Dear Members,
 
 The Directors present their 40th Annual Report together with the
 audited statement of accounts of the Company for the financial year
 ended 31 March 2011.
 
 OPERATING RESULTS
 
                                                 (Rupees in crore)
 
                                               2010-11      2009-10
 
 Sales and services                             1729.02      417.07
 
 Other income                                     33.45      105.76
 
 Total income                                   1762.47      522.83
 
 Profit(ioss)before interest, 
 depreciation and tax                            196.44      (7.40)
 
 Interest                                         25.51      20.50
 
 Depreciation                                     88.95      96.67
 
 Profit/(loss) before tax                         81.98    (124.57)
 Provision for tax
 
 Profit/(loss) after tax                          81.98    (124.57)
 
 SPIC operates its business in four divisions:
 
 The Fertilizer Division manufactures fertilizer intermediates used for
 the production of fertilizers and nitrogenous and phosphatic
 fertilizers.
 
 - The Pharmaceuticals Division manufactures Penicillin-G, Potassium
 (fermentation-based), Active Pharmaceutical Ingredients, finished
 dosage products, industrial enzymes and plant-based nutraceuticals.
 
 - The Engineering/Construction Services Division offers specialized and
 extra high voltage transmission line construction, railway
 electrification, operation and maintenance and related engineering
 services.
 
 - The Agri-business Division offers products for sustainable
 agricultural development with a global footprint tissue culture plants
 and hybrid seeds.
 
 OPERATIONS
 
 Fertilizer Division
 
 Fertilizer Division''s Urea plant was started after a gap of three and a
 half years and stabilized; production was suspended due to constraints
 in working capital and also the anomaly in the fertilizer policy. Since
 the Ammonia and Urea plants w.ere idle for a long time, elaborate
 pre-commissioning activities, tests and trials were carried out in all
 equipments before starting the plants during October 2010 and the
 plants are operating well since then.  Phosphatic Plants and DAP
 production were also resumed from November 2010. The Company has made
 necessary arrangements for working capital.  During August 2010, the
 Company has commissioned Single Super Phosphate Plant with a capacity
 of 350 MT per day. Further, trading of Micro Nutrients / Plant Growth
 Promoters were commenced which achieved a turnover of over Rs.1,100
 lakhs.
 
 The production and sales performance of the Fertilizer Division for the
 period under review as compared with performance during the previous
 two financial years are as follows:
 
                                                         Qty in MT
 
 Product              Category      2008-09     2009-10     2010-11
 
                      Production      -            -        *297650
 Urea
 
                      Sales           -            -         290529
 
                      Production      -            -        **31116
 
 DAP-
 
                       Sales          -            -          30974
 
                      Production      6225       174605      175566
 Complex
 Fertilizer
                      Sales           6225       174603      171294
 
                      Production      -            -          14528
 
 SSP 
                      Sales           -            -           5074
 
                      Production      2463         3234        3388
 
 ALF3
 
                      Sales           2394         2058        4656
 
 Gypsum               Sales         148531       166305      205371
 
 *   Production commenced during October 2010
 
 ** Production commenced during November 2010
 
 Fertilizer Policy
 
 The Government of India introduced ''Nutrient Based Subsidy'' (NBS) for
 Phosphatics effective 1 April 2010. NBS is a welcome move for
 Fertilizer Industry and Indian Agriculture. The rise in production of
 food grains is partly attributed to the introduction of the NBS, which
 encourages farmers to use micronutrients depending on deficiency,
 unlike the earlier rampant use of nitrogenous fertilizers.
 
 In order to minimize the cost of production of Urea from Naphtha- based
 plants, the Government has announced that all Naphtha / Fuel Oil based
 plants producing high cost Urea have to necessarily convert to gas by
 March 2013 and stated that the subsidy on Urea would be computed on the
 basis of the gas prices after the said period. This policy would render
 the Naphtha-based Urea plants unviable. Though, presently, the Company
 is producing Urea from Naphtha, the Company is hopeful that the
 dispensation would continue post-2013 also.
 
