The Members,
 
 The Directors are pleased to present the 31st Annual Report together
 with Audited Accounts of the Company for the year ended on March 31,
 2011. The highlights of financial performance of your Company for the
 year 2010-11 are here below:
 
                                                      (Rs. in crore)
 
                                    Consolidated           Standalone
 
                              2010-11    2009-10    2010-11    2009-10
 
 Sales                        5008.72    4831.61    3504.06    3329.18
 
 Operating Profit (EBITDA)     546.25     729.12     436.20     604.59
 
 Less: (i) Interest 
 and charges                    49.20      51.99      31.48      31.72
 
 (ii) Depreciation             363.70     337.48     314.33     287.56
 
 Profit Before Exceptional 
 Items and Tax                 133.58     339.73      90.39     285.31
 
 Less: (i) Exceptional Items   (15.04)      8.99     (15.04)      8.99
 
 (ii) Tax Expenses              25.34      85.16       3.03      47.22
 
 Profit for the year           123.28     245.58     102.40     229.10
 
 Less: Depreciation provided/
 written back of earlier years  28.68       (374)     28.68      (8.84)
 
 Previous Years Tax adjustments (0.32)     (0.01)     (0.32)       Nil
 
 Net Profit                     94.92     249.33      74.04     237.94
 
 Balance in Profit & Loss 
 A/c. B/F                      148.36      82.55      84.48      30.06
 
 Balance available for 
 Appropriation                 243.28     331.88     158.52     268.00
 
 Less: Transferred to 
 General Reserve                  Nil     100.00        Nil     100.00
 
 Adjustment on account of 
 amalgamation                   (2.80)       Nil        Nil        Nil
 
 Proposed Dividend on 
 Equity Shares                    Nil      71.61        Nil      71.61
 
 Tax on dividend                  Nil      11.91        Nil      11.91
 
 Balance carried to 
 Balance Sheet                 246.08     148.36     158.52      84.48
 
 DIVIDEND
 
 Keeping in view the Company''s enterprising spirit of exploring diverse
 business opportunities for growth, your directors desire to conserve
 financial resource of the Company and hence not recommended a dividend
 for the financial year 2010-11.
 
 During the year, the Company has transferred Rs. 0.02 crore to Investor
 Education and Protection Fund, pursuant to provisions of Investor
 Education and Protection Fund Rules, 2001.
 
 FINANCE
 
 The Company believes in moderate gearing and maintains external debt at
 levels that can be serviced from operating cash flows. Sustained cash
 flows from core operations over the years has helped the Company in
 resorting to short-term borrowings to fund its Capex plans.
 
 BUSINESS OVERVIEW
 
 Fiscal year 2011 in general was showing overall mixed growth
 indicators. Inflation was in the headline exhibiting strong persistence
 in 2010-11. It reflected both supply shocks and gradual generalisation
 of price pressures. Real GDP growth in 2010-11 reverted to near trend
 growth rate, following two successive years of below trend growth.
 
 Consolidated Operating Result
 
 The year under review continued to be satisfactory for your Company,
 considering the present scenario. Your Company consistently maintained
 moderate growth on net sales which on consolidated basis stood at Rs.
 4751.31 crore compared to Rs. 4620.38 crore in the previous year. The
 consolidated revenue mainly derived from Soaps and Surfactants,
 Processed Minerals and Pharma. Your Company achieved Earning before
 Interest, Taxes, Depreciation and Amortisation (EBITDA) of Rs. 546.25
 crore, declined by 25.08% from Rs. 729.12 crore of the previous year.
 The Net Profit on consolidated basis stood at Rs. 94.92 crore.
 
 Standalone Operating Result
 
 On Standalone basis, the net sale was increased to Rs. 3246.65 crore
 from Rs. 3117.95 crore of the previous year. The EBITDA has declined to
 Rs. 436.20 crore from Rs. 604.59 crore as compared to the previous
 year.  The net profit was at Rs. 74.04 crore during the year under
 review compared to Rs. 237.94 crore of the previous year. The reduction
 in the net profit was mainly on account of increase in the cost of
 power & fuel, raw materials, higher depreciation and employee cost.
 
 For detailed analysis of performance refer to Management Discussion and
 Analysis attached to this Report.
 
