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Coromandel International Ltd - Directors' Report

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Code: 506395
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Code: COROMANDEL
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COROMANDEL INTERNATIONAL LIMITED

ANNUAL REPORT 2011-2012

DIRECTOR`S REPORT

The  Board of Directors have pleasure in presenting the highlights  of  the 
performance  of  your Company together with the Audited  Accounts  for  the 
Financial Year ended March 31, 2012.

SUMMARY OF FINANCIAL RESULTS:

                                                              Rs. in crore
                                                  2011-2012      2010-2011

Income:
From Operations                                       9,823          7,639

Other                                                   117             80
TOTAL                                                 9,940          7,719 
Profit:
Profit before Interest,
Depreciation and Taxation                             1,178          1,136
Less: Interest                                          117             86
Depreciation                                             56             62
Profit Before Exceptional Items & Tax                 1,005            988
Exceptional Item                                       (35)              -
Profit Before Tax                                       970            988
Less: Provision for Tax                                 277            294
(including deferred tax credit)

Profit After Tax                                        693            694
Add: Surplus brought forward                            318            203
Amount available for Appropriation                    1,011            897

Appropriation

- Interim Dividend
(incl. dividend tax)                                    131            131

- Proposed Final Dividend
(incl. dividend tax)                                     99             98

- Transfer to General Reserve                           300            350

- Surplus retained in the Profit and Loss Account       481            318

Operations:

The Company has shown improved performance in all its business segments and 
achieved  a higher revenue of Rs.  9,940 crore for the year ended 31  March 
2012 (2010-11 - Rs.  7,719 crore). Profit for the year before depreciation, 
interest and taxation was Rs.  1,178 crore compared to Rs.  1,136 crore  in 
the previous year. Profit after tax was Rs.  693 crore as against Rs.   694 
crore in 2010-11.

Improved operational efficiencies and appropriate sourcing strategies  have 
significantly contributed to overall improved performance inspite of  lower 
production  of  fertilisers  due to shortage of phosphoric  acid  and  high 
volatility  in  the Rupee. The fertiliser business achieved a  total  sales 
volume (including imported fertilisers) of 30.08 lakh tons as against 28.63 
lakh tons achieved in the previous year. Besides, the Company also  handled 
2.65  lakh  tons of urea against 1.98 lakh tons achieved  in  the  previous 
year.  Timely  purchase  of  input  raw  materials  and  pro-active   forex 
management coupled with faster

liquidation  of  stocks  has helped the Company  in  improving  operational 
profits.

Crop Protection business performed reasonably well during the year  despite 
a  continuing  ban imposed on Endosulfan by Hon`ble the  Supreme  Court  of 
India  at the beginning of the year and unfavourable monsoon conditions  in 
certain  States  during  Rabi season. The acquisition  of  Sabero  Organics 
Gujarat  Limited,  a  technical grade  manufacturer  has  expanded  product 
profile of crop protection business and has given greater access to  global 
markets.  Timely introduction of new technicals at Ankleshwar facility  has 
mitigated  the impact on volumes due to ban of Endosulfan.  Leveraging  the 
Retail   presence  in  Andhra  Pradesh  and  Karnataka,  the  Company   has 
significantly  improved  the  sale of  specialties  and  captive  technical 
formulations.

In  Speciality Nutrient Business, the Company has achieved sales growth  in 
Organic Compost, Gromor Sulphur and Water Soluble Fertilisers (WSF) despite 
difficult  seasonal  and market conditions. The Company continues to  be  a 
market leader in Bentonite Sulphur and registered a growth of 14% over last 
year  in  this  segment.  In  the  organic  fertilisers,  the  Company  has 
registered a growth of 33% in volumes as compared to previous year.

In Retail business, the Company has opened 200 new retail centres in Andhra 
Pradesh and Karnataka. With this expansion, the Company has 641 centres  in 
Andhra  Pradesh and Karnataka. Retail turnover has grown by 11% during  the 
year.  In retail business, the Company has decided to focus more  on  agri-
input business and exit from the life style products. The Company continues 
to  explore  Farm  Mechanisation Business as part  of  its  retail  service 
offerings to the farmers.

Subsidiary Companies:

Acquisition of Sabero Organics Gujarat Limited (Sabero)

During the year, your Company entered into a Share Purchase Agreement  with 
the erstwhile promoters of Sabero and acquired 1,42,98,112 equity shares of 
Sabero  at Rs.  160 per share and also paid a non-compete fee  of  Rs.38.47 
per share for the resident shareholders aggregating to Rs.35.53 crore.

The  Company,  also further acquired 1,05,00,000 equity  shares  of  Sabero 
through  an  Open Offer from the shareholders of Sabero at a price  of  Rs.  
160/- per share, pursuant to the approval from Securities Exchange Board of 
India  (SEBI)  for the Open Offer under SEBI  (Substantial  Acquisition  of 
Shares   and   Takeover)  Regulations,  1997.  Post  completion   of   this 
acquisition, your Company now holds 2,47,98,112 equity shares  representing 
73.23%  in the equity share capital of Sabero. The Company along  with  its 
wholly owned subsidiary (Parry Chemicals Ltd.,) holds 74.57% of the  equity 
share capital of Sabero and effective December 17, 2011 Sabero has become a 
subsidiary  of  the Company. The Consolidated results  include  results  of 
Sabero effective this date.

Sabero   manufactures   technical  grade  pesticides   with   manufacturing 
facilities  in  Sarigam, Gujarat and plans are underway for setting  up  an 
ancillary  project at Dahej, in the state of Gujarat. Sabero`s  shares  are 
listed on the National Stock Exchange and Bombay Stock Exchange.

Sabero`s  revenue from operations for the year ended March 31, 2012  wasRs. 
358.43  crore with a Net loss ofRs. 61.24 crore. The production  of  Sabero 
during the year was impacted under judicial restraint. However, the Company 
was  able to get permission for utilization of capacity up to 75%  starting 
December  2011. In view of the under utilization of the capacities,  higher 
power  and  fuel cost and certain accounting  adjustments  necessitated  on 
reconciliation  of major balances, the Company had incurred the  loss.  The 
Company   is  investing  into  comprehensive  revamping  of   Environmental 
Management System to comply with environmental standards. These investments 
are  aimed  at further compliance with environmental regulations  and  will 
also enable the Company to ramp up production and sales volumes from  2012-
13 onwards.

The  acquisition  of Sabero is part of the company`s long  term  vision  to 
consolidate  its  position as a significant player in the  crop  protection 
business  with  a combination of products  in  technical/formulation  grade 
pesticides catering to both domestic and global markets.

CFL Mauritius Limited:

The Company (a 100% subsidiary) earned a total revenue of US $ 1.22 million 
(equivalent  to  Rs.  5.76  crore) and net profit  of  US  $  0.74  million 
(equivalent  to  Rs. 3.61 crore) during the year ended December  31,  2011. 
During  the year, the Company has received dividend from Foskor  (Pty)  Ltd 
amounting to US $ 1.14 million.

Parry Chemicals Limited (PCL):

The  Company (a 100% subsidiary) earned a total revenue of Rs.  0.57  crore 
for the year ended March 31, 2012 and Profit after Tax was Rs. 0.03  crore. 
Your  Company  had during the year subscribed a sum of Rs. 9.50  crore  for 
acquiring additional 95,00,000 lakh equity shares of Rs. 10/- each of PCL.

PCL,  during the year had acquired equity 4,58,249 equity shares of  Sabero 
Organics Gujarat Limited representing 1.35% from the stock market.

Coromandel Brasil Limitada:

The Limited Liability Partnership in Brazil incurred net loss of  Brazilian 
Reals  0.56  million  (equivalent to Rs. 1.58 crore)  for  the  year  ended 
December  31,  2011.  Your  Company had during  the  year  made  a  further 
investment of Rs. 1.38 crore in this company.

Joint Venture Companies

Tunisian Indian Fertilisers Company Limited (TIFERT)

TIFERT, a joint venture Company, was formed in Tunisia in 2008, to set up a 
phosphoric  acid  plant.  The plant which was  originally  expected  to  be 
commissioned  by  the first quarter of 2011 got delayed mainly due  to  the 
political  developments  in  Tunisia last year.  With  the  restoration  of 
normalcy  in Tunisia, it is expected that this plant would be  commissioned 
by second half of 2012-13. The delay has caused cost overrun to the  extent 
of  US $ 30 million and the Board of Directors of your Company in terms  of 
the  JV  agreement had approved an additional investment of US$  5  million 
towards  its  share  by  way  of  equity/loan.  Your  Company`s   strategic 
investment  towards  15%  equity  stake in  TIFERT  is  aimed  at  securing 
uninterrupted supply of phosphoric acid for the Company`s operations.

