DIRECTORS REPORT TO MEMBERS
 
 The Directors submit herewith their Report along with the Audited
 Statement of Accounts for the year ended 31st March 2011.
 
 FINANCIAL RESULTS
 
 2010-2011 2009-2010
 
                                (Rs .in lacs)       (Rs .in lacs)
 Turnover                             2918.47             2238.67
 
 Profit/Loss before interest          1439.31              681.43
 and depreciation
 
 Less: Interest                         06.08               30.19
 
 Gross Profit/Loss before             1433.23              651.24
 depreciation
 
 Less: Depreciation                     54.00               32.55
 
 Operating Profit/Loss                1379.23              618.69
 
 Less : Provision for Tax              358.04               77.31
 
 Add : Prior Period income             643.96                   -
 
 Surplus/Deficit during the year      1665.15              541.38
 
 Add : Loss brought Forward          (636.12)           (1177.50)
 
 Balance Carried to Balance Sheet     1029.03            (636.12)
 
 
 During the year ended 31st March 2011, the Company has achieved
 Turnover of Rs.2918.47 Lacs as against Rs.2238.67 Lacs during
 corresponding period.
 
 The Accounting Year 2010-2011 has ended in a Profit of Rs.1439.31 Lacs
 as compared to Profit of Rs.681.43 Lacs during the corresponding period
 last year. After providing for interest amounting to Rs.  6.08 Lacs and
 depreciation of Rs.54.00 Lacs, the Company has made a Profit of Rs.
 1379.23 Lacs as against the Profit of Rs.618.69 Lacs during the last
 year. After adding prior period income of Rs.643.96 Lacs and taking
 into account the provision for Taxation for the current year Rs.358.04
 Lacs the year has ended in a Profit of Rs. 1665.15 Lacs. The company
 has changed its Accounting Method, so Capital Receipt Reserve is now
 routed through P&L which results into prior period Income of Rs.
 643.96. After adjusting the deficit brought forward during last year
 amounting to Rs.636.12 Lacs., the total Profit of Rs.  1029.03 Lacs is
 carried to Balance Sheet.
 
 DIVIDEND
 
 With a view to conserve the funds for Company''s Residential Project at
 Majiwada, Thane and to complete the entire project in time (Phase I)
 and also funds to be reserved for purchase of TDR (Phase ll),your
 Directors have decided to defer the payment of Dividend for 2010-2011.
 
 Review of Operations
 
 Your Directors are glad to mention that the work of Construction
 Division is now in full swing. Building A, B & C are completed in all
 respect as occupation certificates for these buildings are received and
 Possession of A, B & C Buildings are given to Customers.
 
 The Construction of D & E Buildings is nearly 60% completed. Total
 3,20,000 Sq. ft. area would be completed before 2011-12 and balance
 2,80,000 Sq. Ft area would be completed in next 2/3 years. The progress
 is satisfactory.
 
 During the year under Report the Company has updated its SSP/GSSP
 Fertiliser Manufacturing Plants at Wada to restart Fertiliser
 Production.
 
 The Company has completed entire Repairs & Maintenance of its SSP/GSSP
 Fertiliser Plants at Wada and installed additional balancing equipments
 to achieve higher capacity utilization of its Production Units without
 any air/water pollution.
 
 Current Year Working
 
 Our Company had entered into a Long Lease contract with M/s. Rashtriya
 Chemicals & Fertilisers Ltd., 8th Floor, Room No.807, Priyadarshini,
 Eastern Express Highway, Sion, Mumbai - 400 022 one of the largest
 Producer of Fertiliser in Asia for manufacturing 1,32,000 M.T. SSP and
 99,000 M.T GSSP per year on attractive rate of Rs.1,500/- per M.T.
 based on 75% quantity of GSSP and 25% quantity of PSSP to be marketed
 in various State such as Maharashtra, M.P., Gujarat, Rajasthan, A.P.
 and Kamataka etc.
 
 Above Contract would be for a period of 5 years which can be extended
 for further period of 2 years subject to revision in rates, however
 rates of conversion during 5 years are also based on fixation of whole
 sale price Index on year to year basis.
 
 Our Company does not anticipate any difficulties in successful
 execution of such arrangement as Company had already incurred
 sufficient amount on Repairing and Maintaining all their SSP/GSSP
 Plants, Machinery and Equipments along with other Pollution recovery
 equipments to achieve higher production at reduced conversion cost.
 Similarly entire infrastructure facility would also be available to
 maintain speed of production of Fertiliser Units.
 
 Presently Company wishes to fully concentrate on their Real Estate
 Development Activity at Majiwada and Fort and therefore of the opinion
 to have better option to run Company''s Fertiliser Plants on such
 arrangement without any working capital orfinancial burden.
 
