To, The Members of Gujarat Ambuja Exports Limited
 
 The Directors have pleasure in presenting 21st Annual Report of the
 Company together with the Audited Statements of Accounts for the year
 ended 31st March, 2012.
 
 FINANCIAL HIGHLIGHTS
 
 The summary of the financial results is given below: 
 
                                                       (Rs. in Crores)
 
                                                     STANDALONE
 
 PARTICULARS                                      2011-12     2010-11
 
 Net Turnover & Other Income                      2119.60     1957.75
 
 (Including Exports- Fob Value)                    538.48      547.24
 
 Profit Before Interest, Depreciation And Taxes    111.27      156.72
 
 Less:
 
 1.  Interest & Finance Charges                     20.89       12.55
 
 2.  Depreciation                                   29.86       29.23
 
 3.  Provision For Taxation (Incl. Deferred Tax)    10.82       25.03
 
 Add : Prior Period Items                               0        4.19 
 
 Net Profit For The Year                            49.70       94.10
 
 Add: Balance Of Profit Carried Forward            314.12      239.70 
 
 Total Profit Available For Appropriation          363.82      333.80 
 
 Appropriated As Under:
 
 a.  Interim Dividend                                8.30        8.30
 
 b.  Dividend Distribution Tax On Interim Dividend   1.35        1.38
 
 c.  Transfer To General Reserve                     5.50       10.00 
 
 Total Appropriation                                15.15       19.68 
 
 Balance Carried To Balance Sheet                  348.67      314.12
 
 DIVIDEND
 
 The Board of Directors had declared interim dividend @ 30% p.a. i.e. Rs.
 0.60 per Equity Share of Rs. 2/- each for F.Y. 2011-12 at its meeting
 held on 6th February, 2012 and the same had been paid to eligible
 members and/or beneficial owners. The total cash outflow for dividend
 during the year was Rs. 964.78 lacs (P.Y. Rs. 967.98 lacs) including
 dividend distribution tax of Rs. 134.66 lacs (P.Y. Rs. 137.87 lacs).
 
 In view of conserving resources for future expansion plans of the
 Company, your Directors do not recommend any further dividend for the
 financial year 2011-12. The members are requested to approve the
 interim dividend for F.Y. 2011-12 as final dividend.
 
 The Board of Directors at its meeting held on 21st July, 2012 has
 declared interim dividend @ 40% p.a. i.e. Rs. 0.80 per Equity Share of Rs.
 2/- each for F.Y. 2012-13 and the same will be paid to eligible members
 and/or beneficial owners.
 
 TRANSFER TO RESERVES
 
 The Company proposes to transfer Rs. 550 lacs to the General Reserve out
 of the total amount available for appropriations and an amount of Rs.
 34867.42 lacs is proposed to be carried forward to Balance Sheet.
 
 BUSINESS OPERATIONS
 
 A.  Operational Performance
 
 The Company recorded a turnover of Rs. 2114 crores as compared to Rs. 1941
 crores during the previous financial year registering growth of more
 than 8.9 % compared to previous financial year. The export sales was
 more or less at the same level. Export sales (F.O.B. Value) for the
 year 2011-12 was Rs. 560.38 crores as compared to Rs. 556.80 crores for the
 year 2010-11. The various profit parameters were marginally down due to
 various factors. However, the Company has been able to maintain it at a
 decent level at the end of the year. The Company achieved Earning
 before Interest, Depreciation and Tax (EBIDTA) of Rs. 111.27 crores for
 the year 2011-12 against that of Rs. 156.72 crores for the year 2010-11.
 
 The Cash Profit, Profit after tax and EPS for the year remained Rs. 90.38
 crores, Rs. 49.70 crores and Rs. 3.60 per share respectively.  Highlights
 of performance are discussed in detail in the Management Discussion and
 Analysis report attached as Annexure to Directors'' Report.
 
