TO THE MEMBERS OF TATA CHEMICALS LIMITED
 
 The Directors hereby present their seventy third Annual Report together
 with the Audited Statement of Accounts for the year ended 31st March,
 2012:
 
 FINANCIAL RESULTS
 
                                                           Rs. in crores
 
 Particulars               Standalone                Consolidated
 
                       2011-12       2010-11     2011-12         2010-11
 
 Total Income          8267.61       6440.89    13973.87        11156.34
 
 Profit before 
 Depreciation and 
 Exceptional items     1122.13        800.02     2044.47         1608.87
 
 Less: Depreciation     224.68        204.46      508.68          451.05
 
 (Add)/ Less : 
 Exceptional items      133.10         36.86      152.36           36.86
 
 Profit before tax      764.35        558.70     1383.43         1120.96
 
 Tax                    177.75        150.21      343.92          274.92
 
 Profit after tax       586.60        408.49     1039.51          846.04
 
 Minority 
 Interest                    -             -      199.46          192.57
 
 Share of Loss 
 in Associates               -             -        2.46               -
 
 Profit 
 Attributable to 
 shareholders           586.60        408.49      837.59          653.47
 
 Add:
 
 Balance in 
 Statement of 
 Profit and Loss       1943.42       1869.33     2666.37         2374.96
 
 Other Adjustments        0.40             -      (19.76)              -
 
 Amount available 
 for Appropriation     2530.42       2277.82     3484.20         3028.43
 
 Appropriations -
 
 (a) Proposed 
 Dividend               254.76        254.76      254.76          254.76
 
 (b) Tax on 
 Dividend                38.01         38.79       64.50           41.33
 
 (c) General 
 Reserve                 58.66         40.85       68.80           53.47
 
 (d) Debenture 
 Redemption 
 Reserve                     -             -       12.50           12.50
 
 (e) Transfer to 
 Other Reserves              -             -        5.31               -
 
 (f) Balance 
 Carried 
 forward               2178.99        1943.42    3078.33         2666.37
 
                       2530.42        2277.82    3484.20         3028.43
 
 DIVIDEND
 
 For the year under review, the Directors have recommended a dividend of
 Rs. 10 per share (Rs. 10.00 per share for the previous year) on the Equity
 Shares of the Company aggregating to Rs. 292.77 crores [including
 Dividend Tax (net)].
 
 PERFORMANCE REVIEW
 
 The net revenue from the operations of the Company increased from Rs.
 6,333 crores to Rs. 7,987 crores, registering a growth of 26% over the
 previous year. Profit before tax was Rs. 764 crores whereas the Profit
 after tax was at Rs. 587 crores, an increase of 37% and 44% respectively,
 over the previous year.
 
 The consolidated net revenue from the operations increased from Rs.
 11,061 crores to Rs. 13,806 crores, an increase of 25% over the previous
 year. On consolidated basis the Profit before tax was Rs. 1,383 crores
 whereas the Profit after tax before Minority Interest and share of Loss
 in Associate was at Rs. 1,040 crores, an increase of 23% and 23%
 respectively, over the previous year. Profit attributable to the Group
 after deducting the minority interest and share of loss in Associate
 was at Rs. 838 crores, an increase of 28% over the previous year.
 
 Tata Chemicals Limited''s (TCL or the Company) operation is organised
 under four segments i.e. (1) Inorganic Chemicals comprising Soda Ash,
 Salt, Sodium Bicarbonate, Marine Chemicals, Caustic Soda and Cement,
 (2) Fertilisers segment comprising Fertilisers and other traded
 products, (3) Other Agri-inputs including Rallis India Limited''s
 operations and (4) Others - comprising Water Purifier, Bio-fuels and
 Pulses. Performance review of these businesses is as under:
 
 1.  INORGANIC CHEMICALS SEGMENT
 
 1.1 INDIA OPERATIONS:
 
 During the year, the Company''s Industrial Chemicals operation in India
 achieved sales of Rs. 1,483 crores compared to sales of Rs. 1,202 crores in
 the previous year. The year witnessed an increase in the Gross Sales
 Realisation (GSR) of soda ash as compared to the previous year, thereby
 absorbing some of the substantial cost pressures facing the business
 and reflecting the market supply-demand balance. Increased usage of
 some low-grade soda ash substitutes, use of cullets and slow down in
 dyes and other chemical sectors, coupled with de-stocking of the
 product pipeline by customers resulted in flat domestic demand for soda
 ash. While the domestic manufacturers maintained their position in the
 market, a slowdown was seen in imports from most major exporting
 sources. High energy costs and costs of other key inputs led to an
 increase in prices across the globe. A volatile exchange rate added to
 the adverse impact specifically in the Indian market.
 
