The behalf of the Board of Directors of your Company, I have the
 pleasure in presenting the 38th Annual Report on the business and
 operations of the Company together with the Audited Financial
 Statements for the Financial Year 2011-2012.
 
 Your Company was incorporated in the year 1974 for implementation of
 two fertilizer plants at Panipat and Bathinda with annual installed
 capacity of 5.11 lakh tonnes of urea each. The commercial production
 from these plants commenced in 1979. In April, 1978, the Nangal Group
 of Plants of Fertilizer Corporation of India Limited (FCIL) were
 transferred to NFL consequent upon reorganization of NFL-FCIL. The
 Government of India (Gol) in 1984 entrusted the Company to execute the
 country''s first inland gas based urea project at Vijaipur in Madhya
 Pradesh, which commenced commercial production w.e.f. 1st July, 1988.
 Expansion of Vijaipur Plant was taken up in the year 1993 for doubling
 its capacity.
 
 Presently, the Company has five urea production plants, one each at
 Panipat, Bathinda and Nangal and two plants at Vijaipur with a total
 installed capacity of 32.31 lakh tonnes and has grown to the status of
 being the second largest producer of urea in the country. Your Company
 has undertaken revamp of fuel-oil based plants at Nangal, Bathinda and
 Panipat for changeover of feedstock from Fuel-oil to Natural Gas, which
 on scheduled completion during 2012-2013 will reduce the cost of
 production and the subsidy outgo from the Gol substantially. This would
 also contribute to clean environment. The revamp projects undertaken at
 Vijaipur-I & II would reduce energy consumption and augment the
 installed production capacity of the Company by 10.4% to 35.68 lakh
 tonnes.
 
 FINANCIAL HIGHLIGHTS
 
 During the year under review, your Company achieved a turnover of Rs.7341
 crore (including subsidy of Rs.5363 crore) as compared to Rs.5804 crore
 (including subsidy of Rs.3918 crore) in the previous year, registering an
 increase of 26%. The increase in turnover is due to higher sales of
 urea and industrial products and increase in subsidy due to escalation
 in prices of inputs i.e. petroleum products and natural gas.
 
 The earnings before interest, depreciation and tax (EBIDTA) at Rs.342
 crore was higher than Rs.302 crore achieved in previous year inspite of
 higher salaries and wages, repairs & maintenance, etc. mainly due to
 higher production/sale of urea and industrial products. The profit
 before tax was Rs.184.20 crore (previous year Rs. 203.92 crore) and profit
 after tax was Rs.126.73 crore (previous year Rs.138.50 crore). The
 reduction in net profit was due to higher incidence of interest
 expenditure of Rs.66.24 crore (previous year Rs. 9.15 crore) mainly
 attributed to higher utilization of working capital and short term
 loans arising out of delay in receipt of subsidy and increase in input
 prices and interest rates. Interest amounting to Rs.75.09 crore was
 capitalized during the year.
 
 BORROWINGS
 
 For Ammonia Feedstock Changeover Projects (AFCP) at Panipat, Bathinda
 and Nangal, Rupee term loan of Rs.3850 crore has been arranged from
 consortium of 13 Banks with State Bank of India as lead Bank. As on
 31st March, 2012, long term loans of Rs.1342 crore were outstanding for
 the AFCP capital scheme. In terms of Gol Policy notified on 6th March,
 2009, the Company is entitled to capital subsidy after successful
 commissioning of AFCP projects over a period of five years towards
 project cost, interest on borrowed capital and return on own funds. For
 financing Urea Capacity Enhancement Projects at Vijaipur, Rs.80.96 crore
 of Buyers Credit, Rs.100.40 crore through Bonds and Rs.77.45 crore through
 External Commercial Borrowings (ECBs) have been utilized. The
 short-term borrowings of the Company as at 31st March, 2012, stood at Rs.
 1383.82 crore, including cash credit utilization, short-term loans,
 working capital demand loan, etc. (Rs.421.84 crore as at 31st March,
 2011). Delay in timely receipt of urea subsidy and hike in the prices
 of inputs (Gas/FO/LSHS) lead to higher working capital borrowings. For
 identifying and managing the foreign exchange and interest risks,
 Company has put in place Foreign Currency and Interest Rate Risk
 Management Policy.
 
