Kilburn Chemicals Ltd

Your Directors take pleasure in presenting the 20th Annual Report together with theAudited Accounts of the Company for the Financial Year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS

OPERATIONS

After a difficult patch of two financial years, the Company was able to register a muchimproved performance during the year ended 31st March '10. Both production and sales ofTitanium Dioxide registered healthy growth of 14% & 16.17% respectively. The quantityof sales of Ferrous Sulphate Hepta-Hydrate also registered a growth of 8.36% over theprevious year. About 21% of the Company's revenues came from exports. The Company wassuccessful to maintain its export competitiveness and was successful to export both itsproducts, Anatase Grade Titanium Dioxide & Ferrous Sulphate Hepta-Hydrate to US,Europe and other South East Asian markets and the export revenues aggregated Rs. 21.65crores, which was an increase of about 35% over the previous year.

Gross turnover of the Company improved marginally to Rs. 111.54 crores from Rs. 110.82crores in the previous year due to pressure on selling prices consequent to increase incompetition both from domestic and import sources. Profit Before Interest, Depreciation& Tax(PBIDT) registered a healthy growth of over 70% at Rs. 16.22 crores as againstRs. 9.52 crores in the previous year. Consequently Profit Before Tax (PBT) posted anincrease of over 440% over the previous year. However, the net Profit After Tax (PAT) atRs. 3.40 crores was higher by 77.2% only over the previous year due to high provision forDeferred Tax.

Your Directors are pleased to inform that during the year under review, the Companysuccessfully installed and commissioned one more Wind Turbine Generator of 1.5 MW capacitywithin the State of Tamil Nadu. Besides energy conservation and tax saving, thisinvestment will result in lower power costs in future.

PREFERENCE DIVIDEND

Your Directors recommend Dividend of 11 % on the Cumulative Redeemable PreferenceShares for the period from 1st April, 2009 to 31st March, 2010 amounting to Rs. 43.03lacs.

EQUITY DIVIDEND

Your Directors are pleased to recommend a Dividend of 10% on the equity shares ofRs.10/-each subject to the approval of the shareholders in the Annual General Meeting.

FUTURE OUTLOOK

The demand for Anatase Grade Titanium Dioxide which was impacted in the previous yearsdue to the global melt down, started showing signs of recovery during the year. Thisrecovery is likely to be sustained during the current year due to the ambitious growthsprojected by major consuming industries like paints, plastics, rubber, paper etc. Theprimary concern of the Company is in the area of containing the costs of major inputs likellmenite, Sulphuric Acid etc. which have been erratic and volatile in the recent fewyears.

Your Company is a low cost pigment producer and this will definitely help in beingcompetitive and catering to the demand in export markets in future. The Company is workingon various CAPEX plans primarily to achieve reduction in running costs, improving productquality and bench-marking manufacturing parameters with international standards. TheCompany also plans to add further value-added products in the coming years.

CONSERVATION OF ENERGY

The required information with regard to energy conservation and technology absorptionas required under Section 217(i)(e) of the Companies Act is given in Annexure-A attachedto this report.

CORPORATE GOVERNANCE

Pursuant to the provisions contained in the Listing Agreement with Stock Exchanges, aManagement Discussion and Analysis Report and a Report on Corporate Governance togetherwith the Auditors' Certificate on the compliance of the conditions of the CorporateGovernance are annexed.

DIRECTORS RESPONSIBILITY STATEMENT

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

(1) That in the preparation of the Annual Accounts for the financial year ended 31stMarch, 2010, the applicable accounting standards have been followed along with properexplanation relating to material departures;

(2) That the Directors have selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and the profit of the Company for year under review;

(3) That the Directors have taken proper and sufficient care for the maintenance ofadequate 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 andother irregularities.;

(4) That the Directors have prepared the Annual Accounts on a going concern basis.

COST AUDITOR

The Board of Directors have appointed Shri R. Subramanian, Cost Accountant,Tirunelveli, to audit the cost accounts of the Company related to manufacture of TitaniumDioxide for the financial year ended 31st March, 2010, in compliance with the CentralGovernment directives in this regard.

DIRECTORS

Mr. V. Vanchi and Mr. Anand Chatrath retire by rotation at this Annual General Meetingand being eligible, offer themselves for re-election.

AUDITORS

M/s.G. P. Kejriwal & Associates, Chartered Accountants, retire at the conclusion ofthis meeting and being eligible, offer themselves for re-appointment.

PARTICULARS OF EMPLOYEES

Industrial relations in the Company continued to be cordial and satisfactory. AStatement pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 readwith Companies (Particulars of Employees) Rules, 1975 is given in Annexure "B".

ACKNOWLEDGEMENT

Your Directors are grateful for the co-operation and continued guidance and supportextended by Industrial Development Bank of India Ltd., State Bank of Travancore, Axis BankLtd., TamilNad Mercantile Bank Ltd. and the State Industries Promotion Corporation ofTamilNadu Ltd. The Directors greatly appreciate the dedicated and sincere servicesrendered by the employees at all levels. Finally, the Directors express their gratitude toall the Shareholders for their unstinted support.

For and on behalf of the Board,

FORM-A

(See Rule 2)

Disclosure of particulars with respect to conservation of energy

Statement required to be furnished under Section 217 (2A) of the Companies Act, 1956 asamended by the Companies (Amendment) Act, 1988 and read with Companies (Particulars ofEmployees) Rules, 1975 and forming part of the Directors' Report for the year 2009-2010

1) Employees of the Company who was employed throughout the year and in receipt ofremuneration which in the aggregate was not less than Rs. 24 lacs per annum.

The Employment is contractual for a period of 3 years.