To the Members,
 
 1. The Directors place before you the Forty-Third Annual Report of
 the Company together with Statement of Accounts for the accounting year
 ended 31st March, 2011.
 
 2.  Financial Results and Appropriation :
 
                                                         Previous Year 
 
                                              Rs.in lacs     Rs.in lacs
 
 Profit for the year before depreciation 
 and taxation                                   26078.63      23914.51
 
 Less :Depreciation for the year                 2133.87       1950.76
 
 Profit/(loss) before tax                       23944.76      21963.75
 
 Less : Provision for taxation – Current Tax     6900.00       8041.29
 
 – Tax adjustment relating to earlier year        (79.83)       (12.38)
 
 – Deferred Tax charge                            437.06     (1,755.14)
 
 – Fringe Benefit Tax                                  –         (6.12)
 
 Profit/(loss) after tax                        16687.53      15696.10
 
 Add : Balance of profit brought forward        62214.07      53067.95
 
 Less : Transfer to general reserve             15000.00       5000.00
 
 Proposed Dividend : 45% (PY 45%)                1324.83       1324.83
 
 Tax on dividend (Including Surcharge)            209.80        225.15
 
 Balance of profit carried forward              62366.97      62214.07
 
 3.  Dividend:
 
 The Directors recommend a dividend of Rs.4.50 per equity share (Rs.4.50
 per equity share in the previous year).
 
 4.  Debt Servicing:
 
 Your Company has met all obligations towards repayment of principal and
 interest on all loans.
 
 5.  Fixed Deposits:
 
 As reported in the year 2008–09, the Fixed Deposit Scheme of the
 Company has been discontinued and the company has stopped renewals and
 accepting fresh deposits. Deposits accepted during the Scheme and
 matured during the year, have been repaid alongwith interest as on 31st
 March, 2011 in accordance with the terms of deposits. 242 deposits
 amounting to Rs.45.52 lakhs which had matured have not been claimed.
 The Company advises the depositors at regular intervals for repayment
 of the deposits. During the year, the Company has transferred an amount
 of Rs.1.72 lakhs towards unclaimed / unpaid deposits and interest
 thereon to ''The Investors Education and Protection Fund'', pursuant to
 Section 205 C of the Companies Act, 1956.
 
 6.  Directors:
 
 The Board of Directors of the Company at its meeting held on 21st
 January, 2011 appointed Mr. Suresh Krishnan as an Additional Director
 of the Company w.e.f. 21st January, 2011. Mr. Suresh Krishnan will
 cease to hold Office at the forthcoming Annual General Meeting of the
 Company and is eligible for re-appointment. The Company has received a
 notice under section 257 of the Companies Act, 1956 proposing his
 candidature for the office of Director.  Mr. Suresh Krishnan was
 appointed as Managing Director effective 1st February, 2011 for a
 period of five years.
 
 Mr. S.K. Poddar, Mr. Marco Wadia and Mr. Shyam Bhartia, retire by
 rotation at the forthcoming Annual General Meeting and are eligible for
 re-appointment. The resume and details of other directorships and
 committee memberships of Mr.  S.K. Poddar, Mr. Marco Wadia and Mr.
 Shyam Bhartia, are given in Annexure ''C'' to this report.
 
 7.  Auditors:
 
 The Auditors M/s. S.R. Batliboi & Co., Chartered Accountants, Gurgaon,
 retire at the forthcoming Annual General Meeting and are eligible for
 re-appointment.
 
 8.  Cost Auditors :
 
 The Company has re-appointed Mr. Savari Muthu I., Cost Accountant,
 Membership No.6716, as the Cost Auditor for the year 2010-11. The Cost
 Audit Report for the year ended 31-3-2010 was filed by the Company with
 The Ministry of Corporate Affairs.
 
 9.  Conservation of Energy:
 
 Information disclosing particulars of conservation of energy is given
 in Annexure ''A'' to this report.
 
 10.  Technology Absorption:
 
 As part of up-gradation with new technology absorption, Ammonia, Urea
 and Power Plants were converted to Distributed Control System (DCS).
 
