Rs.2,00,000/- as on 31st March, 2015 which have remain unclaimed.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

There were no loans given, investments made, guarantees given or securities provided by the Company covered under Section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS :-

All Related Party Transactions that were entered into during the financial year were on arm''s length basis and in the ordinary course of business.

The policy on dealing with Related Party Transactions as approved by the Board is uploaded on the Company''s website http://www.camphor-allied.com/RPT%20policy.pdf

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is annexed as "Annexure-A" to the Directors'' Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to Section 135 of the Companies Act, 2013 and the Rules made thereunder, the Board of Directors has constituted the Corporate Social Responsibility (CSR) Committee under the Chairmanship of Mr. Shyamal A.Bodani, Executive Director. The Other Members of the Committee are Mr. Harshvardhan A. Piramal, Non-Executive, Independent Director and Ms. Amruta V. Nair, Non-Executive, Independent Director.

The Corporate Social Responsibility Policy recommended by the CSR Committee of the Directors has been approved by the Board of directors of the Company. The same is available on the website of the Company i.e. http://www.camphor-allied.com/Capl_CSR%20policy.pdf and is also attached to this report as "Annexure- B".

The disclosure relating to the amount spent on Corporate Social Responsibility activities of the Company for the financial year ended 31st March, 2015 is attached to this report as "Annexure-C".

INSURANCE:

The Company''s buildings, plant & machinery and inventories have been adequately insured. Loss of profit with respect to both factories has also been adequately insured.

MEETINGS:

During the year 4 (four) Board Meetings and 4 (four) Audit Committee Meetings were convened and held. The details of the same along with other Committees of Board are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS:

The Board comprises of eight directors, of which four are independent directors.

In accordance with the provisions of Companies Act, 2013 and Articles of Association of the Company, Mr. Shyamal A. Bodani, Executive Director of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Mr. Anil K. Bodani, Executive Chairman was passed away on 20th December, 2014. The Board placed on record significant contributions made by Late M r. Anil K. Bodani during his lifetime.

Mrs. Chandrika A. Bodani was appointed as Director as per Section 161 of the Companies Act, 2013 and Subsequently appointed as whole time director designated as Executive Chairperson w.e.f 20.01.2015 subject to approval of Shareholder at ensuing general meeting. The Company has received requisite notice in writing from a member proposing Mrs. Chandrika A. Bodani for appointment as Director of the Company.

KEY MANAGERIAL PERSONNEL:

Mr. Girish Khandelwal, Chief Financial Officer and Ms. Sweta Pandey, Company Secretary and Compliance Officer of the Company were appointed as Key Managerial Personnel during the Financial Year 2014-15 in accordance with the Section 203 of the Companies Act, 2013. Ms. Nirmala Agarwal has been resigned from the post of Company Secretary cum Compliance officer during the financial year 2014-2015.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO (Section 134):

The particulars relating to Conservation of energy, technology absorption, foreign exchange earnings and outgo is annexed as "Annexure-D" to the Directors Report.

AUDITORS:

M/s Lodha & Co. Chartered Accountants, Mumbai (Firm registration No. 301051E), Mumbai have been appointed as Statutory Auditors of the company at the last Annual General Meeting held on 26.09.2014 for a period of four years subject to ratification by members at every consequent Annual General Meeting.

Therefore, ratification of their appointment as Statutory Auditors is being sought from the members of the Company at the ensuing AGM.

A certificate has been received from the Auditors to the effect that their reappointment, if made, would be within the prescribed limits u/s. 139 of the Companies Act, 2013.

AUDITORS'' REPORT:

The observations made in the Auditors'' Report are self-explanatory and do not call for any further comments u/ s 134(3) (f) of the Companies Act, 2013.

SECRETARIAL AUDITOR:

The Board had appointed Mr. Vipul Kumar Singh, Company Secretary in Practice to issue Secretarial Audit Report for the financial year 2014-15. Secretarial Audit Report issued by Mr. Vipul Kumar Singh, Company Secretary in Practice, in Form MR-3 for the financial year 2014-15 forms part of this report and marked as "Annexure-E". There are no qualifications or observations or remarks made by the Secretarial Auditor in his Report.

The Board at its meeting held on May 28, 2015, has appointed M/s. Shreyans Jain & Co., Company Secretaries, as Secretarial Auditor, for conducting Secretarial Audit of the Company for FY 2015-16.

COST AUDITORS:-

The Board had appointed, subject to ratification of the remuneration payable to the cost auditor by the shareholders in the 42nd Annual General Meeting, M/s. N. Ritesh & Associates, Cost Accountants, to conduct the audit of the cost accounting records for financial year 2014-15.

The cost audit report for the financial year 2013-14 was filed with Ministry of Corporate Affairs on 1st October, 2014.

Pursuant to the provisions of Section 148 of the Act 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, your Board has appointed M/s. N. Ritesh & Associates, Cost Accountants as the Cost Auditors to conduct the cost audit of the Company for the financial year 2015-16.

MATERIAL CHANGES:

There were no material changes and commitments affecting the financial position of the company, which have occurred between the end of the financial year of the company to which this report relates and the date of the report except as otherwise mentioned in this director report, if any.

There had been no changes in the nature of company''s business. To the best of information and assessment there has been no material changes occurred during the financial year generally in the classes of business in which the company has an interest except as otherwise mentioned in this director report, if any.

ENVIRONMENTAL COMPLIANCE AND SAFETY:-

Your Company gives great importance to pollution control and environment protection and efforts are made at each stage of manufacture to maximize recovery, conserve water and to minimize effluents and emissions. As required by the local authorities the Company submits necessary analytical reports. Environment Audit is conducted on regular basis and reports are submitted to the concerned authorities.

LISTING OF SECURITIES:-

Your Company''s Equity Shares are listed at Bombay Stock Exchange Limited. The Shares are under compulsory dematerialization list of the Securities & Exchange Board of India. As on 31st March 2015, total 45, 29,191 shares representing 88.23% of Companies Equity Share Capital have been dematerialized. The Company has paid Annual Listing fees for the year 2015-2016 to the Bombay Stock Exchange Limited.

INDUSTRIAL RELATIONS:-

The relations with the employees of the Company remained peaceful and cordial during the year under review.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not annexed since there are no employees drawing remuneration of more than Rs.60, 00,000/- per annum during the year under review, if employed for full year or more than Rs.5, 00,000/- per month, if employed for part of the year.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached herewith as "Annexure-F".

However in terms of Section 136(1) of the Companies Act, 2013, the Annual Report excluding the aforesaid information are being sent to the members excluding the aforesaid Annexure. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office or at the corporate office of the Company.

DIRECTOR''S 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 statements in terms of Section 134(3) (c) of the Companies Act, 2013- 1. That in the preparation of the annual accounts, the applicable accounting standards have been followed and there have been no material departure;

2. That 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 the end of the financial year viz. 31st March, 2015 and of the profit or loss of the Company for the year ended on that date.

3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the Directors had prepared the annual accounts on a going concern basis.

5. That proper internal financial control was in place and that the financial controls were adequate and were operating effectively.

6. That system to ensure compliance with the provisions of all applicable laws was in place and was adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under clause 49 of the Listing Agreement with the Stock Exchange.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-

As required under clause 49 of the listing agreement entered with the Stock Exchange, a report is given as "Annexure- G" forming part of this Director''s Report.

CORPORATE GOVERNANCE:-

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion and Analysis and the Corporate Governance Report together with the Auditors'' Certificate on compliance with the conditions of Corporate Governance as laid down forms part of the Annual Report.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a structured questionnaire was prepared after taking into consideration the various aspects of the Board functioning like composition of the Board and its committees, culture, execution and performance of Specific duties, obligations and governance.

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 Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Share Transfer Committee.

The Performance Evaluation of the Independent Directors was carried out by the entire Board and the Performance Evaluation of the Chairperson and Non-Independent Directors was carried out by the Independent Directors.

FAMILARISATION PROGRAM TO INDEPENDENT DIRECTORS:

Familiarisation Program has been carried out by the Company for the Independent Directors details of which has been posted on Company''s website http://www.camphor-allied.com/fprog.pdf

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the year under review, Your Company has transferred a sum of Rs.2,96,135 to Investor Education and Protection Fund, in compliance with the provisions of Section 125 of the Companies Act, 2013. The said amount represents dividend for the year 2006-2007 which remained unclaimed by the members of the Company for a period exceeding 7 years from its due date of payment.

NOMINATION AND REMUNERATION POLICY:

The Nomination and Remuneration Policy recommended by the Nomination and Remuneration Committee is duly approved by the Board of Directors of the Company and the Nomination and Remuneration Policy of the Company is attached to the Board''s Report as "Annexure-H".

VIGIL MECHANISM POLICY:

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. The Board has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing agreement, framed "Vigil Mechanism" ("the Policy").

The Vigil Mechanism may be accessed on the Company''s website at the link: http://www.camphor-allied.com/ VigilMPol.pdf

RISK MANAGEMENT:

Pursuant to the requirement of Section 134 of the Companies Act, 2013, the Company has already in place a Risk Management Plan.

The Company has a robust Business Risk Management framework to identify and evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance your Company''s competitive advantage.

The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level. The Company has adopted risk management policy.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal auditor, corrective actions are undertaken in the respective areas and thereby strengthening the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

EXTRACT OF ANNUAL RETURN:

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

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013.

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENTS:-

The Directors wish to place on record their appreciation for their continued support and co-operation by Financial Institutions, Banks, Government authorities and other stakeholders. Your Directors also acknowledge the support extended by the Company''s Unions and all the employees for their dedicated service.

ON BEHALF OF THE BOARD

CHANDRIKA A. BODANI DHARMIL A. BODANI

PLACE: - MUMBAI EXECUTIVE CHAIPERSON MANAGING DIRECTOR

Date:- 14th August, 2015 DIN NO: 00618298 DIN NO: 00618333

Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in submitting the 42ndAnnual Report together with the Audited Accounts of your Company for the year ended 31st March, 2014.

Financial Results: Rs. in lacs

Particulars Year Ended Year Ended 31.03.2014 31.03.2013

Profit before Interest, Depreciation and Tax 4780.44 3847.56

Deduction

Interest 886.14 57.47

Depreciation 768.46 314.16

Provision for Income Tax and Deferred Tax 1175.22 1077.40

Income Tax for earlier year (60.21) 4.74

Net Profit after Tax 2010.83 2393.79

Add: Balance brought forward from last year 4556.95 2163.16

Profit available for appropriation 6567.78 4556.95

Your Directors recommend following Appropriation:

General Reserve 151.00 -

Proposed Dividends 102.67 -

Corporate Tax on Proposed Dividend 17.45 -

Balance carried to Balance Sheet 6296.66 4556.95

REVIEW OF OPERATIONS:- The Company''s sales revenue has increased substantially during the year, the Company has achieved turnover of Rs. 30,932.95 Lacs which is increased by 42.67% as compared to last year turnover of Rs. 21,681.51 Lacs.

The Company earned a Profit after tax of Rs. 2010.83 Lacs during the year which is decreased by 16% as compared to last years'' Profit after tax of Rs. 2,393.79 Lacs. Profit of previous year was including revenue from the sale of surplus land.

Your Company has performed well during the year by efficiently managing the resources, which result into improved performance and better sales realization, despite steep hike in price of main imported raw materials other inputs like power, natural gas, coal etc.

DIVIDEND :

Your Company recommended a dividend at the rate of Rs. 2 per Equity Share of Rs. 10/- each. In the previous year no dividend was recommended.

The dividend will be paid to the members whose names appear in the Register of Members as on 15th September, 2014 (one day before book closure date); in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as beneficial owners as on 15th September, 2014 (one day before book closure date).

FIXED DEPOSIT:

Your Company has accepted 3 deposits during the year of Rs. 2.5 Crores and which were repaid on their due date during the year.

Repayment of matured and unclaimed 4 Deposits amounting to Rs. 44,000/- were made during the year compared to last year''s repayment of 5 Deposits amounting to Rs. 90,000/-.

The Company has 6 Deposits of Rs. 2,00,000/- as on 31st March, 2014 which have remained unclaimed as on 31.03.2014 compared to last year''s 10 Deposits of Rs. 2,44,000 as on 31.03.2013.

CORPORATE SOCIAL RESPONSIBILITY:

The Board of Directors in their meeting held on 29th May, 2014, in terms of requirement of section 135 of the Companies Act, 2013 had constituted the Corporate Social Responsibility (CSR Committee) comprising Mr. Shyamal A. Bodani as the Chairman and Mr. Harshvardhan Piramal and Ms. Amruda Nair as members of Committee.

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

INSURANCE:

The Company''s buildings, plant & machinery and inventories have been adequately insured. Loss of profit with respect to both factories has also been adequately insured.

DIRECTORS:

The Board comprises of eight directors, of which four are independent directors.

In accordance with the provisions of Companies Act, 1956 corresponding with the provisions of Companies Act, 2013 and Articles of Association of the Company, Mr. Anil K. Bodani, Executive Chairman of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re- appointment.

Mr. Girish Dave had resigned as Director and discontinued to be Independent Director of the Company w.e.f. 8th April, 2013. The Board placed on record significant contributions made by Mr. Girish Dave during his tenure.

Pursuant to the provisions of Section 260 of the Companies Act, 1956 corresponding with the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Amruda Nair was appointed as an Additional Director of the Company, designated as an Independent Director w.e.f. 3rd October, 2013 and she shall hold office upto the date of ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing Ms. Amruda Nair for appointment as an Independent Director.

In compliance with the provisions of Companies Act, 2013, Mr. Harshvardhan Piramal, Mr. Prakash Mehta and Mr. Ranjit Puranik, Directors retiring at the ensuing Annual General Meeting. The Company has received requisite notices in writing from members proposing Mr. Harshvardhan Piramal, Mr. Prakash Mehta and Mr. Ranjit Puranik for appointments as Independent Directors.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under clause 49 of the Listing Agreement with the Stock Exchange.

AUDITORS:

M/s Lodha & Co. Chartered Accountants, Mumbai the Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. In accordance with the provisions of section 139, 142 and other applicable provisions, if any of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, it is proposed to re-appoint them as the Auditors of the Company for a period of four consecutive years commencing from the conclusion of this Annual General Meeting , until the conclusion of 46th Annual General Meeting of the Company in the calendar year 2018.

As required under the provisions of section 139 of the Companies Act, 2013, the Company has obtained written consent from M/s Lodha & Co. that their appointment if made would be in conformity with the limits specified in the said section.

Further the Company has received letters from all of them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and they are not disqualified for re-appointment.

AUDITORS'' REPORT:

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

The directors are taking corrective measures for the comments made by auditor. COST AUDITORS:- M/s. N. Ritesh & Associates, Cost Accountants, have been appointed to conduct cost audit for the year ended 31st March 2015. They will submit their report to the Ministry of Corporate Affairs, Government of India.

The cost audit report for the financial year 2012-13 was filed with Ministry of Corporate Affairs on 30th September, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:- The particulars as prescribed under section 217 (I) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given as Annexure "A".

ENVIRONMENTAL COMPLIANCE AND SAFETY:- Your Company gives great importance to pollution control and environment protection and efforts are made at each stage of manufacture to maximize recovery, conserve water and to minimize effluents and emissions. As required by the local authorities the Company submits necessary analytical reports. Environment Audit is conducted on regular basis and reports are submitted to the concerned authorities.

LISTING OF SECURITIES:- Your Company''s Equity Shares are listed at Bombay Stock Exchange Limited. The Shares are under compulsory dematerialization list of the Securities & Exchange Board of India. As on 31st March 2014, total 45,08,446 shares representing 87.82% of Companies Equity Share Capital have been dematerialized. The Company has paid Annual Listing fees for the year 2014-2015 to the Bombay Stock Exchange Limited.

INDUSTRIAL RELATIONS:- The relations with the employees of the Company remained cordial during the year under review. PARTICULARS OF EMPLOYEES:- In terms of provisions of section 217(2A) of the Companies Act, 1956 ("Act") read with Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the Annexure to the Directors'' Report.

However having regard to the provisions of section 219(i)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office or at the corporate office of the Company.

DIRECTOR''S RESPONSIBILITY STATEMENT:- Pursuant to section 217 (2AA) of the Companies Act, 1956 inserted vide the Companies (Amendment) Act, 2000 the Directors of the Company Confirms that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed and there have been no material departure;

2. the selected accounting policies were applied consistently and the Directors 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, 2014 and of the profit of the Company for the year ended on that date;

3. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. the annual accounts have been prepared on a going concern basis. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:- As required under clause 49 of the listing agreement entered with the Stock Exchange, a report is given as Annexure "B" forming part of this Director''s Report.

CORPORATE GOVERNANCE:- Pursuant to Clause 49 of the Listing Agreement, the Management Discussion and Analysis and the Corporate Governance Report together with the Auditors'' Certificate on compliance with the conditions of Corporate Governance as laid down forms part of the Annual Report.

ACKNOWLEDGEMENTS:- The Directors wish to place on record their appreciation for their continued support and co-operation by Financial Institutions, Banks, Government authorities and other stakeholders. Your Directors also acknowledge the support extended by the Company''s Unions and all the employees for their dedicated service.

ON BEHALF OF THE BOARD

PLACE: - MUMBAI ANIL K. BODANI DATE: - 14TH AUGUST, 2014 (EXECUTIVE CHAIRMAN)

Mar 31, 2013

The Directors have pleasure in submitting the 41st Annual Report together with the Audited Accounts of your Company for the year ended 31st March, 2013.

Financial Results:

Rs. in lacs

Particulars Year Ended on Year Ended on

31.03.2013 31.03.2012

Profit before Interest, Depreciation and Tax 3847.58 777.32 Deduction

Interest 57.47 193.99

Depreciation 314.16 274.46

Provision for Income Tax and Deferred Tax 1077.40 83.71

Income Tax for earlier year 4.74 12.82

Net Profit after Tax 2393.81 212.34

Add: Balance brought forward from last year 2163.16 1951.10

Profit available for appropriation 4556.97 2163.44

Your Directors recommend following Appropriation:

General Reserve - -

Proposed Dividends - -

Corporate Tax on Proposed Dividend - 0.28

Balance carried to Balance Sheet 4556.97 2163.16

REVIEW OF OPERATIONS:-

The Company''s sales revenue has increased marginally during the year, the Company has achieved turnover of Rs. 21,681.51 Lacs which is increased by 7.21% as compared to last year turnover of Rs. 20,223.59 Lacs.

The Company earned a Profit after tax of Rs.2,393.81 Lacs during the year which is increased by 1027.35% as compared to last years'' Profit after tax of Rs.212.34 Lacs.

Your Company has performed well during the year by efficiently managing the resources, which result into improved performance and better sales realization, despite steep hike in price of main imported raw materials other inputs like power, natural gas, coal etc.

Furthermore your Company has sold surplus land during the year.

DIVIDEND:

Keeping in mind the financial positions/liquidity of the Company and the near future requirements of funds, your directors'' prefer not to recommend dividend on equity shares of the Company for the F.Y. ended 31.03.2013. In the previous year the dividend was not recommended.

FIXED DEPOSIT:

Your Company has neither accepted any new deposit nor renewed any old deposit during the year.

Repayment of matured and unclaimed 5 Deposits amounting to Rs. 90,000/- were made during the year compared to last year''s repayment of 104 Deposits amounting to Rs. 1,22,50,000/-.

During the year, the Company has transferred 2 deposits amounting Rs. 20,000/- to Investor Education Protection Fund which were matured and remained unclaimed for the period more than seven years.

The Company has 10 Deposits of Rs. 2,44,000/- as on 31st March, 2013 which have remained unclaimed as on 31.03.2013 compared to last year''s 17 Deposits of Rs. 3,54,000 as on 31.03.2012.

INSURANCE:

The Company''s buildings, plant & machinery and inventories have been adequately insured. Loss of profit with respect to both factories has also been adequately insured.

DIRECTORS:

The Board comprises of eight directors, of which four are independent directors.

In accordance with the Companies Act, 1956 and Articles of Association of the Company, Mr. Harshvardhan Piramal and M r. Ranjit Puranik, independent directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

Mr. Girish Dave had resigned as Director and discontinued to be Independent Director of the Company w.e.f. 8th April, 2013. The Board placed on record significant contributions made by Mr. Girish Dave during his tenure.

AUDITORS:

M/s Lodha & Co. Chartered Accountants, Mumbai the Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting. The Company has received a letter from M/s Lodha & Company, Chartered Accountants, Mumbai pursuant to the provisions of Section 224(IB) of the Companies Act, 1956, regarding their eligibility for re-appointment.

AUDITORS'' REPORT:

The directors are taking corrective measures for the comments made by auditor.

COST AUDITORS:-

M/s. P. D. Phadke & Associates, Cost Accountants, have been appointed to conduct cost audit for the year ended 31st March 2013. They will submit their report to the Ministry of Corporate Affairs, Government of India.

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

The particulars as prescribed under section 217 (I) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given as Annexure "A".