 B.  Capital Projects for the year 2011-12
 
 During the year, the Company has completed the project to produce high
 value added derivatives i.e. Dextrose Anhydrate for both its corn
 processing units. Apart from these, the Company has also carried out
 modernization and improvements at all of its solvent extraction and
 refining projects. Inspired from the success of its maiden renewable
 energy forward integration projects of generating power from bio gas,
 the Company has also decided to put one more such forward integration
 project at both the corn processing units. The projects are expected to
 start functioning commercially by the end of first quarter. Apart from
 these, the lignite based power generation project has also been put in
 place and started functioning from April 201 2.
 
 The Company also has substantial amount of capital WIP at the end of FY
 2011-12. The major portion of it is for new state of art 750 TPD corn
 processing unit in the state of Karnataka. This project is also
 expected to function commercially by second quarter of current F.Y. The
 Board of Directors is proud to inform that the Company is ploughing
 back the retained earnings for the future growth.
 
 CORPORATE MATTERS 
 
 Corporate Governance
 
 The Company makes due compliance of Corporate Governance guidelines and
 requirements of the Listing Agreement with the Stock Exchanges, where
 the Company''s shares are listed. A separate report on Corporate
 Governance, along with a certificate from the Auditors confirming the
 compliance is annexed as Annexure-A and forms part of the Directors''
 Report.
 
 Management Discussion and Analysis
 
 The statement on management discussion and analysis with detailed
 highlights of performance of different divisions of the Company is
 annexed as Annexure-B to this report.
 
 SUBSIDIARY COMPANY AND CONSOLIDATED ACCOUNTS
 
 As per General Circular no. 2/2011 dated 8th February, 2011 issued by
 the Ministry of Corporate Affairs, the Board of Directors of the
 Company at its meeting held on 19th May, 2012 has given consent for not
 attaching the balance sheet of Gujarat Ambuja International Pte. Ltd.,
 the wholly owned subsidiary company. As per said circular, the Company
 has presented in this annual report, the consolidated financial
 statements of holding company and the subsidiary company duly audited
 by its statutory auditors, which is forming part of the Report. The
 consolidated financial statement is prepared in compliance with
 applicable Accounting Standards and the Listing Agreement entered into
 with the Stock Exchanges. A Statement of Financial Information on
 Subsidiary detailing (a) capital (b) reserves (c) total assets (d)
 total liabilities (e) details of investment (except in case of
 investment in the subsidiaries) (f) turnover (g) profit before taxation
 (h) provision for taxation (i) profit after taxation (j) proposed
 dividend is also forming part of the Report.
 
 DELISTING OF EQUITY SHARES FROM AHMEDABAD STOCK EXCHANGE LTD.
 
 The Members are requested to note that pursuant to application filed by
 the Company with the Ahmedabad Stock Exchange Ltd. for voluntary
 delisting of its equity shares from the said Exchange, equity shares of
 the Company stands delisted from Ahmedabad Stock Exchange Ltd. w.e.f.
 8th June, 2011, on account of absence of trading facility on the floor
 of Ahmedabad Stock Exchange Ltd. Equity shares continue to trade on the
 floor of National Stock Exchange of India Ltd. and Bombay Stock
 Exchange Ltd.
 
 FINANCE AND INSURANCE 
 
 Working Capital
 
 The Company has adequate working capital facilities from the consortium
 of Banks. The CRISIL has continued with the highest rating for safety
 as per Basel-II norms.
 
 Term Loans
 
 During the year under review, the Company has not availed term loan
 from any Banks/Financial Institutions. The Company is regular in
 repayment of all term loans.
 
 Insurance
 
 All assets and insurable interests of the Company, including building,
 plant and machineries, stocks, stores and spares have been adequately
 insured against various risks and perils.
 
 PUBLIC DEPOSITS
 
 During the period under report, the Company has not accepted nor
 renewed any deposit by invitation to the public at large.
 
 DIRECTORS
 
 The Company is well supported by the knowledge and experience of its
 Directors and Executives. Pursuant to provisions of the Companies Act,
 1956 and Articles of Association of the Company, Mr. Rohit J. Patel,
 Mr. Chaitan M. Maniar and Mr. Prakash G. Ramrakhiani, the Directors of
 the Company are liable to retire by rotation and being eligible, have
 offered themselves for re-appointment.
 
