Directors Report of Maharashtra Polybutenes Ltd.

Mar 31, 2015

Dear Members,

Your Directors have pleasure in presenting the 26th Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended on March 31,2015.

FINANCIAL HIGHLIGHTS

(Rs. In Lacs)

PARTICULAR Year ended Year ended

31.03.2015 31.03.2014

Gross Sales 772.80 2716.92

Industrial Park Revenue 1050.00 425.00

Other Income 8.47 18.81

Profit Before Depreciation and Tax 33.97 63.03

Less: Depreciation 30.29 49.38

Profit Before Tax 3.87 13.65

Sundry credit balance written off/(back) (0.20) 1.21

Provision for MAT 0.74 2.37

Provision for deferred Tax (38.32) 2.18

Profit after Tax 41.45 7.89

Proposed Dividend Nil Nil

Dividend Distribution Tax Nil Nil

Balance carried forward to Balance Sheet 41.45 7.89

The Balance in Profit & Loss Account for the year is Rs. 41.45 Lacs (Previous year Rs. 07.89 Lacs). Balance of Rs.1254.56 Lacs (Previous Year Rs. 1246.67 Lacs) is carried to Balance Sheet under the head reserves.

1. PERFORMANCE FOR THE FINANCIAL YEAR 2014-2015

The company has achieved a turnover of Rs. 772.80 Lacs for the year ended March 31,2015 as against Rs 2716.92 Lacs for the previous year. The year witnessed decline in operation due to non-availability of raw material, crash in commodity prices and overall economic conditions. The Company expects better performance in the current year with good capacity utilization.

The company produces various grades of PIB like HV 10, HV 30, HV 100 and HV 200. The feedstock prices remained high during the year; however the company was able to manage and cater to the customers' requirements and expectations.

2. DIVIDEND

Due to the ongoing expansion/diversification plans and raw material situation, the Board of Directors is of the opinion that shareholders would be best served by retaining the surpluses back into the company. Hence no dividend has been proposed.

3. FIXED DEPOSIT

During the year the Company has not accepted any Fixed Deposits within the meaning of any of the sections of the Companies Act, 2013 and the rules made there under.

4. FUTURE BUSINESS PLANS OF THE COMPANY

During the period under review, the Company's manufacturing activities were badly affected due to crash of commodity prices and short supply of raw material. However, for the current year the company has a target to outperform previous year's production level as the availability of raw material is improving.

With a view to further expand the operations and to raise the top line as well as the bottom line the company is foraying into trading of various chemicals and energy products like High- density polyethylene (HDPE), low density polyethylene (LDPE), base oil, furnace oil, polymers, LPG, coal etc. The company has a ready market for these products as it enjoys excellent business rapport with the potential customers. The management is determined to expand its core customer base. The company is also tapping the huge export market.

With a view to address the financial strains, the management is foraying in to tapping on alternate sources of long term funds and utilization of excess assets. The management has identified excess land owned by the company and has proposed to develop industrial gala or technology park on this excess land. The company is in the process of entering in to an understanding with a company, which is also a related party but the transaction conducted or to be conducted on arm's length basis, for this purpose which will provide technical support. The Company has approached Maharashtra Industrial Development Corporation (MIDC) for necessary approvals.

5. DIRECTORS

Ms. Sangeeta Rathi, Director, retires by rotation and being eligible offers herself for re- appointment at the forthcoming Annual General Meeting.

The Company has received declaration from all the independent directors of the company confirming that they comply with the provisions of their independence as per clause 49 of the listing agreement with the BSE Limited as well as provisions of the Companies Act.

The Company has a policy of performance evaluation of the board, various board committees and individual directors.

The report on Corporate Governance contains information on various Board committees, meetings thereof etc. and is an integral part of this report.

6. EXTRACT OF ANNUAL RETURN MGT 9

MGT9 has been given in this Annual Report and is an integral part of this report.

7. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(5) of the Companies Act, 2013 with respect to Directors Responsibilities Statement, it is hereby confirmed:

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

b. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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

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

e. The internal financial controls for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information are adequate and are operating effectively; and

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

8. PERSONNEL

During the year under review, none of the employees received remuneration of or in excess of the limits prescribed as per the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

9. AUDITORS AND AUDITORS' REPORT

M/s B K G & Associates, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and they are eligible for the reappointment.

