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Directors Report of Tata Chemicals Ltd.

Mar 31, 2015

THE MEMBERS OF TATA CHEMICALS LIMITED

The Directors hereby present their seventy sixth Annual Report together with the audited financial statements for the year ended 31st March, 2015:

FINANCIAL RESULTS

(Rs in crore) Particulars Standalone 2014-15 2013-14

Total Revenue 10,276.81 8,882.31

Profit before Depreciation and Exceptional items 1,046.80 945.47

Less : Depreciation 192.71 158.82

Less : Exceptional items - 21 7.77

Profit / (Loss) before tax 854.09 568.88

Tax 216.12 132.81

Profit / (Loss) after tax 637.97 436.07

Minority Interest - -

Share of Loss in Associate - -

Profit / (Loss) attributable to shareholders 637.97 436.07

Add:

Balance in Statement of Profit and Loss 2,691.98 2,463.52

Other Adjustments (20.65) 131.74

Amount available for Appropriation 3,309.30 3,031.33

Appropriations -

(a) Proposed dividend 318.44 254.76

(b) Tax on proposed dividend 63.58 40.98

(c) General Reserve - 43.61

(d) Transfer to other Reserves - -

(e) Balance carried forward 2,927.28 2,691.98

Particulars Consolidated 2014-15 2013-14

Total Revenue 17,320.91 16,027.77

Profit before Depreciation and Exceptional items 1,821.36 1,372.56

Less : Depreciation 463.14 471.24

Less : Exceptional items 199.71 1,420.21

Profit / (Loss) before tax 1,158.51 (518.89)

Tax 351.12 288.78

Profit / (Loss) after tax 807.39 (807.67)

Minority Interest 205.53 221.00

Share of Loss in Associate 5.40 3.33

Profit / (Loss) attributable to shareholders 596.46 (1,032.00)

Add:

Balance in Statement of Profit and 1,695.63 3,086.70

Loss Other Adjustments (21.84) -

Amount available for Appropriation Appropriations 2,270.25 2,054.70

(a)Proposed dividend 318.44 254.76

(b)Tax on proposed dividend 73.43 44.96

(c)General Reserve 14.54 58.24

(d)Transfer to other Reserves - 1.11 (e)Balance carried forward 1,863.84 1,695.63

DIVIDEND

For the year under review, the Directors have recommended a dividend of 100.0% (Rs 10.00 per share) and a special dividend of 25.0% (Rs 2.50 per share) on the occasion of the Platinum Jubilee year of the Company, on its Ordinary Shares. This would result in a payout aggregating Rs 382.02 crore including dividend tax (net). The dividend payment is subject to approval of the members at the ensuing Annual General Meeting.

PERFORMANCE REVIEW Standalone:

The net revenue from operations of the Company increased from Rs 8,679.39 crore to Rs 10,082.06 crore, registering a growth of 16.2% over the previous year. The earnings before interest, depreciation, tax and amortisation (EBITDA) was at Rs 1,038.83 crore as against Rs 927.87 crore, up 12.0% over the previous year. Profit before tax was Rs 854.09 crore whereas the Profit after tax was at Rs 637.97 crore, up 50.1% and 46.3% respectively, over the previous year.

Consolidated:

The consolidated net revenue from operations increased from Rs 15,885.35 crore to Rs 17,202.94 crore, an increase of 8.3% over the previous year. EBITDA was at Rs 2,157.42 crore as against Rs 1,809.60 crore up 19.2% over the previous year. Profit before tax was Rs 1,158.51 crore as against the loss of Rs 518.89 crore in the previous year. Profit after tax before minority interest and share of loss in associate was at Rs 807.39 crore as against the loss of Rs 807.67 crore in the previous year. Profit attributable to the Group after deducting the minority interest and share of loss in associate was at

Rs 596.46 crore as against the loss of Rs 1,032.00 crore in 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 comprising fertilisers and other traded products, (3) Other Agri-inputs including Rallis India Limited''s operations and (4) Others - comprising pulses, water purifier, nutritional solutions, etc. Performance review of these businesses are as under:

1. INORGANIC CHEMICALS SEGMENT

During the year, the Inorganic Chemicals business posted a revenue on standalone basis of Rs 3,266.77 crore as against Rs 3,010.67 crore, registering a growth of 8.5%.

1.1 INDIA OPERATIONS

The Company''s industrial chemicals operation is primarily built around soda ash, sodium bicarbonate, cement and allied traded products. On a macro- economic front, Financial Year (FY) 2014-15 has been stable with favourable global and domestic industrial sentiments. With no significant capacity additions in the domestic industry, imports remained substantial through most of the year. The Company reaffirmed its focus on higher value-added and branded products by launching the GranPlus brand of speckle grade soda ash. In line with the existing competencies of customer-connect, quality products and distribution reach, the Company continues to be actively engaged in trading activities in the inorganic chemicals space. The trading portfolio, consisting of new and allied chemicals, will help the Company to explore new growth areas while catering to a larger portion of the customer''s spend.

Soda Ash

During the year under review, the domestic soda ash market witnessed a growth of 10%. The higher than average growth was observed due to improving macro-economic factors and on the back of sluggish growth in the previous year. Manufacturing performance at Mithapur remained robust for the year with production of 7,98,400 tonnes of soda ash. The total sales volume for the year stood at 6,83,266 tonnes against 6,89,744 tonnes in the previous year. As a continuation of the Company''s strategy in soda ash towards supporting and servicing customer specific requirements, sourcing of material from subsidiary

companies and third parties continued during the year. Although import prices increased in the first half of the year, price levels remained stable over the latter part. A total of 7,38,000 tonnes were imported by India during the year, mainly from Kenya, China, USA, Bulgaria and Romania.

The Company continues to embrace sustainability as a critical pillar of its business strategy with increased bulk material transportation, customer partnership initiatives around innovation and technology and increased waste recyclability at the manufacturing location. Initiatives around manufacturing site and employee engagement are showing positive results as demonstrated by improved employee engagement and reduced attrition at the site.

Sodium Bicarbonate

Sodium bicarbonate market grew by an impressive 13% in FY 2014-15; apart from the strong fundamentals of the product, cyclical growth pattern is also attributable post 2.1% growth in the previous year. Imports at 39,348 tonnes accounted for more than 20% of the market demand. Despite this, the Company has been able to maintain its leadership position in the market on the back of higher production and supplementary imports. Sodium bicarbonate production for the year stood at 93,950 tonnes against 90,331 tonnes in the previous year. The overall sales volume for sodium bicarbonate was 88,066 tonnes for the year. Imports showed a surge in the first half of the year with monthly volumes as high as 6,000 tonnes before settling down to 2,500 tonnes levels. Prices also softened towards the end of the period. China accounted for 87% of the imports with the balance coming from European producers.

During the year, the Company continued to invest in branded offerings of sodium bicarbonate; branded volumes now account for 31% of the portfolio. This is in line with the Company''s strategy to offer value added branded variants as the domestic market matures and grows over a period of time leveraging its global product portfolio for greater consumer connect.

Cement

The domestic cement market remained volatile for the period of FY 2014-15 even as it recovered from the slump due to the strong infrastructure push. The cement market in Gujarat increased by 5.1% to 20.1

million tonnes during the year. Production of 4,44,834 tonnes Ordinary Portland Cement (OPC) and 66,689 tonnes masonry cement was achieved during the year. The sales volumes of OPC and masonry cement were at 4,31,738 tonnes and 65,405 tonnes respectively during the year. Development of niche grades of cement and allied downstream offerings are being explored to reduce price sensitivity.

Salt

Overall, branded salt sales was to 9,56,306 tonnes in FY 2014-15. Sale of Tata Salt grew by 5.2% in volume from 7,54,955 tonnes in FY 2013-14 to 7,94,014 tonnes in FY 2014-15. Tata Salt continues to be the largest distributed brand with a reach of 1.24 million retail outlets across India.

Sale of Tata Salt Lite grew by 11.8% in volume from 12,111 tonnes in FY 2013-14 to 13,542 tonnes in FY 2014-15.

Sale of I-Shakti salt in FY 2014-15 was 1,35,382 tonnes. I-Shakti salt continues to address the iodisation movement, complementing Tata Salt.

The Company''s market share of its salt portfolio has increased to 68.2% in the National Branded Salt segment, up from 67.9% in FY 2013-14.

The outlook continues to be positive with share gain from unbranded salt and regional branded players. The Company is working towards new product introductions through different salt variants and formats.

1.2 OVERSEAS OPERATIONS

1.2.1 Tata Chemicals North America Inc.,

Tata Chemicals North America Inc.''s (TCNA) soda ash production volumes during the year were 23,15,800 tonnes as against the previous year volume of 23,60,700 tonnes.

Sales volumes for the year were 23,62,710 tonnes as against 23,89,880 tonnes in the previous year.

TCNA''s gross revenues for the year were US$ 494.50 million (Rs 3,024.38 crore) as against US$ 484.58 million (Rs 2,930.39 crore) in the previous year. The revenue increase is due to favourable sales mix and pricing, partially offset by lower sales volumes.

TCNA posted a healthy EBITDA for the year under review of US$ 120.80 million (Rs. 738.82 crore ) as against US$ 113.70 million (Rs 687.58 crore) during the previous year. EBITDA was higher due to favourable sales price. Profit before tax and profit after tax for the year were at US$ 62.59 million (Rs. 382.80 crore) and US$ 26.36 million (Rs. 161.21 crore) respectively as against US$ 75.41 million (Rs 456.02 crore) and US$ 37.09 million (Rs. 224.29 crore) respectively during the previous year. PBT and PAT were down due to one-time impairment charge of US$ 19.91 million (Rs. 121.77 crore) on the investment in the Natronx joint venture.

1.2.2 Tata Chemicals Europe

Soda Ash and Sodium Bicarbonate

As informed in the previous year''s report,Tata Chemicals Europe (TCE) has undertaken major restructuring initiatives. These changes included the termination of existing arrangements for the purchase of steam and electricity from the Winnington power station, the acquisition of the Winnington power station, right sizing of manpower and closure of the soda ash and calcium chloride manufacturing plants at Winnington. The business restructuring activities continued during FY 2014-15. Decommissioning of redundant assets at the Winnington site was completed. Major modifications to the Winnington sodium bicarbonate plant have improved both product quality and production capacity. The continuity of soda ash supplies to key customers in the UK has been maintained following the establishment and operation of a major import facility.

Soda ash and sodium bicarbonate business delivered a sales turnover of GBP 114.30 million (Rs 1,126.40 crore) as against the GBP 142.55 million (Rs 1,371.87 crore) in the previous year.

Salt

Industrial salt business saw a challenging environment throughout the year. Under-saturated brine for much of the year resulted in poor manufacturing efficiencies which were partially mitigated by lower gas prices. However, salt continued to retain its strong market share throughout the period.

Salt business achieved a sales turnover of GBP 37.15 million (Rs 366.10 crore) for the year as against the previous year''s figure of GBP 42.37 million (Rs 407.76 crore).

Energy

During the year, TCEmade substantial progress towards delivering the improvement plan for its Combined Heat & Power (CHP) plant which was acquired in September 2013. Significant capital expenditure has been incurred on a new 14 MW steam turbine, which is due for commissioning in September 2015.

The Energy business unit recorded sales for the year of GBP 40.44 million (Rs 398.53 crore) as against GBP 38.89 million (Rs 374.27 crore) in the previous period.

TCE''s overall sales turnover was GBP 164.84 million (Rs 1,624.45 crore) against the previous year''s figure of GBP 191.36 million (Rs 1,841.61 crore). EBITDA for the year was at GBP 13.40 million (Rs. 132.05 crore) against GBP 12.10 million (Rs 116.45 crore) in the previous year.

Loss before tax was GBP 2.32 million (Rs. 22.86 crore) against the previous year loss of GBP 36.08 million (Rs 347.23 crore).

1.2.3 Tata Chemicals Magadi Limited

Tata Chemicals Magadi Limited''s (TCML) performance improved significantly after successful restructuring of operations carried out by mothballing the Premium Ash plant (PAM), right sizing of manpower and controlling fixed cost. TCML achieved a Standard Ash (SAM) production of 3,04,698 tonnes as against 2,67,567 tonnes during the previous year. PAM production was at 66,833 tonnes as against 2,07,223 tonnes during the previous year.

SAM sales volumes for the year were at 3,01,686 tonnes as against 2,97,348 tonnes during the previous year. PAM sales volumes were at 75,417 tonnes as against 189,029 tonnes during the previous year.

TCML achieved the total sales of US$ 87.67 million (Rs 536.19 crore) during the year as against the US$ 105.18 million (Rs 636.05 crore) during the previous year. Sales revenue from SAM was US$ 66.40 million (Rs 406.10 crore) while PAM sales were US$ 17.11 million (Rs 104.64 crore), Salt and Crushed Refined Soda (CRS) sales revenue was US$ 4.17 million (Rs 25.50 crore) during the year.

TCML achieved an EBITDA of US$ 7.53 million (Rs 46.05 crore) compared to a loss of US$ 5.86 million (Rs 35.43 crore) during the previous year. EBITDA improvement is achieved due to improved production and sales volumes of SAM, better prices and savings in cost of delivery.

Loss before tax was US$ 17.51 million (Rs. 107.09 crore), partly due to one-time exceptional costs relating to the mothballing of the PAM plant of US$ 8.92 million (Rs. 54.55 crore) against the previous year loss of US$ 77.66 million (Rs 469.63 crore).

1.2.4 Tata Chemicals International Pte. Limited

Tata Chemicals International Pte. Limited (TCIP), Singapore holds the Company''s investments in the UK, Kenya and USA in addition to carrying on the business of trading of goods.

TCIP trading sales during the year were US$ 30.16 million (Rs 184.46 crore) compared to US$ 31.35 million (Rs 189.58 crore) in the previous year.

2. FERTILISER SEGMENT

During the year, the fertiliser business posted a revenue of Rs 6,227.26 crore against Rs 5,187.34 crore in the previous year, registering a growth of 20.0%.

CROP NUTRITION AND AGRI BUSINESS

Crop Nutrition and Agri business comprises nitrogenous fertilisers i.e. urea manufactured at the Babrala plant and phosphatic fertilisers such as Di-ammonium Phosphate (DAP), NPK and Single Super Phosphate (SSP) manufactured at the Haldia plant. In addition to these, the Company imports and sells Muriate of Potash (MOP), DAP and other crop nutrition products like specialty fertilisers and organic materials. It also operates a customised fertiliser plant at Babrala. Despite an excellent manufacturing performance, the Fertiliser business continues to be under pressure due to margin compression and delay in subsidy recoveries. The subsidy outstanding as on 31st March, 2015 is at Rs 1,971.64 crore.

Urea

During the year, the Babrala plant achieved a total urea production of 12,50,531 tonnes, higher by 1,13,027 tonnes compared to the previous year. The specific energy consumption level of plant improved during the year to 5.135 GCal / tonnes as against 5.203 GCal/tonnes. Higher gas cost, drop in import parity price (IPP) for urea and higher working capital charges have adversely impacted the business performance during the year.