 To reduce dependence on imported DAP, Department of Fertilizers is
 promoting Single Super Phosphate (SSP) as an alternative to augment the
 requirement of Phosphate. Accordingly the price control on SSP was
 removed and it was also brought under NBS. The above initiative has
 made SSP a low cost phosphatic fertilizer besides making SSP attractive
 to the industries. As stated earlier, the Company has also established
 a SSP manufacturing facility with a capacity to produce 1,00,000 MT per
 annum in the existing manufacturing facility at Tuticorin and the
 product is being marketed as SPIC SUPER and the market response is
 encouraging.
 
 Delivery Mechanism
 
 The Online Web-based Fertilizer Monitoring System (FMS) for monitoring
 production, distribution and sale of Urea and Phosphatic Fertilizers
 introduced by the Government is working well and Subsidy / Concession
 claims are generated on line. This has resulted in speedy disbursement
 of claims to all companies including SPIC.
 
 Pharmaceuticals Division
 
 SPIC''s Pharmaceuticals Division consists of four sub-divisions, nameiy,
 Penicillin-G (Pen-G), Active Pharmaceutical Ingredients (APIs),
 Formulations and Industrial Enzymes.
 
 Pen-G business: The production activity was shut down since January
 2010 due to (a) the continued availability of cheap imported Pen-G from
 China and Mexico; (b) import of Pen-G based forward derivatives and
 API''s from China and Mexico; and (c) high cost of production in India
 due to increased cost of vital inputs. The Company''s efforts for
 imposing anti-dumping duties on Pen-G and 6-APA from China and Mexico,
 though resulted in getting the final findings recommended by the
 Ministry of Commerce, was rejected by the Ministry of Finance which
 prevented the Company from competing in a level playing field.
 
 API: The production activity of the Unit was suspended at
 Maraimalainagar since July 2010, pursuant to possession of the land and
 building by ARCIL. Creation of infrastructure, recommencing production,
 regaining market share and resurfacing in a meaningful and profitable
 manner, warrant substantial investment which may not be commercially
 viable.
 
 Further, ARCIL has issued notice and taken over the possession of the
 immoveable properties of Pharma Unit at Cuddalore. In view of the
 aforesaid reasons, including ARCIL''s action, the Board of Directors
 during July 2011, has decided to permanently stop the operations of the
 said Units and to take appropriate follow up steps.
 
 Formulations: The Unit had improved its top-line and bottom-line in the
 current year, particularly due to enhanced export to Myanmar and Haiti,
 though the business is not encouraging in Iran and Sri Lanka. The
 increase in the volume of third party manufacturing services coupled
 with retention of existing customers have resulted in improved
 operations.
 
 Industrial Enzymes: The Unit had achieved sequential growth in the last
 3 consecutive years, despite the relocation of infrastructure from
 Maraimalainagar to Cuddalore during October 2010. Exports to China and
 other countries have witnessed growth. The Leather, Tea and Poultry
 segments have performed well with sustained grot/vth over the last 3
 years. Nevertheless, the growth of the Textile segment is affected due
 to the closure of the Units in textile belts consequent to orders of
 the judiciary. This segment is expected to improve, post the remedial
 measures proposed by the textile units.
 
 Engineering/Construction Services Division
 
 SPIC-SMO, comprising Transmission and Distribution Unit (T&D) and
 Operation, Maintenance and Engineering Unit (OM&E) is one of the
 Pioneers in implementing complex large-scale projects in Engineering,
 Procurement & Construction basis in power transmission and
 distribution, railway electrification and maintenance services in
 chemical, petrochemical, oil & gas, and fertilizer sectors, it achieved
 a turnover of Rs.24,638 lakhs and executed several contracts in India
 involving extra-high voltage transmission lines, operation and
 maintenance services, turnaround maintenance, inspection maintenance
 and repair services and railway electrification works.
 
