The Directors are pleased to present the Twenty Eighth Annual Report
 together with the Audited Accounts of the Company for the year ended
 31st March, 2012.
 
 Financial Results
 
 (Amount in Rs. lacs except earnings per share)
                                               Year ended   Year ended
                                               31.03.2012   31.03.2011
 
 Sales and Other Income                           258,439      163,812
 
 Profit before Depreciation,                       22,537       10,538 
 Exceptional Item and Tax
 
 Depreciation                                       7,753        6,862
 
 Exceptional Item                                    (904)        Nil
 
 Profit before Tax                                 15,688        3,676
 
 Provision for Tax                                 (5,229)      (1,114)
 
 Net Profit                                        10,459        2,562
 
 Earning per share                                  37.51         9.19
 
 Dividend
 
 Your Directors are pleased to recommend a dividend of Rs. 3.00 (Rupees
 Three only) per equity share. The outgo on dividend will be Rs. 972.18
 lacs including tax on dividend.
 
 Performance
 
 During the year under review, the growth in Profit was possible as a
 result of increased production and productivity, higher sales
 realization, better Cost management and operational efficiencies.
 
 Ethylene Oxide Derivatives (EOD) business has witnessed improvement in
 profitability due to higher prices of Ethylene and Ethylene Oxide in
 the world markets. Improved capacity utilization has resulted in better
 cost Management. Company has also diversified towards production of
 Natural gums products, which has witnessed higher export prices
 realization and resultant high profit margins.
 
 Sales and other income for the year under review has been Rs. 2,58,439
 Lacs as compared to Rs. 1,63,812 Lacs last year showing an increase by
 58% vis a vis last year.  Profit before depreciation, exceptional item
 and tax for the year was Rs. 22,537 Lacs as compared to Rs. 10,538 Lacs
 last year showing an increase by 114%. The net profit after tax for the
 year was Rs. 10,459 Lacs as compared to Net Profit of Rs. 2,562 Lacs last
 year showing an increase by 308%.
 
 The borrowing cost has increased to Rs. 11,320 lacs as compared to Rs.
 9,152 lacs last year, due to increase in the borrowings as well as
 increase in the overall interest rates by all the banks.
 
 During the year, your Company produced 200616 MT of Chemicals compared
 to 190546 MT last year. The Company has produced 105898 KBL of Ethyl
 Alcohol at Kashipur and Gorakhpur distillery and has produced 891 lacs
 PET Bottle for the Potable Alcohol plant at Gorakhpur.
 
 Company has set up two 45 TPH SLOP boilers, one at Kashipur and other
 one at Gorakhpur for fuel saving and for treatment of effluent.
 
 Company has also expanded Guar Gum plant capacity to meet huge demand
 of Guar oil field derivatives in international market.
 
 Marketing
 
 The Company is the largest manufacturer of Bio-MEG in the world made
 out of agriculture feedstock i.e. Molasses and Ethanol. Bio-MEG has an
 application, apart from other products, in PET bottles, which is used
 for packaging of beverage products. Sale in the Chemical segment has
 marginally decreased to 191265 MT compared to 193597 MT last year.
 
 The performance of Natural Gums Division under the Chemical Segment had
 been overwhelming during the year under review. The Natural Gums
 products had been in high demand through the year and the same momentum
 is expected in coming years too. Your company has carved a niche in
 world market and now is known as a consistent quality manufacturer. In
 order to tap potential and opportunities, your company has undertaken a
 plan for expansion of production capacity of Natural Gums Division.
 With the increased capacities, your company will position itself in
 world market as one of the largest producer of guar gum powder. The
 existing per month capacity is being expanded further and the expanded
 capacity will be operational by October 2012.
 
 Exports
 
 During the year under review, your Company has achieved total export
 turnover of Rs. 1,25,481 lacs as compared to Rs. 70,462 lacs last year.
 Your Company expects reasonable growth in the overall export sales in
 the current year. Company has been granted ''One Star Export House''
 status by Government of India.
 
