The Directors are pleased to present the 29th annual report of the
 Company and audited statement of accounts for the year ended
 31st March,2011.
 
 FINANCIAL RESULTS
 
 The financial performance of the Company for the year ended 31stMarch,
 2011 is summarised below:
 
                                                        (Rs. in lacs)
 
                                                 2010-2011  2009-2010
 
 Profit before interest and depreciation         7141.41    876.88 
 Less: Interest &financial expenses              1635.00    101.63 
 Cash profit before tax 5506.41 775.25
 Less: Depreciation                              666.16     702.86 
          Misc. expenses written off             -          0.56
          Prior period adjustments               190.57     35.02 
 
 Profit before taxation                          4649.68    36.81 
 Less: Provision for taxation 
 (incl. deferred tax)                            1499.86    (61.19)
 Short provision for taxation-earlier 
 years                                           7.00       17.32 
 
 Prof it after taxation                          3142.82    80.68 
 Add: Transfer from Capital Subsidy              2.83       2.83 
 Net Profit                                      3145.65    83.51 
 Add: Profit brought forward from previous 
 year                                            2156.61    2309.27 
 Amount available for appropriations             5302.26    2392.78
 Less: Transfer to- General reserve              1000.00    100.00 
 Proposed dividend                               232.77     116.39 
 Corporate tax on dividend                       37.76      19.78 
 
 Balance carried forward to Balance Sheet        4031.73   2156.61
 
 REVIEW OF OPERATIONS Fertilizer & Chemicals Division:
 
 The introduction of the Nutrient-Based Subsidy (NBS) policy of the
 Government of India w.e.f. 1st May, 2011 is a welcome step. Pursuant to
 the NBS Policy, Company expects healthy growth in the demand for
 fertilizers, especially SSP, complex fertilizers & customized
 fertilizers, on the back of promotion of a more balanced nutrient consumption.
 The Single Super Phosphate fertilizer is a generic customized
 fertilizer containing sulphur, calcium & other micro nutrients besides
 phosphate.
 
 The Nutrient Base Subsidy (NBS) is a long term positive for Fertilizer
 Industry with free market mechanism encouraging more interaction
 between producers and farmers for efficient use of fertilizer for
 better agricultural output.
 
 We are confident that in a rational subsidy scheme, the SSP industry
 shall benefit the most resulting in higher availability of this
 generic customized fertilizer for Indian farmers at competitive prices 
 with no extra cost to exchequer.
 
 During the year 2010-11, the Company produced 433393 MT
 (previous year 332543 MT) Single Super Phosphate and sold 451067
 MT (previous year 244520 MT) which was highest ever production
 and sales by the Company.
 
 The Companys net profit (after tax) for the year is Rs. 3145.65 Lacs,
 which is not only highest but also exceeds the total of last 4 years,
 despite not so good performance of the Soya Division.
 
 The Company is determined to perform better in the current year and
 achieve a higher capacity utilization.
 Soya Division:
 
 The Company is continuing with its cautious approach while
 considering speculative fluctuations in the market and negligible
 upfront crushing margin. The Company is adequately leveraging its
 position by hedging its inventories to counter the high volatility.
 During the year, the Company has crushed 42541 MT (previous year
 12135 MT) Soybean seed including 10551 MT (previous year NIL)
 through Job work basis
 
 DIVIDEND
 
 The Board of Directors is pleased to recommend final dividend of
 Rs.2.40 per equity share for the year 2010-2011 as compared to
 Rs. 1.20 per equity share paid in the previous year.
 CAPITAL RESTRUCTURING
 The Board subject to necessary approval and amendment to
 Memorandum and Article of Association of the Company recommend
 split of its shares from Rs. 10/- ((Rupees Ten) per share to Rs. 1/-
 (Rupee one) per share. This will increase the liquidity of the shares
 in the market.
 
 PROJECTS & FINANCE
 
 The Company has acquired manufacturing facilities of SSP and
 Sulphuric Acid from M/s Jairam Phosphates Ltd., at Rajnandgaon
 (Chhattisgarh) during the year for production of upto 66,000 I PA of
 SSP Fertiliser and 49,500 TPAof Sulphuric Acid.  The operations of the
 plant commenced in March, 2011.  The acquisition was funded by a term
 loan of Rs. 1000 lacs and with internal accruals.
 
 Further, the SSP Project for 2,00,000 TPA at Dahej (Gujarat) has
 received the much awaited statutory environmental clearance and civil
 work is being started shortly. The Company expects to start production
 in the current financial year. The project cost of Rs. 3000-3500 lacs
 shall be financed through internal accruals and term loans.  The
 Company had completed erection of LABSA (Linear Alkylbenzene Sulfonic
 Acid) plant at Nimrani which shall be commissioned shortly.  This shall
 enable utilization of the waste products of the acid plant.  HDFC Bank
 Limited & Corporation Bank have become part of our banking consortium
 after merging of State Bank of Indore with State Bankoflndia.  FIXED
 DEPOSITS
 
 The Company has not accepted any deposits from the public during the
 year under review, pursuant to the provisions of Section 58A of the
 Companies Act, 1956 and the Deposit Rules.  
 