 DIVIDEND
 
 Your Company has a consistent track record of dividend payment. So far,
 your Company has disbursed cumulative dividend of Rs.981.74 crore to the
 shareholders. The Board of Directors have recommended payment of
 dividend @ 7.8% (Rs.0.78 per share) for the year 2011-12. The total
 dividend pay out would be Rs.44.48 crore (including dividend tax of Rs.6.21
 crore), and a sum of Rs.12.67 crore has been transferred to the General
 Reserves.
 
 CAPITAL & RESERVES
 
 The Paid-up Capital and Reserves and Surplus as at 31st March, 2012
 were Rs.491 crore and Rs.1264 crore respectively.
 
 OPERATIONS
 
 Production
 
 During the year, your Company produced 34.01 lakh tonnes of Urea
 compared to 33.80 lakh tonnes in the previous year. This included ever
 best neem coated urea production of 6.4 lakh tonnes compared to 1.2
 lakh tonnes in the previous year. The overall urea capacity utilization
 was 105.3%. Vijaipur Plants registered ever-best production of 19.14
 lakh tonnes surpassing previous best of 18.71 lakh tonnes achieved in
 2004-05. Extra production from Vijaipur Plants over and above the
 installed capacity was 1.85 lakh tonnes. Vijaipur-I and Vijaipur-ll
 units achieved ever-best Ammonia production of 5.44 lakh tonnes and
 5.86 lakh tonnes respectively, surpassing previous best of 5.29 lakh
 tonnes and 5.60 lakh tonnes in 2005-06 and 2006-07 respectively.
 Vijaipur-ll plant achieved ever-best urea production of 10.12 lakh
 tonnes surpassing previous best of 9.74 lakh tonnes in 2006-07.
 
 Due to operational problems, there was a production shortfall of urea
 at Panipat and Bathinda against the rated capacity, which was partially
 compensated by additional production of 25.1 thousand tonnes from
 Nangal.
 
 Company in its endeavour to optimally utilize surplus ammonia from
 Vijaipur Unit and to produce cost effective/competitive industrial
 products at Nangal, achieved ever-best production of industrial
 products during the year.
 
 Input Availability
 
 During the year, Company had to procure spot gas intermittently up to
 December, 2011 to meet additional requirement of gas at Vijaipur-ll
 after partial retrofitting in April, 2011 and shortfall arising out of
 reduced availability of Administered Pricing Mechanism (APM)/Panna
 Mukta Tapti (PMT) Gas. Supply of additional gas commenced from
 December, 2011 against allocation made by Gol for Vijaipur. Poor coal
 quality continues to be an area of serious concern, one of the factors
 responsible for higher energy consumption at Panipat, Bathinda and
 Nangal Units, for improvement of which continuous efforts are being
 made.
 
 SALES & MARKETING
 
 Urea
 
 Company''s prime business is production and sale of urea. It sold
 33.89 lakh tonnes of Urea (including 6.4 lakh tonnes of Neem coated
 Urea) against 33.59 lakh tonnes (including Neem Coated Urea of 1.21
 lakh tonnes) in the previous year.
 
 Industrial Products
 
 Sales performance in the Industrial Products segment, which include
 Nitric Acid, Ammonium Nitrate (Lumps & Melt) has been significant at Rs.
 171 crore vis-a-vis Rs.122 crore in the previous year, registering a
 growth of 40%. This included, sales worth Rs.38 crore of Ammonium Nitrate
 (Melt), a new product marketed this year.
 
 Bio-Fertilizers
 
 During the year Bio-fertilizers (powder and liquid) worth Rs.2.59 crore
 were sold against Rs.0.87 crore in the previous year.  Agri-Business
 
 The Company has been making foray into diverse agri-based business viz.
 Seeds, Compost, Micorhizza and Bentonite Sulphur. During the year,
 turnover of Rs.22.72 crore was achieved compared to Rs.10.28 crore in the
 previous year primarily on account of sale of seeds.
 