 11.  Foreign Exchange earnings and outgo:
 
 By producing fertilizers, of which the country is a net importer, there
 has been savings of valuable foreign exchange to the National
 exchequer. Foreign exchange earnings and outgo is noted under Schedule
 18 (Note 7(C)(ii), 7(E), 7(F) and 10) of the Annual Report and
 Accounts.
 
 12.  Capital Projects:
 
 During the year, based on the Basic Engineering Design Package supplied
 by M/s. Kellogg Brown & Root, U.S.A. and Detailed Engineering done by
 M/s. Projects & Development India Ltd., the Plant has been retrofitted
 and is completely ready to seamlessly change over from the present
 feedstock of Naphtha to Natural Gas, as and when, it is available.
 
 Furthering energy saving initiatives, the regenerative type Lungstrom
 Combustion Air Heater in the reformer flue gas duct has been replaced
 with a Plate type heat exchanger.  As a result of this, energy saving
 is expected by reduction in drive energy of the fans in the air circuit
 and also higher heat recovery from the flue gas.
 
 adventz – Corporate Identity :
 
 The Group has developed a new corporate identity, adventz, with a
 view to harness and harmonise the vast reservoir of human talent,
 technological know-how and other resources in a collaborative,
 inclusive and sustainable manner so as to drive India''s development and
 progress.
 
 The new logo adopted as part of the corporate identity symbolizes
 Group''s deep commitment to the two fundamental drivers of the Indian
 economy : Agriculture and Industry.
 
 13.  Environment & Safety:
 
 The Company''s Fertiliser Plant continues to be a ''Zero Effluent Plant''
 since 1990 and the man-made green belt around the Complex continues to
 flourish and attract a variety of wild life.
 
 In line with the Company''s policy to continuously improve the
 environment, the new dual fired burners installed for the feedstock
 conversion project are designed for a lower NOx emission.
 
 The Company continues to give thrust to safety initiatives across all
 functions.
 
 The Company, during the year, received the Gomant Sarvochcha Suraksha
 Puraskar (1st Prize) from the Green Triangle Society, Goa and The
 Inspectorate of Factories & Boilers, Govt. of Goa, for Outstanding
 Performance in Occupational Safety, Health & Environment.
 
 The Company also completed ''One Million'' man-hours without reportable
 lost time accident to ZIL employees.
 
 14.  Personnel:
 
 Keeping in focus the projected growth of the Company and the need for
 building up leadership at different levels, training activities have
 been carried out for effective succession plan.
 
 The industrial relations in the Company continued to be harmonious.
 
 Particulars of employees to be furnished under Section 217 (2A) of the
 Companies Act, 1956 and the rules framed thereunder, are annexed to
 this Report as Annexure ''B''.
 
 15.  Subsidiary Companies:
 
 In accordance with Accounting Standard 21, Consolidated Financial
 Statements presented by the Company includes the financial information
 of its subsidiaries. The Company has received approval of the Central
 Government u/s 212(8) of the Companies Act, 1956 exempting the Company
 from the purview of section 212(8) of the Act.  Therefore the Balance
 Sheet, Profit and Loss Account, Report of the Board of Directors and
 the Auditors of the Subsidiary Companies are not attached.
 
 The Company will make available these documents/details upon request by
 any member of the Company interested in receiving this information. The
 Annual Accounts of the Subsidiary Companies will also be kept for
 inspection by any investor at the Registered Office of the Company.
 
 Effective 2nd December, 2010 the name of Zuari Developers Limited, a
 wholly owned subsidiary of the Company has changed to Adventz
 Infraworld India Limited and effective 17th January, 2011 the name of
 Zuari Infrastructure and Developers Limited, a wholly owned subsidiary
 of the Company, has changed to Zuari Management Services Limited.
 Effective 10th March, 2011 Zuari Holdings Limited, became wholly owned
 subsidiary of the Company.
 