Complex Fertilisers (DAP / NPK / SSP)

During the year, Haldia plant achieved a combined production of 8,68,157 tonnes of DAP, NPKs and SSP

as against the previous year''s production of 7,27,114 tonnes. The sales of DAP, NPKs and SSP were 7,89,292 tonnes as against 7,18,182 tonnes in the previous year. Increased working capital charge and higher input costs have impacted the results adversely.

Imported Products (DAP / MOP)

The demand of phosphatic fertilisers was good in FY 2014-15 with production of NPKs rising steadily and with a drop in DAP domestic production. The Company sold imported DAP of 3,30,488 tonnes as against 1,89,194 tonnes in the previous year. MOP sale was at 1,23,306 tonnes against the previous year sale of 1,43,715 tonnes. Higher volumes and improved margins had positive bearings on the profitability whereas higher hedging costs and increased working capital charge impacted profitability adversely.

Specialty Crop Nutrients and Agri Inputs

Despite farmers facing increased prices of basic fertilisers, the Company managed to hold its place in this segment, driving growth in the new geographies of West and South.

Customised Fertilisers

The Company had commissioned the maiden customised fertiliser plant in the country in FY 2011-12. These are advanced fertilisers, customised for specific crop and region. The Company manufactures 4 grades of fertilisers applicable to paddy, wheat, potato and sugarcane.

The sales of customised fertilisers during the year were 28,492 tonnes as against 16,874 tonnes in the previous year. The Company continues to believe in the potential of this novel concept and will continue to invest suitable resources in a phased manner to drive acceptance amongst customers.

Tata Kisan Sansar

Tata Kisan Sansar, a dedicated network for distribution of agri inputs, provides a trustworthy store serving as a "One Stop agri inputs and services shop" to farmers. Apart from dealing in primary nutrients (Urea, DAP, MOP, NPK, etc.) and specialty fertilisers (Zinc sulphate, boron, micronutrients, calcium nitrate, organics, water soluble fertilisers, PGR, etc.), seeds (field and vegetable crops) and the entire range of pesticides, they also act as active agents in knowledge transfer and adoption of best management practices.

3. OTHER AGRI INPUTS

3.1 During the year, the Other Agri-inputs business posted a revenue on standalone basis of Rs 369.83 crore against Rs 340.63 crore in the previous year, registering a growth of 8.5%. The Company has expanded the network in new geographies in western and southern parts of India with increased focus on own brands.

3.2 Rallis India Limited (Rallis)

Rallis achieved a new landmark in revenues, crossing the Rs 1,900 crore milestone on a consolidated basis. Profit before tax on a consolidated basis is Rs 221.59 crore during the year, as compared to Rs 214.40 crore in the previous year. Rallis earned a net profit of Rs 157.22 crore, as against a net profit of Rs 151.87 crore in the previous year, on a consolidated basis.

Despite challenging market conditions, the branded Domestic Formulation Business registered a growth during the year. The International Business Division contributed 28% of the overall revenues of Rallis. A number of registrations were obtained during the year and the International Business Division commercialised two products in different geographies. Rallis'' effort to augment its Contract Manufacturing Business is receiving encouraging response, and several evaluations are under progress.

The share of Non-Pesticide Portfolio (NPP) sales was 33% of total revenue. The Seeds business, largely driven by the subsidiary company Metahelix Life Sciences Limited, performed well during the year. Sales grew by 37.9% to Rs 309.99 crore during 2014-15, while profits grew by 79.3% to Rs 16.54 crore. This business recorded impressive gains in market share, particularly in hybrid paddy and maize seeds. Rallis offers several products across all the sub-categories of Plant Growth Nutrient (PGN) and launched a new microbial bio product during the year, which helps in enhancing the soil fertility by fixing atmospheric nitrogen, thus decomposing organic wastes and thereby stimulating plant growth.

Rallis'' Agri Services portfolio comprises the organic manure product GeoGreen, Samrudh Krishi (SK) initiative, More Pulses (MoPu) initiative and agri implements. During the financial year, sales of GeoGreen organic manure increased significantly, albeit on a small base. Both SK and MoPu initiatives continue to add significant value to farmers. The agri

implements presence currently consists of sprayers. During the year, Rallis has introduced state-of-the-art battery and power sprayers for test marketing in a few key markets.

4. OTHERS

During the year, the ''Others'' comprising pulses, spices, water purifier, nutritional solutions, etc. achieved a revenue of Rs 283.42 crore as against Rs 172.45 crore in the previous year, registering a growth of 64.4%.

Pulses

In FY 2014-15, Tata I-Shakti unpolished dal and besan business grew by 82% to reach a turnover of Rs 239.54 crore. During the year, the product availability grew from 45,000 outlets to over 90,000 outlets in the key focus markets. The Company stepped up its focus on brand building activities and consumer awareness campaigns for promoting Tata I-Shakti unpolished dals, including the ''Dal on Call'' service in 3 cities - Mumbai, Delhi and Bangalore.

In the long run, the largely unbranded pulses industry, presents a large opportunity to migrate consumers to better quality branded pulses. To ensure this consistent quality, at the sourcing end, as part of its ''Grow More Pulses'' initiative with Rallis, the Company engages with 1,50,000 farmers across 4 states. The farmers associated with the initiative benefit from the Company''s advisory training programmes and continue to enjoy yield increases of 20-50% through the crop cycle.

Spices

The Company entered the spices market with the Tata I-Shakti brand this year. Though almost 75% of the spice market in India is still unbranded, the branded segment is growing at a faster rate of 26% p.a. in terms of value. This shift from unbranded to branded segment is being driven by increasing need for convenience and hygiene. Within the branded spices market, blends are expected to outgrow pures in terms of value over the next 5 years due to increasing consumer adoption of blends.

Tata I-Shakti spices were test launched in Punjab this year, with a product portfolio of 7 blends and 3 pures. Post the test launch, the product was rolled out in Haryana and Himachal Pradesh as well, and it will be extended to other parts of the country in FY 2015-16.

Water Purifier

In FY 2014-15, Tata Swach non-electric storage water purifiers achieved sales of 4,02,435 units of purifiers and bulbs in aggregate with market share of 9% (Source: Market Pulse syndicated Audit March, 2015). The product expanded its reach to be available in 98 cities through 3,200 outlets.

The Tata Swach Silver nanotech storage water purifier range has touched over 1.5 million families and 7 million lives since inception with over 9.5 billion litres of water being purified over the past 5 years.

Tata Swach won the ''Economic Times-Best Promising Brands'' award on the basis of parameters of brand value, brand recall and consumer satisfaction.

Nutritional Solutions

The objective of TCL''s internal start-up, Nutritional Solutions is to offer ingredients and formulations that can be consumed as part of a daily diet to improve digestive, immune and cardiovascular health. Its first product, Fructo-oligosaccharide (FOS), is a short chain, soluble dietary fibre that is grouped with a set of products, collectively known as prebiotics. The manufacturing process for FOS, using cane sugar as the raw material and based on principles of green chemistry was developed at the Company''s Innovation Centre and is under production at it''s green-field manufacturing plant at Sriperumbudur, near Chennai. 150 tonnes of liquid FOS was sold during the year and three product variants have been developed to cater to different customer segments. The Indian customer base spans the formal and the informal economies. The regulatory approval process for exporting FOS is in its final stages. Production will be scaled up in a phased manner from 300 MTPA to 10,000 MTPA.

5. JOINT VENTURES AND ASSOCIATES

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. The Company has a 33.33% shareholding in IMACID, together with two other equal partners, Chambal Fertilisers and Chemicals Limited, India, and Office Cherifien Des Phosphates (OCP), Morocco. The Company secures phosphoric acid through supply from IMACID for manufacture of granulated DAP and NPK fertilisers at its Haldia facility.

For FY 2014-15, production of phosphoric acid was 3,85,666 tonnes as against 3,53,636 tonnes in the previous year.

5.2 JOil (Singapore) Pte. Limited (JOil)

JOil, a Jatropha plant science company, is based in Singapore in which the Company holds a 33.78% stake. JOil has been set up by Temasek Life Sciences Laboratory Limited, Temasek Life Science Ventures Pte. Limited and other investors in Singapore.

JOil continued its work in plant science research on Jatropha and also on inter-specific Hybrids with better yields which are under initial trial. JOil is also planning to setup demonstration plant in West Africa.

5.3 EPM Mining Ventures Inc.

The Company, through its subsidiaries, owns a 25.33% stake in EPM Mining Ventures Inc. (EPM), a company listed on the Toronto Stock Exchange, Canada.

EPM, together with its subsidiaries, operates an exploration stage entity focused on the construction and operation of a major sulphate of potash project on Sevier Lake Playa in southwestern Utah, USA. EPM is engaged in exploration, drilling, engineering, and permitting activities on its Sevier Playa Project. EPM is presently engaged in the project''s feasibility study phase.

EPM has signed a Term Sheet with EMR Capital Resource Fund 1 LP (EMR) for funding of C$ 25 million in 2 tranches and a future investment commitment of not less than C$ 60 million, or one-third of the project equity for the project subject to achieving certain milestones.

5.4 Natronx Technologies LLC (Natronx)

Natronx is an equal stake (33.33%) joint venture between Tata Chemicals (Soda Ash) Partners, USA, Tronox Corporation, USA and Church & Dwight Co. Inc., USA, to build a 4,50,000 tonnes per year ground trona operation, which will produce a very small particle size, high assay sodium based sorbent that will be primarily used by coal fired electrical utilities to reduce acid gases in their air emissions. Since the original formation of the business there have been a number of challenges to the regulations required to drive demand, leading to delays in market acceptance for the technology. These delays have thus adversely impacted Natronx''s sales demand and previous forecast of business performance.

REVIEW OF IMPAIRMENT RISKS

Under the Indian Accounting Standards, a company is required to undertake impairment review of its assets and investments based on certain triggers relating to the business or operating environment.

Based on the impairment review, the Group has recognised impairment charge of goodwill of Rs. 8.52 crore and other assets (including capital work-in-progress and commitments in respect thereof) aggregating to Rs 188.43 crore primarily relating to the overseas Chemical and Bio Fuel business. The above impairment charges do not affect any of the financial covenants of Tata Chemicals Group.

FINANCE

During the year under review, the Company did not raise any new long term finances.

The brought forward outstanding balance of the loan against subsidy receivables of Rs 326.10 crore, availed during February 2014 pursuant to the Special Banking Arrangement (SBA) scheme notified by the Department of Fertilisers, Government of India, was liquidated during the month of April 2014 in accordance with the SBA scheme. The SBA scheme was re-notified during the first quarter of the current financial year and accordingly, a loan of Rs 195.85 crore was availed by the Company in June 2014 and the same was liquidated in the month of August 2014. Apart from this facility, none of the existing long term facilities were due for repayment during the year.

The pace of subsidy disbursements for fertilisers had slowed- down during the second half of the financial year, thereby, resulting in high levels of working capital. The outstanding balance of subsidy receivables as on 31st March 2015 is Rs 1,971.64 crore as against an amount of Rs 1,800.23 crore outstanding as on 31st March 2014.

The increased level of working capital has been funded through working capital facilities including buyers'' credit. The outstanding balances of buyers'' credit and working capital demand loan as on 31st March, 2015 were Rs. 915.54 crore (US$ 146.49 million) and Rs 50 crore respectively.

Despite the pressure on working capital due to the increasing fertiliser subsidy receivable, the Company was able to contain interest costs as a result of competitive sourcing of working capital borrowings and better cash management. The overall interest cost during the year was Rs 186.78 crore marginally higher by Rs 1.46 crore compared to the previous financial year.

During the year, Rallis, a subsidiary of the Company and IMACID, a joint venture, paid dividends of Rs 23.36 crore and Rs 43.97 crore respectively to the Company. Further,

Tata Chemicals North America Inc., a step-down subsidiary of the Company, has paid a dividend of US$ 20 million (Rs 122.32 crore); which has been mainly utilised towards operational requirements at Tata Chemicals International Pte. Ltd, Singapore and repayment of intra group debt by the Company. Another step-down subsidiary of the Company, Tata Chemicals South Africa Pty. Limited has paid a dividend of US$ 0.302 million (Rs 1.85 crore).

During the year, the Company''s overseas subsidiary Homefield Pvt UK Ltd had raised (refinanced) a term loan of US$ 45 million and repaid the existing debt of US$ 44 million on due date. Further, the Company''s overseas subsidiary Tata Chemicals Magadi Limited, in order to support the restructuring initiatives, had raised (refinanced) a term loan of US$ 59 million and pre-paid the existing debt of US$ 40 million. In both the above cases, the all-in interest rate of the new loan is cheaper than the loan being replaced. The Company''s subsidiary Tata Chemicals Europe Holdings Limited which raised term facilities (bridge facilities) aggregating to GBP 140 million during the previous financial year, extended the bridge facilities by one year. In March 2015, the Company''s overseas subsidiary, Tata Chemicals International Pte Ltd reduced interest costs by re-pricing its existing US$ 200 million loan, with existing lenders. The re-pricing takes effect during FY 2015-16.

As on 31st March 2015, the Company had the following credit ratings: A Corporate Family Rating of Ba1/Stable from Moody''s Investors Service and a Foreign Currency Long- Term Issuer Default Rating (IDR) of BB with Stable outlook from Fitch Ratings. The Company''s INR denominated Non- Convertible Debentures of Rs 250 crore are rated at AA and BWR AA (Stable) by CARE Ratings and Brickwork Ratings, respectively. The Company''s long term bank facilities (i.e. fund based working capital facilities) of Rs 765 crore and short term bank facilities of Rs 3,580 crore are rated at AA and A1 , respectively, by CARE Ratings. Further, the Company''s short term debt programme of Rs 100 crore is rated at A1 by CRISIL Ratings.

RELATED PARTY TRANSACTIONS

All related party transactions entered into during the financial year were on an arm''s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Agreement. There were no materially significant related party transactions made by the Company during the year that would have required members approval under Clause 49 of the Listing Agreement.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board has been adopted by the Company and uploaded

on the Company''s website at the link: http://tatachemicals. com/investors/policies/pdf/tcl_rpt_policy.pdf. There are no transactions to be reported in Form AOC- 2.

The details of the transactions with related parties are provided in the accompanying financial statements.

RISK MANAGEMENT POLICY

Risk management policy of the Company promotes a pro- active approach in reporting, evaluating and resolving risks associated with the business. Mechanisms for identification and prioritisation of risks include risk survey, business risk environment scanning, inputs from the Materiality Assessment Report and focused discussions in Risk Management workshops.

Identified risks are used as one of the key inputs for the development of strategy and business plan.

The respective risk owner selects a series of actions to align risks with the Company''s risk appetite and risk tolerance levels to reduce the potential impact of the risk should it occur and/or to reduce the expected frequency of its occurrence. Mitigation plans are finalised, owners are identified and progress of mitigation actions are monitored and reviewed.

The risk assessment update is provided to the Risk Management Committee (RMC) on periodical basis. RMC is appointed by the Board and comprises Directors and executives from the Company and is chaired by an Independent Director. RMC assists the Board of Directors in overseeing the Company''s risk management processes and controls.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR, Safety and Sustainability Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company as approved by the Board.

