Directors Report of Oxides & Specialities Ltd.

Mar 31, 2014

Dear Members,

The Directors have great pleasure in presenting the 27th Annual Report together with Statement of Accounts for the financial year ended March 31, 2014

1. FINANCIAL HIGHLIGHTS (Rs. in Lacs)

PARTICULAR Year ended Year ended 31.03.2014 31.03.2013

Sales 0.00 0.00

Other Income 0.00 0.00

Profit/(Loss) Before Depreciation and Tax (22.66) (27.17)

Add : Depreciation (32.35) (32.35)

Profit/(Loss) Before Tax (55.01) (59.52)

Less: Tax 0 0

Profit/(Loss) after Tax (55.01) (59.52)

Balance of (loss) brought forward from previous year (3124.51) (3064.99)

Balance Carried to P & L Appropriation A/c (3179.52) (3124.51)

2. OPERATIONS AND PRODUCTION

During the year under review, the Company could not recommence the production as envisaged, due to very high cost of raw materials and severe financial constraint. Presently all production related activities are suspended. We have reduced the work force to keep the cost at minimum.

3. DIVIDEND

In view of the continuing losses your Directors regret that they cannot recommend dividend for the year.

4. FIXED DEPOSIT

The Company has not accepted any Fixed Deposits within the meaning of Section 73 of the Companies Act, 2013 and the rules made there under during the year under review.

5. BIFR RELATED UPDATES

The Draft Rehabilitation Scheme (DRS) submitted by the Company is pending with the Hon''ble BIFR for its approval.

6. FUTURE BUSINESS PLANS OF THE COMPANY

In view of the unviable situation of existing products namely MIO and Ferrous Fumarate, the Company is planning to diversify to other products such as dyes and intermediates.

Efforts are being made to utilize the plant facilities as well as equipment of this plant for production of dyes and intermediates. We have initiated actions to augment these facilities by addition of some more reactors, filters, and some balancing equipments, so that the combined facilities thus created would be utilized for production of Dyes and Intermediates.

For cost effective production of Yellow Pigment we have identified new source, which will reduce and optimize cost of production.

The Company is in process of arranging long term funds as well as funds for working capital. The company is trying its best to restart the operations of the Company as early as possible.

7. DIRECTORS

The Board of Directors has recommended the appointment of Mr. V.B Dalal and Mr. Abhay N. Manudhane as an Independent Director in terms with the provisions of section 149 of the Companies Act 2013. Mr. V.B Dalal has served on the Board for last several years

In terms of the provisions of Sections 152 of the Companies Act, 2013 and Articles of Association of the Company, Mrs. Sangeeta Rathi, Director of the Company retires at the ensuing Annual General Meeting and, being eligible, offers herself for reappointment.

The particulars of Director seeking re-appointment as required under Clause 49 of the Listing Agreement executed with the Stock Exchange has been given under the Corporate Governance Section of this Report.

8. 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.

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.

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 2014-15.

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. CORPORATE GOVERNANCE

Pursuant to Clause 49 of Listing Agreement with BSE Limited, Management Discussion and Analysis, a report on 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 Annual 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.

13. LISTING WITH STOCK EXCHANGE

The Equity Shares of the Company are listed with the BSE Limited. The application for revocation of Suspension of trading is pending with the Exchange.

14. DEMATERIALISATION OF SHARES

Company has the facility to dematerialise its shares with both depositories viz. CDSL and NSDL.

15. PERSONNEL

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.

16. ACKNOWLEDGEMENTS

Your directors express their thanks and appreciation for the Cooperation they received from various Government authorities. The Directors also wish to thank and place on record its appreciation for all the employees of the Company.

For and on behalf of the Board

Place : Navi Mumbai Brijmohan Rathi V.B.Dalal Date : 13th August, 2014 Director Director

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Mar 31, 2013

Dear Members,

The Directors have great pleasure in presenting the 26th Annual Report together with Statement of Accounts for the financial year ended March 31, 2013

1. FINANCIAL HIGHLIGHTS (Rs in Lacs)

PARTICULAR Year ended Year ended 31.03.2013 31.03.2012

Sales 0.00 0.00

Other Income 0.00 31.37

Profit /(Loss) Before Depreciation and Tax (27.17) (1 36)

Add : Depreciation (32.35) (32.33)

Profit /(Loss) Before Tax (59.52) (33.68)

Less: Tax 0 0

Profit/(Loss) after Tax (59.52) (33.68)

Balance of (loss) brought forward from

previous year (3064.99) (3117.62)

Balance Carried to P & L Appropriation A/c (3124.51) (3064.99)

2. OPERATIONS AND PRODUCTION

During the year under review, the Company could not recommence the production as envisaged, due to very high cost of raw materials and severe financial constraint. Presently all production related activities are suspended. We have reduced the work force to keep the cost at minimum.