 A brief review of subsidiaries and joint ventures of the Company is
 given here in below:- Subsidiaries :
 
 a.  Globex Ltd. :
 
 Globex, an offshore subsidiary Company was established at Jebel Ali
 Free Zone on 9th August, 2009. The Company was established with a view
 to carry out General Trading in fertilizers and commodities and
 investment in properties/ Companies, property development, etc.
 
 b.  Gulbarga Cement Limited (GCL) :
 
 Gulbarga Cement Limited, a wholly owned subsidiary of the Company holds
 limestone Mining Lease of 989.89 hectares at Ferozabad in Gulbarga
 District of Karnataka.
 
 The Company has acquired 986 acres of land for setting up Cement Plant
 of 3.23 million tonnes per annum and coal based Power Plant of 50 MW
 and in the process of acquiring remaining land for the project.
 
 c.  Indian Furniture Products Limited (IFPL):
 
 IFPL, a wholly owned subsidiary of the Company, is engaged in
 manufacturing of Ready-To-Assemble (RTA) furniture of international
 quality at its state-of-the-art plant at Kakkalur near Chennai. The
 Plant is highly automated and is CNC (Computer Numeric Control)
 operated. The factory has a floor area of 225,000 sq.ft. and has
 capacity to produce 200,000 units of furniture annually. The company
 has been awarded with ISO 9001:2000 by TUV Suddeutschland accredited by
 TUV, Germany.
 
 The Company has achieved a turnover of Rs. 123.29 crores during the
 current financial year, an increase of 28% as compared to the previous
 year. The mass distribution channel under ''Zuari'' brand has grown up by
 42% and the momentum is expected to be carried out in next few years.
 The major portion of IFPL production is supplied to Style Spa Furniture
 Limited (SSFL) which has also shown a growth of 20% during the current
 year. A new product line set up in the factory during the year, has
 yielded good results. A plan has been worked out for debottlenecking
 the operations in the plant, replacement of old machinery and creating
 additional warehouse space which will entail an investment of Rs. 14
 crores. This is expected to increase production by 10% and productivity
 by 12%. Emphasis is on leapfrogging the institutional business and also
 entering into kitchen segment.
 
 SSFL has entered into Franchise Agreement with Chateau d''Ax for premium
 and luxury segment of furniture business.
 
 d.  Simon India Limited (SIL) :
 
 SIL, a wholly owned subsidiary of your Company, is engaged in
 Engineering Procurement and Construction (EPC) activities and has
 achieved a turnover of Rs.166.79 crores during the current financial
 year 2010-11. SIL has an order book of Rs.158.88 crores and is
 currently executing several major projects in India and overseas.
 
 The major Projects under execution are as follows:
 
 1.  Ammonia abatement & Flare System Project for SABIC in Saudi Arabia
 
 2.  Phosphoric Acid storage tanks with associated facilities project
 for Paradeep Phosphates Limited, Orissa
 
 3.  Final Absorption Tower and associated facilities for Hindustan Zinc
 Ltd. (Vedanta Group) at Chanderiya, Rajasthan
 
 4.  Energy Recovery Project for Sulphuric Acid Plant for IFFCO
 Paradeep.
 
 SIL is also bidding for several other projects in India and overseas.
 
 e.  Adventz Infraworld India Limited (AIIL):
 
 Adventz Infraworld India Limited, (formerly known as Zuari Developers
 Limited), a wholly owned subsidiary of your Company is engaged in the
 business of real estate. AIIL is currently, in the process of
 development of approx. 73 acres of land at Hulikeri, Srirangapatnam
 Taluk, Mandya District, Karnataka, for Company''s Zuari Garden City
 Project.
 
 f.  Zuari Fertilisers & Chemicals Limited (ZFCL) :
 
 Zuari Fertilisers & Chemicals Limited (ZFCL) is a wholly owned
 subsidiary of your Company.
 