The observation made by the StatutoryAuditors in their report are self explanatory and do not need any further clarification.

10. COST AUDIT

M/s C. G. Pampat & Co, Cost Accountants, Mumbai have been appointed as the Cost Auditors of the Company for the financial year 2014-2015. The Cost Statements for the financial year 2014-15 will be filed with appropriate authorities.

11. SECRETARIAL AUDIT

Ms. Disha Dugar, a Practising Company Secretary, (Membership number Fellow 8128, Certificate of Practice number 10895) was appointed as the Secretarial Aduitor and the report has been annxed and forms and integral part of Directors' Report. The report is self explanatory.

12. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE

Particulars of loans and advances given and investments made is given Note 15 to Balance Sheet and Profit and Loss Account, please also see related parties transactions in notes to accounts section.

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

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 217 (1) (e) of theAct read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, form part of this Report.

14. CORPORATE GOVERNANCE

Being observant and responsible, the company is committed to high standards of the corporate ethics, professionalism and transparency. As per Clause 49 of the Listing Agreement with the stock exchanges, a separate section on Corporate Governance forms part of the Annual Report. A certificate from the Statutory Auditors of the Company confirming the compliance of conditions of corporate governance under Clause 49 of the Listing Agreement is also attached to this Report.

15. EMPLOYEE RELATIONSHIP

The Company enjoyed very cordial relations with the employees during the year under review and the Management wishes to place on record its sincere appreciation of the efforts put in by workers, staff and executives.

16. LISTING WITH STOCK EXCHANGE

The equity shares of the Company are listed with the Bombay Stock Exchange.

17. DEMATERIALISATION OF SHARES

The company has dematerialized its shares with both depositories viz. CDSL and NSDL.

18. ACKNOWLEDGEMENTS

The Directors would like to express their sincere appreciation and gratitude for the support and co-operation received from the Central and State Governments Department, Civic Corporation and authorities, Banks, Customers, Suppliers, Associates, Vendors and Members during the year under review. The Directors also wish to thank and place on record their appreciation for all the employees for their committed and sincere services and continued cooperation throughout the year.

For and on behalf of the Board

Brijmohan Rathi Chairman and Managing Director Place: Navi Mumbai Date: 12th August, 2015

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Mar 31, 2014

Dear Members

The Directors have pleasure in presenting the 25th Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended on March 31,2014.

FINANCIAL HIGHLIGHTS (Rs. In Lacs)

PARTICULARS Year ended Year ended 31.03.2014 31.03.2013

Sales 2774.59 4298.91

Other Income 18.81 19.18

Profit Before Depreciation and Tax 63.04 201.34

Less: Depreciation 49.38 169.99

Profit Before Tax 13.65 31.35

Sundry credit balance written off/(back) 1.21 0.91

Provision for MAT 2.37 5.80

Provision for deferred Tax 2.18 (2.61)

Profit after Tax 7.89 27.25

Proposed Dividend Nil Nil

Dividend Distribution Tax Nil Nil

Balance carried forward to Balance Sheet 7.89 27.25

The Balance in Profit & Loss Account for the year is Rs. 7.89 Lacs (Previous year Rs. 27.25 Lacs).

Balance of Rs. 1254.56 Lacs (Previous Year Rs. 1246.67 Lacs) is carried to Balance Sheet under the head reserves.

1. PERFORMANCE FOR THE FINANCIAL YEAR 2013-2014

The company has achieved a turnover of Rs. 2774.59 Lacs for the year ended March 31,2014 as against Rs. 4298.91 Lacs for the previous year. The year witnessed a decline in operation due to non-availability of raw material. The Company expects better performance in the current year with good capacity utilization.

The company produces various grades of PIB like HV 10, HV 30, HV 100 and HV 200.

2. DIVIDEND

Due to the ongoing expansion/diversification plans and raw material situation, the Board of Directors is of the opinion that shareholders would be best served by retaining the surpluses back into the company. Hence no dividend has been proposed.