 Transmission and Distribution Unit (T&D): During the year, the Unit
 achieved a turnover of Rs.24,009 lakhs . A major transmission line
 project of 400 kV double circuit connecting Damoh to Bhopal in Madhya
 Pradesh was successfully completed during the year under review. It is
 presently executing 9 transmission line projects for Power Grid
 Corporation of India (Powergrid) in Chattisgarh, Tamil Nadu, Haryana,
 Rajasthan, Punjab and Maharashtra and
 
 1 rural electrification project for Powergrid in Uttar Pradesh, under
 Government of India''s Rajiv Gandhi Grameen Vidyutikaran Yojana (RGGVY)
 Scheme, Besides, 4 railway electrification projects for Central
 Organisation for Railway Electrification (CORE), in Uttar Pradesh,
 Orissa and Bihar and 3 transmission lines and
 
 2 sub-station projects in Jammu & Kashmir, for the Power Development
 Department, Government of Jammu & Kashmir, are also under execution.
 
 Operation & Maintenance Unit (O&M): During the year, the Unit has made
 inroads into O&M services for medium scale chemical industries and
 there exists a good potential to expand the business in this sector.
 
 Agri-business Division
 
 During the year under review, the Tissue Culture Laboratory at
 Coimbatore recorded encouraging results despite production being
 affected due to 20% power cut throughout the year. The Division
 recorded sales of Banana and Gerbera plants of 19 lakhs and 11 lakhs
 respectively. During the year, 24.56 lakh plants of Banana, and 16.06
 lakh plants of Gerbera were produced. The Division recorded a turnover
 of Rs.1,235 lakhs.
 
 SUBSIDIARIES/JOINT VENTURES/INVESTMENTS
 
 SPEL Semiconductor Limited (SPEL)
 
 SPEL produced 317.06 million ICs during 2010-11 as against 258.11
 million ICs in 2009-10. Sales increased .to Rs.9,133 lakhs, registering
 a 4.78% growth over the previous year''s figure of Rs.8,716 lakhs. PAT
 was Rs.453 lakhs during 2010-11 compared to Rs.610 lakhs during
 2009-10. The reduced PAT was due to pricing pressures that resulted
 from the recession.  The outlook for 2011-12 looks promising with a 9%
 growth predicted; global semiconductor revenues are expected to reach $
 325 bilion up from 8 billion in 2010.
 
 Tamiinadu Petroproducts Limited (TPL)
 
 During 2010-11, the overall performance of TPL''s Linear Alkyl Benzene
 (LAB) operations has surpassed that of the previous year with increased
 production and sales. The installation of new molecular sieves in the
 n-paraffin Unit in January 2010 has yielded results improving the
 normal paraffin plant capacity utilization.  LAB production during the
 year was higher at 95,780 MT.
 
 The steady increase in crude prices during the year has not affected
 the performance significantly. TPL continues to derive energy
 conservation benefits year after year through advanced process controls
 and other stringent measures. During the year, TPL has taken up revamp
 of the pre-fractionation unit, to be followed by the revamp of the
 balance section of the n-paraffin unit. This will help to increase
 further the n-paraffin capacity in the years to come. New markets are
 being identified for increasing the sales volume.
 
 Among the Indian Companies, TPL continues to be the leader in meeting
 the domestic supplies of LAB to leading detergent manufacturers like
 Henkel India and Procter & Gamble.
 
 The performance of Epichlorohydrin (ECH ) plant was profitable with
 improved production and sales. The capacity utilization of the plant
 was 80%. The higher sales volume compared to the previous year was due
 to increased off-take in India. The margins improved in line with the
 price trend in international market. The international price trend
 seems to be moving north due to shut down of plant in Japan and reduced
 availability of products from Russia. Margins could have been better
 but for the high price of propylene and cost of power.
 
