The Members,
 
 Gujarat Ambuja Exports Limited
 
 The Directors have pleasure in presenting 20th Annual Report of the
 Company together with the Audited Statements of Accounts for the year
 ended 31st March, 2011.
 
 FINANCIAL HIGHLIGHTS
 
 The summary of the financial results is given below:   (Rs. in Crores)
 
                                                       STANDALONE
 
 PARTICULARS                                        2010-11    2009-10
 
 NET TURNOVER & OTHER INCOME                        1953.78    1414.64
 
 (INCLUDING EXPORTS- FOB VALUE)                      547.24     412.92
 
 PROFIT BEFORE INTEREST, DEPRECIATION AND TAXES      155.12     117.50
 
 LESS:
 
 INTEREST & FINANCE CHARGES                           10.95       8.74
 
 DEPRECIATION                                         29.23      27.91
 
 PROVISION FOR TAXATION (INCL.DEFERED TAX)            25.38      30.09
 
 ADD : PRIOR PERIOD ITEMS                              4.54       9.26
 
 NET PROFIT FOR THE YEAR                              94.10      60.02
 
 ADD: BALANCE OF PROFIT CARRIED FORWARD              239.70     190.70
 
 TOTAL PROFIT AVAILABLE FOR APPROPRIATION            333.80     250.72 
 
 APPROPRIATED AS UNDER
 
 INTERIM DIVIDEND                                      8.30       5.53
 
 DIVIDEND DISTRIBUTION TAX ON INTERIM DIVIDEND         1.38       0.94
 
 TRANSFER TO GENERAL RESERVE                          10.00       4.55
 
 TOTAL APPROPRIATION                                  19.68      11.02
 
 BALANCE CARRIED TO BALANCE SHEET                    314.12     239.70
 
 SILVER JUBILEE YEAR OF GUJARAT AMBUJA GROUP SINCE ITS INCEPTION
 
 The Gujarat Ambuja Group entered into 25 years of its successful
 operation during the year under review since its inception.  During the
 journey of last 24 years, the Group has withstood, survived and carved
 path of growth for itself by surmounting challenges, changes and
 hurdles. In this journey of last 24 years, the Group strived to achieve
 par excellence in all spheres of business, operations, management and
 corporate governance.
 
 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. 2010-11 (20% p.a. based on
 performance of the Company and 10% p.a. on account of Silver Jubilee
 year of Group inception) at its meeting held on 1st February, 2011 and
 the same had been paid to eligible members and/or beneficial owners.
 
 The total cash outflow for dividend during the year was Rs. 967.98 lacs
 (P.Y. Rs. 647.46 lacs) including dividend distribution tax of Rs. 137.87
 lacs (P.Y. Rs. 94.05 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 2010-11. The members are requested to approve the
 interim dividend for F.Y. 2010-11 as final dividend.
 
 TRANSFER TO RESERVES
 
 The Company proposes to transfer Rs. 1000 lacs to the General Reserve out
 of the total amount available for appropriations and an amount of
 Rs.31412.23 lacs is proposed to be carried forward to Balance sheet.
 
 BUSINESS OPERATIONS
 
 A.  Operational Performance
 
 The Company recorded a turnover of Rs.1949 crores as compared to Rs.1408
 crores during the previous financial year registering growth of more
 than 38 % compared to previous financial year. Export sales (F.O.B.
 Value) for the year 2010- 11 was Rs. 547.24 crores as compared to Rs.
 412.92 crores for the year 2009-10. In respect of operating & cash
 profits, the Company has preformed on better scales as compared to
 previous financial year. The Company achieved Earning before Interest,
 Depreciation and Tax (EBIDTA) ofRs. 155.12 crores for the year 2010-11
 against that of Rs. 117.50 crores for the year 2009-10 i.e. an increase
 of 32%.
 