ENVIRONMENTAL COMPLIANCE AND SAFETY:-

Your Company gives great importance to pollution control and environment protection and efforts are made at each stage of manufacture to maximize recovery, conserve water and to minimize effluents and emissions. As required by the local authorities the Company submits necessary analytical reports. Environment Audit is conducted on regular basis and reports are submitted to the concerned authorities.

LISTING OF SECURITIES:-

Your Company''s Equity Shares are listed at Bombay Stock Exchange Limited. The Shares are under compulsory dematerialization list of the Securities & Exchange Board of India. As on 31st March 2013, total 44,93,241 shares representing 87.52% of Companies Equity Share Capital have been dematerialized. The Company has paid Annual Listing fees for the year 2013-2014 to the Bombay Stock Exchange Limited.

INDUSTRIAL RELATIONS:-

The relations with the employees of the Company remained cordial during the year under review.

PARTICULARS OF EMPLOYEES:-

In terms of provisions of section 217(2A) of the Companies Act, 1956 ("Act") read with Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the Annexure to the Directors'' Report.

However having regard to the provisions of section 219(i)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office or at the corporate office of the Company.

DIRECTOR''S RESPONSIBILITY STATEMENT:-

Pursuant to section 217 (2AA) of the Companies Act, 1956 inserted vide the Companies (Amendment) Act, 2000 the Directors of the Company Confirms that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed and there have been no material departure;

2. the selected accounting policies were applied consistently and the Directors 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, 2013 and of the profit of the Company for the year ended on that date;

3. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. the annual accounts have been prepared on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-

As required under clause 49 of the listing agreement entered with the Stock Exchange, a report is given as Annexure "B" forming part of this Director''s Report.

CORPORATE GOVERNANCE:-

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion and Analysis and the Corporate Governance Report together with the Auditors'' Certificate on compliance with the conditions of Corporate Governance as laid down forms part of the Annual Report.

ACKNOWLEDGEMENTS:-

The Directors wish to place on record their appreciation for their continued support and co-operation by Financial Institutions, Banks, Government authorities and other stakeholders. Your Directors also acknowledge the support extended by the Company''s Unions and all the employees for their dedicated service.

ON BEHALF OF THE BOARD

PLACE: MUMBAI ANIL K. BODANI

DATE : 12TH AUGUST, 2013 (EXECUTIVE CHAIRMAN)

Mar 31, 2012

The Directors have pleasure in submitting the 40th Annual Report together with the Audited Accounts of your Company for the year ended 31st March, 2012.

Financial Results:

Rs. in lacs Particulars Year Ended on Year Ended on 31.03.2012 31.03.2011

Profit before Interest, Depreciation and Tax 777.32 1375.37 Deduction

Interest 193.99 74.29

Depreciation 274.46 264.06

Provision for Tax, FBT & Deferred Tax 83.71 267.32

Income Tax for earlier year 12.82 4.57

Net Profit after Tax 212.34 765.13

Add: Balance brought forward from last year 1951.10 1375.47

Profit available for appropriation 2163.44 2140.60 Your Directors recommend following Appropriation:

General Reserve - 100.00

Proposed Dividends - 77.01

Corporate Tax on Proposed Dividend 0.28 12.49

Balance carried to Balance Sheet 2163.16 1951.10

REVIEW OF OPERATIONS:-

The Company''s sales revenue has decreased marginally during the year due to reduction in sale prices, the Company has achieved turnover of Rs. 20,223.59 Lacs which is decreased by 6.73% as compared to last year turnover of Rs. 21683.31 Lacs.

The Company''s Profit after tax has decreased during the year due to Foreign Exchange Loss of Rs. 316.03 Lacs, the Company earned a Profit after tax of Rs. 212.34 Lacs during the year which is decreased by 72.3% as compared to last years'' Profit after tax of Rs. 765.13 Lacs.

During the year, there was suddenly steep hike in dollar prices and the rupees value has decreased unexpectedly against dollar and at the same time the sales prices has also been reduced, due to which the profitability has been affected drastically.

The Company has performed well during the year by efficiently managing the resources, despite the adverse conditions.

DIVIDEND:

Keeping in mind the financial positions/liquidity of the company and the near future requirements of funds, your directors''prefer not to recommend dividend on equity shares of the Company for the F.Y. ended 31.03.2012. In the previous year the dividend at the rate of Rs. 1.5 per Equity Share of Rs. 10/- each was recommended.

FIXED DEPOSIT:

The Company has not accepted any new deposit during the year. Repayment of 104 Deposits amounting to Rs. 122.50 Lacs were made during the year. Company has 17 Deposits of Rs. 3.54 Lacs as on 31.03.2012, compared to last year''s 121 Deposits of Rs. 126.04 Lacs. 17 Deposits of Rs. 3.54 Lacs have remained unclaimed as on 31.03.2012.

INSURANCE:

The Company''s buildings, plant & machinery and inventories have been adequately insured. Loss of profit with respect to both factories has also been adequately insured.

DIRECTORS:

In accordance with the Companies Act, 1956 and Articles of Association of the Company, Shri Ranjit A. Puranik and Shri Prakash V. Mehta, independent directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

AUDITORS:

M/s Lodha & Co. Chartered Accountants, Mumbai the Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting. The Company has received a letter from M/s Lodha & Company, Chartered Accountants, Mumbai pursuant to the provisions of Section 224(IB) of the Companies Act, 1956, regarding their eligibility for re-appointment.

AUDITORS'' REPORT:

The directors are taking corrective measures for the comments made by auditor.

COST AUDITORS:-

M/s. P. D. Phadke & Associates, Cost Accountants, have been appointed to conduct cost audit for the year ended 31st March 2012. They will submit their report to the Ministry of Corporate Affairs, Government of India.

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

The particulars as prescribed under section 217 (I) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board Of Directors) Rules, 1988 are given as Annexure "A".

ENVIRONMENTAL COMPLIANCE AND SAFETY:-

Your Company gives great importance to pollution control and environment protection and efforts are made at each stage of manufacture to maximize recovery, conserve water and to minimize effluents and emissions. As required by the local authorities the Company submits necessary analytical reports.Environment Audit is conducted on regular basis and reports are submitted to the concerned authorities.

LISTING OF SECURITIES:-

Your Company''s Equity Shares are listed at Bombay Stock Exchange Limited. The Shares are under compulsory dematerialization list of the Securities & Exchange Board of India. As on at 31st March 2012, total 44, 71, 015 shares representing 87.09% of Companies Equity Share Capital have been dematerialized. The Company has paid Annual Listing fees for the year 2012-2013 to the Bombay Stock Exchange Limited.

INDUSTRIAL RELATIONS:-

The relations with the employees of the Company remained cordial during the year under review. PARTICULARS OF EMPLOYEES:-

There are no employees falling within the purview of sub-section (2A) of Section 217 of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

DIRECTOR''S RESPONSIBILITY STATEMENT:-

Pursuant to section 217 (2AA) of the Companies Act, 1956 inserted vide the Companies (Amendment) Act, 2000 the Directors of the Company Confirms that:

1. that the preparation of the annual accounts, the applicable accounting standards have been followed and there have been no material departure;

2. that the selected accounting policies were applied consistently and the Directors 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, 2012 and of the profit of the Company for the year ended on that date;

3. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-

As required under clause 49 of the listing agreement entered with the Stock Exchange, a report is given as Annexure "B" forming part of this Director''s Report.

CORPORATE GOVERNANCE:-

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion and Analysis and the Corporate Governance Report together with the Auditors'' Certificate on compliance with the conditions of Corporate Governance as laid down forms part of the Annual Report.

ACKNOWLEDGEMENTS:-

The Directors wish to place on record their appreciation for their continued support and co-operation by Financial Institutions, Banks, Government authorities and other stakeholders. Your Directors also acknowledge the support extended by the Company''s Unions and all the employees for their dedicated service.

ON BEHALF OF THE BOARD

Place : MUMBAI ANIL K. BODANI

Date : 9th AUGUST, 2012. (EXECUTIVE CHAIRMAN)

Mar 31, 2011

Dear Membrs,

The Directors have pleasure in submitting the 39th Annual Report together with the Audited Accounts of your Company for the year ended 31st March, 2011.

Financial Results: Rs.in lacs

Particulars Year Ended Year Ended 31.03.2011 31.03.2010

Profit before Interest,Depreciation 1375.37 1909.76 and Tax

Deduction

Interest 74.29 62.74

Depreciation 264.06 246.69

Provision for Tax,FBT &Deferred Tax 267.32 571.44

Income Tax for earlier year 4.57 4.65

Net Profit after Tax 765.13 1024.24

Add: Balance brought forward from 1375.47 476.03 last year

Profit available for appropriation 2140.60 1500.27

Your Directors recommend following Appropriation:

General Reserve 100.00 35.00

Proposed Dividends 77.01 77.01

Corporate Tax on Proposed Dividend 12.49 12.79

Balance carried to Balance Sheet 1951.10 1375.47

REVIEW OF OPERATIONS:-

The Company''s business volume continue to improve during the year, the Company has achieved turnover of Rs. 21663.63 Lacs which is increased by 30.92% of last year and profit after tax is Rs.765.13 Lacs which is about 25% low as compared to last year, under review the turnover was Rs.16546.21 Lacs and profit after tax was Rs.1024.24 Lacs during the previous year.

During the year, there was suddenly steep increase in prices of basic raw materials and market has not accepted finished goods with commensurate increased in raw materials cost. Due to which the profitability has been affected marginally.

The Company has performed well during the year by efficiently managing the resources, which result into improved performance and better sales realization, despite steep rise in price of main imported raw materials and other inputs like power, natural gas, coal etc.

DIVIDEND:

Our Directors recommend a dividend at the rate of Rs. 1.5 per Equity Share of Rs. 10/- each. In the previous year the dividend at the rate of Rs. 1.5 per Equity Share of Rs. 10/- each was recommended.

FIXED DEPOSIT:

The Company has accepted one deposit during the year of Rs. 1 Crore, hence as on 31.03.2011, the Company has 121 Fixed Deposits amounting to Rs. 126.04 lacs as compared to last year 593 fixed Deposit to Rs. 148.54 Lacs. 21 Fixed Deposits amounting to Rs. 4.04 lacs have remained unclaimed as at 31.03.2011.

INSURANCE:

The Company''s buildings, plant & machinery and inventories have been adequately insured. Loss of profit with respect to both factories has also been adequately insured.

DIRECTORS:

In accordance with the Companies Act, 1956 and Articles of Association of the Company, Shri Girish M. Dave and Shri Harshvardhan Piramal are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

Shri Prakash Mehta was appointed as an additional director w.e.f. 5th August, 2011. His appointment as director is proposed in the ensuing Annual General Meeting.

AUDITORS:

M/s Lodha & Co. Chartered Accountants, Mumbai the Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting. The Company has received a letter from M/s Lodha & Company, Chartered Accountants, Mumbai pursuant to the provisions of Section 224(IB) of the Companies Act, 1956, regarding their eligibility for re-appointment.

AUDITORS REPORT:

The directors are taking corrective measures for the comments made by auditor.

COST AUDITORS:-

M/s.P. D. Phadke & Associates, Cost Accountants, have been appointed to conduct cost audit for the year ended 31st March 2012. They will submit their report to the Ministry of Corporate Affairs, Government of India.

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

The particulars as prescribed under section 217 (I) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board Of Directors) Rules, 1988 are given as Annexure ÂA".

ENVIRONMENTAL COMPLIANCE AND SAFETY:-

Your Company gives great importance to pollution control and environment protection and efforts are made at each stage of manufacture to maximize recovery, conserve water and to minimize effluents and emissions. As required by the local authorities the Company submits necessary analytical reports. Environment Audit is conducted on regular basis and reports are submitted to the concerned authorities.

LISTING OF SECURITIES:-

Your Company''s Equity Shares are listed at Bombay Stock Exchange Limited. The Shares are under compulsory dematerialization list of the Securities & Exchange Board of India. As on at 31st March 2011, 44, 37, 139 shares representing 86.44% of Companies Equity Share Capital have been dematerialized. The Company has paid Annual Listing fees for the year 2011-2012 to the Bombay Stock Exchange Limited.

INDUSTRIAL RELATIONS:-

The relations with the employees of the Company remained cordial during the year under review.

PARTICULARS OF EMPLOYEES:-

There are no employees falling within the purview of sub-section (2A) of Section 217 of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

DIRECTOR''S RESPONSIBILITY STATEMENT:-

Pursuant to section 217 (2AA) of the Companies Act, 1956 inserted vide the Companies (Amendment) Act, 2000 the Directors of the Company Confirms that:

1. that the preparation of the annual accounts, the applicable accounting standards have been followed and there have been no material departure;

2. that the selected accounting policies were applied consistently and the Directors 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, 2011 and of the profit of the Company for the year ended on that date;

3. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-

As required under clause 49 of the listing agreement entered with the Stock Exchange, a report is given as Annexure ÂB" forming part of this Director''s Report.

CORPORATE GOVERNANCE:-

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion and Analysis and the Corporate Governance Report together with the Auditors'' Certificate on compliance with the conditions of Corporate Governance as laid down forms part of the Annual Report.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for their continued support and co-operation by Financial Institutions, Banks, Government authorities and other stakeholders. Your Directors also acknowledge the support extended by the Company''s Unions and all the employees for their dedicated service.

ON BEHALF OF THE BOARD

ANIL K. BODANI (EXECUTIVE CHAIRMAN)

Place : MUMBAI Date : 5th AUGUST,2011.

Mar 31, 2010

The Directors have pleasure in submitting the 38th Annual Report together with the Audited Accounts of your Company for the year ended 31st March, 2010.

FINANCIAL RESULTS:

Rs. Lacs

Particulars Year Ended Year Ended

31.03.2010 31.03.2009

Profit before Interest, Depreciation

and Tax 1909.76 1095.93

Deduction - -

Interest 62.74 69.36

Depreciation 246.69 243.79

Provision for Tax, FBT & Deferred Tax 571.44 330.13

Income Tax for earlier year 4.65 82.88

Net Profit after Tax 1024.24 369.77

Add: Balance brought forward from

last year 476.03 231.36

Profit available for appropriation 1500.27 601.13

Your Directors recommend following

Appropriation:

General Reserve 35.00 35.00

Proposed Dividends 77.01 77.01

Corporate Tax on Proposed Dividend 12.79 13.09

Balance carried to Balance Sheet 1375.47 476.03

REVIEW OF OPERATIONS:-

The Companys business volume & profitability continue to improve during the year, the Company has achieved turnover of Rs. 16546.21 Lacs and profit after tax of Rs. 1024.24 Lacs under review as compared to turnover of Rs. 13463.88 Lacs and profit after tax of Rs.369.77 Lacs during the previous year.

The Company has performed well during the year by efficiently managing the resources, which result into improved performance and better sales realization, despite steep rise in price of main imported raw materials and other inputs like power, natural gas, coal etc.

DIVIDEND:

Our Directors recommend a dividend at the rate of Rs. 1.5 per Equity Share of Rs. 10/- each. In the previous year the dividend at the rate of Rs. 1.5 per Equity Share of Rs. 10/- each was recommended.

FIXED DEPOSIT:

The Company not accepting and renewing Fixed Deposit, hence as on 31.03.2010, the Company has 576 Fixed Deposits amounting to Rs. 144.2 lacs as compared to last year 1045 fixed Deposit to Rs. 289.90 Lacs. 16 Fixed Deposits amounting to Rs. 3.34 lacs have remained unclaimed as at 31.03.2010.

INSURANCE:

The Companys buildings, plant & machinery and inventories have been adequately insured. Loss of profit with respect to both factories has also been adequately insured.

DIRECTORS:

In accordance with the Companies Act, 1956 and Articles of Association of the Company, Shri Amitabh A. Himatsingka and Shri Ranjit A. Puranik are liable to retire at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

During the year, Shri Devendra Singh Raghava has been appointed as an Executive Director- Operations w.e.f. 30th April, 2009.

AUDITORS:

M/s Lodha & Co. Chartered Accountants, Mumbai the Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting. The Company has received a letter from M/s Lodha & Company, Chartered Accountants, Mumbai pursuant to the provisions of Section 224(IB) of the Companies Act, 1956, regarding their eligibility for re-appointment.

AUDITORS REPORT:

Your directors are taking corrective measures for comments made by auditors.

COST AUDITORS:-

M/s. P. D. Phadke & Associates, Cost Accountants, have been appointed to conduct cost audit for the year ended 31st March 2010. They will submit their report to the Ministry of Corporate Affairs, Government of India.

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

The particulars as prescribed under section 217 (I) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board Of Directors) Rules, 1988 are given as Annexure "A".

ENVIRONMENTAL COMPLIANCE AND SAFETY:-

Your Company gives great importance to pollution control and environment protection and efforts are made at each stage of manufacture to maximize recovery, conserve water and to minimize effluents and emissions. As required by the local authorities the Company submits necessary analytical reports. Environment Audit is conducted on regular basis and reports are submitted to the concerned authorities.

LISTING OF SECURITIES:-

Your Companys Equity Shares are listed at Bombay Stock Exchange Limited. The Shares are under compulsory dematerialization list of the Securities & Exchange Board of India. As at 31st March 2010, 43, 97,712 shares representing 85.66% of Companies Equity Share Capital have been dematerialized. The Company has paid Annual Listing fees for the year 2010-2011 to the Bombay Stock Exchange Limited.

INDUSTRIAL RELATIONS:-

The relations with the employees of the Company remained cordial during the year under review.

PARTICULARS OF EMPLOYEES:-

There are no employees falling within the purview of sub-section (2A) of Section 217 of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

DIRECTORS RESPONSIBILITY STATEMENT:-

The Board of Directors of the Company Confirms:

1. that the preparation of the annual accounts, the applicable accounting standards have been followed and there have been no material departure;

2. that the selected accounting policies were applied consistently and the Directors 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, 2010 and of the profit of the Company for the year ended on that date;

3. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-

As required under clause 49 of the listing agreement entered with the Stock Exchange, a report is given as Annexure "B" forming part of this Directors Report.

CORPORATE GOVERNANCE:-

A report on Corporate Governance and Certificate from the Auditors thereon forms part of Annual Report.

GENERAL:-

Your Directors place on record their sincere thanks to Bankers and Shareholders for their continuous support and Co-operation. The Directors also place on record their appreciation for the good work done by the employees of the Company.

ON BEHALF OF THE BOARD

Place: Mumbai ANIL K. BODANI

Date : 21st May, 2010 (Executive Chairman)

Mar 31, 2009

The Directors have pleasure in submitting the 37th Annual Report together with the audited accounts of your Company for the year ended 31st March, 2009.

Financial Results:

Particulars Year Ended Year Ended 31.03.09 31.03.08 Rs. In lacs Rs. In lacs

Profit before Interest, Depreciation and Tax 1162.75 394.17

Deduction there from:

Interest 136.18 94.39

Depreciation 243.79 231.68

Provision for Tax, FBT & Deferred tax 330.13 19.00

Incoome Tax for earlier years 82.88 0.00

792.98 345.07

Net Profit after Tax 369.77 49.10

Add: Balance brought forward from last year 231.36 297.36

Profit available for appropriation 601.13 346.46

Your Directors recommend following

appropriations:

General Reserve 35.00 25.00

Proposed Dividends 77.01 77.01

Corporate Tax on Proposed Dividend 13.09 13.09

125.10 115.10

Balance carried to Balance Sheet 476.03 231.36

Review of Operations:

The Companys business volume & profitability continue to improve. During the year, The Company has achieved turnover of Rs. 13,463.88 lacs and profit after tax of Rs. 369.77 lacs under review as compared to turnover of Rs. 10,463.00 lacs and profit after tax of Rs. 49.10 lacs during the previous year.

The Company has performed well during the year by efficiently managing the resources, which result into improved performance and better sales relization, despite steep rise in price of main imported raw material alpha pinene and other inputs like power, natural gas, coal etc.

Dividend:

Your Directors recommend a dividend at the rate of Rs. 1.50 per equity share of Rs. 10/- each. In the previous year the dividend at the rate of Rs. 1.50 per equity share of Rs. 10/- each was recommended.

Fixed Deposit:

As at 31.03.2009, the company has 1045 fixed deposits amounting to Rs. 289.90 lacs. 9 deposits amounting to Rs. 1.49 lacs have remained unclaimed as at 31.03.2009 (of which 2 deposits amounting to Rs. 0.75 lacs has since been repaid).

Insurance:

The Companys buildings, plant & machinery and inventories have been adequately insured. Loss of profit with respect to both factories has also been adequately insured.

Directors:

In accordance with the Companies Act, 1956 and articles of association of the Company, Shri Girish M. Dave and Shri Harshvardhan A. Piramal are liable to retire at the ensuing annual general meeting but being eligible, have offered themselves for re-appointment.

During the year, Shri S. R. Laghate has resigned from both the posts of director and executive director-operations. The management wish to place on record its sincere appreciation for the contribution made by Shri S. R. Laghate in the overall growth of the Company.