 Promotion of balanced use of fertilizers
 
 During the last three decades, the Company has been working closely
 with farming community by ensuring supply of quality fertilizers and
 other agri-inputs. Company believes in marketing its products and
 services through extensive field demonstrations coupled with an effort
 to build relationships with the end users, the farmers. To promote
 Company''s Kisan Urea as a household name, various promotional
 activities including 100 farmers education programmes, 40
 dealers/retailers orientation programmes, 415 field days, 120 block and
 front line demonstrations were organized during the year. Company
 participated in 44 kisan melas in its marketing territory spread across
 18 states.
 
 Company has four Mobile Soil Testing units attached to Nangal and
 Vijaipur Units and Lucknow and Bhopal Zonal Offices. It also has five
 static Soil Testing Laboratories at Nangal, Panipat, Vijaipur, Bhopal
 and Barabanki. One more static Soil Testing Laboratory is being set up
 at Balasore in Odisha. Micro Nutrient''s Labs at Nangal, Vijaipur and
 Panipat Units are also being set-up. During the year, 48276 Samples for
 macro nutrients and 766 samples for micro nutrients were analyzed. 15
 Trials on non-pressure Urea Ammonium Nitrate solution have been laid
 out at Punjab Agriculture University, Ludhiana. 33 Trials on use of
 Liquid Bio-Fertilizers were conducted at Kisan Vikas Kendras in the
 marketing territory of the Company.
 
 MODERNIZATION AND EXPANSION PROJECTS
 
 Revamp of fuel-oil based plants at Nangal, Bathinda & Panipat
 
 The Company has undertaken capital schemes for change over of feedstock
 from Fuel-oil to Natural Gas at Panipat, Bathinda and Nangal involving
 a total investment of Rs.4066 crore with a completion period of 36 months
 from the Zero date i.e. 29th January 2010. The commissioning of the
 project at Nangal is scheduled by the end of December, 2012 and that of
 Panipat and Bathinda by January, 2013. Capital expenditure of Rs.1546.17
 crore towards these projects has been incurred upto 31st March, 2012.
 
 These Projects are being implemented on Lumpsum Turnkey (LSTK) basis.
 Panipat and Bathinda projects are being implemented by M/s. Larsen &
 Toubro (L&T) with process licence from M/s. Haider Topsoe Associates.
 Nangal Project is being implemented by consortium of M/s. Tecnimont SPA
 Italy and M/s. Technimont ICB, Mumbai with process licence from M/s.
 KBR. M/s. Projects & Development India Limited (PDIL) has been engaged
 as Project Management Consultant for all the three projects.
 
 Gas Pipeline
 
 Firm allocation of gas from Gol is awaited to meet the gas requirement
 after completion of feedstock conversion projects. Company is following
 up for allocation of indigenous gas, alternatively RLNG shall be
 utilized for feed. The natural gas pipelines have already been laid and
 commissioned for Nangal and Bathinda units. Last mile connectivity to
 Panipat unit is in progress.
 
 Capacity Augmentation & Energy Saving Project (ESP) at Vijaipur
 
 The Company has undertaken Capacity Augmentation of Ammonia & Urea
 plants at its Vijaipur-I & II units, including installation of Carbon
 Dioxide Recovery (CDR) plant at an investment of around Rs.650 crore.
 Commissioning of capacity augmentation of Ammonia and Urea Plants was
 earlier planned for November, 2011, however, due to delay in supply of
 certain equipment, the same has been undertaken in April/July, 2012.
 Ammonia and Urea Revamp Projects of Vijaipur-I have been commissioned
 on 24th April, 2012. Carbon Dioxide Recovery (CDR) Plant was
 commissioned on 23rd May, 2012 and Ammonia and Urea Revamp Projects at
 Vijaipur-ll are likely to be commissioned in July, 2012. The capital
 expenditure of T426.26 crore has been incurred upto 31st March, 2012.
 
 JOINT VENTURES
 
 Joint Venture with M/s. KRIBHCO & M/s. RCF
 
 Company has a Joint Venture Urvarak Videsh Limited with M/s.
 KRIBHCO and RCF as promoters. The main object of the joint venture
 company is to explore investment opportunity abroad and within the
 country in nitrogenous, phosphatic and potassic sectors and to render
 consultancy services for setting up projects in India and abroad.
 