Coromandel Getax Phosphates Pte Ltd

The  JV Company based in Singapore formed for leveraging opportunities  for 
rock phosphate mining/sourcing continued scouting for opportunities  during 
the year.

Coromandel SQM (India) Pvt Ltd.

The Joint Venture Company, formed to set up a WSF Plant at Kakinada, Andhra 
Pradesh has commenced its operations during the year. The plant is  capable 
of  producing  various grades of Water Soluble Fertilisers  and  this  will 
enhance  the product range offerings in Specialty Nutrients by the  Company 
resulting  in  overall  increase  in market share  of  Coromandel  in  this 
segment.  The Company earned a total income of Rs. 3.81 crore for the  year 
ended March 31, 2012 and Net loss was Rs.0.70 crore.

Technical Assistance Agreement with Foskor (Pty) Limited (South Africa):

The Technical Assistance Agreement with Foskor (Pty) Limited, South Africa, 
for  a period of two years ended on March 31, 2012. The  relationship  with 
Foskor continues to be beneficial to both the Companies.

Expansion Projects

Your  Company  is in the process of expanding capacities and  is  currently 
executing a third Complex granulation train at Kakinada plant. The Plant is 
expected to be completed during the financial year 2012-13. As part of this 
expansion,  your Company is also building Storage Tanks and  other  support 
facilities  to  augment infrastructure for the  expanded  capacities.  Your 
Company  is also firming up its plans for setting up a green  field  Single 
Super Phosphate plant in the state of Punjab.

Safety, Health and Environment (SHE)

Company`s focus on Safety, Health and Environment continued during the year 
under review across all locations with all manufacturing plants maintaining 
high safety standards.

All  the plants continued to make significant progress  attaining  external 
SHE  recognition,  and  have been certified with  ISO  14001  Environmental 
Management  System certification and conforms to Process Safety  Management 
System. Visakhapatnam and Kakinada plants were awarded five star rating  by 
British Safety council. Barring an unfortunate workplace fatal incident  in 
Visakhapatnam  Plant,  the  overall safety  environment  had  continued  to 
improve during the year under review.

Dividend

Your Directors recommend a Final Dividend of Rs.3/- per equity share.  With 
this  the  total  dividend for the year would be Rs.7/-  per  equity  share 
including  an  interim  dividend of Rs.4/- per equity  share  paid  to  the 
Members. The Members may recall that a Dividend of Rs.7/- per equity  share 
was paid last year.

Bonus Debentures

In order to commemorate the golden jubilee of the Company and to reward the 
Shareholders  for their continued support, the Board of Directors  approved 
issuance of one 9% Unsecured Redeemable

Non-  convertible Fully Paid Bonus Debentures of Rs.  15/- each  for  every 
equity  share  by  appropriating the General Reserve through  a  Scheme  of 
Arrangement (Scheme). The Members had approved the said Scheme for issuance 
of  unsecured  fully redeemable non convertible Bonus  Debentures  and  the 
Company had filed the petition in the Hon`ble High Court of AP seeking  its 
approval of the Scheme. The Company would complete the process of issue  of 
the Bonus Debentures upon receipt of necessary approvals.

Consolidated Financial Results

A  Consolidated  Financial Statement incorporating the  operations  of  the 
Company, its Subsidiaries and Joint Venture Companies is appended.

The  Ministry  of  Corporate  Affairs, has given  a  general  exemption  to 
Companies  from  publishing the Annual Report of its  subsidiary  Companies 
wherever  a Consolidated Statement has been appended. In view of this,  the 
Annual  Report of the Subsidiary Companies, i.e. Parry  Chemicals  Limited, 
Sabero Organics Gujarat Limited and its subsidiaries, CFL Mauritius Limited 
and Coromandel Brasil Limitada have not been annexed.

However,  the  Accounts  of  the  Subsidiary  Companies  and  the   related 
information   will  be  made  available  to  the  Members   of   Coromandel 
International Limited and its Subsidiary Companies on request and will also 
be kept for inspection in the Registered Office.

Awards/Recognition

Your  Company continues to receive numerous awards/accolades from  Industry 
associations.  During the year the Company received the  following  awards/ 
accolades:

*   Company  was  awarded  Significant Achievement  in  the  CII-EXIM  Bank 
Business Excellence Award - 2011.

*  Company was awarded Business Excellence Award by `Industrial  Economist` 
a business magazine.

*   Kakinada  Plant received FAI Award for best overall performance  of  an 
operating fertiliser unit for complex fertilisers

*   Visakhapatnam Plant received the CII`s National Water Management  Award 
for Water Efficient Unit

*  FICCI Award received for Best Brand "Godavari Gold"

Management Discussion & Analysis and Corporate Governance

The  "Management Discussion and Analysis Report" highlighting the  industry 
structure  and  developments, opportunities and  threats,  future  outlook, 
risks  and  concerns etc. is furnished separately and forms  part  of  this 
Directors` Report.

As  per the requirements of the Listing Agreement with Stock  Exchanges,  a 
report  on Corporate Governance duly audited is annexed for information  of 
the Members.

Directors

In  accordance with Article 121 of the Company`s Articles  of  Association, 
read  with  Section  255, 256 and 262 of the Companies Act, 1956,  Mr  M  K 
Tandon, Mr R A Savoor and Mr M M Venkatachalam are retiring at the  ensuing 
Annual General Meeting. 

Mr  M K Tandon and Mr R A Savoor have expressed their desire to  retire  at 
the ensuing Annual General Meeting. The board places on record its  sincere 
appreciation  of  the services rendered by both Mr M K Tandon and  Mr  R  A 
Savoor during their tenure of directorship.

Auditors

M/s  Deloitte  Haskins  & Sells, Chartered  Accountants,  Auditors  of  the 
Company retire at the conclusion of the ensuing Annual General Meeting  and 
are  eligible  for  reappointment. Members are  requested  to  appoint  the 
auditors and fix their remuneration.

Cost Auditors

In  pursuance  of  Section  233B of the Companies  Act,  1956  the  Central 
Government  has  ordered  Cost  Audit  for  Fertilisers  and   Insecticides 
products.  Accordingly,  Shri  V Kalyanaraman and Shri  Dantu  Mitra,  Cost 
Accountants, were appointed Cost Auditors to render reports to the  Central 
Government. The Report for the year 2010-11 were submitted on September 26, 
2011  (due  date  September  30, 2011) and for the  year  2011-12  will  be 
submitted on/before due date.

Disclosures

Additional information on conservation of energy, technology absorption and 
foreign  exchange earnings/outgo, as required to be disclosed in  terms  of 
Section  217(1)(e)  of  the Companies Act, 1956, read  with  the  Companies 
(Disclosure  of  Particulars in the Report of Board  of  Directors)  Rules, 
1988, is annexed hereto and forms part of this Report.

In accordance with the provisions of Section 217(2A) of the Companies  Act, 
1956,  read with Companies (Particulars of Employees) Rules, 1975  and  the 
Companies  (Particulars of Employees) Amendment Rules, 2011, the  name  and 
other particulars are set out in the annexure to the Directors` Report.

As  required by Section 217 (2AA) of the Companies (Amendment)  Act,  2000, 
Director`s  responsibility  statement is annexed hereto and forms  part  of 
this report.

The disclosures as required under clause 12 of SEBI (Employee Stock  Option 
Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are annexed  to 
this report for information of the Members.

Acknowledgement

The Directors acknowledge and would like to place on record the  commitment 
and  dedication on the part of the employees of your Company  in  achieving 
good results, all round.

The Directors also wish to acknowledge and record their appreciation of the 
continued support and assistance received by the Company from State Bank of 
India  and  other Banks, financial institutions, mutual funds, as  well  as 
from various Government bodies both at the Centre and the State.

On behalf of the Board

A Vellayan
Chairman

Place : Hyderabad 
Date  : April 23, 2012 


MANAGEMENT DISCUSSION AND ANALYSIS

1.  Economic scenario

In  2011-12,  India`s Agricultural Economy performed well with  food  grain 
production  estimated  to  touch 252.5 million  tonnes  compared  with  245 
million  tonnes  in  2010-11. Agricultural Input  Industry  performed  well 
despite  a highly volatile international raw material prices and  generally 
depreciating Indian currency besides low rainfall in the southern states.