Shri. Ranjit A. Puranik was appointed as an additional director w. e. f. 30.09.2008. His appointment as Director is proposed in the ensuing Annual General Meeting. Shri. D. S. Raghava was also appointed as an additional director as well as Executive Director- operations w. e. f. 30.04.2009. His appointment as a director as well as an Executive Director-Operations is proposed to be approved by the members in the ensuing Annual General Meeting.

Auditors:

M/s Lodha & Co., Chartered Accountants, Mumbai the auditors of the Company, hold office till the conclusion of the ensuing annual general meeting. The Company has received a letter from M/s Lodha & Co., Chartered Accountants, Mumbai pursuant to the provisions of Section 224 (IB) of the Companies Act, 1956, regarding their eligibility for re-appointment.

Auditors Report:

The Auditors without qualifying their opinion have drawn attention to Note No. C of B of Schedule 18 of notes to accounts regarding possible liability to repay Rs. 98.11 lacs towards refund of sales tax (Jammu & Kashmir) on gum resin given to erstwhile Pine Chemicals Ltd. (PCL). The directors wish to state that the said note is self-explanatory.

Cost Auditors:

M/s. P. D. Phadke & Associates, Cost Accountants, have been appointed to conduct cost audit for the year ended 31st March 2009. They will submit their report to the Department of Company Affairs, Government of India.

Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo:

The particulars as prescribed under Section 217 (I) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given as Annexure A.

Environmental Compliance and Safety:

Your Company gives great importance to pollution control and environment protection and efforts are made at each stage of manufacture to maximise recovery, conserve water and to minimize effluents and emissions. As required by the local authorities, the Company submits necessary analytical reports. Environment Audit is conducted on regular basis and reports are submitted to the concerned authorities. A safety committee has been constituted to regularly monitor the whole system. Annual safety awards are also given to encourage the awareness.

Listing of Securities:

Your companys equity shares are listed at Bombay Stock Exchange Ltd. The Shares are under compulsory dematerialization list of the Securities & Exchange Board of India. As at 31st March 2009, 43,73,964 shares representing 85.20% of companys equity share capital have been dematerialised. The Company has paid Annual Listing fees for the year 2009-10 to the Bombay Stock Exchange Ltd.

Industrial Relations:

The relations with the employees of the Company remained cordial during the year under review.

Particulars of Employees:

There are no employees falling within the purview of sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Directors Responsibility Statement

The Board of Directors of the Company confirms :

1. that the preparation of the annual accounts, the applicable accounting standards have been followed and there have been no material departure;

2. that the selected accounting policies were applied consistently and the Directors made judgements 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 March 31, 2009 and of the profit of the Company for the year ended on that date;

3. 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 irregularties; and

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

Management Discussion and Analysis Report:

As required under clause 49 of the listing agreement entered with the Stock Exchange, a report is given as Annexure B forming part of this Directors report.

Corporate Governance:

A report on corporate governance and certificate from the Auditors thereon forms part of annual report.

General:

Your Directors place on record their sincere thanks to the bankers and shareholders for their continuous support and co-operation. The Directors also place on record their appreciation for the good work done by the employees of the Company.

For and on behalf of the Board of Directors

Mumbai, [ANIL BODANI] Date: 31st July, 2009 Executive Chairman

Mar 31, 2008

The Directors have pleasure in submitting the 36th Annual Report together with the audited accounts of your Company for the year ended 31st March 2008. Financial Results:

Year ended Year ended 31.03.08 31.03.07 Rs. in lacs Rs. in lacs

Gross Profit before Interest, Depreciation and Tax 394.17 461.24

Deduction therefrom:

Interest 94.39 111.89

Depreciation 231.68 220.12

Provision for Tax, FBT & Deferred tax 22.16 (37.83)

348.22 294.18

Net Profit after Tax 45.94 167.06

Add/Less: Excess/Short provision for tax 3.15 0.97

Add: Balance brought forward from last year 297.36 244.43

Profit available for appropriation 346.46 412.46 Your Directors recommend following appropriations:

General Reserve 25.00 25.00

Proposed Dividend 77.01 77.01

Corporate Tax on Proposed Dividend 13.09 13.09

115.10 115.10

Balance carried to Balance Sheet 231.36 297.36

Directors Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors based on the representations received from operating management, confirm that:-

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed and that there is no material departure;

2. They have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied the accounting policies consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for that period;

3. They have taken proper and sufficient care to the best of their knowledge and ability, 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.

4. They have prepared the annual accounts on a going concern basis.

Working Results:

The Company has achieved turnover of Rs. II ,679.03 Lacs during the year under review as compared to turnover of Rs. 12,805.83 Lacs during the previous year. The reduction in turnover is primarily due to reduction in prices of major products due to stiff international competition and weakening of the dollar leading to lower sales realization. Performance during the year has also been adversely affected largely due to incessant increase in price of crude oil that in turn increased the energy cost, steep rise in price of main raw material, alpha pinene from China due to extreme weather conditions and higher demand, increase in cost of other inputs and inability to pass on full burden to the customers.

Dividend:

Your Directors recommend a dividend at the rate of Rs. 1.50 per equity share of Rs. 10/- each. In the previous year the dividend at the rate of Rs. 1.50 per equity share of Rs. 10/- each was recommended.

Finance:

The FD scheme was revised in April 2007 with respect to minimum amount of fixed deposit, rate of interest and brokerage. As at 3.03.2008, the company has 1004 Fixed Deposits amounting to Rs. 303.09 lacs. 11 deposits amounting to Rs. 1.79 lacs have remained unclaimed as at 31 -03-2008 (of which 4 deposit amounting to Rs. 1.05 lacs has since been repaid). During the year I deposit, amounting to Rs. 0.05 lacs was transferred to Investor Education and Protection Fund.

Expansion & Other projects:

During the year under review at Bareilly plant, a solid fuel boiler was installed & commissioned at the cost of Rs. I 12 lacs, which uses veneer wood chips as a fuel. Entire project cost was financed through Internal Accruals. The new boiler was fully operational by October07 and the entire project cost was recovered by end of March08. Secondly, the Inert Gas Plant operated on HSD was replaced at the cost of Rs. 15.76 lacs by new Nitrogen Plant. This plant was also operational by October07. This new plant does not use costly HSD & has a better operational process. Both these steps have resulted" in substantial savings in manufacturing cost on Power & Fuel. Total Savings from above two projects work out to be about Rs. 130 lacs in last two quarters of the Financial Year 2007-08. During the year under review, capital expenditure of Rs. 375 lacs was made at Vadodara plant towards installation of a new plant for production of Alpha Pinene Epoxide to increase the production capacity of this product.

Sale of Shares by the Promoters:

The Promoter and Promoter Group comprising of Midland Finance and Investment Enterprises Pvt. Ltd., Shri Harshul Dalai, Smt. Nina Dalai, Ms. Punya Dalai, Ms. Stuti Dalai and Shri Harshul Dalai (HUF) have entered into a share purchase agreement with M/s Oriental Aromatics Ltd. to sell off their entire shareholding of 16,77,129 fully paid up Equity Shares of Rs. 10/- each being 32.67% of the total issued, subscribed and fully paid up equity share capital of our Company at a price of Rs. 167/- per equity share aggregating to consideration of Rs. 28.01 Crores.

Insurance:

The Companys buildings, plant & machinery and inventories have been adequately insured. Loss of profit with respect to both factories has also been adequately insured.

Directors:

In accordance with the Companies Act, 1956 and Articles of Association of the Company, Shri J. K. Setna and Shri S. M. Mehta are liable to retire at the ensuing Annual General Meeting but though eligible do not wish to offer themselves for re-appointment. The Board has decided not to fill the vacancies, so created.

Auditors Report:

The Auditors without qualifying their opinion have drawn attention to Note No. 3 of Schedule 3.3 of notes to accounts regarding possible liability to repay Rs. 98.11 lacs towards refund of Sales Tax (Jammu & Kashmir) on Gum Resin given to erstwhile Pine Chemicals Ltd. (PCL). The directors wish to state that the said note is self-explanatory.

Cost Auditors:

M/s. R D. Phadke & Associates, Cost Accountants, have been appointed to conduct Cost Audit for the year ended 31st March 2008. They will submit their report to the Department of Company Affairs, Government of India.

Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo:

The particulars as prescribed under Section 217 (I) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given as Annexure A.

Environmental Compliance and Safety:

Your Company gives great importance to pollution control and environment protection and efforts are made at each stage of manufacture to maximise recovery, conserve water and to minimize efficients and emissions. As required by the local authorities, the Company submits necessary analytical reports. Environment Audit is conducted on regular basis and reports are submitted to the concerned authorities. A Safety Committee has been constituted to regularly monitor the whole system. Annual Safety Awards are also given to encourage the awareness.

Listing of Securities:

Your companys equity shares are currently listed at Bombay Stock Exchange Ltd. The Shares are under compulsory dematerialization list of the Securities & Exchange Board of India. As at 31st March 2008, 42,94,376 shares representing 83.65 % of companys equity share capital have been dematerialised.

Industrial Relations:

The relations with the employees of the Company remained cordial during the year under review.

Particulars of Employees:

Information in accordance with sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and forming part of the Directors Report is given as Annexure B to this Report. ,

Management Discussion and Analysis Report:

As required under clause 49 of the listing agreement entered with the Stock Exchange, a report is given as Annexure C forming part of this Directors report.

Corporate Governance:

A report on Corporate Governance and certificate from the Auditors thereon forms part of Annual Report.

General:

Your Directors place on record their sincere thanks to the bankers and shareholders for their continuous support and co-operation. The Directors also place on record their appreciation for the good work done by the employees of the Company.

For and on behalf of the Board of Directors

Mumbai, [HARSHUL DALAL] Date: 30th July, 2008 Chairman & Managing Director

Mar 31, 2007

The Directors have pleasure in submitting the 35th Annual Report together with the audited accounts of your Company for the year ended 3 Ist March 2007.

Financial Results : Current Year Previous Year (Rs. In lacs) (Rs. In lacs)

Gross Profit before Interest, Depreciation and Tax 461.24 370.79 Deduction therefrom : Interest 111.89 104.50 Depreciation 220.12 217.25 Provision for Tax, FBT & Deferred tax (37.83) 17.47 294.18 339.22 Net Profit after Tax 167.06 3I.57 Add: Income Tax refund of earlier years - 13.42 Add/Less : Excess/Short provision for tax, 0.97 7.67 Add : Balance brought forward from last year 244.43 304.58 Profit available for appropriation 412.46 357.24 Your Directors recommend following appropriations : General Reserve 25.00 25.00 Proposed Dividend 77.01 77.01 Corporate Tax on Proposed Dividend 13.09 10.80 115.10 112.81 Balance carried to Balance Sheet 297.36 244.43

Directors Responsibility Statement:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors based on the representations received from operating management, confirm that :-

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed and that there is no material departure;

2. They have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied the accounting policies consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for that period;

3. They have taken proper and sufficient care to the best of their knowledge and ability, 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.

4. They have prepared the annual accounts on a going concern basis. Working Results:

The Company has achieved turnover of Rs. 12805.83 lacs during the year under review as compared to turnover of Rs. 10357.50 lacs during the previous year, representing an increase of about 24%. In the last two years, there has

been improvement in turnover mainly from Vadodara plant and resultant operating results. However input costs mainly raw material is affecting the financial performance inspite of savings in manufacturing expenses like power.

Dividend:

Your Directors recommend a dividend at the rate of Rs. 1.5 per equity share of Rs. I O/- each. In the previous year the dividend at the rate of Rs. 1.50 per equity share of Rs. IO/- each was recommended.

Finance:

ÂThe Company restarted the Fixed Deposit Scheme in February 2006. The scheme was revised in April 2007 with respect to minimum amount of fixed deposit, rate of interest and brokerage. As at 3 I -03-2007 the company has 465 Fixed Deposits amounting to Rs. 168.10 lacs. Out of deposits accepted till July 2003, 12 deposits amounting to Rs. 1.36 lacs have remained unclaimed as at 31-03-2007 (of which 2 deposits amounting to Rs. 0.32 lacs have since been repaid and I deposit amounting to Rs. 0.05 lacs has since been transferred to Investor Education and Protection Fund). During the year 2 deposits, amounting to Rs. 0.09 lacs were transferred to Investor Education and Protection Fund.

Expansion & other projects:

At Bareilly factory, new solid fuel boiler will be operational by October 2007 which will substantially reduce energy cost and improve profitability. At Nandesari factory, Alpha Pinene Epoxide capacity is being doubled, alongwith modification and debottlenecking of other sections of the plant to further improve productivity and profitability of existing operations.

Insurance:

The Companys buildings, plant & machinery and inventories have been adequately insured. Loss of profit with respect to both factories has also been adequately insured.

Directors:

In accordance with the Companies Act, 1956 and Articles of Association of the Company, Smt. Nina H. Dalai and Shri S. M. Thakore are retiring by rotation but being eligible, have offered themselves for re-appointment.

Auditors:

M/s. B. D. Jokhakar & Company, Chartered Accountants, the Auditors of the Company, hold office until the conclu- sion of the ensuing Annual General Meeting. The Company has received a certificate from M/s. B. D. Jokhakar & Company, Chartered Accountants, pursuant to the provisions of Section 224( IB) of the Companies Act, 1956, regarding their eligibility for re-appointment.

Auditors Report:

The Auditors without qualifying their opinion have drawn attention to Note No.3 of Schedule 3.3 of the Annual Accounts regarding possible liability to repay Rs. 98.1 I lacs towards refund of sales tax (Jammu & Kashmir) on Gum Resin given to erstwhile Pine Chemicals Ltd.(PCL).The directors wish to state that the said note is self explanatory.

Cost Auditors:

M/s. P.O. Phadke & Associates, Cost Accountants, have been appointed to conduct Cost Audit for the year ended 3 I" March 2007. They will submit their report to the Department of Company Affairs, Government of India.

Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo:

The particulars as prescribed under Section 217 (I) (e) of the Companies Act, 1956 read with Companies (Disclo- sure of Particulars in the Report of Board of Directors) Rules, 1988 are given as Annexure A.

Environmental Compliance and Safety:

Your Company gives great importance to pollution control and environment protection and efforts are made at each stage of manufacture to maximise recovery, conserve water and to minimize effluents and emissions. As required by the local authorities, the Company submits necessary analytical reports. Environment Audit is conducted on regular basis and reports are submitted to the concerned authorities. A Safety Committee has been constituted to regularly monitor the whole system. Annual Safety Awards are also given to encourage the awareness.

Listing of Securities:

Your companys equity shares are currently listed at Bombay Stock Exchange Ltd. The Shares are under compulsory dematerialization list of the Securities & Exchange Board of India. As at 31st March 2007 41,25,336 shares represent- ing 80.36% of companys equity share capital have been dematerialised. As approved in the last Annual General Meeting the equity shares of the Company have been delisted from The Vadodara Stock Exchange Limited and The Delhi Stock Exchange Association Limited w.e.f. 16-01-2007 and 24-03-2007 respectively.

Industrial Relations:

The relations with the employees of the Company remained cordial during the year under review. Particulars of Employees:

Information in accordance with sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Compa- nies (Particulars of Employees) Rules, 1975 and forming part of the Directors Report is given as Annexure B to this Report.

Management Discussion and Analysis Report:

As required under clause 49 of the listing agreement entered with the Stock Exchange, a report is given as Annexure C forming part of this Directors report.

Corporate Governance:

A separate report on Corporate Governance along with the Auditors Certificate on compliance is given as Annexure D.

General:

Your Directors place on record their sincere thanks to the bankers and shareholders for their continuous support and co-operation. The Directors also place on record their appreciation for the good work done by the employees of the Company.

For and on behalf of the Board of Directors

Mumbai, HARSHUL DALAL Date: 29th June, 2007 Chairman & Managing Director

Mar 31, 2006

Your Directors have pleasure in submitting the 34th Annual with the audited accounts of your Company for the year ended 31st March 2006.

Financial Results:

Current Year Previous Year Rs. In lacs Rs. In lacs Gross Profit before Interest, Depreciation, Tax and - - Profit on sale of assets 350.16 158.56

Add: Profit on sale of assets 20.63 440.76 Gross Profit before Interest, Depreciation and Tax. 370.79 599.32 Dedurdon therefrom.

Interest 104.50 53.86

Depreciation 217.25 188.35

Provision for Taxation FBT & Deferred taxation 17.47 129.90

339.22 372.14

Net Profit after Tax 31.57 227.18

Add: income fax refund of earlier years 13.42 2.59

Add/Less: Excess/Short provision for tax 7.67 (6.32)

Add: Balance brought forward from last year 304.58 218.94

Profit available for appropt iation 357.24 442.39

Your Directors recommend following appropriations

General Reserve 25.00 50.00

Proposed Dividend 77.01 77.01

Corporate Tax on Proposed Dividend 10.80 10.80

112.81 137.81

Balance carried to Balance Sheet 244.43 304.58

Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors based on the representations received from operating management, confirm that:

1. in the preparation of the Annual Accounts, the applicable a accounting standards pave been followed and that there are no material departures;

2. they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for that period;

3. they have taken proper and sufficient care to the best of their knowledge and ability 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;

4. they have prepared the annual accounts on a "going concern basis.

Working Results:

The Company has achieved turnover of Rs. 10358 lacs during the year under review as compared to turnover of Rs.8323 lacs during the previous year, representing an increase of about 25%. With the Companys plant at Vadodara being operational after substantial expansion last year, there is an improvement in turnover and resultant operating results. With expected improvement in market and turnover, reduction/stabilization of input costs the Company is hopaful of achieving better performance in coming year.

Dividend:

Your Directors recommend to maintain the dividend at the rate of Rs.1.50 per equity share of Rs.10/- each, as paid for the previous year.

Finance:

The Company had discontinued the fixed deposit scheme w.e.f. July 2003 and accordingly not renewed or accepted any fixed deposits thereafter till January 2006, when the fixed deposit scheme was restarted. Till 31.3.2006 fixed deposits aggregating to Rs. 15.60 lacs were accepted. Total 28 deposits accepted till July 2003, amounting to Rs.2.93 lacs have remained unclaimed as on 31st March. 2006 (of which eight deposits amounting to Rs.0.76 lacs have since been repaid and one deposit amounting to Rs.0.025 lacs has since been transferred to Investor Education and Protection Fund). During the year, no amount was due to be transferred to the Investor Education and Protection Fund.

Insurance:

The Companys buildings, plant and machinery, stores and stocks have been adequately insured. Loss of profit with respect to both factories has also been adaquately insured.

Directors;

In accordance with the Companies Act, 1956 and Articles of Association of the Company, Shri H. R. Prasad and Shri S. R. Laghate are retiring by rotation but being eligible, have offered themselves for re-appointment. Shri. S. M. Mehta, was appointed as additional director by the Board, and holds office upto the dace of the Annual General Meeting. His candidature is proposed for the office of Director.

Auditors:

M/s. B. D. Jokhakar & Company, Chartered Accountants, the Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a certificate from M/s. B. D. Jokhakar & Company, Chartered Accountants, pursuant to the provisions of Section 224(I) of the Companies Act, 1956, regarding their eligibility for re-appointment.

Auditors Report:

The Auditors without qualifying their opinion have drawn attention to Note No.5 of Schedule 3 of notes to accounts regarding possible liability to repay Rs. 98.11 lacs towards refund of sales tax (Jammu & Kashmir) on Gum Resin given to erstwhile Pine Chemicals Ltd.(PCL).The directors wish to state that the said note is self explanatory.

Cost Auditors:

M/s.P.D.Phadke & Associates, Cost Accountants, have been appointed to conduct Cost Audit for the year ended 31st March 2006. They will submit their report to the Department of Company Affairs, Government of India.

Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo:

The particulars as prescribed under sub-section (I) (e) of Section 217 of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given as Annexure `A.

Environmental Compliance and Safety:

Your Company gives great importance to pollution control and environment protection and efforts are made at each Stage of manufacture to minimize effluents and emissions. As required by the local authorities, the Company submits necessary analytical reports.

Listing of Securities:

Your companys equity shares are currently iisted at Mumbai, Delhi & Vadodara Stock Exchanges. The Shares are under compulsory dematerializacion list of the Securities & Exchange Board of India. Till date 39,14,453 shares representing 76.25% of companys equity share capital have been dematerialized. The proposal to delist the equity shares of the Company from The Delhi Stock Exchange Association Limited and Vadodara Stock Exchange Limited is put up for the approval of the members at the ensuing Annual General Meeting.

Industrial Relations:

The relations with the employees of the Company remained cordial during the year under review.

Particulars of Employees:

Information in accordance with sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and forming part of the Directors Report is given as Annexure `B to this Report.

Management Discussion and Analysis Report:

As required under clause 49 of the listing agreement entered with the Stock Exchanges, a report is given as Annexure `C forming part of this Directors report.

Corporate Governance:

A separate report on Corporate Governance along with the Auditors Certificate on compliance is given as Annexure `D,

General:

Your Directors place on record their sincere thanks to the bankers and shareholders for their continuous support and co-operation. The Directors also place on record their appreciation for the good work done by the employees of the Company.