The Company''s CSR initiative called BEACON, the guiding light, focuses on the following sectors and issues:

Blossom : Promotion and development of traditional handicrafts

Enhance : Poverty alleviation, livelihood enhancement and infrastructure support

Aspire : Education and vocational skill development

Conserve : Environment sustainability by investing in bio-diversity, natural resource management and mitigation of climate change impacts

Nurture : Health care, nutrition, sanitation and safe drinking water

In addition, the Company will promote inclusion and women''s empowerment along with responding to any disasters, depending upon where they occur and its ability to respond meaningfully.

The CSR Policy is available on the Company''s website at the link: http://tatachemicals.com/Sustainability/downloadscsr_ policy.pdf.

The Annual Report on CSR activities is annexed as Annexure 1 to this Report.

VIGIL MECHANISM/ WHISTLEBLOWER POLICY

The Company has adopted a Whistleblower Policy, to provide a formal mechanism to the Directors, employees and its stakeholders to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. The policy provides for adequate safeguards against victimisation of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

The details of the policy are given in the corporate governance report and also posted on the website of the Company viz., www.tatachemicals.com.

PREVENTION OF SEXUAL HARASSMENT (POSH)

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the Rules framed thereunder.

Two complaints of sexual harassment were received during the year and both these complaints were investigated and resolved as per the provisions of the POSH Act. There were no complaints pending for more than 90 days during the year. 34 awareness sessions were conducted covering permanent, contractual and third party employees. One session for capability building of 7 members of the Committee constituted under the POSH Act was conducted and an online awareness training covering more than 80% leadership team and POSH members was also conducted.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans during the year. The details of investments made during the year are given hereunder -

Name of company Nature of Transaction (Rs in crore)

The Indian Hotels Company Investment in compulsorily 9.00 Limited convertible debentures

Bio Energy Venture Investment in preference shares 13.36 - 1 (Mauritius) Pvt. Ltd.

Bio Energy Venture Share application money for 9.38 investments in preference - 1(Mauritius) shares Pvt. Ltd.

The details of guarantees provided during the year are given hereunder

J. Nature of Transaction (Rs in crore)

Corporate Guarantee issued on behalf of Tata Chemicals Magadi Limited 440.94

Corporate Guarantee issued on behalf of Tata Chemicals Europe Limited 28.41

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 (''the Act'') are given in the notes to the financial statements.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company and its subsidiaries, prepared in accordance with Accounting Standard 21 issued by the Institute of Chartered Accountants of India, form part of the Annual Report and are reflected in the consolidated financial statements of the Company. A statement containing the salient features of the financial statements of the subsidiary companies is attached to the financial statements in Form AOC-1.

Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

The annual accounts of the subsidiaries and related detailed information will be kept at the registered office of the Company, as also at the registered offices of the respective subsidiary companies and will be available to investors seeking information at any time.

SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31st March, 2015, the Company had 41 (direct and indirect) subsidiaries (4 in India and 37 overseas), 5 joint venture companies and 1 associate company.

During the year, the following changes have taken place in the subsidiary /joint venture (JV) companies:

- TCNA UK Limited was incorporated as a subsidiary on 22nd August, 2014

- GCSAP Canada Inc. dissolved as a subsidiary with effect from 28 th May, 2014

- Brunner Mond B. V. ceased to exist as a subsidiary with effect from 11th December, 2013

- Kemax B.V. ceased to exist with effect from 11th December, 2013 (JV)

The Company has adopted a policy for determining material subsidiaries in terms of Clause 49 of the Listing Agreement. The policy is uploaded on the Company''s website at the link: http://tatachemicals.com/investors/policies/pdf/material_ subsidiary.pdf.

A report on the performance and financial position of each of the subsidiaries, joint ventures and associate as per the Act is provided in Form AOC-1 attached to the financial statements.

DETAILS OF SIGNIFICANT MATERIAL ORDERS

No significant and material orders were passed by the regulators or the courts or tribunals impacting the going concern status and Company''s operations in future.

INTERNAL FINANCIAL CONTROLS

Internal financial control systems of the Company are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable accounting standards and relevant statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance of corporate policies. The Company has a well defined delegation of authority limits for approving revenue as well as expenditures. Processes for formulating and reviewing annual and long term business plans have been laid down. The Company uses an established ERP system to record day to day transactions for accounting and financial reporting.

The Audit Committee deliberated with the members of the management, considered the systems as laid down and met the statutory auditors to ascertain, inter alia, their views on the internal financial control systems. The Audit Committee satisfied itself on the adequacy and effectiveness of the internal financial control system as laid down and kept the Board of Directors informed.

Details of internal control system are given in the Management Discussion and Analysis Report, which forms part of the Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (''KMP'') Directors

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Cyrus P. Mistry, Director of the Company, retires by rotation at the ensuing Annual General Meeting, and being eligible, has offered himself for re-appointment.

At the Annual General Meeting of the Company held on 21st August, 2014, the members of the Company had approved the appointment of Mr. Nusli N. Wadia, Mr. Nasser Munjee, Mr. E. A. Kshirsagar, Dr. Vijay Kelkar and Dr. Y. S. P. Thorat as Independent Directors of the Company for a term of five years or until their completing 75 years of age, whichever is earlier.

Ms. Vibha Paul Rishi was appointed as an Additional Director of the Company with effect from 1st September, 2014. During the year, the members approved her appointment as a Director as also an Independent Director for a period of 5 years from 1st September, 2014 to 31st August, 2019.

Due to other commitments, Dr. Vijay Kelkar resigned from the Company with effect from 1st April, 2015. The Board placed on record its sincere appreciation for his valuable guidance and contribution during his tenure as the Director of the Company.

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act and Clause 49 of the Listing Agreement entered into with the Stock Exchanges. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules framed there under and are independent of the management.

Key Managerial Personnel

During the year under review, the Company has designated Mr. R. Mukundan, Managing Director, Mr. P. K. Ghose, Executive Director & CFO and Mr. Rajiv Chandan, General Counsel & Company Secretary, as KMP as per the definition under Section 2(51) and Section 203 of the Act.

Governance Guidelines

The Company has adopted governance guidelines on Board effectiveness. The governance guidelines cover aspects related to composition and role of the Board, Chairman and Directors, Board diversity, definition of independence, Directors'' term, retirement age and committees of the Board. It also covers aspects relating to nomination, appointment, induction and development of Directors, Director remuneration, subsidiary oversight, Code of Conduct, Board Effectiveness Review and mandates of Board committees.

Procedure for Nomination and Appointment of Directors

The Nomination and Remuneration Committee (NRC) is entrusted with the responsibility for developing competency requirements for the Board based on the industry and the strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

NRC makes recommendations to the Board in relation to the appointment of new directors. NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director''s appointment or re-appointment is required. NRC is also responsible for reviewing the profiles of potential candidates vis-a-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.

Criteria for Determining Qualifications, Positive Attributes and Independence of a Director

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Act and Clause 49 of the Listing Agreement is annexed as Annexure 2 to this Report.

Annual Evaluation of Board Performance and Performance of its Committees and of Individual Directors

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreements, the Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of Board processes, participation in the long- term strategic planning, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of committees, effectiveness of Committee meetings, etc.

The Board and the NRC reviewed the performance of the Individual Directors on the basis of the criteria such as the contribution of the Individual Director to the Board and committee meetings, preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman were evaluated, taking into account the views of executive directors and non-executive directors. This was followed by a Board meeting that discussed on the performance of the Board, its Committees and Individual Directors.

REMUNERATION POLICY

The Company has adopted a remuneration policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Act and Clause 49 of the Listing Agreement. The remuneration policy is annexed as Annexure 3 to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors and external consultant(s) and the reviews performed by management and the relevant Board committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2014-15.

Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion and Analysis and the Corporate Governance Report, as required under Clause 49 of the Listing Agreement, is presented in a separate section forming 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. The Company has also implemented common ERP programme across all its wholly owned operating subsidiaries.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as

required to be disclosed pursuant to the provisions of Section 134 of the Act read with Rule 8 of the Companies (Accounts Rules), 2014, are provided and annexed as Annexure 4 to this Report.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure 5 to this Report.

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report. Further, the report and the financial statements are being sent to the members excluding the aforesaid statement. In terms of Section 136 of the Companies Act, 2013, the said statement is open for inspection at the registered office of your Company. Any member interested in obtaining such particulars may write to the General Counsel & Company Secretary at the registered office of the Company. Further, the details are also available on the Company''s website www. tatachemicals.com.

AUDITORS

I. Auditors and their report:

In the last AGM held on 21st August, 2014, M/s. Deloitte Haskins & Sells, Chartered Accountants, LLP (DHS LLP) were appointed statutory auditors of the Company for a period of three years. Ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM.

The Auditors'' report of the statutory auditors does not contain qualifications, adverse or disclaimer remarks. The emphasis of matter in the Auditors'' Report on the consolidated financial statements is self-explanatory and therefore do not call for any further comments.

II. Cost Auditors and Cost Audit report:

As per the Cost Audit Orders, Cost Audit is applicable to the Company''s products i.e. Fertilisers, Mineral products including Cement and Inorganic chemicals.

In view of the same and in terms of the provisions of Section 148 and all other applicable provisions of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. N. I. Mehta & Co; and M/s Ramanath Iyer and Co; Cost Accountants, have been appointed

as cost auditors to conduct the audit of cost records of the Company for the financial year 2015-16. The remuneration proposed to be paid to them requires ratification of the members of the Company. In view of this, your ratification for payment of remuneration to cost auditors is being sought at the ensuing AGM.

III. Secretarial audit

In terms of Section 204 of the Act and Rules made there under, M/s. Parikh & Associates, Practicing Company Secretaries, have been appointed secretarial auditors of the Company. The report of the secretarial auditors is annexed as Annexure 6 to this Report. The report is self-explanatory and does not call for any further comments.

DISCLOSURES

i. Details of Board meetings

During the year, 10 (ten) Board meetings were held. The details of the Board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

ii. Composition of Audit Committee:

The Board has constituted the Audit Committee comprising Mr. Nasser Munjee as the Chairman and Mr. R. Gopalakrishnan, Mr. E.A. Kshirsagar and Dr. Y. S. P. Thorat as the Members. Further details of the Committee are given in the Corporate Governance Report.

iii. Composition of CSR, Safety and Sustainability Committee

The Board has constituted the CSR, Safety and Sustainability Committee comprising Mr. Prasad R. Menon as the Chairman and Mr. Nasser Munjee, Dr. Y. S. P. Thorat and Mr. R. Mukundan as the Members.

iv. Fixed Deposits

The Company has not accepted the deposits from the public falling in the ambit of Section 73 of the Act and The Companies (Acceptance of Deposits) Rules, 2014.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Act and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return in Form MGT 9 is annexed as Annexure 7 to this Report.

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

CYRUS P. MISTRY Chairman

Mumbai, 27th May, 2015


Mar 31, 2014

The Directors present the seventy fifth Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2014.

2014 – PLATINUM JUBILEE YEAR

Tata Chemicals Limited (''TCL'' or ''the Company'') began its long and passionate journey to serve society through science back in 1939 and has done so for nearly 75 years now. A pioneer in the production of synthetic soda ash in India, it became the second largest soda ash manufacturer in the world.

The Company became the national leader in the branded salt category reaching over 7.5 crore households. TCL is also a national leader in the branded pulses segment and launched the first indigenous nano tech water purifier. The Company along with its subsidiary, Rallis India Limited, has built significant presence in crop nutrition and crop protection areas and has over 2 crore farmer connect.

The Directors wish to express their sincere gratitude to all the stakeholders, including shareholders, customers, Company''s Union, employees, Government authorities and partners of the Company, for their support and unstinted loyalty in making this long, at times dif cult journey, a successful and enriching one.

FINANCIAL RESULTS

(Rs. in crore)

Particulars Standalone Consolidated

2013-14 2012-13 2013-14 2012-13

Total Income 8,892.56 8,747.66 16,037.85 15,128.80

Profit before Depreciation and Exceptional items 945.47 1,208.72 1,372.56 2,116.78

Less : Depreciation 158.82 214.29 471.24 533.88

Less : Exceptional items 217.77 169.06 1,420.21 669.87

(Loss) / Profit before tax 568.88 825.37 (518.89) 913.03

Tax 132.81 182.05 288.78 302.52

(Loss) / Profit after tax 436.07 643.32 (807.67) 610.51

Share of Loss in Associates - - 3.33 3.08

Minority Interest - - 221.00 207.03

(Loss) / Profit attributable to shareholders 436.07 643.32 (1,032.00) 400.40

Add:

Balance in Statement of Profit and Loss 2,463.52 2,178.99 3,086.70 3,078.33

Other Adjustments 131.74 - - -

Amount available for Appropriation 3,031.33 2,822.31 2,054.70 3,478.73

Appropriations -

(a) Proposed Dividend 254.76 254.76 254.76 254.76

(b) Tax on Dividend 40.98 39.70 44.96 48.50

(c) General Reserve 43.61 64.33 58.24 76.27

(d) Debenture Redemption Reserve - - - 12.50

(e) Transfer to Other Reserves - - 1.11 -

(f ) Balance Carried forward 2,691.98 2,463.52 1,695.63 3,086.70

3,031.33 2,822.31 2,054.70 3,478.73

DIVIDEND

For the year under review, the Directors have recommended a dividend of Rs. 10 per share (Rs. 10 per share for the previous year) on the Ordinary Shares of the Company aggregating to Rs. 295.74 crore [including Dividend Tax (net)]. The dividend payment is subject to approval of the Members at the ensuing Annual General Meeting.

COMPANY''S PERFORMANCE

The net revenue from the operations of the Company increased from Rs. 8,382.06 crore to Rs. 8,689.64 crore, registering a growth of 3.7% over the previous year. The earnings before interest, depreciation, tax and amortisation (EBITDA) was at Rs. 927.87 crore as against Rs. 1,046.37 crore, down 11.3% over the previous year. Profit before tax was Rs. 568.88 crore whereas the profit after tax was at Rs. 436.07 crore, down 31.1% and 32.2% respectively, over the previous year.

The consolidated net revenue from the operations increased from Rs. 14,711.02 crore to Rs. 15,895.43 crore, an increase of 8% over the previous year. EBITDA was at Rs. 1,809.43 crore as against Rs. 2,162.91 crore, down 16.3% over the previous year. The loss before tax was Rs. 518.89 crore whereas the loss after tax before minority interest and share of loss in associates was at Rs. 807.67 crore. Loss attributable to the Group after deducting the minority interest and share of loss in associate was at Rs. 1,032.00 crore. The reported loss was largely on account of exceptional items aggregating to Rs. 1,420.21 crore (net) primarily towards impairment of certain assets, restructuring cost, write down of goodwill and certain investments and exchange loss.

The Company''s 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 comprising fertilisers and other traded products; (3) Other Agri-inputs including Rallis India Limited''s operations and (4) Others - comprising water purif er, nutritional solutions and pulses. Performance of these businesses are as under:

1. INORGANIC CHEMICALS SEGMENT

1.1 India Operations:

The Company''s industrial chemicals operation is primarily built around soda ash, sodium bicarbonate, cement and allied traded products. On a macro-economic front, Financial Year (FY) 2013-14 has been a story of two halves; while the first half was about high pipeline inventories and volatile economic conditions, the second half was about rebounding industrial sentiment.