Domestic  GDP  on the other hand continued to slide down on  a  quarter  on 
quarter  basis during the year with growth of 5.3% in Q4 versus  growth  of 
9.2% in the same period of 2010-11. After witnessing growth rate of 8.4% in 
each  of  the two preceding years, Indian economy grew by 6.5%  in  2011-12 
(2.8%  growth in agriculture and related sectors) and is estimated to  grow 
by  6.5%  in  2012-13  (3% growth  estimated  in  agriculture  and  related 
sectors).

While  the  growth has slowed down as compared with previous  years,  India 
continues  to  be  among  the  frontrunners  in  the  global  arena.   With 
agriculture  and services continuing to perform well, slow growth rate  was 
mainly attributable to weakening industrial growth. The financial crisis in 
Europe,  sluggish  growth in other industrialized countries like  the  USA, 
stagnation in Japan and hardening of international prices of crude oil  had 
impacted  industrial growth in India. Coupled with this, domestic  monetary 
policy, particularly raising the repo rate to control inflation resulted in 
slowing  down  of  investment and growth  particularly  in  the  Industrial 
sector.

Agriculture  even though shrunk in its proportion to GDP to 12.9%, it is  a 
vital sector which provides livelihood for more than 50% of the population. 
The  area  under food grains production has declined over  the  last  three 
decades. In yield parameters India is still lagging behind global levels in 
most  crops.  A holistic approach, simultaneously working  on  agricultural 
research  and  development, dissemination of technology  and  provision  of 
quality agricultural inputs like seeds, fertilisers and pesticides would be 
important  besides  making adequate investment  in  agricultural  marketing 
infrastructure and water conservation.

Indian  farmers  are  mostly  small and marginal  farmers  with  small  and 
fragmented landholdings. The average farm size in the country has  declined 
over  the  years  which  pose a challenge in  terms  of  adoption  of  farm 
mechanization.  Pooling of many landholdings may yield better economies  of 
scale  for  which  laws  for leasing land should be put  in  place.  It  is 
necessary to have comprehensive and coordinated efforts for improving  farm 
production   and   productivity   of   food   grains,   developing    rural 
infrastructure,   renewing  thrust  on  irrigation  sector,   strengthening 
marketing  infrastructure and supporting investment in R&D.  These  efforts 
will rejuvenate agricultural sector and bring about inclusive growth of the 
economy.

The  growth  and  progress of Indian agriculture  depends  largely  on  the 
progress, and precipitation through the south west monsoon. During the year 
2011-12,  the  country received 101% of the long period  average,  but  the 
numbers  of  rainy days were fewer, causing long gaps in  precipitation  or 
floods.  The initial estimates on the progress of monsoon for  2012-13  are 
varying, between a sub-normal to normal monsoon.

2. Organisation

Coromandel is a flagship Company of the Murugappa Group and is a subsidiary 
of EID Parry (India) Limited (EIDP) which holds 62.69% of the equity  share 
capital  in  the Company. The Company is engaged in the  business  of  Farm 
Inputs comprising of Fertilisers, Crop protection, Speciality Nutrients and 
Organic  compost. The Company is also engaged in rural retail  business  in 
the  States of Andhra Pradesh and Karnataka through a chain of  641  retail 
centres  set  up  in  various parts of these  States.  The  Company  has  8 
manufacturing facilities located in Andhra Pradesh, Tamil Nadu, Gujarat and 
Jammu  & Kashmir. The Company`s products are marketed all over the  country 
through an extensive network of dealers and its own retail centres.  During 
the  year,  the Company, along with its wholly owned  subsidiary,  acquired 
74.57% stake in Sabero Organics Gujarat Limited, a crop protection  company 
which has exposure in all three segments i.e. Fungicides, Insecticides  and 
Herbicides  in crop protection business. Sabero has manufacturing  facility 
at Sarigam and another formulation plant is being set up in Dahej.

The  Company has following subsidiaries and joint ventures for its  various 
business initiatives.

*  Sabero Organics Gujarat Limited, India

*  Sabero Organics America Ltda, Brazil

*  Sabero Australia Pty Ltd, Australia

*  Sabero Europe BV

*  Sabero Argentina S.A., Argentina

*  Parry Chemicals Limited, India

*  CFL Mauritius Limited, Mauritius

*  Coromandel Brasil Limitada, Brazil

*  Coromandel Getax Phosphates Pte Ltd, Singapore

*  Coromandel SQM (India) Pvt Ltd, India

*  Tunisia Indian Fertilisers Company Ltd, Tunisia

In  addition,  the Company also holds 14% equity stake in Foskor  Pty  Ltd, 
South  Africa,  through combined holding of Coromandel  and  CFL  Mauritius 
Limited.

The Management Discussion and Analysis given below discusses the key issues 
concerning each of the Strategic Business Units (SBUs) forming part of  the 
Farm Inputs segment of the Company and of the Retail Business.

3. Farm inputs:

A. Fertilisers SBU :

Coromandel  with  a production capacity of 32.6 Lakh tonnes  of  Phosphatic 
fertilisers is the leading private sector player in phosphatic  fertilisers 
in  India. The Company produces and sells Phosphatic (P) and  Potassic  (K) 
Fertilisers  of  various grades ranging from Di Ammonium  Phosphate  (DAP), 
Complex Fertilisers with different composition of nutrients to Single Super 
Phosphate  (SSP). The Company also distributes imported DAP,  Potash,  Urea 
and  NPKs.  The Company`s fertilisers are sold under the  well  established 
brand names viz. `Gromor`, `Godavari`, `Paramfos`, `Parry Gold` and  `Parry 
Super`.  The Company`s fertiliser manufacturing facilities are  located  at 
Visakhapatnam  and  Kakinada in Andhra Pradesh and Ennore  and  Ranipet  in 
Tamil Nadu.

(a) Industry scenario:

Global  fertiliser demand in 2011 grew by 2.8% enabled by high food  prices 
and strong demand for agri commodities. World nutrient consumption in  2011 
reached 177 million tonnes (in terms of nutrients), rose by 3% as  compared 
to  2010.  However,  global fertiliser demand  and  price  levels  remained 
sluggish  since  December 2011 and right into the first  quarter  of  2012. 
Globally  the  fertilizer  industry has operated at 83%  of  the  installed 
capacity  compared  with  82%  in 2010. Fertiliser  demand  in  2012-13  is 
expected to grow but at moderate level due to uncertain economic  condition 
in Europe and lower commodity prices.

India  continues to remain one of the key drivers for growth of  fertiliser 
demand  in  the  World.  India  recorded  the  highest  sale  of   chemical 
fertilisers of 580 Lakh MT, registering an increase of 10 Lakh MT, over the 
earlier year.

Import of various complex fertilisers registered a sharp increase of  270%. 
India saw an unprecedented import of low grade NP fertilisers like 20:20 to 
fill up the shortfall of DAP imports.

Consumption  of  fertilisers  in terms of nutrients  crossed  287  Lakh  MT 
compared  to  280 Lakh MT last year. Imports of fertilisers  also  shot  up 
significantly especially in the II half of the year.

Production of phosphatic fertilisers remained almost at the same levels  in 
2011-12 as compared to 2010-11.

International price of DAP and other fertilisers went up during I half  and 
DAP prices reached peak level of US $ 677 CFR India before softening during 
the last quarter to US $ 550 CFR India level. Urea/Ammonia prices were very 
volatile  during the year and softened during the year end. Prices  of  MOP 
hardened during the year from US $ 420 to US $ 490/MT.

(b) Government policies:

The  subsidy rates applicable (Rs.  per kg) for financial year 2012-13  are 
as under:

Nutrient  Based  Subsidy  (NBS)  Policy announced  by  GOI  for  phosphatic 
fertilisers  continued  for  the  second  year  and  this  has  helped  the 
government  to  reduce  the subsidy bill during 2011-12.  During  the  year 
industry  had  to raise MRPs to recover increase in input  costs  from  the 
market  besides  absorbing  the  impact  of  currency  depreciation.   With 
softening  of  international  prices of fertilisers in  the  last  quarter, 
Government  has  reduced the subsidy rates for 2012-13 to  bring  down  the 
subsidy  outgo.  Since  introduction  of NBS the  Government  has  saved  a 
substantial amount of subsidy outgo in the past two years.

