Dear Members,
 
 The Directors have pleasure in presenting the 26th Annual Report
 together with audited accounts for the financial year ended March 31,
 2011.
 
 1. Financial Results and Appropriations
 
                                                         (Rs. in crore)
 
 Particulars                               2010-11             2009-10
 
 (a) Turnover (excluding excise duty)      4646.40            3574.50
 
 (b) Gross Profit after Interest but 
 before Exceptional Items, Depreciation 
 and Tax                                    704.38             612.06
 
 (c) Depreciation / Amortization            267.95             257.62
 
 (d) Profit before Exceptional 
 Items and Tax                              436.43             354.44
 
 (e) Exceptional items                        4.37               4.37
 
 (f) Profit before Tax                     440.80             358.81
 
 (g) Provision for Current Tax              159.21             129.62
 
 (h) Provision for Deferred Tax            (44.31)            (20.49)
 
 (i) Provision for Tonnage Tax                0.72               0.63
 
 (j) Profit after Tax                      325.18             249.05
 
 (k) Balance of Profit Brought Forward     759.65             628.43
 
 (l) Transferred from Debenture               3.12               3.13 
 
 Redemption Reserve
 
 (m) Profit available for Appropriation    1087.95             880.61
 
 (n) Appropriations:
 
 - Tonnage Tax Reserve                        0.50               3.75
 
 - General Reserve                           35.00              25.00
 
 - Proposed Dividend on Equity Shares        79.08              79.08
 
 - Tax on Dividend 12.83 13.13 
 
 (o) Balance Carried Forward to Balance
 Sheet                                      960.54             759.65
 
 
 2.  Dividend
 
 The Board recommends dividend @ Rs. 1.90 per equity share of Rs. 10
 each (Previous Year – Rs. 1.90 per equity share). The total outgo on
 this account will be Rs. 91.91 crore including dividend tax.
 
 3.  Operations
 
 The Directors are pleased to report yet another year of growth and
 prosperity of your Company. The performance of the Fertiliser Business
 of the Company was encouraging. Your Company achieved the highest ever
 annual Urea production and sales in Gadepan-I & II plants during the
 year. The Company achieved new high in trading particularly in
 pesticide business. There was a substantial growth both in the revenue
 and profitability from the trading activity.
 
 The Textile Business has also fared well during the year under review.
 There has been substantial increase in the top line and bottom line of
 the Textile Business. The better realization has mainly contributed to
 the excellent performance of this business.  The Shipping Business of
 the Company witnessed another challenging year. The charter rates have
 reached to new lows resulting into sluggish performance of this
 Business.  The detailed information on all the three business segments
 of the Company and the respective industries are given in the
 ''Management Discussion and Analysis Report'' attached as Annexure G to
 this report.
 
 4.  ''Corporate Governance Report'' and Code of Conduct
 
 Corporate Governance Report is attached as Annexure E.  Auditors''
 Certificate confi rming compliance with the conditions of Corporate
 Governance is enclosed as Annexure –D and Declaration of the Managing
 Director confi rming compliance with the ''Code of Conduct and Ethics''
 is enclosed as Annexure F.
 
 5.  Joint Venture
 
 Indo Maroc Phosphore S. A., Morocco (IMACID)
 
 IMACID is three way Joint Venture of M/s. Tata Chemicals Ltd., OCP,
 S.A., Morocco and your Company. The performance of IMACID during the
 year - 2010 was encouraging. IMACID produced 348,158 MT of Phosphoric
 Acid (P2O5) during the year 2010 as against 359,656 MT of P2O5 produced
 during the year 2009.  IMACID achieved sale of 355,977 MT P2O5 during
 the year 2010 as against sales of 369,996 MT P2O5achieved in the year
 2009.  IMACID achieved revenue of MAD 2309.10 Million (Rs.  1271.71
 crore) during the year 2010 as against revenue of MAD 1791.87 Million
 (Rs. 1090.66 crore) achieved in the year 2009. IMACID earned profit
 after tax of MAD 183.64 Million (Rs. 101.14 crore) during the year 2010
 as against MAD 35.09 Million (Rs. 21.36 crore) in the year 2009.
 
