The Directors hereby present their seventy second Annual Report
 together with the Audited Statement of Accounts for the year ended
 March 31, 2011:
 
 FINANCIAL RESULTS
 
                                                  Rupees in crores
 
 Particulars                      Standalone         Consolidated
 
                              2010-11    2009-10    2010-11    2009-10
 
 Total Income                 6440.89    5669.23   11156.34    9712.36
 
 Profit before Depreciation, 
 Impairment & Exceptional
 items.                        800.02     885.97    1608.87    1615.44
 
 Less : Depreciation and 
 Impairment                    214.54     189.56     461.13     484.05
 
 Less : Exceptional items.      26.78     108.28      26.78     198.49
 
 Profit before tax             558.70     588.13    1120.96     932.90
 
 Tax .                         150.21     153.35     274.92     209.32
 
 Profit after tax.             408.49     434.78     846.04     723.58
 
 Minority Interest.                 -          -     192.57     131.14
 
 Share of Profit in Associates      -          -          -      13.47
 
 Profit Attributable to 
 shareholders.                 408.49     434.78     653.47     605.91
 
 Add:
 
 Balance in Profit and Loss 
 Account                      1869.33    1733.32    2374.96    2081.15
 
 Amount available for 
 Appropriation.               2277.82    2168.10    3028.43    2687.06
 
 Appropriations -
 
 (a) Proposed Dividend.        254.76     218.93     254.76     218.93
 
 (b) Tax on Dividend.           38.79      36.36      41.33      37.11
 
 (c) General Reserve.           40.85      43.48      53.47      53.58
 
 (d) Other Reserve.                 -          -          -       2.48
 
 (e) Debenture Redemption 
 Reserve                            -          -      12.50          -
 
 (f) Balance Carried forward. 1943.42    1869.33    2666.37    2374.96
 
                              2277.82    2168.10    3028.43    2687.06
 
 DIVIDEND
 
 For the year under review, the Directors have recommended a dividend of
 Rs. 10 per share (Rs. 9.00 per share for the previous year), on the Equity
 Shares of the Company, aggregating to Rs. 293.55 crores [including
 Dividend Tax (net)].
 
 PERFORMANCE REVIEW
 
 The turnover of the Company increased from Rs. 5,412 crores to Rs. 6,225
 crores registering a growth of 15% over previous year. Profit Before
 Tax was Rs. 559 crores whereas Profit After Tax was at Rs. 408 crores, a
 decrease of 5% and 6% respectively over previous year.
 
 Consolidated turnover increased from Rs. 9,449 crores to Rs. 10,895 crores,
 an increase of 15% over previous year. On consolidated basis Profit
 Before Tax was Rs. 1,121 crores whereas Profit After Tax was at Rs. 846
 crores, an increase of 20% and 17% respectively over previous year.
 Profit attributable to the Group after deducting the minority interest
 was at Rs. 653 crores, an increase of 8% over previous year.
 
 Tata Chemicals Limited
 
 Tata Chemicals Limiteds (TCL or the Company) operation is organized
 under four segments i.e. (1) Inorganic Chemicals comprising of Soda
 Ash, Salt, Marine Chemicals, Caustic Soda, Cement and Bulk Chemicals,
 (2) Fertilisers segment comprising of Fertilisers and other traded
 products (3) Other Agri-inputs including Rallis operations and (4)
 Others - comprising of 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, Industrial Chemicals in India achieved sales of Rs.
 1,202 crores compared to sales of Rs. 1,148 crores in the previous year.
 The year witnessed an increase of 5% in Gross Sales Realisation (GSR)
 of Soda Ash at Rs. 14,400/ MT as compared to previous year figure of Rs.
 13,690/MT. Growth of all key consuming sectors such as float glass,
 container glass and detergents led to a 5% demand growth for soda ash.
 Sodium bicarbonate continued to experience robust demand with the
 market growing by 15% on the back of a 14% growth in Financial Year
 (FY) 2010-11. Key debottlenecking projects in both soda ash and sodium
 bicarbonate along with one fully automated packing line for sodium
 bicarbonate were completed during the year. A branded food grade sodium
 bicarbonate offering sodacarb® was also launched during the year.
 