 Revival of closed units of M/s. FCIL
 
 Government of India on nomination basis has allotted NFL & Engineers
 India Limited (EIL) and NFL & Steel Authority of India Limited (SAIL)
 for revival of closed units of FCIL at Ramagundam and Sindri
 respectively. Separate MoUs have been entered with EIL and SAIL and
 pre-project activities have been undertaken. First Stage clearance of
 BIFR for these projects is awaited.
 
 HUMAN RESOURCE
 
 Amongst the three Ms, management of human resource is most important
 for success of any organization. NFL continues to strive for
 development of its human resource for realization of its full
 potential. The total Manpower strength of the Company as on 31st March,
 2012 was 4515 comprising of 1942 Executives and 2573 Non Executives.
 The total manpower includes 242 women employees of which 104 are in
 Executive cadre.
 
 Various HR initiatives for the benefit of employees have been
 undertaken including implementation of Defined Contribution
 Superannuation Pension Scheme, Review of Performance Management System
 and implementation of Performance Related Pay.
 
 Training Initiatives
 
 During the year, to hone the skills and instill behavioral and
 personality development traits in all supervisory staff and managerial
 cadre, Company achieved 18,250 mandays training for employees with the
 aid of in-house and external training programmes. Training programmes
 were identified by systemizing organizational needs with individual
 needs through Performance Management System.
 
 To give exposure to technology change in connection with Ammonia Feed
 Stock Change over Project being undertaken at Company''s three Units,
 41 personnel were sent to Copenhagen, Denmark for training principally
 on Haider Topsoe Technology, which is being put to use at Panipat and
 Bathinda Units. On site training at KRIBHCO, Hazirafor50 persons was
 arranged to expose them to the KBR technology being used for Nangal
 Revamp. Training on Distributive Control System/Emergency Shutdown
 System at Honeywell Works, Pune was also arranged.
 
 Industrial Relations
 
 Industrial relations in the Company continued to be harmonious during
 the year. Continuous interaction between the Management and
 Employees'' representatives contributed in maintaining the harmony.
 
 IMPLEMENTATION OF OFFICIAL LANGUAGE
 
 Your Company is continuously making efforts for the propagation and
 successful implementation of the Official Language Policy of the Union
 of India. The Official Language Implementation Committees at Unit and
 Corporate Level regularly held their quarterly meetings to monitor and
 review the progress made in achieving the targets fixed as per the
 annual programme of Department of Fertilizers (DoF).
 
 In order to increase the use of Hindi in office work, 32 Hindi
 workshops were organized during the year in which 710 employees
 participated. Hindi Pakhwara, on the occasion of Hindi Divas (14th
 September), was observed in all the Offices/Units of the Company.
 Various Hindi competitions/programmes were organized during the Hindi
 Pakhwara in which 325 employees participated. Winners of Hindi
 Competitions were suitably awarded. 59 Employees were awarded cash
 prize under the Cash Incentive Scheme for doing maximum work in Hindi.
 Panipat Unit and Zonal Office Bhopal have been awarded Raj Bhasha
 Shield by respective Town Official Language Implementation Committees
 for outstanding work in Hindi.
 
 Information Technology (IT) is being widely used to promote the
 official language in the various offices of the Company. Bilingual
 software was provided across the Units to impart working knowledge of
 Hindi as well as computer training programmes were extensively held to
 enable employees to use the software.
 
 REPRESENTATION OF SCs/STs, OBCs AND PHYSICALLY DISABLED
 
 Your Company has been implementing reservation policies of Gol for
 SCs/STs/OBCs/Persons with Disabilities.  Representatives of SCs/STs
 categories are associated in Recruitment of Departmental Promotion
 Committees. A statement showing representation of employees belonging
 to Scheduled Castes / Scheduled Tribes / Backward Classes/Physically
 Disabled categories is appended as Annexure-VIII to this report.
 