The year also witnessed record volumes of imports from China in the first half. Pricing pressures prevailed in the market, driven by tightening market conditions and increased cost pressures. In line with the existing competencies of customer-connect, quality products and distribution reach, the Company has been actively engaged in trading activities in the inorganic chemicals space. The trading portfolio, consisting of new and allied chemicals, will help the Company in exploring new growth areas while catering to a larger portion of the customer''s basket.

SODA ASH

FY 2013-14 saw a 2% de-growth in the domestic soda ash market. On the back of very strong growth in the previous year, pipeline inventories remained high through the first half of the year. By the end of the second half, stocks had been utilised for most end user sectors.

From a manufacturing perspective, despite unfavourable weather conditions, production was 798,897 tonnes of soda ash at Mithapur. The total sales volume for the year stood at 750,747 tonnes against 714,519 tonnes in the previous year. As a continuation of the Company''s soda ash strategy towards supporting customer specific requirements and servicing market growth, sourcing of material from the subsidiary companies increased for the year.

The first half witnessed high imports at lower price levels in the market. Imports decreased in the second half due to realignment of trade flows, anti-dumping duties and shift in focus towards margins of Chinese producers. A total of 560,000 tonnes imports were recorded for the year; most of these were from Kenya, China, Bulgaria, Romania and Turkey.

Apart from robust continuous improvement programmes and customer partnership initiatives, focus was laid upon leveraging IT for driving customer service levels. The Company''s initiatives around sustainable supply chain continued with increased transportation of bulk material. Initiatives around manufacturing site and employee engagement are showing positive results evidenced by reduced attrition at the site.

SODIUM BICARBONATE

Post a very high market growth in FY 2012-13, FY 2013-14 registered a 2.1% market growth in sodium bicarbonate. Sodium bicarbonate imports touched an all-time high of 29,000 tonnes against 20,000 tonnes in the previous year. Despite this, the Company has been able to maintain more than 50% market share on the back of higher production.

Sodium bicarbonate production for the year stood at 90,331 tonnes against 87,924 tonnes in the previous year. The overall sales volume for sodium bicarbonate was 86,570 tonnes for the year. Imports for the year were skewed with very high import volumes in the first half. A strong dollar and increased Chinese domestic demand substantially decreased imports in the second half. Of the total imports, China accounted for 93% volumes.

During the year, the Company continued to invest in the branded of erings of sodium bicarbonate; branded volumes now account for 23% of the bicarbonate portfolio. This is in line with the Company''s strategy 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.

CEMENT

The domestic cement market faced a slump in demand during the year. Sentiment remained very weak in the market with sustained price pressures for a major part of the year. Consolidation in the industry and extended discounts from major players also affected the business. The Gujarat cement market declined by 2.8% to 534,000 tonnes during the year.

Production of 460,275 tonnes Ordinary Portland Cement (OPC) and 79,574 tonnes masonry cement was achieved during the year. The sales volume of OPC and masonry cement were at 454,280 tonnes and 79,513 tonnes respectively during the year. Considering the volumes of cement, evaluations are currently underway to develop niche grades of cement and allied downstream offerings.

SALT AND RELATED PRODUCTS

Salt production of 805,637 tonnes was achieved at Mithapur during the year as against the previous year production of 805,388 tonnes. Overall, branded salt sales marginally grew from 935,579 tonnes in FY 2012-13 to 939,981 tonnes in FY 2013-14. Sales of Tata Salt grew by 4% in volume from 728,829 tonnes in FY 2012-13 to 754,955 tonnes in FY 2013-14. Tata Salt continues to be the largest distributed brand with a reach of 14.5 lakh retail outlets across India.

Sales of I-Shakti salt in FY 2013-14 was 162,930 tonnes. I-Shakti salt continues to meet the iodisation movement, complimenting Tata Salt. The Company''s market share of its salt portfolio has increased to 67.9% in the National Branded Salt segment, up from 66.8% in FY 2012-13. Sales of Tata SaltiLite grew by 11% in volume from 10,883 tonnes in FY 2012-13 to 12,111 tonnes in FY 2013-14.

I-Shakti cooking soda sales showed an encouraging growth of 73% with sales of 3,302 tonnes during the year as compared to 1,908 tonnes in the previous year.

The business continues to work towards new product introduction through salt variants and development of other categories.

1.2 Overseas Operations

1.2.1 Tata Chemicals North America Inc. (TCNA)

Soda ash production at TCNA during the year were 23,607,000 tonnes as against the previous year volume of 23,316,000 tonnes.

Sales volume for the year increased to 23,899,000 tonnes as against 23,431,000 tonnes in the previous year showing a positive volume of 468,000 tonnes.

TCNA gross revenues (including freight costs) were marginally down at USD 471.87 million (Rs. 2,853.55 crore) as against USD 478.73 million (Rs. 2,604.64 crore) in the previous year. The average unit selling price was down, driven primarily by decreased exports prices.

EBIDTA, profit before tax and profit after tax were at USD 109.48 million (Rs. 662.07 crore), USD 69.06 million (Rs. 417.65 crore) and USD 37.87 million (Rs. 229.01 crore) respectively. The results were impacted due to increase in cost of goods sold which primarily consists of labour, energy, materials, royalties and depreciation, increased by USD 3.6 million (Rs. 21.77 crore) over the previous year. Interest expense and financing fees were USD 8.13 million (Rs. 49.16 crore) higher than last year driven by refinancing the existing USD 375 million (Rs. 2,246.81 crore) Senior syndicated facility, replacing with a USD 340 million ( Rs. 2,037.11 crore) credit facility.

1.2.2 Tata Chemicals Europe (TCE)

During the year, TCE ceased operation of its soda ash facilities at Winnington while investing in increased sodium bicarbonate capacity and quality improvements at the same to feed the growing high value sodium bicarbonate sectors. The new sodium bicarbonate plant is now on line. The UK market declined in size somewhat post-recession, but volumes rebounded during the course of the year from lows in the first quarter of 2013. Turnover for the year was at £142.6 million (Rs. 1,372.35 crore), 3% lower than in FY 2012-13. TCE continues to supply its soda ash customer base from its operation at Lostock and through a dedicated import facility in the UK.

Meanwhile, TCE''s salt business saw a challenging environment, but nevertheless continued with strong market share throughout the period. Turnover for the year was at £42.4 million (Rs. 408.05 crore). TCE also acquired the Combined Heat and Power (CHP) plant at Winnington from EON, which is a state-of-the-art facility supplying electricity and steam to the Lostock operations. The power plant operation continues to be operated and maintained by EON under contract to TCE. Energy prices during winter FY 2013-14 made for dif cult economics with a mild winter and high wind generation making gas f red generation marginal at best.

Reconfiguration of the CHP plant will optimise its heat and power efficiency during 2015 and in the meantime regulatory changes and lower gas prices are expected to benefit TCE in FY 2014-15 and beyond.

During FY 2014-15, the final stages of the restructuring programme will be completed in TCE and growth in the high value sodium bicarbonate business is expected to increase significantly from FY 2013-14 levels.

Total turnover of TCE for the year is £191.4 million (Rs. 1,842.45 crore), EBITDA stood at loss of £1.77 million (Rs. 17 crore). TCE posted a net loss after tax of £36.99 million (Rs. 356.01 crore) for the year after charging of £25.18 million (Rs. 242.28 crore) towards exceptional items pertaining to restructuring of Winnington Plant.

1.2.3 Tata Chemicals Magadi Limited (TCML)

Turnover of TCML for the year ended 31st March, 2014 was USD 105.18 million (Rs. 636.05 crore) as compared to the previous year''s f gure of USD 105.73 million (Rs. 575.24 crore). TCML incurred the loss of USD 77.66 million (Rs. 469.63 crore) during the year as against the loss of USD 22.29 million (Rs. 121.27 crore) during the previous year.

The results were impacted due to missed production targets caused by worsening plant ef ciencies, significant decrease in prices during the year and increased costs of sales. The cost of sales increased by 68.8% to USD 116.05 million (Rs. 701.78 crore) during the year from USD 68.73 million (Rs. 373.94 crore) in the previous year primarily due to rising energy costs.

High energy costs ultimately led to a downward revision of cash flow projections for the Premium Ash (PAM) plant at Magadi, thus, resulting in a provision towards impairment of assets of USD 50.69 million (Rs. 304.42 crore) which also contributed to the loss for the year ended 31st March, 2014.

1.2.4 Tata Chemicals International Pte Limited (TCIPL)

TCIPL commenced trading in April, 2013 and recorded sales of USD 31.4 million (Rs. 189.82 crore) through the purchase and sale of 135,312 tonnes of soda ash and heavy fuel oil between a mixture of related and third party customers and suppliers. In addition to trading goods, TCIPL is the International Headquarters for Tata Chemicals and holds the investments in the UK, Kenya and USA and provides strategy and business support to its subsidiaries, including raising of finance.

2. FERTILISER SEGMENT

2.1 CROP NUTRITION AND AGRI BUSINESS

Crop Nutrition and Agri business comprises nitrogenous fertilisers i.e. urea manufactured at Babrala plant and phosphatic fertilisers like Di-ammonium Phosphate (DAP), NPK and Single Super Phosphate (SSP) manufactured at the Haldia plant. 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. It also includes a Customised Fertiliser plant at Babrala, the first of its kind in India.

Urea

During the year, the Babrala plant achieved a total urea production of 1,137,504 tonnes, higher by 10,083 tonnes compared to the previous year. The specific energy consumption level of plant improved during the year to 5.203 GCal / tonne as against 5.218 GCal/tonne, aided by lesser number of interruptions.

Complex Fertilisers (DAP / NPK / SSP)

During the year, the Haldia plant achieved a combined production of 727,114 tonnes of complex fertilisers as against the previous year''s production of 661,149 tonnes. The sales of complex fertilisers were 718,182 tonnes as against 657,123 tonnes in the previous year.

Imported Products (DAP / MOP)

Given the heavy inventory overhang with the trade of phosphatic and potassic fertilisers, the DAP imports into India fell by 43% while complex imports were low and fell by 11%. The collapse of the Russian and Belarusian entity for potash triggered a serious price correction in MOP, although the impact of the same for India will only be felt in FY 2014-15. While MOP imports to India were higher by 31%, the sales of MOP were similar to last year, which indicates that most of the additional imports went into manufacture of complex fertilisers. The Company sold imported DAP of 189,194 tonnes as against 324,313 tonnes in the previous year. MOP sales were at 143,715 tonnes against the previous year sales of 38,356 tonnes.

Specialty Crop Nutrients

The Company continued to focus on the non-subsidised portfolio and posted a significant revenue growth over the previous year by expanding into new geographies of the Western and the Southern parts of India and by introducing new products.

Customised Fertilisers

The Company had commissioned the maiden customised fertiliser plant in the country in FY 2011- 12. These are advanced fertilisers, customised for specific crop and region. The Company manufactures 4 grades of fertilisers suitable for paddy, wheat, potato and sugarcane.

The sales of customised fertilisers during the year were 16,874 tonnes as against 18,701 tonnes in the previous year. The Company believes that, this being a new concept would be promoted in a phased manner and will slowly gain acceptance.

2.2 TATA KISAN SANSAR

Tata Kisan Sansar, a dedicated network for distribution of agri inputs, is well established in the Northern and the Eastern geographies. This concept provides a trustworthy store offering "One stop agri input and services shop" to farmers. The dealer and franchisee network deal with products such as Primary Nutrients (urea, DAP, MOP, NPK etc.) and Specialty Fertilisers (zinc sulphate, boron, micronutrients, calcium nitrate, organics, water soluble fertilisers, etc.), Seeds (f eld 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 the nutrients and inputs under one roof.

3. OTHER AGRI INPUTS

3.1 The Company has posted a significant revenue growth over the previous year. The Company has expanded the network in new geographies in the Western and the Southern parts of India with increased focus on its own brands.

3.2 Rallis India Limited (Rallis)

Rallis achieved the revenue of Rs. 1,746.56 crore for the year as compared to Rs. 1,458.18 crore of the previous year, registering a growth of 19.78%. Profit before tax on a consolidated basis was Rs. 214.40 crore during the year as compared to Rs. 172.29 crore in the previous year, an increase of 24.44% over the previous year. The Company earned a net profit of Rs. 151.87 crore, as against a net profit of Rs. 119.02 crore in the previous year on a consolidated basis.

Rallis has registered an overall double digit growth during the FY 2013-14. This growth is driven by an all-round performance and, in particular, rise in sales of megabrands.

The branded Domestic Formulation Business registered a good growth during the year over the previous year. The International Business Division showed a significant growth over FY 2012-13 and continues to be above 30% of the overall revenue for the past two years. Rallis'' ef orts in building a robust Non-Pesticide Portfolio (NPP) of businesses, to cater to the changing needs of the farmers and agriculture gained momentum during the year. The share of NPP sales was 31% of the total revenue.

The acquisition of a majority stake in Metahelix Life Sciences Limited (Metahelix), a research-led seeds company in December 2010, has started yielding results. In three years, the revenue of Metahelix has grown significantly to reach Rs. 180 crore during FY 2013-14, one of the highest growth rates among seed companies in the country. Metahelix plans to introduce new hybrids during FY 2014-15, including Bt cotton hybrids, which will help in sustainable and profitable growth in the future.

During the year, Rallis has acquired additional stake in equity shares of Zero Waste Agro Organics Limited (ZWAOL), taking its shareholding in ZWAOL to 51.02%. ZWAOL is a company manufacturing scientifically prepared organic compost, a soil conditioner. ZWAOL has recorded a four- fold growth in its sales volumes, as its high quality organic compost "GeoGreen" gained market acceptance.

4. OTHERS

4.1 Water Purifier

During the year, Tata Swach water purifiers reported value growth of 86% and volume growth of 55%. During the year, the Company introduced multiple new products in the storage of ine category such as Tata Swach Cristella Plus with sturdy body, new spaceship bulb with enhanced purif cation media and the Tata Swach Silver Boost with higher storage capacity and cyst removal mechanism (MF membrane).

The year also marked the entry of Tata Swach into high- end "Online - RO and UV based Purifiers" that use electricity and running water. Two variants were pilot launched - Tata Swach Silver RO Platina – Multistage RO purification and Tata Swach Silver RO Ultima - multistage RO UV purification which are able to handle all types of impurities and contamination including high TDS, heavy metals and harmful minerals besides pathogens such as bacteria, virus and cyst thus ensuring a "Total Purification Solution" from the Tata Swach umbrella. Both variants are being rolled out nationally in top 20 cities in FY 2014-15.

4.2 Pulses

In FY 2013-14, unpolished dals and besan revenue (sold under Tata I-Shakti brand) grew by 110%. During the year, the product availability grew from 18,000 outlets to over 45,000 outlets in the key focus markets. The Company continued to focus on brand building activities and consumer awareness campaigns for promoting Tata I-Shakti unpolished dals. The ''Dal on Call'' service of the Company reached to 3 cities (Mumbai, Delhi and Bangalore) and delivered to over 14,500 customers and has over 50% repeat customers ordering through the service.

4.3 Nutritional Solutions

The objective of TCL''s fledgling Nutritional Solutions business is to offer ingredients and formulations that can be consumed as part of a daily diet to improve gut health. To this end, the first product, Fructo- oligosaccharide (FOS) is a short chain, soluble dietary fibre that is grouped with a set of products, collectively known as prebiotics.

