Adi Rasayan Ltd

The Directors have pleasure in presenting their 19^th Annual Report on thebusiness and operations of the Company for the year ended 31^st March, 2011.

1. FINANCIAL RESULTS & OPERATIONS:

Accounting year 2010-2011 is the 19^th year of operation. During the yearunder review, no commercial activities were carried out. In view of this, the company hascontinued to incur losses. The management is putting every effort to come out of thefinancial crisis. It has already paid of the Secured Loans during the year.

2. DIVIDEND:

During the year under review, owing to the accumulated lossess, the Directors do notrecommend any dividend.

3. FIXED DEPOSITS:

During the year under review, the Company has not invited or accepted any FixedDeposits from the public.

4. DIRECTORS :

Shri Ashish S Pandare and Shri Lalji Ramraj Yadav, Directors of the Company who retiresby rotation under Article 104 of Articles of Association of the Company and being eligibleoffers themselves for re-appointment as directors of the Company. Shri Mandar S. Palav hasbeen inducted on the Board of Directors with effect from 18th November 2010.

5. AUDITORS:

M/s. Padam Chand Jain & Associates, Chartered Accountants as the Statutory Auditorsof the Company The Board recommends the reappoint of M/s. Padam Chand Jain &Associates, as auditors of the Company for the financial year 2011-12, who have alsoconfirmed that their appointment shall be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. Necessary Resolutions for their appointment has beenproposed for the consideration of the Members of the Company.

6. AUDITOR’S REPORT:

There are no adverse observations made by the Auditors in their Report.

7. AUDIT COMMITTEE:

Audit Committee is consisting of Shri Ashish S. Pandare - Chairman, Shri. Lalji RamrajYadav and Shri Dinesh H. Desai as Members of the Audit Committee

8. SHAREHOLDERS AND INVESTOR GRIEVANCE COMMITTEE:

Shareholders and Investor Grievance Committee is consisting of Shri Ashish S. Pandare -Chairman, Shri. Lalji Ramraj Yadav and Shri Dinesh H. Desai as Members of the Shareholdersand Investors Grievance Committee.

9. DIRECTOR‘S RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, The Directors confirm that:

a) In the presentation of the Annual Accounts, the applicable Accounting Standardsexcept revised AS 15 applicable for Accounting Treatment for Gratuity, Leave Encashmentand other Retirement Benefits have been followed and that no material departures except tothe extent disclosed have been made from the same;

b) The Directors had selected such Accounting policies and applied them consistentlyand judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit or loss of the Company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act, 1956 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities, and,

d) The Directors had prepared the Annual Accounts on a going concern basis.

10. STATEMENTS OF PARTICULARS UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORTOF BOARD OF DIRECTORS) RULES, 1988:

Information in accordance with the provisions of Section 217(1)(e) of the Act read withthe Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988,regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings andOutgo is not applicable in case of your Company.

11. STOCK EXCHANGES:

The Company is listed on the following Stock Exchanges:

a) Bombay Stock Exchange Limited.

b) Ahmedabad Stock Exchange.

The Trading in the shares of the Company are presently suspended from in both the StockExchanges. However, the Company has paid the necessary listing fees to both the StockExchanges and has applied for the revocation of suspension of trading in equity shares ofthe Company.

12. PARTICULARS OF EMPLOYEES :

The Company has no employee in the category specified under Section 217(2A) of theCompanies Act, 1956.

13. FOREIGN EXCHANGE:

During the year under review, there were no foreign exchanges Earnings or outgo.

14. CORPORATE GOVERNANCE:

The Corporate Governance Report forms an integral part of this Report and is set out asseparately in this Report. The Certificate of the Auditors of the Company certifyingcompliance with the conditions of Corporate Governance as stipulated in Clause 49 of theListing Agreement with Stock Exchanges is annexed with the Report on Corporate Governance.

15. HUMAN RESOURCES:

Progressive policies to encourage excellence both in individual and team spirit are inplace.

16. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation for the assistance andco-operation received from the Company’s Bankers, Government Agencies, FinancialInstitutions, Customers, Investors and Business constituents and look forward to maintainthe same in future.

1. Future plan of action

The Company is taking necessary steps for the revival of operations.

B. Technology absorption:

1 . Efforts in brief made towards technology absorption, adoption andinnovation.

No new technology was introduced during the Year ended 2010-11.

2. Benefits derived as a result of the above efforts. None

3. In case of imported technology (imported during the last 5 years reckonedfrom the beginning of the financial year):

C. Foreign Exchange Earnings and Outgo Nil

1. Earning- FOB value of Exports Nil

2. Outgo- CIF Value of Imports Nil