The Directors hereby present their Sixty-third Annual Report on the
 business and operations of the Company and the financial accounts for
 the year ended 31st March, 2011.
 
 FINANCIAL RESULTS
 
                                                     Rs. Crores
 
 Gross Sales                                   2010-11      2009-10
 
 Excise Duty                                   1127.63       933.48
 
 Net Sales                                     (80.91)      (58.35) 
 
 Other Income                                  1046.72       875.13
 
                                                 34.36        28.82
 
                                               1081.08       903.95
 
 
 Profit/ (-) Loss before Interest,              204.05       173.17
 Depreciation and Tax
 
 Interest                                       (3.32)       (2.67)
 
 Depreciation                                  (17.16)      (18.31)
 
 Profit/ (-) Loss before Tax                    183.57       152.19
 
 Provision for Tax                             (50.70)      (45.07) 
 
 For Prior Years                                  2.12       (1.82) 
 
 Deferred Tax                                   (8.78)       (4.26)
 
 Profit/ (-) Loss after Tax                     126.21       101.04
 
 Balance of Profit brought forward from      
 previous year                                  157.19       183.21
 
                                                283.40       284.25
 
 Appropriations
 
 Capital Redemption Reserve                          -      (88.00)
  
 Debenture Redemption Reserve                   (12.50)           -
 
 Preference Dividend paid on Redemption              -       (2.24)
 
 Income Tax on Preference Dividend paid              -       (0.38)
 
 Transfer from/ (to) General Reserve            (12.62)     (10.10)
 
 Interim Dividend                               (17.50)      (9.59)
 
 Income Tax on Interim Dividend                  (2.91)      (1.63)
 
 Proposed Equity Dividend                       (21.39)     (12.97)
 
 Income tax on Equity Dividend                   (3.47)      (2.15)
 
 Balance Profit/(-) Loss carried forward 
 to Balance Sheet                                213.01      157.19
 
 
 DIVIDEND
 
 The Board of Directors had declared an interim dividend of Rs. 9/- per
 share (90%) on the Equity Shares of the Company, in October, 2010. The
 Directors are pleased to recommend a final dividend of Rs. 11/- per
 share (110%) on the Equity Shares. This will take the total dividend
 for the year to Rs. 20/- per share (200%) on the post bonus equity
 share capital of the Company (Previous year Rs. 18/- per share, i.e.
 180%). If the final dividend, as recommended above, is declared by the
 Members at the Annual General Meeting, the total outflow towards
 dividend on Equity Shares for the year would be Rs. 45.27 Crores
 (including dividend tax) (Previous Year Rs. 26.34 Crores).
 
 COMPANY PERFORMANCE
 
 The Companys profit before tax on a consolidated basis, increased to
 Rs. 184.48 Crores during the year, as compared to Rs.152.71 Crores in
 the previous year, a growth of 21% over the last year. The Company
 earned a net profit of Rs. 126.04 Crores, as against a net profit of
 Rs. 101.49 Crores in the previous year on a consolidated basis.
 
 OPERATIONS
 
 Crop Protection Chemicals
 
 The Third Advance Estimates has projected an impressive increase in the
 agricultural production driven by a reasonable growth of cereals,
 improvement in oil seeds and cotton along with an excellent growth in
 pulses.The total annual rainfall at the national level exceeded by 3%
 compared to normal though the geographical spread and distribution was
 uneven. The States of West Bengal, Bihar, Eastern UP, East MP and
 Punjab reported more than 20% deficit in rainfall. This affected crop
 acreages, pest/ disease incidence and had impact on yield in crops like
 paddy, chilli, black gram, soybean and cotton.
 
 The Domestic Formulation Business registered a healthy 20% growth
 during the year over the previous year despite season aberration in
 crops like paddy, pulses and chillis. The industry too recorded an
 estimated growth of 12% - 15% over the previous year. Aggressive
 planning and implementation of sales and promotion on paddy, cotton,
 pulses, sugarcane and fruits & vegetables, taking into account
 on-ground realities was a key to success. EAGLE (Expansion and
 Aggressive Growth through Leadership and Excellence) roll out across
 pan India has helped in opportunity identification, drawing actionable
 insights and achievement of aggressive growth targets at crop pest and
 molecule level for each territory. This resulted in significant
 increase in volumes for our key products such as Applaud, Takumi,
 Manik, Asataf, Ergon, Contaf Plus, Taqat and Tata Metri.
 
 Our customer relationship building activities branded under the
 umbrella of Rallis Kisan Kutumba (RKK) moved into the next orbit with
 successful introduction of key initiatives like MoPu (grow More
 Pulses), State partnership, Prerna and others. These initiatives, along
 with customer centric promotional activities and product portfolio
 current with the market needs, has helped farmers to a great extent in
 protecting their crops effectively, improving quality and yield of
 produce and ultimately in improving their standard of living. The RKK
 today directly services over five lakh farmers.
 