 The sodium bicarbonate market demand also remained flat this year on
 the back of a 15% growth in Financial Year (FY) 2010-11. While domestic
 players managed to strengthen their position, imports lost some ground
 in the market. The Company was able to consolidate the sale of
 Alkakarb® a variant and established Sodakarb®, a branded food-grade
 sodium bicarbonate.
 
 The Company also commenced trading operations in the Inorganic
 Chemicals space to increase its product offering to customers and
 leverage its customer connect and distribution network.
 
 Soda Ash
 
 The Indian soda ash demand remained flat due to delays in commissioning
 of some float glass lines and increased consumption of low-grade
 substitutes. However, the Company''s strong relationship with customers
 and relentless focus on increasing already high service levels has
 enabled the Company to maintain its market share in spite of sluggish
 demand. The Company was able to increase its market share on the back
 of higher domestic soda ash sales volumes. Prices remained firm during
 the year and helped mitigate the input cost pressures. Key packaging
 automation projects were completed in the plant at Mithapur. The
 Company also upgraded the salt works during the year to cater to the
 increasing brine and raw salt requirements for the site.
 
 The Company''s production of soda ash at Mithapur in FY 2011-12 was
 690,181 Metric Tonnes (MT) as against the previous year''s figure of
 696,746 MT on account of some constraints in the availability of raw
 materials and power. However, the Company achieved its highest ever
 sales in the Indian domestic market of 673,867 MT of soda ash during
 the year, as against 668,774 MT during the previous year.
 
 After a slowdown during the current year, there are signs that the
 market demand will be boosted by commissioning of one float and another
 container glass line. Most of the float glass and container glass
 units, including two container glass lines commissioned in the previous
 year, are expected to operate at full capacity. Strengthening
 end-consumer demand for detergents, silicate and glassware industries
 will also translate into strong soda ash demand.
 
 Sodium Bicarbonate
 
 During the year, the Company achieved the highest ever sodium
 bicarbonate production of 80,285 MT which was 3% higher than in the
 previous year. Sales at 81,381 MT were 7% higher than the previous
 year, helping the Company achieve a market share of more than 50% in
 the domestic market. In FY 2011-12, the Company consolidated Alkakarb®
 and established Sodakarb® brands in the Indian bicarbonate market with
 consistent sales and encouraging demand pipeline. This is in line with
 the Company''s plan to offer value added branded variants as the
 domestic market matures and grows over a period of time and is
 consistent with its global portfolio for this product.
 
 During the year under review, the market remained flat against a growth
 of 15% in the previous year. This slow down in sodium bicarbonate
 demand is attributed to reduction in leather exports and slump in the
 dyeing industry. While any major recovery in the dyes and leather
 segment is not expected, the full-swing commencement of commercial
 operations of a new application and a growing foods segment would help
 sustain double digit growth rates through the coming years.
 
 Cement
 
 The Company''s cement plant was set up in 1993 to handle solid wastes
 generated as by-products of soda ash manufacture. The Company uses
 technology to separate solid effluents and process them into Ordinary
 Portland Cement (OPC) and Masonry Cement. It enables the Company to
 convert its fly ash (generated in the power plant) into an useful
 construction material. While the upward trend in raw material and
 energy prices is likely to impact margins, the business will continue
 to focus on catering to the nearby markets for maximising realisations.
 During the year, the Company''s production of OPC cement was 435,809 MT
 and sales was 427,990 MT. It also achieved the highest-ever production
 and sale of Masonry Cement at 82,594 MT and 82,338 MT, respectively.
 
 Consumer Products - Salt and Related Products
 
 During the year, the Consumer Products demonstrated strong performance
 by leveraging its distribution system and brand equity.
 
 Iodised salt production in Mithapur was 621,933 MT, up 12% from 553,386
 MT in the previous year. Overall, branded salt sales grew by 9% from
 799,668 MT in FY 2010-11 to 868,525 MT in FY 2011-12. Sale of Tata Salt
 grew by 12% in volume from 583,839 MT in FY 2010-11 to 654,468 MT in FY
 2011-12. Sale of I-Shakti grew from 201,888 MT in FY 2010-11 to 202,305
 MT in FY 2011-12. Amongst the major brands, I-Shakti continues to
 maintain the most distributed brand after Tata Salt with a reach of
 5.94 lac retail outlets. The Company''s market share of its salt
 portfolio has increased to 64.3% in the National Branded Salt segment,
 up from 61.8% in FY 2010-11.
 
