J. F. LABORATORIES LIMITED

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

1. FINANCIAL RESULTS AND STATUS OF THE PROJECT:

The Company's Project under implementation for manufacture of Amino Acids as a 100% Export Oriented Unit, though installed, pending the commissioning and commencement of commercial production, was taken over by the secured lenders, participating Financial Institutions and Banks and sold under orders of the Hon'ble Debt Recovery Tribunal, Mumbai and therefore, no Profit and Loss Account has been prepared for any impending financial years and a statement of net "Pre-operative Expenditure During Construction Period" has been annexed as part of the Accounts, also accounting for the costs and losses of the project to date. The aggregate expenditure incurred for the year ending March 31, 2011 amounted to Rs. 12.59 Lakhs has also accordingly been written off towards the Loss of Project Undertaking.

The Hon'ble High Court of Judicature at Bombay by an order dated 24th March, 2011 has admitted a Company Petition No.442 of 2010 filed by the Petitioner, Kotak Mahindra Bank Limited for winding up the affairs of the Company under Section 433(e) of the Companies Act, 1956 while taking note of the contentions and submissions on the affairs of the Company.

3. DIRECTORS:

Mr. S. C. Rane retires by rotation and being eligible offers himself for re-appointment.

4. AUDITORS:

Messrs. Jhawar Mantri & Associates, Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for reappointment.

5. PERSONNEL:

The Company has retained only basic work force as a control exercise due to the above circumstances. However, reasonable availability of skilled resources would facilitate any start up operations. None of the employees have been paid remuneration @ Rs. 2,00,000/- p.m. or part thereof and hence the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, is not applicable and the statement thereunder is not annexed to this report.

6. RESPONSIBILITY STATEMENT

(Pursuant to section 217(2AA) of the Companies Act, 1956) as amended by Companies (Amendment) Act, 2000.

The Board further reports that:

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgements 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 financial year ended on March 31,2011.

(iii) the Directors have 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;

(iv) subject to Note 1, the annual accounts are prepared on going concern basis.

7. CORPORATE GOVERNANCE

The Company is committed to adhere to the Corporate Governance measures prescribed by the Listing Agreement, SEBI guidelines and the Companies Act, 1956. A separate report on Corporate Governance is furnished as a part of Annual Report and the certificate from the Company's Auditors regarding compliance with the said code is annexed to the said Report.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. Conservation of Energy:

As aforesaid, the Company had not commenced commercial operations during the year. In course of the Project execution and implementation, abundant care and attention has been exercised in selection of equipment in order to minimize the consumption of fuel and power.

B. Technology Absorption;

As the Members are aware that the National Chemical Laboratory appointed by the Company has confirmed that the basic process technology should be viable through parametric fine tuning of the processes to overcome the intricacies of the technology adopted for its Amino Acids Project. With the present circumstances, the Company has to re-explore the possibility of putting the project on stream for any primary and/or derivative goals in line with such findings.

C. Foreign Exchange Earnings and Out go:

The Company has not earned or used any foreign exchange during the year.

D. Unpaid Deposits:

The Company has not accepted any deposits from the public and no amount is due or remaining unpaid or unclaimed to any Depositors.

9. INVESTOR SERVICES:

The Company has appointed Messrs. Sharex Dynamic (India) Pvt. Ltd. as its Registrar and Transfer agents and has addressed the compulsory dematerialisation format of security as per the SEBI guidelines. The Company shall ensure to provide such services to the best interests of its investors.

10. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation of the continued support and assistance provided by the Financial/Investment Institutions viz. IDBI, ICICI, IFCI, UTI and State Bank of India.Your Directors also wish to place on record their appreciation of the contribution made by the employees at all levels.

                                       For and on behalf of the Board

                                                           S. C. Rane
                                                             Director