 Soda Ash
 
 Demand growth in FY 2010-11 was driven by growth of all key soda ash
 consuming segments. The Company further strengthened its relationship
 with its customers and focused on improving service levels to
 consolidate its position in the marketplace. Despite pressure on
 prices, the higher volume off take helped to achieve a superior
 performance. Key debottlenecking projects were completed in the plant
 at Mithapur. The announcement of new float glass and container glass
 projects by glass companies in the near future provide an indication
 that demand for soda ash will continue to remain robust in the
 foreseeable future. The other key consuming sectors such as detergents
 and chemicals are also expected to grow on the back of growing national
 economy.
 
 The Companys production of soda ash at Mithapur in FY 2010-11 was
 696,746 MT as against previous years figure of 695,721 MT. This was
 despite the severe monsoon (~60 of rainfall) in 2010 which disrupted
 plant operations. The Company achieved sales of 668,774 MT of soda ash
 during the year as against the sales of 675,481 during the previous
 year. Of this, 93% was sold in the domestic market compared to 87% in
 FY 2009-10.
 
 Sodium Bicarbonate
 
 During the year, the Company achieved the highest ever Sodium
 Bicarbonate production of 78,278 MT which was 9% higher than in the
 previous year. Sales at 76,289 MT were 7% higher than the previous year
 for a product which till now has been relatively insulated from
 economic cyles. In FY 2011-12, the Company launched its Sodakarb®,
 branded bicarbonate in the Indian market, aimed at food applications.
 This is in line with our stated plans as the domestic market matures
 and grows over a period of time to introduce other brands in our global
 portfolio.
 
 Cement
 
 The Companys 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. During the year, the
 production of OPC cement and masonry cement were at 341,693 MT and
 77,053 MT respectively whereas the sale of OPC cement and masonry
 cement were 332,491 MT and 76,903 MT respectively.
 
 Consumer Products - Salt and Related Products
 
 Consumer Products demonstrated robust performance during the FY 2010-11
 by leveraging its distribution system and strong brand equity.
 
 Iodized Salt production in Mithapur was 553,386 MT in FY 2010-11, up by
 3% from 537,033 MT in FY 2009-10. Overall salt sales grew by 9% from
 744,598 MT in FY 2009-10 to 808,165 MT in FY 2010-11. Tata Salt grew by
 9% in volumes from 543,441 MT in FY 2009-10 to 591,334 MT in FY
 2010-11. I-Shakti registered a volume growth of 7% from 187,949 MT in
 FY 2009-10 to 201,888 MT in FY 2010-11. Amongst the major brands,
 I-Shakti continues to maintain the most distributed brand after Tata
 Salt with a reach of 6.06 lacs retail outlets. The Companys market
 share of its salt portfolio has increased to 62% in the National
 Branded Salt segment, up from 59% in FY 2009-10.
 
 I-Shakti cooking soda sales showed an encouraging growth of 61% with
 sales of 1,003 MT in FY 2010-11 as compared to 623 MT in FY 2009-10.
 
 Sales turnover of the consumer business grew by 18% from Rs. 652 crores
 in FY 2009-10 to Rs. 772 crores in FY 2010-11.
 
 Consumer Products continues its journey of innovation by new product
 development through salt variants, bi-carbonate based products and in
 other categories which are in various stages of development.
 
 1.2 OVERSEAS OPERATIONS
 
 1.2.1 Tata Chemicals North America Inc. USA (formerly known as General
 Chemicals Industrial Products Inc.,)
 
 During the year, Tata Chemicals North America Inc. (TCNA) achieved
 gross sales of USD 399 million (Rs.1,818 crores) and EBITDA of USD 118
 million (Rs. 538 crores). These were higher by 3% and 5% respectively
 over previous year figures. During the year, the companys Wyoming soda
 ash operations achieved record levels of production and productivity
 (tons produced per employee), while also achieving a record low for
 number of recordable accidents at the site.
 