For and on behalf of the Board of Directors Mumbai, HARSHUL DALAL Date: 29th June, 2006 Chairman & Managing Director

Mar 31, 2005

Our Directors have pleasure in submitting the 33rd Annual Report together with the audited accounts of your Company for the year ended 31st March, 2005.

Financial Results:

Previous Year Rs. in lacs Rs. in lacs

Gross Profit before Interest, Depreciation and Tax 599.32 824.55 Deduction therefrom;

Interest 53.86 62.19

Depreciation 188.38 150.09

Provision for Taxation & Deferred Taxation 129.90 219.82

372.14 432.10

Net Profit after Tax 227.18 392.45

Add: Income Tax refund of earlier years 2.59 21.88

Less: Short provision of tax 6.32 0

Add: Balance brought forward from last year 218.94 178.35

Profit available for appropriation 442.39 592.68

Your Directors recommend following appropriations:

General Reserve 50.00 200.00

Proposed Dividend 77.01 154.01

Corporate Tax on Dividend 10.80 19.73

137.81 373.74

Balance carried to Balance Sheet 304.58 218.94

Directors Responsibility Statement:

Pursuantto Section 217(2AA) of the Companies Act, 1956. the Directors based on the representations received from operating management, confirm that:

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed and that there are no material departures;

2. They have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

3. They have taken proper and sufficient care to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company arid for preventing and detecting fraud and other irregularities;

4. They have prepared the annual accounts on a "going concern basis".

Working Results:

The Company has achieved a total turnover of Rs.8323 lacs during year under review as compared to previous years turnover of Rs.8492 lacs, representing a marginal decrease of 2%. Due to adverse economic conditions and market slowdown, the Companys turnover has recorded a marginal decrease since the last year. However, with Companys plant at Vadodara being fully operational after substantial expansion, improving economy of the country and favourable market conditions, Company is hopeful of achieving higher turnover in coming years.

Dividend:

Your Directors recommend a dividend at the rate of Rs. 1.5/- per share of R.S. 10/- each as against Rs. 3/- per share of Rs. 10/- each paid last year.

Finance:

During the year the financial liquidity was comfortable in view of the profit and cash generation from the normal operations of the Company.

The Company has discontinued fixed deposit scheme w.e.f. July 2003 and accordingly not renewed or accepted any fixed deposits thereafter. The fixed deposits accepted earlier are being repaid as and when claimed on maturity or otherwise and are within the limits prescribed by the Companies (Acceptance of Deposits) Rules, 1975. Total 82 deposits amounting to Rs. 16.62 lacs have remained unclaimed as on 31st March, 2005 (of which 34 deposits aggregating to Rs.10.85 lacs have since been repaid). During the year, since there are no deposits with the Company which are unclaimed for a period of seven years or more from the dates they first became due for payment, no amount has been transferred to the Investor Education and Protection Fund during the financial year 2004-05.

Expansion plans;

The Company has successfully completed substantial expansion of its plant at Nandesari, to manufacture new fragrance chemicals and intermediaries and increase production capacity of the existing products. The plant has since been commissioned. The entire cost for the said expansion has been funded through internal accruals.

Insurance:

The Companys buildings, plant and machinery, stores and stocks have been adequately insured. Loss of profit in respect of both factories have also been adequately insured.

Directors:

In accordance with the Companies Act, 1956 and Articles of Association of the Company, Shri J. K. Setna and Shri S. M. Thakore are retiring by rotation but being eligible, have offered themselves for re-appointment.

Auditors:

M/s. B. D.Jokhakar & Company, Chartered Accountants, the Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a certificate from M/s. B. D. jokhakar & Company, Chartered Accountants, pursuant to the provisions of Section 224(1) of the Companies Act, 1956, regarding their eligibility for re-appointment.

Auditors Report:

With regard to observation of Auditors for non-payment of liability to pay State SalesTax on raw material refunded by the State, the Directors wish to state that the Company has filed a contempt petition for securing refund and the matter is under consideration of the Industries Department.

Cost Auditors:

M/s.P.D.Phadke & Associates, Cost Accountants, have been appointed to conduct cost audit for the year ended 3 Ist March 2005. They will submit their report to the Department of Company Affairs, Government of India.

Postal Ballot

The Company had entered into an agreement with the Purchaser for the sale of Bareilly division as per the resolution passed through postal ballot on the 28th December 2004 in terms of Section 192A of the Companies Act, 1956 read with Companies (Passing of Resolution by Postal Ballot) Rules 2001. This agreement ipso facto came to an end recently for non-fulfillment of terms of the agreement within the stipulated time frame. The Purchaser has however contended that the agreement has not come to an end which contention is denied by the Company. The Purchaser has also sought to invoke arbitration which is also being contested.

Managerial Remuneration

The Managerial Remuneration payable to the Managing Director and the Executive Director had been duly approved by the shareholders at the Annual General Meeting dated 20th September 2003 and the same was being paid to the Managing Director and Executive Director out of the net profits of the Company in accordance with Sections 198. 309 and other applicable provisions of the Companies Act, 1956. However, for the year 2004-05, as the net profit is inadequate, the managerial remuneration paid to the Managing Director and Executive Director has been computed in accordance with Part B, Section 11 of the Schedule XIII of the Companies Act, 1956. Such payment of remuneration is duly approved by the Remuneration Committee and the same is subject to the approval of the shareholders at the ensuing Annual General Meeting by means of a special resolution. In case the said consent of the shareholders is not obtained, the remuneration paid to the Managing Director and Executive Director shall be refunded back by them to the Company. The shareholders are requested to kindly draw their attention to Note 13 of the Notes on Accounts in this regard.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The particulars as prescribed under sub-section (I) (e) of Section 217 of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given as Annexure - A.

Environmental Compliance and Safety:

Your Company gives great importance to pollution control and environment protection and efforts are made at each stage of manufacture to minimize effluents and emissions. As required by the local authorities, necessary analytical reports are submitted by the Company.

Listing of Company Securities:

Your companys shares are currently listed at Mumbai, Delhi & Vadodara Stock Exchanges. The Shares are under compulsory dematerialization list of the Securities & Exchange Board of India. Till date, about 37.27 lacs shares representing 72.60% of companys equity share capital have been dematerialized.

Industrial Relations:

The relations with the employees of the Company remained cordial during the year under review.

Particulars of Employees:

Statement of employees particulars to be given pursuant to sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, as per Annexure `B is forming part of this Directors Report.

Management Discussion and Analysis Report:

As required under clause 49 of the listing agreement entered with the Stock Exchanges, a report is given in Annexure `C forming part of this Directors report

Corporate Governance:

A separate report on Corporate Governance alongwith Auditors Certificate on compliance is given in Annexure `D.

General:

Your Directors place on record their sincere thanks to the Banks and shareholders for their continuous support and co-operation. The Directors also place on record their appreciation for the good work done by the employees of the Company.

For and on Behalf of the Board of Directors, Mumbai, HARSHUL DALAL Date: 30th June, 2005 Chairman & Managing Director

ANNEXURE A TO THE DIRECTORS REPORT

Conservation of Energy, Technotogy Absorption and Foreign Exchange Earnings and Outgo:

I. Conservation of Energy:

(a) Energy conservation measures taken:

Conservation of energy is an ongoing process and constant efforts are being made to conserve the energy by introduction of energy saving measures and efficient control of manufacturing processes.

II Particulars Regarding Research and Development & Technology Absorption

The total expenditure for R & D during the year under review is Rs. 58.42 lacs (Previous year 69.70 lacs) of which 0.29 lacs (Previous year Rs. 7.95 lacs) is towards capital expenditure

III Foreign Exchange Earnings and Outgo:

The Company continues to export its various products to U.S.A., Europe and other countries where the quality of the products is well accepted.

During the year foreign exchange earnings were Rs. 1.441.59 lacs (Previous year 1,512.99 lacs) and foreign exchange outgo was Rs. 2,497.96 lacs (Previous year Rs. 2,632.57 lacs)

ANNEXURE `C TO DIRECTORS REPORT

Management Discussion and Analysis:

Overview:

The Company is engaged in the manufacturing and selling of camphor, Terpineols, resins and variety of other Terpene chemicals at its plant at Clutterbuckganj, Bareilly, U.P.

The Companys plant at Vadodara is engaged in the manufacturing and selling of fragrance chemicals and fragrance chemical intermediaries.

Economy and Business Outlook:

Although the overall economy of the country was bullish, several factors such as abnormally high costs of fuel and various chemicals resulted into high cost of production, which could not be fully passed on to the market due to extremely competitive market conditions.

The Company has initiated cost cutting and energy saving measures to improve the profitability.

Risks and Concerns:

There is unhealthy competition from internal and external market forces, which could affect the profitability of the Company.

Internal Control Systems and its Adequacy:

The Company has put in place necessary internal control system commensurate with its operations for facilitating accurate, reliable and speedy compilation of financial information, safegaurding the assets and interests of the Company and ensuring compliance with laws and regulations. Thorough checks are conducted on a regular basis and necessary remedial measures are adopted. Audit Committee of the Board of Directors periodically reviews audit plans, observations and recommendations of the internal auditors as well as external auditors with reference to significant risk areas and adequacy of internal controls.

Human Resources/Industrial Relations:

The industrial relations in both the manufacturing units of the Company continued to be cordial.

The Companys work force is being encouraged to adapt to the fast changing environment and acquire necessary skills and update their knowledge.

Pollution and Environment Control:

The Company has always paid highest importance to ensure that the environment remains relatively pollution free. The work force is continuously trained and coached in safety and are provided appropriate safety equipment.

Adequate pollution control facilities are installed at both the plants as per guidelines of pollution control authority and are run as per set norms.

Cautionary Statement:

Statements in the Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations may be "forward-looking statements" withm the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations, include, among others, economic conditions affecting demand/supply and price conditions in the domestic market in which Company operates mainly, changes in Government regulations, tax laws and other status and incidental factors.

Mar 31, 2004

Your Directors have pleasure in submitting the 32nd Annual Report together with the audited accounts of your Company for the year ended 31st March, 2004.

*Financial Results: Previous Year Rupees Lacs Rupees Lacs

Gross Profit for the year 765.14 623.97

Deduction there from:

Depreciation 150.09 153.63

Amounts written off (Net) 2.49 3.43

Provision for Doubtful debts/receivables - 7.70

Provision for contingencies 0.29 28.71

Provision for Taxation & Deferred Taxation 219.82 167.70

372.69 361.17

Net Profit after Tax 392.45 262.80

Add: Extra ordinary Income - 31.00

Add: Income Tax refund of earlier year 21.88 -

Add: Excess provision of tax written back - 67.47

Add: Balance brought forward from last year 178.35 161.86

Profit available for appropriation 592.68 523.13

Your Directors recommend following appropriations?

General Reserve 200.00 200.00

Dividend 154.01 128.34

Corporate Tax on Dividend 19.73 16.44

373.74 344.78

Balance carried to Balance Sheet 218.94 178.35

Directors Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1 956, the Directors based on the representations received from operating management, confirm that:

1. in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that there are no material departures;

2. they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

3. they have taken proper and sufficient care to the best of their knowledge and ability, 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;

4. they have prepared the annual accounts on a "going concern basis".

Working Results:

The Company has achieved a total turnover of Rs.8554 lacs during year under review as compared to previous years turnover of Rs.8423 lacs, representing a marginal increase of 1,5%.The Company has been able to achieve this turnover despite difficult economic conditions.

Dividend:

Your Directors recommend a dividend at the rate of Rs. 3/- per share of Rs. 10/- each as against Rs. 2.50 per share of Rs. 10/- each paid last year.

Finance:

During the year the financial liquidity was comfortable in view of the profit and cash generation from the normal operations of the Company.

The Company has discontinued accepting/renewing fixed deposits since July 2003. The fixed deposits accepted earlier are being repaid as and when claimed on maturity or otherwise and are within the limits prescribed by the Companies (Acceptance of Deposits) Rules, (975. Total 45 deposits amounting to Rs.4.52 lacs have remained unclaimed as on 31.3.2004 (of which 9 deposits aggregating to Rs.1.02 lacs have since been repaid.) The Company during the year transferred an amount of Rs. 0.12 lacs. out of unclaimed deposits, to the Investor Education & Protection Fund.

Expansion plans:

The substantial expansion of the plant at Nandesari, Vadodara to manufacture new fragrance chemicals and to increase production capacity of the existing products is, barring unforeseen circumstances, expected to be commissioned by September 2004. The estimated project cost of Rs. 13.5 Crores is being funded from internal accruals.

Insurance:

The Companys buildings, plant and machinery, stores and stocks have been adequately insured. Loss of profit in respect of both factories have also been adequately insured.

Directors:

In accordance with the Companies Act. 1956 and Articles of Association of the Company. Shri H.R.Prasad and Smt. Nina Dalal are retiring by rotation bufbeing eligible, have offered themselves for re-appointment.

Auditors:

M/s. B. D.Jokhakar & Company, Chartered Accountants, the Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a certificate from M/s B. D.Jokhakar & Company, Chartered Accountants, pursuant to the provisions of Section 224(1) of the Companies Act, 1956, regarding their eligibility for appointment, if made at the ensuing Annual General Meeting.

Auditors Report:

The auditors without qualifying their opinion have drawn attention to Note No. 5 of Schedule 3 of Notes to accounts regarding possible liability to repay Rs.98.11 lacs towards refund of State Sales Tax (Jammu & Kashmir) on Gum Resin given to erstwhile Pine Chemicals Limited (PCL).The directors wish to state that the, said note is self-explanatory.

Cost Auditors:

M/s.P.D.Phadke & Associates, Cost Accountants, have been appointed to conduct cost audit for the year ended 31st March, 2004. They wilt submit their report to the Department of Company Affairs, Government of India.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The particulars as prescribed under sub-section (I) (e) of Section 217 of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules. 1988, are given as Annexure `A forming part of the Directors Report.

Environmental Compliance and Safety:

Your Company gives great importance to pollution control and environment protection and efforts are made at each stage of manufacture to minimize effluents and emissions within specified norms. As required by the local authorities, necessary analytical reports are submitted by the Company.

Listing of Companys Equity Shares:

Your companys equity shares are currently listed at Mumbai. Delhi & Vadodara Stock Exchanges. The shares are under compulsory demateriatisation list of the Securities & Exchange Board of India. Till date. about 35.24 lacs shares representing 68.65% of companys equity share capital have been dematerialized.

Industrial Relations:

The relations with the employees of the Company remained cordial during the year under review.

Particulars of Employees:

Statement of employees particulars to be given pursuant to sub-section (2A) of Section 217 of the Companies Act, 1956 read-with the Companies (Particulars of Employees) Rules, 1975 as amended, is given as Annexure B forming part of the Directors Report.

Management Discussion and Analysis Report:

As required under clause 49 of the listing agreement entered with the Stock Exchanges, a report is given as Annexure `C forming part of the Directors report.

Corporate Governance:

A separate report on Corporate Governance alongwith Auditors certificate on compliance has been annexed as part of the Annual Report.

General: -

Your Directors place on record their sincere thanks to the banks and shareholders for their continuous support and co-operation. The Directors also place on record their appreciation for the good work done by the employees of the Company.

For and on behalf of the Board of Directors, Mumbai, HARSHUL DALAL Date: 21st June, 2004 Chairman & Managing Director

ANNEXURE `A THE DIRECTORS REPORT

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

I. Conservation of Energy:

(a) Energy conservation measures taken:

Conservation of energy is an ongoing process and constant efforts are being made to conserve the energy by introduction of energy saving measures and efficient control of manufacturing processes.

(b) The total energy consumption and consumption per unit of production are as under:

2003-2004 2002-2003 Electricity Rs. Lacs

i) Units Purchased Nos. 4.22 6.86

Total Value Rs. 19.95 35.13

Rate per unit Rs. 4.73 5.12

ii) Units Generated (Through Diesel) Nos. 82.43 77.25

Units per litre of Diesel Oil Nos. 3.57 3.35

Rate per Unit Rs. 4.93 4.84

Furnace Oil

Quantity M.T. 4.858.17 4,570.52

Total amount Rs. 573.23 533.04

Average rate per Kg. Rs. 1.80 11.66

Consumption per unit of Production Unit Unit

Electricity Nos. 1.31 1.39 Kgs. Kgs.

Furnance Oil Qty. 0.73 0.83

II. Particulars Regarding Research And Development & Technology Absorption;

The total expenditure for R & D during the year under review is Rs.69.70 lacs (Previous year Rs.72.49 lacs) of which Rs.7.95 lacs (Previous year Rs.0.64 lacs) is towards capital expenditure.

III. Foreign Exchange Earnings And Outgo:

The Company continues to export its various products to U.SA, Europe and other counties where the quality of the products is well accepted.

During the year foreign exchange earnings were Rs, 1512.99 lacs (Previous year Rs. 1497.96 lacs) and foreign exchange outgo was Rs.2632.57 lacs (Previous year Rs.2266.28 lacs).

Mar 31, 2003

Your Directors have pleasure in submitting the 31st Annual Report together with the audited accounts of the Company for the year ended 31st March, 2003 Previous Year Rupees Lacs Rupees Lacs

Gross Profit for the year is 623.97 671.30 Deduction therefrom:

Depreciation 153.63 159.87 Provision for Doubtful Debts, Bad Debts written off

& Diminution in value of Investments 11.13 100.15

Provision for contingencies 28.71 0.00

Provision for Taxation & deferred taxation 167.70 185.60

361.17 445.62

Net Profits after Tax is 262.80 225.68

Add: Extra ordinary Income 31.00 0.00

Add: Income Tax refund of Earlier year 0.00 27.57

Add: Excess provision of tax written back 67.47 1.93

Adding thereto balance brought forward from last year 161.86 209.35

Profit available for appropriation is 523.13 464.53

From which your Directors recommend the following appropriations:

General Reserve 200.00 200.00

Proposed Dividend 128.34 102.67

Corporate Tax on Proposed Dividend 16.44 -

344.78 302.67

Balance being carried to next years account 178.35 161.86

Working Results:

The Company has achieved a total turnover of Rs. 8422 lacs during year under review as compared to previous years turnover of Rs. 8557 lacs, representing a marginal decrease of 1.56%. The Company has been able to achieve this turnover despite difficult economic conditions.

Dividend:

Your Directors recommend a dividend at the rate of Rs. 2.50 per share of Rs. 10/- each as against Rs. 2 per share of Rs. 10/- each paid last year.

Finance:

The financial liquidity, of the company was quite comfortable during the year out of the profit and cash generations from the normal operations of the Company.

The Companys borrowings by way of fixed deposits is within limits prescribed by the Companies (Acceptance of Deposits) Rules, 1975, deposits amounting to Rs.3.80 lacs have remained unclaimed as on 31.3.2003 (of which 5 deposits aggregating to Rs.0.45 lacs have since been renewed or repaid.)

Insurance:

The Companys buildings, plant and machinery, stores and stocks have been adequately insured. Loss of profit in respect of both factories have also been adequately insured.

Directors :

In accordance with the Companies Act, 1956 and Articles of Association of the Company, Shri J. K.Setna is retiring by rotation but being eligible, has offered himself for re-appointment.

Auditors:

M/s. B. D. Jokhakar & Company, Chartered Accountants, the Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a certificate from M/s. B. D. Jokhakar & Company, Chartered Accountants, pursuant to the provisions of Section 224(1) of the Companies Act, 1956, regarding their eligibility for appointment, if made at the ensuing Annual General Meeting.

Auditors Report:

With regard to the observation of the Auditors for non-payment of liability to pay State Sales Tax on raw material refunded by the State, the Directors wish to state that the Company has filed Contempt Petition for securing the refund and the matter is under consideration of the Industries Department.

Cost Audit:

M/s.P.D.Phadke & Associates, Cost Accountants, have been appointed to conduct cost audit for the year ending 31st March, 2003.They will submit their report to the Department of Company Affairs, Government of India.

Directors Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representation received from the Operating Management, confirm that:-

1. in the preparation of the annual accounts, the applicable accounting standards have been followed-and that there are no material departures;

2. they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

3. they have taken proper and sufficient care, to the best of their knowledge and ability, 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;

4. they have prepared the annual accounts on a "going concern basis".

Corporate Governance:

Your Company has taken necessary steps to incorporate standards for good corporate governance to ensure that all mandatory provisions and some of the non-mandatory provisions of Corporate Governance as prescribed by the amended Listing Agreements of the Stock Exchanges are complied with and the necessary auditors Certificate certifying compliance of conditions of Corporate Governance is also attached to the Auditors Report and forms part of this report as an annexure thereto.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The particulars as prescribed under sub-section (1)(e) of Section 217 of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given as Annexure `A,

Environmental Compliance and Safety:

Your Company gives great importance to pollution control and environmental protection and efforts are made at all stages of manufacture to minimize effluents and emissions. Necessary reports are submitted by the Company to local authorities as required.

Listing of Company Securities :

Your Companys shares are currently listed at Mumbai, Delhi & Vadodara Stock Exchanges.

Shares of your Company are already under compulsory dematerialisation list as announced by Securities & Exchange Board of India. Till date, about 30.82 lacs shares representing 60% of our Companys equity share capital have been dematerialized.-

Industrial Relations:

The industrial relations in the two units of the Company have remained cordial during the year under review.