 The performance of the Caustic Soda / Chlor Alkali division, in terms
 of production and sales, was maintained in 2010-11 as well.
 Profitability was, however, affected due to non-availability of
 industrial grade salt, power cuts / restrictions on usage of power by
 TNEB leading to higher reliance on high cost captive power.  The
 increased cost of production could not be fully passed on to the
 consumer due to market competition.
 
 During March 2011, as a part of their business restructuring
 initiative, TPL divested 89% of its equity in Henkel India Limited, an
 FMCG company involved in the business of laundry and home care,
 cosmetics and toiletories.
 
 TPL has reported a net profit after tax of Rs. 1,950 lakhs for the year
 2010-11 as against Rs.1,077 lakhs during 2009-10. In view of the
 improved profit, the Board of Directors of TPL has proposed a dividend
 of 10%.
 
 Tuticorin Alkali Chemicals and Fertilisers Limited (TAC)
 
 Consequent to the restart of SPIC''s Ammonia Plant, TAC recommenced its
 manufacturing operations from Oct 2010.  During the year, based on the
 actual production period of 146 days TAC produced 27,621 MT of Soda
 Ash, 23,105 MT of fertilizer grade Ammonium Chloride and 225 MT of
 Sodium Bicarbonate and achieved a turnover of Rs.4,760 lakhs. TAC had
 received an export order from Malaysia for 5,200 MT of Ammonium
 Chloride Fertilizer Grade and further orders are likely to continue.
 The restructuring proposal of the Company with secured lenders is to be
 placed before the CDR EG for its approval followed by submission of the
 Draft Rehabilitation Scheme (DRS) of the Company to BIFR through the
 Operating Agency viz., IDBI Bank Limited.
 
 Orchard Microsystems Limited (OML)
 
 OML had opted for voluntary liquidation under Easy Exit Scheme 2011 and
 filed the necessary documents with the Ministry of Corporate Affairs.
 In view of the above, OML has drawn its financial statements for the
 period from 1 April 2010 to 25 April 2011 and reported a loss of
 Rs.155.57 lacs.
 
 SPIC Fertilizers And Chemicals FZE, Dubai (SFC FZE)
 
 During the first quarter of the Financial Year 2010-11, as a part of
 recovery process, the Jebel Ali Free Zone Authority (JAFZA) in Dubai,
 has taken over the land, Plant & Machinery of SFC FZE.  SFC FZE did not
 have any other option in this matter.  Simultaneously, the Plant &
 Machinery stored in the Ras Al Khaimah Port, (RAK) were auctioned to
 realize the storage charges payable to the RAK Port Authorities. The
 Promoters of SFC FZE, viz., your Company and the Emirates Trading
 Agency (ETA), Dubai have jointly decided to close the operations of the
 Project Company, SFC FZE in Dubai to be followed by the closure of the
 Holding Company, SPIC Fertlizers and Chemicals Limited, Mauritius.
 
 SPIC Petrochemicals Limited (SPIC Petro)
 
 Consequent to the take over of the assets and effects of SPIC
 Petrochemicals Limited (SPIC Petro) by the Official Liquidator (O L)
 during May 2010, SPC Petro ceased to be a subsidiary of SPIC. Asset
 Reconstruction Company (India) Limited (ARCIL) approached the Hon''ble
 High Court of Madras to allow them to take possession of the assets and
 effects of SPIC Petro under Section 13(4) of the Securitisation and
 Reconstruction of Financial Assets and Enforcement of Security Interest
 Act 2002 (SARFAESI ACT).  Accordingly, the Hon''ble High Court of
 Madras, vide its Order dated 20 Dec 2010 directed the O.L to handover
 the possession of the above assets and effects of SPIC Petro to ARCIL
 and ARCIL took possession of the same on 4 Jan 2011. Since then, it is
 under the custody of ARCIL. Chennai Petroleum Corporation Limited
 (CPCL) has obtained an interim injunction order from the Hon''ble High
 Court of Madras restraining ARCIL from encumbering SPIC Petro lands and
 to set aside the Orders passed by the Madras High Court on 20 Dec 2010
 in the Applications filed by ARCIL against the O.L.
 