 TCNA volumes during the year totaled 2,383,568 MT, 10% higher than the
 previous year total of 2,182,000 MT. Export sales volumes were up 25%
 as against previous year, with sales to Latin America and Asia the
 primary drivers. Sales volumes to North America customers were 98% of
 previous year with increase in flat glass, but volume demand declined
 in container glass, detergent and chemical end use markets. Price
 increases throughout the year were driven by high capacity utilization
 rates in the US soda ash industry, raw materials cost increases at
 global synthetic soda ash producers, and a weakened dollar.
 
 1.2.2 Tata Chemicals Europe Ltd. (formerly known as Brunner Mond
 Europe) Tata Chemicals Europe Ltd. (TCEL), which includes 3 months of
 sales from its recently acquired salt operation of British Salt Ltd.
 achieved sales turnover of GBP 167 million (Rs. 1,185 crores) registering
 a decline of 12% over the previous year. EBITDA was down to GBP 21
 million (Rs. 148 crores). Soda ash production volumes and increased
 carbon prices were the two main causes of the fall in EBITDA compared
 to previous year of GBP 33 million (Rs. 251 crores).
 
 Soda Ash
 
 Soda Ash production was 783,671 MT down by 5% compared to previous
 year. The two main issues were carbon supply problems for the kiln
 operations and much more importantly, the result of extreme winter
 weather suffered in December/January which resulted in soda ash
 production volumes being severely impacted in 3rd and 4th quarters of
 the year while major repairs were completed. Production levels are now
 returning to normal levels.
 
 Sodium Bicarbonate
 
 Sodium bicarbonate production and sales were 99,447 MT and 99,741 MT
 respectively, a 11% increase over previous year as the new production
 facility grew its output in line with the growth plan.
 
 Salt
 
 The 3 months of British Salt Ltd.s operation generated Sales of GBP 11
 million (Rs.78 crores) and EBITDA of GBP 4 million (Rs. 30 crores) ahead of
 forecasts made at the time of acquisition.
 
 1.2.3 Tata Chemicals Magadi Limited, Kenya (formerly known as Magadi
 Soda Company Limited) Turnover during the year was at USD 97 million (Rs.
 442 crores) as against USD 91.08 million (Rs. 432 crores) of previous
 year, registering an increase of 7%. Sales of Standard Ash (SAM)
 declined during the year mainly due to increased competition in the
 South African Market from American soda ash producers and loss of a
 major customer in the last quarter of the year. The markets showed a
 strong recovery in the
 
 Tata Chemicals Limited
 
 second half of the period and the company renegotiated new prices with
 the customers in the fourth quarter of the year. Premium Ash (PAM)
 sales increased in both quantities and prices. This was due to improved
 production from the PAM plant in the period as well as a growing demand
 in the Asian market particularly India and Middle East.
 
 Combined sales volumes for both PAM and SAM were 482,731 tonnes
 compared to 455,928 tonnes for the previous year, an increase of 6%.
 The EBITDA was decreased by 28% to USD 9 million (Rs. 41 crores) from USD
 12 million (Rs.57 crores) for the previous year. This is attributable to
 higher production costs arising from higher HFO prices and adverse PAM
 plant fuel efficiencies.
 
 Going forward, the company is focused on plant optimization through
 initiatives such as Lean Six Sigma, Magadi Return To Excellence (MRTE)
 and stringent cost control measures as well as cash conservation.
 
 2.  FERTILISER SEGMENT
 
 TCL has significantly grown in Agri space over the past few years. With
 its farm essentials portfolio, the Company has carved a niche in India
 as a crop nutrients provider. It is a prominent manufacturer of Urea
 and Phosphatic Fertilisers in India. In addition to the traditional
 Sales Channel, TCL also operates Retail Outlets under the brand of Tata
 Kisan Sansar (TKS). TCL has a Joint Venture with IMACID, Morocco for
 manufacturing of Phosphoric Acid with 33% stake. With the acquisition
 of Metahelix Life Sciences by Rallis India, a subsidiary of the
 Company, TCL moved a step ahead to become an integrated Agri solution
 provider.
 