The manufacturing process for FOS, using cane sugar as the raw material and based on principles of green chemistry was developed at TCL''s Innovation Centre and is undergoing scale-up and pre-commercial production trials at the Company''s green-fled manufacturing plant at Sriperumbudur, near Chennai. The trials are being carried out concurrently with the establishment of a downstream drier system to produce FOS in both solid and liquid forms.

Over fifty potential customers have been sent samples for approval; product studies to obtain regulatory approvals to allow export of FOS are also underway. Trial production will commence in the first quarter of FY 2014-15 and production will be scaled up in a phased manner from 300 MTPA to 1000 MTPA.

5. JOINT VENTURES AND ASSOCIATES

5.1 Indo Maroc Phosphore S.A. (IMACID)

IMACID is a joint-venture company established in Morocco, North Africa 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 Cherif en Des Phosphates (OCP), Morocco. The Company procures 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 353,626 tonnes as against 326,501 tonnes in the previous year.

5.2 JOil (Singapore) Pte. Limited (JOil)

JOil, a Jatropha plant science 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 progressed well on Jatropha plant science. It has invested in pure research and enabling technologies, developing GM materials and in developing industrially scaled propagation techniques. JOil has conducted successful f eld trials in India and South East Asia.

JOil achieved an income of S$ 1.58 million (Rs. 7.59 crore) for the FY 2013-14 as compared to S$ 1.15 million (Rs. 5.02 crore) in the previous year.

5.3 EPM Mining Ventures Inc. (EPM)

The Company, through its subsidiaries, owns a 25.70% stake in EPM, a company listed on the Toronto Stock Exchange, Canada.

EPM, together with its subsidiaries, operates an exploration stage entity focused on the construction and operation of a major Sulphate of Potash ("SOP") project on Sevier Lake Playa in South Western Utah, USA. EPM is engaged in exploration, drilling, engineering and permitting activities on its Sevier Playa Project with the objective of providing a feasibility study and reserve estimates in accordance with the Canadian standards of disclosure for mineral projects. EPM completed a preliminary feasibility study on the Sevier Playa Project in November 2013; and is at present engaged in the project''s feasibility study phase.

5.4 Natronx Technologies LLC (Natronx)

Natronx, which is an equal stake (33.33%) joint venture between Tata Chemicals (Soda Ash) Partners, U.S.A., FMC Corporation, U.S.A. and Church & Dwight Co. Inc., U.S.A., is in the final stages of commissioning a 450,000 tonne per year ground trona operation which will produce a very small particle size, high assay sodium based sorbent that will be primarily used by coal f red electrical utilities to reduce acid gases in their air emissions. Since the original formation of the business there have been a number of challenges to government agencies including the US Environmental Protection Agency regarding their ability to set certain air emission regulations, including the Cross State Air Pollution Rule, which are key to the demand proposition for Natronx. In early 2014, these objections were overturned so demand for dry sorbent injection should now begin to grow over the next 18-24 months and Natronx will be bringing the plant into production in order to meet demand. These delays have, thus, negatively impacted Natronx; sales demand and previously forecast business performance.

REVIEW OF IMPAIRMENT RISKS

Under the Indian Accounting Standards, a company is required to undertake impairment review of its assets and investments based on certain triggers relating to the business or operating environment.

Based on the impairment review, the Company has made a provision in the standalone financial statements of Rs. 59.30 crore towards impairment in respect of certain fertiliser and bio-fuel assets. Further, the Company has recognised non-cash write down of goodwill and other assets of Rs. 924.38 crore in the consolidated financial statements. The impairment of assets represents the non- cash write down of goodwill of Rs. 619.77 crore and assets of Rs. 304.61 crore primarily relating to Tata Chemicals Magadi operations. The impairment is mainly on account of high energy costs at the plant at Kenya which has ultimately led to downward revision of cash flow projections of Kenya business. The above provisions are non-cash charges and do not affect any of the financial covenants of Tata Chemicals Group.

AMALGAMATION OF HOMEFIELD INTERNATIONAL PVT. LTD, (MAURITIUS) WITH THE COMPANY

During the year, the Scheme of Amalgamation of Homefield International Pvt. Ltd. (Mauritius) a wholly owned subsidiary, with the Company (''the Scheme'') was f led before the High Court of Judicature at Bombay for its sanction pursuant to Section 391-394 of the Companies Act, 1956.

The Hon''ble High Court of Judicature at Bombay sanctioned the Scheme vide its Order dated 7th March, 2014. The Scheme became effective on 29th April, 2014 with the Appointed Date of the Scheme as 1st April, 2013. No shares of the Company were issued and allotted in lieu or exchange of the equity shares of Homefield International Pvt. Ltd. (Mauritius) under the Scheme.

Accordingly, the standalone balance sheet for the financial year ended 31st March, 2014 of the Company includes financial results of Homef eld International Pvt. Ltd. (Mauritius) from 1st April, 2013.

FINANCE

The outstanding balance of External Commercial Borrowing (ECB) of USD 285 million, out of the ECB of USD 475 million raised in March 2008, was fully repaid during the year. Out of the total repayment of USD 285 million, an amount of USD 190 million was pre-paid and refinanced by raising ECB of USD 190 million. In addition to this, the Company had repaid 11.80% secured Non- Convertible Debentures (NCDs) of Rs. 240 crore on the due date.

The pace of subsidy disbursements for fertilisers witnessed a signif cant slow-down from August 2013. This resulted in high levels of working capital through the second half of the year. The outstanding balance of subsidy receivables as on 31st March, 2014 is Rs. 1,794.89 crore as against an amount of Rs. 1,752.63 crore outstanding as on 31st March, 2013.

The increased level of working capital has been funded through working capital facilities including buyers'' credit. The outstanding balance of buyers'' credit as on 31st March, 2014 was USD 160.89 million (Rs. 963.99 crore). Further, pursuant to the reintroduction of Special Banking Arrangement (SBA) made by The Department of Fertilizers, Government of India, twice during the year, the Company had availed loans against subsidy receivables for an aggregate amount of Rs. 465.71 crore from the State Bank of India led consortium. Out of this, Rs. 139.61 crore was liquidated during the month of February 2014 in accordance with the SBA scheme. The brought forward outstanding balance of loan against subsidy receivables of Rs. 179.63 crore, availed during March 2013, was also liquidated during the month of April 2013 in accordance with the SBA scheme.

The year witnessed elevated levels of interest rates on the back of high inflationary pressure and volatile macro-economic scenario. Amid volatility in financial and capital markets, the

Company was able to contain the interest costs as a result of better cash management and repayment of high cost NCDs. The reduction in cost of borrowing resulted in savings in interest cost of Rs. 17.93 crore.

During the year, Rallis India Limited, a subsidiary of the Company and IMACID, a joint venture, have paid dividends of Rs. 22.39 crore and Rs. 29.47 crore respectively to the Company.

During the year, the Company''s overseas subsidiary Tata Chemicals North America Inc. (TCNA) had refinanced debt facilities to the tune of USD 340 million. Further, the Company''s overseas subsidiary Tata Chemicals Europe Holdings Limited (TCEHL) had raised term and multicurrency revolving facilities (bridge facilities) aggregating to GBP 140 million to refinance the existing facilities. In addition to this, the Company''s overseas subsidiary Homefield Pvt UK Ltd had raised a term loan of USD 28 million to buy back 6.44% United States Private Placement Notes of USD 25 million issued in 2007.

INFORMATION TECHNOLOGY

The Company''s Information Technology (IT) infrastructure is continuously reviewed and renewed in line with the development in technology and its requirements. During the year, the Company upgraded its servers for running ERP platform. The Company has also implemented common ERP programme across all its wholly owned operating subsidiaries.

AWARDS AND RECOGNITIONS

The Company/ its subsidiaries during the year has won many awards some of which are listed below:

- Eco Corporate of the Year Award at the prestigious Natural Capital Awards 2013.

- I.C.C. award for Water Resource Management in Chemical Industry.

- Two awards at the 53rd ABCI awards.

- Council for Fair Business Practices Awards 2013.

- Tata Chemicals Magadi wins the Millennium Development Goals Award.

- Babrala plant wins the prestigious CII - Efficient Energy Management Award.

- TCL Babrala plant wins the prestigious NSCI Suraksha Puraskar.

- Okhai store at Ahmedabad was awarded ''Alpha One Retail Renaissance Award for Best Store.

- TCL Mithapur plant wins the FICCI Chemicals and Petrochemical Award.

- Three awards at FAI Golden Jubilee Awards.

- Tata Chemicals Magadi received a prestigious HR award from Institute of Human Resource Management.

- Most Admired Knowledge Enterprise (MAKE) Award 2013.

FIXED DEPOSITS

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

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 fulfilment 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 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, 2014, the Company had 43 (direct and indirect) subsidiaries (4 in India and 39 overseas).

During the year, following changes have taken place in the subsidiary companies:

- Rallis acquired and subscribed to equity shares representing 51.02% of the paid-up equity share capital of Zero Waste Agro Organics Limited (ZWAOL).

- Dhaanya Seeds Limited merged with Metahelix Life Sciences Limited ef ective 6th March, 2014.

Subsequent to the year end, Homefield International Pvt. Ltd. (Mauritius) merged with the Company with the effective date as 29th April, 2014.

DIRECTORS

Dr. Yoginder K. Alagh retired as a Director of the Company on 14th February, 2014 in line with the retirement policy for Directors. The Board placed on record its sincere appreciation for his invaluable guidance and contribution during his tenure as the Director of the Company.

Pursuant to the provisions of Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Company had appointed Mr. Nusli N. Wadia, Mr. Nasser Munjee, Mr. E. A. Kshirsagar, Dr. Y. S. P. Thorat and Dr. Vijay Kelkar as Independent Directors of the Company.

As per Section 149 (4) of the Companies Act, 2013 (the Act), which came into effect from 1st April, 2014, every listed public company is required to have at least 1/3rd of the total number of directors as Independent Directors. The Company, in terms of the provisions of Clause 49 of the Listing Agreement entered into with the Stock Exchanges, already has one half of its Directors in the category of Independent Directors. The Board at its meeting held on 30th May, 2014, appointed the existing Independent Directors under Clause 49 viz. Mr. Nusli N Wadia, Mr. Nasser Munjee, Mr. E. A. Kshirsagar, Dr. Y. S. P. Thorat and Dr. Vijay Kelkar as Independent Directors of the Company for the tenure of appointment as mentioned in the Notice of the forthcoming Annual General Meeting pursuant to the provisions of the Act.

In the opinion of the Board, they fulfil the conditions specified in the Act and the Rules made there under for appointment as Independent Directors and are independent of the management.

Mr. R. Gopalakrishnan, Director of the Company, is due for retirement by rotation and is eligible for re-appointment.

Mr. R. Mukundan was re-appointed as Managing Director of the Company with effect from 26th November, 2013 for a period of 5 years upto 25th November, 2018, subject to the approval of Members. Mr. P. K. Ghose was re-appointed as an Executive Director & CFO of the Company with effect from 26th November, 2013 for a period upto 30th September, 2015 (date of retirement), subject to the approval of Members. The Board commends the re-appointment of Mr. R. Mukundan as the Managing Director and Mr. P. K. Ghose as the Executive Director & CFO of the Company to the Members of the Company.

The Company has received declarations from all the Independent Directors of the Company Confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges. Members are requested to refer to the Notice and Explanatory Statement for the experience, qualification and tenure of the Independent Directors.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORTS

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion and Analysis and the Corporate Governance Reports together with the Auditors'' Certificate on compliance with the conditions of Corporate Governance as laid down form part of the Annual Report.

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, 2014 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.

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 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 General Counsel & Company Secretary at the Registered Office of the Company.

AUDITORS

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, (DHS) who are the statutory auditors of the Company, hold Office till the conclusion of the ensuing Annual General Meeting (AGM) and are eligible for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed there under , it is proposed to appoint DHS as the statutory auditors of the Company from the conclusion of forthcoming AGM till the conclusion of the 78th AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

During the year, the Company had received intimation from DHS stating that Deloitte Haskins & Sells had been converted into a Limited Liability Partnership (LLP) under the provisions of the Limited Liability Partnership with effect from 20th November, 2013. In terms of General Circular No.9/2013 dated 30th April, 2013 issued by the Ministry of Corporate Affairs, if a firm of Chartered Accountants, being an Auditor of the Company under the Companies Act, 1956, is converted into an LLP, then such LLP would be deemed to be the Auditor of the Company. The Board has taken due note of this change. Accordingly, the audit of the Company for FY 2013-14 was conducted by DHS.

The Company has received letter from the statutory auditors to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for appointment.

COST AUDIT

By General Circular No. 8/2012 dated 10th May, 2012 issued by the Ministry of Corporate Affairs, Government of India, it has been made mandatory for companies to f le Cost Audit Reports from the FY 2011-12 onwards in XBRL (Extensible Business Reporting Language) format. The due date for f ling of the Cost Audit Reports for FY 2012-13 was 30th September, 2013. The Company has f led the Cost Audit Reports with the Ministry of Corporate Affairs on 27th September, 2013.

On behalf of the Board of Directors

CYRUS P. MISTRY

Chairman

Mumbai, 30th May, 2014


Mar 31, 2013

TO THE MEMBERS OF TATA CHEMICALS LIMITED

The Directors hereby present their seventy fourth Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2013:

FINANCIAL RESULTS (Rs. in crores)

Particulars Standalone Consolidated

2012-13 2011-12 2012-13 2011-12

Total Income 8,895.47 8,304.82 15,276.61 14,011.08

Profit before Depreciation and Exceptional items 1,208.72 1,122.13 2,116.78 2,044.47

Less : Depreciation 214.29 224.68 533.88 508.68

Less : Exceptional items 169.06 133.10 669.87 152.36

Profit Before Tax 825.37 764.35 913.03 1383.43

Tax 182.05 177.75 302.52 343.92

Profit After Tax 643.32 586.60 610.51 1039.51

Minority Interest - - 207.03 199.46

Share of Loss in Associates - - 3.08 2.46

Profit attributable to shareholders 643.32 586.60 400.40 837.59

Add:

Balance in Statement of Profit and Loss 2,178.99 1,943.42 3,078.33 2,666.37

Other Adjustments - 0.40 - (19.76)

Amount available for Appropriation 2,822.31 2,530.42 3,478.73 3,484.20

Appropriations -

(a) Proposed Dividend 254.76 254.76 254.76 254.76

(b) Tax on Dividend 39.70 38.01 48.50 64.50

(c) General Reserve 64.33 58.66 76.27 68.80

(d) Debenture Redemption Reserve - - 12.50 12.50

(e) Transfer to Other Reserves - - - 5.31

(f) Balance Carried forward 2,463.52 2,178.99 3,086.70 3,078.33

2,822.31 2,530.42 3,478.73 3,484.20

DIVIDEND

For the year under review, the Directors have recommended a dividend of Rs. 10 per share (Rs. 10 per share for the previous year) on the Equity Shares of the Company.

PERFORMANCE REVIEW

The net revenue from operations of the Company increased from Rs. 7,996.25 crores to Rs. 8,529.87 crores, registering a growth of 6.7% over the previous year. Profit before tax was Rs. 825.37 crores whereas the Profit after tax was at Rs. 643.32 crores, an increase of 8.0% and 9.7% respectively, over the previous year.