The proposed subsidy rates for 2012-13 translate in to effective subsidy of 
Rs.14350/MT  of  DAP as against existing subsidy rate  of  Rs.19763/MT  and 
Rs.14400/MT for MOP as against existing rate of Rs.16054/MT.

NBS  policy  is  one  of  the most  important  reforms  introduced  in  the 
fertiliser sector in the last thirty years. This reform is not only helping 
Indian Government to save subsidy but is also helpful in ensuring judicious 
use  of fertiliser by farmers. It is well established that India  does  not 
have  any natural resource to manufacture P and K fertilisers and hence  it 
is very important that Government has to put in place a suitable  mechanism 
to  fund acquisition of natural resources of P and K.  Further,  Government 
also needs to leverage its trade relations with resource rich countries  to 
secure  long term supplies of P and K fertilisers for Indian  companies  to 
address food security concerns of India.

Fertiliser  consumption is increasing at a steady pace, while the  domestic 
capacity  of  fertiliser manufacturers is not increasing due to a  lack  of 
fresh  investments  resulting in increased imports  of  fertilizers.  Lower 
investor  interest  is due to limitations in availability of  natural  gas, 
phosphoric acid and other key inputs.

A working committee has been set up by the Planning Commission to study  on 
performance  of eleventh five year plan and the key issues to be  addressed 
in  twelfth five year plan. The study includes the assessment  of  required 
raw materials to meet the demand of all type of fertilisers in the country, 
assessment of various inputs and infrastructural facilities required during 
the  next  5 years to fill the gap between demand and  supply,  review  the 
present  status of various taxes and duties and suggest measures for  their 
realisation.

Some  of  the  policy  initiatives announced in  the  year  beginning  2012 
including  tax incentives with respect to investments in fertiliser  sector 
is  likely to kick-start new investments. It is further expected  that  the 
urea  subsidy regime could be moved to nutrient-based subsidy  (NBS).  This 
will  bring in a uniform subsidy regime for all fertilisers to ensure  that 
there  is  a  balanced  use  of all  major  nutrients.  Current  policy  of 
differential  subsidy  for "N" fertilisers may lead to  imbalanced  use  of 
fertilisers.

During  the year, the Government through Reserve Bank of India  has  bought 
back  remaining  fertiliser  bonds  issued in  lieu  of  subsidy  and  also 
compensated  50% of the loss on such sale of bonds. The industry  is  still 
representing  for full reimbursement of the loss on the buy back of  bonds. 
Government  has  reaffirmed  that  with  new  NBS  policy  for   phosphatic 
fertilisers and reasonable allocation of subsidy, fertiliser industry  will 
not  be  paid its dues by bonds in future. However key  concern  on  policy 
front continues to be lack of adequate budgetary provisions for payment  of 
subsidies.

(c) Fertiliser SBU Performance:

The  Company achieved a highest ever sales volume of 32.73 Lakh  MT  (24.78 
Lakh MT of manufactured fertilisers and 5.3 Lakh MT of imported  phosphatic 
fertilisers/ MOP and 2.65 Lakh MT of Urea) as against 30.61 Lakh MT  during 
the previous year.

However, production during the year was affected mainly on account of short 
receipt  of  phosphoric  acid  especially  from  Tunisia  due  to  domestic 
developments  in that region. The Company has optimized the production  and 
also  resorted to imported phosphatic fertilisers to maintain  supplies  to 
farming  community which also enabled it to achieve a highest  ever  market 
share.

All fertiliser plants have improved on their operational efficiencies  over 
last  year and the performance has been satisfactory, inspite of  shortfall 
in  production  due to delayed and short supply of key  raw  materials  and 
volatility  in  international  prices. During the  year,  the  Company  has 
resorted  to  revision in fertiliser MRPs mainly to offset the  input  cost 
increase and rupee depreciation. Timely purchase of raw materials and  pro-
active  forex management coupled with faster liquidation of  materials  has 
helped the Company in improving the overall performance.

As  part of its tie up with Shell International Petroleum  Company  Limited 
(Shell) for manufacture of Sulphur enhanced fertilisers, the  Visakhapatnam 
plant  successfully  commenced  trial production of DAP  4S  using  Shell`s 
Thiogro  technology. The company has also introduced new complex  grade  of 
fertilizer  14:28:14,  to  cater to the needs of  farmers  in  its  various 
markets.

The  Company  has been investing continuously in  meeting  its  obligations 
towards  protecting the environment. Towards this step, during the  year  a 
new  Effluent Treatment Plant (ETP) has been commissioned at  Visakhapatnam 
plant. The Company`s Kakinada and Visakhapatnam plants were awarded 5  star 
rating  by the British Safety Council for its Health and Safety  Management 
System.  The  Company  will continue to undertake  investments  in  further 
improving the safety culture at its Plants.

The project for installation of an additional granulation plant at Kakinada 
("C"  train  project)  has  been progressing well and  is  expected  to  be 
commissioned  by  second half of 2012. The investments  include  augmenting 
ammonia, sulphuric acid and phosphoric acid tanks and other  infrastructure 
to  meet  the  increased storage and handling  requirements  of  these  raw 
materials.

The  movement of Fertilisers sold during the year was governed by  movement 
orders issued by Government of India which helped the Company to expand its 
market footprint thus positioning it well for the proposed sale of 40  Lakh 
MT  with new "C" train coming on stream. Company now operates in  9  States 
with over 1 Lakh MT of fertiliser sales in a year.

Coromandel  continues  to have a significant presence  in  Andhra  Pradesh, 
Tamil  Nadu, Karnataka, Orissa, Chattisgarh, Maharashtra,  Madhya  Pradesh, 
Uttar Pradesh and West Bengal.

B. Crop Protection -SBU:

a) Industry Scenario

Globally agrochemicals industry witnessed growth with the business touching 
$ 45 billion for the year ($ 38 billion during 2010) boosted by good demand 
and stable prices for generics across the globe. Industry achieved a growth 
of  16% in nominal terms and 8% in real terms over previous year  supported 
by higher commodity prices.

Global  business  was  largely  driven by  adequate  rainfall  and  disease 
incidence  in  Latin American countries, early winter in  Europe  and  good 
growth  in  Asia. All the leading companies  achieved  double-digit  growth 
against last year, supported by stable prices for high volume products like 
Glyphosate. MNCs continued investing significantly in genetically  modified 
(GM)  seeds segment, which continued to grow at significant rate though  no 
new approval has been given in for GM technology in any new crop.

Indian  industry witnessed record sowing of cotton during the  year  though 
there  was  late  onset of monsoon. Due to  insufficient  rains  in  South, 
consumption suffered in critical states like AP Maharashtra and  Karnataka. 
Industry also witnessed banning of Endosulfan and withdrawal of license for 
manufacturing  of  Chloro + Cyper during the year.  Despite  such  setbacks 
Industry  is estimated to have sustained the market size of last year,  due 
to growth from Northern and Eastern regions where monsoon was normal.

Prices  of all critical crops like cotton, paddy and chillies  ruled  lower 
than  previous  year  while  groundnut and soyabean  were  stable.  Due  to 
increased  acreage  of paddy in East and good weather for wheat  in  North, 
food  grains  production in the country is expected to  touch  the  highest 
level this year, demonstrating the growing resilience of Indian agriculture 
against weather vagaries.

b) Crop Protection SBU Performance

In  pursuit  of its vision to build a significant  presence  globally,  the 
Company   acquired  M/s  Sabero  Organics  Gujarat  Ltd.   This   strategic 
acquisition has catapulted the Company into top 5 companies in the  branded 
formulation  business  in India and provided access to global  markets  and 
helped expand its basket of captive technicals.

The  SBU  achieved  a turnover of Rs.  441 crores, despite  sudden  ban  on 
Endosulfan  by Supreme Court at the beginning of the year  and  unfavorable 
weather in its critical states in second half. The Company could cover  the 
void  left by Endosulfan (close to 10% of previous year  turnover)  through 
successful  change  in  its  product  mix  and  scale-up  of  high   margin 
specialties and other captive technicals.

Formulations  business performed well to achieve record sales of brands  of 
Specialties  and  captive technicals through its wide channel  network  and 
Retail chain, through intensive branding. Launch of Buprofezin technical in 
its captive range and leveraging on captive technicals from Sabero Organics 
helped the SBU mitigate the loss of Endosulfan effectively.

Access  to product registrations available for Sabero range  of  technicals 
and reorganization of teams globally has laid a strong platform for the SBU 
to  build  its  global  presence in existing  and  new  markets.  Increased 
availability of wider range of captive technicals has made the SBU a strong 
player in domestic technicals sales space also.