 Ethyl Alcohol (Potable) & Extra Natural Alcohol
 
 During the year, your Company registered total sales of Rs. 50,168 Lacs
 compared to Rs. 34,147 Lacs last year in the Ethyl Alcohol (Potable)
 division. During the year thrust was given on the export of high
 quality Extra Neutral Alcohol (ENA). The export turnover of Extra
 Neutral Alcohol (ENA) increased to Rs. 10,281 Lac during the year
 2011-2012 as compared to Rs. 8,232 Lacs during the year 2010-11,
 registering an increase of 25% over the previous year. The Company was
 awarded Grand Gold Award for the second consecutive year from MONDE
 SELECTION, Belgium for its high quality of Extra Neutral Alcohol.
 
 Company has the most modern captive distillery in Asia and is having
 license for operations in and sale of Country Liquor and Indian Made
 Foreign Liquor (IMFL) in the States of Uttar Pradesh and Uttarakhand.
 During the year, IMFL brands of the Company have been supplied to
 Canteen Stores Department (CSD) of Indian Defence Forces.
 
 Company has a tie-up with Bacardi for bottling of their products at our
 Kashipur bottling unit.
 
 Company is in process of introducing its IMFL brands in the higher
 range market and extensive brand building program shall be introduced
 in the current financial year.
 
 Ennature Bio-Pharma Division (100% Export Oriented Undertaking)
 
 Company has a 100% Export Oriented Unit (100% EOU) by the name of
 Ennature Bio-pharma division. The unit has established Supercritical
 Fluid Extraction- CO2 and solvent extraction facility at Dehradun. The
 unit is GMP ISO 9001, ISO22000, HACCP, Kosher and Halal certified.
 Unit at Dehradun has started production and R&D center duly recognized
 by Ministry of Science & Technology Government of India is working
 vigorously on the process of stabilizing and developing various
 Phytophar maceutical and Nutraceutical products for the developed
 markets.
 
 Company during the year developed Indian grown health supplements for
 the developed market with Zero residual solvents by SCF-CO2 technology.
 These products have given stupendous boost to the growth of the
 business of Bio-Pharma. During the year, Company has become a qualified
 supplier to many large conglomerates worldwide for natural colors,
 nutraceuticals, health supplements and plant based Active
 Pharmaceuticals Ingredients (APIs). Company has established its name as
 a quality manufacturer and supplier with stringent QC and QA controls
 in place.
 
 During the year, your Company registered total sales of Rs. 3,638 lacs as
 compared to Rs. 1,538 lacs last year in the Ennature Bio-Pharma Division.
 The Company has major thrust and focus on new Phytochemicals, which
 company is envisaging to launch.
 
 Industrial Gases
 
 The Company has an Industrial Gases division producing Oxygen, Nitrogen
 and Argon with an overall capacity of 13,460 NM3/h. During the year
 under review, Company produced approximately 651 lacs NM3 of Oxygen and
 228 lacs NM3 of Nitrogen. Both Oxygen and Nitrogen were successfully
 marketed and also used for own requirement. Industrial gases division
 also produced 16 lacs NM3 of Argon.
 
 The Industrial Gases division has also produced food and industrial
 grade liquid Carbon Di-oxide (CO2) at Kashipur Plant having capacities
 of 160 MT/day each, to meet growing demand in the domestic market.
 Company has produced 45296 MT of Carbon Di-oxide (CO2).  During the
 year, Industrial Gases segment registered total sales of Rs. 3,144 lacs
 compared to Rs. 2,941 lacs last year.
 
 Joint Venture for Private Freight Terminal (PFT)
 
 The Company is setting up a Private Freight Terminal (PFT) under a
 joint venture with Fourcee Infrastructure Equipments Pvt. Ltd. for
 providing railways-based logistics services and other facilities at
 Kashipur, Uttarakhand, as provided under extant guidelines of the
 Indian Railways. The facility is coming up at the area adjacent to the
 existing plant of Company at Kashipur.
 
