To the Shareholders,
 
 The Directors have pleasure in presenting their 61st Annual Report
 together with the audited accounts for the year ended 31st March,
 2011.
 
 FINANCIAL HIGHLIGHTS
  
                                                      (Rs. in Lacs)
 
                                              Year ended    Year ended
                                        31st March, 2011 31st March, 2010
 
 Net Sales                                       35826        41023
 
 Profit Before Taxes                              5029         5777
 
 Taxation                                          746         (395)
 
 Balance of Profit                                4283         5382
 
 Add: Balance brought forward from previous year  9519         6440
 
 AMOUNT AVAILABLE FOR APPROPRIATION              13802        11822
 
 APPROPRIATED AS UNDER:
 
 a.  Interim Dividend                              863          863
 
 b.  Tax on Interim Dividend                       143          147
 
 c.  Proposed Final Dividend                       863          647
 
 d.  Tax on proposed Final Dividend                140          108
 
 e.  Transfer to General Reserve                   428          538 
 
 Balance in Profit & Loss Account                11364         9519
 
                                                 13802        11822
 
 During the financial year under review, the net sales of the Company
 were Rs. 358.3 Crores as against Rs. 410.2 Crores in the financial year
 2009-10. Net sales for the financial year 2009-10 included sales of Rs.
 64.1 Crores for Butachlor and Alachlor business sold by the Company in
 the year 2007-08, the sales of which have been marginal during the
 financial year 2010-11.  These sales were made as a part of the
 manufacturing support agreed with the buyers of the said business at
 the time of sale.  Net sales for the financial year under review,
 excluding the impact of such sales of Butachlor and Alachlor as
 aforesaid, have grown marginally by over 3% as compared to the previous
 year.
 
 Profit before tax decreased by 13% to Rs. 50.3 Crores in the financial
 year 2010-11 from Rs. 57.8 Crores in the financial year 2009-10. The
 main r eason for the reduction in the pr ofit has been on account of
 diminution in the v alue of assets of the Company''s facility at Eluru,
 Andhra Pradesh as part of a plan to consolidate manufacturing
 operations in Hyderabad, Andhra
 
 Pradesh. In order to enhance operational savings, the Company decided
 to shift the seed processing and drying operations at Bellary,
 Karnataka and Eluru to Hyderabad. The relevant assets at Eluru and
 Bellar y have been shown under `Assets held for sale'' in the Company''s
 balance sheet. The said assets are valued at the lower of net book
 value and net realizable value in accordance with Accounting Standard
 10 - Accounting for Fixed Assets. Therefore, in case of assets at
 Eluru, the net realizable value has been lower by Rs. 12.17 Crores
 based on a letter of intent issued by the Company to a prospective
 buyer and the loss has been recognized in the Profit and Loss Account.
 In respect of fixed assets at Bellary, the management expects to obtain
 net realizable value higher than the net book value of the assets.
 Therefore, the fixed assets at Bellary are carried at net book value.
 Without this Rs. 12.17 Crores charge, the PBT would have been 8% higher
 than the previous year.
 
 Profit after tax decreased by 20% to Rs. 42 .8 Crores in the financial
 year 2010-11 from Rs. 53.8 Crores in the financial y ear 2009-10.
 Without restructuring impact, the PAT would have been 2% higher than
 the previous year.
 
 These results have been delivered despite the intense price pr essure
 on Roundup® glyphosate herbicides and the one-time write off in
 relation to diminution in value of assets described above.
 
 OPERATIONAL HIGHLIGHTS
 
 The Company''s seeds sales increased by 1% from Rs. 266.31 Crores in the
 financial year 2009-10 to Rs. 269.34 Crores in the financial year
 2010-11. The domestic trade business saw strong growth in net sales of
 8 %. However, there is a reduction in exports and bulk sale by 80% as a
 result of lower e xports to South East Asia. In order to sustain and
 gr ow the business, appropriate investments are being made in
 production, quality and breeding.
 
 The Company''s glyphosate sales increased by 20% from Rs. 73.99 Crores
 in the financial year 2009-10 to Rs. 88.70 Crores in the financial year
 2010-11 despite the pricing challenge which continues to exist in the
 glyphosate business. The C ompany''s product continues to garner a
 quality premium as compared to that of competitors. This business has
 seen robust growth in volumes of 30% on account of prolonged rains,
 increasing cost of labor for manual weeding and proactive customer
 related campaigns.
 
 DIVIDEND
 
 Your Directors had declared an interim dividend of Rs. 10/- (@ 100%)
 per equity share.
 