 I-Shakti cooking soda sales showed an encouraging growth of 28% with
 sales of 1,284 MT during the year as compared to 1,003 MT in the
 previous year.
 
 during the year, sales turnover of the consumer business grew by 24% to
 Rs. 958 crores from Rs. 772 crores in the previous year.
 
 The Consumer Products continue to work towards new product development
 through salt variants, bi- carbonate based products and development of
 other categories.
 
 1.2 OVERSEAS OPERATIONS
 
 1.2.1 Tata Chemicals North America Inc.,
 
 During the year, Tata Chemicals North America Inc., (TCNA) achieved
 gross sales of USD 481 million (Rs. 2,306 crores) and EBITDA of USD 123
 million (Rs. 589 crores). These were higher by 20.55% and 4% respectively
 over the previous year figures.
 
 Soda Ash volumes during the year were 2,376,161 MT as against the
 previous year volume of 2,383,568 MT.  Export sales volumes were up 6%
 as against the previous year, with sales to Latin America and Asia the
 primary drivers. Sales volumes to North American customers were 0.8%
 higher as against the previous year with increase in flat glass,
 offsetting declining volume demand in container glass, detergent and
 chemical end use markets. Price increases throughout the year were
 driven by high capacity utilisation rates in the US soda ash industry
 and raw materials cost increases at global synthetic soda ash
 producers.
 
 1.2.2 Tata Chemicals Europe
 
 Tata Chemicals Europe achieved sales turnover of GBP 190 million (Rs.
 1,452 crores), registering an increase of 13.77% over the previous
 year. EBITDA was up to GBP 39 million (Rs. 287 crores). Low soda ash
 production volumes and some weak carbon quality were offset by good
 numbers from the salt business.
 
 Soda Ash
 
 Soda ash production was 804,627 MT, up by 3% as compared to the
 previous year with much improved production at Lostock but continued
 weak volumes from the Winnington factory due to a number of technical
 problems and enforced instability in plant management.
 
 Sodium Bicarbonate
 
 Sodium bicarbonate production was 101,785 MT, an increase of 2% over
 the previous year and the first time 100,000 MT mark has been exceeded
 at the Northwich factories.
 
 Salt
 
 Salt production of 466,546 MT and sales of 426,899 MT generated an
 EBITDA contribution of GBP 17.3 million (Rs. 312.21 crores) while
 borehole debrining earned an EBITDA of GBP 1.9 million (Rs. 14.52 crores)
 as part of the contract with E lectricite de France in respect of gas
 storage.
 
 1.2.3 Tata Chemicals Magadi Limited
 
 During the year, the Turnover was at USD 116.81 million (Rs. 560 crores)
 as against USD 97 million (Rs. 442 crores) of the previous year,
 registering an increase of 20.42%. Sales volumes for both the Standard
 Ash (SAM) and Premium Ash (PAM) were at par with the previous year.
 Sales price at all regions were higher reflecting stronger capacity
 utilisation for global soda ash traders and raw material cost increases
 for synthetic soda ash producers.
 
 The combined sales volumes for both PAM and SAM were 484,612 MT as
 compared to 482,731 MT for the previous year, an increase of 0.4%.
 EBITDA increased by 129% to USD 20.65 million (Rs. 99 crores) from USD 9
 million (Rs. 41 crores) in the previous year. This is attributable to
 higher soda ash prices, improved energy and power efficiencies and
 controlled fixed costs.
 
 Going forward, the company will continue its focus on plant
 optimisation through initiatives such as Lean Six Sigma and stringent
 cost control measures as well as cash conservation.
 
 2.  FERTILISER SEGMENT
 
 The Company has been recording consistent growth in Agri sector over
 the past few years. Attempts have been made by the Government of India
 to develop market oriented policies and curb the subsidy outgo. The
 Company is a prominent manufacturer of Urea and Phosphatic Fertilisers
 in India.
 
 2.1 CROP NUTRITION BUSINESS
 
 The Crop Nutrition business comprises Nitrogenous Fertilisers i.e. Urea
 manufactured at Babrala Plant and Phosphatic Fertilisers like
 Di-ammonium Phosphate (DAP), Nitrogen, Potash and Phosphorous (NPK),
 Single Super Phosphate (SSP) manufactured at the Haldia plant. During
 this year, the Company commissioned India''s first Customised Fertiliser
 manufacturing facility at Babrala. In addition to these, the Company
 imports and sells Muriate of Potash (MOP), DAP and supplies other crop
 nutrition products like Specialty Fertilisers and organic materials.
 During the year, the Crop Nutrition and Agribusiness operations of the
 Company achieved a turnover of Rs. 5,641 crores as against the previous
 year''s Rs. 3,491 crores.
 