 INFORMATION TECHNOLOGY
 
 The Company is making use of information technology (IT) to improve
 efficiency & productivity in its various business functions. Presently
 home grown software applications are in use for various business
 functions. In its endeavour to bring about uniformity in implementation
 of IT Applications across the company, In-house common Financial
 Accounting & Payroll Systems based on Oracle were implemented across
 the company.
 
 Company has implemented Local Area Network (LAN), Multi-protocol Label
 Switching (MPLS) based Virtual Private Network (Wide Area Network) for
 connectivity amongst Corporate Office, Units and Marketing Offices.
 
 Internet connectivity to the employees at Units and Offices has been
 provided through Leased Line / Broadband.  High-speed datacards have
 been provided to the field personnel of marketing to upload sales data
 through internet.
 
 Company is extensively using the facility of e-procurement, e-payment
 and e-receipt for bringing efficiency and transparency in the business
 system. Implementation of Mobile based Fertilizer Monitoring System
 (MFMS) is under way, which will provide information on the movement of
 fertilizers from the manufacturers to the retailers.
 
 ENVIRONMENT MANAGEMENT
 
 Company accords highest priority to Industrial Safety, Ecology &
 Pollution Control. The safety and occupational health of its employees
 and external stake-holders are of paramount importance and all these
 attributes are embedded within the core values of the organization.
 Safety/Environment Audit is carried out at production units from time
 to time.
 
 Silos for collecting fly ash from ESP hoppers using dense phase
 pneumatic Conveying System have been installed at Panipat, Bathinda and
 Nangal Units for evacuation of ash from the plants. All the Units are
 ISO 9001-2000 certified for Quality Management System, ISO-14001
 certified for Environment Management System and have received OHSAS-
 18001 certification for occupational health and safety management
 system.
 
 Recognizing the need to balance human economic development with
 environment protection, Company has adopted the concept of sustainable
 development. A separate chapter at Annexure-VI in this report deals at
 length with your Company''s initiatives and commitment to environment
 conservation and sustainable development.
 
 CORPORATE SOCIAL RESPONSIBILITY
 
 Corporate Social Responsibility (CSR) is an evolving concept and has
 moved away from being just philanthropic to becoming an integral part
 of strategy of the company. The Company is committed towards upliftment
 of under privileged sections of the society and has supported various
 social and community initiatives touching the lives of a large number
 of people. Under the umbrella of CSR, Company is engaged in undertaking
 farmer friendly social activities that have helped in improving socio
 economic status of farming community. The major focus of these
 programmes is on creating awareness about health and hygiene, children
 education, women empowerment, skill development for self-employment,
 water conservation, rain-water harvesting and ground water recharging.
 
 During the year 2010-11 and 2011-12, Company earmarked Rs.3 crore and
 Rs.3.25 crore respectively for CSR activities, against which till 31st
 March, 2012, an expenditure of Rs.1.90 crore has been incurred and Rs.3.19
 crore stands committed towards activities under execution. The unspent
 amount has been carried over to 2012-13. The major CSR initiatives
 undertaken by your Company are detailed in a separate Annexure-VII.
 
 THE RIGHT TO INFORMATION ACT, 2005
 
 In consonance with the provisions of the Right to Information Act,
 2005, Company has appointed Appellate Authorities/Public Information
 Officers/Assistant Public Information Officers at all the Units/Offices
 of the Company to respond effectively to the requests of the applicants
 under the Act.
 
 In synchronization with the directions of Central Information
 Commission (CIC), for promotion of Institutional transparency within
 the Public Authority through proactive and effective implementation of
 Section 4 of the RTI Act, 2005, the Company has also appointed a
 Transparency Officer.
 
 Company has created necessary mechanism to meet the objective to bring
 out transparency in the functioning of organization as envisaged by RTI
 Act.
 
 WHISTLE BLOWER POLICY
 
 Your Company relies in transparency and propriety in its business
 dealings. To take this object further, Company has put in place a
 Whistle Blower Policy providing for a mechanism to the employees and
 other stakeholders to report concerns about unethical behaviour, actual
 or suspected fraud or violation of Code of Conduct or Ethics Policy.
 The disclosures under the Policy are to be made to Ethics Committee
 Chaired by Director (Finance). In case of conflict of interest, the
 whistle blower can directly approach the Chairman of the Audit
 Committee. The policy provides for adequate safeguards against
 victimization of employees who avail of the mechanism. During the year,
 no disclosures have been received under the whistle blower mechanism.
 