 6.  Subsidiaries
 
 (i) Chambal Infrastructure Ventures Limited and its Subsidiaries
 
 Chambal Infrastructure Ventures Limited (CIVL) was set up by your
 Company for entering in to Power business. It had set up two wholly
 owned subsidiaries viz. Chambal Energy (Chhattisgarh) Limited and
 Chambal Energy (Orissa) Limited for taking up power projects in the
 states of Chhattisgarh and Odisha, respectively. CIVL is pursuing
 various business opportunities for setting up power projects in the
 states of Odisha and Chhattisgarh. CIVL is in continuous dialogue with
 the Government of Odisha for various approvals for the power project.
 
 (ii) CFCL Overseas Limited, Cayman Islands and its Subsidiaries
 
 CFCL Overseas Limited is wholly owned subsidiary of your Company. CFCL
 Technologies Limited is the fl agship Company for software business and
 also a subsidiary of CFCL Overseas Ltd. With the acquisition of Fiserv
 Fulfi llment Services Inc., USA (FFS) in 2009, the Software Business
 has become one of the leading full service end-to-end mortgage services
 providers in the USA mortgage markets with a full complement of
 technology and knowledge process outsourcing (KPO) services. The
 customers consist primarily of large and medium size mortgage banks in
 the USA.  
 
 In 2010, the Software Business has deployed signifi cant efforts
 towards integrating the indigenous and acquired businesses.  Since the
 acquisition of FFS, Software Business has successfully transitioned
 customer relationships and was able to sustain and grow the revenues.
 
 CFCL Technologies Limited and its subsidiaries follow the January to
 December Financial Year. The Software Business as a whole achieved
 revenue of USD 128.65 million during 2010 as against USD 36.4 Million
 achieved during the 9 month period ended on December 31, 2009. The
 EBITDA before exceptional and one-off items was negative at USD 5.08
 million during the Year 2010. The negative EBITDA was primarily due to
 the year 2010 being the fi rst year of integration of the acquired
 business of FFS. The efforts are on to turn the business EBITDA
 positive during the Year 2011.
 
 (iii) India Steamship Pte. Limited, Singapore
 
 Due to prevailing poor markets, operations in India Steamship,
 Singapore have been kept at a minimum level.
 
 Operations will be scaled up through in-chartering of vessels once the
 markets are bottomed out.  During the year 2010-11, India Steamship,
 Singapore has earned a revenue of USD 7.10 million and incurred a loss
 (after tax) of USD 0.43 million.
 
 (iv) India Steamship Limited, India (ISL)
 
 ISL has been incorporated on April 01, 2011 as subsidiary of your
 Company. ISL is yet to commence its business.  
 
 Exemption: The Government of India vide its circular dated February 08,
 2011 granted general exemption to the companies under section 212(8) of
 the Companies Act, 1956 from attaching with Annual Report, the copies
 of the Balance Sheet, Profit and Loss Account and other documents of
 the subsidiaries. The Consolidated Financial Statements presented by
 the Company include the financial information of its subsidiaries, as
 applicable. The Company will make available the Annual Accounts of its
 subsidiaries along with relative detailed information upon request by
 investors of the Company or its subsidiaries.  The Annual Accounts of
 the subsidiaries will be available for inspection by any shareholder at
 the corporate offi ces of your Company and respective subsidiaries.
 
 7. Health, Safety and Environmental Protection
 
 Health, Safety and Environmental Protection has been given utmost
 priority since inception of your Company. With the objective of
 maintaining the highest Health, Safety, Environmental & Quality (HSEQ)
 standards, your Company has established and is maintaining an
 Integrated Management System (for Occupational HSEQ) based on
 OHSAS-18001:2007, ISO- 14001:2004 and ISO-9001:2008.
 