 FINANCE
 
 REWORK PACKAGE
 
 Asset Reconstruction Company (India) Limited (ARCIL) and other
 financial institutions (except one lender) have approved the rework
 package dated 13 March 2010 through Corporate Debt Restructuring (CDR)
 mechanism (read with Term Sheet of ARCIL dated 28 March 2010) on
 successful implementation of which the Company would be eligible for
 substantial reduction in debts and interest accrued thereon. The
 Company has paid to ARCIL and other secured lenders Rs.82,555.15 lacs
 till 31 March 2011. During the year the Company had paid a sum of
 Rs.46,555.68 lacs (Previous year Rs.35,999.47 lacs) for distribution to
 secured lenders (including to those whose debts had not been assigned
 to ARCIL). ARCIL and certain other secured lenders have also converted
 part of the debts amounting to Rs.5,745 lacs into equity as stipulated
 in the CDR Rework Package, out of which Rs.2,745 lacs was converted
 duringthecurrentyear and Rs.3,000 lacs was converted during the
 previous year. Though the Company has commenced payment of dues to
 ARCIL, credit has not been taken for the expected relief in loan and
 interest liabilities in view of the delay in the payment of
 installments and pending satisfactory completion / compliance of
 various conditions stipulated in the said package.
 
 Pursuant to the rework package approved by ARCIL and other secured
 lenders, the Company had divested its entire shareholding in
 Indo-Jordan Chemicals Company Limited, Sical Logistics Limited and EDAC
 Engineering Limited. It also divested a major portion of the
 shareholding in Manali Petrochemical Limited. The sale proceeds were
 fully utilized for settlement of secured debts.
 
 The profit on sale of these investments was Rs. 14,048.95 lacs.
 
 Further, the Company in coordination with ARCIL monetised certain
 non-core assets for a value of Rs.9,987.14 lacs and incurred a loss of
 Rs. (3,463.19) lacs due to revaluation exercise carried out in March
 2006 when the market prices were ruling high.
 
 OPERATIONS :
 
 The Company executed a Memorandum of Understanding with Indian Oil
 Corporation Limited (IOCL) on 19 April 2010 mutually agreeing to the
 terms and conditions for resumption of supply of Naphtha and Furnace
 Oil and settlement of past dues. The Supply Agreement was also executed
 by the Company with IOCL on 24 April 2010. During the year, the Company
 has paid Rs.11000 lac towards settlement of past dues, including a sum
 of Rs.3000 lac released by the lead bank from the Trust and Retention
 Account (TRA).
 
 The start up of the nitrogenous Plants were delayed due to an
 unexpected machinery break down. After rectifying the defects, the
 nitrogenous Plants recommenced operations from 9 October 2010 and have
 been running steadily thereafter. The Company has also availed working
 capital facility for purchase of raw materials required for phosphatic
 fertilizer production.  Consequent to the delay in the commencement of
 Urea production, there was an operating loss on account of lower
 absorption of fixed costs. During the current year, there was an
 increase in fixed cost reimbursement by the Department of Fertilizers
 for Urea operations. The introduction of the Nutrient Based Subsidy
 (NBS) for phosphatic fertilizer resulted in additional realization of
 subsidy.  With the recommencement of nitrogenous plants, stepping up of
 the production of phosphatic fertilizers consequent to the tie up of
 raw materials and increase in realization of subsidy, the division was
 able to achieve a turnover of Rs.1,46,215.05 lacs and earn a profit of
 Rs.3,378.22 lacs .
 