 VIGILANCE
 
 In Vigilance, focus continued to be given to preventive vigilance. Due
 thrust was given to maintaining high degree of awareness amongst the
 employees. Apart from streamlining the systems and providing
 flexibility to the Units to perform better, efforts were made to build
 confidence across the organization to facilitate faster decision
 making.
 
 Emphasis was on for computerization of activities relating to award of
 contracts, purchases, etc. to ensure transparency. In line with
 instructions received from the Department of Fertilizers/Central
 Vigilance Commission, emphasis is being given on leveraging of
 technology e.g. e-payments/ receipts/procurement/tendering to
 facilitate transparency and avoid delays.
 
 Regular interactions were organized between the vigilance functionaries
 and the line managers to understand the role of vigilance and to
 educate them on the policies, guidelines and procedures of the Company.
 In order to impart proper training to the employees, a detailed
 programme was prepared for organizing training programmes/workshops
 related to Vigilance activities at various offices/Units of the
 Company. Vigilance Awareness Week was observed at all the Units
 involving all employees to create an environment of ethical growth in
 the Company.
 
 AWARDS & ACCOLADES MoU
 
 Company has received Excellent rating for the MoU 2010-11, which
 is eleventh excellent rating in a row.
 
 Awards
 
 During the year, Company and its employees received number of
 prestigious Accolades and Awards.
 
 a) First Award for excellence in ''Cost Management'' in the category
 of Large Public Sector Enterprises (PSEs) for 2010 from the Institute
 of Cost Accountants of India.
 
 b) Panipat Unit was conferred as the ''WINNER'' for the year 2009 &
 ''RUNNERS-UP'' for the year 2008 by the Government of Haryana for
 Lowest Accident Frequency rate for Panipat Unit.
 
 c) Ms Neeru Abrol, Director (Finance) was awarded Best Business
 Achiever Award in Woman Category by the Institute of Chartered
 Accountants of India.
 
 d) Scope Excellence Award 2009-10 was awarded to Ms. Neeru Abrol,
 Director (Finance) for Outstanding Woman Manager among all the
 CPSEs, which was presented by Hon''ble Prime Minister of India at
 Vigyan Bhawan, New Delhi.
 
 MANAGEMENT DISCUSSION & ANALYSIS REPORT
 
 Management Discussion & Analysis Report covering the operations and
 future prospects of the Company is appended as Annexure-I to this
 report.
 
 STATUTORY AUDITORS & STATUTORY AUDITORS REPORT
 
 The Statutory Audit of your Company was conducted by M/s. DSP &
 Associates and M/s. Thakur, Vaidyanath Aiyar & Co., Chartered
 Accountants, who were appointed as Joint Statutory Auditors for the
 financial year 2011-12 by Comptroller & Auditor General of India
 (C&AG). Auditors'' Report on the Accounts of the Company for the
 financial year ended 31st March, 2012 is at Annexure-ll.
 
 The review of Annual Accounts of your Company for the year ended 31st
 March, 2012 by the C&AG under Section 619(4) of the Companies Act, 1956
 forms part of this report as Annexure-lll and do not call for any reply
 as no comments as supplementary to Statutory Auditor Report have been
 made.
 
 COST AUDIT
 
 Pursuant to the directions of Central Government for audit of Cost
 Accounts, your company has appointed Shri S.D.M.  Nagpal for Nangal,
 M/s. Sanjay Gupta & Associates for Bathinda, Shri Shome & Bannerjee for
 Panipat and M/s. Chandra Wadhwa & Co. for Vijaipur-I & II as Cost
 Auditors for the year ended 31st March, 2012.
 
 As prescribed under the Cost Accounting Records (Report) Rules, 2001,
 the cost accounting records are being maintained by all the Units of
 the Company.
 