 (a) Health & Hygiene
 
 Your Company accords high priority to health & hygiene monitoring at
 work place. Employees'' health assessment and occupational disease
 monitoring is done through periodical medical examinations.
 
 A well equipped medical centre in the campus at Gadepan works round the
 clock to provide Health Services to employees, contractor workforce,
 their families and the villagers in the vicinity of the plants.
 
 The plant and processes were continuously upgraded to improve work
 place and health standards. Necessary training was imparted to the
 employees and workers to enhance their awareness towards health related
 matters.  Many of our employees are certifi ed fi rst-aiders and their
 knowledge was updated every month. Senior offi cials of the Company
 have been imparted refresher training on fi rst aid and occupational
 health.
 
 (b) Safety Management
 
 A strong occupational – health and safety management system is in place
 to ensure safety of employees, contractor workforce as well as
 equipment and machinery.  The township at Gadepan is OHSAS-18001:2007 &
 ISO-14001:2004 certifi ed. Although not mandatory, your Company has
 also implemented Process Safety Management System (PSM) developed by
 Occupational Safety & Health Administration (OSHA) of USA in its
 operations for proactive identifi cation, assessment & control of
 hazards. Process incidents were reviewed as per PSM guidelines and
 trainings and audits were conducted for overall improvement.
 
 To maintain and improve upon the well established safety system,
 trainings were conducted by both internal & external expert faculties
 on rescue, fi re fi ghting & emergency handling, electrical safety,
 material handling, road safety etc. Employees were sent to reputed
 institutes for specialized trainings. All senior offi cials of the
 Company underwent practical training on fi re fi ghting.  
 
 To encourage safety awareness among employees and contractor workforce,
 the scheme of Near- Miss reporting is in place. All near misses,
 minor injuries and incidents were reviewed, analysed, and corrective
 actions were taken.  To improve safety work culture and bring reduction
 in injuries Personal Protection Equipments (hand gloves, dust mask, ear
 plugs, etc.) were provided free to all contract workers.  New safety &
 emergency handling equipments have been added and fi re alarm system
 has been upgraded.  
 
 Emergency handling: Your Company has a well-defi ned Onsite Disaster
 Management Plan. The plan was reviewed, revised & updated this year.
 Regular mock drills were conducted to check the emergency preparedness.
 Visits and consultations were done with near-by industries to learn
 from each other and improve and our offi cial participated in District
 Crisis Group meeting chaired by Collector, Kota district.
 
 (c) Environment Management
 
 (i) Sustainable Development – Your Company is totally committed to
 sustainable development and has completed various environment
 programmes keeping the global environment in mind, viz. Rain Water
 Harvesting, Ground Water Recharging, energy conservation measures,
 pollution control, use of solar energy, etc.
 
 (ii) Waste Management – The Company continues to follow the 3R concept
 (Reduce, Re-use and Re-cycle) of the effl uents being generated. More
 than 98% of water used in the process is recycled water. Treated waste
 water is used in maintaining green belt through a 65 kilometer long
 irrigation network spread all over the Gadepan complex.
 
 Your Company has adopted best practices to manage solid/hazardous waste
 disposal after proper categorization. Segregation of waste is ensured
 at source, separate bins have been created for collection of various
 categories of waste. Bio-degradable waste is composted.  Horticulture
 waste is converted to manure. Recyclable waste is disposed off to
 recyclers and all saleable items are sold to approved recyclers. Use of
 polythene bags in the Gadepan campus is strictly prohibited.
 
 (iii) Green belt and water consumption – The area surrounding Gadepan
 complex is experiencing a positive change in Ecology due to development
 of a dense green belt / forest inclusive of over 2.3 lac trees in an
 area of about 212 hectares under a programme named Operation Green.
 This has provided habitat to more than 100 species of birds. During the
 year, 700 fruit trees and 2000 other trees were planted.  
 
