Directors Report of Benzo Petro International Ltd.

Mar 31, 2011

Dear Shareholders,

The Directors submit herewith the 20th Annual Report of your Company for the financial year ended 31st March, 2011.

1. SUMMARY OF FINANCIAL RESULTS

FINANCIAL RESULTS (Rs. in Lakhs)

Particulars for the year ended 31.03.2011 31.03.2010

Net Sales & Conversion Income 7187.54 10579.26

Other Income 32.77 162.04

Profit / (Loss) before Depreciation, Interest and Tax 260.32 214.94

Less: Depreciation & Interest 164.68 88.76

Profit/(Loss) before Tax 95.64 126.18

Less: Provision for Tax - Fringe Benefit Tax

Profit/(Loss) after Tax 95.64 126.18

The figures of the previous year may have been re-grouped and re-classified to conform to the current classification.

2. DIVIDEND:

In view of the need to conserve available financial resources, the Directors do not recommend any dividend for the year under review.

3. OPERATIONS:

During the period under review, the operations of the Company witnessed decrease in Sales and Conversion Income from Rs.10579.26 Lakhs to Rs. 7187.54 Lakhs.

During the year the Company has registered a Profit before Tax amounting to Rs.95.64 Lakhs as against Rs.126.18 Lakhs in the last financial year.

4. ENVIRONMENTAL HEALTH & SAFETY:

The Company is committed to ensuring the health and safety of all its employees, visitors and other persons at the Company's work place. The Company ensures that all the activities and products are manufactured considering appropriate safety, health and environment risks.

5. RESEARCH & DEVELOPMENT:

The Company during the year continued its focus on reduction of costs and improvement in the margins by way of improving product and process improvements initiatives. The Company strives to develop commercially viable, operationally safe and environmentally acceptable processes.

6. CORPORATE GOVERNANCE

Report on Corporate Governance together with the Certificate from the Statutory Auditor of the Company regarding compliance of the Corporate Governance as stipulated in Clause 49 of the Listing Agreement with stock exchanges are enclosed herewith. The nature of compliances made in order to meet the requirements and to promote transparency are more specifically detailed in a separate report on Corporate Governance attached herewith, which forms the part of this Annual Report.

7. ENERGY CONSERVATION. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information required under section 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 relating to conservation of energy, technological absorption and foreign exchange earning and out go is given in Annexure "A" attached hereto, which forms part of the Annual Report.

8. FIXED DEPOSITS:

The Company has not accepted any Fixed Deposits from public as envisaged under Section 58Aof the Companies Act, 1956, read with the Companies (Acceptance of Deposit) Rules, 1975.

9. DETAILS OF DIRECTORS SEEKING APPOINTMENT / RE-APPOINTMENT AT THISANNUALGENERALMEETING

a. Re-appointment of Mr. Amit Ranawat, Non-Executive Independent Director

Mr. Amit Ranawat, Director of the Company is liable to retire by rotation and being eligible, has offered himself for re-appointment. Mr. Amit Ranawat has a considerable experience in the area of commercial and business development.

b. Regularisation of appointment of Mr. Rishi K. Agrawal, Non-Executive Independent Director

Mr. Rishi K. Agrawal was appointed as Additional Director of the Company at the meeting of the Board of Directors held on 11th February, 2011. As per the provisions of Section 260 of the Companies Act, 1956, Mr. Agrawal will hold office as a Director up to the conclusion of Annual General Meeting. The Company has received notice in writing under Section 257 of the Companies Act, 1956, proposing his candidature for the office of the Director.

Mr. Rishi Agrawal is has completed his graduation from Delhi Commercial University and MBA in International Business from Rai University, Mumbai. He also holds a diploma in Interior Designing from NIFD.

10. DIRECTORS'RESPONSIBILITY STATEMENT:

In accordance with the provisions of section 217 (2AA) of the Companies Act, 1956 as amended by Companies (Amendment)Act2002,yourDirectors state:

a. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures;

b. that the directors had 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 and of the profit or loss of the Company for that period;

c. that the Directors had taken proper and sufficient care 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 Directors had prepared the annual accounts on a 'going concern" basis.

11. AUDITORS:

The present Statutory Auditors of the Company, M/s. Kiran Solanki & Associates, Chartered Accountants, hold office until conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The requisite certificate has been submitted for re-appointment under Section 224 (1B) of the Companies Act, 1956.

13. PARTICULARS OF EMPLOYEES

None of the employees of the Company drew remuneration of Rs.60 Lakhs or above per annum and/or Rs.5 Lakhs or above per month during the year under review. This information is furnished as per the requirements of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

14. APPRECIATION:

The Board of Directors would like to place on record their sincere appreciation for the support and assistance extended by the Company's suppliers, bankers, financial institutions, employees, customers, business associates and various departments of the Central and State Governments for their continued support and valuable cooperation.

Your Directors also express their gratitude to investors for support and confidence reposed in the Company and Management.

