Dear Members,
 
 The Directors present the Twenty Sixth Annual Report together with
 Audited Accounts for the year ended March 31, 2011.
 
                                                    (Rs. in lacs)
 
 FINANCIAL RESULTS                        YEAR ENDED     PERIOD ENDED
                                          31/03/2011       31/03/2010
                                         (12 MONTHS)       (9 months)
 
 Sales & Other Income                       35587.83         13406.96
 
 Profit before financial charges & 
 Depreciation                                4468.73           751.26
 
 Less: Financial Charges                      594.44           301.65
 
 Profit before Depreciation                  3874.29           449.61
 
 Less : Depreciation                          441.65           367.90
 
 Net Profit before tax                       3432.64            81.71
 
 Deferred Tax Expenses                        490.37              NIL
 
 Net Profit Before Adjustment                2942.27            81.71
 
 Prior period Adjustment (Net)                 52.43            11.24
 
 Capital surplus on waiver of principal 
 liabilities by term lenders / banks          351.00           758.22
 
 Waiver of Interest                              NIL           276.22
 
 Profit/(Loss) after adjustments             3345.70          1127.39
 
 Transfer to capital reserve                 (351.00)         (758.22)
 
 Profit / (Loss) for the year / period       2994.70           369.17
 
 Profit & Loss balance brought forward 
 from the previous year                     (4859.53)        (5228.70)
 
 Balance carried to Balance Sheet           (1864.83)        (4859.53)
 
 1.  RESERVE AND DIVIDEND
 
 In view of accumulated losses, your Directors regret their inability to
 recommend any dividend for the year under review.
 
 During the year under review, the company has created capital reserve
 of Rs. 351 Lacs being capital surplus arising out of waiver of
 principal liability in respect of term loan from lender.
 
 During the year under review, the company has allotted 1,21,36,187
 equity shares of Rs. 10/- each at a premium of Rs. 20/- per share.
 Accordingly, share premium reserve has been increased by Rs. 2427.24
 Lacs.
 
 2.  REVIEW OF OPERATIONS
 
 The company manufactures phosphatic fertilizers viz., Single Super
 Phosphate (SSP) in both Powder and Granular form along with Mixed
 Fertilizers, Sulphuric Acid and Soya oil.
 
 It may be pertinent to note that Govt. of India thankfully finalized
 the revised Nutrient Based Subsidy (NBS) Policy effective from 1st May,
 2010 and this placed SSP industry at par with other complex
 manufacturers. Moreover, the main objective of shifting from
 product-based subsidy (PBS) to nutrient- based subsidy (NBS) regime was
 to restore soil health by addressing the nutrient imbalances since
 sulphur has also been considered as one of the nutrients, which was
 neglected till now.
 
 The average capacity utilization of SSP industry for financial year
 ended March 2011 has remained at 49.50%. The capacity utilization of
 SSP during the year was 79.61% as against 70.22% reported during the
 previous financial year, which is considered to be highest in the
 industry of our size and operations. This increased capacity
 utilization was mainly due to availability of raw material and
 de-bottlenecking activities carried out at plants with active support
 from consortium members bank and better management of working capital
 though the working capital at the disposal of company remained at
 comparatively lower level as against peers in the industry.
 
 Due to expectant better realization on SSP with limited availability of
 working capital, the company focused its attention mainly on SSP
 segment which is its core competence. Hence the company made little
 focus on other products like mixed fertilizers – NPK, which require
 higher working capital and soya oil. However, during the current year
 the Company decided to concentrate on – NPK , Sulphuric acid, Oleum and
 Sulphur Trading activities etc with the sanction of additional working
 capital.
 
 Due to this, during the year ended March 31, 2011 your company has
 achieved remarkable sales turnover of Rs. 35,425.71Lacs whilst
 fertilizer and chemicals division contributed Rs. 30,780.79 Lacs and
 soya division contributed Rs. 4644.92 Lacs. EBIDTA of the company stood
 at Rs. 3874.29 Lacs.  This achievement is unparallel in the entire
 operation since inception of the company.
 
 During the year under review, the company has decided to utilize soya
 facilities depending on economic viability. Moreover, throughout the
 year, there was no parity in soya oil business which compelled the
 company to go slow in this regard to avoid losses.
 
 During the year, subsequent to negotiation with term lender and with
 thrust on debt reduction exercise, the term liability has been reduced
 by Rs. 1160 Lacs which will improve liquidity position in the long
 term.
 
 Your Directors are hopeful that with the continuance of NBS Policy with
 additional contribution from soya division and with the additional
 support from working capital bankers, the performance of the company
 would improve in the current year.
 
 3.  CAPITAL RESTRUCTURE
 
 In accordance with the DRS sanctioned by Hon. BIFR, the company has
 allotted to promoters 1,21,36,190 equity shares of Rs. 10/- each at a
 premium of Rs. 20/-per share which has resulted in increase of equity
 base from present level of Rs.5.55 crores to Rs. 17.69 Crores. These
 shares have been listed in Bombay Stock Exchange (BSE) with lock-in
 period as per SEBI Guidelines.
 
 4.  EXPANSION ACTIVITY
 
 At Udaipur, the production of SSP will increase from 1.32 lac MT to
 1.81 lac MT in the current year.  At the same time, company is also in
 the process of increasing capacity of GSSP from 0.66 lac MT to 1.66 lac
 MT. The related expansion work is going on as per schedule.
 