 2.1 CROP NUTRITION BUSINESS
 
 Crop Nutrition business comprises of Nitrogenous Fertilisers i.e. Urea
 manufactured at Babrala Plant and Phosphatic Fertilisers like DAP, NPK,
 SSP manufactured at the Haldia plant. In addition to these, the Company
 imports and sells MOP and DAP and supply other crop nutrition products
 like Specialty Fertilisers and organic materials. The Crop Nutrition
 and Agribusiness operations of the Company achieved a turnover ofRs.
 3,491 crores during FY 2010-11.
 
 During the year, TCL continued its efforts of establishing itself in
 the deregulated crop nutrients market while continuing to maintain its
 position in the core fertiliser business. The Nutrient based subsidy
 introduced from April, 2010 is aimed at improving agricultural
 productivity, encouraging balanced use of fertilisers and enhancing
 customization to suit crop and soil requirements.
 
 Urea
 
 At Babrala, the Plant achieved an annual Urea production of 1,117,153
 MT, lower by 114,058 MT compared to previous year. Urea sales quantity
 declined by 7% in FY 2010-11 due to damage of R-502 convertor and a
 plant shut down due to floods. Market share of Urea in the FY 2010-11
 was 4% as against the previous years figure of 5%. The plant also
 achieved highest ever accident free Million Man hours of 13.01. The
 Energy consumption level of plant during the year was 5.26 GCal/MT as
 against 5.17 GCal/MT of the previous year due to the disruptions
 mentioned earlier.
 
 DAP / NPK / SSP
 
 The Haldia plant achieved a combined production of 710,379 MT of DAP,
 NPKs and SSP during the FY 2010-11 against last years production of
 675,996 MT. The sales of DAP, NPKs and SSP were 705,384 MT against
 704,036 MT last year. Market share of DAP, NPK and SSP were 4.4%, 8.8%
 and 11% respectively during the year. Haldia site was awarded 5 Star
 rating (Score of 97%) by British Safety Council. During the year, the
 Unit signed the Contract Labor Settlement as well as the Long Term
 Settlement with the unionized staff of the Unit. Government has
 recently allowed charging market based price for Boronated SSP in line
 with basic spirit of Nutrient Based Subsidy (NBS).
 
 Imported Products (DAP / MOP)
 
 With the implementation of NBS for NPK/DAP/MOP products,
 importers/manufacturers have been given free hand to plan their
 production and imports as per need of the market. This will help in
 leveraging the best price from international suppliers as well as easy
 availability of fertilisers in every corner of the country at market
 price.
 
 Subsequent to the announcement of NBS in the union budget for FY
 2010-11, whereby the Company is allowed to fix the MRP for all the
 Phosphates & Potassic fertiliser, the import in the country has
 sharply increased. The Company also imported Di -ammonium phosphate and
 Potassic fertiliser (for direct application) of 278,492 MT and 211,735
 MT as against the previous volume of 66,650 MT and 182,072 MT
 respectively.
 
 Specialty Crop Nutrients and Micro-Nutrients
 
 Keeping customer centricity at the core, the engagement of the Company
 with the farmers further got strengthened with the introduction of two
 new products - Seaweed extract and MAP in addition to the existing
 range of Specialty Fertilisers products like Calcium Nitrate, Zinc
 Sulphate, Bentonite Sulphur, etc.  The Company continued to grow in the
 specialty fertilisers category with a healthy growth rate. The
 Companys extensive network of dealers and retailers helped to achieve
 record sales primarily in north India. The Tata Paras brand continues
 to enjoy a very high farmer loyalty. The Company aspires to expand its
 footprints to a national scale.
 
 Customised Fertilisers - A new line of business
 
 TCL entered into a new field of crop and region specific Customised
 Fertilisers that provides balanced crop nutrition to the soil, boosts
 the productivity of crops and improves the overall soil health. Branded
 as Paras Farmoola, these fertilisers contain macro and micro
 nutrients required by selected crops in specific regions. They have
 been designed and developed on the basis of geo-referenced soil, crop
 and water samples for the Western UP region in North India. Paras
 Farmoola applications promote sustainable agriculture by maintaining
 soil health and providing the best nutritional package for better plant
 growth and premium quality output. Paras Farmoola application increases
 productivity levels by more than 20% in target crops like Paddy, Wheat,
 Sugarcane & Potato.
 