 Urea
 
 During the year, the Babrala plant achieved an annual Urea production
 of 1,165,557 MT, higher by 48,404 MT as compared to the previous year.
 The specific energy consumption during the year was 5.315 GCal/MT as
 against 5.26 GCal/MT in the previous year due to disruptions in
 production arising out of damage to the ammonia converter.
 
 DAP / NPK / SSP
 
 During the year, the Haldia plant achieved a combined production of
 708,230 MT of DAP, NPK and SSP as against the previous year''s
 production of 710,379 MT. The sales of DAP, NPK and SSP were 711,458 MT
 during the year as against 705,384 MT in the previous year.
 
 Imported Products (DAP / MOP)
 
 During the year, due to the anticipated shortage of DAP in the country,
 a huge quantity of complex fertilisers were imported into the country.
 While the Company did not import other complex fertilisers, it sold
 imported DAP and Potassic fertilisers of 284,773 MT and 160,425 MT as
 against the previous year volume of 277,018 MT and 217,215 MT,
 respectively. The MOP imports into the country started only in the
 second half of the year due to delays in price finalisation in India.
 This affected the sales volume of this product. The significant
 increase in maximum retail price to the farmer also affected the
 consumption of Potassic fertilisers.
 
 Specialty Crop Nutrients and Micro-Nutrients
 
 The Company continued to grow in this area by expanding into western
 and southern parts of India and introducing three new products.
 
 Customised Fertilisers
 
 The first set of products under the Paras Farmoola range targeted the
 key crops of Paddy, Wheat, Potato and Sugarcane in western Uttar
 Pradesh. The Company sold a total quantity of 54,173 MT during the
 year, while the capacity stands at 132,000 MT p.a. This being a new
 concept in India, the Company would like to promote this product in a
 phased manner.
 
 2.2 NETWORK OF DEALERS AND FRANCHISEES
 
 The traditional Sales Channel has now been extended throughout India.
 In addition, the Company also operates retail outlets under the brand
 of Tata Kisan Sansar (TKS) in the Northern and Eastern parts of India.
 These franchisee outlets act as one-stop shops offering quality
 agricultural inputs and Agri Solutions such as advice on crops,
 application services and farming practices.
 
 The dealer and franchisee network deal with all products such as
 Primary Nutrients (Urea, DAP, MOP, NPK, etc.), Specialty Fertilisers
 (Zinc sulphate, boron, micronutrients, calcium nitrate, organics, water
 soluble fertilisers etc.), Seeds (Field crops, vegetable crops) and the
 entire range of Pesticides.
 
 Along with the above mentioned inputs, the Company is providing
 products of other reputed companies through this retail network which
 help farmers to get all nutrients and inputs under one roof.
 
 3.  OTHER AGRI INPUTS
 
 Rallis India Limited (Rallis)
 
 Rallis posted consolidated revenues of Rs. 1,274.87 crores during the
 year, registering a growth of 17% over the previous year figure of Rs.
 1,086.26 crores. Profit before tax on a consolidated basis was Rs. 149.39
 crores, which was 19% lower than the profit before tax of Rs. 184.48
 crores during the previous year. Exceptional items such as cessation
 costs of Rs. 17.19 crores and losses relating to foreign exchange of Rs.
 9.67 crores impacted the profits. However, the EBIDTA percentage on a
 consolidated basis as compared to the previous year has gone up by 11%.
 
 The Domestic Formulation business registered a growth of 2% over the
 previous year, driven by a sustained performance of the key brands. The
 International Business Division registered an increase of 48% in sales
 as compared to the sales during FY 2010-11 and it comprised 33% of the
 total revenues of the company during the year.
 
 Subsequent to the year under review, Rallis has entered into definitive
 agreements for the acquisition of a majority equity stake in Zero Waste
 Agro Organics Private Limited, a Maharashtra based organic manure and
 soil conditioners manufacturing company. With this acquisition, the
 product portfolio of Rallis will be strengthened with organic manure
 and soil conditioner products to improve deteriorating soil health and
 drive agriculture productivity.
 