 The Company is in the process of obtaining various approvals from State
 and Central Governments for setting up 12 lakhs MTPA of Urea
 manufacturing plant, based on the Liquified Natural Gas (LNG), at
 Mastihole Village, Hukkeri Taluka in Belgaum District of Karnataka. The
 change in the location from Biranholi Village to Mastihole Village was
 approved by the State High Level Clearance Committee (SHLCC),
 Government of Karnataka. The Company is in the process of acquisition
 of land for the said project.
 
 g.  Zuari Management Services Limited (ZMSL):
 
 Zuari Management Services Limited (ZMSL) [formerly known as Zuari
 Infrastructure & Developers Limited], a wholly owned subsidiary of your
 Company is engaged in management consultancy business.
 
 h.  Zuari Holdings Limited :
 
 Zuari Holdings Limited (ZHL), a wholly owned subsidiary of your
 Company, is set up to carry on business of investment, holding of
 investment and as investment Company, having its registered office at
 Jai Kisaan Bhawan, Zuarinagar, Goa.
 
 i.  Zuari Investments Limited :
 
 Zuari Investments Limited, a subsidiary of the Company, is a member of
 both National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) for
 equity as well as Future & Option (F&O) segment. It is a depository
 participant with National Securities Depository Limited (NSDL), Central
 Depository Services Limited (CDSL), National Commodity Derivative
 Exchange Limited (NCDEX), Multi Commodity Exchange Limited (MCX) and
 National Spot Exchange Limited (NSEL).  Besides being empanelled with
 Association of Mutual Fund of India (AMFI) for distribution of Mutual
 Fund products, the company is also a Dealer of OTC Exchange of India
 (OTCEI) and a Category-II Registrar and Share Transfer Agent registered
 with Securities and Exchange Board of India (SEBI). The Company has
 corporate office in Delhi and 20 branches in different parts of India.
 
 The three subsidiaries of Zuari Investments Limited are :- 
 
 i.  Zuari Insurance Brokers Ltd. :
 
 The Company is a Licensed Direct Insurance Broker for Life and Non-life
 segment registered with Insurance Regulatory and Development Authority
 (IRDA).
 
 ii.  Zuari Commodity Trading Ltd. :
 
 The Company has become a member of National Commodity Derivative
 Exchange Limited (NCDEX) and Multi Commodity Exchange Limited (MCX).
 The Trading activity has started in all the branches during the quarter
 ended March 2011.
 
 iii.  Zuari Financial Services Ltd. :
 
 The Company was incorporated with an object to provide financial
 services. It has submitted application to Reserve Bank of India (RBI)
 for registration as Non Banking Finance Company (NBFC).
 
 Zuari Investments Limited plans to offer complete bouquet of financial
 services and poised for one stop shop for Stock Broking, Depository
 Services, Investment Advisory Services, Insurance Broking Services and
 Commodity Broking Services.
 
 j.  Zuari Seeds Limited (ZSL) :
 
 ZSL, a wholly owned subsidiary of the Company, is engaged in R&D,
 production and marketing of hybrid seeds. The Company has achieved a
 turnover of Rs. 40.96 crores during the current financial year. Despite
 seasonal aberrations, by controlling both variable costs and fixed
 costs effectively, company is back on to the stability track.
 
 As informed earlier, out of the total Hybrid cotton seed market in
 India the BGII technology based hybrids occupy almost 95% of the market
 share. These Hybrids are getting commercialized in Kharif 2011.
 
 The Company has initiated trading activities in association with group
 companies. Vegetable seeds portfolio is also being strengthened with
 the introduction of Hybrid Bhendi with resistance to Yellow Vein Mosaic
 virus. A high value Tomato Hybrid was launched during the year which
 has given encouraging results.
 
 A high value tomato hybrid – Shivani which was launched during previous
 year has shown good results and the Company is in the process of
 sealing up the volumes.
 
 16.  Joint Ventures:
 
 a.  Zuari Maroc Phosphates Limited (ZMPL) :
 
 Zuari Maroc Phosphates Limited (ZMPL), a 50:50 joint venture with Maroc
 Phosphore S.A., Morocco, was established as Special Purpose Vehicle
 (SPV) for acquisition of Paradeep Phosphates Limited (PPL). At present,
 the Company is holding 80.45% of the equity stake in PPL.
 
