The Directors have pleasure in presenting their report and audited
 accounts for the year ended on 31st March, 2011.
 
 FINANCIAL RESULTS:
                                                          (Rs. in lacs)
 
                                                Consolidated
                                         Current               Previous
                                            Year                   Year
 
 Sale of Products (net of excise 
 and rebate and discounts) and 
 other income from operations.            589817                 549279
 
 Profit before depreciation, 
 interest and amortization of
 Deferred revenue expenses and 
 Minority Interest                        120424                 103389
 
 Depreciation / Amortisation               21380                  21470
 
 Interest                                  31200                  19379
 
 Exceptional Items                          1400                   2670
 
 Minority Interest                          1036                    593
 
 Profit Before Tax                         65408                  59277
 
 Provisions for Taxation:
 
 Current Tax                       9597              3720
 
 MAT Credit Entitlement               -                 -
 
 Deferred Tax                    (1496)              4415
 
 Tax effect of earlier years      (793)               401
 
                                            7308                   8536
 
 Profit After Tax                          58100                  50741
 
 Share of Profit in Associates            (1417)                   1875
 
                                           56683                  52616
 
 Prior Period Adjustments (Net)     921
 
 Debenture Redemption Reserve 
 (Net of write back)            (23843)              3601
 
                                         (22922)                   3601
  
                                           79605                  49015
 
 Balance Brought Forward                  123693                  86929
 
 Amount available for Appropriations      203298                 135944
 
 APPROPRIATIONS:
 
 Debenture Redemption Reserve 
 written back
 
 Final Equity Dividend             9261              8791
 
 Tax on Distributed Profits        1502              1460
 
 Debenture Redemption Reserve 
 (Net of write back) Transfer 
 to General Reserve               27500              2000
 
                                           38263                  12251
 
 Balance Carried Forward                  165035                 123693
 
 
 
 
                                                   Stand Alone
                                           Current             Previous
                                              Year                 Year
 
 Sale of Products (net of excise 
 and rebate and discounts) and 
 other income from operations.              306468               262734
 
 Profit before depreciation, 
 interest and amortization of
 Deferred revenue expenses and 
 Minority Interest                           61855                44895
 
 Depreciation / Amortisation                 11468                10791
 
 Interest                                    29364                 9264
 
 Exceptional Items                               -                    - 
 
 Minority Interest                               -                    - 
 
 Profit Before Tax                           21023                24840
 
 Provisions for Taxation:
 Current Tax                        5880                4420
 
 MAT Credit Entitlement                -              (2277)
 
 Deferred Tax                    (631.00)               4568
 
 Tax effect of earlier years           24                  -
 
                                              5273                 6711
 
 Profit After Tax                            15750                18129
 
 Share of Profit in Associates                                        -
 
                                             15750                18129
 
 Debenture Redemption Reserve 
 (Net of write back)                                       -
 
                                                 0                    0
 
                                             15750                18129
 
 Balance Brought Forward                      2340                   63
 
 Amount available for Appropriations         18090                18192
 
 APPROPRIATIONS:
 
 Debenture Redemption Reserve 
 written back                                30448                 4402
 
 Final Equity Dividend              9261                8791
 
 Tax on Distributed Profits         1502                1460
 
 Debenture Redemption Reserve 
 (Net of write back)                6605                8003
 
 Transfer to General Reserve       27500                2000
 
                                             44868                20254
 
 Balance Carried Forward                      3670                 2340
 
 
 
 OPERATIONAL PERFORMANCE:
 
 During the year, India received very good monsoon. The La Nina effect
 leading to high precipitation resulted in bountiful rains throughout
 the country. Many crops recorded higher production this year. There was
 bumper harvest in both kharif and rabi seasons. Prices of most of the
 inputs also stabilized during the year. All these factors led to
 overall improvement in the economy of the country. The GDP growth was
 also higher.
 
 Barring a few countries like Argentina, the rains were good and fairly
 widespread in most of the countries around the world.  However, there
 were political upheavals and public uprising which saw end of dynasty
 rule in countries like Tunisia, Egypt, Libya, etc. Japan suffered
 national calamities like earthquake, tsunami and nuclear leaks. It led
 to high crude oil prices which affected the economies of all countries.
 Fears of inflation are looming large. Economies of some of the European
 nations continued to remain sluggish.
 
 On the back of good monsoon, the sale of agrochemicals in India in the
 first half of the year were higher. However, contrary to the
 expectations, the sales in second half were not so encouraging. On
 international front, the company did very good business in Latin
 American market. The sales of companys agrochemicals in these parts
 were high and in future also, the sales of agrochemicals in the Latin
 American countries will go up.
 
 Total net sales for the year were higher at Rs. 2809.14 crores as
 against Rs. 2453.39 crores. Profit before Taxes were at Rs. 210.23
 crores as against Rs. 248.40 crores last year.
 