The consolidated net revenue from operations increased from Rs. 13,815.03 crores to Rs. 14,858.83 crores, an increase of 7.6% over the previous year. On consolidated basis, the Profit before tax was Rs. 913.03 crores whereas the Profit after tax before Minority Interest and share of Loss in Associates was at Rs. 610.51 crores, a decrease of 34% and 41.3%respectively, over the previous year. Profit attributable to the Group after deducting the minority interest and share of loss in Associate was at Rs. 400.40 crores, a decrease of 52.2% 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 comprising Fertilisers and other traded fertilisers, (3) Other Agri-inputs including Rallis India Limited''s operations and (4) Others - comprising Water Purifier, Nutritional Solutions and Pulses. Performance review of these businesses are as under:

1. INORGANIC CHEMICALS SEGMENT

1.1 INDIA OPERATIONS:

During the year, the Company''s Industrial Chemicals operation achieved sales of Rs. 1,779 crores compared to sales of Rs. 1,498 crores in the previous year.

The domestic Soda Ash market witnessed a mixed year with strong growth, greatly buoyed by increase in imports. The first half of the year witnessed a surge of imports and robust support from detergent and glass industries. However, the second half of the year saw sluggish growth with downstream sectors reeling under market overcapacity. Pricing pressure continued to prevail in the market, with macro-economic pressures due to slower growth and tightening market dynamics.

The sodium bicarbonate market demand exhibited strong growth of around 16% after a flat market demand in the previous year. Even though domestic sales remained strong, the market absorbed very high bicarbonate imports.

In order to open up new markets and explore further growth avenues, the Company has engaged in trading operations in the Inorganic Chemicals space. The existing competencies of product quality, customer-connect and wide distribution network will be leveraged for new and related product establishment.

Soda Ash

The Indian soda ash demand grew substantially by 12% over the previous year with record-level of imports. In spite of trade measures coming into force this year, around 690,000 tons, primarily from Kenya, Bulgaria, China and Turkey, entered the market. Whereas the first half of the year witnessed strong demand support, the second half was affected by market overcapacity. The Company''s production of soda ash at Mithapur during the year was 693,396 tons as against the previous year''s figure of 690,181 tons. The Company also achieved its highest ever sales in the Indian market of 691,372 tons of soda ash during the year. The Company continues to support customer specific requirements and service market growth through material sourced from its subsidiaries and growing domestic sales volume reflect this.

Apart from operational streamlining and maintenance improvement practices as part of its continuous improvement initiative using Lean Six Sigma framework, the Company looked at newer ways of partnering with customers around the themes of sustainability and growth. Focus was laid on creation of sustainable supply chain solutions by adopting bulk movement of finished goods. Initiatives around site attractiveness and employee engagement are showing positive results evidenced by reduced attrition at the site.

Sodium Bicarbonate

During the year under review, the Company achieved the highest ever production of 86,724 tons of sodium bicarbonate as compared to the previous year''s production of 80,285 tons. While this year saw record level of imports at around 20,000 tons, the Company maintained its market share of almost 50% with sales of 84,148 tons as compared to 81,381 tons in the previous year. During the year, the Company not only established the branded bicarbonate offerings in the domestic market but also forayed into exports of these products. This is in line with the Company''s strategy 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. The overall Indian sodium bicarbonate market grew by around 16% during the year as compared to flat growth in the previous year.

Cement

The Gujarat cement market grew by 7% to 19.4 million tons during FY 2012-13. During the year, the Company achieved production and sales of Ordinary Portland Cement (OPC) at 440,750 tons and 435,108 tons, respectively. In addition, it also produced 81,699 tons and sold 82,150 tons of masonry cement during the year. Exploratory work is also being evaluated for niche cement variants and down-stream products.

Consumer Products - Salt and related products

During FY 2012-13, the consumer products demonstrated strong performance by leveraging its distribution system and brand equity. During the year, sales turnover of the consumer products grew by 25% to Rs. 1,194 crores from Rs. 958 crores in the previous year.

Iodised salt production in Mithapur was 800,121 tons, up 28.6% from 621,933 tons in the previous year. Overall, branded salt sales grew by 7.7% from 868,525 tons in FY 2011-12 to 935,579 tons in FY 2012-13. Sales of Tata Salt grew by 11.4% in volume from 654,468 tons in FY 2011-12 to 728,829 tons in FY 2012-13. Tata Salt continues to be the largest distributed brand with a reach of 14.3 lacs retail outlets across India.

Sales of I-Shakti during the year was 187,686 tons. I-Shakti salt continues to meet the iodisation movement, complimenting Tata Salt. The Company''s market share of its salt portfolio has increased to 66.8% in the National Branded Salt segment, up from 64.3% in FY 2011-12. Sales of Tata Salt Lite grew by 30.5% in volume from 8,338 tons in FY 2011-12 to 10,883 tons in FY 2012-13. Sales of I-Shakti cooking soda showed an encouraging growth of 48.6% with sales of 1,908 tons during the year as compared to 1,284 tons in the previous year.

The business continues to work towards new product introduction through salt variants and development of other categories.

1.2 OVERSEAS OPERATIONS 1.2.1 Tata Chemicals North America Inc.,

Tata Chemicals North America Inc., (TCNA) achieved gross sales of USD 479 million (Rs. 2,604.64 crores) and EBITDA of USD 115 million (Rs. 625.23 crores) for the year. These were lower by 0.4% and 6.5% respectively as against the previous year.

Soda Ash sales volume during the year were 2,343,055 tons as against the previous year volume of 2,376,161 tons as a result of improved operating equipment efficiencies. Global soda ash sales prices declined during the year primarily due to lower realised sales prices into the Asian and Latin American markets due to increased competition, reduced demand in Europe and lower capacity utilisation in China.

1.2.2 Tata Chemicals Europe

Tata Chemicals Europe achieved sales turnover of GBP 186 million (Rs.1,601.73 crores), similar to the previous year. EBITDA decreased by 10% to GBP 35 million (Rs. 300.88 crores) reflecting lower soda ash sales and production volumes (which resulted in lower production efficiencies) primarily as a result of weaker soda ash market conditions and demand.

Soda Ash

Soda ash production was 734,581 tons, a decrease of 8.7% compared to the previous year reflecting weaker soda ash market conditions and demand. Production at both the soda ash facilities was adversely impacted by equipment unreliability and technical problems.

Sodium Bicarbonate

Sodium bicarbonate production was 93,952 tons, a decrease of 7.7% over the previous year was due to the weaker soda ash production volumes.

Salt

Salt (Purified Dried Vacuum) sales at 375,414 tons (down 12.1%) and associated other salt sales collectively generated an EBITDA of GBP 16.4 million (Rs. 141.01 crores) with lower domestic winter demand due to unseasonably warm weather being the principal factor for the reduced sales volume.

1.2.3 Tata Chemicals Magadi Limited

During the year, Tata Chemicals Magadi Limited (TCML) achieved a sales turnover of USD 104.3 million (Rs. 567.46 crores) as compared to USD 116.8 million (Rs. 559.95 crores) in the previous year, and posted a negative EBITDA of USD 2.03 million (Rs. 11.04 crores) as against USD 20.65 million (Rs. 99 crores) in the previous year. In the first quarter of FY 2012-13, unusually heavy rains flooded lake Magadi, severely affecting access to the raw material and ultimately affecting the soda ash production. In the second quarter of FY 2012-13, the Governments of India and Pakistan imposed an anti-dumping duty of approximately USD 20 / tons on all imported soda ash from Kenya. This action led to a delay in confirmation of orders by customers, a temporary disruption of TCML sales to these markets and a reduction in the sales price realisation. EBITDA for the year was also affected by one-time fixed costs of USD 2.4 million (Rs. 13.06 crores).

Despite the prevailing adverse conditions described above, production performance of the Premium Ash (PAM) plant stabilised and significant improvements were achieved in efficiencies for fuel and power usage. In addition, TCML continued to focus on operating effectiveness and efficiencies with initiatives such as Lean Six Sigma. Conversion to coal gasification in lieu of heavy fuel oil is on course with the primary aim to achieve long-term sustainable competitive advantage.

2. FERTILISER SEGMENT

2.1 CROP NUTRITION AND AGRI BUSINESS

Crop Nutrition and Agri business comprises of Nitrogenous Fertilisers i.e. Urea manufactured at Babrala plant and Phosphatic Fertilisers like Di-ammonium Phosphate (DAP), NPK and Single Super Phosphate (SSP) manufactured at the Haldia plant. In addition to these, the Company imports and sells Muriate of Potash (MOP) and DAP and supply other crop nutrition products like Specialty Fertilisers and organic materials. It also includes a Customised Fertiliser plant at Babrala, the first of its kind in India. During the year, the Crop Nutrition and Agri business operations of the Company achieved a turnover of Rs. 5,669 crores as against Rs. 5,641 crores in the previous year.

Urea

During the year, Babrala plant achieved a total Urea production of 1,127,421 tons, lower by 38,136 tons compared to the previous year due to the plant shut down taken for maintenance purpose during the year. The specific energy consumption level of plant improved during the year to 5.218 GCal / tons as against 5.315 GCal/tons, aided by lesser number of interruptions.

Complex Fertilisers (DAP / NPK / SSP)

During the year, Haldia plant achieved a combined production of 661,149 tons of DAP, NPKs and SSP as against the previous year''s production of 708,230 tons. The sales of DAP, NPKs and SSP were 657,123 tons as against 711,458 tons in the previous year. The reduction was due to the prolonged stockouts resulting from difficulties in finalising raw material prices when prices were falling.

Imported Products (DAP / MOP)

The financial year opened with higher than normal stocks of DAP in the domestic market. During the year, DAP saw sharp increase in farmer prices. These two factors alongwith the drought situation led to a slowdown of imports. At a country level, the DAP imports fell by 36% while complex imports fell by 90%. MOP imports were only 56% of the previous year, as there were no fresh price agreements during the year and all the arrivals were previous year''s contracts.

During the year, while the Company did not import any complex fertiliser, it sold imported DAP of 324,313 tons as against 284,773 tons in the previous year. The Potassic sale was only 38,356 tons as against 160,425 tons in the previous year. This drop was due to delayed negotiations on the price with the suppliers.

Specialty Crop Nutrients and Agri Inputs

Inspite of farmers being faced with increase in prices of basic fertilisers, the Company could manage to hold its place in this segment, driving growth in the new geographies of West and South.

Customised Fertilisers

The Company had commissioned the maiden Customised Fertiliser plant in the country in FY 2011-12. These are advanced fertilisers, customised for specific crop and region. The Company manufactures 4 grades of fertilisers - Paddy, Wheat, Potato and Sugarcane.

The sales of Customised Fertilisers during the year were 18,701 tons as against 54,173 tons in the previous year. This drop was due to sharp increase in prices caused by high input prices. The Company believes that, this being a new concept, would be promoted in a phased manner and will slowly gain acceptance.

2.2 TATA KISAN SANSAR

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 shop offering quality agricultural inputs and agri solutions such as advice on crops, application services and farming process.

The dealer and franchisee network deal with products such as Primary Nutrients (Urea, DAP, MOP, NPK etc.) and 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, TCL 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. 1,458.18 crores during the year, registering a growth of 14.4% over the previous year revenues of Rs. 1,274.87 crores. Profit before tax, on a consolidated basis, was Rs. 172.29 crores, which was 15.3% higher than the profit before tax of Rs. 149.39 crores during the previous year. EBIDTA percentage on a consolidated basis, was 14.7% for the year under review.

The domestic formulation business registered a modest growth of 8% over the previous year, due to seasonal aberrations in crops like paddy and pulses. The International Business Division also registered an increase of 8% in sales as compared to the sales during the previous year and it comprised 33% of the total revenues of the company during the year.

Rallis is also building up a significant presence in seeds through its subsidiary, Metahelix Life Sciences Limited and in plant growth nutrients, to enhance crop productivity and increase income of the farmers.

4. OTHERS

4.1 Water Purifier

The Tata Swach Silver Nanotechnology is a technological innovation which brings together traditional science and modern chemistry to address one of the biggest social challenges in the world - that of making safe water accessible and affordable for millions. Tata Swach range of household water purifiers had a promising run in FY 2012-13 with the launch of a new variant in the offline segment. The business has focused on strengthening its reach across the country through alternate channels and public-private partnerships.

4.2 Pulses

In FY 2012-13, leveraging on its extensive distribution network, Tata I-Shakti Pulses grew by 26.6% in volumes over the previous year making the product available across 21 States. During the year, the Company focused on brand building activities and consumer awareness campaigns for promoting Tata I-Shakti unpolished pulses. Tata I-Shakti pulses was conferred "Emerging Brand" by the World Brand Congress and also adjudged "Product of the Year 2013" in the packaged food category. In its endeavour to launch value-added products, the Company has launched Tata I-Shakti - 100% chana dal besan, in 8 cities.

4.3 Wellness (Nutritional Solutions)

The Company has forayed into Nutritional Solutions business and its new plant is being set up near Chennai and will commence trials during FY 2013-14. The facility is being designed to produce 300 tons p.a. that can be scaled up to 1000 tons p.a.

The first set of products will include soluble fibres (short chain oligosaccharides such as Fructo-Oligosaccharide (FOS)) to promote gut health. These will be produced using unique and patented biotechnology processes that were developed at the Innovation Centre. Such dietary fibres also known as Prebiotics, provide a range of health benefits such as lowering the Glycaemic Index (GI) and reducing total calories when incorporated in food formulations. The targeted major customer segments would be food, feed and pharma companies.

5. JOINT VENTURES AND ASSOCIATES

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 Company procures 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 was 326,501 tons as against 329,173 tons of the previous year. The lower production was on account of lower product demand, shutdown of the plant for 2 months during the first quarter of the FY 2012-13 and also from 22nd March, 2013 due to adverse market conditions. The plant resumed operations in the first week of May, 2013.

5.2 JOil (Singapore) Pte. Limited (JOil)

JOil, a Jatropha plant science 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 acquired a tissue culture facility in Indonesia. 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.

JOil achieved an income of S$ 1.15 million in 2012-13 as compared to S$ 1.40 million in 2011-12. The net loss for FY 2012-13 was S$ 7.08 million as compared to S$ 10.04 million in FY 2011-12.

5.3 Natronx Technologies LLC

Natronx, which is an equal stake (33.33%) joint venture between Tata Chemicals (Soda Ash) Partners, U.S.A., FMC Corporation, U.S.A. and Church & Dwight Co. Inc., U.S.A., is in the final stages of construction of a 450,000 tons per year ground trona operation. Natronx will produce a very small particle size, high assay sodium based sorbent that will be primarily used by coal fired electrical utilities to reduce acid gases in their air emissions. As a result of slowdown in US economy and job growth during the year 2012, a US election year, a number of government agencies including the US Environmental Protection Agency and various state regulatory offices revised the start dates for certain air emission regulations, including the Cross State Air Pollution Rule, which has delayed the expected demand growth for dry sorbent injection by an estimated 18-24 months, thus negatively impacting Natronx sales demand and production timetable.

5.4 Khet-Se Agriproduce India Private Limited

Khet-Se Agriproduce India Private Limited (Khet-Se) was a joint venture between the Company and Total Produce Ireland Limited, one of Europe''s largest fresh produce providers.