 The Board of Directors of the Company at its meeting held on 6th
 February, 2012 has appointed Mr. Sudhin B. Choksey as Additional
 Director on the Board of Directors of the Company. Mr. Sudhin B.
 Choksey, who hold office upto the date of this Annual General Meeting
 and in respect of whom, the Company has received a valid notice in
 writing from a member of the Company proposing his candidature as
 Director of the Company is recommended for appointment.
 
 The Remuneration & Selection Committee and the Board of Directors at
 their respective Meetings held on 21st July, 2012 have recommended and
 approved, subject to approval of the members at the General Meeting;
 
 a) Revision in terms of remuneration of Mr. Vijay Kumar Gupta, the
 chairman & Managing Director w.e.f. 1st October, 2012 for the remaining
 period of his tenure i.e. upto 31st March, 2013.
 
 b) Revision in terms of remuneration of Mr. Manish Gupta, the Managing
 Director w.e.f. 1st October, 2012 for the remaining period of his
 tenure i.e. upto 27th December, 2013.
 
 c) Revision in terms of remuneration of Mr. Mohit Gupta, the Joint
 Managing Director w.e.f. 1st October, 2012 for the remaining period of
 his tenure i.e. upto 31st July, 2013.
 
 d) Revision in terms of remuneration of Mr. Sandeep Agrawal, the Whole
 Time Director w.e.f. 1st October, 2012 for the remaining period of his
 tenure i.e. upto 31st July, 2014.
 
 e) Re-appointment of Mr. Vijay Kumar Gupta as Managing Director for
 further period from 1st April, 2013 to 31st March, 2018.  The above
 businesses are recommended for approval of the Members.
 
 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:
 
 (1) that in preparation of the annual accounts for the financial year
 ended 31st March, 2012 the applicable accounting standards have been
 followed and there are no material departures from the same;
 
 (2) 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 and loss account of the Company for the year under review;
 
 (3) that the Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with
 provisions of the Companies Act, 1956 for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities.
 
 (4) that the Directors have prepared the annual accounts of the Company
 for the financial year ended 31st March, 2012 on a ''going concern''
 basis.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 The information regarding above particulars as required under the
 provisions of 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 is attached as Annexure-C to this report and
 forms part of this report.
 
 PARTICULARS OF EMPLOYEES AND OTHER STATUTORY INFORMATION
 
 Details of employees drawing remuneration of not less than Rs.
 60,00,000/- per annum, where employed for full year or Rs. 5,00,000/- per
 month, where employed for a part of the year pursuant to provisions of
 Section 217 (2A) of the Companies Act, 1956 read with the Companies
 (Particulars of Employees) Rules, 1975 is attached as Annexure-D to
 this report and forms part of this report.
 
 The Cash flow Statement and other statutory information as stated above
 is also attached herewith.
 
 AUDITORS AND AUDITORS'' REPORT
 
 M/s. Kantilal Patel & Co., the Chartered Accountants, the present
 Auditors of the Company retire at the conclusion of the forthcoming
 Annual General Meeting and being eligible, have offered themselves for
 re-appointment. They have furnished a Certificate to the effect that
 their proposed re-appointment, if made at the ensuing Annual General
 Meeting, will be within the limits specified under Section 224(1)(B) of
 the Companies Act, 1956.
 
 The Auditors'' report is not qualified and is self-explanatory and does
 not require any further clarifications.
 
 COST AUDITOR
 
 As per Order No. 52/139/CAB/1998 dated 30/10/1998 of the Central
 Government, the Board of Directors of the Company had appointed M/s. N.
 D. Birla & Co., the Cost Accountants, A-3, Nirant Society, Ellisbridge,
 Ahmedabad (Membership No. 7907) as Cost Auditor for the Cotspin
 Division of the Company for the financial year 2011-12 at its meeting
 held on 27th May, 2011. Cost Audit Report in terms of provisions of
 Section 233B(4) of the Companies Act, 1956 read with the Cost Audit
 (Report) Rules, 2011 will be filed with the Central Government within
 180 days from the close of financial year ended on 31.03.2012.
 