 PPL''s sales and operating revenue including subsidy and other income
 for the year 2010-11 was Rs. 3630.64 crores as compared to the previous
 year Rs. 3169.27 crores.
 
 PPL continues to increase its market share in its marketing areas. The
 sale of own fertilizers and traded fertilizers for the year 2010-11 was
 11,68,592 MT and 2,77,492 MT respectively.
 
 b.  Zuari Indian Oiltanking Limited (ZIOL) :
 
 Zuari Indian Oiltanking Limited (ZIOL) a 50:50 joint venture between
 Zuari Industries Limited and IOT Infrastructure & Energy Services
 Limited has a state-of-the-art terminalling facility for petroleum
 products namely Naphtha, Motor Spirit, High Speed Diesel & Superior
 Kerosene. The Terminal at Goa with 71000 KL tankage is situated 85 M
 above sea level with a 14 KM long piggable pipeline from Mormugao
 Harbour, Goa.
 
 The Company provides terminalling services to Zuari Industries Limited,
 Hindustan Petroleum and Bharat Petroleum.
 
 In the year 2010-11, the terminal has achieved a throughput of 6,57,356
 KL @15 degree.
 
 c.  Zuari Rotem Speciality Fertilisers Limited (ZRSFL) :
 
 Zuari Rotem Speciality Fertilisers Limited, a 50:50 joint venture with
 Rotem Amfert Negev Limited, Israel, has commenced regular production
 from 14/08/2010 at its plant at Baramati in Pune District of
 Maharashtra. The Plant is fully automatic and works on PLC Scada and
 has manufacturing capacity of 24000 MT per annum on two shift basis
 with different NPK blends.
 
 Presently, the plant is operating on one shift and producing 19:19:19
 Grade under brand name Poorna – 19.
 
 Introduction of new Water Soluble Fertilisers (WSF) grades with
 distinct advantages in India is being worked out. Trials are being
 conducted in different Universities which are mandatory for introducing
 new grades.
 
 The Company imported WSF products – 3401 MT, MAP – 565 MT and MKP – 161
 MT for trading activity.
 
 17.  Withdrawl of Scheme of Amalgamation:
 
 Your Board of Directors decided to withdraw the Scheme of Amalgamation
 of Gobind Sugar Mills Limited (GSML) with the Company, which was
 pending for sanction before Hon''ble High Court of Bombay at Goa. The
 withdrawal was in view of change in the business/economic environment
 in relation to the Company''s operation resulting from deregulation of
 the fertilizer sector and to focus on its core business.
 
 18.  Corporate Governance:
 
 The Company has complied with all the mandatory requirements of Clause
 49 of the Listing Agreement. The Report on Corporate Governance
 pursuant to Clause 49 of the Listing Agreement is enclosed as Annexure
 ''C''.  The Auditor''s Certificate on Compliance of conditions of
 Corporate Governance is enclosed as Annexure ''D'', Declaration of
 Managing Director as Annexure ''E'' and the Management Discussion &
 Analysis as Annexure ''F''.
 
 19.  Group :
 
 Pursuant to an intimation from the promoters, the names of the
 promoters and entities comprising Group as defined under the
 Monopolies and Restrictive Trade Practices (MRTP) Act, 1969 are
 disclosed as Annexure ''G'' in the Annual Report for the purpose of the
 SEBI (Substantial Acquisition of shares and Takeovers) Regulations
 1997.
 
 20.  Corporate Social Responsibility:
 
 A.  Care for Stakeholder :
 
 The Company is implementing a tailor made programme Jaikisaan Sangam
 to provide social as well as farm advisory services to the community at
 large. About 180 grass root level workers known as Jaikisaan Krishi
 Salahkars have been deployed in different parts of marketing territory.
 They work as extended arm of the company for delivery of services in
 the field.
 
 The Company endeavours to promote mechanization in paddy cultivation to
 begin with, in its home state, Goa. The objective is to help farmers to
 overcome labour shortage which is threatening paddy cultivation in Goa
 in recent years. In collaboration with Department of Agriculture, Goa,
 technology for paddy transplantation, through use of Mechanized
 Transplanters, was demonstrated in 70 hectares of area in different
 parts in State of Goa.
 