SBU with its strategic sourcing tie-ups in China and registrations for  new 
technicals  is  set to grow faster in Latin America,  the  fastest  growing 
markets, through its operations based in Brazil.

C. Speciality Nutrients - SBU

Industry/ Company`s Performance

Speciality  Nutrients  division comprising of three segments  -Secondary  & 
Micro  nutrients,  Water  Soluble  Fertilisers  (WSF)  and  Organic  Manure 
registered  a growth of 31% over previous year, despite difficult  seasonal 
and market conditions.

The  Company  continues  to be a market leader  in  Bentonite  Sulphur  and 
registered  a  growth of 14% over last year in this  segment.  The  Company 
successfully  entered into institutional business in this segment.  Drought 
during  Kharif in major states like AP, Karnataka and Maharashtra  followed 
by  failure  of  Rabi in these states severely  impacted  the  consumption. 
However,  by  virtue  of  the  intensive  field  level  demand   generation 
activities, the Company was able to retain the leadership position in  this 
segment.

As regards WSF segment, the increase in price of bulk fertilizers like DAP, 
NPK complexes and MOP has resulted in a mixed response from the market.  In 
the  traditional  WSF  segment  like  grapes,  the  farmers  increased  the 
proportion  of  WSF  in their total fertiliser programme where  as  in  new 
segments  like field crops the consumption dropped  significantly.  However 
the  market for WSF has shown positive signs of accelerated  growth  during 
the  last two years. The new WSF plant which was set up as a joint  venture 
with  SQM, Chile has commenced its operations in March 2012.  This  enables 
the  Company  to increase the market share in this segment  with  increased 
volumes and new product offerings.

In order to improve soil health, the Company had started marketing compost. 
The current market size is 10 lakh MTs with a year on year industry  growth 
of  20-30%.  The  Company  has achieved a sales  volume  of  1.6  Lakh  MTs 
registering  a  growth  of  33% over previous year.  The  Company  has  its 
presence  in both Municipal Solid Waste Compost and Pressmud segments.  The 
Company  has  launched many variants to these products  including  variants 
like KASH, Phos Gold and N-Rich which were introduced during the year.

D. Retail SBU

The  retail  business  in Agri inputs has consolidated  well  and  the  new 
strategic  business  areas like organic products and  seeds  received  good 
response  from the market. The Retail turnover has grown by 11% during  the 
year.  However restructuring of the business portfolios in Retail was  done 
to  strategically  focus more on Agri input businesses and  exit  the  life 
style products business.

During  the year, the Company has added 200 agri retail centres in  AP  and 
Karnataka  and  with  this  expansion presently there  are  641  stores  in 
operation.  The business has shown improved performance over  the  previous 
year  and  the Company is in the process of further  expanding  its  retail 
network in Karnataka and plans to enter into Maharashtra.

To  study  the  Mana  Gromor Centres linkage  with  farming  community,  an 
independent study was commissioned through AC Neilson for estimating  Brand 
Equity index. This has shown `Mana Gromor` brand an equity Index of 5 on 10 
point  scale,  while a score of 3 and above is considered  as  very  strong 
brand.

The  branding efforts made by retail team has been recognized by  CMO  Asia 
and  world  Brand Congress and given three best brand promotion  awards  to 
Mana  Gromor Retail during the Asia Retail Congress in Mumbai. These  three 
awards  are  in recognition of a) Most effective use of  interactive  rural 
marketing,  b)  Best  brand  loyalty marketing  campaign  and  c)  Holistic 
marketing for rural brand deployment.

4.  Strengths and opportunities:

During  last  few  years Company has taken number of steps  to  expand  the 
manufacturing capacities and infrastructure facilities, this being the  key 
strength  of  Coromandel.  As part of capacity building,  the  company  has 
started construction of `C` train including infrastructural facilities like 
raw  material storage tanks, godowns, bagging and  distribution  facilities 
which is expected to be commissioned in second half of 2012-13. The Company 
has also implemented new effluent treatment plant at Visakhapatnam as  part 
of its larger objective of contributing to cleaner environment.

Strategic  tie-ups with key raw material suppliers which are  critical  for 
operations  enable  the  Company in ensuring  timely  availability  of  raw 
material for operating the plant at optimal capacity..

With  R&D facility at Visakhapatnam, the Company is able to take up  trials 
on different grades of rock phosphate and optimize production of phosphoric 
acid  which  is  very critical for increasing  the  throughput  of  complex 
fertilisers.  Besides, the Company has carried out necessary  modifications 
in the current facilities to manufacture sulphur enhanced formulations like 
DAP 4S and other complex grades based on Shell`s Thiogro technology as part 
of its strategy to provide new grades of fertilisers.

On  marketing front, one of the major strength is that the  Company  offers 
almost  complete  range of agri needs of the farmers such  as  fertilisers, 
crop  protection  products, speciality nutrients, organic manure and farm 
inputs  etc. Besides this, the Company has strong brand image supported  by 
strong  dealer  and retail network and dedicated technical  and  managerial 
workforce.

In  the crop protection business, the Company has made significant  capital 
investments augmenting plant capacity at its Ankaleshwar plant which are of 
long  term value, including its upgraded R & D facility which  has  enabled 
the Company to bring out new technicals for introduction in the market.

The  Company`s  focus on specialties in the  formulation  business  through 
special  marketing  efforts has helped in scaling up the volumes  of  these 
profitable  products.  With  the acquisition  of  Sabero  Organics  Gujarat 
Limited,  the  Company is able to get access to export markets  in  various 
countries. This enables the Company to expand the product range and size of 
the market.

Intensified field promotion activities with dedicated teams to address  the 
special  needs  of  potential crop segments are among the  key  factors  in 
speciality nutrients business and the Company has developed strategies  for 
increased focus and targeted marketing.

The  strong  financials  of the Company and its  sustained  healthy  credit 
rating/credit  worthiness  with  the bankers and vendors  has  enabled  the 
Company to raise working capital finance at competitive interest rates.

5. Outlook

Demand  for fertiliser, crop protection and crop nutrition are expected  to 
grow  up as demand for food keeps increasing. With the increasing  pace  of 
urbanization and population growth and shrinking of arable land, India  has 
to  take various initiatives to increase the productivity and  fulfill  the 
needs  of  the  growing  population. This  calls  for  increased  usage  of 
fertiliser and crop protection to improve yields. Increasing crop prices in 
both  domestic and international markets will improve farmer  profitability 
and  will  support  the growth of fertilisers,  crop  protection  and  crop 
nutrition. Indian fertiliser industry is growing at an average growth  rate 
of 5% to 6% p.a in volume terms.

Government  has  announced the reduction in Nutrient  based  subsidy  rates 
applicable  for  2012-13 for all phosphatic and potassic  fertilisers.  Any 
change  in the international prices and currency depreciation  may  warrant 
revision in farm gate prices and this may pose challenge to phosphatic  and 
potassic fertilisers with Urea continuing under retention price scheme.  It 
is  expected  that  revision  in Minimum support prices  for  crops  to  be 
announced  by  the  Government  in  the  ensuing  season  will  absorb  the 
fertiliser price increase to a greater extent.

Ensuring  timely  availability  of  key  raw  materials  is  necessary  for 
maximising the production and this continues to be a key focus area for the 
Company. The Company is always looking out for new sources of raw materials 
and global tie up to manage the situation.

The  C  train expansion project and other infrastructural  facilities  like 
ammonia storage tank, phosphoric acid storage tank, bagging facilities  and 
railway  siding  at  Kakinada  plant is under way and  is  expected  to  be 
commissioned  by  second half of 2012-13. This will enable the  Company  to 
take the production capacities closer to 40 Lakh tonnes.

In  the  crop protection business, the Company will continue  to  focus  on 
specialities  and  will  scale up sale of  formulations  based  on  captive 
technicals   including  additional  range  being  manufactured  by   Sabero 
Organics. Increased reach through retail outlets augurs well for scaling up 
branded  formulation business and Company will be focussing  on  developing 
strong  brands for key molecules to stay ahead of competition. The  Company 
will  also  leverage on the global network of Sabero Organics to  scale  up 
export of technicals and will continue to focus on registrations in the key 
market segments.