 4.  OTHERS
 
 4.1 Water Purifier
 
 Tata Swach Water Purifier is available for sale throughout India except
 in the North-East and in Jammu & Kashmir and has been accepted well in
 the market. Tata Swach has been voted the ''Product of the Year - 2012''
 in the water purifier category by over 30,000 consumers during a survey
 conducted by Nielsen in over 36 cities.
 
 4.2 Pulses
 
 After promising results from the pilot project, the Company took Tata
 I-Shakti unpolished pulses nationally leveraging on its extensive
 distribution network. The product is now available in 19 States. In the
 coming year, the Company intends to focus on brand building activities
 and consumer awareness campaigns for promoting Tata I-Shakti unpolished
 pulses.
 
 4.3 Biofuels
 
 As a part of its Biofuels Research and Development Programme using non
 conventional raw materials, the Company had set-up a bio-ethanol test
 plant of 30 KLPD at Nanded, Maharashtra. After two years of operational
 experience, the plant has been closed during the year. Due to uncertain
 economic environment in Europe, the Company is taking a cautious
 approach in its bio-ethanol project based on sugarcane at Mozambique
 for which the Government of Mozambique has given concessions for 15,934
 hectares of productive land on the banks of the river Zambezi in
 Mozambique.
 
 4.4 Nutraceuticals
 
 Innovation Centre (IC) of the Company has developed a unique process
 for manufacturing Prebiotics such as Fructo, Galacto and Iso-Malto
 Oligosaccharides (FOS, GOS and IMO). The unique feature of the process
 lies in it being environmentally benign (green), producing cost
 competitive and high purity product. In the last few years, the
 Prebiotics'' acceptability has grown worldwide due to its effectiveness
 in improving the digestive system, increasing uptake of vital nutrition
 from foods and thereby combating lifestyle diseases. This, coupled with
 the fact that a validated process for the Prebiotics is in place,
 presents an opportunity to build a business around this. Pilot plant
 trials where undertaken at a third party facility to ascertain customer
 acceptance of the products and to overcome operational issues typically
 associated with a scale-up process.
 
 The Company proposes to set up a manufacturing facility in Chennai for
 nutraceuticals at a cost of Rs. 12 crores. Land has been acquired for
 this purpose and construction work will start once all the statutory
 approvals are in place.
 
 5.  JOINT VENTURES
 
 5.1 Indo Maroc Phosphore S.A. (IMACID)
 
 IMACID is a joint-venture company established in Morocco and is engaged
 in the manufacture of phosphoric acid. In IMACID, the Company has a
 33.33% shareholding, together with two other equal partners, Chambal
 Fertilisers and Chemicals Limited and Office Cherifien Des Phosphates
 (OCP), Morocco, the world''s largest producer of Rock Phosphate and
 other phosphatic fertiliser products. The Company secures phosphoric
 acid through supply from IMACID for manufacture of granulated DAP and
 NPK fertilisers at its Haldia facility.
 
 During the year, the cumulative production of phosphoric acid in this
 period was 329,173 MT as against 362,842 MT of the previous year. The
 lower production was on account of a shutdown of the plant during the
 fourth quarter of FY 2011-12 due to adverse market conditions for its
 product. On a calendar year basis, the year 2011 saw the highest ever
 production of 429,622 MT as against a design capacity of 430,000 MT.
 Strong financial performance and cash reserves facilitated payout of
 512 Million Moroccan Dirhams (Rs. 299.63 crores) as a special Dividend to
 its shareholders during the year.
 
 5.2 Khet-Se Agriproduce India Private Limited
 
 Khet-Se Agriproduce India Private Limited (Khet-Se) is a joint venture
 (JV) between TCL and Total Produce, Ireland, one of Europe''s largest
 fresh produce providers.
 
 During the year, Khet-Se achieved a total distribution of 1,118 MT as
 against 5,660 MT of fresh produce valued at Rs. 2.49 crores as against Rs.
 9.46 crores in the previous year. However, due to strategic reasons
 Khet- Se operations have been suspended from October, 2011.
 
 5.3 JOil (Singapore) Pte. Limited (JOil)
 
 JOil, a Jatropha seedling company, is based in Singapore in which the
 Company holds a 33.78% stake. JOil has been set up by the Temasek Life
 Sciences Laboratory Limited (TLL), Temasek Life Sciences Ventures Pte.
 Limited (a subsidiary of Temasek Holdings) and other investors in
 Singapore. JOil has set up commercial seed orchards in India and
 Indonesia and has established tie-ups with tissue culture labs at
 various locations to produce and market high yielding Jatropha
 seedlings. JOil recently announced the successful yield of more than 2
 tons of seeds per hectare in the first year of its field trials and the
 world''s first GM Jatropha with high oleic acid. Through this JV, the
 Company has secured exclusive marketing rights for JOil''s Jatropha
 seedlings in India and East Africa and a preferential price for
 seedlings it requires for its own cultivation of Jatropha.
 