 Similarly, in order to enhance vegetable production in Goa state, the
 Company has launched a special campaign in collaboration with
 Horticultural Corporation, Goa.  Demonstrations on vegetable crops like
 Chilli, Brinjal, Bhendi, Cluster Beans, etc. were organized in 60
 hectares of area in different parts of Goa during the year. The Company
 also raised nursery seedlings of new drum stick variety Bhagya in
 collaboration with Department of Agriculture, Goa and distributed the
 same to farmers in different parts of Goa.
 
 B.  Respect for Environment :
 
 Company is committed to conserve environment and as a part of clean
 environment initiative, a garbage disposal vermi composting unit was
 set up to take care of waste generated at canteen, office and household
 in Company''s township.  A sintex waste management bin with capacity of
 3 m3 was handed over to Sancoale Panchayat in Goa.
 
 The Company has also created wetland for birds in its man made forest.
 
 C.  Activities for Social and Inclusive development :
 
 a.  Animal health camps :
 
 Under Jaikisaan Sangam, the company organized 233 animal health camps
 and 114 family health camps during the year. As a part of agronomic
 services, 145 crop seminars and 156 farmer visits to research stations
 were organized in the field.
 
 b.  Family health drives :
 
 The Company has been participating in the pulse polio and filarial
 drive initiated by Rotary Club and Municipal Council by providing
 services of van, jeep, for public addressal during such drives.
 
 The company has given on lease land for construction of market complex,
 sulab souchalaysas, etc. to the local Panchayat.
 
 c.  Schools :
 
 As part of continuous community welfare awareness, the Company
 conducted programme for school teachers in and around Zuarinagar. The
 topics covered were DO''s and DON''Ts in the event of Ammonia leak,
 preventive measures adopted by the Company to avoid untoward incident.
 Besides the Company provides grants towards infrastructural development
 for the school in its marketing territory.
 
 d.  Telephone help line ''Hello Jaikisaan:
 
 Company is also operating help line service Hello Jaikisaan for
 farmers in Maharashtra and Karnataka.  In the year 2010-11, 4884
 farmers from Karnataka and 13473 farmers from Maharashtra availed the
 benefit of this helpline service.
 
 e.  Zuari Agri Park, Solapur :
 
 At the model farm, Zuari Agri Park, Solapur, the Company endeavours to
 lay out practical demonstrations for showcasing the modern technology
 in crop cultivation. In the year 2010-11, the Company organized field
 demonstrations on new crops such as marigold, drumstick, sugarcane,
 etc. Number of farmers from neighbouring areas of Solapur District
 visited Zuari Agri Park and acquainted themselves with the modern
 practices in farming.
 
 f.  Rural sports :
 
 The Company also organizes several rural sports in the villages in the
 marketing area, with the objective to support traditional rural sports
 and encourage rural youth. During the year, 3 wrestling competitions
 and 5 Bullock cart races were organized in rural areas.
 
 D.  Dissemination of Information on CSR :
 
 Company is flashing information on CSR and allied activities on its
 website (http://www.zuari.in) regularly.
 
 21.  Directors'' Responsibility Statement:
 
 Your Directors hereby report:
 
 i. that in the preparation of annual accounts, the applicable
 accounting standards have been followed along with proper explanation
 relative to material departures;
 
 ii. that the directors have selected such accounting policies and
 applied them consistently and made judgements and estimates that are
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company as at 31st March, 2011 and of the profit and
 loss account for the period ended 31st March, 2011;
 
 iii. that the directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956, for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities;
 
 iv. that the directors have prepared the annual accounts on a going
 concern basis.
 
 22.  Acknowledgements :
 
 Your Directors wish to place on record their appreciation of the
 dedication, commitment and contribution of all stakeholders, employees
 of the Company.
 
                                        For and on behalf of the Board
 
 New Delhi                                                S. K. PODDAR
 
 May 9, 2011                                                  Chairman