 Indias first manufacturing facility for Customised Fertilisers at
 Babrala with annual capacity of 130,000 MT is expected to be
 commissioned during FY 2011-12.
 
 2.2 TATA KISAN SANSAR
 
 TCL operates retail outlets under the brand of Tata Kisan Sansar (TKS).
 It acts as one stop shop where it offers quality agricultural inputs
 and Agri Solutions such as advice on crops, application services and
 farming practices etc. TKS centers provide generic as well as store
 brands of Fertilisers (Urea, DAP, MOP, NPK, etc), Specialty Fertilisers
 (Zinc sulphate, boron, micronutrients, calcium nitrate, organics, water
 soluble fertilisers) Seeds (Field crops, vegetable crops), entire range
 of Pesticides, Cattle feed and Farm implements.
 
 Along with the above mentioned inputs, TCL is providing products of
 other reputed companies through this retail network which helps farmer
 to get all nutrients and input under one roof. In addition to above
 inputs, training is also provided to farmers in context to nutrient and
 pest management.
 
 TKS also provides services such as soil and water testing, contract
 farming, seed production, application services and advisory services.
 On relationship building front, TCL provides Farmer membership
 (individual & group), Accident insurance to members, Farmer meets and
 Crop seminars.
 
 During the year, continuous impetus has been laid upon stabilizing
 Supply Chain and improving the look of the Branded TKS Outlets.
 
 3.  OTHER AGRI INPUTS
 
 Rallis India Limited (Rallis)
 
 Rallis Crop Protection Chemicals business performed well overall.
 Rallis posted a sales turnover of Rs. 1,047 crores during the year
 registering a growth of 20% over the previous year figure of Rs. 875
 crores.  Profit Before Tax was higher by 21% at Rs. 184 crores with the
 highest ever net profit of Rs. 126 crores which is 25% growth over last
 year.
 
 The Domestic Formulation business registered a growth of 20% over the
 previous year, driven by an excellent performance of the key brands.
 The International Business Division registered an increase of 34% in
 sales as compared to the sales during FY 2009-10 and it comprised 23%
 of the total revenues of the company during the year.
 
 During the year, Rallis has acquired a 60.21% stake 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.
 
 4.  OTHERS
 
 4.1 Water Purifier Business
 
 TATA SWACH water purifier which was launched in 2009 has been accepted
 very well in the market place.  Tata Swach is currently available for
 sale in more than 12 states including Maharashtra, Karnataka, Andhra
 Pradesh, West Bengal, Delhi, Uttar Pradesh and other markets across the
 country. The key components of the Tata Swach unit are being
 manufactured at the TCL plant in Haldia, West Bengal which has an
 existing capacity of 1.8 million units per annum. The capacity is being
 ramped up to meet the expected increase in demand.
 
 The sale of the product as well as those of replacement bulbs have been
 in line with expectations. In view of the increasing demand of bulbs, a
 second plant is being commissioned in Nanded, Maharashtra.
 
 4.2 Pulses
 
 During the year, pilot launch of I- Shakti pulses was done in the
 states of Tamil Nadu and Maharashtra. The pilot was aimed to integrate
 the strength of the Companys presence in both farm and consumer facing
 ends of the business. The Company worked closely with farmers helping
 them to improve the productivity of pulses and also sourced good
 quality pulses which was marketed through the consumer products
 distribution network. The consumer response to the pilot launch was
 favourable and the Company intends to take the branded pulses business
 national in the coming year.
 
 4.3 Biofuels
 
 As a part of its Biofuels Research and Development Programme using non
 conventional raw materials, the Company has set-up a bio-ethanol test
 plant of 30 KLPD at Nanded, Maharashtra. The Company now plans to set
 up a first generation bioethanol plant based on sugarcane only at
 Mozambique.
 