The Speciality Nutrient business is all geared up to expand the business in 
all  segments. The new WSF plant at Kakinada, set up in joint venture  with 
SQM  Chile  was commissioned in 2011-12. This will enable  the  Company  to 
scale  up  the volumes of WSF and also to introduce new  products  in  this 
segment. The Company is focussed to improve the business in this segment by 
forming crop based units with dedicated teams to address the special  needs 
of  potential crop segments. The Company is in the process  of  introducing 
new variants in organic business segment.

Rural  Retail business is poised to further expand its reach  to  Karnataka 
and  Maharashtra.  The  Company  has commenced  its  retail  operations  in 
Karnataka by opening 75 stores in 201112 and is planning to expand  further 
in  Karnataka and enter into Maharashtra in the later years.  These  retail 
centres  continues to provide all agri inputs along with advisory  services 
including farm mechanisation in rural areas.

6. Risk management

Overview

Risk  Management at Coromandel is an integral part of its  business  model, 
focusing  to  minimize adverse impact of risks on business  objectives  and 
enable  the Company to leverage market opportunities effectively. The  core 
values  and ethics provide the platform for the Company`s  risk  management 
practices.

Risk Management Framework

Risk Management Structure

The  Risk Management structure at Coromandel spans across different  levels 
which  form the various lines of defense in Risk Management.  These  levels 
includes  but  not  limited  to Board of  directors  (Board)  who  has  the 
responsibility  for  oversight of Risk Management  performed  by  Executive 
Management and review of performance of the Risk Management Committee.

Coromandel  has a Risk Management Committee, comprising of  an  independent 
director  who chairs the Committee meetings and the Managing Director.  The 
committee  members along with the senior executives and Business  Heads  of 
the Company carry out regular review of risk management practices.

Risk Categories

The  risks  associated with the business are broadly  classified  into  six 
major categories.

*   Environmental  Risk:  due to adverse effects on  living  organisms  and 
environment   by  effluents,  emissions,  wastes  etc.,  arising   due   to 
organization`s activities.

*  Economic Risk: due to downturn or adverse political situations which may 
negatively impact on organizational objectives.

*    Regulatory  Risk:  due  to  inadequate  compliance   to   regulations, 
contractual  obligations  or  any other  statutory  violations  leading  to 
litigations and loss of reputation.

*    Operational   Risk:   inherent  to   business   operations   including 
manufacturing and distribution operations, tangible or intangible property, 
any other business activity disruptions.

*   Financial Risk: to organization due to major fluctuations  in  currency 
market, Rise in Interest Rates and possible non recovery of debts.

*  HR Risk: due to attrition of any Key Managerial Person or disruption  of 
operations due to any other human resources issue.

The   key  risk  management  practices  include  those  relating  to   risk 
assessment,  measurement,  monitoring, reporting,  mitigation  actions  and 
integration with strategy and business planning.

The key risks associated with the Company`s business, its likely impact and 
the mitigation mechanism evolved are discussed hereunder. The evaluation of 
risk is based on management`s perception and the risks listed below are not 
exhaustive.

Risk                   Risk Impact                Mitigation Plan

Environmental/Economic/
Regulatory Risks:

Handling and           - Impact on operations     *  Strict PSMS     
storage of hazardous   - Stoppage of production   Implementation     
materials incl.,       -  Accidents  resulting                       
Ammonia, Sulphuric     from  release of the       * Strict adherence 
acid etc.              hazardous  materials       to maintenance/    
                       and consequent claims      inspection         
                                                  schedules,         
                                                  training  and      
                                                  emergency/disaster 
                                                  management plans   
                                                                     
                                                  * Public Liability 
                                                  Insurance Policy   
                                                                     
                                                  * ISO 14001 &      
                                                  OHSAS 18001        

Un-treated       - Revocation of                  * Augmenting ETP
effluents        factory license                  facilities       
causing                                           Strict adherence 
pollution        - Civil/criminal                 to PC standards  
                 action           
                                  
Non-compliance   - Disruption of operations       *  Understanding /          
with Legal/                                       awareness of regulations    
Regulatory/      - Legal proceedings against      and statutes                
Tax Compliance   the Company and its                                          
-Including       officials.                       * Engagement /              
other                                             advice by renowned          
Countries                                         lawyers and experts         
                                                                              
                                                  *  Monitoring               
                                                  regulatory changes          
                 
Non compliance   - Civil / criminal               * Rigid quality        
with FCO         proceedings                      checks at Plants       
Standards &                                                              
Specifications   - Production stoppages           * Test verification    
                                                  of bags                
                 - Disallowance of                                       
                 subsidy claims                   * Reprocessing of      
                                                  non-standard materials 
                                                                         
                                                  * Better bags handling 
                                                  procedures             
                 
Change in        - Impact on turnover/            * New NBS Policy -        
Government       working capital                  greater clarity /         
Subsidy                                           certainty                 
Policies         - Change in product mix                                    
                                                  * New grades/             
                 - Change in distribution         customized                
                 pattern                          Fertilisers               
                                                                            
                                                  * Increased focus         
                                                  on non-subsidy            
                                                  Business                  
                                                                            
                                                  * Optimisation of         
                                                  rail road 
                                                  transportation. 
                                                                            
                                                  * Liaison with 
                                                  Government 

Restriction      - Impact on turnover/            *  Development of    
on sale/usage    profitability                    newer and safer      
of some crop                                      technical;           
protection       - Negative publicity                                 
products in                                       * Extension of       
India/abroad                                      product life-cycle.  
                 
                 
Operational 
Risks:

Volatility in    - Impact on revenues.            *  Close monitoring   
the price of                                      of international      
key raw          - Increased cost of              price of raw          
materials        production                       materials.            
                                                                        
                 - Increase in working            *  Tie-up for         
                 capital requirement              expanded product      
                                                  range                 
                 - Volume shrinkage    
                                       
Product          - Impact on                      * Identification  
life-cycle       turnover/                        of new off-patent 
obsolescence     profitability                    molecules         
                                                                    
                                                  * R&D initiatives 
                 
Introduction     - Impact on profitability        * Identification of       
of pest/                                          emerging pests and        
resistant BT     - Financial loss                 suitable molecules        
crops or                                                                    
change in                                         * Introduction of         
crop pattern                                      new products              
                                                                            
Loss due to                                       * Close monitoring        
shrinkage                                         of inventory, regular     
at Rural                                          inspection / audit        
Retail                                                                      
Centres                                           * Daily MIS               
                 
Financial 
Risks:

Currency         - Under recovery                 *  Close monitoring 
and exchange     of Subsidy                       of exchange trend  
fluctuation                                                          
risk             - Impact on                      * Forward covers   
                 profitability                    at appropriate     
                                                  time and level     
                 
Interest rate    - Increase in cost               *  Healthy debt-equity   
risk             of borrowing                     and interest cover ratio 
                                                                           
                 - Impact on profitability        *  Sustain good credit   
                                                  rating                   
                 
                 
Credit risk      - Impact on working capital      *  Review of credit   
                                                  evaluation and limits 
                 - Dues becoming bad                                    
                                                  *  Close monitoring   
                 - Loss of interest               receivables           

Liquidity risk   - Impact on working capital      *  Close monitoring of      
- Delay in                                        subsidy dues                
subsidy          - Increase in cost of                                        
settlement       borrowing                        * Increased working         
                                                  capital facilities          
                                                                              
                                                  * Securitization of         
                                                  subsidy dues                
Legal & Human 
Resource:

Contractual      -  Disruption of operations      *  Clearance from legal
Liability Risk                                    cell                   
                 -  Impact on turnover &                                 
                 profitability                    * Independent experts` 
                                                  services for important 
                                                  contracts              

Attrition of     - Disruption of operations       *  Compensation revision   
skilled/                                          inline with market        
trained          - Knowledge dissipation                                    
manpower                                          * Succession Planning     
                                                                            
                                                  * Career planning and     
                                                  training                  

In  addition, IT related risks can result in loss of important  data  etc., 
leading  to disruption in operations. These are addressed through  adequate 
back-up  mechanism,  including  Disaster  Recovery  Centre,   authorization 
verification,  regular training programs, regular purchase of  licenses  in 
line with the business requirement and other preventive measures.

The assets of the Company, including its plant and machinery, as well  work 
in  process, inventory and Finished stocks are adequately  insured  against 
loss or destruction by fire and allied perils.

7. Internal controls

Coromandel  has  adequate internal controls consistent with the  nature  of 
business  and size of the operations, to effectively provide for safety  of 
its assets, reliability of financial transactions with adequate checks  and 
balances,  adherence to applicable statutes, accounting policies,  approval 
procedures and to ensure optimum use of available resourses. These  systems 
are regularly reviewed and improved.

