Dear Members,
 
 The Directors are pleased to present their Ninetieth Annual Report
 together with the accounts of the Company for the financial year ended
 31 st March, 2011 (nine months).
 
 FINANCIAL RESULTS
 
                                       Financial Year 
                                                ended  Financial Year
                                                                ended
 
                                      31s''March, 2011 301h June, 2010
 
                                           (9 Months)     (15 Months)
 
                                          Rs. in lacs     Rs. in lacs
 
 Gross Turnover                               4743.72         6584.40
 
 Gross Profit / (Loss)                           7.19        (2387.21)
 
 Less: Depreciation & Lenders'' 
 Sacrifice Amortisation                        486.70          798.84
 
 Profit/(Loss) before Taxation                (479.51)       (3186.05)
 
 Less: Provision for Taxation                    0.02            0.02
 
 Profit/(Loss) after Taxation                 (479.53)       (3186.07)
 
 Add: Balance brought forward                (8877.89)       (5691.82)
 
 Balance carried forward                     (9357.42)       (8877.89)
 
 The following is the Gross turnover 
 by group of products:
 
 Single Superphosphate                           4.50           41.15
 
 Commodity Chemicals                          2376.19         3443.30
 
 Specialty Chemicals                          1914.75         2745.13
 
 Others                                        448.28          354.82
 
 Total                                        4743.72         6584.40
 
 The Company has closed the current financial year of nine months as on
 31s March, 2011 as decided by the Board of Directors of the Company.
 Accordingly, financial statements for the current financial year have
 been prepared for a period of nine months commencing from 1 st July,
 2010 and ending on 31s1 March, 2011. Therefore, the Gross Turnover for
 the Financial Year ended 31st March, 2011 is not comparable with the
 Gross Turnover for the previous Financial Year ended 30th June, 2010(15
 months).
 
 In view of the loss during the year under review, your Directors have
 not recommended any Dividend on Cumulative Preference Shares and Equity
 Shares of the Company, for the nine months financial year ended 31st
 March, 2011.
 
 
 DIRECTORS/KEY MANAGEMENT PERSONNEL
 
 Shri Laxmikumar Narottam Goculdas and Shri M.T. Ankleshwaria,
 Directors, are retiring by rotation under Article 135 of the Articles
 of Association of the Company and being eligible, offer themselves for
 re- appointment.
 
 Shri D. P. Goculdas, Chief Executive Officer (Agri. Business) of the
 Company resigned from the services of the Company with effect from 6th
 April, 2011. The Board places on record its appreciation for the
 valuable contributions made by Shri D. P. Goculdas, during his tenure
 of services with the Company.
 
 The Company continues its operations under the leadership of the Senior
 Corporate Management Team comprising of Shri Bimal Lalitsingh Goculdas,
 Chief Executive Officer, Shri D. N. Vaze, Chief Finance Officer and
 Shri D.T.Gokhale, Vice President (Legal/ Corporate Affairs) and Company
 Secretary.
 
 AUDITORS'' OBSERVATIONS
 
 As regards the Auditors'' observation regarding recognition of Deferred
 Tax Asset amounting to Rs. 2654.15 lacs, the Company, based on the
 proposed association with a Strategic Investor, is confident that
 this proposed association will result in significant additional revenue
 and profits.
 
 As regards the Auditors'' observation regarding crediting of Waived
 Dues aggregating to Rs. 3362.76 lacs (representing only the principal
 amount of borrowings ) to the Capital Reserve of the Company, this
 amount has been credited to the Capital Reserve since these Waived
 Dues are of capital nature. Further, this treatment of crediting the
 Waived Dues to the Capital Reserve (instead of crediting the same
 to the Profit-and Loss Account) is in compliance with the applicable
 Accounting Standards referred to in sub-section ( 3C) of Section 211 of
 the Companies Act, 1956.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 
 As per Section 217 of the Companies Act, 1956, read with Companies
 (Disclosure of Particulars in the report of Board of Directors) Rules,
 1988, the relevant data pertaining to conservation of energy,
 technology absorption and foreign exchange are given in the prescribed
 format as an Annexure-I to this report.
 
 PARTICULARS OF EMPLOYEES
 
 During the nine months financial year ended 31st March, 2011 there was
 no employee within the purview of Sec.217(2A) of the Companies Act,
 1956 read with the Companies (Particulars of Employees) Rules, 1975.
 
 PUBLIC DEPOSITS
 
 Out of deposits which matured during the nine months financial year
 ended 31 * March, 2011,171 deposits aggregating to Rs. 18,88,000/-
 remained unclaimed as on 31st March, 2011, of which 4 deposits
 amounting to Rs. 42,000/- have since been claimed and repaid.
 
 AUDITORS
 
 M/s. K S Aiyar & Co., Chartered Accountants, the existing Auditors
 have, under Section 224 (1-B) of the Companies Act, 1956, furnished a
 Certificate of their eligibility for re-appointment.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to the requirements 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 annual account?, the applicable
 Accounting Standards have been followed along with 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 are
 reasonable and prudent so as to give a true and fair view of the State
 of the affairs of the Company at the end of the financial year and of
 the profit or loss of the Company for that period;
 
 (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 on a going
 concern basis.
 
 CORPORATE GOVERNANCE
 
 Your Company has been practicing the principles of good Corporate
 Governance over the years and the Board of Directors lays strong
 emphasis on indecency, accountability and integrity. Your Company
 has adopted a Code of Conduct which is approved by the Board of
 Directors as required under the Listing Agreement with the Stock
 Exchange, Mumbai. The Directors and the Management Staff have confirmed
 their adherence to the provisions of the said code. Your Company has
 also evolved a Risk Management Policy regarding risk assessment and
 risk mitigation mechanism, which has been approved by the Board of
 Directors. A separate report on Corporate Governance is annexed as a
 part of the Annual Report, along with the Auditors'' Certificate on its
 compliance.
 
 ACKNOWLEDGMENTS
 
 The Directors are thankful to your Company''s shareholders, customers,
 suppliers, contractors, various departments of Central and State
 Governments and Banks for their continued valuable support.
 
 The relations between the employees and the management continue to be
 cordial. Your Directors place on record their appreciation of the
 sincere and devoted efforts of the employees at all levels and their
 continued co-operation, commitment, sense of understanding and the
 sacrifices made by them during the difficult and critical period which
 the company is passing through.
 
 Management of your Company is confident that with the active
 co-operation from all the stake holders of the Company, the Company
 will be in a position to overcome this difficult phase.
 
                                       For and on behalf of the Board
 
                                         Laxmikumar Narottam Goculdas
 
                                                             Chairman
 
 Registered Office:
 
 Prospect Chambers,
 
 317/21, Dr. Dadabhoy Naoroji Road,
 
 Fort, Mumbai - 400 001.
 
 Date : 25th July, 2011.