 SCHEMES OF ARRANGEMENT
 
 The Hon''ble High Court of Gujarat has sanctioned (i) the Scheme of
 Arrangement in the nature of demerger and transfer of Cement and Mining
 Division of Nirma Credit and Capital Private Limited with the Company
 vide its order dated March 14, 2011 and (ii) the Scheme of Arrangement
 in the nature of amalgamation of Nirma
 
 Consumer Care Limited, a Wholly Owned Subsidiary, with the Company vide
 its order dated March 30, 2011. The appointed date of both the Schemes
 was April 1, 2009. The effective date of both the Schemes was April 29,
 2011 and May 4, 2011 respectively. The requisite effects of both the
 schemes have been given in the Accounts for the year under review.
 
 SHARE CAPITAL
 
 Your Company has not issued any shares during the year under review.
 Consequent upon the Amalgamation of Nirma Consumer Care Limited, a
 Wholly Owned Subsidiary, with the Company, the Authorised Share Capital
 of Rs. 50,00,000 of Nirma Consumer Care Limited has been added to the
 Authorised Share Capital of the Company in accordance with the terms of
 the Scheme from the effective date.
 
 DE-LISTING OF EQUITY SHARES
 
 As you are aware, your Board of Directors had at their meeting held on
 October 9, 2010 decided to initiate the delisting of the equity shares
 of the Company from both the stock exchanges namely the Bombay Stock
 Exchange Limited (BSE) and the National Stock Exchange of India Limited
 (NSE). On November 20, 2010, the resolution to effect the same was also
 passed by the requisite majority of the members. The Promoters-
 Acquirers acquired 13.65% of equity shares at a price of Rs. 260/- per
 equity share being the price determined under the Securities Exchange
 Board of India (Delisting of Equity Shares) Regulations, 2009, making
 their total shareholdings to 90.82% of the paid-up equity of the
 Company.
 
 Considering the application for the delisting, BSE and NSE issued a
 notice / circular on March 10, 2011 informing their members that the
 trading of the shares of the Company would be discontinued with effect
 from March 24, 2011 and delisting of equity shares with effect from
 March 31, 2011. However on March 30, 2011, the stock exchanges have
 issued circular keeping the delisting of the equity shares of the
 Company in abeyance till further instructions, pursuant to the
 directions from Securities and Exchange Board of India. The final
 approval is under process. Meantime, the Acquirers have issued the
 Announcement stating that the shareholders who have tendered their
 shares in Special Depository Escrow Account or submitted to the
 Registrar, under the ''Exit Offer'', may request to the Registrar for
 their shares to be retuned to them.
 
 PROJECTS
 
 In respect of the cement project of the Company at Mahuva, Dist.
 Bhavnagar, a special leave petition was fled before the Hon''ble Supreme
 Court against the order of the Hon''ble High Court of Gujarat allowing
 the construction at the site subject to certain conditions /
 safeguards. In response to the order of the Hon''ble Supreme Court,
 Expert Appraisal Committee (EAC) submitted its recommendations to the
 Ministry of Environment and Forest (MoEF) and pursuant thereto, MoEF
 issued Show-cause Notice dated May 11, 2011 as to why the Environmental
 Clearance granted earlier to the Project should not be cancelled. The
 Company has submitted its response to the Show-cause Notice and
 hearings have taken place before MoEF in the month of July 2011.
 
 CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS
 
 In accordance to Clause 49 of the Listing Agreement, a report on
 Corporate Governance and Management Discussion & Analysis are annexed
 as part of the Directors'' Report.
 
 DIRECTORS
 
 Shri Kaushikbhai N. Patel and Shri Rakesh K. Patel, Directors of the
 Company are liable to retire by rotation at the forthcoming Annual
 General Meeting and being eligible, have offered themselves for
 re-appointment.  Your Directors recommend their re-appointment. Shri
 Atulya Prasad Sarwan, Director, retires by rotation at the forthcoming
 Annual General Meeting, has not offered himself for re-appointment.
 Your Board recommends that the vacancy that would be caused by
 retirement of Shri Atulya Prasad Sarwan, not be filled up at the
 forthcoming Annual General Meeting.
 