 5.  JOINT VENTURES
 
 5.1 Indo Maroc Phosphore S.A. (IMACID)
 
 IMACID is a joint-venture company established in Morocco for the
 purpose of securing supplies of Phosphoric Acid, in which the Company
 has a 33.33% shareholding, together with two other equal partners,
 Chambal Fertilizer Company Limited and OCP, Morocco, who are the
 worlds largest producers of Phosphoric rock and other phosphatic
 products. IMACID is engaged in the manufacture of phosphoric acid. The
 Company secures phosphoric acid through supply from IMACID for
 manufacture of fertilizers.
 
 The cumulative production of Phosphoric acid in this period was 362,842
 MT against 416,947 MT of the previous year. The lower production was in
 line with planning since a major shutdown of the plant had been taken
 during December Quarter to replace a Boiled and a Super-heater in the
 Sulphuric Acid plant which had come to the end of their useful life.
 Major overhauling of other plant and machinery was also undertaken to
 remove other weaknesses in the plant arising out of continuous
 operation of the plant.
 
 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 Europes largest
 fresh produce providers.
 
 During the year, 2010-11, Khet-se achieved a total distribution of 5660
 MT against 4077 MT of fresh produce valued at Rs. 9.46 crores against Rs.
 7.17 crores in the previous year. Khet-Se brand of Banana is now
 available with all the major retail chains like Wal- Mart, Spencers,
 and Reliance as a premium brand.  Volume of business for Khet-Se Greens
 (Vegetables) has doubled during the current year. Key customers for
 greens are organised retails in Punjab and Chandigarh. This business is
 yet to achieve the break-even point and the desired level of turnover.
 
 5.3 JOil (Singapore) Pte. Limited (JOil)
 
 JOil, a Jatropha seedling company, is based in Singapore in which the
 Company holds 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 will set up commercial seed orchards and tissue culture
 labs in various locations, to produce and market high yielding Jatropha
 seedlings. Through this JV, the Company has secured exclusive marketing
 rights for JOils Jatropha seedlings in India and East Africa and a
 preferential price for seedlings it requires for its own cultivation of
 Jatropha.
 
 FINANCE
 
 During the year, the Company issued 1,15,00,000 equity shares ofRs. 10/-
 each to Tata Sons Limited on a preferential basis, at a price ofRs. 316/-
 per equity share resulting in an infusion ofRs. 363.40 crores to fund the
 Companys growth plans.
 
 Despite the increase in the level of working capital and increase in
 interest rates the Company was able to contain the borrowings at almost
 the same levels of the previous year and as a result of which net
 borrowing cost for the year was lower than previous year.
 
 During the year, an amount of GBP 150 million (Rs. 1077 crores) has been
 raised by the Companys subsidiary, Tata Chemicals Europe Holdings
 Limited, without recourse to the Company, to finance the acquisition of
 British Salt and to part refinance the existing loans of Tata Chemicals
 Europe Limited (formerly known as Brunner Mond).
 
 During the year, the Company and its step-down subsidiary, Homefield
 Pvt. UK Limited have bought back a part of the USPP notes of USD 50
 million (Rs. 223 crores). This is in addition to the USD 50 million (Rs.
 225 crores) bought back during F.Y. 2009-10.
 
 During the year, the Companys step-down subsidiary, Tata Chemicals
 Magadi Limited (formerly known as The Magadi Soda Company Limited) has
 repaid Shareholders loan to the extent of USD 40 million (Rs. 178
 crores).
 
 SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
 
 The Ministry of Corporate Affairs, Government of India has vide
 Circular No. 2/2011 dated February 8, 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,
 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 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.
 
 The Consolidated Financial Statements of subsidiaries and
 joint-ventures have been prepared in accordance with Accounting
 Standards 21 and 27 of The Institute of Chartered Accountants of India
 which forms part of the Annual Report and are reflected in the
 Consolidated Accounts of the Company.
 
 The consolidated financial results reflect the operations of following
 Subsidiaries:
 
 Homefield Pvt. UK Limited, UK, the holding company for Tata Chemicals
 Europe Holdings Limited and Tata Chemicals Africa Holdings Limited and
 its holding company Homefield International Pvt. Limited, Mauritius.
 