Coromandel has a comprehensive budgetary control system to monitor  revenue 
and expenditure against approved budget on an ongoing basis.

The  Company  has its own corporate internal audit function  to  monitor  & 
assess  the adequacy and effectiveness of the Internal Controls and  System 
across  all  key  processes  covering  various  locations.  Deviations  are 
reviewed  periodically  and due compliance ensured. Summary  of  key  audit 
observations along with recommendations and its implementation are reviewed 
by the Audit Committee and the concerns, if any, are reported to the Board.

8. Finance

The  Company`s overall financial performance for the year 2011-12 has  been 
good. The total revenue grew by 29% in 2011-12 as compared to the  previous 
year. The Company`s PBT before prior period subsidy income and  exceptional 
items  has  moved up from Rs.  762 crore to Rs.  959 crore,  registering  a 
growth  of 26%. The PBT after considering prior period subsidy  income  and 
exceptional  items is Rs.  970 crore as compared to previous year Rs.   988 
crore.

The  Company  generated  Rs.  1108 crore (2011: Rs.  1024  crore)  of  cash 
surplus  from its operations, before changes in working capital  and  after 
adjusting  for the changes in working capital the net cash  generated  from 
operations  is  Rs.  110 crore (2011: Rs.  839 crore).  The  Company`s  net 
worth  increased during the year and was at Rs.  2371 crore as on 31  March 
2012 compared to Rs.  1904 crore as on 31 March 2011.

During  the  year,  the Company incurred Rs.   186  crore  towards  capital 
expenditure including Rs.  109 crore on "C" train and expansion  facilities 
at Kakinada.

During  the  year, the Company along with its wholly owned  subsidiary  has 
acquired  74.57% equity stake in Sabero Organics Gujarat Limited  involving 
cash  outgo  of  Rs.  403.10 crore. Further, the Company has  paid  a  non-
compete  fees  of  Rs.  35.53 crore to the erstwhile  Indian  promoters  of 
Sabero Organics Gujarat Limited which has been charged off to the Statement 
of Profit and Loss as an exceptional item.

Pursuant  to  the notification of the Government of India to buy  back  the 
Fertiliser  Companies`  Government  of India Special  Bonds  in  two  equal 
tranches  during 2010-11 and 2011-12 through Reserve Bank of India  and  to 
share  at  least  50% of loss on such buy back  of  fertiliser  bonds,  the 
Company  has  sold the special bonds with an aggregate face  value  of  Rs.  
997.6 crore 498.8 crore each in the years 2011-12 & 2010-11) and incurred a 
loss  of  Rs.  52.75 crore in 2011-12 (2010-11: Rs.  37.18 crore),  net  of 
compensation received from GOI. Consequently, the provision towards mark to 
market loss made earlier on such bonds amounting to Rs.  68.89 crore (2010-
11: Rs.  68.89 crore) has been reversed.

During the year, the members of the Company approved the transfer/assigning 
of  the lease rights on the land located at Navi Mumbai to the  prospective 
buyers.

During   the  year,  the  Board  approved,  subject  to  the  approval   of 
shareholders  and  regulatory authorities, issue of bonus  debentures.  The 
Company  has obtained approvals of the Scheme from National Stock  Exchange 
and  Bombay  Stock Exchange for issue of one 9% Unsecured  Redeemable  Non-
convertible  Fully  Paid Bonus Debenture of Rs.  15 each for  every  equity 
share  from the General Reserve, and has filed the Scheme with the  Hon`ble 
High Court of Andhra Pradesh.

The Company has been resorting to prudent mix of rupee and foreign currency 
borrowings  to  finance its working capital requirements and tied  up  long 
term  ECB  loans to fund capital projects. The Company`s  long  term  debt: 
equity ratio continues to remain very healthy and the cash and bank balance 
as at the year end includes Rs.  907 crore of temporary surplus retained in 
short  term bank deposits/current accounts. The Company`s long term  credit 
rating  by  `CRISIL` was reaffirmed at `AA+ (stable)` and short  term  debt 
rating at P1+.

9. Value creation and financial analysis

Increase in net worth

The net worth has increased 3 times in the last five years.

10. Human resources /Industrial relations

During the year the industrial relations across all the plants continued to 
remain  cordial.  Settlements  at Visakhapatnam,  Ennore  and  Ranipet  for 
permanent  workmen  were concluded under section 18(1)  of  The  Industrial 
Disputes Act, 1947 for a period of 4 years.

Leadership  Development  Process  gained momentum during the  year  with  a 
number  of  leadership  initiatives  for  various  levels.  This   included 
Development   Centres  for  managers,  `Agnya`  -   Coromandel   Leadership 
Development  program  spread  over 9 months for  certain  senior  managers, 
Building  Leadership Skills program with focus on Retail and  Manufacturing 
covering  executives,  Leadership  program  for  Area  Sales  Managers   of 
Fertiliser and Crop Protection businesses.

Competency  Assessments  were  completed  for  functional  and  behavioural 
competencies  for  all  executives to  track  improvements  in  proficiency 
levels.

With  a  view to strengthen the Training Quality Management System  in  the 
organisation, Coromandel applied for the ISO 10015 certification, for which 
an internal pre-audit was completed by QAI.

Coromandel  continued  its focus on building  employee  engagement.  Gallup 
employee engagement action planning was completed for certain managers  and 
their  teams.  Employee  engagement continued to be a focus  area  for  the 
Company and the employee engagement survey conducted by Gallup continued to 
show improvement over previous surveys.

Coromandel won several awards in the area of talent management.

The Company continued its focus on improving its internal processes to meet 
multiple,  at times conflicting requirements of various  stakeholders.  The 
key  anchor for this is institutionalising Business Excellence  Process  in 
the company through its TQM initiatives in its quest to improve the quality 
of  its products, processes and systems. The Company won many  awards  from 
CII,  Quality Circle Forum, Indian National Suggestion  Scheme  Association 
(INSSAN).

The  emphasis on innovation continued through the venture funding  process. 
To  date  70  i-leads  (Innovation Leaders) have  been  developed  who  are 
spearheading the innovation effort within the organisation. Coromandel  was 
given the Best Practice Award for its Innovation practices by the  National 
HRD Network.

The Company continued its effort on improving communication through various 
means.   The   in-house  magazine  `The  Voice`  won  many   National   and 
International awards.

Coromandel`s  corporate film won the National Award, 1st  Prize,  Corporate 
Film by Public Relations Society of India, New Delhi.

ANNEXURE TO DIRECTORS` REPORT

DIRECTORS` RESPONSIBILITY STATEMENT

The Board of Directors of Coromandel International Limited confirm that  in 
the preparation of the Statement of Profit & Loss for the year ended  March 
31, 2012 and the Balance Sheet as at that date ("financial statements") :

*  the applicable accounting standards have been followed

*    appropriate  accounting  policies  have  been  selected  and   applied 
consistently  and judgments and estimates that are reasonable  and  prudent 
have  been made so as to give a true and fair view of the state of  affairs 
of the Company as at the end of the financial year and of the profit of the 
Company for that period.

*   proper  and  sufficient  care has been taken  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. To  ensure  this, 
the  Company has established internal control systems, consistent with  its 
size  and  nature of operations, subject to the inherent  limitations  that 
should be recognised in weighing the assurance provided by any such  system 
of internal controls. These systems are reviewed and updated on an  ongoing 
basis.  Periodic  internal  audits  are  conducted  to  provide  reasonable 
assurance  of compliance with these systems. The Audit Committee  meets  at 
regular intervals to review the internal audit function.

*  Proper systems are in place to ensure compliance of all laws  applicable 
to the Company.

*  The financial statements have been prepared on a going concern basis.

                                                    On behalf of the Board

Place : Hyderabad                                   A Vellayan
Date  : April 23, 2012                              Chairman

Information  under Section 217(1)(e) of The Companies Act, 1956  read  with 
Companies  (Disclosure of Particulars in the Report of Board of  Directors) 
Rules, 1988 and forming part of Directors` Report.

A. CONSERVATION OF ENERGY

Various  Energy conservation Schemes formulated by Operational  Improvement 
Teams have yielded considerable energy savings during the year 2011-12.

At Visakhapatnam Plant, the following were implemented:

*  Installed capacitor banks for Power factor improvement from 0.97 to near 
unity.

*   Modernised  static  excitation  system for 5  MW  turbo  Generator  for 
improving operating performance of 5MW turbo power generator.