 During the year, the Company had sold Fertilizer Companies Government
 of India Special Bond with a face value of Rs.434.90 lacs at a discount
 resulting in a loss of Rs.60.89 lacs.
 
 The non-operation of Pen G Unit from 15 January 2010 onwards is due to
 the unremunerative prices of Pen G. Pursuant to the possession of land
 and buildings at Maraimalainagar by ARCIL, inability to restart the Pen
 G operations and the non-viability of operations relating to R & D and
 API, resulted in a steep drop in turnover as well as an increase in
 operating loss. ARCIL also took possession of the immovable properties
 of the Pharma Unit at Cuddalore. The loss suffered by the Division
 during the current year was Rs. (5,227.41) lacs.
 
 The SMO Division and the Agri Business Division earned profits during
 the current year.
 
 The Company had suffered a loss of Rs. (2,387.40) lacs before taking
 into account the profit/loss on account of sale of assets and
 investments.
 
 The Profit for the year under review after exceptional item and tax was
 Rs.8,198.36 lacs. The accumulated loss has reduced from 1,57,368.83
 lacs as on 31 March 2010 to Rs.1,49,170.47 lacs as on 31 March 2011.
 
 PREFERENTIAL ALLOTMENT OF SECURITIES
 
 During the year under review, atthe request of Asset Reconstruction
 Company (India) Limited (ARCIL) and in line with the rework package
 approved by Corporate Debt Restructuring Empowered Group.
 
 - Secured lenders were allotted 32,14,734 Equity Shares of Rs.10/- each
 fully paid up, at an issue price of Rs.19 per share inclusive of
 premium of Rs.9 per share pursuant to the approvals of the Board at its
 meeting held on 6 August 2010 and the shareholders at the Annual
 General Meeting held on 21 September 2010, by conversion of debt of
 Rs.610.80 lacs into equity.
 
 ARCIL was allotted 1,06,71,001 Equity Shares of Rs.10 each fully paid
 up, at an issue price of Rs.20 per share inclusive of premium of Rs.10
 per share, pursuant to the approvals of the Board at its meeting held
 on 28 October 2010 and the shareholders at the Extraordinary General
 Meeting held on 29 November 2010 by conversion of secured debt of
 Rs.2,134.20 lacs into equity.
 
 GOING CONCERN
 
 The financial statements of the Company for the year have been prepared
 on a going concern in view of the following:
 
 i) The Company has recommenced the production of Urea from Oct ''10 and
 the production has stabilized.  The production of Phosphatic
 fertilisers continued during the current year. The other divisions,
 viz., SPIC Maintenance Organization, Enzymes, Formulation Units and
 Agribusiness continued their operations throughout the financial year.
 This has resulted in significant reduction in operating loss.
 
 ii) The execution of Supply Agreement during April ''10 with Indian Oil
 Corporation Ltd. to source naphtha and furnace oil resulted in the
 recommencement of operations of its nitrogenous fertiliser plants from
 Oct ''10.
 
 iii) The cut down of the urea subsidy payment cycle (due to the action
 of Department of Fertilizers, Government of India) resulted in
 reduction of working capital requirement and enabled to operate its
 nitrogenous fertiliser plants at stipulated capacity levels.
 
 iv) The increase in the fixed cost reimbursement in urea operations,
 (consequent to the Notification issued by the Department of
 Fertilisers, Government of India) resulted in additional realization of
 fertiliser subsidy and consequent improvement in profitability.
 
 The above positive developments have enabled the Company to operate the
 fertiliser plants, being its core business, at optimum levels resulting
 in profitable operations and reduction in the accumulated losses.
 
 v) The rework package dated 13 March 2010 approved under Corporate Debt
 Restructuring (CDR) mechanism (read with Term Sheet of ARCIL dated 28
 March 2010), as referred in Note B-3(b) of notes to the accounts
 envisages reduction in the debts to a sustainable level consequently
 improving the net-worth of the Company.
 