Particulars of Employees:

Statement of employees particulars to be given pursuant to sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, is forming part of this Directors Report.

General:

Your Directors place on record their sincere thanks to the Banks and shareholders for their continuous support and co-operation. The Directors also place on record their appreciation for the good work done by the employees of the Company.

For and on behalf of the Board of Directors, HARSHUL DALAL Chairman & Managing Director Place: Mumbai Date: 26th June, 2003

ANNEXURE `A TO THE DIRECTORS REPORT

Conservation of Energy,Technology Absorption and Foreign Exchange Earnings and Outgo:

I. Conservation of Energy:

(a) Energy conservation measures taken:

Conservation of energy is an ongoing process andconstant efforts are being made to conserve the energy by introduction of energy saving measures and efficient control of manufacturing processes.

II. Particulars Regarding Research And Development & Technology Absorption:

The total expenditure for R & D during the year under review is Rs. 72.49 lacs (Previous Year Rs. 147.12 lacs) of which Rs. 0.64 lacs (Previous Year Rs. 12.78 lacs ) is towards capital expenditure. Foreign exchange earned through contract research was at Rs. 7.73 lacs compared to Rs. 71.32 lacs of last year.

III. Foreign Exchange Earnings And Outgo:

The total earning on exports is Rs. 1671.85 lacs and Sponsored Research fees Rs. 7.73 lacs as against 1,739.69 lacs and Rs. 71.32 lacs in the previous year. The Company continues to export USP Camphor, Camphene, Isobornyl Acetate, Alpha Pinene Epoxide, Alpha Campholenic Aldehyde and variety of fragrance and other chemicals to USA, Europe and other countries where the quality of its product is well accepted.

The Foreign Exchange Outgo on account of: Rs. In lacs 2002-2003 2001-2002

a) Raw Material 2,248.21 2,751.78

b) Export Promotion Expenses 9.91 10.16

c) Travelling 0.99 4.41

d) Membership/Subscription/Books 0.04 1.50

e) Dividend payment 0.67 0.67

f) Technical Services 3.23 0.00

Mar 31, 2002

Your Directors have pleasure in submitting the 30th Annual Report together with the audited accounts of the Company for the year ended 31st March, 2002.

Rupees Rupees Previous Year Lacs Lacs Rupees Lacs

Gross Profit for the year is - 671.30 805.46

Deduction therefrom:

Depreciation 159.87 - 169.29

Provision for Doubtful Debts, Bad Debts written off & Diminution in value of Investments. 100.15 - 16.37

Provision for Taxation & deferred taxation 185.60 - 110.00

445.62 295.66

Net Profit after Tax is - 225.68 509.80

Add: Income Tax refund of Earlier year - 27.57 0.00

Add: Excess provision of tax written back - 1.93 0.00

Adding thereto balance brought forward from last year - 209.35 184.79

Profit available for appropriation is - 464.53 694.59

From which your Directors recommend the following

appropriations:

General Reserve 200.00 - 300.00

Debenture Redemption Reserve - - 15.00

Proposed Dividend 102.67 - 154.48

Corporate Tax on Proposed Dividend - - 15.76

- 302.67 485.24

Balance being carried to next years account - 161.86 209.35

Working Results:

The Company has achieved a total turnover of Rs. 8557 lacs during the year under review as compared to the previous years turnover of Rs. 7676 lacs, representing an increase of 11% mainly due to increase in sales by Fine Chemical Division.

Dividend:

Your Directors recommend a dividend at the rate of Rs. 2/- per share of Rs. 10/- each as against Rs. 3 per share of Rs. 10/- each paid last year.

Finance:

The financial liquidity of the company was quite comfortable during the year arising out of the profit and cash generations from the normal operations of the Company.

The Companys borrowings by way of fixed deposits is within limits prescribed by the Companies (Acceptance of Deposits) Rules, 1975. Deposits amounting to Rs. 6.18 lacs have remained unclaimed as on 31.3.2002 (of which 23 deposits aggregating to Rs. 3.04 lacs have since been renewed or repaid.)

Insurance:

The Companys buildings, plant and machinery, stores and stocks have been adequately insured. Loss of profit and standing charges in respect of Camphor Division have also been adequately insured.

Subsidiary Company:

As regards Subsidiary Company viz., Mulberry investment & Trading Ltd., it was decided to amalgamate this with the Company w. e. f. 1st April, 2001. In this connection 2 petitions were filed with the Gujarat High Court and Bombay High Court and the same have been disposed of vide orders dated 10th July, 2002 and 25th July, 2002 respectively.

Directors:

In accordance with the Companies Act, 1956 and Articles of Association of the Company, Shri S. M. Thakore is retiring by rotation but being eligible, has offered himself for re-appointment. Shri R. Jaishankar, who has been appointed as additional Director, will be appointed as Director liable to retire by rotation at the ensuing Annual General Meeting.

Auditors:

M/s. B. D. Jokhakar & Company, Chartered Accountants, the Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a certificate from M/s. B. D. Jokhakar & Company, Chartered Accountants, pursuant to the provisions of Section 224(1) of the Companies Act, 1956, regarding their eligibility for appointment, if made at the ensuing Annual General Meeting.

Auditors Report

With regard to the observation of the Auditors for non-provision of liability to pay State Sales Tax on raw material refunded by the State, the Directors wish to state that the Company has represented to the concerned Sales-Tax Authorities to review the claim as directed in the order of the Honble High Court of Jammu & Kashmir.

Cost Audit:

M/s. P. D. Phadke & Associates, Cost Accountants, have been appointed to conduct cost audit for the year ending 31st March, 2003. They will submit their report to the Department of Company Affairs, Government of India.

Directors Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956 inserted vide the Companies (Amendment) Act, 2000, the Directors confirm that:

1. In the preparation of Annual Accounts, the applicable accounting standards have been followed, and that there are no material departures.

2. In consultation with Statutory Auditors appropriate accounting policies have been selected and applied consistently and have made judgement 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, 2002 and of the Profit for the year 1st April 2001 to 31st March, 2002.

3. To the best of their knowledge and ability, 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.

4. The Annual Accounts have been prepared on agoing concern basis.

Corporate Governance:

Your Company has taken necessary steps to adopt standards for good corporate governance to ensure that all mandatory provisions and some of the non-mandatory provisions of Corporate Governance as prescribed by the amended Listing Agreements of the Stock Exchanges are complied with within the prescribed time stipulated under the Listing Agreement. The Report on Corporate Governance forms part of this report as an annexure thereto.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The particulars as prescribed under sub-section (I) (e) of Section 217 of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given as Annexure `A.

Environmental Compliance and Safety:

Your Company gives great importance to pollution control and environmental protection and efforts are made at all stages of manufacture to minimize effluents and emissions. Necessary reports are submitted by the Company to local authorities as required.

Listing of Company Securities:

Your Companys shares are currently listed at Mumbai, Delhi & Vadodara Stock Exchanges.

Shares of your Company are already under compulsory dematerialisation list as announced by Securities & Exchange Board of India. Till date, about 28.50 lacs shares representing 55.35% of our Companys equity share capital have been dematerialized.

Industrial Relations:

The industrial relations in the two units of the Company have remained cordial during the year under review. Wage settlements have been made recently with Workmens union/representatives in both the units.

Particulars of Employees:

Statement of employees particulars to be given pursuant to sub-section (2A) of Section 217 of the Companies. Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, forms part of this Directors Report.

General:

Your Directors place on record their sincere thanks to the Financial Institutions, Banks and shareholders for their continuous support and co-operation. The Directors also place on record their appreciation for the good work done by the employees of the Company.

ANNEXURE TO THE DIRECTORS REPORT

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo:

I. Conservation of Energy:

a) Energy conservation measures taken:

Conservation of energy is an ongoing process and constant efforts are being made to conserve the energy by introduction of energy saving measures and efficient control of manufacturing processes.

II. Particulars Regarding Research And Development & Technology Absorption:

The total expenditure for R & D during the year under review is Rs. 147.12 lacs (Previous Year Rs. 123.50 lacs) of which Rs. 12.78 lacs (Previous Year Rs. 11.82 lacs) is towards capital expenditure. Foreign exchange earned through contract research was at Rs. 71.32 lacs compared to Rs. 73.50 lacs of last year.

During the year work on process development of certain high value fragrance chemicals, and intermediates in the laboratory and pilot plant continued with encouraging results.

III. Foreign Exchange Earnings And Outgo:

The total earning on exports is Rs. 1,739.69 lacs and Sponsored Research fees Rs. 71.32 lacs as against Rs. 1,480.83 lacs and Rs. 73.50 lacs in the previous year. The company continues to export USP Camphor, Camphene, Isobornyl Acetate, Alpha Pinene Epoxide, Alpha Campholenic Aldehyde and variety of fragrance and other chemicals to USA, Europe and other countries where the quality of its product is well accepted.

The Foreign Exchange Outgo on account of:

(Rs. in Lacs) 2001-2002 2000-2001

a) Raw Materials 2,751.78 1,582.99

b) Export Promotion Expenses 10.16 8.69

c) Travelling 4.41 4.32

d) Membership/Subscription/Books 1.50 2.88

e) Dividend Payment 0.67 0.45

For and on behalf of the Board of Directors,

HARSHUL DALAL Chairman & Managing Director Mumbai: Dated 30th July, 2002

Mar 31, 2001

Your Directors have pleasure in submitting the 29th Annual Report together with the audited accounts of the Company for the year ended 31st March, 2001.

Previous Year Rupees Rupees Rupees Lacs Lacs Lacs

Gross Profit for the year is 805.46 723.59 Deduction therefrom :

Depreciation 169.29 158.20

Provision for Doubtful Debts and Bad Debts written off 16.37 0.85

Provision for Taxation 110.00 160.00

295.66 319.05

Net Profits after Tax is 509.80 404.54

Adding thereto balance brought forward from last year 184.79 189.57

Profit available for appropriation is 694.59 594.11

From which your Directors recommend the following appropriations :

General Reserve 300.00 200.00

Debenture Redemption Reserve 15.00 95.00

Interim Dividend - 102.99

Corporate Tax on Interim Dividend - 11.33

Proposed Dividend 154.48 0.00

Corporate Tax on Proposed Dividend 15.76 0.00

485.24 409.32 Balance being carried to next year's account 209.35 184.79

Working Results :

The Company has achieved a total turnover of Rs. 7,676 lacs during year under review as compared to previous year's turnover of Rs. 8,105 lacs. mainly due to lower price realisation of products in competitive market conditions.

Dividend :

Your Directors recommend a dividend at the rate of Rs. 3/- per share of Rs. 10/- each as against Rs. 2/- per share of Rs. 10/- each paid last year.

Finance :

The financial liquidity of the company was quite comfortable during the year out of the profit and cash generations from the normal operations of the Company.

The Company's borrowings by way of fixed deposits is within limits prescribed by the Companies (Acceptance of Deposits) Rules, 1975.45 deposits amounting to Rs. 3 lacs have remained unclaimed as on 31.3.2001 (of which 7 deposits aggregating to Rs. 0.57 lacs have since been renewed or repaid.)

Insurance :

The Company's buildings, plant and machinery, stores and stocks have been adequately insured. Loss of profit and standing charges in respect of Camphor Division have also been adequately insured.

Subsidiary Company :

Mulberry Investment & Trading Limited, the wholly owned subsidiary of the Company has made a profit after Tax of Rs. 1.47 lacs during the year under review compared to the profit of Rs. 4.46 lacs made in the previous year.

Directors :

In accordance with the Companies Act, 1956 and Articles of Association of the Company. Shri J. N. Guzder and Smt. Nina H. Dalal are retiring by rotation and are eligible for re-appointment. Even though Shri J.N. Guzder is eligible for re-appointment he has expressed his desire not to seek re-appointment. Smt. Nina H. Dalal has offered herself for re-appointment.

Auditors :

M/s. B. D.Jokhakar & Company. Chartered Accountants, the Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a certificate from M/s. B. D. jokhakar & Company, Chartered Accountants, pursuant to the provisions of Section 224(I) of the Companies Act, 1956. regarding their eligibility for appointment, if made at the ensuing Annual General Meeting.

Auditors Report :

With regard to the observation of the Auditors for non-provision of liability to pay State Sales Tax on raw material refunded by the State, the Directors wish to state that the Company has represented to the concerned Sales-tax Authorities to review the claim as directed in the order of the Hon'ble High Court ofjammu & Kashmir.

Cost Audit :

M/s.P.D.Phadke & Associates. Cost Accountants, have been appointed to conduct cost audit for the year ending 31st March, 2001. They will submit their report to the Department of Company Affairs, Government of India.

Director's Responsibility Statement :

Pursuant to Section 217(2AA) of the Companies Act, 1956 inserted vide the Companies (Amendment) Act. 2000, the Directors confirm that:

1. In the preparation of Annual Accounts, the applicable accounting standards have been followed.

2. Appropriate accounting policies have been selected and applied consistently and have made judgement 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. 2001 and of the Profit for the year 1st April 2000 to 31st March. 2001.

3. 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.

4. The Annual Accounts have been prepared on a going concern basis. Corporate Governance :

Your Company shall take necessary steps to incorporate standards for good corporate governance to. ensure that all mandatory provisions and some of the non-mandatory provisions of Corporate Governance as prescribed by the amended Listing Agreements of the Stock Exchanges are complied with within the prescribed time stipulated under the Listing Agreement.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo :

The particulars as prescribed under sub-section (1)(e) of Section 217 of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given as Annexure "A".

Environmental Compliance and Safety :

Your Company gives great importance to pollution control and environmental protection and efforts are made at all stages of manufacture to minimize effluents and emissions. Necessary reports are submitted by the Company to local authorities as required.

Listing of Company Securities :

Your Company's shares are currently listed at Mumbai, Delhi & Vadodara Stock Exchanges.

Shares of your Company are already under compulsory dematerialisation list as announced by Securities & Exchange Board of India. Till date, about 17.36 lacs shares representing 34% of our Company's equity share capital, have been dematerialised.

Industrial Relations :

The industrial relations in the two units of the Company have remained cordial during the year under review.

Particulars of Employees :

The statement under sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, and forming part of this Directors' Report is given as Annexure "B".

General :

Your Directors place on record their sincere thanks to the Financial Institutions. Banks and shareholders for their continuous support and co-operation. The Directors also place on record their appreciation for the good work done by the employees of the Company.

For and on behalf of the Board of Directors.

HARSHUL DALAL Chairman & Managing Director Mumbai: 25th June, 2001.

ANNEXURE TO THE DIRECTORS'REPORT

Conservation of Energy .Technology Absorption and Foreign Exchange Earnings and Outgo :

I. Conservation of Energy :

(a) Energy conservation measures taken :

Conservation of energy is an ongoing process and constant efforts are being made to conserve the energy by introduction of energy saving measures and efficient control of manufacturing processes.

(b) The total energy consumption and consumption per unit of production are as under :

II. Particulars Regarding Research And Development & Technology Absorption :

The total expenditure for R & D during the year under review is Rs. 123.50 lacs (Previous Year Rs. 174.33 lacs) of which Rs. 5.41 lacs (Previous Year Rs. 11.82 lacs) is towards capital expenditure. Foreign exchange earned through contract research was at Rs. 73.50 lacs compared to Rs. 95.83 lacs of last year.

During the year work on process development of certain high value fragrance chemicals, and intermediates in the laboratory and pilot plant continued with encouraging results.

III. Foreign Exchange Earnings And Outgo :

The total earning on exports is Rs. 1,480.83 lacs and Sponsored Research fees Rs. 73.50 lacs as against Rs. 1,297.10 lacs and Rs. 95.83 lacs respectively in the previous year.

The Foreign Exchange Outgo on account of :

(Rs. in Lacs) 2000-2001 1999-2000

a. Raw Materials 1.582.99 1.716.16 b. Export Promotion Expenses 8.69 5.25 c. Travelling 4.32 2.30 d. Membership/Subscription/Books 2.88 3.64 e. Dividend Payment 0.45 0.45

Mar 31, 2000

The Directors have pleasure in submitting the 28th Annual Report togetherwith the audited account of the Company for the year ended 31st March, 2000.

Previous Year Rupees Rupees Rupees Lacs Lacs Lacs

Gross Profit for the year is 723.59 762.86

Deduction therefrom : Depreciation 158.20 135.76

Contingency Provision for Excise & Sales Tax - 22.27

Provision for Doubtful Debts and Bad Debts written off 0.85 4.34

Provision for Taxation 160.00 200.00

Net Profits Comes to 319.05 362.37

Deducting therefrom : 404.54 400.49

Short provision for Taxation for earlier years 0.00 27.99

Profit after Tax is 404.54 372.50

Adding thereto balance brought forward from last year 189.57 191.39

Profit available for appropriation is 594.11 563.89

From which the Directors recommend the following appropriations :

General Reserve 200.00 200.00

Debenture Redemption Reserve 95.00 60.00

Interim Dividend 102.99

Corporate Tax on Interim Dividend 11.33

Proposed Dividend 0.00 102.99

Corporate Tax on Proposed Dividend 0.00 11.33

409.32 374.32

Balance being carried to next year's account 184.79 189.57

Working Results :

The Company has achieved a total turnover of Rs. 8,105 lacs during year under review as compared to previous year's turnover of Rs. 8,743 lacs, mainly due to lower price realisation of products in competitive market conditions.

New Project :

The company's new plant at Nandesari, Vadodara to manufacture high value performance chemicals for use in manufacture of fragrance chemicals, which was under implementation since last year, was commissioned for commercial production in November, 1999. Total turnover achieved before end of the year was Rs. 3.33 crores out which export was Rs.2.49 crores.

Dividend :

The Directors had already declared interim dividend of Rs. 2/- per share of Rs.10/- each. In view of profit level remaining same as last year the Directors do not recommend any further dividend. Hence total dividend for the year remains at the same rate as last year at Rs.2/- per share.

Finance :

The financial liquidity of the company was quite comfortable during the year out of the profit and cash generations from the normal operations of the Company.

The Company's borrowings by way of fixed deposits is within limits prescribed by the Companies (Acceptance of Deposits) Rules, 1975, 46 deposits amounting to Rs. 2.55 lacs have remained unclaimed as on 31.3.2000 (of which 7 deposits aggregating to Rs. 0.37 lacs have since been renewed or repaid.)

Insurance :

The Company's buildings, plant and machinery, stores and stocks have been adequately insured. Loss of profit and standing charges in respect of Camphor Division have also been adequately insured.

Subsidiary Company :

Mulberry Investment & Trading Limited, the wholly owned subsidiary of the Company has made a profit after Tax of Rs. 4.46 lacs during the year under review compared to the profit of Rs. 2.42 lacs made in the previous year.

Directors :

In accordance with the Companies Act, 1956 and Articles of Association of the Company, Shri J. K. Setna, Shri S. N. Desai and Shri H. R. Prasad are retiring by rotation but being eligible, have offered themselves for re-appointment.

Auditors :

M/s. Batliboi & Purohit, Chartered Accountant and M/s B. D. Jokhakar & Company. Chartered Accountants, the Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a certificate from M/s. B. D. Jokhakar & Company, Chartered Accountants, pursuant to the provisions of Section 224(1) of the Companies Act, 1956, regarding their eligibility for appointment, if made at the ensuing Annual General Meeting. The Company has also received a letter from M/s Batliboi & Purohit, Chartered Accountants, informing that they do not seek reappointment as statutory Auditors of the Company.

Auditors Report :

The observation of the Auditors with regard to non-provision of liability of Income-tax, when read with the notes to the accounts is self-explanatory.

With regard to the observation of the Auditors for non-provision of liability to pay State Sales Tax on raw material refunded by the State, the Directors wish to state that the Company has represented to the concerned Sales-tax Authorities to review the claim as directed in the order of the Hon'ble High Court of Jammu & Kashmir.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo :

The particulars as prescribed under sub-section (I) (e) of Section 217 of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given as Annexure `A'.

Environmental Compliance and Safety :

The Company gives great importance to pollution control and environmental protection and efforts are made at all stages of manufacture to minimize effuents and emissions. Necessary reports are submitted by the Company to local authorities as required.

Industrial Relations :

The industrial relations in all the three units of the Company have remained cordial during the year under review.

ANNEXURE `A' TO THE DIRECTORS' REPORT

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo :

1. Conservation of Energy :

(a) Energy conservation measures taken :

Conservation of energy is an ongoing process and constant efforts are being made to conserve the energy by introduction of energy saving measures and efficient control of manufacturing processes.

(b) The total energy consumption and consumption per unit of production are as under :

II. Particulars Regarding Research And Development & Technology Absorption :

The total expenditure for R & D during the year under review is Rs.174.33 lacs (Previous Year Rs.166.46 lacs) of which Rs.11.82 lacs (Previous Year Rs.11.76 lacs) is towards capital expenditure. Foreign exchange earned through contract research was at Rs.95.83 lacs compared to Rs.82.46 lacs of last year.