*   Small Group Activity teams have been constituted to constantly look  at 
the energy conservation and other improvement schemes.

At  Ankleshwar  Plant,  MEE  1 & MEE 2 cooling  water  supply  were  inter-
connected to run with 30 KW pump instead of 60 KW pump.

B. TECHNOLOGY ABSORPTION

Facilities  for  production  of Sulphur  Enhanced  Fertilisers  with  Shell 
Thiogro Technology were installed in Complex Train A at Visakhapatnam plant 
and commissioned successfully.

At Ankleshwar Plant -

*  Acephate technology developed in existing Malathion Plant.

*  Modern Effluent Treatment Plant commissioned for enhanced  environmental 
compliance.

C. RESEARCH AND DEVELOPMENT

At Visakhapatnam Plant -

*  Improved sulphur bentonite product developed which has shown significant 
agronomic benefit during farmer trials.

*   Two  new rocks and several rock blends tested in the  pilot  plant  for 
phosphoric acid production.

At Ankleshwar Plant -

*   Developed  in-house  process technology for  production  of  Buprofezin 
Technical  and  Cyproconazole  Technical and later  produced  the  same  on 
commercial scale.

*   Worked  on  developing process technology for some  new  molecules  for 
production from their intermediates.

During  the  year  the company incurred a sum of  Rs.   468  lakhs  towards 
revenue expenditure on account of Research and Development at the  Approved 
In  House  R&D  Units at Visakhapatnam and  Ankleshwar.  The  Company  also 
incurred  a sum of Rs.  38 lakhs towards Capital expenditure in respect  of 
Approved In-house R&D units at Vishakapatnam and Ankleshwar.

R&D expenses incurred at the In-House Approved  Centres Rs.  in Lakhs

Nature of expenses                            2011-12     2010-11

Capital expenditure                                38          48
Revenue expenditure                               468         336

D. FOREIGN EXCHANGE EARNINGS AND OUT GO:

Total foreign exchange used and earned:

                                                       Rs. in Lakhs
                                                 2011-12    2010-11

Used                                            6,90,373   5,03,046
Earned                                            11,484      7,290

FORM - A

                                        Current Year   Previous Year
                                             2011-12         2010-11

A. Power and Fuel Consumption

1. Electricity

a) Purchased

Units (Lakh Units)                          1,274.22        1,286.28
Amount  (Rs. Lakhs)                         5,577.11        5,020.76
Rate / Unit  (Rs./ kwh)                         4.38            3.90

b) Own generation Through DG Sets

Units (Lakh Units)                             19.22            7.83
Units / litre of HSD                            3.60            2.85
Rate / Unit  (Rs./ kwh)                        16.68           14.07

Through TG Set

Units (Lakh Units)                            436.94          428.43
Units / litre LSHS
Rate / Unit  (Rs./ kwh)                         0.18            0.15

2. Coal Not used Not used

3. a) Fuel: Furrnace oil / LSHS

Quantity (K. Litres)                        1,627.78        1,612.24
Total cost  (Rs.Lakhs)                        783.12          538.09

Rate / Unit  (Rs./ K. Litres)                 48,110          33,375

b) Compressed Natural Gas

Quantity SM3 in Lakhs                          65.56           83.68
Total amount  (Rs.In Lakhs)                 1,210.98        1,154.99
Average Rate per 1000 SM3 (Rs.)               18,471          13,802

B. Consumption per MT of Fertilisers Produced

Electricity (KWH)                              67.51           61.97
Fuel: Furnace Oil / LSHS (K.Litres)           0.0012          0.0012
Compressed Natural Gas (SM3)                    2.95            3.51

Disclosure pursuant to Clause 12 of SEBI (Employee Stock Option Scheme  and 
Employee Stock Purchase Scheme) Guidelines 1999

Nature of Disclosure:  

a. Options granted:

2,40,400  were  granted  during  the year. The  total  options  granted  is 
75,72,000. Each Option gives the grantee a right to subscribe to one equity 
share of Rs.  1/- each of the company

b. The pricing formula:

The  Options  carry a right to subscribe to equity shares  at  the  closing 
price  on  the Stock Exchange in which there was  highest  trading  volume, 
prior to the date of grant of the Options.

c. Options vested                                 42,61,456

d. Options exercised                              27,75,646

e. The total no of shares arising as a
   result of exercise of option                   27,75,646

f. Options lapsed/surrendered                     14,94,574

g. Variation of terms of Option            Vesting schedule has been 
                                           varied in certain cases

h. Money realised by exercise of Options      Rs.  3,65,88,534

i. Total no of Options in force                   33,01,780

j. (i) Details of Options granted to Senior Management Personnel:

Name and Designation                         No of Options granted

Mr Kapil Mehan
Managing Director                                 9,46,000 

Dr G Ravi Prasad
President- Marketing Fertilisers & SND            2,70,400 

Mr P Gopalakrishna
Sr Vice President-Retail                          2,70,400

Mr G Veerabhadram
President-Pesticides SBU                          2,70,400

Mr Arun Leslie George
Sr Vice President & Head of HR                    2,70,400 

Mr S Govindarajan
Sr Vice President & Head of Manufacturing         2,70,400 

Mr S Sankarasubramanian
Chief Financial Officer                           1,37,200

(ii)  Any  other employee who received a grant in any one  year  of  Option 
amounting to 5% or more of Options granted during the year

Mr Kapil Mehan                                   9,46,000
Dr G Ravi Prasad                                 2,70,400
Mr P Gopalakrishna                               2,70,400
Mr Arun Leslie George                            2,70,400
Mr S Govindarajan                                2,70,400
Mr G Veerabhadram                                2,70,400
Ms Hima Srinivas                                 1,20,000
Mr C Sitaram                                     1,44,000
Mr K Sankaranarayanamoorthy                      1,44,000
Mr Manoj K Agarwal                                 91,400
Mr Parvez Shaikh                                   80,000
Mr R Vaidyanathan                                  80,000
Mr Suri V                                          96,000
Mr K Muruganandam                                  96,400
Mr M Ravindra Rao                                  72,000
Mr M Hari Shankar                                  72,000

(iii)  Employees who were granted Options, None during any one year,  equal 
to  or  exceeding 1% of the issued capital of the Company at  the  time  of 
grant.

None.

k. Diluted Earnings Per Share (EPS)          : Rs.24.43 per share
pursuant to issue of shares on exercise 
of Option calculated in accordance with 
Accounting Standard AS-20.

l.(i)  Method of calculation of employee compensation cost:

The  employee  compensation cost has been calculated  using  the  intrinsic 
value  method  of accounting to account for Options issued under  the  ESOP 
Scheme  2007. The stock based compensation cost as per the intrinsic  value 
method for the financial year 2011-12 is Nil.

(ii)  Difference between the compensation cost using the intrinsic value of 
the  Stock Options (which is the method of accounting used by the  Company) 
and  the compensation cost that would have been recognized in the  accounts 
if the fair value of Options had been used as the method of accounting:

Rs.2289 lakhs

(iii)  Impact of the difference mentioned in (ii) above on the  profits  of 
the Company

Net Income                                        Rs. in lakhs

As reported                                              69327
Less: fair value compensation cost                        2289
(Black Scholes model)                                    67038

(iv)  Impact  of the difference mentioned in (ii) above on the EPS  of  the 
Company:

                                   Basic (Rs.)   Diluted (Rs.)

As reported                              24.57           24.43
As Adjusted                              23.76           23.62

m.(i)  Weighted Average exercise price of  : Rs.49.76 
per equity share Options

(ii) Weighted Average fair value of        : Rs.50.89 
per equity share Options

n.(i)  Method used to estimate the fair    : Black Scholes Model
value of Options

(ii)  Significant assumptions used 
(Weighted Average information 
relating to all grants):

(a) Risk-free interest rate                : 8.0%

(b) Expected life of the Option            : 4 years

(c) Expected volatility                    : 0.48 - 0.50

(d) Expected dividend yields               : 400%

(e) Price of the underlying share in market at the time of option grant: 

Date of grant       Market Price (Rs.)

31.08.2007               44.58
22.01.2008               56.08 
22.04.2008               67.88 
22.07.2008               59.95
22.10.2008               62.75
18.03.2009               45.10
19.10.2010              317.30
12.01.2011              287.50 
21.07.2011              334.35 
18.10.2011              315.00

                                                    On behalf of the Board

Place : Hyderabad                                   A Vellayan
Date  : April 23, 2012                              Chairman

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