The Directors of your Company are presenting their thirty Fourth Annual Report of the Company on the operations and financials of the Company for the year ended on 31st march 2014.

FINANCIAL RESULTS

                                                    (Rs. In thousand)
PARTICULARS                                      2013-2014     2012-13

total Income                                        400.15           -

Total expenditure                                   220.62      370.16

profit (  )/ Loss (-) before tax                     179.53    (370.16)

Provision for taxation                               60.10        0.00

net profit ( ) / Loss (-) after tax                  119.43    (370.16)

Balance carried forward to next year               1579.32     1459.89

OPERATIONS

During the year under review, the total income of the Company was Rs.4, 00,150 as against nIL income in the previous year. the profit for current fiscal is Rs.1,79,527

DIVIDEND

Due to lack of profit, the Board of Directors have not recommended any dividend for the Financial year 2013-2014.

DIRECTORS

shri somesh Bose was re-appointed as Director of the Company in the Annual General meeting of the Company held on 27th september 2013 and is liable to retire by rotation.

In accordance with the provisions of section 256 of the Companies Act, 1956 shri R. s. Dubey Director of the Company is retiring by rotation and is eligible for re-appointment. Hence the Board recommends name of shri R. s. Dubey for re-appointment as Director of the Company in the ensuing Annual General meeting, who will be liable to retire by rotation.

As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years and shall not be liable to retire by rotation.

Hence Board recommends the name of shri tapas Basak, in respect of whom a notice under section 160 has been received from shareholder proposing his candidature as Independent Director, for appointment for a period of five consecutive years and whose period of office shall not be liable to retire by rotation. Accordingly, resolution proposing appointment of Independent Director forms part of the notice of the Annual General meeting.

AUDITORS

m/s Chaturvedi & Co., Chartered Accountants was re-appointed as the statutory Auditors of the Company for the financial year 2013-14 at a meeting held on 27th september 2013 who holds office until the conclusion of the ensuing Annual General meeting and are eligible for re-appointment. However as per section 139 of the Companies Act, 2013, the statutory Auditors if being an individual then he may be appointed for a term of five years at once while in case of an audit firm of statutory auditors, they can be appointed only for two terms of five consecutive years subject to ratifcation at every Annual General meeting. As m/s Chaturvedi & Co., Chartered Accountants, being statutory Audit firm has already completed two terms of five consecutive years. therefore as per provisions of the Companies Act, 2013, they are eligible for further appointment for period of three years only. Hence Board recommended their appointment as statutory Auditors of the Company for a term of three year commencing from 26th september, 2014 subject to ratifcation of shareholders at every Annual General meeting.

AUDITORS' REPORT

the Report of the statutory Auditors m/s. Chaturvedi & Co., on the financials of the Company for the Financial Year 2013-2014 is self-explanatory and lacks any qualifications and hence needs no further explanations.

PUBLIC DEPOSITS

the Company has not accepted any public deposit during the year under review.

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES 1988

the particulars required U/s 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are not applicable to the Company. During the year under review there was no foreign exchange earning and outgo.

PARTICULARS OF THE EMPLOYEES

the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Amendment Rules, 2011 are not attracted to the Company, since during the year under review, the Company has not paid any remuneration to any of its employee exceeding the limits specified under the said section.

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:- a For the preparation of the Annual Accounts, the applicable Accounting standards had been followed, and there is no material departure from following the Accounting standards.

b they have, in selection of accounting policies, consulted the statutory Auditors and have applied them consistently and made judgment and estimates that are reasonable and prudent, so as to give 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.

c they have taken proper and suffcient care to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

d they have prepared the Annual Accounts on a Going Concern basis

ACKNOWLEDGEMENTS

employees are our vital and most valuable assets of the Company. Your Directors value the professionalism and commitment of all employees of the Company and place on record their appreciation of the contribution made by employees of the Company at all levels that has contributed to your Company's success. Your Directors thank and express their gratitude for the support and co- operation received from the Central and state Governments / regulatory authorities viz. ministry of Corporate Affairs, seBI, the stock exchange, Depositories and other stakeholders including viewers, producers and vendors.

                       For and on behalf of the Board of Directors of 
                       Master Chemicals Limited

                        Sd/-                      Sd/-
Place: mumbai           Somesh Bose               Tapas Basak
Date: 11th August, 2014 (Director)                (Director)