3. FIXED DEPOSIT

During the year the Company has not accepted any Fixed Deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

4. FUTURE BUSINESS PLANS OF THE COMPANY

During the period under review, the Company''s manufacturing activities were affected due to short supply of raw material and the Company has produced 1330 MTs of Polyisobutenes (PIB). However, for the current year the company has a target to outperform previous year''s production level as the availability of raw material is improving. For the working capital and long term capital requirements the company has made some arrangements with an NBFC. This NBFC has lent certain amount to the company in the past. With a view to having company''s own funds for long term requirements it is proposed to issue 2,00,00,000 equity shares on preferential basis to this NBFC at a price as may be determined at the AGM subject to provisions of the listing agreement. The detail of this preferential allotment is given in Item No. 3 of the Explanatory Notes annexed to the Notice. The funds so raised by the Company, shall be utilized for its business operation or in such other manner as may be decided by the Board of Directors in the interest of the Company.

5. DIRECTORS

Pursuant to the provisions of Sections 149 and 152 and any other applicable provisions of the Companies Act, 2013 the Board of Directors of the Company has recommended appointment of Ms. Sangeeta Rathi as a Non Executive Director of the Company.

6. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibilities Statement, it is hereby confirmed that:

i. in the preparation of accounts for the period ended 31st March, 2014, the applicable Accounting Standards have been followed and there are no material departures;

ii. the selected Accounting Policies are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the year end and profit and loss account of the Company for that period;

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

iv. the accounts have been prepared on a going-concern basis.

7. PERSONNEL

During the year under review, none of the employees received remuneration of or in excess of the limits prescribed as per the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

8. AUDITORS AND AUDITORS'' REPORT

M/s B K G & Associates, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and they are eligible for the reappointment.

The observation made by the Statutory Auditors in their report are self explanatory and do not need any further clarification.

9. COST AUDIT

M/s C. G. Pampat & Co, Cost Accountants, Mumbai have been appointed as the Cost Auditors of the Company for the financial year 2013-2014. The Cost Statements for the financial year 2013-14 will be filed with appropriate authorities.

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

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 217 (1) (e) of the Act read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, form part of this Report.

11. CORPORATE GOVERNANCE

Being observant and responsible, the company is committed to high standards of the corporate ethics, professionalism and transparency. As per Clause 49 of the Listing Agreement with the stock exchanges, a separate section on Corporate Governance forms part of the Annual Report. A certificate from the Statutory Auditors of the Company confirming the compliance of conditions of corporate governance under Clause 49 of the Listing Agreement is also attached to this Report.

12. EMPLOYEE RELATIONSHIP

The Company enjoyed very cordial relations with the employees during the year under review and the Management wishes to place on record its sincere appreciation of the efforts put in by workers, staff and executives. The financial performance of the company during the year has not been up to the mark. The turnover has dropped almost by 40%. The Petroleum Planning and Analysis Cell (PPAC), Ministry of Petroleum and Natural Gas, has issued certain directives prohibiting supply of LPG to private manufactures. Because of this directive the supply of raw material to the company was interrupted. Hence, the production activity of the company was badly affected. It was not clear that when the supply will be resumed. In these circumstances and with a view to curtail cost, the company had to take a decision to retrench certain employees of the company, these employees were retrenched during the year and their lawful dues have been paid.

13. LISTING WITH STOCK EXCHANGE

The equity shares of the Company are listed with the BSE Limited.

14. DEMATERIALISATION OF SHARES

The company has the facility to dematerialise its shares with both depositories namely CDSL and NSDL.

15. ACKNOWLEDGEMENTS

The Directors would like to express their sincere appreciation and gratitude for the support and co-operation received from the Central and State Governments Department, Civic Corporation and authorities, Banks, Customers, Suppliers, Associates, Vendors and Members during the year under review. The Directors also wish to thank and place on record their appreciation for all the employees for their committed and sincere services and continued cooperation throughout the year.

For and on behalf of the Board

Brijmohan Rathi Chairman and Managing Director

Place: Navi Mumbai Date: 13th August, 2014

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Mar 31, 2013

Dear Members

The Directors have pleasure in presenting the 24th Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended on March 31, 2013.