 The Parties have entered into a Joint Venture Agreement to co-operate
 and partner with each other for the purpose of setting-up, operating
 and managing the said Private Freight Terminal (PFT) in order to
 provide multi-modal logistics solutions to our Company and external
 customers and enhance its service delivery capacity. With the
 commissioning of this facility, logistics movement for both inbound and
 outbound cargo would become more dependable, reliable, economical,
 would also ensure on-time delivery of goods and enable better inventory
 management.
 
 Expansion/Modernization/Diversification Plans
 
 The Company is actively pursuing growth opportunities and looking at
 areas to reduce its cost of production.  Company is also evaluating
 plans to further expand its Ethoxylates capacity to improve its product
 mix and also considering the setting up of a Power Plant to reduce its
 dependence on external power. Company is also installing additional EO
 reactor to enhance the EO catalyst life and to have maximum production
 throughout the life of the catalyst.
 
 Company is also installing another SLOP fired boiler at Kashipur, which
 will provide additional coal saving. In addition, the Company is
 actively pursuing expansion opportunities for its business other than
 Chemicals.
 
 The Company is setting up 10 ton biomass/day capacity pilot plant to
 convert lignocelluloses agricultural waste biomass to ethanol by using
 the bench-scale process developed at DBT-ICT Centre for energy
 Bio-Sciences, Mumbai. The Pilot Plant will use agricultural non-fodder
 lignocelluloses waste (i.e. Rice Straw, Wheat Straw & Bagasse) as
 feedstock to manufacture ethanol. The plant will aim at solving
 technical roadblocks in Lignocelluloses ethanol Technology in order to
 improve the overall situation with regard to alcohol availability. The
 plant is being set-up with the Department of Bio-Technology aid/ loan.
 
 Finance
 
 During the year under review, Company has raised Term Loans of Rs. 2533
 million and repaid total loans of Rs. 1953 million.
 
 The Company has been regular in meeting its obligations towards payment
 of principal/interest to Financial Institutions
 /Banks/Debenture holders/Fixed Deposit holders.
 
 Listing of Securities
 
 The shares of the Company shall continue to be traded at the Bombay
 Stock Exchange and the National Stock Exchange.
 
 Subsidiary Companies
 
 The Company is having controlling stake in Shakumbari Sugar & Allied
 Industries Limited (SSAIL), which operates a sugar manufacturing plant
 in the state of Uttar Pradesh with a crushing capacity of 5500 tonnes
 per day (TCD) along with a modern distillery of 60 KL per day (KLPD)
 producing high quality rectified spirit and an internal bagasse fired
 co-generation plant of 11.4 MW catering to the captive power needs of
 the sugar and distillery units.
 
 The Company has completed first phase of expansion plan and the
 capacity of sugar manufacturing plant has been enhanced from 3200 TCD
 to 5500 TCD and co- generation plant capacity has been enhanced from 3
 MW to 10.4 MW of power generation.
 
 The net worth of Shakumbari Sugar and Allied Industries Limited (SSAIL)
 has been completely eroded as on 31st March, 2012, therefore, reference
 report under the provisions of Section 15 of the Sick Industrial
 Companies (Special Provision) Act, 1985 has been filed before BIFR.
 
 Company has a 100% subsidiary in Singapore to augment its activities in
 South Eastern region & help the marketing of products from Chemical
 Plant, Natural Gums Plant and Supercritical Fluid Extraction facility
 to large buyers in US, Europe and South East Asia.
 
 Your Company has three subsidiary companies, i.e.  Shakumbari Sugar &
 Allied Industries Limited (SSAIL), IGL Finance Limited and IGL CHEM
 International Pte.  Ltd. The Ministry of Corporate Affairs, Government
 of India, vide General Circular dated 8th February 2011 and 21st
 February 2011 has granted a general exemption from compliance with
 section 212 of the Companies Act, 1956, subject to fulfillment of
 conditions stipulated in the circular for non-inclusion of Subsidiary
 Companies'' Annual Report with the Annual Report of the Holding
 Company. The Company has satisfied the conditions stipulated in the
 circular and hence have availed the exemption. Necessary information
 relating to the subsidiaries has been included in the Consolidated
 Financial Statements.
 