 Water consumption is optimized through implementation of various
 conservation schemes. Special efforts have been made in cooling towers,
 fi re water network, drinking water net work and de-mineralisation
 water plant for optimizing water consumption. The trend of consumption
 shows a continual improvement with the specifi c consumption of water
 at 4.92 cubic meters per MT of urea this year, as against 5.05 cubic
 meters per MT of urea during 2009- 10, which is one of the best in the
 Fertilizer Industry.
 
 (d) Quality Management
 
 Adequate attention is accorded to maintain quality of end product and
 processes. Stringent monitoring of defi ned parameters of quality is
 ensured. Bulk fl ow coolers have been installed in bagging plant for
 improving product quality along with increased production.
 
 (e) Health, Safety, Environment & Quality (HSEQ) Audits
 
 Teams of trained internal auditors regularly conduct HSEQ audits with
 special emphasis on house keeping, health & hygiene, safety,
 environment and quality. Surprise visits are conducted to plant and
 canteen to ensure highest standard of housekeeping & hygiene.
 Quantitative Risk Analysis was conducted by an external agency, Ammonia
 Storage safety was reviewed by the designer and Risk based Inspection
 is under progress.
 
 (f) Achievements
 
 Your Company regularly participates in national & international
 benchmarking surveys & awards for self assessment and continual
 improvement. Your Company has received following main awards during the
 year under review:
 
 - 11th Annual Greentech Environment Excellence Award 2010
 
 - FAI Environmental Protection award 2010
 
 - FAI award for 2nd Best Video Film 2010 - Environment
 
 - Rajasthan Energy Conservation Award- 2010, second position
 
 8. Corporate Social Responsibility
 
 Your Company is committed towards the development of neighboring areas
 through building rural infrastructure and improving the quality of
 life. The Company has taken number of initiatives for the community
 development in the vicinity of its plants at Gadepan in consultation
 with local administration.  
 
 In order to initiate and sustain meaningful actions in this regard,
 your Company has full spectrum Corporate Social Responsibility (CSR)
 program under the umbrella of Uttam Roshani. The Uttam Roshani
 program is designed as per participatory planning process to involve
 stakeholders for sustainable development of the area.
 
 Under Uttam Roshani programme, focus is on formation and livelihood
 trainings of SHGs (Self Help Groups), Health & Hygiene, Human Health
 Care, Sanitation, Farmers Education on Agriculture & Animal Husbandry,
 Livestock vaccination & breed improvement, etc. Your Company has taken
 the following initiatives under this programme:
 
 i) Sanitation – The Company has initiated a project to improve sanitary
 practices through community participation and people led
 programmes. The Company is constructing 715 toilets under Total
 Sanitation Campaign of the Government of India, for below poverty line
 families under Public Private Community Partnership model in 22
 villages around the Fertiliser plants. In light of the signifi cant
 gender dimension of sanitation, this project has encouraged active
 involvement of women in the implementation of the program.
 
 ii) Drinking Water & Rain Water Harvesting – The Company has helped in
 construction of Hand-pumps & tube-wells in surrounding villages.
 Drinking water system is constructed at Gadepan, Ballabhpura & Pachda
 villages.
 
 iii) Community Health Care – In addition to the Medical Center in
 Gadepan providing free medical aid and ambulance services in case of
 emergencies, the Company operates a mobile Health Care Unit in 14
 villages under which a doctor and nursing assistant provide free
 medical check up and medicines to people at their doorstep. The team
 attended 22,382 patients during the year. In addition to this, the
 Company organizes the services of visiting specialists in various fi
 elds like pediatrics, gynecology, skin, dental, eye and ENT and 1591
 patients benefited during the year.  Further CFCL conducted a family
 planning camp in consultation with Health Department, Kota at Sultanpur
 in which 61 surgeries were carried out.  
 
 iv) Education - Your Company has adopted ITI, Sangod under the
 Government of India''s Public Private Partnership scheme for its
 upgradation.
 
 v) CFCL''s Initiatives on Rural Infrastructure
 
 CFCL has been contributing towards rural infrastructure development by
 construction of School rooms, Kharanja roads (stone pavement) with
 drain, gravel link roads, etc.  as per need of community. Further, CFCL
 has renovated/ constructed 4 crematoriums in surrounding villages by
 constructing platforms and sheds.
 