 The International Business Division registered an increase of 34% in
 sales, as compared to 2009-10. The rise in sales was due to rising
 demand for crop commodities and price improvement in wheat and cotton.
 International Business comprised 23% of the total revenues of the
 Company.
 
 The Domestic Institutional Business continued with its sales of crop
 protection and seed treatment chemicals and household pesticide
 products to major customers during the year and was in line with our
 expectations.
 
 Seeds and Plant Growth Nutrients
 
 During the year, your Company has acquired a 59.02% stake (on a fully
 diluted basis) in Metahelix Life Sciences, a research-led Seeds
 Company. This acquisition will firm up the Companys presence in the
 entire Seeds Value Chain that comprises breeding, production and
 marketing of seeds. With a strong seeds portfolio, the Company has been
 able to broad base its offerings to the Indian farmer.
 
 Your Company has established Ralligold, a Plant Growth Nutrient, across
 the country during 2010-11, in crops like paddy, cotton, vegetables and
 others. The focus during 2011-12 will be to create a formidable brand
 out of Ralligold.  Plant Growth Nutrient is a high growth area and your
 Company is focusing on introduction of new product segments across
 different crop segments and geographies.
 
 RESEARCH & DEVELOPMENT
 
 Research and Development efforts are focused on developing new
 formulations for better efficacy, improved value for the farmer
 including combination products and facile handling and delivery and
 sustainable product solutions.  Various new formulations have been
 developed and are in the process of commercialization. A number of
 registration dossiers have been submitted during the year for
 supporting International Business.
 
 Some compounds from the NMITLI (New Millennium Indian Technology
 Leadership Initiative) project have shown bioactivity on basis of field
 trial results. Based on these observations and results, a Provisional
 Patent has been taken in India.
 
 Process deveploment (Reverse Engineering) of molecules which are
 off-patent but with relevant market potential in the areas of crop
 protection was carried out. Process improvement projects were
 undertaken for improving product quality and productivity of the
 manufacturing processes. Enviornment, Health and Safety (EHS)
 considerations were given special emphasis in the process development
 work.
 
 ADDITIONAL MANUFACTURING FACILITY
 
 The Companys plan to set up additional manufacturing facilities has
 progressed further during the year. Work has been completed
 satisfactorily at the new facility at the PCPIR (Petroleum, Chemicals
 and Petrochemical Investment Region), at Dahej in Gujarat and the
 Company expects to commence commercial production from this facility in
 Q1 of FY 2011-12. The Dahej plant will be a multi-purpose technical
 manufacturing facility for a number of Crop Protection products. This
 has enhanced the Companys ability to handle different type of
 chemistries leading to an increase in the potential to attract contract
 manufacturing from suitable alliance partners.
 
 FINANCE
 
 On 10th June, 2010, the Company allotted 64,82,296 fully paid-up Equity
 Shares of Rs. 10/- each, as Bonus Shares to the Shareholders, in the
 ratio of one Equity Share of Rs. 10/- each for every two Equity Shares
 held in the Company.
 
 During the year, the Company has raised Rs. 75 Crores by issue of 750,
 9.05% Secured Redeemable Non Convertible Debentures 2010-11 Series-I,
 of Rs. 10,00,000/- each, fully paid-up at par on Private Placement
 basis, in accordance with the provisions of SEBI (Issue And Listing Of
 Debt Securities) Regulations, 2008. The Debentures are listed on the
 Wholesale Debt Market Segment of the Bombay Stock Exchange Ltd.
 
 The Board of Directors of your Company has, subject to the requisite
 approvals being obtained by the Company, approved the sub-division of
 each of the Equity Shares of the face value of Rs. 10/- each fully
 paid-up in the Equity Share Capital of the Company, into 10 Equity
 Shares of the face value of Rs. 1/- each fully paid-up and
 consequential amendments to the Capital Clauses in the Memorandum and
 Articles of Association of the Company. Shareholders are requested to
 refer to Item Nos.8 to 10 of the Notice of the Annual General Meeting
 in this regard.
 
 INDUSTRIAL RELATIONS
 
 The overall relations with bargainable employees at all Units of the
 Company were cordial and harmonious during the year 2010-11. The
 overall manpower of the Company has increased from 846 to 918 during
 the year. This increase is mainly due to manning of the new facilities
 in Dahej. The management staff strength has increased from 660 to 738
 and the non management staff strength has reduced from 186 to 180
 during the year. The Company has amicably signed a long term settlement
 with the recognized union at its Ankleshwar plant.
 
 SUBSIDIARIES
 
 The Ministry of Corporate Affairs has granted a general exemption to
 companies, by General Circular No.2/2011 dated 8th February, 2011,
 under Section 212 (8) of the Companies Act, 1956, from attaching
 individual accounts of subsidiaries with its annual report.
 Accordingly, the Board of Directors of the Company has, by resolution,
 given consent for not attaching the Balance Sheet, Profit and Loss
 Account and other documents of its subsidiaries in the Annual Report of
 the Company for the financial year ended 31st March, 2011.
 