 The Company undertakes that annual accounts of the subsidiary companies
 and the related detailed information shall be made available to
 shareholders of the Company and subsidiary companies seeking such
 information at any point of time. The annual accounts of the subsidiary
 companies shall also be kept for inspection by any shareholders in the
 head office of the company and of the subsidiary companies concerned.
 The Company shall furnish a hard copy of details of accounts of
 subsidiaries to any shareholder on demand.
 
 Fixed Deposit
 
 The amount of Fixed Deposit held as on 31st March, 2012 was Rs. 9.00
 lacs. There are no overdue deposits except unclaimed deposits amounting
 to Rs. 9.13 lacs.
 
 Directors
 
 Shri R.C. Misra, Shri Autar Krishna and Shri Jitender BalaKrishnan,
 Directors of the Company, retiring by rotation and being eligible,
 offer themselves for reappointment. Your Directors recommend the
 reappointment of retiring Directors for your approval.
 
 Directors'' Responsibility Statement
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
 confirm that:
 
 - in the preparation of the annual accounts, the applicable
 accounting standards have been followed along with proper explanation
 relating to material departures;
 
 - appropriate accounting policies have been selected and applied
 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 at the end of the financial year ended 31st March, 2012 and
 of the profit and loss of the Company for that period;
 
 - 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;
 
 - the annual accounts have been prepared on a going concern basis.
 
 Management Discussion and Analysis
 
 A separate report is appended herewith.
 
 Corporate Governance
 
 The Board of Directors supports the broad principles of Corporate
 Governance. The report on Corporate Governance as stipulated in clause
 49, as amended, of the listing agreement with the stock exchanges for
 the year ended 31st March, 2012 and Auditor''s Certificate on Corporate
 Governance are appended herewith.
 
 Auditors & Audit Report
 
 The Auditors, M/s. Lodha & Co., Chartered Accountants, retiring at the
 ensuing Annual General Meeting and offer themselves for reappointment.
 They have confirmed that they are eligible under Section 224(1B) of the
 Companies Act, 1956 for reappointment.
 
 The Auditors in their Audit Report have invited the attention of the
 Shareholders towards non provisioning by the Company against the
 investment in its subsidiary Company, Shakumbari Sugar & Allied
 Industries Limited (SSAIL) amounting to Rs. 5,427.50 lacs and loans
 amounting to Rs. 1,546.67 lacs. The Company has already provided its
 clarification as contained in the note no.34
 
 (ii) & (iii) i.e. considering the intrinsic value of the assets of
 SSAIL & long term nature of the investment, the management is confident
 of the recoverability/reliability of the value of Investment and
 loans provided to SSAIL, therefore, no provision in the opinion of the
 Management at this stage is considered necessary.
 
 Environment, Energy Conservation, Technology Absorpition, etc.
 
 The Company is working actively on various projects efficiently,
 approaching and targeting towards Clean Development Mechanism (CDM) and
 reduction in GHG emissions.
 
 The Company has installed unique technology for converting distillery
 spentwash into fuel at both the plants viz. Kashipur and Gorakhpur.
 Through this technology, the spentwash is concentrated through five
 effect evaporator. The concentrate is utilized as fuel to substitute
 coal in a specifically designed boiler. The high pressure steam so
 generated is passed through the turbine for power generation and low
 pressure steam after turbine is utilized in the plant for operation.
 Due to this the company is saving fossil fuel in terms of coal and
 substituting the essential power generation through DG sets.
 