 5.4 EPM Mining Ventures Inc.
 
 The Company through its overseas subsidiaries has invested 25.70% stake
 in EPM Mining Ventures Inc. (EPM), a company listed on the Toronto
 Stock Exchange, Canada. EPM is an exploration-stage pre-revenue potash
 development company. Controlling over 123,000 acres on the Sevier Lake
 in Millard County, Utah, EPM expects to develop a world-class mining
 site. The project intends to produce Sulfate of Potash (SOP -
 fertiliser) and other beneficial minerals using an
 environmental-friendly solar evaporation process.
 
 5.5 Natronx Technologies LLC
 
 The Company, through its subsidiary in United States, has signed
 definitive agreements to form an equal stake (33.33%) joint venture
 viz. Natronx Technologies LLC (Natronx) with FMC Corporation, U.S.A.
 and Church & Dwight Co. Inc., U.S.A. to manufacture and market
 sodium-based dry sorbents for air pollution control in electric utility
 and industrial boiler operations. The sorbents, primarily sodium
 bicarbonate and trona, are used by coal-fired utilities to remove
 harmful pollutants, such as acid gases, in flue-gas treatment
 processes.  Natronx intends to invest approximately USD 60 million (Rs.
 300 crores) to construct a 450,000 ton per year facility to produce
 trona sorbents.
 
 FINANCE
 
 During the year, with a view to augment long-term funds to part-finance
 the capital expenditure program, the Company has raised USD 60 million
 (Rs. 300 crores) through External Commercial Borrowings (ECB) with a
 bullet repayment due at the end of 5 years. The Company also generated
 additional funds through sale of shares of other group companies.
 
 Debenture and FCNR (B) loans of Rs. 150 crores and USD 25 million (Rs. 122
 crores) respectively were redeemed / repaid on due-dates during the
 year.
 
 Significant increase in working capital and a firm interest rate regime
 during the year were challenges faced by the Company. Despite this, the
 Company was able to contain the increase in interest costs which
 increased marginally by 4% (Rs. 8.70 crores).
 
 During the year, the Company''s step-down subsidiary Tata Chemicals
 North America Inc. (TCNA) had entered into loan agreements to raise
 debt of USD 375 million (Rs. 1,908 crores) to refinance its high cost
 debt, fund its capital expenditure and to fund distribution to its
 parent company. The drawdown of the loans were made in March, 2012.
 
 During the year, Rallis India Limited, a subsidiary of the Company and
 IMACID, a joint venture, have paid dividends of Rs. 20.44 crores and Rs.
 100.28 crores respectively to the Company. Further, TCNA, a step-down
 subsidiary of the Company, has paid a dividend of USD 98.71 million (Rs.
 473 crores); which has been utilised to repay loans taken for financing
 the acquisition of EPM Mining Ventures Inc., USA, repay debt of Tata
 Chemicals Magadi Limited with a view to restructure its balance sheet
 and redeem preference capital held by the Company.
 
 REORGANISATION OF GLOBAL CHEMICALS BUSINESS
 
 With a view to reduce the number of intermediate holding companies, as
 also to bring the holding structure of its global chemicals business
 under a single umbrella, thereby mirroring the holding and the
 operating structures, the Company initiated plans to collapse the
 multiple entities in the most efficient and effective manner. To this
 end, the Company had embarked upon a global reorganisation initiative
 under which the offshore chemical entities viz.  Tata Chemicals Europe
 Limited, Tata Chemicals Magadi Limited and Tata Chemicals North America
 Inc. have come under a single holding company through the existing
 step-down subsidiaries.
 
 Consequently, Bio Energy Venture-2 (Mauritius) Pvt. Ltd. merged with
 Bio Energy Venture -1 (Mauritius) Pvt. Ltd. and Wyoming -2 (Mauritius)
 Pvt. Ltd. merged with Wyoming -1 (Mauritius) Pvt. Ltd. Subsequently,
 Wyoming -1 (Mauritius) Pvt. Ltd. merged with the Company.
 
