REPORT OF THE BOARD OF DIRECTORS TO THE SHAREHOLDERS
 
 The Directors have pleasure in presenting the 21st Annual Report
 together with the audited statement of accounts of the Company for the
 year ended 31st March, 2011.  
                                                   (Rs. in Thousands)
 
 1.  FINANCIAL RESULTS :                         2010-11      2009-10
 
 
 
 Net Turnover                                    1687144     1282091
 
 Profit before interest, depreciation and tax     162335      141161
 
 Less : Financial expenses                         61861       43814
 
 Profit before depreciation                       100474       97347
 
 Less : Depreciation                               29534       32275
 
 Profit before tax                                 70940       65072
 
 Provision for taxations                            8700        8500
 
 Provision for deferred tax                         1480        1201
 
 Profit after tax                                  60760       55371
 
 Provision for taxation of earlier years           (1637)       (754)
 
 Surplus brought forward from previous year       206778      161512
 
 Amount available for appropriations              265901      216129
 
 Appropriations :
 
 (a) Proposed dividend                              5854        5018
 
 (b) Corporate dividend tax                          972         833
 
 (c) Transferred to general reserve                 3500        3500
 
 Surplus carried to Balance Sheet                 255575      206778
 
 2.  DIVIDEND :
 
 The Board of Directors are pleased to recommend the Dividend of Rs 0.07
 per share (7%) for the year 2010-11 on expanded share capital, subject
 to the approval of the shareholders at the Annual General Meeting (
 Previous year 6%) which shall absorb Rs 58.54 lacs ( Previous year Rs
 50.18 lacs)
 
 3.  OPERATING RESULTS AND PROFITS :
 
 Fertiliser Division:
 
 Your Company has achieved new heights on the operational front. During
 the Financial Year (FY) 2010-11,your Company has achieved the ever
 highest Fertilizer production of 1.84 Lacs MTs surpassing the previous
 record production of 1.52 Lacs MTs. The higher production of
 Fertilizers was due to better capacity utilization of plants and
 adequate availability of raw materials. The sale of Fertilizer for the
 FY 2010-11 was 1.71 Lacs MTs as compared to 1.34 Lacs MTs during the FY
 2009-10 thus registering 28.28% growth. The turnover of fertilisers
 during (FY) 2010-11was jumped by over 37.96% and registered a new
 record of Rs 123.63 Crores. The Nutrient Based Subsidy ( NBS) Policy of
 the Government of India which was implemented w.e.f. 1.5.2010 (for N &
 P) has resulted into such remarkable performance of the Company. As
 expected the NBS policy helped in the promotion of the balanced
 nutrient consumption registering the healthy growth in the demand of
 all fertilisers.
 
 Seeds Division:
 
 The growth story of seeds division continued during the current
 financial year also. The turnover of Seeds division during the
 Financial Year (FY) 2010-11 grew by over 10% and touched a new level of
 Rs 46.71 Crores. The Company has made the significant progress in
 expanding its area of operation by entering into contract farming
 arrangement in different states. The Research and Development
 activities helped the Company in developing the new varieties of Hybrid
 seeds giving higher productivity considering soil and climatic
 conditions by using the Bio technology. The on field demonstration and
 kisan melas helped in increasing the awareness amongst the farmers
 about the new advanced methods of the cultivation alongwith the use of
 the hybrid seeds for increasing the productivity of the land.
 
 Agricultural Scenario :
 
 A strong rural connect which has earned the trust of millions of
 farmers and focus on innovative R & D sharpens Company''s competitive
 strength in challenging socio-economic environment. With the changing
 agricultural scenario and global competition, there is a need of
 exploiting the available resources at maximum level. The enormous
 pressure to produce more food from less land, the key factors like high
 soil productivity, supply of balanced crop nutrients, efficient water
 management, improved crops and marketing, are of prime importance. The
 farm credit system in Indian agriculture has been instrumental in
 enhancing production and marketing of farm produce.
 