During the year work on process development of certain high value fragrance chemicals, and intermediates in the laboratory and pilot plant continued with encouraging results.

III. Foreign Exchange Earnings And Outgo :

The total exchange on exports is Rs.1,297.10 lacs and Sponsored Research fees, Rs.95.83 lacs as against Rs.1,284.30 lacs and Rs.82.46 lacs respectively in the previous year. The company continues to export USP Camphor, Camphene, Isobornyl Acetate, Alpha Pinene Expoxide, Alpha Campholenic Aldehyde and variety of frangrance and other chemicals to USA, Europe and other countries where the quality of its product is well accepted.

The Foreign Exchange Outgo on account of :

(Rs. in Lacs)

1999-2000 1998-1999

a. Raw Materials 1,716.16 1,810.14

b. Components & Spare Parts Nil 0.39

c. Capital Goods Nil 16.72

d. Export Promotion Expenses 5.25 17.87

e. Travelling 2.30 4.51

f. Membership/Subscription/Books 3.64 2.97

g. Professional/Consultation Charge Nil 4.89

h. Dividend Payment 0.45 0.45

Mar 31, 1999

The Directors have pleasure in submitting the 27th Annual Report togetherwith the audited accounts of the Company for the year ended 31st March, 1999. Previous Year Rupees Rupees Rupees lacs lacs lacs

Gross Profit for the year is 762.86 708.65

Deduction therefrom :

Depreciation 135.76 176.88

Contingency Provision for Excise & Sales Tax 22.27 0.00

Provision for Doubtful Debts and Bad Debts written off 4.34 41.09

Provision for Taxation 200.00 150.00

362.37 367.97

Net Profits Comes to 400.49 340.68

Deducting therefrom :

Short provision for Taxation for earlier years 27.99 40.00

Profit after Tax is 372.50 300.68

Adding thereto balance brought forward from last year 191.39 184.00

Transfer from Debenture Redemption Reserve - 200.00

Profit available for appropriation is 563.89 684.68

From which the Directors recommend the following appropriations :

General Reserve 200.00 260.00

Debenture Redemption Reserve 60.00 120.00

Proposed Dividend 102.99 102.99

Provision for Corporate Tax on Proposed Dividend 11.33 10.30

374.32 493.29

Balance being carried to next year's account 189.57 191.39

working Results :

The Company has achieved a total turnover of Rs. 8,743 lacs during year under review as compared to the previous year's turnover of Rs. 10,205 lacs which also included turnover from Profeel division and Rosin Division. Carried forward stock of Rosin division valuing Rs. 191 lacs was sold during the year which did not yield much contribution.

The working results of the current year are therefore from Camphor division only. Lower turpentine prices in the international markets helped to reduce raw material costs considerably. The company enforced strict control on inventory and other expenses which helped improve operating margins compared to that of last year.

New Project :

As reported last year the company is setting up a new plant at Baroda to manufacture high value performance chemicals for use as intermediates in manufacture of fragrance chemicals and for fragrance blends in soap, detergent and cosmetic industry.

The plant is in advanced stage of implementation and commercial production is expected to commence in September 1999.

Dividend :

With a view to conserve resources for the new project under implementation the Directors recommend to maintain the dividend at the same rate as last year at Rs.2/- per share of Rs.10/- each.

Finance :

The financial liquidity of the company was much better during the year out of the profit and cash generations from the normal operations of the Company.

The Company's borrowings by way of fixed deposits is within limits prescribed by the Companies (Acceptance of Deposits) Rules, 1975. 35 deposits amounting to Rs.1.67 lacs have remained unclaimed as on 31.3.1999 of which two deposits aggregating to Rs.0.06 lacs have since been renewed or repaid.

Insurance :

The Company's buildings, plant and machinery, stores and stocks have been adequately insured. Loss of profit and standing charges in respect of Camphor Division have also been adequately insured.

Subsidiary Company :

Mulberry Investment & Trading Limited, the wholly owned subsidiary of the Company has made a profit after Tax of Rs.2.42 lacs during the year under review compared to the profit of Rs.1.12 lacs made in the previous year.

Directors :

In accordance with the Companies Act, 1956 and Articles of Association of the Company, Shri K. H. Bhabha, Shri Nimesh N. Kampani and Shri Shobhan M. Thakore are retiring by rotation but being eligible, have offered themselves for re-appointment.

Auditors :

M/s.Batliboi & Purohit and M/s.B.D.Jokhakar & Co., the present Auditors of the Company hold their office upto the conclusion of the next Annual General Meeting.

The Company has received certificates pursuant to the provisions of Section 224(1) of the Companies Act, 1956 regarding their eligibility for re-appointment and it is proposed to the Members to re-appoint them and fix their remuneration.

With regard to the observation of the Auditors for non-provision of liability to pay State Sales Tax on raw material refunded by the State, the Directors wish to state that the Company has represented to the concerned Sales-tax Authorities to review the claim as directed in the order of the Hon'ble High Court of Jammu & Kashmir.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo :

The particulars as prescribed under sub-section (1) (e) of Section 217 of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given as Annexure `A'.

Environmental Compliance and Safety :

The Company gives great importance to pollution control and environmental protection and efforts are made at all stages of manufacture to minimize effluents and emissions. Necessary reports are submitted by the Company to local authorities as required.

Y2K Compliance :

The company has taken adequate steps to make its hardware and software computer systems Y2K compliant as explained in Note No.9 to Accounts.

Industrial Relations :

The industrial relations in all units of the Company have remained cordial during the year under review.

Particulars of Employees :

The statement under sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, and forming part of this Directors' Report is given as Annexure `B'.

General :

The Directors place on record their sincere thanks to the Financial Institutions, Banks and shareholders or their continuous support and co-operation. The Directors also place on record their appreciation for the good work done by the employees of the Company.

ANNEXURE `A' TO THE DIRECTORS' REPORT

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo :

I. Conservation of Energy :

(a) Energy conservation measures taken :

Conservation of energy is an ongoing process and constant efforts are being made to conserve the energy by introduction of energy saving measures and efficient control of manufacturing processes.

II. Particulars Regarding Research And Development & Technology Absorption :

The total expenditure for R & D during the year under review is Rs. 166.46 lacs (Previous Year Rs. 140.06 lacs) of which Rs. 11.76 lacs (Previous Year Rs. 30.10 lacs) is towards capital expenditure. Foreign exchange earned through contract research was at Rs. 82.47 lacs compared to Rs. 82.72 lacs of last year.

During the year, process of Nopol and Nopyl Acetate, was optimised at pilot plant and data transferred to plant for plant trials. Work on process development of certain high value fragrance chemicals, and products based on camphene in the laboratory and pilot plant continued with encouraging results.

III. Foreign Exchange Earnings And Outgo :

The total earning on exports if Rs. 1,366.76 lacs as against Rs. 1,202.11 lacs in the previous year. The company contrinued to export USP Camphor, Camphene, Isobornyl Acetate, Ketone, Longifolene and variety of fragrance and other chemicals to USA, Europe and other countries where the quality of its product is well accepted.

The Foreign Exchange Outgo on account of :

Rupees in lacs 1998-99 1997-98

a. Raw Materials 1,810.14 2,582.26

b. Components & Spare Parts 0.39 2.99

c. Capital Goods 16.72 16.28

d. Export Promotion Expenses 17.87 8.78

e. Travelling 4.51 4.19

f. Membership/Subscription/Books 2.97 2.54

g. Professional/Consultation Charges 4.89 0.06

h. Dividend Payment 0.45 0.79

ANNEXURE `B' TO THE DIRECTORS' REPORT

PARTICULARS OF EMPLOYEES PURSUANT TO THE PROVISIONS OF SECTION 217(2A) OF THE COMPANIES ACT 1956 READ WITH THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES 1975 ANNEXED TO AND FORMING PART OF THE DIRECTORS' REPORT FOR THE YEAR ENDED 31ST MARCH, 1999.

Employed throughout the financial year under review and were In receipt of remuneration aggregating Rs. 6,00,000/- or more.

Sr. Name Age Designation Remuneration Qualification Exp. No. Nature of (Rupees) Years Duties

Date of Last employment Commencement held by such of employment Employees

1. Harshul Dalal 51 Chairman & 1,561,285 B.Sc. (Hons.) Managing Director

32 03-04-1970 Executive Director, Dalal and Jhaveri P. Ltd.

Notes :

1. The above employee has adequate experience in his field of work.

2. Remuneration mentioned above includes salary, bonus, commission, company's contribution to Provident Fund, Gratuity, Superannuation, Leave Encashment and other perquisites calculated in accordance with the provisions of Income-Tax Act 1961.

3. The above employee is under service contract.

4. Shri Harshul Dalal is a relative of Smt. Nina Dalal, a Director of the Company.

Mar 31, 1998

The Directors have pleasure in submitting the 26th Annual Report together with the audited accounts of the Company for the year ended 31st March, 1998. Previous Year Rupees Rupees Rupees lacs lacs lacs

Gross Profit for the year is 708.65 916.12 Deduction therefrom : Depreciation 176.88 225.02 Contingency Provision for Excise & Sales Tax 0.00 14.26 Provision for Doubtful Debts and Bad Debts written off 41.09 5.08 Provision for Taxation 150.00 285.00

367.97 529.36

Net Profit Comes to 340.68 386.76

Deducting therefrom : Short provision for Taxation for earlier years 40.00 0.00 Wealth tax on completed assessment of earlier year 0.00 0.60

Profit after Tax is 300.68 386.16

Adding thereto balance brought forward from last year 184.00 186.09 Transfer from Debenture Redemption Reserve 200.00 0.00

Profit available for appropriations is 684.68 572.25

From which your Directors recommend the following appropriations :

General Reserve 260.00 130.00 Debenture Redemption Reserve 120.00 60.00 Proposed Dividend 102.99 180.23

Provision for Corporate Tax on Proposed Dividend 10.30 18.02

495.29 388.25

Balance being carried to next year's account 191.39 184.00

Working Results :

The Company has achieved a total turnover of Rs. 10,205 lacs during year under review as compared to Rs. 9,838 lacs of the previous year, representing a nominal increase of 4%.

Camphor Division :

The sales turnover achieved by this division was Rs. 8,277 lacs compared to Rs. 8,245 lacs of last year. During the year under review the sale of Camphor, Company's main product, suffered setback in terms of lower sales realisation and margins due to stiff competition with importers and domestic producers resorting to unrealistic pricing. Sale of other products was satisfactory. Raw materials supply was adequate with prices remaining more or less steady.

New Project :

In view of the fast changing global market situation and need of the hour to concentrate on the core activities of the Company and to expand its activities, it is proposed to set up a new manufacturing facilities at Baroda, in the land adjoining the R & D Centre of the Company.

The project envisages production of high value performance chemicals based on in-house research. Some of these are important intermediates in manufacture of fragrance industry and others are fragrance chemicals for use in the fragrance blends in the soap, detergent and cosmetic industry.

Profeel Division :

As per the Resolution passed in the last meeting, the sale of this division as a going concern was completed during the year.

In view of the above, the activities of this division continued for only six months of the year upto 3rd October 1997 giving the turnover or Rs. 532 lacs compared to sale of Rs. 1,111 lacs during the last year. Due to partial working of the unit, the contribution by this division was negligible.

Rosin Division :

The turnover of this division was at Rs. 1,399 lacs compared to Rs. 483 lacs of last year. While supplies of main raw material viz. Oleo Pine Resin from Brazil was adequate, albeit with wide fluctuation in price; price of Rosin, main product derived from Oleo Pine Resin slumped by almost 30% in a period of one month due to China slashing the price because of bumper production. Price of Rosin had to be adjusted in line with market prices to liquidate stocks which in turn affected the profitability significantly.

Dividend :

In view of the lower profits during the year compared to last year and considering the need of financing the new project, the Directors recommend a dividend at the rate of Rs. 2.00 per share of Rs. 10/- each.

Finance :

Although, profit and cash realisation from the normal operation of the Company was lower during the year, lower interest rates and realisation of full proceeds towards the sale of Profeel Division, ensuring that liquidity position of the Company was comfortable. Company repaid Rs. 300 lacs of Debentures and also repaid Rs. 200 lacs borrowings from Life Insurance Corporation of India during the year. No other fresh loans were taken during the year from market or Public Financial Institutions.

The Company's borrowings by way of fixed deposits is within limits prescribed by the Companies (Acceptance of Deposits) Rules, 1975. Thirty two deposits amounting to Rs. 1.70 lacs have remained unclaimed as on 31.3.1998 of which Ten deposits aggregating to Rs. 0.16 lacs have since been renewed or repaid.

Sale of Profeel Division :

As per the Resolution taken in the last meeting all formalities pertaining to sale of Profeel Division as a going concern has been completed during the year and the entire consideration for the same has been received by the Company.

Insurance :

The Company's buildings, plant and machinery, stores and stocks have been adequately insured. Loss of profit and standing charges in respect of Camphor Division have also been adequately insured.

Subsidiary Company :

Mulberry Investment & Trading Limited, the wholly owned subsidiary of the Company has made a profit after Tax of Rs. 1.12 lacs during the year under review compared to the profit of Rs. 4.99 lacs made in the previous year.

Directors :

In accordance with the Companies Act, 1956 and Articles of Association of the Company, Smt. Nina H. Dalal, Shri J.N. Guzder and Shri S.N. Desai are retiring by rotation but being eligible, have offered themselves for re-appointment.

Auditors :

M/s. Batliboi & Purohit and M/s. B.D. Jokhakar & Co., the present Auditors of the Company hold their office upto the conclusion of the next Annual General Meeting.

The Company has received certificates pursuant to the provisions of Section 224(1) of the Companies Act, 1956 regarding their eligibility for re-appointment and it is proposed to the Members to re-appoint them and fix their remuneration.

Auditors Report :

The observation of the Auditors with regard to non-provision of liability of Income-tax, when read with the notes to the accounts is self-explanatory.

With regard to the observation of the Auditors for non-provision of liability to pay State Sales Tax on raw material refunded by the State, the Directors wish to state that the Company's writ petition in respect of this matter is pending before the High Court of Jammu & Kashmir and demand raised therein has been stayed by the Hon'ble High Court of Jammu & Kashmir.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo :

The particulars as prescribed under sub-section (1) (e) of Section 217 of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given as Annexure `A'.

Environmental Compliance and Safety :

The Company gives great importance to pollution control and environmental protection and efforts are made at all stages of manufacture to minimize the emissions. Necessary reports are submitted by the Company to local authorities as required.

Industrial Relations :

The industrial relations in all the three units of the Company have remained cordial during the year under review.

Particulars of Employees :

The statement under sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, and forming part of this Directors' Report is given as Annexure `B'.

General :

The Directors place on record their sincere thanks to the Financial Institutions, Banks and shareholders for their continuous support and co-operation. The Directors also place on record their appreciation for the good work done by the employees of the Company.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo :

I. Conservation of Energy :

(a) Energy conservation measures taken :

Conservation of energy is an ongoing process and has been receiving close attention at all the manufacturing units of the Company. Efforts are being made to minimise the use of energy by developing new production processes.

II. Particulars regarding research and development & technology absorption :

During the year the technology developed by the R&D Centre for Myrcene, Dihydromyrcenol, Alpha Pinene Epoxide and Alpha Camphollenic Aldehyde was optimised and fully absorbed on plant scale.

The total expenditure for R&D during the year under review is Rs. 140.06 lacs (Previous year Rs. 156.63 lacs) of which Rs. 30.10 lacs (Previous year Rs. 8.07 lacs) is towards capital expenditure.

III. Foreign Exchange earnings and Outgo :

The total earning on exports is Rs. 1,222.09 lacs as against Rs. 780.43 lacs in the previous year.

The Company continues to export USP Camphor, Camphene, Pasra cymene and variety of other fragrance chemicals to USA, Europe and other countries where the quality of its product is well accepted and realisation on sale has improved during the year. R&D division has earned foreign exchange worth Rs. 82.72 lacs (Previous year 12.52) for carrying out contract research during the year.

The Foreign Exchange Outgo on account of : Rupees in lacs

1997-98 1996-97

a. Raw materials 2,582.26 2,209.55 b. Components and Spare parts 2.99 2.25 c. Capital Goods 16.28 0 d. Travelling 4.19 3.48 e. Membership/subscription/Books 2.54 3.05 f. Professional/Consultation charges 0.06 4.54 g. Dividend payment 0.79 0.93

Mar 31, 1997

The Directors have pleasure in submitting the 25th Annual Report together with the audited accounts of the Company for the year ended 31st March, 1997.

Working Results: The Company has achieved a total turnover of Rs. 9,839 lacs during the year under review as compared to Rs. 9,428 lacs of the previous year, representing an increase of 4%.

Camphor Division: The turnover achieved by this division was Rs.8,245 lacs compared to Rs.7,483.25 lacs that of last year representing an increase of 10%. During the second half of the year under review sale of the Company's main product Camphor has suffered set back owing to increased imports and competition from other domestic producers who resorted to unrealistic pricing in order to penetrate the market. Consequently, the Company had to carry large inventories more towards end of the year. The sale of other products was satisfactory. Raw materials and other input costs continued to rise which resulted in erosion of margins.

Profeel Division: Although this division achieved turnover of Rs. 1,111 lacs during the year under review compared to Rs.812 lacs of last year representing increase of 37%, margins were under constant pressure due to high input costs and lower sale prices in view of stiff competition.

Rosin Division: Marketing of this division was adversely affected due to severe shortage of Oleo Pine Resin in the international market and the prices shot up to unrealistic level. In later part of the year with improved availability of the raw material, the plant operated only for three months and the turnover achieved was Rs.483 lacs compared to Rs.1,133 lacs in last year.

Dividend: The Directors recommend a dividend at the rate of Rs.3.50 per share of Rs. 10 each.

Finance: The impact of high interest rates continued during the last year also and due to resultant liquidity problems in the market, the company had to follow a liberal credit policy resulting into higher cost of working capital.

To meet the increased working capital requirement the Company has raised Rs.600 lacs by private placement of 6,00,000 Secured Non-Convertible Debentures of face value of Rs.100/- each at 19% interest. The Company Secured foreign currency loan and rupee loan from All India Financial Institutions taken for Profeel Division was fully discharged during the year and the Company is in process of obtaining satisfaction of charge from the said institutions.

The Company's borrowing by way of fixed deposits is within the limit prescribed by the Companies (Acceptance of Deposits) Rules, 1975. 40 deposits amounting to Rs.1.91 lacs have remained unclaimed as on 31.3.1997 of which 10 deposits aggregating to Rs. 0.38 lacs have since been renewed or repaid.

Forfeiture of Rights Equity Shares: During the course of the year, the company forfeited 6,429 Rights Equity Shares of Rs. 10/- due to non payment of allotment money of Rs.5/- per share alongwith the premium amount by 194 shareholders. The aforesaid forfeited shares were reissued by the company at prevailing market price.

Sale of Undertaking: Members attention is invited to Resolution under item No.7 of the Notice regarding sale of Profeel Sentinel Division of the Company as a going concern. The explanatory statement pertaining to the said item attached to the Notice sets out in detail the terms and conditions and the consideration therefor. Directors consider the terms and conditions of the said MOU as fair and reasonable and recommend the resolution.

Members are also hereby informed that the Company's property at Jammu pertaining to erstwhile Pine Chemicals Ltd., which has been written off in earlier years, on closure of business, has been disposed of to Messrs Zedon Exports for a total consideration of Rs 37 lacs. All legal expenses including stamp duty shall be borne by the buyer.

Insurance: The Company's buildings, plant and machinery, stores and stocks have been adequately insured. Loss of profit and standing charges in respect of camphor division have also been adequately insured.

Subsidary Company: Mulberry Investment & Trading Limited (MITL), the wholly owned subsidiary of the company has made a profit after tax of Rs.4.9 lacs during the year under review compared to the profit of Rs. 3.42 lacs made in the previous year.

Directors: In accordance with the Companies Act, 1956 and Articles of Association of the Company, Shri K.H. Bhabha, Shri J. K. Setna, and Shri H. R. Prasad are retiring by rotation but being eligible, have offered themselves for re-appointment.

During the year under review I.C.I.C.I has withdrawn the nomination of Smt.C.D.Kochhar as a Director of the Company. The Directors wish to place on record their sincere appreciation of the services rendered by Smt. C. D. Kochhar.

Auditors: M/s. Batliboi & Purohit and M/s. B.D.Jokhakar & Co., the present Auditors of the Company hold their office upto the conclusion of the forthcoming Annual General Meeting.

The Company has received certificates pursuant to the provisions of Section 224(1) of the Companies Act regarding their eligibility for re-appointment and it is proposed to the Members to re-appoint them and fix their remuneration.

Auditors' Report: The observation of the Auditors with regard to non-provision of liability of Income tax, when read with the notes to the accounts is self-explanatory.

With regard to the observation of the Auditors for non-provision of liability to pay State Sales Tax on raw material refunded by the State, the Directors wish to state that the Company's writ petition in respect of this matter is pending before the High Court of Jammu & Kashmir and demand raised therein has been stayed by the Hon'le High Court of Jammu & Kashmir.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo: The particulars as prescribed under subsection (1) (e) of Section 217 of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given as Annexure 'A'.