 AUDITORS & AUDIT REPORT
 
 S. S. Kothari Mehta & Co., Chartered Accountants, New Delhi,
 Statutory Auditors of the Company retire at the conclusion of ensuing
 annual general meeting and being eligible, offer themselves for re-
 appointment. The Company has received a certificate from them to the
 effect that their re-appointment as Statutory Auditors of the Company,
 if made, would be within the limit prescribed u/s 224 (1) of the
 Companies Act, 1956 and also received peer review certificate issued by
 the ICAI Peer Review Board, as required under Clause 49 of listing
 agreement.
 
 All notes on accounts referred to and the Auditors Report are self-
 explanatory and therefore do not call for any explanatory note.  COST
 AUDIT
 
 The Board of Directors, in pursuance of an order under section 233B of
 the Companies Act, 1956, issued by the Central Government, has
 appointed M/s. M. P. Turakhia & Associates, Cost Accountants, Indore as
 Cost Auditors to conduct audit of the cost accounts maintained by the
 Company in respect of Fertilizer and Sulphuric Acid products for the
 financial year 2011-2012.
 
 CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION Information required
 under section 217(1)(e) of the Companies Act, 1956 read with the
 Companies (Disclosure of Particulars in the Report of Board of
 Directors) Rules, 1988 is annexed in Form-A and forms part of the
 report.
 
 Your Directors are of the opinion that the Company has already opted
 for latest technology for producing Single Super Phosphate, Sulphuric
 Acid, and Seed Processing & Oil Refinery.  Hence, information specified
 to be given in Form-B is not applicable.  FOREIGN EXCHANGE EARNING AND
 OUTGO The Company has earned Rs. 85.34 lacs on export of goods
 (Previous year Rs.  NIL) and incurred Rs.  9481.97 lacs (Previous year
 Rs. 10151.76 lacs) on import of Raw Materials, Capital Goods, Fees &
 Subscription and Interest on Foreign Currency Loan.  DIRECTORS
 
 Shri Shailesh Khaitan, Chairman & Managing Director has been re-
 elected on the Board of Fertilizer Association of India and is Chairman
 of SSP Advisory Committee. The Board appreciates his efforts and
 valuable contribution to SSP industry which has brought SSP industry at
 par with other Fertilizers.
 
 Shri Vijay Gupta was appointed as an additional director of the Company
 w.e.f 18th May, 2011 and will hold office up to the date of the ensuing
 Annual General Meeting and being eligible offers himself for
 re-election. Board greeted the new director.  In accordance with the
 provisions of the Companies Act, 1956 and the
 
 Articles of Association of the Company, Shri J.L. Jajoo, the director
 of
 the Company is due to retire at forthcoming Annual General Meeting,
 and being eligible, has offered himself for re-appointment.
 Particulars of the directors seeking re-appointment are provided in the
 notes forming part of the notice for the ensuing Annual General
 Meeting, as required under Clause 49 of the listing agreement with the
 stock exchange.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 In terms of Section 217 (2AA) of the Companies (Amendment) Act,
 2000, your Directors confirm that:
 
 1.  in the preparation of the annual accounts, the applicable
 accounting standards have been followed along with proper explanation
 relating to material departures;
 
 2.  they 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 the 31* March, 2011 and of the Profit of the Company for
 that period;
 
 3.  they 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;
 
 4.  they have prepared the annual accounts on a going concern basis.
 
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 The Management Discussion and Analysis Report forming part of
 Directors Report for the year under review, in accordance with
 Clause 49 of the listing agreement with stock exchanges, is given in
 
 Annexure-B.
 
 CORPORATE GOVERNANCE
 
 The Company attaches considerable significance to good Corporate
 Governance as an important step towards building investors
 confidence, improve investors protection and maximizing long-term
 
 shareholders value. Pursuant to Clause 49 of the Listing Agreement
 with the Stock Exchange, a Compliance Report on Corporate
 Governance and Auditors Certificate regarding compliance of
 conditions of Corporate Governance is given in Annexure - C.
 
 LISTING OF SHARES
 Shares of the Company are listed on The Bombay Stock Exchange
 (BSE), which provides wider access to the investor nationwide.
 
 The Company has made all the compliances of Listing Agreement
 including payment of annual listing fees up to 31st March, 2011 to the
 BSE.
 
 PARTICULARS OF EMPLOYEES
 
 Information as per the requirement of Section 217(2A) of the
 Companies Act, 1956 is given in Annexure-A.
 
 ACKNOWLEDGEMENT
 
 The Board of Directors, would like to record their sincere appreciation
 for the support and co-operation that your Company received from the
 State Bank of India, IDBI Bank Limited, Corporation Bank and HDFC
 Bank Limited, various departments/ agencies of Central/State Govt.,
 Members, Customers, Suppliers, Employees and other business
 associates of the Company.
 
                                                 for and on behalf of 
                                                 the Board
 
 
                                                 (SHAILESH KHAITAN)
 
                                                 CHAIRMAN & 
                                                 MANAGING DIRECTOR
       
 Place: New Delhi 
 Date: 18.05.2011