FINANCIAL HIGHLIGHTS

(Rs.In Lacs) PARTICULARS Year ended Year ended 31.03.2013 31.03.2012

Sales 4298.91 7423.91

Other Income 19.18 34.00

Profit Before Depreciation and Tax 201.34 619.63

Less: Depreciation 169.99 169.39

Profit Before Tax 31.35 450.24

Sundry credit balance written off/(back) 0.91 (0.60)

Provision for MAT 5.80 91.58

Provision for deferred Tax (2.61) 149.75

Profit after Tax 27.25 209.51

Proposed Dividend Nil Nil

Dividend Distribution Tax Nil Nil

Balance carried forward to Balance Sheet 27.25 209.51

The Balance in Profit & Loss Account for the year is '' 27.25 Lacs (Previous year '' 209.51 Lacs). Balance of ''1246.67 Lacs (Previous Year '' 1219.41 Lacs) is carried to Balance Sheet under the head reserves.

1. PERFORMANCE FOR THE FINANCIAL YEAR 2012-2013

The company has achieved a turnover of '' 4298.91 Lacs for the year ended March 31, 2013 as against Rs 7423.91 Lacs for the previous year. The year witnessed decline in operation due to non-availability of raw material. The Company expects better performance in the current year with good capacity utilization.

The company produces various grades of PIB like HV 10, HV 30, HV 100 and HV 200. The feedstock prices remained high during the year; however the company was able to manage and cater to the customers'' requirements and expectations.

2. DIVIDEND

Due to the ongoing expansion/diversification plans and raw material situation, the Board of

Directors are of the opinion that shareholders would be best served by retaining the surpluses back into the company. Hence no dividend has been proposed.

3. FIXED DEPOSIT

During the year the Company has not accepted any Fixed Deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

4. FUTURE BUSINESS PLANS OF THE COMPANY

During the period under review, the Company''s manufacturing activities were affected due to short supply of raw material and the Company has produced 4683 MTs of Polyisobutenes (PIB). However, for the current year the company has a target to outperform previous year''s production level as the availability of raw material is improving but the high price of raw material remains as a big concern.

With a view to further expand the operations and to raise the top line as well as the bottom line the company is foraying into trading of various chemicals and energy products like High- density polyethylene (HDPE), low density polyethylene (LDPE), base oil, furnace oil, polymers, LPG, coal etc.

The company has a ready market for these products as it enjoys excellent business rapport with the potential customers. The management is determined to expand its core customer base. The company is also tapping the huge export market. Trading will contribute substantially to the top line and satisfactorily to the bottom line.

5. DIRECTORS

Mr. Abhay Manudhane, Director, retires by rotation and being eligible offers himself for re- appointment at the forthcoming Annual General Meeting.

6. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibilities Statement, it is hereby confirmed:

i) that in the preparation of accounts for the period ended 31st March, 2013, the applicable Accounting Standards have been followed and there are no material departures:

ii) that the selected Accounting Policies are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the year end and profit and loss account of the Company for that period;

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

iv) that the accounts have been prepared on a going-concern basis.

7. PERSONNEL

During the year under review, none of the employees received remuneration of or in excess of the limits prescribed as per the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

8. AUDITORS AND AUDITORS'' REPORT

M/s B K G & Associates, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and they are eligible for the reappointment.

The observation made by the Statutory Auditors in their report are self explanatory and do not need any further clarification.

9. COST AUDIT

M/s C. G. Pampat & Co, Cost Accountants, Mumbai have been appointed as the Cost Auditors of the Company for the financial year 2012-2013. The Cost Statements for the financial year 2012-13 will be filed with appropriate authorities.

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

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 217 (1) (e) of the Act read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, form part of this Report.

11. CORPORATE GOVERNANCE

Being observant and responsible, the company is committed to high standards of the corporate ethics, professionalism and transparency. As per Clause 49 of the Listing Agreement with the stock exchanges, a separate section on Corporate Governance forms part of the Annual Report. A certificate from the Statutory Auditors of the Company confirming the compliance of conditions of corporate governance under Clause 49 of the Listing Agreement is also attached to this Report.

12. EMPLOYEE RELATIONSHIP

The Company enjoyed very cordial relations with the employees during the year under review and the Management wishes to place on record its sincere appreciation of the efforts put in by workers, staff and executives.

13. LISTING WITH STOCK EXCHANGE

The equity shares of the Company are listed with the Bombay Stock Exchange.