 AMALGAMATION OF WYOMING-1 (MAURITIUS) PVT. LTD. WITH THE COMPANY
 
 During the year, the Scheme of Amalgamation of Wyoming-1 (Mauritius)
 Pvt. Ltd. (Wyoming-1), a wholly owned subsidiary, with the Company
 (''the Scheme'') was filed before the High Court of Judicature at Bombay
 for its sanction pursuant to Section 391-394 of the Companies Act, 1956
 (''the Act'').
 
 The Hon''ble High Court of Judicature at Bombay sanctioned the Scheme
 vide its Order dated 4th May, 2012. The Scheme became effective on 23rd
 May, 2012 with the Appointed Date of the Scheme as 1st January, 2012.
 No shares of the Company were issued and allotted in lieu or exchange
 of the equity shares of Wyoming 1 under the Scheme.
 
 Accordingly, the standalone balance sheet for the financial year ended
 31st March, 2012 of the Company includes financial results of Wyoming 1
 from 1st January, 2012.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 The Consolidated Financial Statements pursuant to clause 32 of the
 Listing Agreement entered into with the Stock Exchanges and prepared in
 accordance with the Accounting Standards is attached herewith.
 
 SUBSIDIARY COMPANIES
 
 The Ministry of Corporate Affairs, the Government of India has vide
 Circular No. 2/2011 dated 8th February, 2011 granted general exemption
 subject to fulfillment of certain conditions from attaching the Balance
 Sheet of the Subsidiaries to the Balance Sheet of the Company without
 making an application for exemption. Accordingly, the Balance Sheet,
 the Statement of Profit and Loss Account and other documents of the
 subsidiary companies are not being attached with the Balance Sheet of
 the Company. Financial information of the subsidiary companies is
 disclosed in the Annual Report. The Annual Accounts of these
 subsidiaries and related detailed information will be made available to
 any member of the Company/ its subsidiaries seeking such information at
 any point of time and are also available for inspection by any member
 of the Company/ its subsidiaries at the Registered Office of the
 Company. The Annual Accounts of the said Subsidiaries will also be
 available for inspection, as above, at the Head Offices of the
 respective subsidiary companies.
 
 As on 31st March, 2012, the Company had 46 (direct and indirect)
 subsidiaries (4 in India and 42 overseas). During the year, following
 changes have taken place in the subsidiary companies:
 
 Wyoming-2 (Mauritius) Pvt. Ltd. merged with Wyoming-1 (Mauritius) Pvt.
 Ltd. with effect from 4th November, 2011.
 
 Bio- Energy Venture-2 (Mauritius) Pvt. Ltd. merged with Bio- Energy
 Venture-1 ( Mauritius) Pvt. Ltd. with effect from 21st November, 2011.
 
 Rallis Australasia Pty Limited was liquidated with effect from 31st
 December, 2011.
 
 General Chemicals (Soda Ash) Inc. and Bayberry Management Corporation
 were dissolved with effect from 11th January, 2012.
 
 Subsequent to the year end, Wyoming-1 (Mauritius) Pvt. Ltd. merged with
 the Company with the Effective Date as 23rd May, 2012.
 
 DIRECTORS
 
 During the year, Dr. M.S. Ananth resigned as Director of the Company
 with effect from 11th November, 2011. The Board has placed on record
 its appreciation for his valuable contribution during his association
 with the Company.
 
 Mr. Cyrus P. Mistry and Dr. Vijay Kelkar have been appointed as
 Additional Directors on the Board with effect from 30th May, 2012. Dr.
 Vijay Kelkar is an Independent Director. As per the provisions of
 Section 260 of the Act, both the Directors hold office only up to the
 date of the forthcoming Annual General Meeting of the Company and are
 eligible for appointment as Directors. The Company has received notices
 under Section 257 of the Act in respect of the above persons, proposing
 their appointment as Directors of the Company. Resolutions seeking
 approval of the Members for appointment of Mr. Cyrus P. Mistry and Dr.
 Vijay Kelkar as Directors of the Company have been incorporated in the
 Notice of the forthcoming Annual General Meeting alongwith brief
 details about them.
 
 Mr. R. Gopalakrishnan, Mr. Nusli N. Wadia and Mr. E. A. Kshirsagar,
 Directors of the Company, are due for retirement by rotation and are
 eligible for re-appointment.
 
 CORPORATE GOVERNANCE
 
 Pursuant to Clause 49 of the Listing Agreement, the Management
 Discussion and Analysis and the Corporate Governance Report together
 with the Auditors'' Certificate on compliance with the conditions of
 Corporate Governance as laid down forms part of the Annual Report.
 