 vi) CFCL''s Initiatives on Agriculture & Veterinary Services
 
 Agriculture and livestock development forms the backbone of rural
 livelihood. At the grassroots level, farmers are largely unaware about
 latest developments. Recognizing this gap, your Company has set up two
 Uttam Krishi Clinics (UKCs) to enhance the awareness levels of farmers
 in the fi eld of agriculture & animal husbandry.
 
 vii) Reporting on triple bottom line performance
 
 The Company had commenced reporting on its triple bottom line
 (Environment, Economic and Social Parameters) performance from FY
 2009-10. The Sustainability Report of the Company is externally assured
 and is in accordance with Global Reporting Initiative (GRI) guidelines.
 As a recognition of various Corporate Social initiatives, your Company
 received Golden Peacock Award for Corporate Social Responsibility for
 the year 2010
 
 Birla Textile Mills (BTM) had constructed two class rooms with verandah
 in Government Middle School, Bhatouli Kalan, Himachal Pradesh. A cool
 water hut was also constructed in front of factory main gate to provide
 clean and cool water. BTM also organized a Free Medical Health Check-up
 Camp on August 31, 2010 in the memory of former Chairman Late Dr. K. K.
 Birla. The team of specialist Doctors of Orthopedic, Medicine, Skin,
 E.N.T.,
 
 Eye, Gynecology, etc. provided medical help to 500 people and also
 distributed prescribed medicines to the patients.
 
 9. Disclosure of Particulars
 
 Your Company strives to make the plants as energy effi cient as
 possible and continually reviews various schemes to conserve energy.
 The requisite information with regard to conservation of energy,
 technology absorption and foreign exchange earnings and outgo in terms
 of the Companies (Disclosure of Particulars in the Report of Board of
 Directors) Rules, 1988 is set out in Annexure A annexed hereto and
 forms part hereof.  
 
 Information required to be furnished in Form A is not applicable to
 shipping industry. However, it is ensured that every measure is taken
 to save and conserve energy at all stages of operation of the vessels
 as well as in shore offi ce. The Company has 6 Aframax Tankers out of
 which 5 are double hull and these ships are more energy effi cient as
 compared to the old vessels. It has no information to furnish in Form B
 regarding technology absorption.
 
 10. Investor Service Centre
 
 The In-house Investor Service Centre of your Company located at New
 Delhi, continues to provide prompt investor service through quick
 resolution of investor grievances. The motto of ''high investor
 satisfaction'' is being pursued through pro-active actions like reaching
 out to investors regularly, timely information to investors about new
 corporate benefits, unclaimed benefits, etc.
 
 The securities of your Company are listed at National Stock Exchange of
 India Limited and Bombay Stock Exchange Limited. The Company has paid
 annual listing fees to these Stock Exchanges for the year 2011-12.
 
 The members are requested to refer to general shareholders'' information
 given in Corporate Governance Report appended to this report.
 
 11. Fixed Deposits
 
 Your Company has discontinued accepting new deposits with effect from
 July 1, 2008. As on March 31, 2011, your Company had 61 depositors with
 fi xed deposits of Rs. 16.22 lac. As on that date, 42 depositors had
 not claimed their Fixed Deposit amount of Rs. 10.50 lac despite being
 reminded regularly. However, 5 depositors have claimed their deposits
 of Rs. 1.15 lac since then.
 
 12. Employee Stock Option Scheme
 
 The members of the Company in 25th Annual General Meeting held on
 August 27, 2010 had approved CFCL Employees Stock Option Scheme 2010
 (ESOP 2010) for grant of stock options exercisable into not more than
 41,62,000 equity shares of face value of Rs. 10/- each to eligible
 employees and Managing Director of the Company. Each option when
 exercised would be converted into one fully paid up equity share of Rs.
 10/- of the Company. The ESOS 2010 is administered by the Compensation
 Committee of the Board of Directors of the Company (Committee). The
 Committee has granted 31,50,000 stock options under ESOS 2010 to the
 eligible employees and Managing Director of the Company in two tranches
 during the Financial Year 2010-11. Disclosure pursuant to the
 provisions of the Securities and Exchange Board of India (Employee
 Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,
 1999 is given in Annexure - B.  
 