14. DEMATERIALISATION OF SHARES

The company has dematerialized its shares with both depositories viz. CDSL and NSDL.

15. ACKNOWLEDGEMENTS

The Directors would like to express their sincere appreciation and gratitude for the support and co-operation received from the Central and State Governments Department, Civic Corporation and authorities, Banks, Customers, Suppliers, Associates, Vendors and Members during the year under review. The Directors also wish to thank and place on record their appreciation for all the employees for their committed and sincere services and continued cooperation throughout the year.

For and on behalf of the Board

Brijmohan Rathi

Chairman and Managing Director

Place: Navi Mumbai

Date: 14th August, 2013

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Mar 31, 2012

The Directors have pleasure in presenting the 23rd Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended on March 31,2012.

1.FINANCIAL HIGHLIGHTS (Rs. in Lacs)

PARTICULARS Year ended Year ended

31.03.2012 31.03.2011

Sales 7423.91 9021.86

Other Income 34.00 0.59

Profit Before Depreciation and Tax 619.63 670.65

Less: Depreciation 169.39 152.2

Profit Before Tax 450.24 518.45

Sundry credit balance written off/(back) (0.61) 0.87

Provision for MAT 91.58 103.16

Provision for deferred Tax 149.75 (271.80)

Profit after Tax 209.51 686.23

Proposed Dividend Nil 77.95

Dividend Distribution Tax Nil 12.95

Balance carried forward to Balance Sheet 209.51 595.33

The Balance in Profit & Loss Account for the year is Rs. 209. 51 Lacs (Previous year Rs. 595.33 Lacs), after adjusting of Rs. 62.40 Lacs (Previous Year Rs. 60.89 Lacs). Balance of Rs.1219.41 Lacs (Previous Year Rs. 947.50 Lacs) is carried to Balance Sheet.

2. PERFORMANCE FOR THE FINANCIAL YEAR 2011 -12

The company has achieved a turnover of Rs. 7423.91 Lacs for the year ended March 31, 2012 as against Rs 9021.86 Lacs for the previous year. The year witnessed decline in operation due to non-availability of raw material. The Company expects better performance in the current year with good capacity utilization and improved consumption.

The plant adheres to excellent safety norms and conducts periodical safety & technical audits, training programme on chemical and safety exercises. The plant adopts zero effluent & waste minimization concepts. The company produces various grades of PIB like HV 10, HV 30, HV 100 and HV 200. The feedstock prices remained high during the year; however the company was able to manage and cater to the customers' requirements and expectations.

3. DIVIDEND

Due to the ongoing expansion/diversification plans and raw material situation, the Board of Directors are of the opinion that shareholders would be best served by retaining the surpluses back into the company. Hence no dividend has been proposed.

4. FIXED DEPOSIT

The Company has not accepted any Fixed Deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under during the year under review.

5. FUTURE BUSINESS PLANS OF THE COMPANY

During the period under review, the Company's manufacturing activities were affected due to short supply of raw material and the Company has produced 4683 MTs of Polyisobutenes (PIB). And for the current year the company has a target to outperform previous year's production level as the availability of raw material is improving but the high prize of raw material remains as a big concern.

With a view to further expand the operations and to raise the top line as well as the bottom line the company is foraying into trading of various chemicals and energy products like High- density polyethylene (HDPE), low density polyethylene (LDPE), base oil, furnace oil, polymers, LPG, coal etc.

The company has a ready market for these products as it enjoys excellent business rapport with the potential customers. The management is determined to expand its core customer base. The company is also tapping the huge export market. Trading will contribute substantially to the top line and satisfactorily to the bottom line.

6. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibilities Statement, it is hereby confirmed:

i) that in the preparation of accounts for the period ended March 31,2012, the applicable Accounting Standards have been followed and there are no material departures:

ii) that the selected Accounting Policies are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the year end and profit of the Company for that period;

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

iv) that the accounts have been prepared on a going-concern basis.

7. PERSONNEL

During the year under review, none of the employees received remuneration of or in excess of the limits prescribed as per the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

8. AUDITORS AND AUDITORS' REPORT

The present Statutory Auditors of the Company, M/s. Parekh Shah & Lodha, Chartered Accountants, Mumbai, have expressed their unwillingness to be re-appointed as Statutory Auditors of the Company on their retirement at the forthcoming Annual General Meeting. The Board has accepted the same and it is proposed to appoint M/s B K G & Associates, Chartered Accountants, as Statutory Auditors of the Company.