Environmental Compliance and Safety: The Company continues to give due importance to pollution control and environmental protection and efforts are made at all stages of manufacture to minimize the emissions. Necessary reports are submitted by the company to local authorities as required.

Industrial Relations: The industrial relations in all the three units of the company have remained cordial during the year under review

Particulars of Employees: The statement under subsection (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, and forming part of this Directors' Report is given as

Annexure 'B'.

General: The Directors place on record their sincere thanks to the Financial Institutions, Banks and shareholders for their continuous support and cooperation. The Directors also place on record their appreciation for the good work done by the employees of the Company.

2. Particulars Regarding Research And Development & Technology Absorption: During the year, process of alpha-pinene epoxide manufacture was absorbed on Plant Scale and initial Plant trials were undertaken. Isobornyl Acetate fractionation was changed from batch column to continuous one.

Process of myrcene, dihydromyrcenol, pinene epoxide, campholenic aldehyde and phantolid were developed and optimized at pilot plant scale. Trial production of pinene epoxide at plant level has started.

Total expenditure for Research and Development during the year under review is Rs. 156.63 lacs (Previous Year Rs.142.65 lacs) of which capital expenditure was Rs.8.07 lacs (Previous Year Rs.16.07 lacs).

3. Foreign Exchange Earnings And Outgo: The total earning on exports is Rs.780.43 lacs as against Rs.585.90 lacs in the previous year. The Company continues to export USP Camphor, Camphene, Paracymene and variety of other fragrance chemicals to Europe, USA and other countries where the quality of its product is well accepted and realisation on sale has improved during the year. R & D division has earned foreign exchange worth Rs. 12.52 lacs for carrying out contract research during the year.

The Foreign Exchange Outgo on account of imports: (Rupees in Lacs) 1996-97 1995-96 a. Raw Materials 2,209.26 2,140.14 b. Components & Spare Parts 1.66 12.24 c. Capital Goods - 7.88 d. Travelling 3.48 3.41 e. Membership Subscription/Books 3.05 1.80 f. Professional/Consultation Charges 2.68 23.60 h. Dividend Payment 0.93 0.63

Mar 31, 1996

Your Directors have pleasure in submitting the 24th Annual Report together with the audited accounts of the Company for the year ended 31st March, 1996.

Previous Year Rupees Rupees Rupees in Lacs in Lacs in Lacs ------- ------- -------- Gross Profit for the year is 1,331.02 902.82 Deducting therefrom: Depreciation 207.40 207.01 Contingency Provision for Excise & Sales Tax 91.39 1.15 Provision for Doubtful Debts and Bad Debts written off 17.28 18.93 Provision for Taxation 545.00 300.00 ------ 861.07 527.09 ------ ------- Net Profit Comes to 469.95 375.73 Deducting therefrom: Short provision for Taxation for earlier years 14.84 3.78 ------- ------- Profit after Tax is 455.11 371.95 Adding thereto balance brought forward from last year 261.21 169.49 ------ ------- Profit available for appropriations is 716.32 541.44 From which your Directors recommend the following appropriations: General Reserve 300.00 50.00 Debenture Redemption Reserve 50.00 50.00 Proposed Dividend 180.23 180.23 ------ ------- 530.23 280.23 Balance being carried to ------ ------- next year's account 186.09 261.21 ------ ------- Working Results:

The Company has achieved a total turnover of Rs.9,428 lacs during year under review as compared to Rs.9,258 lacs of the previous year, representing nominal increase of 4%. However, due to cost efficient operation and better price realisation, profit before tax comes to Rs.1014.95 lacs against last year's profit of Rs.675.73 lacs representing increase of 50%.

Camphor Division:

Due to world wide shortage of main raw material viz. Gum Turpentine required for production of Camphor and other Terpene based Chemicals the procurement price has shot up by more than 75%. Even at such higher price, availability was insufficient and as a result thereof and also due to maintenance shutdown during the lean period the production of the main item of Camphor was lower at 2884.19 MT compared to 3713.40 MT of last year. Despite the lower sale this division was able to achieve turnover of Rs.7,483 lacs against last year's sale of Rs.6,703 lacs representing increase of 12% due to better price realisation.

Profeel Division:

This division achieved a turnover of Rs.812 lacs during the year under review compared to Rs.861 lacs of last year due to market becoming more competitive with new manufacturers trying to enter the market at lower prices.

This was the first complete year during which the entire production was based on non-CFC Blowing Agent. Having stabilized the quality and production with the environmental friendly blowing agent the company expects to enter into export market.

Rosin Division:

The turnover of this unit was lower at Rs.1,133 lacs compared to Rs.1,693 lacs of last year mainly due to reduced availability of its main raw material viz. Oleo Pine Resin from Brazil. Landed cost of Resin for part of the year turned out to be higher than budgeted due to unsteady Dollar to Rupee parity.

Dividend:

Your Directors recommend a dividend at the rate of Rs.3.50 per share of Rs.10/-each, subject to deduction of tax.

Finance:

The money and forex market in India had to undergo a great turmoil during the year and the economy witnessed tight liquidity position and as a result the company had to follow a very practical and prudent management of finances and foreign currency exposures due to large imports in the second half of the year.

The company has repaid on due dates all instalments of various secured and unsecured loans.

The Company's borrowing by way of fixed deposits are within the limit prescribed by the Companies (Acceptance of Deposits) Rules, 1975. 27 deposits amounting to Rs.1.23 lacs have remained unclaimed as on 31.3.1996 of which no deposit has since been renewed or repaid.

The Company has received grant of Rs.95.10 lacs from United Nations Development Programme under Montreal Protocol fund as an incentive for changeover from Freon to Ozone friendly blowing agent at its Profeel Plant. This being a nature of capital receipt, the same is credited to Capital Reserve of the Company.

During the year the company was also able to dispose off property at Mehatpur. The leasehold land belonging to Himachal Pradesh Industrial Corporation was surrendered and premium received on same, being in the nature of capital receipt, is credited to Capital Reserve.

Insurance:

The Company's buildings, plant and machinery, stores and stocks have been adequately insured. Loss of profit and standing charges in respect of Camphor Division have also been adequately insured.

Subsidiary Company:

Mulberry Investment & Trading Limited (MITL), the wholly owned subsidiary of the Company has made a profit before Tax of Rs.7.26 lacs during the year under review compared to the profit of Rs.5.29 lacs made in the previous year. As a result, the company has wiped out all previous losses and this year the company has carried forward surplus of Rs.3.33 lacs to next year's account.

2. Particulars Regarding Research And Development & Technology Absorption:

New Modified process of converting Terpene Hydrocarbons to paracymene, developed by our Research Centre was fully absorbed on plant scale during the year and substantial quantity of paracymene was produced by new method of export.

The total expenditure for R & D during the year under review is Rs.142.65 lacs (Previous Year Rs.123.59 lacs) of which Rs.16.07 lacs (Previous Year Rs.3.00 lacs) is towards capital expenditure.

3. Foreign Exchange Earnings And Outgo:

The total earning on exports is Rs.585.90 lacs as against Rs.381.13 lacs in the previous year. The company continues to export USP Camphor, Camphene, Paracymene and variety of other frangrance chemicals to USA, Europe and other countries where the quality of its product is well accepted and realisation on sale has improved during the year.

The Foreign Exchange Outgo on account of:

(Rupees in Lacs) 1995-96 1994-95

a. Raw Materials 2,140.14 1,591.60 b. Components & Spare Parts 12.24 5.33 C. Capital Goods 7.88 0.13 d. Travelling 3.41 5.08 e. Membership/Subscription/Books 1.80 0.50 f. Professional/Consultation Charges 23.60 4.62 g. Dividend Payment 0.63 0.54

Mar 31, 1995

Your Directors have pleasure in submitting the 23rd Annual Report together with the audited accounts of the Company for the year ended 31st March, 1995.

Working Results:

The Company has achieved a total turnover of Rs.9,258 lacs during the year under review as compared to Rs.7,962 lacs of the previous year, representing an increase of 16%.

Camphor Division:

The Company has further strengthened its position in the market as a major producer and market leader of Camphor and its allied products by achieving higher productivity with controlled cost of production during the year under review. This has resulted in increased turnover by 23% and profitability by 40% of this division. The Company is expected to continue the aggressive market policy and higher productivity during the current year.

Profeel Division:

This division has achieved a turnover of Rs.864 lacs compared to Rs.779 lacs of previous year resulting in a marginal increase of 10%.

During the year, the company, has changed over from Freon to Ozone friendly hydrocarbon blowing agent. In the process of changeover, the plant had to go through several technical problems during the first six months of the year, due to which, the production of PE Foam was affected. However, most of the process problems have been satisfactorily solved and production of PE Foam based on LPG is stabilised and the company expects to get better results during the current year. The Company has also increased its production capacity for Crosslinked Foam, which was introduced in the market during the year 1993-94 and was well received.

Rosin Division:

Turnover of Rs.1,693 lacs was achieved during the year under review, compared to Rs.1,752 lacs of the previous year showing a marginal decline. The production of this division is restricted to the availability of imported Oleo Pine Resin.

Dividend:

Your Directors recommend a dividend at the rate of Rs.3.50 per share of Rs.10 each, subject to deduction of tax.

Fixed Deposit:

The Company's borrowing by way of fixed deposits are within the limit prescribed by the Companies (Acceptance of Deposits) Rules, 1975. 20 deposits amounting to Rs.0.92 lacs have remained unclaimed as on 31.3.1995 of which 1 deposit aggregating to Rs.0.03 lacs has since been repaid.

Insurance:

The Company's buildings, plant and machinery, stores and stocks have been adequately insured. Loss of profit and standing charges in respect of camphor division have also been adequately insured.

Subsidiary Company:

Mulberry Investment & Trading Limited (MITL), the wholly owned subsidiary of the company has made a profit of Rs.5.14 lacs during the year under review compared to the profit of Rs.5.74 lacs made in the previous year.

Directors:

In accordance with the Companies Act, 1956 and Articles of Association of the Company, Shri. K.H. Bhabha, Shri. S.N. Desai and Shri. J.N. Guzder are retiring by rotation but being eligible, have offered themselves for re-appointment. Smt. Nina H. Dalal who was appointed as additional Director during the year also vacates office at the conclusion of ensuing Annual General Meeting and being eligible offers herself, for re-appointment.

Auditors:

M/s. Batliboi & Purohit and M/s. B.D. Jokhakar & Co., the present Auditors of the Company hold their office upto the conclusion of the next Annual General Meeting.

The Company has received certificates pursuant to the provisions of Section 224(1) of the Companies Act, 1956 regarding their eligibility for re-appointment and it is proposed to the Members to re-appoint them and fix their remuneration.

Auditors' Report:

With regard to the observation of the Auditors in respect of non-provision of liability for refund of State Sales Tax paid on raw materials by erstwhile PCL, the Directors wish to say that the Company's writ petition in this regard is pending before the Hon'ble High Court of Jammu & Kashmir.

The observation of the Auditors in respect of Central Sales Tax liability is self explanatory. The Directors have been legally advised that the additional demand raised towards interest is contrary to the provision of law and the Company has filed Writ Petition in Jammu & Kashmir High Court and has obtained a stay of recovery.

The other observations of the Auditors, when read with the notes to the accounts, are self-explanatory.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The particulars as prescribed under sub-section (1) (e) of section 217 of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given as Annexure 'A'.

Environmental Compliance and Safety:

Your Company continues to give due importance to pollution control and environmental protection and efforts are made at all stages of manufacture to control pollution within specified limits. Necessary reports are submitted by the company to local authorities as required.

Industrial Relations:

The industrial relations in all the three units of the company have remained cordial during the year under review.

Particulars of Employees:

The statement under sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, and forming part of this Director's Report is given as Annexure 'B'.

General:

Your Directors place on record their sincere thanks to the Financial Institutions, Banks and shareholders for their continuous support and co-operation. The Directors also place on record their appreciation for the good work done by the employees of the Company.

ANNUXURE 'A' TO THE DIRECTORS' REPORT

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

1. Conservation of Energy:

(a) Energy conservation measures taken:

Conservation of energy is an ongoing process and has been receiving close attention at all the manufacturing units of the Company. Efforts are being made to minimise the use of energy by developing new production processes.

II. Particulars Regarding Research and Development & Technology Absorption:

Research & Development:

Research and Development has developed an unique process of converting terpene hydrocarbons to value added products like paracymene and paramenthane, production of which was commenced during the year under review. These products are widely accepted in the international market. Process for Lilial, modified process for Sandalica N and continuous process for IBA are at various stages of completion in pilot plant.

Astrolide being an important product, Research Centre is continuously working on modification of certain process steps from batch to continuous process for achieving higher yields and improved economies.

The total expenditure for R & D during the year under review is Rs.123.59 lacs (Previous Year Rs.181.85 lacs) of which Rs.3.00 lacs (Previous Year Rs.69.73 lacs) is towards capital expenditure.

III. Foreign Exchange Earnings And Outgo:

The total earning on exports is Rs.381.13 lacs as against Rs.326.13 lacs as against Rs.326.22 lacs in the previous year.

During the year under review your Company has exported USP Camphor, Menthol, Thymol, Camphene, Paracymene and variety of other fragrance chemicals to Europe, USA and other countries. The Company continues its thrust in the export market by targeting to sell higher volume of existing products and also introducing new products.

The foreign Exchange Outgo on account of:

(in lacs) 1994-95 1993-94

a. Raw Materials 1591.60 1634.32 b. Components & Spare Parts 5.33 3.41 c. Capital Goods 0.13 9.36 d. Travelling 5.08 5.37 e. Membership/Subscription/Books 0.50 2.60 f. Advertising & Publicity -- 0.62 g. Professional/Consultation Charges 4.62 4.21 h. Dividend Payment 0.54 0.51

Mar 31, 1994

Your Directors have pleasure in submitting the 22nd Annual Report together with the audited accounts of the company for the year ended 31st March, 1994.

WORKING RESULTS The company has achieved a total turnover of Rs.7,692 lacs during the year under review as compared to Rs.7,603 lacs of the previous year.

Camphor Division : As a consequence of liberalised import policy and downward revision of custom duties, sizeable quantity of Camphor, Isoborneol, Terpineol and other fine chemicals were imported by trade in the country, adversely affecting indigenous units. To meet effectively the challenge of imports, your Company has done downward revision of sales price of various products. This has resulted in turnover and profitability of Division going down by approx. 11% and 16% respectively..

Aggressive marketing at competitive prices, higher productivity and controlled cost of production has started givi ng results in the later part of the year. During the current year your company has regained the share of market lost to import and it it expected that with higher productivity and lower input costs, current year's profitability will improve considerably.

Profeel Division : Turnover of Rs.779 lacs was achieved during the year under review compared to Rs.648 lacs of previous year. The 20% increase in the turnoverover was due to higher production of EP Foam and also due to introduction of Crosslinked Foam which was well received in the market.

Considering the overwhelming response the product has received in the market, your Company has taken steps to augment capacity of the plant to meet increasing demand.

Your company has also carried out modification of EP Plant for changing over from Freon to Ozone friendly hydrocarbon blowing agent. Trials with new blowing agent were successfully completed during the current year. With this change over, acceptability of EP in export markett will improve and company hopes to reacquire export market it has lost because of use of Freon.

Rosin Division : Turnover of Rs.1,752 lacs was achieved during the year compared to Rs.909 lacs of the previous year representing 92% increase in turnover. Although sales price of Rosin and Turpentine are lower as compared to last year, due to higher production, profitability of division has increased substantially.

Dividend : Your Directors recommend a dividend at the rate of Rs.3 per share of Rs.10 each, subject to deduction of tax on the enhanced capital due to the issue of rights shares by the company during the year to the shareholders of erstwhile Pine Chemicals Limited (PCL) in terms of the Scheme of Amalgamation. In respect of the said rights shares, dividend will be payable on pro-rata from the date of allotment on the amount paid up towards capital.

Finance : During the year under review the Company has issued and allotted 1,20,000 equity shares of Rs.10 each at a premium of Rs.50 per share, aggregating to Rs.72 lacs to the shareholders of erstwhile PCL as per the terms of Scheme of Amalgamation of PCL with the company.

The 75,000 equity shares of the company allotted to its Nominees in exchange of the company's holding of 2,50,000 equity shares in PCL have been disposed off by the company as directed by the Hon'ble High Court of Gujarat.

The company has repaid on due dates instalments of various secured loans.

The company's borrowing by way of fixed deposits are within the limit prescribed by the Companies (Acceptance of Deposits) Rules, 1975. 30 deposits amounting to Rs.1.56 lacs have remained unclaimed as on 31.3.1994 of which 7 deposits aggregating to Rs.0.48 lacs have since been renewed or repaid.

The company was using Freon gas a blowing agent in its Profeel plant which is considred cntributory to depletion of ozone layer of earth's atmosphre and hence the company has changed over to non-CFC gas in the plant at an approximate cost of Rs.90 lacs. As the Government of India has now signed the Montreal Protocol for phasing out the use of CFC agents, as per the terms of agreement, the company is entitled to receive grant to meet the cost of this changeover. Accordingly, the company had approached UNDP and Ozone cell of Ministry of Environment of Government of India for the same and approval of grant up to US$280,000/- has since been received.

members are aware that an amount of Rs.200.97 lacs including Rs.45.89 lacs interest due from Vidarbha Iron and Steel Corporation Limited (VISCO) is suordinate to VISCO's liability to All India Financial Institutions in terms of agreement at the time of transfer of Pinsel undertaking to VISCO.

After the transfer of undertaking, Floppy Disk indusytry has run into rough weather. Since the transfer, VISCO is continuously making losses and as a result of which it has not been able to discharge its obligations of payment of interest and instalments and has approached to Financial Institutions. In the meantime VISCO's liability has increased much more than assets and assets may not be sufficient to even discharge secured liabilities. Under the circumstances, we have no prospects of recovering our dues in the foreseeable future. Your Directors have under the circumstances felt it priudent to write off the same as bad debts in current year's accounts.

ANNEXTURE TO THE DIRECTORS REPORT

CONSERVATION OF ENERGY Energy conservation measures taken : Conservation of energy is an on-going process and has been receiving close attention at all the manufacturing units of the company. Efforts are being made to minimise the use of energy by developing new production processes.

RESEARCH AND DEVELOPMENT & TECHNOLOGY ABSORPTION : Research & Development : Malti-chem Research Centre (MRC) which conducts the Research & Development activities of the Company at Nandesari, Boroda, has been carrying out research in the areas of flavour and fragrance chemicals and polymer materials. New processes for manufacture of existing products are also being tried out at MRC for product improvement and cost reduction. A process for conductive grade of CAPCELL foam has been developed at MRC, the commercial production of which will commence in this year.

The totalexpenditure for R&D during the year under review is Rs.181.85 lacs (Previous year Rs.98.31 lacs) of which Rs.69.73 lacs (Previous year Rs.9.21 lacs) is towards capital expenditure.

FOREIGN EXCHANGE EARNINGS AND OUTGO : The company's efforts on export front have now started paying. The total FOB earnings on account of export is Rs.275.39 lacs as against Rs.131.44 lacs in the previous year, representing an increase of 110%. The company is constantly striving to increase its export by enlarging its product range. During the year under review the company has exported Camphor, Menthol, Thmil, Camphene and other speciality chemicals.

The foreign exchange outgo on account of : (Rs. in lacs) 1993-94 1992-93 a) Raw materials 1634.32 1447.97 b) Components & Spare parts 3.41 0.61 c) Capital goods 9.36 4.25 d) Travelling 5.37 4.59 e) Membership/Subscription/Books 2.60 3.88 f) Advertising & Publicity 0.62 0.19 g) Professional/Consultation Charges 4.21 1.52 h) Seminar expenses 0.00 0.93 i) Dividend payment 0.51 0.51

Mar 31, 1993

Your Directors have pleasure in submitting the 21st Annual Report together with the audited accounts of the Company for the year ended 31st March, 1993.

Amalgamation: The Scheme of amalgamation of erstwhile Pine Chemicals Limited (PCL) engaged in the manufacture of Rosin and Turpentine from Oleo Pine Resin (OPR) at Nandesari, Baroda, was duly approved by the Hon'ble High Court of Gujarat.

Under the said scheme of amalgamation, the entire depreciated block of fixed assets as well as investments and current assets of PCL as at 1.4.1992 stand transferred to and vested in the Company. Similarly, the secured loans, unsecured loans, current liabilities and provisions as also reserves and surplus of PCL as on that date stand transferred to the Company.

The procedures/formalities of amalgamation of erstwhile PCL with the Company were completed during the year under review and the effect of the same has been incorporated in the accounts.

Working Results: The Company has achieved a total turnover of Rs. 7,434 lacs during the year under review as compared to Rs. 5,429 lacs of previous year.