 Valley Holding Inc., US, the holding company for Tata Chemicals North
 America Inc. (formerly known as General Chemicals Industrial Products
 Inc.,) US, Gusiute Holdings (UK) Limited, the UK SPV, Wyoming 2
 (Mauritius) Pvt.  Limited, Mauritius SPV and its holding company,
 Wyoming 1 (Mauritius) Pvt. Limited.
 
 Grown Energy (Proprietary) Limited, South Africa, the holding company
 for Grown Energy Zambeze Limitada, Mozambique and its holding company
 Grown Energy Zambeze Holdings Pvt. Limited, Mauritius.
 
 Tata Chemicals Asia Pacific Pte Limited Singapore, Bio Energy Venture-2
 (Mauritius) Pvt. Limited and its holding company Bio Energy
 Venture-1(Mauritius) Pvt. Limited.
 
 Rallis India Limited
 
 The consolidated financial results reflect the operations of following
 Joint Ventures:
 
 IMACID to the extent of the Companys 1/3 rd share in the
 Joint-Venture,
 
 Khet-se Agriproduce India Private Limited to the extent of the
 Companys 50% share in that Joint-Venture.
 
 JOil (Singapore) Pte. Limited to the extent of 33.78% share in the
 Joint-Venture.
 
 DIRECTORS
 
 During the year, Mr. Kapil Mehan, Executive Director, resigned from the
 services of the Company with effect from August 31, 2010 and also
 ceased to be a Director on the Board of the Company with effect from
 August 31, 2010.  The Board wishes to place on record its appreciation
 for his valuable contribution during his long association with the
 Company.
 
 Mr. Nasser Munjee, Dr. Yoginder K. Alagh, Dr. M.S. Ananth, 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
 
 As part of the Companys efforts to unify the IT platform across the
 Company and its subsidiaries, SAP was implemented at Tata Chemicals
 Magadi Limited which went live in January 2011 and will now be followed
 by other overseas subsidiaries. Further, as part of the global
 rebranding exercise all overseas subsidiaries of the Company have
 migrated to a common email platform hosted from the Mumbai server. To
 comply with the impending IFRS legislation system, configuration
 changes are in progress to get financial statements as per IFRS.
 
 AWARDS AND RECOGNITIONS
 
 The Company during the year has won many awards some of which are
 listed below:
 
 Quality
 
 Sustained Excellence Award at JRDQV 2010
 
 Corporate Sustainability and SHE
 
 ICC award for Excellence in Management of Safety, Health and
 Environment 4th in top ten Carbon Disclosure Leadership Index in
 CDP2010 - India 200 report CII ITC Sustainability Awards for TCL
 Babrala and Mithapur Serious Adopters of Affirmative Action by Tata
 Group Gujarat Safety Council Award for TCL, Mithapur
 
 Communications
 
 Gold Quill Awards for Excellence in Communications
 
 11 ABCI National Awards and Star Communicator Company of the year for
 Corporate Communications
 
 5 PRCI awards for communication excellence
 
 Finance
 
 Silver ICAI Award for Excellence in Financial Reporting
 
 Product
 
 Tata Salt Hall of Fame award at the Economic Times Brand Equity Survey
 2010
 
 Pitch Marketing Award for Tata Swach in the Bottom of the Pyramid
 category
 
 Gold at IDSA Design Awards for Tata Swach Design
 
 Sniff Award for Tata swach for New Product Innovation in Leapvault
 Change leadership Awards 2010
 
 Innovation
 
 Global ICIS award for Best Product Innovation - Tata Swach Gold at the
 Asian Innovation Awards 2010 for Tata Swach
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 The information required under Section 217(1)(e) of the Companies Act,
 1956, 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 Companies Act,
 1956, 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 said 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 2011-12. 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 Companies Act, 1956, furnished certificate of their eligibility
 for the 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
 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., March 31, 2011 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 Companys Unions and all the
 employees for their dedicated service.
 
                                 On behalf of the Board of Directors
 
                                                       RATAN N. TATA
 
                                                            Chairman
 
 Mumbai
 
 Date: May 23, 2011