The observation made by the Statutory Auditors in their report are self explanatory and do not need any further clarification.

9. COST AUDIT

M/s C. G. Pampat & Co, Cost Accountants, Mumbai have been appointed as the Cost Auditors of the Company for the financial year 2011-12 in respect of 'Polyisobutene' manufactured by the Company.

The Cost Statements for the financial year 2011-12 will be filed before 27.09.2012 with appropriate authorities.

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

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 217 (1) (e) of the Act read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, form part of this Report.

11. CORPORATE GOVERNANCE

Being observant and responsible, the company is committed to high standards of the corporate ethics, professionalism and transparency. As per Clause 49 of the Listing Agreement with the stock exchanges, a separate section on Corporate Governance forms part of the Annual Report A certificate from the Statutory Auditors of the Company confirming the compliance of conditions of corporate governance under Clause 49 of the Listing Agreement is also attached to this Report.

12. EMPLOYEE RELATIONSHIP

The Company enjoyed very cordial relations with the employees during the year under review and the Management wishes to place on record its sincere appreciation of the efforts put in by workers, staff and executives for achieving excellent results under demanding circumstances.

13. DIRECTORS

Mr. V.B. Dalai, Director, retires by rotation and being eligible offers himself for re-appointment at the forthcoming Annual General Meeting.

The Board of Directors of the Company expresses their deep condolences on the sad demise of Sri Pyarelal Rathi, Director of the Company, who passed away on 10th July, 2012 and place on record their appreciation for valuable services rendered by Shri Pyarelal Rathi during his tenure as a Director of the Company.

14. LISTING WITH STOCK EXCHANGE

The equity shares of the Company are listed with the Bombay Stock Exchange. The Company has made application with National Stock Exchange of India for listing thereon.

15. DEMATERIALISATION OF SHARES

The company has dematerialized its shares with both depositories viz. CDSL and NSDL.

16. ACKNOWLEDGEMENTS

The Directors would like to express their sincere appreciation and gratitude for the support and co-operation received from the Central and State Governments Department, Civic Corporation and authorities, Banks, Customers, Suppliers, Associates, Vendors and Members during the year under review. The Directors also wish to thank and place on record their appreciation for all the employees for their committed and sincere services and continued cooperation throughout the year.

For and on behalf of the Board Place : Navi Mumbai Brijmohan Rathi

Date : August 13, 2012 Chairman and Managing Director

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Mar 31, 2011

The Members

The Directors have pleasure in presenting the 22nd Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended on March 31, 2011.

1. FINANCIAL HIGHLIGHTS (Rs. in Lacs) PARTICULARS Year ended Year ended 31.03.2011 31.03.2010

Sales 10319.04 8758.30

Other Income 0.59 1.60

Profit Before Depreciation and Tax 670.65 559.88

Less: Depreciation 152.2 151.77

Profit Before Tax 518.45 408.11

Sundry credit balance written off/(back) 0.87 1.14

Provision for MAT 103.15 69.18

Provision for deferred Tax (271.80) 0

Profit after Tax 686.23 337.79

Proposed Dividend 77.95 77.95

Dividend Distribution Tax 12.95 13.25

Balance carried forward to Balance Sheet 595.33 246.59

The Balance in Profit & Loss Account for the year is Rs. 595. 33 Lacs (Previous year Rs. 246.59 Lacs), after adjusting of Rs. 60.89 Lacs (Previous Year Rs. 43.40 Lacs). Balance of Rs. 947.50 Lacs (Previous Year Rs. 291.27 Lacs) is carried to Balance Sheet.

1. PERFORMANCE REVIEW

During the period under review, the operations and production of plant remained regular and consistent. The capacity utilization was about 90% of installed capacity. The total production during the year under review was 7205 MT, which is almost same as last year. The company produces various grades of PIB like HV 10, HV 10 for exports, HV 30, HV 100 and HV 200. The feedstock prices remained high during the year, however the company was able to manage and cater to the customers' requirements and expectations. In summary, we can say that the period under review was period of consolidation.