 At Indore, company has already applied for environmental clearances for
 expansion of SSP capacity by 1.00 lac MT.
 
 Moreover, at Pune unit with the de-bottlenecking, capacity would
 further increase.
 
 At Soya oil division, company has floated enquiry for Lecithin plant
 which will generate value-added product.
 
 5.  DICHARGE FROM THE PURVIEW OF SICA Your Directors are glad to put on
 record that Hon.  BIFR has discharged the company from the purview of
 Sick Industries Company Act (SICA) 1985 subsequent to the net worth of
 the company becomes positive. Your Directors are thankful to respective
 stake holders for unstinted support during difficult phase of the
 company.
 
 6.  CORPORATE GOVERNANCE
 
 A Report on Corporate Governance along with the Auditor''s Certificate
 regarding Compliance of the conditions of Corporate Governance as also
 a Management Discussion and Analysis Report pursuant to clause 49 of
 the Listing Agreement are annexed hereto.
 
 7.  DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors
 confirm that:
 
 1.  In the preparation of the annual accounts, the applicable
 accounting standards have been followed;
 
 2.  Appropriate policies have been selected and applied consistently
 and have 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 as at March 31, 2011 and of the Profit of the Company for the
 year ended March 31, 2011;
 
 3.  Proper and sufficient care has been taken 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
 
 4.  The financial accounts have been prepared on a going concern basis.
 
 8.  AUDIT COMMITTEE
 
 In accordance with the provisions of Section 292A of the Companies Act,
 1956 and Clause 49 of the Listing Agreement, the Company has
 constituted an Audit Committee comprising of the following Directors
 viz. Mr. C R Malaviya (Chairman), Mr. Deonath Singh and Mr. H.D.
 Ramsinghani . Audit Committee acts in accordance with the terms of
 reference specified from time to time by the Board.
 
 9.  SAFETY, ENVIRONMENTAL CONTROL & PROTECTION
 
 The Company has taken all the necessary steps for safety and
 environmental control & protection at its plants at Indore, Udaipur and
 Pune.
 
 10.  DISCLOSURE OF PARTICULARS
 
 Information as required under the Companies (Disclosure of Particulars
 in the Report of the Board of Directors) Rules, 1988 relating to the
 conservation of energy, technology absorption, foreign exchange earning
 and outgo is annexed hereto and forms a part of this Report.
 
 11.  PERSONNEL
 
 There were no employees who were employed during the period under
 review or part thereof and who were in receipt of remuneration in
 excess of the limits specified under Section 217 (2A) of the Companies
 Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as
 amended to date.
 
 12.  DIRECTORS
 
 The Hon''ble Board for Industrial & Financial Reconstruction (BIFR) ,
 vide its Order dated December 12, 2010, has discharged the Company from
 the purview of SICA / BIFR. Consequent to this the Hon''ble BIFR had
 withdrawn the nomination of Mr. K. Raghuraman from the Board of
 Directors of the Company with immediate effect. The Board places on
 record its sincere appreciation of the valuable contribution made by
 Mr. Raghuraman during his association with the company.
 
 Bank of India has withdrawn the nomination of Mr. A. P. Mohanty from
 the Board of Directors of the company w.e.f. 10/08/2011 and Mr. P. K.
 Srivastava was nominated the Nominee Director w.e.f.  10/08/2011. The
 Board places on record its sincere appreciation of the valuable
 contribution made by Mr. A. P. Mohanty during his association with the
 company.
 
 Shri D.N. Singh retires from the Board of Directors by rotation and is
 eligible for re-appointment.
 
 13.  AUDITORS REPORT
 
 Your Directors refer to the observations made by the Auditors in their
 Report and wish to state as follows:
 
 In respect of ascertainment of dues with micro small and medium
 enterprises, the Company is revising procedure for purchase so that
 relevant information can be easily made available. As regards interest
 free loan given to sick company and its subsidiary in earlier years,
 the Company has made provision in the books of accounts and at the same
 time the Company is making full efforts for recovery of these dues.
 
 14.  AUDITORS
 
 M/s. Dayal & Lohia, the Auditors of the Company retire at the
 conclusion of the forthcoming Annual General Meeting and being eligible
 to offer themselves for reappointment. The Company has received a
 certificate from them certifying that their appointment, if made, would
 be within the limits specified under Section 224(1-B) of the Companies
 Act, 1956.
 
 15.  COST AUDIT
 
 The Cost Account Records maintained by the Company for Fertilizers
 and Sulphuric Acid are subject to yearly audit by qualified Cost
 Auditors. The Company has appointed Mr R S Raghavan, a qualified Cost
 Auditor for conducting the Cost Audit of such records for the financial
 year 2011-12.
 
 16.  INDUSTRIAL RELATIONS
 
 The Industrial Relations remained cordial at all the units of the
 Company during the year under review.
 
 17.  ACKNOWLEDGEMENT
 
 Your Directors sincerely record their appreciation with gratitude for
 the continued support and assistance extended to the Company by the
 Financial Institutions, Banks and various Government Departments and
 Agencies and Creditors. The Directors place on record their
 appreciation for continued support of shareholders of the company. The
 Directors also wish to place on record the appreciation to the team of
 executives, staff and workers, who have shown devotion and efficiency
 in performing their jobs.
 
                                       For and on behalf of the Board
 
 Place : Mumbai                                       D J RAMSINGHANI
 
 Dated : August 12, 2011                 CHAIRMAN & MANAGING DIRECTOR