 The Board of Directors has decided to not to pursue the Employees Stock
 Option Scheme introduced in the year 2008.
 
 13. Personnel
 
 Information in accordance with section 217(2A) of the Companies Act,
 1956, read with the Companies (Particulars of Employees) Rules, 1975,
 forms part of this Report and is attached hereto as Annexure C.
 
 14. Directors
 
 The Board has nine non-executive directors and a Managing Director.
 Three directors namely M/s. H. S. Bawa, R. N. Bansal and Marco Wadia
 are due for retirement by rotation at the forthcoming Annual General
 Meeting. M/s. R. N. Bansal and Marco Wadia are eligible and have
 offered themselves for re-appointment and they are not related to any
 of the directors of the Company. However, Mr. H.S. Bawa has expressed
 his unwillingness for re-appointment.
 
 Mr. H.S. Bawa is one of the founder directors and Vice Chairman of your
 Company. Chambal was a brainchild of Late Dr. K.K.  Birla and Mr. Bawa.
 The Company has set up two world class fertilizer plants under Mr.
 Bawa''s leadership, making it one of the largest Urea producers in the
 Country. His unstinted efforts and guidance enabled your Company to
 reach to the current level.  The Board expresses its sincere gratitude
 and appreciation of the contribution made by Mr. Bawa during his tenure
 as Director.
 
 Other information on the directors is provided in Corporate
 Governance Report annexed to this Report as Annexure E.
 
 15. Auditors
 
 The Notes on Accounts read with the Auditors'' Reports are self
 explanatory and therefore, do not call for any further comments or
 explanations.
 
 M/s. S. R. Batliboi & Co., Statutory Auditors and M/s. Singhi & Co.,
 Branch Auditors of Shipping Business of the Company (pursuant to
 Section 228 of the Companies Act, 1956), are retiring at the conclusion
 of the ensuing Annual General Meeting and being eligible, offer
 themselves for re-appointment. The above re-appointments, if made, will
 be in accordance with the provisions of section 224 (1B) of the
 Companies Act, 1956.
 
 16. Directors Responsibility Statement
 
 Your Directors hereby report:
 
 a) that in the preparation of the annual accounts, the applicable
 accounting standards have been followed alongwith proper explanation
 relative to material departures;
 
 b) that the Directors have 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 as at March 31, 2011 and of the profit of
 the Company for the year ended March 31, 2011;
 
 c) that the Directors have taken proper and suffi cient 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 have prepared the annual accounts on a going
 concern basis; and
 
 e) that the Company has adequate internal systems and controls in place
 to ensure compliance of laws applicable to the Company.
 
 17. Consolidated Financial Statements
 
 In accordance with ''Accounting Standard 21 – Consolidated Financial
 Statements'', the group accounts form part of this Report & Accounts.
 These group accounts also incorporate the ''Accounting Standard 27 –
 Financial Reporting of interest in Joint Ventures'' issued by the
 Institute of Chartered Accountants of India. These group accounts have
 been prepared on the basis of audited financial statements received
 from subsidiaries and joint venture entity.
 
 18. Acknowledgements
 
 Your Directors wish to place on record their appreciation of the
 assistance and co-operation received from the Department of
 Fertilisers, Government of India, State Governments, Financial
 Institutions, Commercial Banks, Stakeholders and all others whose
 continued support and co-operation has been a source of strength to the
 Company enabling it to achieve its goals.  Your Directors also wish to
 place on record their sincere appreciation of the unstinted devotion
 and commitment of every employee of the Company.
 
                                            By order of the Board
 
 New Delhi                                           S. K. Poddar
 
 May 10, 2011                                            Chairman