2. DIVIDEND

To reward the shareholders for their continued support, confidence and faith in the Company, during the year under review, the Board is pleased to recommend dividend of Rs. 0.50 per equity share i.e 5% on the Paid Up Equity capital of the Company. The total outgo on this account shall be Rs. 90.90 Lacs including dividend distribution tax.

3. FIXED DEPOSIT

The Company has not accepted any Fixed Deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under during the year under review.

4. FUTURE BUSINESS PLANS OF THE COMPANY

During the period under review, the Company's manufacturing activities were smooth and the Company has produced 7200 MTs of Polyisobutenes (PIB). And for the current year the company has a target to outperform previous year's production level.

With a view to further expand the operations and to raise the top line as well as the bottom line the company is foraying into trading of various chemicals and energy products like High- density polyethylene (HDPE), low density polyethylene (LDPE), base oil, furnace oil, polymers, LPG, coal etc.

The Company has a ready market for these products as it enjoys excellent business repo with the potential customers. The management is determined to expand its core customer base. Thus the Company expects to achieve high turnover in the very first full year of operation. The Company is also tapping the huge export market. Trading will contribute substantially to the top line and satisfactorily to the bottom line.

5. DIRECTORS

Mr. I.C. Srivastava and Mr. P. S. Sharma, Directors of the Company retire by rotation at the forthcoming Annual General Meeting. However, they have intimated the Company that they will not seek re-appointment. The Directors place on record their appreciation of the valuable contribution made by Mr. I. C. Srivastava and Mr. P. S. Sharma, Directors of the Company during their long association with the Company. The Directors are of the view that vacancy on the Board of Directors of the Company, so created, be not filled at present.

The Board of Directors in their meeting held on May 14, 2011, has appointed Mr. Rangesh Nayarand Mr. Abhay N. Manudhane as Additional Directors of the Company in accordance with the provisions of Section 260 of the Companies Act, 1956. Pursuant to Section 260 of the Companies Act, 1956, a director appointed under Section 260, holds office upto the date of next Annual General Meeting. The Company has received notice from a member of the Company under Section 257 of the Companies Act, 1956, proposing their candidature for the office of the Director.

The information in particulars of directors seeking appointment as required under Clause 49 of the Listing Agreement executed with the Stock Exchange have been given under Corporate Governance Section of this report.

6. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

a. in the preparation of the Annual Accounts, applicable accounting standards have been followed.

b. standard 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 as at 31st March 2011 and of the profit of the Company for the year ended on that date.

c. proper and sufficient care 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 have been taken.

d. the Accounts have been prepared on a 'going concern' basis.

7. PERSONNEL

During the year under review, none of the employees received remuneration of or in excess of the limits prescribed as per the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

8. AUDITORS AND AUDITORS' REPORT

The present Statutory Auditors of the Company, M/s. Indani & Associates, Chartered Accountants, Mumbai, have expressed their unwillingness to be re-appointed as Statutory Auditors of the Company on their retirement at the forthcoming Annual General Meeting. The Board has accepted the same and in process of finalising new Statutory Auditors.

The observation made by the Statutory Auditors in their report are self explanatory and do not need any further clarification.

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

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 217 (1) (e) of the Act read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, form part of this Report.

10. CORPORATE GOVERNANCE

Being observant and responsible, the Company is committed to high standards of the corporate ethics, professionalism and transparency. As per Clause 49 of the Listing Agreement with the stock exchanges, a separate section on Corporate Governance forms part of the Annual Report. A certificate from the Statutory Auditors of the Company confirming the compliance of conditions of corporate governance under Clause 49 of the Listing Agreement is also attached to this Report.

11. EMPLOYEE RELATIONSHIP

The Company enjoyed very cordial relations with the employees during the year under review and the Management wishes to place on record its sincere appreciation of the efforts put in by workers, staff and executives for achieving excellent results under demanding circumstances.

12. LISTING WITH STOCK EXCHANGE

The Company is listed with the Bombay Stock Exchange. The Company has made application with National Stock Exchange of India for listing thereon.

13. DEMATERIALISATION OF SHARES

Company has dematerialized its shares with both depositories viz. CDSL and NSDL.