 DIVIDEND
 
 In view of the accumulated losses, it has not been possible for your
 Directors to recommend dividend on the preference and equity share
 capital of the Company for the financial year 2010-11.
 
 SUBSIDIARY COMPANIES
 
 The Ministry of Corporate Affairs, Government of India, vide its
 General Circular.no. 2/2011 dated 8 February 2011 has granted general
 exemption to Companies from applicability of Section 212 of the
 Companies Act, 1956. As per the general exemption, a statement
 containing brief financial details of the Company''s subsidiaries for
 the year ended 31 March 2011 is included in the Annual Report. The
 Annual Accounts of these Subsidiary Companies are open for inspection
 by any member of the Company / its subsidiary (ies) at the principal
 office of the Company during the working hours on all working days. The
 Company will make available these documents to the Members of the
 Company / its subsidiary(ies) upon receipt of a written request.
 
 PUBLIC DEPOSITS
 
 As on 31 March 2011, there were no outstanding public deposits and the
 overdue unclaimed deposits covering 32 depositors, amounted to Rs.6.03
 lacs.
 
 HUMAN RESOURCE DEVELOPMENT
 
 The Company, as always, places great emphasis on its human capital and
 the need to retain and develop talent in the present trying times the
 Company is going through. The Company provides a conducive and
 challenging work environment and provides opportunities for
 professional development of its employees through training and
 development.
 
 INDUSTRIAL RELATIONS
 
 Industrial Relations in the Company is cordial during the year under
 review.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 In accordance with the requirements of Section 217(2AA) of the
 Companies Act, 1956, the Directors of the Company declare that:
 
 (i) in the preparation of the annual accounts, the applicable
 accounting standards have been followed along with proper explanation
 relating to material departures;
 
 (ii) the Directors have 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 31 March 2011.
 
 (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 for the reasons stated in Note B 4 of Schedule 16.
 
 DIRECTORS
 
 Thiruvalargal B Elangovan and B Narendran, Directors who retire by
 rotation at this Annual General Meeting, being eligible, offer
 themselves for reappointment.
 
 Tamilnadu Industrial Development Corporation Ltd. (TIDCO) withdrew the
 nomination of Dr (Thirumathi)S Revathi and in her place, nominated
 Thiru M S Shanmugam, IAS, Joint Secretary to Government, Industries
 Department and he was appointed a Director effective 26 July 2011.
 
 In accordance with Clause 49 of the Listing Agreement, particulars
 relating to the aforesaid Directors seeking re-election/appointment at
 the ensuing Annual General Meeting are furnished in the annexure to the
 Notice.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 In terms of Section 217(1)(e) of the Companies Act, 1956, information
 relating to conservation of energy, technology absorption and foreign
 exchange earnings and outgo is set out in the annexure forming part of
 this Report.
 
 PARTICULARS OF EMPLOYEES
 
 None of the employees of the Company was in receipt of remuneration in
 excess of the amount prescribed by Section 217 (2A) of the Companies
 Act, 1956 read with Companies (Particulars of Employees) Rules,1975, as
 amended.
 
 ACKNOWLEDGEMENT
 
 Your Company is grateful for the co-operation and continued support
 extended by the Department of Fertilizers, Ministry of Chemicals and
 Fertilizers, Ministry of Petroleum and Natural Gas, Ministry of
 Agriculture, Ministry of Corporate Affairs and other departments in the
 Central Government, the Government of Tamilnadu, other State
 Governments, Tamilnadu Industrial Development Corporation Limited,
 Tamil Nadu Electricity Board, ARCIL, Financial Institutions and Banks.
 The Directors appreciate the dedicated and sincere services rendered by
 all employees of your Company.
 
                                           On behalf of the Board 
 Place: Chennai                                  ASHWIN C MUTHIAH
 
 Date : 26 July 2011                                Vice Chairman