 4.  DIRECTORS :
 
 Shri S.W.Sawant Director retires by rotation at this Annual General
 Meeting and he being eligible, has offered himself for reappointment.
 
 Shri R.S.Tayade Director retires by rotation at this Annual General
 Meeting and he being eligible, has offered himself for reappointment.
 
 5.  ALLOTMENT OF WARRANTS CONVERTIBLE INTO EQUITY SHARES ON
 PREFERENTIAL BASIS:
 
 Pursuant to the Special Resolution passed by the Shareholder at the
 previous Annual General Meeting 70,00,000 warrants convertible into
 equity shares were allotted to the promoters of the Company.
 
 6.  AUDITORS :
 
 M/s. P.C.Baradiya & Co., Chartered Accountants, Mumbai and M/s P.C.
 Bhandari & Co., Chartered Accountants , Akola, the joint statutory
 auditors of the company hold office until the conclusion of the ensuing
 Annual General Meeting and are eligible for reappointment. They have
 furnished certificate to the effect that their appointment as statutory
 auditors if made, would be within prescribed limits under Section
 224(1) of the Companies Act,1956 .
 
 7.  AUDITORS'' REPORT :
 
 The observations of the auditors in their report, read with notes
 annexed to the accounts are self explanatory, which does not contain
 any reservation, qualification or adverse remarks and therefore do not
 call for any further clarification.
 
 8.  PUBLIC DEPOSIT :
 
 As on 31st March,2011 the company has neither accepted nor invited any
 public fixed deposits. No amount of principal or Interest was
 outstanding as on 31st March, 2011.
 
 9.  DIRECTORS'' RESPONSIBILITY STATEMENT :
 
 Pursuant to the requirement under Section 217(2AA) of the Companies
 Act, 1956, with respect to Directors'' Responsibility Statement, it is
 hereby confirmed :
 
 i.  That in the preparation of the accounts for the financial year
 ended 31st March, 2011, the applicable accounting standards have been
 followed alongwith proper explanation relating to material departures,
 ii.  That the directors have selected such accounting policies and
 applied them consistently and made judgments and estimates that were
 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 of the company for the year under review, iii.  That the
 directors have 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,
 
 iv.  That the directors have prepared the annual accounts for the
 financial year ended 31st March, 2011 on a going concern basis.
 
 10.  CORPORATE GOVERNANCE :
 
 Pursuant to Clause 49 of the listing agreement with the Bombay stock
 exchange ltd a separate section titled  Report on Corporate
 Governance is being published as a part of this Annual Report.
 
 11.  MANAGEMENT DISCUSSION AND ANALYSIS REPORT :
 
 The Management Discussion & Analysis Report has been separately
 furnished in Annual Report and forms part of it.
 
 12.  INDUSTRIAL RELATIONS :
 
 Relations between the Employees and the Management continued to be
 cordial.
 
 13.  PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES
 ACT 1956 :
 
 There were no employees whose remuneration was in excess of the limits
 prescribed under Section 217 (2A) of the Companies Act, 1956 read with
 Companies (Particulars of Employees) Rules 1975.
 
 14.  PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
 FOREIGN EXCHANGE EARNINGS & OUTGO :
 
 Information pursuant to Section 217 (1) (e) of the Companies Act, 1956
 read with Companies (Disclosure of Particulars in Report of Board of
 Directors) Rules 1988 are set out in the annexure forming part of this
 Report.
 
 15.  ACKNOWLEDGEMENTS :
 
 Your Directors place on records their gratitude to the Shareholders,
 Financial Institutions and Company''s Bankers for the assistance and
 co-operation given during the year under review. The Company wishes to
 place on record their sincere thanks for the devoted services of the
 staff and workers of the Company in ensuring an excellent all round
 operational performance.
 
                                    For and on behalf of the Board
 
 Place    :  Mumbai                          SHASHIKANT C. BHARTIA
 
 Date     :  30th May, 2011           CHAIRMAN & MANAGING DIRECTOR