 FUTURE OUTLOOK:
 
 For the year 2011-12, normal monsoons are predicted in India. This
 should result in higher sales and improved profitability.  Further,
 economic situation in USA and many countries in Europe are showing
 distinct signs of recovery. This will positively affect the performance
 of agrochemical industry. With the population in India going up, food
 production has to go up which can be possible only by increased and
 regulated usage of agrochemicals. In the recent Union Budget, greater
 thrust is provided on agriculture, infrastructure and education. This
 will also help the Company to have better performance in the coming
 years.
 
 DIVIDEND:
 
 Your Directors have recommended dividend of Rs. 2/- per Equity Share of
 Rs. 2/- each for the financial year ended 31st March, 2011, which if
 approved at the forthcoming Annual General Meeting, will be paid to all
 those Equity Shareholders of the Company whose names appear in the
 Register of Members as on 26th July, 2011 and whose names appear as
 beneficial owners as per beneficiary list furnished for the purpose by
 National Securities Depository Limited and Central Depository Services
 (India) Limited.
 
 FINANCE:
 
 During the year, the Company has raised funds of Rs. 600 crores by
 issue of unsecured Redeemable Non-convertible Debentures.  
 
 FIXED DEPOSITS:
 
 The Company has not accepted fixed deposits during the year. There are
 no fixed deposits outstanding as at 31st March, 2011.
 
 RECENT ACQUISITIONS:
 
 During the year, the Company made following acquisitions:
 
 a) Global non-mixture Mancozeb fungicide business and related assets
 from DuPont, including existing inventory, manufacturing and
 formulation production facilities in Barranquilla, Colombia. This
 includes rights to registered brands for non-mixture mancozeb products,
 trademarks, as well as registrations and supporting regulatory data for
 those products, which include Manzate® brand fungicides. Mancozeb is a
 leading fungicide and this acquisition will also help the Company in
 strengthening its position in the high growth emerging markets
 including South and Central America.This purchase will enhance the
 Companys position in the EBDC (Ethylene Bis Dithio Carbamates)
 segment.
 
 b) RiceCo LLC, USA along with its subsidiaries and certain assets of
 the international business of its Affiliate Company.  RiceCo does
 business in more than 20 countries with major markets in the US and
 other countries like Mexico, Thailand, Nigeria and Sri Lanka. RiceCo
 mainly caters to the rice market and has a wide range of product
 offerings based on the herbicide Propanil for this segment. Propanil is
 a herbicide used for the control of many important annual grasses,
 broadleaf and sedge weeds in rice. RiceCo will add strong brands for
 the rice segment to the Companys branded product portfolio.
 
 (c) One-half of stake in Sipcam Isagro Brasil (SIB) , a company in
 Brazil. This company is a niche local producer and distributor in the
 Brazilian agrochemicals market. It has a formulation plant in Brazil.
 This acquisition will help the Company to enter direct distribution
 business in Brazilian market for its products and help to target
 untapped markets.
 
 RESEARCH AND DEVELOPMENT:
 
 Research and Development has been given the highest priority in
 companys business plan. Companys research laboratories at Ankleshwar,
 Thane and Vapi have been upgraded by adding new equipment and
 instruments.
 
 In pursuit of introducing new products in the market, R&D has focused
 on the development of process technologies for the fungicides,
 herbicides and insecticides. Efforts have also been focused on
 developing new safer and eco-friendly formulations for better efficacy
 and improved value for the farmers.
 
 R&D has worked relentlessly in the quality improvement, cost reduction,
 batch cycle time and waste reduction of our existing products.
 
 Various regulatory data generation and submission of registration
 dossiers have been also done by R&D during the year.
 
 CORPORATE SOCIAL RESPONSIBILITY:
 
 As a responsible corporate citizen, the Company is carrying out many
 social activities in diverse fields. In respect of education, it has
 set up schools and colleges in Vapi, Ankleshwar, Sivakasi, etc. It is
 also providing monetary help to other schools and colleges situated
 near the factories of the Company. The Company has also set up post
 graduation higher study education institutions at Vapi and Ankleshwar.
 At Vapi, management and nursing colloges are set up. At Ankleshwar, new
 chemical engineering college is coming up.
 
 In the fields of health and medicine, the Company along with Rotary
 club has started state of art hospital at Vapi with the latest modern
 equipments. At Ankleshwar, the Company is helping the nursing homes and
 hospitals.
 
 Environment and pollution control is a priority issue for the Company.
 The Companys factories are located in chemical zones at Vapi and
 Ankleshwar. Senior management of the Company including the Chairman and
 Vice-Chairman are actively involved in effluent treatment companies in
 Vapi and Ankleshwar. With significant efforts of these officials in the
 areas of pollution control, Vapi has been removed from the list of
 critically polluted areas.
 