 As per Section 274(1)(g) of the Companies Act, 1956, none of the
 directors of the Company are disqualified from being re-appointed as
 directors. Pursuant to the Clause 49 of the Listing Agreement, the
 detailed particulars of the directors seeking re-appointments have been
 provided in the notice of the forthcoming Annual General Meeting.
 
 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 stated that:
 
 (i) in the preparation of the annual accounts for the financial year
 ended March 31, 2011, the applicable accounting standards had been
 followed along with proper explanation relating to material departures;
 
 (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 as at March 31, 2011 and of the profit of the Company
 for the year ended on that date;
 
 (iii) the directors had 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 had prepared the annual accounts of the Company on
 going concern basis.
 
 SUBSIDIARY COMPANIES
 
 Karnavati Holdings Inc., Searles Valley Minerals Inc., Searles Valley
 Minerals Operations Inc., Searles Valley Residences LLC, Searles
 Domestic Water Company LLC, Searles Valley Minerals Europe, Trona
 Railway Company LLC and NATI LLC continue to be subsidiaries / step
 down entities of the Company. Your Company has, on April 1, 2011,
 incorporated a subsidiary in Mexico under the name NIRLIFE MEXICO SA
 de CV.
 
 Pursuant to the order of the Hon''ble High Court of Gujarat, dated March
 30, 2011, Nirma Consumer Care Limited, a wholly owned subsidiary has
 been amalgamated with the Company.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 The Consolidated Financial Statements pursuant to Clause 41 of the
 Listing Agreement entered into with the stock exchanges and prepared in
 accordance with Accounting Standard prescribed by the Institute of
 Chartered Accountants of India, for the financial year ended March 31,
 2011, is attached with this report. The Ministry of the Corporate
 Affairs vide Circular No. 51/12/2007-CL-III dated February 8, 2011 has
 granted General Exemption from complying with the provision of Section
 212 of the Companies Act, 1956. The key financial information of the
 subsidiaries has been disclosed in a brief abstract forming part of
 this Annual Report.
 
 PARTICULARS OF EMPLOYEES
 
 The particulars of the employees are required to be given in the
 annexure to the Directors'' Report pursuant to Section 217(2A) of the
 Companies Act, 1956, read with the Companies (Particulars of Employees)
 Rules, 1975 as amended from time to time. However, the Annual Report
 excluding the aforesaid information is being sent to all the members of
 the Company and others entitled thereto as per the provisions of
 Section 219(1)(b)(iv) of the said Act. Member, who would like to have
 such particulars, may write to the Company Secretary at the Registered
 Office of the Company.
 
 FIXED DEPOSITS
 
 The Company has not accepted any Public Deposits during the year under
 review.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 The particular as per Section 217(1)(e) of the Companies Act, 1956,
 read with Companies (Disclosure of Particulars in the Report of Board
 of Directors) Rules, 1988 relating to conservation of energy,
 technology absorption and foreign exchange earnings and outgo is
 annexed hereto and forms part of this Report.
 
 AUDITOR & AUDITOR''S REPORT
 
 M/s. Hemanshu Shah & Co., Chartered Accountants, Ahmedabad, the
 Auditor, hold Office until the conclusion of the forthcoming Annual
 General Meeting. They have confrmed that their re-appointment if made,
 would be within the limits prescribed under Section 224(1B) of the
 Companies Act, 1956. Notes forming part of Accounts, which are
 specifically referred to by the Auditor in their report are
 self-explanatory and therefore, do not call for any further comments.
 
 RE-APPOINTMENT OF COST AUDITOR
 
 Pursuant to the direction of the Ministry of Corporate Affairs for
 appointment of Cost Auditor, your directors have re-appointed
 Bhalchandra C. Desai as the Cost Auditor of the Company for the year
 ending March 31, 2012.
 
 INSURANCE
 
 Assets of the Company are adequately insured.
 
 ACKNOWLEDGEMENT
 
 Your Directors take this opportunity to convey thanks to all
 stakeholders including government authorities for extending their
 continuous support and co-operation to the Company. Your Directors also
 appreciate the efforts made by the each of the employee of the Company
 for their continuous and dedicated efforts in achieving vision of the
 Company.
 
                                        For and on behalf of the Board
 
 Place :  Ahmedabad                                     Dr. K.K. Patel
 
 Date   :  July 29, 2011                                      Chairman