 The Biomass based Cogeneration Project activity taken up by the Company
 at its Gorakhpur, U.P. plant is successfully registered under Clean
 Development Mechanism (CDM) project by United Nations Framework
 Convention on Climate Change (UNFCCC) for ten year fixed crediting
 period 16/12/2010 to 15/12/2020. Under the Clean Development Mechanism,
 emission-reduction (or emission removal) projects in developing
 countries can earn certified emission reduction credits. These saleable
 credits can be used by developed countries to meet a part of their
 emission reduction targets under the Kyoto Protocol.
 
 In accordance with the provisions of Section 217(1)(e) of the Companies
 Act, 1956 and the Companies (Disclosure of particulars in the Report of
 Board of Directors) Rules, 1988 the required information relating to
 Conservation of Energy, Technology Absorption and Foreign Exchange
 earnings and outgo is annexed hereto and forms part of this Report.
 
 Human Resources
 
 Your Directors wish to place on record their deep appreciation to
 employees at all levels for their all-round efforts, dedication,
 commitment and loyal services which helped in achieving satisfactory
 performance during the year.
 
 The required information as per Section 217(2A) of the Companies Act,
 1956 read with Companies (Particular of Employees) Rules, 1975, forms
 part of this report.  However, as per the provisions of Section
 219(1)(b) (iv) of the Companies Act, 1956, the report and accounts are
 being sent to all shareholders of the Company excluding the Statement
 of particulars of Employees under Section 217(2A) of the Act. Any
 shareholder interested in obtaining a copy of the said statement may
 write to the Company Secretary at Head Office of the Company.
 
 Corporate Social Responsibility
 
 Good governance demands adherence of social responsibility coupled with
 creation of value in the larger interest of the general public. Your
 Company, Directors and its dedicated employees continue to contribute
 towards society by several worthwhile causes. Your Company aims to
 enhance the quality of life of the community in general and has a
 strong sense of social responsibility.
 
 The range of following Corporate Social activities begins in and around
 Kashipur (Uttarakhand):
 
 1.  organizing regular Medical camps (three days a week) so that
 villagers get medical assistance free of cost;
 
 2.  organizing blood donation camps;
 
 3.  facilitating plantation of trees for better environment;
 
 4.  facilitating in constructing roads, bridges, drains and installing
 street lamps;
 
 5.  promoting schools in vicinity (Ajay Bhartia Saraswati Shisumandir
 Jr. High School Kashipur);
 
 6.  providing furniture and financial assistance for renovation of
 Community School at village Barkhedi, Kashipur;
 
 7.  installed hand pumps for drinking water, which is benefitting
 nearby areas;
 
 8.  extended support to the victims of flood affected during Monsoon;
 
 9.  distributing of blankets to poor during winter;
 
 10.  providing financial assistance for promotion of sports and
 socio-cultural activities in the State of Uttarakhand;
 
 11.  supporting the local administration in fighting and managing fire
 accidents and other disasters taking place in the surrounding area of
 Plant;
 
 Your company has also installed hand pumps for drinking water in the
 nearby villages of Gorakhpur Distillery and Constructed a shed at
 village Kalesar for use as community center at Gorakhpur.
 
 Your Company is supporting a community school at Dwarka, New Delhi
 through Nirmal Bhartia Society for Education Promotion, and a
 charitable institution by making grants, School is now operational. The
 school is equipped with modern facilities and also has a good
 infrastructure. The school possess qualified and experienced faculties,
 which enable children to make a great future.
 
 Your Company extending educational and on-job training to the students
 of many professional Institutions and the professionals of many other
 Management and Engineering Institutions, which helps them to start a
 new beginning for their future professional career.
 
 At the end your Company constantly strive hard to serve the society by
 implementing such other policies which benefited people at large.
 
 Acknowledgement
 
 Your Directors place on record their deep appreciation of the support
 given by the Central Government, States of Uttarakhand and Uttar
 Pradesh, Financial Institutions and banks and looks forward to their
 continued support.
 
                                       for and on behalf of the Board
 
 Place : NOIDA,                                      U.P U.S. Bhartia
 
 Dated :25th July, 2012                Chairman and Managing Director