 The Company is spending lot of money to help the small and medium scale
 units in managing their effluents by developing sophisticated COD
 measuring instruments. At Ankleshwar, the Company has helped in setting
 up a state of art solid waste landfill site which is considered to be
 the best in the country. For outstanding research and development work
 on pollution control and environment protection, the Chairman has been
 awarded by the Department of Science and Research (DSIR).
 
 Various other initiatives which will help people and improve their
 life-style are supported and encouraged by the Company.  This includes
 building gardens, parks and temples, providing rural electrification
 and tubewells, etc.
 
 SUBSIDIARY COMPANIES:
 
 In pursuance of Circular no. 2/2011 dated 8th January, 2011 issued by
 Ministry of Corporate Affairs, the Company has attached the
 consolidated financial statements of the Company and its subsidiaries.
 The same are prepared in compliance with the Accounting Standard-21.
 
 The annual accounts of the subsidiary companies and related detailed
 information shall be made available to the shareholders of the Company
 and its subsidiaries on request. They are also available for inspection
 by the members at the Companys registered office and administrative
 office.
 
 In spite of the economies of many countries were under pressure, all
 the subsidiary companies of your Company have performed reasonably
 well. Subsidiaries in U. S. A., U.K., Cerexagri group of companies,
 Argentina, Australia and Japan have done good business.
 
 INSURANCE:
 
 All the properties and operations of the Company have been adequately
 insured.
 
 AUDITORS AND AUDITORS REPORT:
 
 M/s S. V. Ghatalia & Associates, Chartered Accountants, the statutory
 auditors are retiring at the ensuing Annual General Meeting and being
 eligible for re-appointment have expressed their willingness to
 continue, if re-appointed. Your Directors recommend their appointment
 as the Statutory Auditors and fix their remuneration for the year
 2011-12.
 
 The auditors, without qualifying their Report have drawn attention of
 members that as per the Court order and the legal advice obtained by
 the company, the company has not adjusted tax benefit in respect of the
 amortization of the Product Registrations and Product acquisition to
 the reserves. In this regard, your attention is invited to Note No.14
 in schedule T which is self- explanatory. The other notes to the
 accounts referred to in the Auditors Report are self-explanatory and
 do not call for any further comments.
 
 In respect of consolidated accounts, the auditors have qualified their
 report for non-inclusion of accounts of certain subsidiaries, joint
 ventures and associated companies, and non disclosure of segment
 reporting. In this regard, your attention is invited to Notes 1(b) and
 18 of schedule S of the consolidated accounts which are
 self-explanatory.
 
 COST AUDIT:
 
 The Board of Directors appointed M/s. M.B. Ashtamkar, Cost Accountant,
 Mumbai as Cost Auditor of the Company for conducting audit of the cost
 accounts maintained by the Company in respect of the insecticides for
 the year 2011-12. They have submitted a certificate of their
 eligibility for such appointment. For the year 2009-10, they have filed
 their Cost Audit Report on 25th September, 2010. The due date for
 filing the same was 30th September, 2010.
 
 DEPOSITORY SYSTEM:
 
 97.98% of the total paid up equity shares of the Company are
 dematerialized as on 31st March, 2011.
 
 DIRECTORS:
 
 In accordance with the provisions of the Companies Act, 1956 and
 Articles of Association of the Company, Mr. J. R. Shroff, Dr. P. V.
 Krishna, Mr. Pradeep Goyal and Mrs. S. R. Shroff, Directors of the
 Company, retire by rotation at the ensuing Annual General Meeting of
 the Company, and being eligible offer themselves for re-appointment.
 
 As required by Clause 49 of the Listing Agreement with the Stock
 Exchanges, the brief resume of Mr. J. R. Shroff, Dr. P. V. Krishna, Mr.
 Pradeep Goyal and Mrs. S. R. Shroff, Directors of the Company are
 provided in the notice convening the Annual General Meeting of the
 Company.
 
 PERSONNEL:
 
 The relationship with all employees and workers at all sites of the
 Company remained very cordial throughout the year. Your Directors would
 like to place their appreciation for the contribution made by all the
 employees of the Company.
 
 SAFETY, HEALTH PERFORMANCE AND ENVIRONMENT:
 
 The Company ensures that compliance to statutory safety regulations is
 fully met with the management support to manufacturing units. The
 Company has implemented various codes of practices under Responsible
 Care program, an initiative of Indian Chemical Council, which addresses
 broadly various aspects related to Safety, Health and Environment. The
 Company not only addresses its own issues related to SHE aspects, but
 also takes care of various related problems faced by other industries
 in the region where the Units are located. All manufacturing units are
 operating with QMS ISO 9001, EMS ISO 14001 and OHSAS 18001
 certification. Various certificates are getting renewed from time to
 time after audits by respective accreditation agency.
 