3. DIVIDEND

In view of the continuing losses your Directors regret that they cannot recommend dividend for the year.

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. BIFR RELATED UPDATES

The Draft Rehabilitation Scheme (DRS) submitted by the Company is pending with the Hon''ble BIFR for its approval.

6. FUTURE BUSINESS PLANS OF THE COMPANY

In view of the unviable situation of existing products namely MIO and Ferrous

Fumarate, the Company is planning to diversify to other products such as dyes and intermediates.

Efforts are being made to utilize the plant facilities as well as equipment of this plant for production of dyes and intermediates. We have initiated actions to augment these facilities by addition of some more reactors, filters, and some balancing equipments, so that the combined facilities thus created would be utilized for production of Dyes and Intermediates. These are in advance stage of installation/ procurement.

For cost effective production of Yellow Pigment we have identified new source, which will reduce and optimize cost of production. The laboratory trials with this are on, and initial results are encouraging. Once the trials are successful we may be able to use the existing facilities with addition of few types of equipment for production of Yellow Pigment.

The Company is in process of restarting the operations of the Company as early as possible.

7. DIRECTORS

In terms of the provisions of Sections 255 and 256 of the Companies Act, 1956 and Articles of Association of the Company, Mr. V B Dalal, Director of the Company retires at the ensuing Annual General Meeting and, being eligible, offers himself for reappointment.

Mrs. Sangeeta Rathi, was appointed as additional director of the Company w.e.f. 10th November, 2012 whose office as such expires on the forth coming Annual General Meeting. The Company has received notice from a member of the Company under section 257 of the Companies Act, 1956, proposing her candidature for the Office of the Director. .

Mr. Ranjendra Kumar Sancheti, have resigned from the Board during the year under review. Your directors wish to place on record their sincere appreciation of the valuable contribution made by them to the Company

The information on particulars of Directors seeking re-appointment as required under Clause 49 of the Listing Agreement executed with the Stock Exchange has been given under the Corporate Governance Section of this Report.

8. 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 departure;

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 or loss 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.

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 Statutory Auditors 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 2013-14.

12. CORPORATE GOVERNANCE

Pursuant to Clause 49 of Listing Agreement with Bombay Stock Exchange, Management Discussion and Analysis, a report on 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 Annual 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.

13. LISTING WITH STOCK EXCHANGE

The Equity Shares of the Company are listed with the Bombay Stock Exchange Limited. The application for revocation of Suspension of trading is pending with the Exchange.

14. DEMATERIALISATION OF SHARES

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

15. PERSONNEL

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.

16. ACKNOWLEDGEMENTS

Your directors express their thanks and appreciation for the Cooperation they received from various Government authorities. The Directors also wish to thank and place on record its appreciation for all the employees of the Company.

By Order of the Board

For Oxides and Specialities Limited

Brijmohan Rathi

Director

Place : Navi Mumbai

Date :14th August, 2013

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Mar 31, 2012

To, The Members,

The Directors have great pleasure in presenting the 25th Annual Report together with Statement of Accounts for the financial year ended March 31, 2012.

1. FINANCIAL HIGHLIGHTS (Rs in Lacs)

PARTICULARS Year ended Year ended 31.03.2012 31.03.2011

Sales 0.00 0.00

Other Income 31.37 0.00

Profit /(Loss) Before Depreciation and Tax (32.73) (40.44)

Add : Depreciation (32.33) (154.39)

Profit /(Loss) Before Tax (33.68) (194.83)

Less: Tax 0 0

Profit/(Loss) after Tax (33.68) (194.83)

Balance of (loss) brought forward from previous year (3117.62) (2922.78)

Balance Carried to P & L Appropriation A/c (3064.99) (3117.62)

2. OPERATIONS AND PRODUCTION

During the year under review, the Company could not recommence the production as envisaged, due to very high cost of raw materials and severe financial constraint. Presently all production related activities are suspended. We have reduced the work force to keep the cost at minimum.

3. DIVIDEND

In view of the continuing losses your Directors regret that they cannot recommend dividend for the year.

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. BIFR RELATED UPDATES

The Draft Rehabilitation Scheme (DRS) submitted by the Company is pending with the Hon''ble BIFR for its approval.

6. FUTURE BUSINESS PLANS OF THE COMPANY

In view of the unviable situation of existing products namely MIO and Ferrous Fumarate, the Company is planning to diversify to other products such as dyes and intermediates.

Efforts are being made to utilize the plant facilities as well as equipment of this plant for production of dyes and intermediates. We have initiated actions to augment these facilities by addition of some more reactors, filters, and some balancing equipments, so that the combined facilities thus created would be utilized for production of Dyes and Intermediates. These are in advance stage of installation/ procurement.