Khet-Se operations were suspended in September 2011 in view of the unviable business proposition, market conditions, mounting losses and the company''s financial position. During the year, the Company divested its entire 50% shareholding in Khet-Se.

5.5 EPM Mining Ventures Inc.

The Company through its overseas subsidiaries owns a 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 Sulphate of Potash (SOP - fertiliser) and other beneficial minerals using an environment-friendly solar evaporation process.

REORGANISATION OF GLOBAL CHEMICALS BUSINESS

During the year, the Company had completed its global reorganisation initiative. Through this, the offshore chemical entities which included Tata Chemicals Europe, Tata Chemicals Magadi and Tata Chemicals North America were brought under a single holding company viz. Tata Chemicals International Pte Limited, Singapore (TCIP) through the existing step-down subsidiaries. TCIP has been granted International Head Quarter status by the Economic Development Board, Singapore.

With a view to reduce the number of intermediate holding companies, the Board of Directors of the Company at its meeting held on 8th February, 2013 has approved the amalgamation of its wholly owned subsidiary Homefield International Pvt. Ltd, Mauritius with the Company. In this regard, the Company has filed necessary applications with the Securities and Exchange Board of India and the Stock exchanges.

FINANCE

The repayment of the External Commercial Borrowing of USD 475 million, raised in March 2008 commenced during the current financial year. The first two instalments of USD 95 million each aggregating to USD 190 million were repaid on due dates.

Continued delay in disbursement of fertiliser subsidies resulted in an increase in the overall working capital. The increase in working capital has been funded through working capital facilities including buyers'' credit. The outstanding balance of buyers'' credit as on 31st March, 2013 was USD 220.34 million (Rs. 1,196.10 crores). Further, pursuant to the Special Banking Arrangement made by The Department of Fertilisers, Government of India, the Company had availed a loan against subsidy receivables of Rs. 179.63 crores from the State Bank of India consortium during the month of March, 2013.

Despite the significant increase in working capital loans, the Company was able to contain the increase in interest costs as a result of better cash management and reduced cost of borrowing, which resulted in a marginal savings in interest cost of 3% (Rs. 6.94 crores).

Post completion of reorganisation of its global holding structure, the Company''s subsidiary, TCIP (holding company for overseas chemicals business) raised a debt of USD 200 million to discharge its liabilities towards the acquisition of the interest in the downstream overseas subsidiaries. The drawdown of the loan was made in two tranches of USD 100 million each during the months of December, 2012 and January, 2013, respectively.

During the year, Rallis India Limited, a subsidiary of the Company, has paid dividend of Rs. 21.42 crores to the Company. Further, Tata Chemicals North America Inc., a step-down subsidiary of the Company, has paid a dividend of USD 30 million (Rs. 163.22 crores); which had been utilised to repay loans taken for financing the acquisition of EPM Mining Ventures Inc. and to make investments in Tata Chemicals Europe Limited. The Company''s step-down subsidiary, Tata Chemicals South Africa Pty Limited has paid a dividend of USD 0.37 million (Rs. 2.06 crores) during the year.

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 are 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 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 seeking such information at any point of time and are also available for inspection by any member of the Company at the Registered Office of the Company. The Annual Accounts of the said Subsidiaries will also be available for inspection, as above, at the Registered Offices of the respective subsidiary companies.

As on 31st March, 2013, the Company had 43 (direct and indirect) subsidiaries (5 in India and 38 overseas).

During the year, following changes have taken place in the subsidiary companies:

- Wyoming- 1 Mauritius Pvt. Ltd. ceased to be a subsidiary of the Company with effect from 23rd May, 2012 pursuant to the merger with the Company.

- Rallis has subscribed and acquired to equity shares representing 22.81% of the paid-up equity share capital of Zero Waste Agro Organics Private Limited (ZWAOPL). Further, Rallis by virtue of the rights granted under the Shareholders Agreement dated 23rd April, 2012 appointed majority of Directors on ZWAOPL''s Board and as a result of which ZWAOPL has become a subsidiary of Rallis with effect from 18th October, 2012.

- Broomco (4118) Limited, Broomco (4119) Limited and Broomco (4120) Limited, UK based subsidiaries were dissolved as on 7th August, 2012.

DIRECTORS

Mr. Ratan N. Tata has retired as the Chairman and Director of the Company on 28th December, 2012 in line with the Retirement Policy for Directors. Mr. Tata, through his global vision, bold and strategic leadership and commitment to the Company, transformed the Company from being a domestic soda ash company to a well-diversified company with global footprint. The Board placed on record its sincere appreciation for his invaluable guidance and contribution during his tenure as the Chairman and Director of the Company.

The Board, while taking into consideration Mr. Tata''s invaluable contribution and great service to the Company, honoured him by conferring the title of Chairman Emeritus.

The Board has appointed Mr. Cyrus P. Mistry as the Chairman of the Board with effect from 28th December, 2012.

Mr. Prasad R. Menon, Mr. Nasser Munjee and Dr. Y. S. P. Thorat, Directors of the Company, are due for retirement by rotation and are eligible for re-appointment.

MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT

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 infrastructure is continuously reviewed and renewed in line with the developments in technology and its requirements. During the year, the Company upgraded its servers for running the ERP platform. The Company has also implemented a common ERP programme across all its wholly owned operating subsidiaries.

AWARDS AND RECOGNITIONS

The Company during the year has won many awards some of which are listed below:

Corporate Sustainability and Safety Health & Environment

- Prestigious FE-EVI Green Business Leaders Award 2012

- FICCI Water Awards 2012

- CNBC Asia''s India CSR Award

- Awarded ''Sustainability Plus''- the world''s first corporate sustainability label by CII

- CII - ITC Sustainability Award

- Recognised in the Carbon Disclosure Leadership Index in Carbon Disclosure Project in 2012 Communications

- 5 Awards at the Annual ABCI Awards Product

- CII Design Excellence Award 2012 for Tata Swach

- Tata I Shakti Pulses voted as the Product of the Year 2012.

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 2013-14. 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 a certificate of their eligibility for the appointment.

COST AUDITORS

M/s. N. I. Mehta & Co. and M/s. Ramanath Iyer & Co., Cost Accountants, were appointed as the Cost Auditors for the Financial Year 2012-13.

By General Circular No. 8/2012 dated 10th May, 2012 issued by the Ministry of Corporate Affairs, Government of India, it has been made mandatory for companies to file Cost Audit Reports from the Financial Year 2011-12 onwards in XBRL (Extensible Business Reporting Language) format. The due date for filing of the Cost Audit Reports for FY 2011-12 was 28th February, 2013. The Company has filed the Cost Audit Reports with the Ministry of Corporate Affairs on 30th January, 2013.

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, 2013 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. The 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

CYRUS P. MISTRY

Chairman

Mumbai, 27th May, 2013


Mar 31, 2012

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


Mar 31, 2011

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


Mar 31, 2010

The Directors hereby present their seventy first Annual Report together with the Audited Statement of Accounts for the year ended March 31, 2010:

FINANCIAL RESULTS

Rupees in crores

Particulars Standalone Consolidated

2009-10 2008-09 2009-10 2008-09

Total Income....... 5669.47 8525.55 9712.60 12832.61

Profit before Depreciation, Impairment & Exceptional items... 883.60 883.78 1613.07 1551.49

Less : Depreciation and Impairment........ 187.19 131.19 481.68 541.86

(Add)/ Less : Exceptional items...... 108.28 92.32 198.49 92.31

Profit before tax...... 588.13 660.27 932.90 917.32

Tax ................. 153.35 208.22 209.32 157.51

Profit after tax....... 434.78 452.05 723.58 759.81

Minority Interest...... - - 131.14 111.71

Share of Profit in Associates............. - - 13.47 -

Profit Attributable to shareholders........... 434.78 452.05 605.91 648.10

Add:

Balance in Profit and Loss Account........... 1733.32 1574.10 2081.15 1728.46

Amount available for Appropriation.......... 2168.10 2026.15 2687.06 2376.56

Appropriations -

(a) Proposed Dividend... 218.93 211.65 218.93 211.65

(b) Tax on Dividend..... 36.36 35.97 37.11 35.97

(c) General Reserve.... 43.48 45.21 53.58 45.21

(d) Legal Reserve...... - - 2.48 2.58

(e) Balance Carried forward.................1869.33 1733.32 2374.96 2081.15

2168.10 2026.15 2687.06 2376.56

Exceptional items include notional exchange loss/ (gain) on restatement of long term borrowings and restructuring cost of overseas operations.

DIVIDEND

For the year under review, the Directors have recommended a dividend of Rs.9.00 per share (Rs. 9.00 per share for the previous year), on the Equity shares of the Company, aggregating to Rs. 255.29 crores (including Dividend Tax).

PERFORMANCE REVIEW

The year 2009-10 was a very challenging year for the Company, in view of the overall economic downturn during the year. The Project ADAPT (Action for Downturn Alleviation for Profit in Turbulent Times) initiated by the Company with objectives of conserving cash, EBITDA improvement and meeting debt covenants was highly successful and delivered its objectives.

Tata Chemicals Limited’s (TCL or the Company) operation is organized under two segments i.e. Inorganic Chemicals and Fertilisers. Industrial Chemicals and Consumer Products are part of Inorganic Chemicals segment. Crop Nutrition and Agri-Business are part of Fertiliser Segment. Performance review of these businesses is as under:

1. INORGANIC CHEMICALS SEGMENT

1.1 INDUSTRIAL CHEMICALS

1.1.1 INDIA OPERATIONS:

During the year, Industrial Chemicals in India achieved sales of Rs.1,307.95 crores compared to sales of Rs. 1,538.13 crores in the previous year. The year witnessed a drop of 12% in Gross Sales Realisation (GSR) of Soda Ash (GSR in current year Rs. 13,690/ MT compared to previous year Rs. 15,548/MT), due to downward price revisions caused mainly by Chinese imports. Despite the severe challenges on the global economic front, demand for soda ash grew at a robust 8% in India. Significant dumping of soda ash from China compelled the industry association to seek Government intervention as a result of which safeguard duty was imposed on imports from China. Sodium bicarbonate continued to experience robust demand and the year ended with record sales being achieved by TCL.

Soda Ash

Healthy growth of soda ash industry in FY2009-10 was driven by double digit growth of the detergent segment which is the predominant sector that uses soda ash in India. During the second half of the year, pipeline inventories in the glass industry were liquidated and demand began to pick up. The sector sent out mixed signals regarding future prospects; however, overall sentiment leaned towards positive.

While both prices and raw materials costs declined during the year, on balance, the soda ash industry had to reduce its prices more than the price corrections in their raw materials. We expect this situation to continue going forward, at least in the near term.

The Company’s domestic production of soda ash for the year under review at 695,721 MT was marginally higher compared to the previous year. The Company achieved sales of 675,481 MT of soda ash during the year, which was 0.76% higher than the previous year.

Sodium Bicarbonate

During the year, the Company achieved the highest ever Sodium Bicarbonate production of 71,804 MT which was 13% higher than in the previous year. Sales at 71,071 MT were 11% higher than the previous year for a product which till now has been relatively insulated from the slowdown. In Financial Year 2010-11, TCL launched its Alkakarb®, branded bicarbonate in the Indian market, aimed at animal feed application. Over a period of time, as the domestic market matures and grows, the Company will introduce all the other brands in its portfolio in India produced in its state-of-the-art plant in the UK.

Cement

TCLs’ 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 cement unit concentrated on establishing masonry cement in the local market in Gujarat. TCL is the only producer of masonry cement in India. Masonry cement is used for preparing bricklaying mortars used in home construction. Masonry cement production will enable the Company to convert its fly ash (generated in the power plant) into a useful building material. Production and sales of cement, including masonry cement, during the year is 453,901 MT and 448,685 MT respectively, as against 405,325 MT and 390,340 MT in the previous year.

1.1.2 OVERSEAS OPERATIONS

1.1.2.1 General Chemicals Industrial Products Inc., USA. (GCIP)

During the year, GCIP achieved gross sales of USD 371 million (Rs.1,759.55 crores). Despite the recession in the US and Canada, volumes and pricing to these markets were only down slightly at 1.62% and1.80%, respectively, compared to past year. Export volumes started the year at approximately half of historic levels due to the global economic recession and attempts by Chinese suppliers to increase market share. During the year, GCIP took advantage of its low global delivered cost position to recapture lost volume in all markets. As the global economy improved in the second half of the year, GCIP was well positioned to capture the increased export demand, thus returning to its pre-recession operating rate.

GCIP volumes during the year totaled 2,181,990 MT, 1.62% lower than the previous year total of 2,218,084 MT. Prices fell through the year but began to recover in spot markets, such as Asia, starting in the fourth quarter of the year.

1.1.2.2 Brunner Mond - Europe

Brunner Mond Europe achieved sales turnover of GBP 177.81million (Rs. 1,343.47 crores) registering a decline of 6.2% over the previous year. However, there is an increase in EBITDA by 13.3% as compared to previous year to a record GBP 24.76 million. This was achieved by better value management, reducing our costs with the closure of Delfzijl Plant and containment of fixed costs in the UK.

Soda Ash

Soda ash production in UK at 825,000 MT was 9% below the prior year record production level. This was largely due to accommodating the Delfzijl operation as negotiations for closure were carried out and in addition due to lack of demand. The significant price increases achieved in Europe during 2008-09 were reversed to a large extent in mainland Europe but only unwound a little in the UK during the past twelve months. Prices are lower going into 2010 -11 on the back of increased competition.

Sodium Bicarbonate

UK bicarbonate production was 85,700 MT from the two UK factories. This represented an increase in UK bicarbonate manufacture of 13% as a new plant was brought into operation during the year. Sales were also a record at just over 90,000 MT. The closure of Delfzijl shifted all demand onto the UK plants. Price and demand for sodium bicarbonate continues to demonstrate resilience with growing demand and increasing prices in a difficult environment.

1.1.2.3 Magadi Soda Company, Kenya.

The impact of the global economic downturn coupled with severe competition in its export markets resulted in total sales value dropping by 30 % from USD 130.9 million (Rs. 602.33 crores) to USD 91.81 million (Rs. 435 crores). This resulted in a lower EBITDA of USD 14.45 million largely due to lower sales revenue, high production costs and high depreciation costs associated with the new Premium Ash Plant (PAM). Similarly profit after tax also dropped from USD 0.56 million (Rs. 2.58 crores) to negative USD 9.64 million (Rs.- 45.72 crores).

Although the combined sales of both Standard Ash (SAM) and Premium Ash (PAM) declined only marginally by 1.5% from 463,000 MT to 456,000 MT, the major adverse impact on the performance of the Company was caused by significant reduction in soda ash prices in export markets due to a glut in availability of the product. This situation prevailed mainly in the first 3 quarters of the year. Profitability of the Company was greatly affected as a result of high fuel and electricity costs, further exacerbated by poor PAM plant utilization.

Going forward however, the Company is very focused on cost reduction and cash conservation measures as well as raising prices and volume of its products in the export markets.

1.2 CONSUMER PRODUCTS:

1.2.1 Salt and Related Products

Consumer Products demonstrated robust performance during the year 2009-10 by leveraging its distribution system and strong brand equity.