 Your Directors are pleased to recommend a final dividend of Rs. 10/- (@
 100%) per equity share for the year 2010-11.
 
 The total dividend for the year would be Rs. 20/- (@ 200%) per equity
 share including the proposed final dividend.
 
 CORPORATE GOVERNANCE
 
 A detailed report on the corporate governance system and practices of
 the Company forming part of this report is given as a separate section
 of the Annual Report.
 
 MANAGEMENT DISCUSSION AND ANALYSIS
 
 A management discussion and analysis on the business and oper ations of
 the Company forming part of this report is given as a separate section
 of the Annual Report.
 
 DIRECTORS
 
 The following changes occurred in the Board of Directors of the Company
 during the financial year:
 
 Mr. Amitabh Jaipuria was re-appointed as the Managing Director of the
 Company effective 1st November, 2010.
 
 Mr. H. C. Asher retires by rotation at the ensuing Annual General
 Meeting and, being eligible, offers himself for re-appointment.
 
 Mr. Sekhar Natar ajan retires by r otation at the ensuin g Annual Gener
 al Meeting and, bein g eligible, offers himself f or re-appointment.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 In compliance with Section 217(2AA) of the Companies Act, 1956 (the
 Act), your Directors, on the basis of information made available to
 them, confirm the following:
 
 a) In the preparation of the annual accounts, the applicable accounting
 standards have been followed;
 
 b) They have selected such accounting policies and applied them
 consistently and made judgements and estimates that are reasonable and
 prudent so as to give a true and fair view of the state of a fairs of
 the Company at the end of the financial year and of the profit or loss
 of the Company for that period;
 
 c) Proper and sufficient care has been taken for the maintenance of
 adequate accounting records in accordance with the provisions of the A
 ct, for safeguarding the assets of the C ompany and f or preventing and
 detecting fraud and other irregularities; and
 
 d) The annual accounts are prepared on a going concern basis.
 
 PERSONNEL
 
 The Company continues to maintain cordial r elationship with its
 workforce at all locations. C ontinuous upgradation of core skills,
 through training programs conducted by internal as well as external
 agencies, are an integral part of human resources development policy of
 the Company.
 
 Information as per Section 21 7(2A) of the Companies Act, 1956, read
 with the Companies (Particulars of Employees) Rules, 1975 as amended,
 is a vailable at the r egistered office of your Company. This is giv en
 in an anne xure which forms part of this report. However, in terms of
 Section 219(1)(b)(iv) of the Act, this report and accounts are being
 sent to the shareholders excluding this annexure. Any shareholder
 interested in obtaining this annexure may write to the Company
 Secretary at the registered office of the Company.
 
 AUDITORS
 
 M/s. Deloitte Haskins & Sells, C hartered Accountants, retire as
 auditor s of the C ompany at the ensuin g Annual Gener al Meeting and,
 being eligible, are proposed for re-appointment.
 
 COST AUDITORS
 
 The report of Mr . M. B. Ashtamker , Cost Accountant, in respect of
 audit of the cost a ccounts maintained in r espect of insecticides
 manufactured by the C ompany, for the financial y ear 2009-10 was
 submit ted to the C entral Government on 3rd June, 2010 within
 prescribed time. Mr. M. B. Ashtamker, Cost Accountant, was re-appointed
 as the Cost Auditor for the financial year 2010-11 and the report
 thereof will be submitted to the Central Government in due course.
 
 CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION
 
 The information required to be furnished pur suant to Section 21
 7(1)(e) of the A ct read with the C ompanies (Disclosure of Particulars
 in the Report of the Board of Directors) Rules, 1988 is enclosed as
 Annexure - 1 and forms part of this report.
 
 FOREIGN EXCHANGE EARNINGS AND OUTGO
 
 The details of earnings and expenditure in foreign currency are given
 in Notes to Accounts in Schedule 14, paras 6 and 7.
 
 ACKNOWLEDGEMENT
 
 Your Board acknowledges the ser vice rendered by the emplo yees of the
 C ompany for the satisfactory performance of the Company. The Board
 appreciates the continued suppor t from Monsanto Company, USA. The
 Board thanks its shar eholders, channel partners, and other business
 associates f or their support. Without this support, the Company would
 not be able to successfully serve its farmer customers whose success
 eventually determines the Company''s success.
 
                          For and on behalf of the Board of Directors
 
                                                     Sekhar Natarajan
 
 Mumbai: 30th May, 2011                                      Chairman