For cost effective production of Yellow Pigment we have identified new source, which will reduce and optimize cost of production. The laboratory trials with this are on, and initial results are encouraging. Once the trials are successful we may be able to use the existing facilities with addition of few types of equipment for production of Yellow Pigment.

The Company is in process of restarting the operations of the Company as early as possible.

7. DIRECTORS

Mr. Rajendra Kumar Sancheti, Director of the Company retires by rotation and being eligible offers himself for re-appointment at the forthcoming Annual General Meeting. The information on particulars of Directors seeking re-appointment as required under Clause 49 of the Listing Agreement executed with the Stock Exchange has been given under the Corporate Governance Section of this Report.

8. 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, 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.

9. 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 is in process of finalizing new Statutory Auditors.

The observation made by the Statutory Auditors 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 2011-12 in respect of ''Magnetic Iron Oxide, Pigment and Synthetic Iron Oxide'' manufactured by the Company.

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. CORPORATE GOVERNANCE

Pursuant to Clause 49 of Listing Agreement with Bombay Stock Exchange, Management Discussion and Analysis, a report on 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 Annual 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.

13. LISTING WITH STOCK EXCHANGE

The Equity Shares of the Company are listed with the Bombay Stock Exchange Limited. The application for revocation of Suspension of trading is pending with the Exchange.

14. DEMATERIALISATION OF SHARES

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

16. PERSONNEL

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.

16. ACKNOWLEDGEMENTS

Your directors express their thanks and appreciation for the Cooperation they received from various Government authorities. The Directors also wish to thank and place on record its appreciation for all the employees for the Company.

By Order of the Board

For Oxides and Specialities Limited

Brijmohan Rathi

Director

Place: Navi Mumbai

Date : August 13, 2012

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Mar 31, 2010

The Directors have great pleasure in presenting the 23rd Annual Report together with Statement of Accounts for the financial year ended March 31, 2010.

1. FINANCIAL HIGHLIGHTS (Rs in Lacs)

PARTICULAR Year ended Year ended 31.03.2010 31.03.2009

Sales 9.99 15.20

Other Income 0.27 0.33

Profit /(Loss) Before Depreciation and Tax (39.88) ( 67.94)

Add : Depreciation 163.63 157.25

Profit /(Loss) Before Tax (203.51) ( 225.19)

Provision for tax including Fringe Benefit Tax - 0.24

Profit/(Loss) after Tax (203.51) (225.43)

Balance of (loss) brought forward from previous year (2719.27) (2493.84)

Balance Carried to P & L Appropriation A/c (2922.78) (2719.27)

2. OPERATIONS AND PRODUCTION

During the period company tould not recommence the production as envisaged, due to very high cost of raw materials and severe financial constraint. Presently all production related activities remain suspended. We have reduced the work force to keep the cost at minimum

3. DIVIDEND

In view of the continuing losses your Directors regret that they cannot decJare Dividend for the year.

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

In view of the unviable situation with the most of existing products namely MIO and Ferrous Fumarate, company is planning to diversify to other products such as dyes and Intermediate.

As for Ferrous Fumarate the cost of production being very high due to input costs being high, company has decided to stop the production of the same. However efforts are being made to utilize the plant facilities as well as equipment of this plant for production of dyes and intermediate. We have initiated actions to augment these facilities by addition of some more reactors, filters, and some balancing equipments, so that the com- bined facilities thus created would be ultlised for production of Dyes and Intermediates. These are in advance stage of installation/ procurement.

For cost effective production of Yellow pigment we have identified new source, which will reduce and optimize cost of production. The laboratory trials with this are on, and initial results are encouraging. Once the trails are successful we may be able to use the existing facilities with addition of few equipments for production of yellow Pigment.

Company expects to restart the operations by end of the current financial year.

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.

The information on particulars of Directors seeking re-appointment as required under Clause 49 of the Listing Agreement executed with the Stock Exchange has been given under the Corporate Governance of this Report.

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 fol- lowed 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, hold office until the conclusion of the ensuing Annual General Meeting and being eligible for re-appointment.

The Company had received confirmation from them to the effect that their re-appointment, if made would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and also that they are not disquali- fied for such re-appointment within the meaning of Section 226 of the said Act.

9. CORPORATE GOVERNANCE

Pursuant to Clause 49 of Listing Agreement with Bombay Stock Exchange, Management Discussion and Analysis, a report on 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 Annual 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 temporarily suspended from being traded but it remains listed.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOR- EIGN 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 EMPLOYEE

During the year under review there were no employees receiving remu- neration of or in excess of limits presented as per the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particu- lars 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 Cooperation they received from various Government authorities. The Directors also wish to thank and place on record its appreciation for all the employees for the Company.

For and on behalf of the Board

Place: Navi Mumbai Brijmohan Rathi

Date: 17th May, 2010 Director