Camphor Division: Turnover of Rs. 6,037 lacs was achieved during the year under review compared to Rs.4,815 lacs of previous year representing a growth of 25%. Following steep devaluation of Rupee and consequent impact on import duty, resultant price of imported turpentine rose sharply. Cost of various other inputs also increased substantially. Increased productivity and better price realisation for most of the products compensated the effect of increased costs to considerable extent. Overall performance although satisfactory, was affected due to recessionary trend in other user industries, viz; paint, rubber & tyre, pharmaceutical, etc.

Profeel Division : Turnover of Rs. 658 lacs was achieved during the year under review compared to Rs. 614 lacs of previous year representing growth of 7%. Severe recession in the electronic industry resulting in reduced offtake of the packaging material and also stiff competition with other manufacturers mainly on account of tax concessions enjoyed by them in backward areas affected the performance of this unit. Moreover, increase in raw material costs had to be partly absorbed due to recessionary trend in the market.

Rosin Division : Turnover of Rs. 739 lacs was achieved in respect of Rosin. Turpentine worth Rs. 145 lacs was entirely supplied to Camphor Division at Bareilly.

Dividend : Your Directors recommend a dividend at the rate of Rs. 3/- per share of Rs. 10/- each, subject to deduction of tax on the enhanced capital which includes dividend payable on the fully paid up shares allotted to the shareholders of erstwhile Pine Chemicals Limited. In respect of the Rights Shares issued by the Company during the year, dividend will be payable, pro-rata, from the date of allotment on the amount paid up towards capital.

Expansion/Modernisation : During the year under review, your company incurred capital expenditure towards modernisation, debottlenecking and energy saving measures in order to improve operating efficiency and reduce costs. Camphor and Menthol plants were revamped to produce quality of international standards. Distillation column was retrayed to achieve higher yields and product purity.

Capacity of Sodium Acetate Trihydrate was doubled to 4000 MT to match by-products coming from Camphor Plant. Considering the potential for exports, capacity increase in products such as Thymol, Paracymene, P.M.H.P. and few other products is being taken up.

In order to meet the perenial power shortage in U.P. your company has set up additional 1000 KVA power generation facilities to meet the increased demand and to ensure uninterrupted power supply to maintain high productivity.

Pilot plant facilities at R & D centre at Baroda are being revamped and upgraded to enable thorough and accurate collection of process data for commercial exploitation. This will give a boost to your Company's R & D activities and considerably curtail the time taken from process development to plant production.

Finance : During the year under review, the Company has issued and allotted 3,75,000 equity shares of Rs. 10/- each to the shareholders of erstwhile PCL on amalgamation of PCL with the Company in the ratio of 15 equity shares for every 50 equity shares of Rs.10/- each held in erstwhile PCL as approved by the Hon'ble High Court of Gujarat. This includes allotment of 75,000 shares of Rs.10/- each to the Company in exchange of its holding of 2,50,000 equity shares in erstwhile PCL. These shares have been allotted to the Nominees appointed in this behalf and are required to be disposed off by the Company as directed by the Hon'ble High Court of Gujarat.

During the year, the Rights Issue of Rs.807.25 lacs (including premium Rs. 672.71 lacs) made by the Company to part finance the capital expenditure plan was over-subscribed. The Company has allotted 13,45,419 equity shares of Rs. 10/- each issued at a premium of Rs.50/- per share against the said Rights Issue. Offer for Rights Shares on the same terms and conditions is also being sent to the shareholders of erstwhile PCL (other than the Company) who are entitled to the Rights on the same terms and conditions as per the Scheme of Amalgamation.

In view of Rights Issue and amalgamation of PCL, the authorised capital was increased from Rs. 5.00 crores to Rs. 10.00 crores divided into 1 crore equity shares of Rs. 10/- each.

The Company has repaid on due dates instalments of various secured loans including those of erstwhile PCL which have fallen due during the year under review.

The Company's borrowing by way of fixed deposits are within the limit prescribed by the Companies (Acceptance of Deposits) Rules, 1975. 71 deposits amounting to Rs. 3.85 lacs have remained unclaimed as on 31st March, 1993, of which 25 deposits aggregatting to Rs. 1.46 lacs have since been renewed or repaid.

Insurance : The Company's buildings, plant and machinery, stores and stocks have been adequately insured. Loss of profit and standing charges in respect of Camphor division have also been adequately insured.

Subsidiary Company : During the year under review, Mulberry Investment & Trading Limited has become a 100% Subsidiary Company on amalgamation of erstwhile PCL. Mulberry Investment & Trading Limited was earlier a subsidiary of PCL. The said Mulberry Investment & Trading Limited has made a profit of Rs. 1.27 lacs during the year compared to the loss of Rs. 1.20 lacs in the previous year.

Chairman Emeritus : Shri Jayant Dalal, Founder Director and Chairman Emeritus of the Company passed away on 21st February, 1993. The Board places on record its humble tribute to his untiring devotion and dedication towards the Company and its appreciation for his invaluable services rendered during his tenure. The Resolution passed to this effect at the Company's Board Meeting held on 26th March, 1993 is printed immediately following the portrait of Shri Jayant Dalal.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Ougo: CONSERVATION OF ENERGY: Energy conservation measures taken: Conservation of energy is an ongoing process and the Company has taken following steps in this direction during the year under review.

(i)Implemented some more recommendations of energy audit conducted by National Productivity Council during December, 1991. (ii)Provided Timers in Area Lighting Circuits. (iii)Replacement of higher H.P. Motor with lower H.P. Motor wherever possible.

PARTICULARS REGARDING RESEARCH AND DEVELOPMENT & TECHNOLOGY ABSORPTION :

Research & Development : Research & Development activities of the Company are conducted by R & D Division namely MALTI-CHEM RESEARCH CENTRE at Nandesari, Baroda. MRC has been carrying out research in the areas of flavour and fragrance chemicals and Polymer materials.

MRC has been working on modification of certain existing process used by Camphor Division with a view to reduce dependence on imported raw materials and improve yields and conserve energy. This includes modification of process for Astrolide, a fragrance material which is at the stage of Pilot plant trials. MRC has successfully developed process for Longiamber, a Speciality Perfumery Chemical and the trial production of which is being taken up at pilot plant for seed marketing.

MRC has also developed technologies for producing certain other Speciality Perfumery Chemicals at Lab Scale and pilot plant trials are being taken up.

The total expenditure for R & D during the year under review is Rs. 98.31 lacs (Previous year Rs. 89.03 lacs) of which Rs. 9.21 lacs (Previous year Rs. 2.00 lacs) is towards capital expenditure.

FOREIGN EXCHANGE EARNINGS AND OUTOG: The F.O.B. earnings on account of exports is Rs. 131.94 lacs as against Rs. 163.74 lacs in the previous year. The export has now become one of the thrust areas that the Company has identified to meet the new challenges. The Company's exports are no longer continued to Speciality Aromatic alone. The product range for export has been widened and the Company has exported Camphor, Menthol, Thymol and Crosslinked Expanded Polyethylene besides traditional Aromatic Chemicals and Solvents.

The Company has already identified the potential for exports of products like Thymol, Paracymene and P.M.H.P. and steps are being taken for capacity increase for these products. Foreign Exchange Outgo on account of: 1992-93 1991-92 Rs. Lacs Rs. Lacs Raw Materials 1,447.97 687.66 Components & Spare Parts 0.61 3.75 Capital Goods 4.25 -- Travelling 5.15 2.37 Membership/Subscription/Books 3.88 9.01 Advertising & Publicity 0.19 0.49 Professional/Consultation charges 1.52 -- Seminar expenses 0.93 -- Dividend payment 0.51 0.42

Mar 31, 1992

Your Directors have pleasure in submitting the 20th Annual Report together with the audited accounts of the Company for the year ended 31st March,1992.

Your Directors propose to transfer Rs 76.50 lacs from Debenture Redemption Reserve created in respect of 15% Non-convertible Debentures of Rs 125 lacs which were redeemed in the previous year to the General Reserve No.1. It is also proposed to transfer Rs 3.00 lacs standing to the credit of Export Profit Reserve to General Reserve No.1. In view of substantial capital expenditure during the year under review it is also proposed to transfer Rs 51.95 lacs standing to the credit of Investment Allowance Reserve to Investment Allowance Reserve (Utilised) Account.

WORKING RESULTS: The Company has achieved a total turnover of Rs 5429 lacs during the year under review as compared to Rs 4314 lacs for the previous year, registering an increase of 26%.

CAMPHOR DIVISION: With successful implementation of the Camphor Modernisation plan in September, 1991 there has been an overall increase in the activities of this division. The production of main product Camphor has gone up from 2172 M.T. to 2593 M.T. during the year under review and the sales from 2137 tons to 2475 tons. This division has achieved a turnover of Rs 4815 lacs as against Rs 3787 lacs in the previous year registering an increase of 27%. Due to steep devaluation of rupee in July, 1991, floating interest rates and other far reaching changes in the economic policies effected by the Government, the operating cost including raw materials have substantially increased during the year under review. However, with overall increase in the productivity, better price realisation and operating efficiencies, performance of this division has been satisfactory.

PROFEEL DIVISION: This division has achieved a turnover of Rs 614 lacs as against Rs 526 lacs representing an increase of 16.5%. With severe foreign exchange crisis and drastic curds on imports led to recession in Electronic industries, directly affected growth of this division. Further, there was substantial price increase in its main raw material which could not be passed on due to recessionary trends. However, with sustained efforts, it has been possible to achieve moderate increase in turnover and improvement in performance in the later part of the year under review.

EXPORTS The Company's continuous thrust on exports led to substantial increase in export earnings over previous year despite of set back in Expanded Polyethylene export market developed by the Company in the previous year. The export turnover during the year under review has been Rs 163 lacs as against Rs 114 lacs representing an increase of over 40%.

DIVIDEND Your Directors recommend dividend at the rate of Rs 3/- per share of Rs 10/- each subject to deduction of tax at source.

FINANCE The Company had issued and allotted 14% Non-Convertible Debentures of Rs 100/- each aggregating to Rs 50/- lacs to GIC and its subsidiaries during the year under review.

The Company has availed Equipment Credit Finance of Rs 187.04 lacs under the Asset Credit Scheme of ICICI to meet part of the modernisation plan of Camphor plant and for installation of Cross Linked Expanded Polyethylene Foam plant.

The Company has repaid on due dates instalments of various secured loans which have fallen due during the year under review.

The Company's borrowings by way of fixed deposits are within the limits prescribed by the Companies (Acceptance of Deposits) Rules, 1975. Twenty deposits amounting to Rs 1.06 lacs have remained unclaimed as on 31st March, 1992. None of these deposits have since been repaid or renewed. AMALGAMATION: Pine Chemicals Ltd., promoted by the Company with 20% equity holding, engaged in the manufacture of Rosin & Turpentine from Oleo Pine Resin, at Nandesari, Baroda, supplies the total production of Turpentine to the Company under a long term contract.

With a view to overcome the financial and marketing constraints presently felt in the changing industrial climate and to ensure continued operation of Pine Chemicals Ltd.,and thereby to continue to get the raw material for Camphor division, it has been decided to amalgamate Pine Chemicals Ltd., with the Company w.e.f. 1st April,1992. The amalgamation will lead to backward integration of the main line of activities and thereby accruing the district economic advantages.

Under the said scheme of amalgamation, the entire depreciated block of fixed assets as well as investments and current assets of Pine Chemicals Ltd., will stand transferred to and vested in the Company. Simultaneously, the Secured loans, Unsecured loans, current liabilities and provisions as also reserves and surplus of Pine Chemicals Ltd. as on that date shall become the secured loans, unsecured loans, current liabilities, reserves and surplus of the Company.

Further, under the scheme of amalgamation, all the employees of Pine Chemicals Ltd., will become the employees of the Company without any break in their service.

In consideration of the transfer of the whole of the undertaking, the Company shall issue and allot to the shareholders of Pine Chemicals Ltd., 15 equity shares of face value of Rs 10/- for every 50 equity shares of Rs 10/- in the capital of Pine Chemicals Ltd. Further in terms of the scheme of amalgamation, if the Company issues and allot to its shareholders any Rights/Bonus shares, then shareholders of Pine Chemicals Ltd., shall also become entitled to such Rights/Bonus in respect of their entitlement to the Company's shares in terms of exchange ratio mentioned above on the same terms and conditions and with the same rights and privileges.

The Company and Pine Chemicals Ltd., have made necessary application to the Hon'ble High Court of Gujarat seeking directions for convening the meeting of the shareholders and creditors of both the Companies for approval of the scheme of amalgamation. As per the orders of the High Court, the said meetings are being held at the Registered office of the Company on 1st July, 1992.

EXPANSION & MODERNISATION: The Company has completed implementation of Camphor plant modernisation at its factory at Bareilly in Septemeber, 1991. This has led to efficient economic production besides increase in the capacities to produce main product Camphor. The Company also implemented Cross Linked Expanded Polyethylene Foam plant at Profeel division at Nandesari and started manufacturing Cross Linked Foam from March, 1992. This product has wide range of uses in Sports, Marine and Decorative packaging and is also an ideal industrial consumable used as gaskets and cap liners and also has good export potential.

In the changing industrial environment and globalisation of economy, your Company has reviewed its position and identified the thrust areas to meet the challenges by widening its base of operation and increasing exports. With this end in view it has taken up a major capital expenditure plan of about Rs 10 crores. This includes modernisation and technical upgradation of the existing Camphor and Menthol plant to produce products of international standards and to enhance the production capacities of the existing Perfumery products and Cross Linked Expanded Polyethylene as also to produce Speciality Perfumery Chemicals successfully developed at its Research Centre.

CHANGE IN CAPITAL STRUCTURE : To finance above expansion/modernisation, the Company has decided to issue Rights Shares to the existing shareholders of the Company aggregating to Rs 794 lacs in the ratio of 2 Equity Shares for every 5 Equity Shares held in the Company at the price of Rs 60 i.e. at a premium of Rs 50 per share.

In addition to the Rights issue, 66,000 Equity Shares aggregating to Rs 39.70 lacs has been reserved for the employees, Directors and business associates of the Company. The Company also reserved 1,20,000 Equity Shares aggregating to Rs 72 lacs as per the Scheme of amalgamation of Pine Chemicals Ltd. with the Company, for allotment to the shareholders of Pine Chemicals Ltd. on approval of Scheme of amalgamation by Hon'ble High Court of Gujarat and completion of all formalities of amalgamation.

In view of the proposed Rights Issue and the amalgamation of Pine Chemicals Ltd.,with the Company, the authorised capital has been increased from Rs 5 crores to Rs 10 crores divided into 1 crore equity shares of Rs 10/- each.

The necessary approval of the shareholders in this regard has been obtained at the Extra Ordinary General meeting held on 22nd May, 1992. The Book closure for offer of Rights has been fixed from 25th July, 1992 to 11th August, 1992.

ANNEXURE "A" TO THE DIRECTORS' REPORT

Conservation of Energy. Technology Absorption and Foreign Exchange Earnings and Out-go.

CONSERVATION OF ENERGY: a) Energy conservation measures taken:

Conservation of Energy is an ongoing process and the Company has taken following steps in this direction during the year under review.

i) Conducted another energy audit through special cell (Energy Bus) of National Productivity Council, whose recommendations are being implemented. This has been done after implementing most of the recommendations of earlier audit conducted last year by an independent consulting firm.

ii) Installation of temperature controller at Cooling Tower to switch of fans. iii) Installation of dedicated power capacitors for big power consumers to save on line losses.

Energy consumption per unit of production in respect of Camphor Division is slightly higher due to commissioning of new plant and trial runs and higher processing of Vegetable Turpentine.

II. PARTICULARS REGARDING RESEARCH AND DEVELOPMENT & TECHNOLOGY ABSORPTION:

A) Research & Development : R&D Division viz. Malti-chem Research Centre (MRC) at Nandesari, Baroda has been conducting research in the field of fragrance chemicals, other Fine chemicals and Expanded Polymer materials.

During the year under review, based on technology developed by MRC, plant for manufacture Cross Link Polyethylene Foam was installed at Profeel Division. Commercial production has started during the current year.

MRC has developed a new process for manufacture of Sandalica (synthetic sandalwood oil) based on indigenous raw material thereby saving considerable foreign exchange. The pilot plant trials have been successfully completed and the Company is in the process of commercialising the process. MRC has also developed technologies for producing certain speciality perfumery chemicals. Pilot plant trials of these products is scheduled to start in later of 1992.

The total expenditure for Research & Development during the year under review is Rs 89.03 lacs of which Rs 2.00 lacs is towards Capital Expenditure.

B) Technology Absorption, Adaptation and Innovation : 1. The Company has not imported any technology in respect of its chemical operations. 2. Technology of Cross Linked Expanded Polyethylene has been perfected and commercial plant based on inhouse technology was installed and successfully commissioned. 3. Camphor modernisation and debottlenecking plan was completed during the year. This has helped in improving productivity of Camphor and related products with quality to match or surpass international standards. 4. Process modifications were carried out for improving the quality of certain perfumery chemicals produced by Company. 5. Sandalica process based on indigenous raw materials was standardised.

III. FOREIGN EXCHANGE EARNINGS AND OUTGO: The Company's thrust on exports has resulted in substantial increase in exports as compared to the previous year. The FOB earnings out of these exports has been Rs 163.74 lacs as against Rs 114.94 lacs in the previous year representing an increase of over 40%. The product range for the export market has now been widened. Apart from exporting Speciality Aromatic Chemicals, the Company has also started exporting Camphor, Menthol and Crosslinked Expanded Polyethylene.

Foreign Exchange Outgo on account of : 1991-92 1990-91 Rs lacs Rs lacs a) Raw Materials 687.66 260.18 b) Components & Spare Parts 3.75 3.98 c) Travelling 2.37 1.30 d) Subscriptions /Books 9.01 5.58 e) Advertising & Publicity 0.49 0.82

Mar 31, 1991

Your Directors have pleasure in submitting the 19th Annual Report together with the audited accounts of the Company for the year ended 31st March, 1991.

Working Results: The Company has achieved a total turnover of Rs. 4316.57 lacs for the year under review as compared to the turnover of Rs. 3802.91 lacs for the previous year registering an increase of 13.5%.

Camphor Division: There has been an overall increase in the activities of this division. This division has achieved a turnover of Rs. 3785.47lacs as against Rs. 3414.15 lacs in the previous year registering an increase of 10.87%. With overall operating efficiencies with this division has improved its performance.

Profeel Division: The performance of this division has shown remarkable improvement. This division has achieved a turnover of Rs. 531.10 lacs as against Rs. 388.76 lacs in the previous year registering an increase of 36.16 %. With better price realisation and increased capacity utilisation, this division has reached cash break-even level of operations despite substantial increase in the price of main raw materials.

Exports: The Company's thrust on export led to significant increase in the export earnings over the previous year. The export turnover during the year and under review has been Rs. 114.94 lacs as against Rs. 33.62 lacs for the previous year, resulting in an increase of more than 225%.

The company has been able to export for the first time Expanded Polyethylene foam during the year under review. The company has also made major break through by exporting Camphor and Mentho in addition to its traditional exports of Fragance Chemicals produced out of Indian Turpentine. Moreover the Company has also sold goods worth Rs. 15.14 lacs on deemed export basis.

Dividend: Your Directors recommend dividend at the rate of Rs. 2.50 per share of Rs.10/- each subject to deduction of tax at source.

Finance: The company has redeemed 15% Non-Convertible Secured Debentures of Rs. 100/- each aggregating to Rs. 124.35 lacs at a premium of Rs. 5/- per Debenture.

The company has repaid on due dates the instalments of various secured loans which have fallen due during the year under review. The company has also repaid the balance amount of interest free Central Sales Tax loan to the Government of Himachal Pradesh. Out of the total issue of 14% Non-Convertible Debentures of Rs. 100/- each aggregating to Rs. 300 lacs by Private Placement to the Financial Institutions/Army Group of Insurance, the company has issued and allotted Debentures aggregating to Rs. 250 lacs during the year under review. The balance Debentures of Rs. 50 lacs have since been issued. The Company has been sanctioned Equipment Credit Finance upto Rs. 150 lacs under the Asset Credit Scheme by ICICI to meet the part of the modernisation of Camphor plant and replacement of equipments. This has since been availed by the company.

The company's borrowings by way of fixed deposits are within the limits prescribed by the Companies (Acceptance of Deposits) Rules, 1975.43 deposits amounting to Rs. 2.08 lacs have remained unclaimed as on 31st March, 1991. Out of the same 22 deposits amounting to Rs.1.05 lacs have since been repaid or renewed.

Expansion/Modernisation Camphor modernisation plan undertaken by the company at its factory at Bareilly for achieving efficient and economic production, at the estimated cost of Rs. 400 lacs, is progressing as per schedule and is expected to be commissioned by September, 1991 within the estimated cost.

With a view to expand the range of Profeel divisions's products to cover various applications in the field of sports, electronics, medical and health care, Malti-Chem Research Centre (MRC) has developed a proprietory technology for manufacture of closed cell Polyethylene foam. This technology can be further applied to produce variety of Cross Linked foam using different polymers. The company has successfully carried out the trials and is taking effective steps to implement this project.

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