14. ACKNOWLEDGEMENTS

The Directors would like to express their sincere appreciation and gratitude for the support and co-operation received from the Central and State Governments, Civic Corporation and authorities, Banks, Customers, Suppliers, Associates, Vendors and Members during the year under review. The Directors also wish to thank and place on record its appreciation for all the employees for their committed and sincere services and continued cooperation throughout the year.

For and on behalf of the Board

Brijmohan Rathi Chairman and Managing Director

Place : Navi Mumbai Date : May 14,2011

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Mar 31, 2010

The Directors have pleasure in presenting the 21st Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31 st March 2010.

1. FINANCIAL HIGHLIGHTS (Rs. in Lacs)

PARTICULAR Yearemted Year ended

31.03.2010 31.03.2009

Sales 8758,30 4774.30

Other Income. 1,60 5.29

Profit Before Depreciation and Tax 559.88 417.99

Less: Depreciation 151.77 149.35

Profit Before Tax 408,11 268.64

Sundry credit balance written off/(back) 1.14 (31.29)

Provision for MAT 69.18 8.98

Profit after Tax 337,79 290.95

Proposed Dividend 77,95 56.41

Dividend Distribution Tax 13.25 9.59

Balance 248.59 224.95

2. OPERATIONS AND PRODUCTION

During the year under review, the operation and production of the plant was regular and consistent. Total production was 7192 MT which is 90 % of the installed capacity. The Company produces various grades of PIB viz: HV 10, HV 10 for export, HV 30, HV 100 & HV 200 of polybutenes. The Major achievements during the year were consistency of product quality and increase in sales. Though there were variations in the feedstock prices during the year under review, company was able to manage with limited resources and consistently cater to its customers demand in time.

3. DIVIDEND

For the year under review, your Directors are pleased to recommend a dividend of Rs. 0.50 per share on the equity shares of the company for the year ended 31st March 2010. The dividend outgo including dividend distribution tax will amount to Rs. 91.20 Lac.

4. FIXED DEPOSIT

The Company has not accepted nor renewed any Fixed Deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under during the year.

5. FUTURE BUSINESS PLANS OF THE COMPANY

Since Company has achieved operations for manufacturing of Polyisobutenes, Company is looking forward for integration of its products.

Company is now in process of developing various automotive lubricants, consumables like break oil, coolant etc.

Also the company is looking forward to expand its business to auto LPG sector by use of the residual LPG stream.

The Company is also looking forward for further integration of its product / by products to enhance & convert them into value addition products.

6. DIRECTORS

Mr. V. B. Dalai, a Director, retires by rotation and being eligible offers himself for re-appointment at the forthcoming Annual General Meeting.

7. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, your Directors state:

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

b. That they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year as at 31st March 2010 and of the profit of the Company for the year ended on that date.

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

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

8. AUDITORS

M/s Indani & Associates, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and they are eligible for the re-appointment.

9. CORPORATE GOVERNANCE

Pursuant to Clause 49 of Listing Agreement with Stock Exchange, Management Discussion and Analysis, Corporate Governance and Certificate from the Auditors of the Company regarding compliance of the condition of corporate governance by the Company is attached to this report.

Further, a declaration signed by the member of the Board affirming compliance with the Code of Conduct by all Board members and Senior Management Personnel is attached to this report.

10. LISTING WITH STOCK EXCHANGE

The Company is listed with Bombay Stock Exchange and annual listing fee for the same has been paid. The Company has made an application with National Stock Exchange of India for listing thereon.

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

Details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is attached as Annexure A

12. DEMATERIALISATION OF SHARES

Company has dematerialized its shares with both depositories viz. CDSL and NSDL.

13. PARTICULARS OF EMPLOYEES

During the year under review there were no employees receiving remuneration of or in excess of limits prescribed as per the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

14. AUDITORS REPORT

The observation made by the Statutory Auditors in their report are self explanatory and do not require any further clarification.

15. ACKNOWLEDGEMENTS

Your Directors express their thanks and appreciation for the Co-operation they received from various Government authorities, Bank, Customers and Employees of the Company.

For and on behalf of the Board

Dated: 17th May, 2010 Brijmohan Rathi

Place: Navi Mumbai Chairman & Managing Director