 The Cost Audit Reports for the financial year 2010-11 were filed as
 follows:-
 
 Unit                          Date of filing of Report
 
 Nangal                               05.09.2011
 
 Bathinda                             16.09.2011
 
 Vijaipur I                           05.09.2011
 
 Vijaipur II                          05.09.2011
 
 Panipat                              12.09.2011
 
 CORPORATE GOVERNANCE
 
 The Company believes Corporate Governance is the fountain head of
 shareholder''s value creation. The Company has in place a well defined
 Corporate Governance Mechanism which considers the interests of
 all stakeholders. A separate section on Corporate Governance forming
 part of this Directors'' Report alongwith the Auditors'' Certificate
 conforming to the Compliance of Corporate Governance Code as provided
 in Clause 49 of the Listing Agreement is at Annexure-IV.
 
 REPORT ON ENERGY CONSERVATION,TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 Disclosures in terms of Companies (Disclosure of Particulars in the
 Report of the Board of Directors) Rules, 1988, in respect of
 conservation of Energy and Technology Absorption and Foreign Exchange
 earnings and outgo are at Annexure-V.
 
 PARTICULARS OF EMPLOYEES
 
 None of employees of the Company is drawing remuneration in excess of
 the limits prescribed under section 217(2A) of the Companies Act, 1956
 read with Companies (Particulars of Employees) Rules, 1975.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to the requirement of Section 217(2AA) of the Companies Act
 1956, your Directors confirm that: -
 
 i.  in the preparation of the Annual Accounts, the applicable
 Accounting Standards have been followed and no material departure has
 been made there from by the Company;
 
 ii.  the Directors had 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 at the end of the financial year 2011-12 and of the
 profit of the Company for that period;
 
 iii. the Directors 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; and
 
 iv. the Directors have prepared the Annual Accounts on a going concern
 basis.
 
 DIRECTORS
 
 Shri Satish Chandra, Joint Secretary, DoF, Director on the Board of the
 Company held the Additional Charge as Chairman & Managing Director from
 31st March, 2011 to 23rd December, 2011.
 
 Shri Munikoti Niranjan Rao, a practicing Chartered Accountant who was
 appointed as an Additional Director on the Board on 6th May, 2011, has
 been elected as Director at the previous AGM held on 12th September,
 2011.
 
 Shri Suresh Chandra Gupta, Joint Secretary, DoF has been appointed as
 Additional Director w.e.f. 12th September, 2011 and Shri Sham Lai
 Goyal, Joint Secretary, DoF has been appointed as Additional Director
 and assigned the additional charge as Chairman & Managing Director
 since 23rd December, 2011.
 
 Notice has been received u/s 257(1) of Companies Act, 1956 for
 appointment of Shri Suresh Chandra Gupta and Shri Sham Lai Goyal as
 Directors at the Annual General Meeting.
 
 In accordance with the provisions of Article 76(2) of the Articles of
 Association of the Company, Shri Munikoti Niranjan Rao shall retire by
 rotation at the Annual General Meeting and being eligible has offered
 himself for reappointment.
 
 CODE OF CONDUCT
 
 In line with the requirements of Clause 49 of Listing Agreement, the
 Board Members and the Senior Management Personnel have affirmed
 compliance with the Code of Conduct for the financial year ended 31st
 March, 2012.
 
 ACKNOWLEDGEMENTS
 
 The Board of Directors acknowledge their gratitude for the valuable
 guidance and support received from the Gol in particular DoF,
 Fertilizer Industry Coordination Committee (FICC), various State
 Governments, Financial Institutions, Banks, stakeholders and all others
 whose continued support has been a source of strength to the Company.
 
 Your Directors also acknowledge the suggestions received from Statutory
 Auditors, Cost Auditors and Comptroller and Auditor General of India
 and are grateful for their continued support and cooperation.
 
 The Board would like to place on record its appreciation to the hard
 work, commitment and unstinting efforts put in by the employees at all
 levels.
 
                            For and on behalf of the Board of Directors
 
                                                       (Sham Lai Goyal)
 
 Place: New Delhi                         Chairman & Managing Director
 
 Date: 25th July,2012