For and on behalf of the Board

Place: Vadodara Sd/-

Date : 21.07.2011 J.S.Sodhi

Director

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Mar 31, 2010

The Directors submit herewith the 19th Annual Report of your Company for the financial year ended 31st March, 2010.

1. SUMMARY OF FINANCIAL RESULTS

FINANCIAL RESULTS (Rs. in Lakhs)

Particulars for the year ended 31.03.2010 31.03.2009

Sales & Other Income 10833.57 3530.23

Profit / (Loss) before

Depreciation,

Interest and Tax 307.20 (154.95)

Less : Depreciation 160.30 111.74

Profit / (Loss) before Interest

and Tax 146.91 (266.69)

Less: Interest 20.73 0.22

Profit / (Loss) before Tax 126.18 (266.91)

Less : Provision for Tax Fringe

Benefit Tax - 0.82

Profit / (Loss) after Tax 126.18 (267.73)

The figures of the previous year may have been re-grouped and re-classified to conform to the current classification.

2. DIVIDEND:

In view of the need to conserve available financial resources, the Directors do not recommend any dividend for the year under review.

3. OPERATIONS:

During the period under review, the operations of the Company witnessed a substantial increase in Trading Revenue and consequential rise in Sales and Other Income from Rs. 3530.23 Lakhs to Rs. 10833.57 Lakhs, registering a sharp percentage rise of 206.88% as compared to similar period last year. The Profit after Tax amounted to Rs. 126.18 Lakhs during the year under review. The Loss carried forward to the Balance Sheet has also been substantially reduced, considering the profit booked during the year under review.

4. ENVIRONMENTAL HEALTH & SAFETY:

The Company is committed to ensuring the health and safety of all its employees, visitors and other persons at the Companys work place. The Company accords very high priority to environment, health and safety matters and these are regularly monitored and reviewed by the senior management team.

5. RESEARCH & DEVELOPMENT:

The Company during the year continued its focus on reduction of costs and improvement in the margins by way of improving product and process improvements initiatives.

6. CORPORATE GOVERNANCE

Report on Corporate Governance together with the Certificate dated 12th August, 2010, from the Statutory Auditor of the Company regarding compliance of the Corporate Governance as stipulated in Clause 49 of the Listing Agreement with stock exchanges are enclosed herewith.

7. ENERGY CONSERVATION. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars regarding the conservation of energy, technological absorption and foreign exchange earning and out go as envisaged by Sec.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 placed as Annexure "A".

8. FIXED DEPOSITS:

The Company has not accepted any Fixed Deposits from public as envisaged under Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposit) Rules, 1975.

9. DIRECTORS:

Mr. J. S. Sodhi, Mr. Amit Ranawat and Mr. Ayub Kazi are the current Directors of the Company. The constitution of the Board is in line with the requirements of the Listing Agreement. The term of appointment of Mr. Sodhi, Executive Director expired on 31st March, 2009. Mr. J. S. Sodhi was reappointed as a Whole-time Director designated as an Executive Director for a further period of 3 years with effect from 1 "April, 2009. Mr. Ayub Kazi and Mr. Amit Ranawat were inducted into the Board of the Company as Non-Executive Independent Directors on 1st August, 2009 in view of the resignation of Mr. R. C. Garni and Mr. J. L. Mehta, erstwhile Directors of the Company.

10. DETAILS OF DIRECTORS SEEKING APPOINTMENT / RE-APPOINTMENT AT THIS ANNUAL GENERAL MEETING

Mr. Ayub Kazi, Director of the Company is liable to retire by rotation and being eligible, has offered himself for re-appointment.

Mr. Ayub Kazi is a Science Graduate with specialization in Chemistry. He has a varied experience in the industry. His inclusion in the Board has added value to the growth of the Company.

11. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of section 217 (2AA) of the Companies Act, 1956 as amended by Companies (Amendment) Act 2002, your Directors state:

a. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures;

b. that the directors had 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 and of the profit or loss of the Company for that period;

c. that the Directors had taken proper and sufficient care 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 Directors had prepared the annual accounts on a going concern basis.

12. AUDITORS:

The present Statutory Auditors of the Company, M/s. Kiran Solanki & Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The requisite certificate has been submitted for re-appointment under Section 224 (1B) of the Companies Act, 1956. You are requested to appoint M/s. Kiran Solanki & Associates, Chartered Accountants as Statutory Auditors to hold office till the next Annual General Meeting and authorize the Board of Directors to fix their remuneration

13. FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, the company has imported Raw Material having CIF value of Rs. 95 Lakhs. However, there were no earnings in Foreign exchange during the year.

14. PARTICULARS OF EMPLOYEES

Information under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 has not been furnished since there are no employees who have drawn remuneration of Rs. 24 lakhs and above per annum or Rs. 2 Lakhs and above per month, during the year under review.

15. APPRECIATION:

Your Directors wish to place on record their sincere appreciation to all employees at all levels for their significant contribution through their dedication, sincerity, hard work and commitment, helping the Company to achieve good performance and growth during the year under review.

For and on behalf of the Board

Place: Vadodara Sd/-

Date : 12.08.2010 J. S. Sodhi

Director