 The Company have all the material Consents & Authorization valid under
 different environmental acts and rules. Various manufacturing
 activities are performed at the units as per Consents obtained from
 respective State Pollution Control Boards.  Moreover, all Units are
 complying to provisions of Factories Act and Company have taken steps
 to ensure safe working place for all employees, and protecting their
 health.
 
 During the last year, the Company has augmented Effluent Treatment
 Plants and air pollution control systems at the Units to meet stringent
 discharge norms being prescribed for discharge of treated wastewater /
 stack emissions. The Company is already having on-line monitoring
 system for TOC / TKN at two units i.e. Unit No. 00 at Vapi and Unit No.
 01 at Ankleshwar. For treating effluent with refractory COD, Company
 has set up separate treatment system at Vapi and Ankleshwar. To take
 care of Ammonical Nitrogen problem, Company has incorporated additional
 treatment system which ensures that this parameter is well within the
 prescribed limit. Treated effluent from the Units is discharged to
 Common Treatment Facilities at Vapi, Ankleshwar and Jhagadia; and
 effluent discharge meets inlet norms of Common Treatment Facilities.
 
 Measures taken by the Company for water conservation and recycling have
 paid good results. With operation of RO System at Unit No. 05
 (Jhagadia), approximately 200 KL / Day water has been recycled which
 has helped in reduction of water consumption.
 
 Solid and Hazardous Wastes generated by the units are treated and
 disposed off at Common Hazardous Waste Treatment & Disposal Facility.
 During the year, Company has constructed Hazardous Waste Storages at
 units as per the new guidelines.
 
 The Company has set up Emergency Risk Teams at all its units. In case
 of any emergency like flood, fire, accident, explosion or any other
 calamity, these teams swing into action immediately and bring the
 situation under control. Their work is greatly appreciated by the
 government departments, fire brigade and the industries in these areas.
 
 PARTICULARS OF EMPLOYEES:
 
 In terms 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. 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.
 
 ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO:
 
 The particulars relating to energy conservation, technology absorption,
 foreign exchange earnings and outgo, as required to be disclosed under
 section 217(1)(e) of the Companies Act, 1956 read with the Companies
 (Disclosure of Particulars in the Report of Board of Directors) Rules,
 1988 are provided in the Annexure to this Report.
 
 DIRECTORS RESPONSIBILITY:
 
 Your Directors confirm the following Directors Responsibility
 statements pursuant to provisions of Section 217 (2AA) of the Companies
 Act, 1956:
 
 1.  in the preparation of Annual Accounts for the year ended 31st
 March, 2011, the Company has followed the applicable accounting
 standards with proper explanations relating to material departures;
 
 2.  appropriate accounting policies have been selected and applied
 consistently and judgements and estimates are made prudently and
 reasonably so as to give a true and fair view of the state of affairs
 of the Company as at 31st March, 2011 and of the profit of the Company
 for that year;
 
 3.  proper and sufficient care has been taken for maintenance of
 adequate accounting records in accordance with applicable provisions of
 the Companies Act, 1956 for safeguarding the assets of the company and
 for preventing and detecting fraud and other irregularities;
 
 4.  the annual accounts have been prepared on a going concern basis.
 
 GROUP FOR INTERSE TRANSFER OF SHARES:
 
 As required under Clause 3(1)(e) of the Securities and Exchange Board
 of India (Substantial Acquisition of Shares and Takeovers) Regulations,
 1997 persons constituting Group (within the meaning as defined in the
 Monopolies and Restrictive Trade Practices Act, 1969) for the purpose
 of availing exemption from applicability of the provisions of
 Regulation 10 to 12 of the aforesaid Regulations, are given in the
 Annexure attached herewith and forms part of this Annual Report.
 
 CORPORATE GOVERNANCE:
 
 Your Company and its Board has been complying with Corporate Governance
 to the extent set out in this respect as a separate report, in
 pursuance of requirement of Clause 49 of the Listing Agreement. The
 Management Discussions and Analysis Report forms part of this Report.
 Auditors certificate regarding compliance of the conditions of the
 corporate Governance as stipulated under the said clause is also
 attached to this Report.
 
 LISTING OF THE COMPANYS EQUITY SHARES:
 
 The equity shares of your Company are listed on the Bombay Stock
 Exchange Ltd. and National Stock Exchange of India Ltd.  There is no
 default in paying annual listing fees.
 
 ACKNOWLEDGEMENT:
 
 Your Directors are thankful to all the stakeholders and various
 government agencies and ministries for their continued support.
 
 
 
 
                              On behalf of the Board of Directors
 
 
                                        R. D . Shroff 
                                Chairman & Managing Director
 
 
 Mumbai
 29th April, 2011
 
 Registered Office: 
 3-11, G.I.D.C., Vapi 
 Dist. Valsad, Gujarat 
 Pin: 396195.