The Directors have pleasure in presenting before you the 24th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULT                                Amounts in Rs.
 
                                           2010-11       2011-12

Loss for the year                         (839,491)     (732,097)

Less: Debit Balance as per last 
balance sheet                         (163,106,187) (163,945,678)

Debit Balance carried 
to Balance sheet                      (163,945,678) (164,785,169)

In view of loss, your Directors do not recommend any dividend.

OPERATIONAL HIGHLIGHTS

During the year under review company did not carried on business and do not have any income. Company is referred to BIFR (Board of Industrial and Financial Re-construction) and the final order of the BIFR is awaiting for the scheme of Rehabilitation submitted by the Company.

PUBLIC DEPOSITS

During the period under review the Company did not accept deposits in terms of Section 58A of the Companies Act, 1956 and pursuant to the provision of the Non-Banking Financial Companies (Reserve Bank) Direction 1998.

DIRECTORS

Mr. Narendra Kumar Tiwar , Director of the company retires by rotation at this Annual General Meeting and being eligible, offers themselves for re-appointment. The brief resume and other details of director, who are to be re-appointed as stipulated under clause 49 (IV) (G) of the listing agreement, are furnished in the corporate Governance Report forming part of the Annual Report. During the year there were no changes had taken place in the constitution of the Board of Directors of the Company.

DIRECTORS'RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Board of Directors of your company confirms:

(1) In the preparation of annual accounts, the applicable accounting standards have been followed;

(2) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are responsible 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 ended and of the profit and loss of the Company for that period.

(3) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities:

(4) annual accounts have been prepared on a going concern basis.

(5) The company has received certificates from Directors u/s274(l)(g) of Companies Act, 1956.

STATUTORY INFORMATION:

1. The company has paid any remuneration above the limit stipulated in section 217(A)(a) of companies Act, 1956 per month to any of its employees and as such no Statement is required to be appended this Report.

2. The Company has not accepted any deposits within the meaning of section 58-A of the companies Act, 1956, and /or which are remained unpaid or unclaimed for which information is required to be given in this Report.

3. A statement under section 217 (1) (e) companies Disclosure of Particulars in the Report of Board of Directors Rules, 1988 in relation to part A pertaining to the conservation of Energy is not applicable to the company. The company does not have its own R & D divisions nor spent any amount on R 86 S. However the Directors of the company are qualified in respective field of production and are attentive to all type of research papers, materials and conferences. The experience of Directors contributes to company's products development.

4. The company and has not spent or earned any foreign exchange. However the company is examining suitability and prospects in export market for company's products.

5. Notes forming part of Accounts referred to in Auditors Report are self-explanatory.

CORPORATE GOVERNANCE AND COMPLIANCE

A report on corporate governance along with Management Discussion and Analysis is annexed to this report as Annexure A certificate from Statutory Auditors with regards to the compliance of the corporate governance, as stipulated in Clause 49 of the Listing Agreement, by the company is annexed to this report.

The company has fully complied with all mandatory requirements prescribed under Clause 49 of the listing agreement. In addition, the company has also implemented some of the non mandatory provisions of Clause 49.

AUDITORS

RAJENDRA & CO., Chartered Accountants, the Auditors of the Company hold office up to the conclusion of this Annual General Meeting and are eligible for re-appointment. RAJENDRA 8s CO., have submitted to the company a Certificate that their reappointment as the Auditors of the company would be within the limits laid down in section 224(1-B) of the companies Act, 1956. You are requested to appoint the Auditors and fix their remuneration.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO.

The company do not carried any manufacturing activities and the plant was not operational during the year under review.

During the year under review the Company has no foreign exchange earnings and outgo.

ACKNOWLEDGEMENT

The Board of Directors take the opportunity to thank the assistance and co-operation received from the shareholders, Financial Institutions, Banks, Central and Sate Government Authorities. The Board also place on record its deep appreciation for the contribution made by the employees at all levels.

                                  By order of the Board

                            For1 ICCON OIL AND SPECIALITIES LTD

                                         SD/-

                               (TUSHAR HASMUKH SHAH)

                                 Managing Director

Date : 31-08-2012