 As per Order No. 52/26/CAB/2010 dated 02/05/2011 of the Central
 Government, the Board of Directors of the Company had appointed M/s. N.
 D. Birla & Co., the Cost Accountants, A-3, Nirant Society, Ellisbridge,
 Ahmedabad (Membership No. 7907) as Cost Auditor for the Bulk Drugs
 Product of the Company for the financial year 2011-12 at its meeting
 held on 11th August, 2011. Cost Audit Report in terms of provisions of
 Section 233B(4) of the Companies Act, 1956 read with the Cost Audit
 (Report) Rules, 2011 will be filed with the Central Government within
 180 days from the close of financial year ended on 31.03.2012.
 
 The Members may further note that as per General Circular no. 15/2011
 dated 11/04/2011 issued by the Ministry of Corporate Affairs, the Board
 of Directors of the Company at its meeting held on 19th May, 2012 have
 re-appointed M/s. N. D. Birla & Co., as Cost Auditor for the Cotspin
 Division & Bulk Drugs Division of the Company for the financial year
 2012-13.
 
 Further, as per Order No. 52/26/CAB/2010 dated 24/01/2012 of the
 Central Government, the Board of Directors of the Company at its
 meeting held on 19th May, 2012 has appointed M/s. Rajendra Patel &
 Associates, the Cost Accountants, Sector -4, Suncity, Bopal, Ahmedabad
 (Membership No. 29021) as Cost Auditor for the Product Edible Oils of
 the Company for the financial year 2012-13.  
 
 HUMAN RESOURCES AND INDUSTRIAL RELATIONS
 
 The Industrial Relations of the Company with its personnel has
 continued to be cordial and amicable. Your Directors acknowledge and
 appreciate the efforts and dedication of employees to the Company. Your
 Directors wish to place on record the co-operation received from the
 Staff and workers at all levels and at all units.
 
 OTHER DISCLOSURE OF INFORMATION AS PER LISTING AGREEMENT ENTERED WITH
 STOCK EXCHANGES Listing
 
 At present, Equity Shares of the Company are listed on Bombay Stock
 Exchange Limited and National Stock Exchange of India Limited. The
 Company has paid annual Listing fees for the financial year 2012-2013
 to respective Stock Exchanges. Equity Shares of the Company stands
 delisted from Ahmedabad Stock Exchange Ltd. w.e.f. 8th June, 2011.
 
 Dematerialisation
 
 The Equity Shares of the Company are under compulsory demat from 24th
 July, 2000. The Company has already entered into agreement with Central
 Depository Services (India) Limited (CDSL) and National Securities
 Depository Limited (NSDL) and ISIN No.  INE036B01022 has been allotted
 to the Company for sub-divided Equity Shares of Rs. 2/- each.
 
 CORPORATE SOCIAL RESPONSIBILITY
 
 The function of Corporate Social Responsibility has been actively
 pursued during the year. During the year, the Company has undertaken
 directly and indirectly various initiatives contributing to the
 environment including reduced waste generation, improved waste
 management, implementing environmental plan through power generation,
 utilizing bio waste etc. The Company also developed comprehensive plan
 for carrying out activities focusing on education, health programmes
 and skill development and supporting various community development
 projects in locations, where the Company operates. The Company has
 consistently demonstrated its commitment to have positive relations
 with communities around the Company''s Plants.
 
 ENHANCING SHAREHOLDERS VALUE
 
 The Company accords top priority for creating and enhancing
 Shareholders value. All the Company''s operations are guided and aligned
 towards maximizing Shareholders value.
 
 APPRECIATION & ACKNOWLEDGEMENT
 
 Your Directors are pleased to record their appreciation & acknowledge
 the continuous support of Banks, Departments of Central Government &
 State Government, Office of the Industries Commissioner, Office of the
 Development Commissioner, GEDA, Other Government Departments, Members,
 Esteemed Customers and Suppliers and dedicated staff for their
 continuous co-operation and contribution to the growth of the Company.
 
                           For and on behalf of the Board of Directors
 
 Place : Ahmedabad
 
 Date : 21st July, 2012                              Vijay Kumar Gupta
 
                                        Chairman and Managing Director