 The Cash Profit, Profit after tax and EPS for the year remained Rs.144.17
 crores, Rs.94.10 crores and Rs.6.80 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 2010-11
 
 The Board of Directors is glad to inform that the Company successfully
 completed projects of generating power from Bio Gas for its Corn
 processing units at Himatnagar & Sitarganj. The Company has installed
 Bio Gas Engine at both the units for power generation. This initiative
 also takes care of carbon reduction and environmental friendly approach
 of the Company. The project is forward integration of the Bio Gas
 generation from the Corn processing effluent. With the success of these
 projects, the Company has put additional infrastructure for the bio gas
 generation at both the units. The generation of additional bio gas has
 already begun in F.Y. 2010-11 and the Company is also putting engine at
 each unit for forward integration of bio gas into power in the current
 F.Y. Such projects are capital incentive and their sustainability is
 based on CDM/ VCS revenue from such project.  Other than above, the
 Company has made further investment at existing units of all segments
 for new plant and machinery, upgrading the technology and revamping the
 existing production facilities to increase the productivity and yield.
 During the year under report, new fixed assets totaling Rs. 29.62 Crores
 were bought.  Above all, the Company is now expanding its geographical
 presence in India by setting up a new 750 TPD Corn Processing Unit at
 Haveri District in the state of Karnataka. The total outlay is about
 Rs.125 Crores and the project is expected to commence commercial
 production by end of December, 2011.  The project is in the close
 proximity to Corn growing areas of Andhra Pradesh and Karnataka. It is
 also in the close proximity to South East and South West ports of India
 and this would help the Company to cater the global market of the
 respective regions.
 
 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 27th May, 2011 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 Company is filing an application for delisting of its equity shares
 from Ahmedabad Stock Exchange Ltd. pursuant to resolution passed by the
 Board of Directors of the Company at its meeting held on 27th May,
 2011. Equity shares of the Company are currently not being traded at
 the floor of Ahmedabad Stock Exchange Ltd. However, the equity shares
 will continue to trade on the floor of National Stock Exchange of India
 Ltd. and Bombay Stock Exchange Ltd., which have nationwide trading
 terminals and investors can conveniently trade equity shares of the
 Company at the said stock exchanges.
 
 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. Ashok C. Gandhi,
 Mrs. Sulochana V. Gupta and Mr. Sandeep N. Agrawal, the Directors of
 the Company are liable to retire by rotation and being eligible, have
 offered themselves for re-appointment.
 
 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, 2011 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, 2011 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 Balance-sheet Abstract & Company''s General
 Business Profile apart from 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.
 Mahavir Jain & Associates, the Cost Accountants, 120, Heera Panna
 Market, Gandhinagar, Bhilwara, Rajasthan (Membership No. 23060) as Cost
 Auditor for the Cotspin Division of the Company for the financial year
 2010-11 at its meeting held on 26th April, 2010. The Company received
 approval of appointment from the Central Government vide its letter
 dated 26th May, 2010. Cost Audit Report in terms of provisions of
 Section 233B(4) of the Companies Act, 1956 read with the Cost Audit
 (Report) Rules, 2001 will be filed with the Central Government within
 180 days from the close of financial year ending on 31.03.2011. 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 27th May, 2011 has
 appointed M/s. N. D. Birla & Co., as Cost Auditor for the Cotspin
 Division of the Company for the financial year 2011-12.
 
 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 Ahmedabad Stock
 Exchange Limited, Bombay Stock Exchange Limited and National Stock
 Exchange of India Limited. The Company has paid annual Listing fees for
 the financial year 2011-2012 to respective Stock Exchanges. The Company
 is seeking delisting of its Equity Shares from Ahmedabad Stock Exchange
 pursuant to decision of the Board of Directors of the Company.
 
 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. As a part of celebrations
 of Silver Jubilee Year of Gujarat Ambuja Group inception, the Company
 organized various events like Blood donation Camps, Tree Plantation,
 etc. as the steps towards Corporate Social responsibility.
 
 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 : May 27, 2011                                 Vijay Kumar Gupta
 
                                          Chairman & Managing Director