 
 INFORMATION TECHNOLOGY
 
 The Company''s Information Technology (IT) infrastructure is
 continuously reviewed and renewed in line with the development in
 technology and its requirements. Progress over unifying the Company''s
 IT platform across all its constituents is continuing with SAP and is
 expected to be implemented for UK and US operations during the current
 financial year i.e. FY 2012-13.
 
 AWARDS AND RECOGNITIONS
 
 The Company/ its subsidiaries during the year has won many awards some
 of which are listed below:
 
 Excellence
 
 National Training Award to Tata Chemicals Europe
 
 National Award for Significant Achievements in Employee Relations
 
 Mother Teresa Award for Corporate Citizen 2011
 
 Employer Branding Award 2012
 
 Corporate Sustainability and SHE
 
  Certificate of Merit by HP Eco solutions and Eco recognition
 
 Listed in top 5 companies at the FE - EVI Green Business Leadership
 Awards
 
 Business Action on Health Awards for its standout efforts in community
 health care to Tata Chemicals Magadi Limited
 
 Ranked in top ten Carbon Disclosure Leadership Index in Carbon
 Disclosure Project 2011
 
 CII - ITC Sustainability Awards 2011
 
 Communications
 
 11 Awards including the ''Champion of Champions'' Trophy at the 51st
 Annual ABCI Awards
 
 Knowledge Management
 
 Asia''s Most Admired Knowledge Enterprise (MAKE) winner 2011
 
 Product
 
 Aqua Excellence Awards - 2011 for 
 
  Water Supply & Treatment to Tata Swach
 
 Awards in three categories at the Annual FAI Awards 2011
 
 Designomist 2011 for Tata Swach
 
 Voted by Consumers as the Product of the Year - 2012 - Tata Swach
 
 Finance
 
 SAFA Best Presented Accounts Award
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 The information required under Section 217(1)(e) of the Act, read with
 the Companies (Disclosure of Particulars in the Report of the Board of
 Directors) Rules, 1988 is annexed hereto as Annexure ''A and forms part
 of this Report.
 
 PARTICULARS OF EMPLOYEES
 
 In terms of the provisions of Section 217(2A) of the Act, read with the
 Companies (Particulars of Employees) Rules, 1975 as amended, the names
 and other particulars of the employees are set out in the Annexure to
 the Directors'' Report. However, having regard to the provisions of
 Section 219(1)(b)(iv) of the Act, the Annual Report excluding the
 aforesaid information is being sent to all the members of the Company
 and others entitled thereto. Any member interested in obtaining such
 particulars may write to the Company Secretary at the Registered Office
 of the Company.
 
 AUDITORS
 
 M/s. Deloitte Haskins & Sells, Chartered Accountants, who are the
 statutory auditors of the Company, hold office till the conclusion of
 the ensuing Annual General Meeting and are eligible for re-appointment.
 It is proposed to re- appoint them as Statutory Auditors of the Company
 for the FY 2012-13. The members are requested to consider their
 appointment and authorise the Board of Directors to fix their
 remuneration. The auditors have, under Section 224(1B) and Section 226
 of the Act, furnished certificate of their eligibility for the
 appointment.
 
 COST AUDITORS
 
 The Central Government has approved the appointment of the following
 Cost Auditors for conducting cost audit for the financial year ended
 31st March, 2012:
 
 - M/s. N.I.Mehta & Co. for manufacture of soda ash, caustic soda and
 cement at Mithapur; fertilisers and chemicals at Haldia; and
 
 - M/s. Ramanath Iyer & Co. for manufacture of fertilisers at Babrala.
 
 The due date for filing the Cost Audit Report with the Ministry of
 Corporate Affairs for the financial year ended 31st March, 2011 was
 30th September, 2011. The Cost Audit Reports for the products mentioned
 above were filed between 27th September, 2011 to 29th September, 2011.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217(2AA) of the Act, 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
 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 viz., 31st March, 2012 and of the profit of the
 Company for the year ended on that date;
 
 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.
 
 ACKNOWLEDGEMENTS
 
 The Directors wish to place on record their appreciation for their
 continued support and co-operation by Financial Institutions, Banks,
 Government authorities and other stakeholders. Your Directors also
 acknowledge the support extended by the Company''s Unions and all the
 employees for their dedicated service.
 
                                  On behalf of the Board of Directors
 
                                                        RATAN N. TATA
 
 Mumbai, 30th May, 2012                                      Chairman