Iodized Salt production in Mithapur reached its highest ever level of 592,376 MT in 2009-10, up by 12% from 534,452 MT in 2008-09.

Overall sales grew by 13.35% from 664,523 MT in 2008-09 to 753,255 MT in 2009-10. Tata Salt grew by 10.90% in volumes from 490,025 MT in 2008-09 to 543,441 MT in 2009-10. I-Shakti registered a volume growth of 24.30% from 151,205 MT in 2008-09 to 187,949 MT in 2009-10. Amongst the major brands, I- Shakti has now become the most distributed brand after Tata Salt with a reach of 4.56 lacs retail outlets. The Company’s market share of its salt portfolio has increased to 59% in the National Branded Salt segment, up from 57% in 2008-09.

I-Shakti Cooking soda sales showed an encouraging growth of 61.68% with sales of 623 MT in 2009-10 as compared to 385 MT in 2008-09.

Sales turnover of the business grew by 23.62% from Rs. 525.17 crores in 2008-09 to Rs. 649.22 crores in 2009-10.

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.

1.2.2 Water Purifier Business

With an objective to reduce the incidence of water borne diseases by making safe drinking water accessible to all, the Company during the year launched a nanotech water purifier which uses natural materials and cutting edge nanotechnology under the brand name “Tata Swach”. The key component of the Tata Swach water purifier is its cartridge, the Tata Swach Bulb. This bulb runs on its unique patented TSRF technology, around which 14 patents have been filed so far.

The product has been launched in Maharashtra and Karnataka. Initial consumer feedback suggests Tata Swach has been adopted mostly by non-users, those who couldn’t afford water purifiers earlier mainly due to affordability reasons. Despite being a lean season for water purifiers, the product has managed to grow the market and clocked significant volumes within 3 months.

2. FERTILISER SEGMENT

TCL’s presence in Fertiliser Sector comprises of three business units - Crop Nutrition (manufacturer & marketer of crop nutrients), Agri-business through the Tata Kisan Sansar retail network (one stop farm centers offering quality agricultural inputs and agri solutions) and a joint venture in Morocco for manufacture of Phosphoric Acid.

2.1 CROP NUTRITION

Crop Nutrition comprises of sales of Urea, DAP, NPK, SSP manufactured at the Company’s Babrala and Haldia plants. Additionally, the Company imports and sells MOP and DAP and supplies other crop nutrition products like Specialty Fertilizers and organic materials. The Crop Nutrition and Agribusiness operations of the Company achieved a turnover of Rs. 3,543.68 crores during FY 2009-10.

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 business environment was further shored up with an announcement by the Government of India of policy shift away from product based subsidy to a nutrient based one effective from April 2010. The Nutrient Based Subsidy scheme is aimed at improving agricultural productivity, encouraging balanced use of fertilizers and enhancing customization to suit crop and soil requirements. The business expanded its area of operations to new domestic geographies like J & K and Maharashtra through its specialty fertilizer range of products.

In order to improve liquidity the business focused on conserving cash through operational initiative was launched across the length of the Business. The entire sale of bulk fertilizers was done on cash & carry basis with no discounts and the business also concentrated on improving internal efficiencies to further improve the cash flow with regard to submission and realization of subsidy claims.

Urea

At Babrala, post debottlenecking, the plant achieved the highest annual Urea production of 1,231,211 MT, higher by 210,520 MT compared to previous year, including 240,000 MT of neem coated Urea which was 21% higher than the previous year. TCL urea sales registered a growth of 15% in 2009-10. This helped the Company to increase the Urea market from 4% (previous year) to 5% in this year. The plant also achieved highest ever accident free Million Man hours of 11.46.The plant reduced its energy consumption level to 5.17 GCal/MT against 5.33 GCal/MT of the previous year.

DAP / NPK / SSP

The Haldia plant achieved a combined production of 675,996 MT of DAP, NPKs and SSP during the year 2009-10 against last year’s production of 691,848 MT. The sales of DAP, NPKs and SSP were 704,036 MT against 705,217 MT last year. Sales of phosphatic fertilizer were fractionally lower by 0.16% than the previous year. Haldia site was awarded 4 Star rating (Score of 89%) by British Safety Council. Operations at Haldia were adversely affected by political turmoil in the industrial belt for the past 8 months. At the site there was strike for 34 days in the months of Feb-Mar 2010 due to contract labor unrest.

Imported Products (DAP / MOP)

India augments its domestic requirements by importing more than 25% of its requirement of finished fertiliser. In order to fulfill the requirements of key fertilizers for its customers, the Company also imported 248,722 MT which was 47% less than the previous year. This reduction in imports was prima facie due to delay by the Government of India in fixing the price of MOP and lack of clarity on subsidy. The Company was cautious in its approach in importing during the year.

Specialty Crop Nutrients and Micro-Nutrients

With the focus on expanding the Company’s engagement with the Indian farmer, the Company continued to expand its offerings to include in addition to its range of specialty fertilizers of Calcium Nitrate, Zinc Sulphate, Bentonite Sulphur etc, new products like Boron foliar application, Zinc EDTA and Sulphate of Potash. Sales of specialty products grew by 56% to Rs. 125 crores in the year 2009-10. The Company’s extensive network of dealers and retailers helped it achieve record sales. The Tata Paras brand continues to enjoy a very high farmer loyalty.

2.2 TATA KISAN SANSAR (TKS)

Tata Kisan Sansar is a service offering from the Company of agri-inputs and service solutions focused on improving farm income. The Company is evolving this into a partnership model that co-creates value with farmers. TKS outlets offer a variety of services and have become a trusted interface, providing a variety of farming solutions, such as advice on crops, information on weather and market prices, application services and farming practices, contract farming arrangements and market linkages for agricultural produce. Over 673 TKS outlets are operational in seven states in the Northern and Eastern regions of the country. 2009-10 has been a period of consolidation for the network, stabilizing the supply chain while significantly improving the value offered through and also improving the look of branded TKS outlets. The sales of Value Added Offerings (VAO) through the TKS grew to Rs. 122 crores which was 21% higher than previous year.

Several offerings from other Tata Group Companies viz. Rallis, Tata Steel and Tata Agrico are now made available through TKS outlets strengthening the TATA Brand presence in rural India. At the same time, this interface has improved engagement with end users and augmented our knowledge and understanding of the business. Deep insights into the issues and problems of rural India would be extremely helpful in charting out strategies for the future. This business achieved a turnover of Rs. 212 crores in 2009-10.

2.3 INDO MAROC PHOSPHORE S.A. (IMACID)

The Company holds 1/3rd shareholding in a joint venture in IMACID, a Morocco based company towards the objective of securitization of Phosphoric acid supply.

Overall performance of IMACID plant operation was satisfactory in the period April-2009 to March-2010. The cumulative production of Phosphoric acid in this period was 416,947 MT against 277,913 MT of the previous year. Comprehensive jobs have been planned out in the forthcoming plant turnaround in third quarter of 2010-11 to remove key weaknesses in the plant by replacing plant and machinery which have come to the end of their useful life or those equipments which are underperforming.

3. OTHERS (RALLIS INDIA LIMITED)

During the year Company has acquired 5,362,923 shares of Rallis India Limited (Rallis). By virtue of such acquisition, the shareholding of the Company in Rallis has gone up to 50.06% and thereby making Rallis as its subsidiary with effect from 9th November, 2009.

Rallis posted a sales turnover of Rs. 937 crores during the year registering a growth of 3% over the previous year figure of Rs. 911 crores. Profit before tax was higher by 42% at Rs. 153 crores with the highest ever net profit of Rs. 101.5 crores which is 41% growth over last year.

4. NEW BUSINESSES

4.1 KHET-SE AGRIPRODUCE INDIA PRIVATE LIMITED - Fresh Produce business

In January 2007, Khet-Se Agriproduce India Private Limited, (Khet-se) a 50:50 joint-venture (JV) between TCL and Total Produce, Ireland, one of Europe’s largest fresh produce providers, was formed. This JV was formed with the objective of bridging the gap between producer and end consumer in fresh produce business, significantly increase efficiencies, improve shelf-life and reduce product loss in the supply chain.

Operations of Khet-Se began in May 2008 with the launch of its first state-of-the-art procurement and distribution facility for fresh fruits and vegetables at Malerkotla, Punjab.

During the year Khet-se achieved a total distribution of 4077MT against 3660 MT of fresh produce valued at Rs. 7.17 crores against last year Rs. 3.70 crores. The year 2009-10 has been a positive and fruitful for Khet-Se in many areas, especially in development of sourcing expertise, creating a Banana brand and building exports experience for Grapes.

4.2. BIOFUELS

As a part of its Biofuel 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 is now setting up second generation Biofuel Research and Development facilities in co-ordination with renowned Scientific bodies and universities.

SUBSIDIARIES & JOINT VENTURES

Ministry of Corporate Affairs, Government of India has granted approval that the requirement to attach various documents in respect of subsidiary companies, as set out in sub-section (1) of Section 212 of the Companies Act, 1956, shall not apply to the Company. 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, as required by the said approval, 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.

The Company has increased its shareholding in Rallis India Limited to 50.06% during the year thereby making Rallis as its subsidiary with effect from 9th November, 2009.

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.

Subsidiaries:

The consolidated financial results reflect the operations of following subsidiaries:

Brunner Mond Group Limited (BMGL), Homefield Pvt. UK Limited, the UK SPV, and its holding company, Homefield International Pvt. Limited, Mauritius.

Valley Holding Inc., US, the holding company for General Chemical 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.

Bio Energy Venture-1( Mauritius) Pvt. Limited, its 100% subsidiaries Bio Energy Venture-2 ( Mauritius) Pvt. Limited and Tata Chemicals Asia Pacific Pte. Limited.

Rallis India Limited

Joint Ventures:

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 Ltd., and OCP, Morocco, who are the world’s 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 details of the operations are dealt with in detail, elsewhere in this report.

Khet-se Agriproduce India Private Limited, (Khetse)

Khetse, a 50 : 50 Joint Venture between the Company and Total Produce, PLC , Ireland, has been set up for the business of sourcing and distribution of fresh fruits and vegetables. The details of the operations are dealt with in detail, elsewhere in this report.

JOil (Singapore) Pte. Ltd. (JOil),

JOil, a Jatropha seedling company based in Singapore in which the Company holds 33.78% stake. JOil has been set up by the Temasek Life Sciences Laboratory Ltd. (TLL), Temasek Life Sciences Ventures Pte. Ltd. (a subsidiary of Temasek Holdings) and other investors in Singapore. JOil will set up tissue culture labs in various locations, and market Jatropha seedlings produced by using the micro-propagation technology developed by TLL. 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.

The consolidated financial results reflect the operations of:

IMACID, to the extent of the Company’s 1/3 rd share in the Joint-Venture,

Khet-se Agriproduce India Private Ltd. to the extent of the Company’s 50% share in the Joint-Venture.

JOil (Singapore) Pte. Ltd. to the extent of 33.78% share in the Joint-Venture.

Alcad to the extent of 50% share in the Joint-Venture.

Kemex B. V to extent of 49.99% share in the Joint-Venture.

FINANCE

During the year, the Company raised Unsecured Debentures for general corporate purpose with bullet repayment at the end of 10 years of Rs. 250 crores and repayments at the end of 2 years of Rs. 150 crores. The Company has also raised an Unsecured Loan (Loan against FCNR- (B) ) of $ 25 million with bullet repayments at the end of 2 years.

During the year the Company and its stepdown UK subsidiary, Homefield Pvt UK Ltd have prepaid a part of the USPP notes of USD 50 million and consequently Homefield Pvt UK Ltd has raised a loan of USD 44 million which was backed by a Corporate Guarantee from Tata Chemicals Ltd.

The Foreign Currency Convertible Bonds (FCCB), issued in January 2005 amounting to USD 150 million, were converted to the extent of USD 42.756 million (previous year USD 6.2 million) during the year out of the total outstanding of USD 43.91 million. The balance of USD 1.15 million was paid on due date of 1st February, 2010.

During the year the balance of Fertilizer bonds of Face Value of Rs. 502.79 crores were sold realising a gain of Rs. 6.37 crores over the marked to market value of last year.

DIRECTORS

Dr. Y.S. P Thorat has been appointed as an Additional Director on the Board with effect from January 8, 2010. He holds a Doctorate in Economics and degrees in Political Science and Law and served Reserve Bank of India since 1972 to 2003 at various capacities including as Executive Director. He has also served NABARD as Managing Director from 2004 and appointed as the Chairman of NABARD in 2006 and served until November 2007. In accordance with the provisions of the Companies Act, 1956, resolution seeking approval of the members for his appointment has been incorporated in the Notice of the ensuing Annual General Meeting and the Explanatory Statement thereto.

During the year, Mr. Arun Nath Maira ceased to be a Director with effect from July 22, 2009 in view of his appointment on the Planning Commission. The Board wishes to place on record its appreciation for his valuable contribution during his association with the Company.

Mr. Ratan N. Tata, Mr. Nusli N. Wadia, Mr. Prasad R. Menon , 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, 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

During the year 2009-10 the Company conducted a Value Engineering exercise with SAP as our partner. This exercise was conducted across the Company to prepare a three year IT Road map as well as leverage the existing investments in SAP ECC 6.0. The Company launched a project to unify IT platform across TCL and its subsidiaries to exploit the advantages offered by a unified IT platform in our improving overall effectiveness and efficiency.

AWARDS AND RECOGNITIONS

The Company during the year have won many awards some of which are listed below: >- RC 14001- 2005 certification for Urea Business.

>- TATA SALT ‘Most Trusted Food Brand ‘ in Brand Equity Economic Times Survey 2009.

>- Bombay Chamber Civic Awards 2008 09 for Sustainable Environmental Initiatives.

>- Bombay Chamber ‘Good Corporate Citizen Award 2008-09.

>- ICIS Innovation award 2009 for “Best Innovation in Corporate and Social Responsibility”:

>- FAI Awards for overall performance of an operating Fertiliser Unit for SSP.

>- Environmental Protection Award in the SSP fertilizer plants category.

>- CII-ITC Sustainability Award.

>- Tata Salt Superbrand Award.

>- Gujarat Safety Council Award for TCL,Mithapur.

>- 14 National Awards for excellence in Business Communications at PRCI,ABCI, IDMA,ABBY’S.

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 and M/S. N. M. Raiji & Co., Chartered Accountants, retire at the ensuing Annual General Meeting.

M/S. N. M. Raiji & Co., Chartered Accountants, have informed the Company that they are not offering for re-appointment as the Auditors of the Company. Therefore, it is proposed that the statutory audit of the Company commencing from Financial Year 1st April, 2010 be conducted by M/s. Deloitte Haskins & Sells, Chartered Accountants.

M/s. Deloitte Haskins & Sells, Chartered Accountants, being eligible, offer themselves for reappointment. It is proposed to re-appoint them as Statutory Auditors of the Company for the year 2010-11. The members are requested to consider their appointment and authorize the Board of Directors to fix their remuneration. M/s. Deloitte Haskins & Sells, Chartered Accountants, have, under Section 224(1B) and Section 226 of the Companies Act, 1956, furnished certificates 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 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 at the end of the financial year viz., March 31, 2010 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 the 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

Chairman Mumbai Date: May 24, 2010

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