 However, the Consolidated Financial Statements of the subsidiaries
 (prepared in accordance with Accounting Standard 21 issued by the
 Institute of Chartered Accountants of India), form part of the Annual
 Report and are reflected in the Consolidated Accounts of the Company.
 Further, the financial data of the subsidiaries have been furnished
 under “Summary of Financial Information of Subsidiary Companies” and
 forms part of this Annual Report. The annual accounts of the
 subsidiaries and related detailed information will be kept at the
 Registered Office of the Company, as also at the head offices of the
 respective subsidiary companies and will be available to investors
 seeking information at any time.
 
 The consolidated financial results reflect the operations of the
 following subsidiaries: Metahelix Life Sciences Ltd.  (consolidated
 with its wholly owned subsidiary Dhaanya Seeds Ltd.), Rallis
 Australasia Pty Ltd. and Rallis Chemistry Exports Ltd.
 
 DIRECTORS
 
 Dr. S. Ramanathan will retire as Director of the Company at the
 conclusion of the Annual General Meeting. The Directors wish to place
 on record their appreciation of the valuable services rendered by Dr.
 Ramanathan during his tenure as Director of your Company.
 
 In accordance with Article 112(2) of the Articles of Association of the
 Company, Mr. E. A. Kshirsagar, Mr. R. Gopalakrishnan, Mr. B. D.
 Banerjee and Dr. K. P. Prabhakaran Nair retire and are eligible for
 re-appointment.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors,
 based on the representations received from the Operating Management,
 confirm that:
 
 (i) in the preparation of the annual accounts, the applicable
 accounting standards have been followed and that there are no material
 departures;
 
 (ii) they have, in the selection of the accounting policies, consulted
 the Statutory Auditors and have 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 affairs of the Company at the end
 of the financial year and of the profit of the Company for that period;
 
 (iii) they have taken proper and sufficient care, to the best of their
 knowledge and ability, 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;
 
 (iv) they have prepared the annual accounts on a going concern basis.
 
 CORPORATE GOVERNANCE AND INTERNAL AUDIT
 
 Besides continuing the usage of expertise of a single firm of Internal
 Auditors, the Internal Audit Department, under the direction of the
 Head - Internal Audit, also undertook a substantial number of internal
 audits by using internal resources, with a view to encompassing a
 larger universe. The benefits through this twin-pronged approach
 resulted in providing more assurance on compliance and sustenance in
 internal controls. Besides, this approach has also helped in
 establishing and evolving partnership with the various Function Owners.
 
 The Enterprise Risk Management framework, as well as the CEO/ CFO
 Certification framework as required under Clause 49 of the Listing
 Agreements with the Stock Exchanges, for controls testing pertaining to
 financial reporting, were well established.
 
 A Report on Corporate Governance, as required under Clause 49 of the
 Listing Agreement is annexed.
 
 AUDITORS
 
 At the Annual General Meeting, Members will be required to appoint
 Auditors for the current year and fix their remuneration. M/s. Deloitte
 Haskins & Sells, the existing Auditors have furnished a certificate
 regarding their eligibility for re-appointment. The Directors recommend
 that they be re-appointed as Auditors of the Company for the current
 year.
 
 COST AUDITORS
 
 Pursuant to the directives of the Central Government under the
 provisions of Section 233B of the Companies Act, 1956, M/s. N. I. Mehta
 and Co., Cost Accountants have been appointed to conduct Cost Audits
 relating to Insecticides (Technical Grade and Formulations) and
 Fertilizers of the Company.
 
 The due date for filling of the Cost Audit Reports for the financial
 year 2009-10 was 30th September, 2010. The Company has filed the
 Reports with the Ministry of Corporate Affairs on 27th September, 2010.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 As required under Section 217(1)(e) of the Companies Act, 1956 read
 with the Companies (Disclosure of Particulars in the Report of
 Directors) Rules, 1988, the information relating to conservation of
 energy, technology absorption and foreign exchange earnings and outgo
 is annexed.
 
 PARTICULARS OF EMPLOYEES
 
 The information required under Section 217 (2A) of the Companies Act,
 1956, read with the Companies (Particulars of Employees) Rules, 1975 as
 amended, is provided in the Annexure forming part of the Report. In
 terms of Section 219(1)(b)(iv) of the Act, the Report and Accounts are
 being sent to the Shareholders excluding the aforesaid Annexure.  Any
 Shareholder interested in obtaining the same may write to the Company
 Secretary at the Registered Office of the Company. None of the
 employees listed in the said Annexure is related to any Director of the
 Company.
 
 ACKNOWLEDGEMENT
 
 Your Directors wish to thank all the employees of the Company for their
 dedicated service during the year. They would also like to place on
 record their appreciation for the continued co-operation and support
 received by the Company during the year from bankers, financial
 institutions, business partners and other stakeholders.
 
                               On behalf of the Board of Directors
 
                                                 R. GOPALAKRISHNAN 
                                                          Chairman
 
 Mumbai, 
 29th April, 2011