 
 Our Company will receive a Turnover of Rs. 18.00 Cr. annually from
 above business from M/s RCFL conversion contract in Fertiliser
 Division.
 
 The Construction Division work is in full swing at Thane.  
 
 Future Plans
 
 Reconstruction of Company''s Head Office Building at Fort, Mumbai will
 be taken on hand after vacating the tenants. After taking necessary
 approvals from MCGM, work would be started for new construction of
 ultra modern office complex in small & medium size tenements required
 for Professionals, Advocates and Solicitor Firms for Office area. This
 would be advantageous due to proximity of Banking Facilities, Courts
 and other business activities.
 
 FERTILISER POLICY
 
 G.O. I. have declared New Fertiliser Nutrient Based Subsidy Policy vide
 Notification No.23011/1/2010- MPR dated 21/04/2010 in respect of all
 SSP Units for availing higher Fertiliser Subsidy of Rs. 4400/- per M.T
 w.e.f. 01/05/2010 onwards.
 
 Also Subsidy will be revised from time to time based on increase /
 decrease in Raw-material price and M.R.P. will be decided by
 manufacturer in Joint Consultation with respective state at reasonable
 and affordable price to farmers.
 
 However M/s. Rashtriya Chemicals & Fertilisers Limited will avail such
 benefit in future as our company had entered into Long Lease Basis
 contract with them by offering our 100% Production Capacity of SSP
 /GSSP for 5 years at attractive terms with escalation clause on year to
 year basis as per Whole Sale Price Index.
 
 Directors
 
 During the year under report Shri Kantilal N. Jethwa retires by
 rotation and being eligible offers himself for re-appointment.
 Necessary item has been included in the Notice convening 26th Annual
 General Meeting and the re-appointment of Shri K. N. Jethwa is
 recommended for approval of members.
 
 CORPORATE GOVERANANCE:
 
 A Report on the Corporate Governance for the period commencing
 01.04.2010 is annexed hereto.  
 
 AUDITORS REPORT:
 
 Report of Auditors is self-explanatory and replies to observations of
 the Auditors have been sufficiently covered in the notes forming part
 of accounts.
 
 FIXED DEPOSITS:-There were no Fixed Deposits accepted by the Company
 during the year under report.
 
 ANNEXURE TO DIRECTORS.'' REPORT :
 
 Pursuant to Section 217(1) (C) of the Companies Act, 1956 read with the
 companies (Disclosures of particulars in Directors Report) Rules 1988
 the relevant information is given in the Annexure to A forming part
 of this report.
 
 PARTICULARS OF EMPLOYEES UNDER SECTION 217 (2A) OF THE COMPANIES ACT
 1956 READ WITH THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975.
 
 There are no employees of the company who are in receipt of
 remuneration in excess of the limits prescribed under Section 217 (2A)
 of the Companies Act, 1956 read with the Companies (Particulars ol
 Employees) Rules 1975 as amended to date.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT.
 
 The Directors confirm that:
 
 (a) In the preparation of the annual accounts, the applicable
 accounting standards have been followed; except accounting of Gratuity
 on Cash basis and not providing liability on actuarial valuation.
 
 (b) Appropriate accounting policies have been selected and applied
 consistently and judgements and estimates made are reasonable and
 prudent so as to give a true and fair view of the state of affairs of
 the company for the year ended 31st March, 2011.
 
 (c) Proper and sufficient care has been taken 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) The annual accounts have been prepared on a going concern basis.
 
 Auditors:
 
 M/s. Desai Saksena & Associates, Chartered Accountants are retiring at
 the ensuing Annual General Meeting of the Company. They have informed
 that they agree to continue as Auditors of the Company for 2011-2012.
 Necessary resolution will be moved at ensuing Annual General Meeting
 for their appointment as Auditors of the company from conclusion of the
 ensuing Annual General Meeting till the date of next Annual General
 Meeting.
 
 ACKNOWLEDGEMENTS:
 
 Your Directors wish to place on record their sincere thanks to the
 Central Government, State Government, Thane Municipal Corporation,
 Agricultural Department, Company''s Banker, Shareholders, Customers and
 business consultants for their valued co-operation and support at all
 times.
 
 Your Directors also place on record the untiring efforts of the
 employees at all levels during the difficult periods faced by the
 company.
 
                                       For and on behalf of the Board
 
                                                  (YOGENDRA D. PATEL) 
                                              CHAIRMAN & MG. DIRECTOR
 Place: Mumbai 
 Date : 12/08/2011
 
 Registered Office: 
 Bharat Fertiliser House, 
 12.NanabhaiLane. Fort.
 Mumbai-400023.