Rallis Annual Report 2005 06

RALLIS
A Enterprise Fifty-eighth annual report 2005-2006
Annual General Meeting on

Wednesday, 31st May, 2006 at 4.00
p.m. at Bombay House Auditorium,
Bombay House, Homi Mody Street,
Contents Mumbai 400 001
Board of Directors 3
Chairman’s Statement 4-5
Notice of Meeting 6-8
Explanatory Statement 9-13
Directors’ Report 14-20
Management Discussion and Analysis 21-27
Report on Corporate Governance 28-39
Auditors’ Report 40-43
Balance Sheet 44
Profit and Loss Account 45
Cash Flow Statement 46-47
Schedules 1 to 19 48-70
Balance Sheet Abstract 71
Statement under Section 217 (2A) 72
Financial Statistics 73-74
Rallis India Limited
1 CEPS 4/E:/SALES/Sanjay/Rallis AR 05-06/File Rallis Main 2006.pmd/NSS/20/4/vk28-4-skg-2-5/sbs(3-5)

RALLIS
Fifty-eighth annual report 2005-2006

Board of Directors Management Team
R. Gopalakrishnan (Chairman) Venkatrao S. Sohoni Managing Director
Ram S. Tarneja V. Shankar Chief Operating Officer
Russi Jal Taraporevala B. S. Uberoi Executive Vice President - Corporate Affairs
V. G. Gadre Chief Information Officer
Homi R. Khusrokhan
D. C. Mansharamani Chief - Manufacturing
Prasad R. Menon
Anil Mehta Head - International Business Division
B. D. Banerjee
Soumen Mitra Chief Financial Officer
E. A. Kshirsagar
K. N. Pardiwalla Chief Internal Auditor
Venkatrao S. Sohoni (Managing Director) A. K. Shetty Chief - Sales & Marketing
Registered Office Share Registrars and

Transfer Agents
Apeejay House 7th Floor
3 Dinshaw Vachha Road TSR Darashaw Ltd.
Churchgate Mumbai 400 020 (Formerly Tata Share Registry Limited)
Tel. No. 6665 2700 Army & Navy Building
Fax No. 6665 2842 148, Mahatma Gandhi Road
E-mail address: investor_relations@rallis.co.in Mumbai 400 001.
Website: www.rallis.co.in Tel. No. 6656 8484
Fax No. 6656 8494
E-mail address : csg-unit@tsrdarashaw.com
Website : www.tsrdarashaw.com
Company Secretary Bankers

P. S. Meherhomji
State Bank of India
Union Bank of India
Citibank N.A.
Auditors
Corporation Bank
S.B. Billimoria & Co. BNP Paribas
Industrial Development Bank of India Limited
UTI Bank Limited
Solicitors & Advocates UCO Bank
Crawford Bayley & Company United Western Bank Limited

RALLIS
CHAIRMAN’S STATEMENT
Dear Shareholders,
At past shareholders’ meetings, you have requested the Board to advance the publication of the annual accounts as well as
the timing of the AGM. In 2003, the AGM was held in the month of September, the next year in August, and then June for the
year 2005. Your Board is pleased to hold the AGM this year in the month of May itself. This has been possible due to major
improvements to the processes within the Company and to the very co-ordinated implementation of an ERP system. The
role of the Finance and Information Technology departments are worthy of mention in this context.
Agriculture
The country is faced with a complex situation with respect to agriculture. The national GDP has been growing handsomely
and consistently during recent years. However, agricultural growth has been laggard as well as inconsistent. Its share in the
GDP pie of the country has been shrinking sharply.
Viewed in an international context, this seems to be a recognizable, normal and almost desirable trend. Indeed this would
have been good news if the population and labour force dependent on agriculture were also reducing sharply. Alas that is
not the case.
In 1891, the percentage of population dependent on agriculture was estimated to be 63%. After thirty years of
industrialization, in 1921, the percentage actually increased to 73%. This happened most likely due to the displacement of
traditional village service jobs like the luhaar (ironsmith) and chamaar (cobbler) by the emerging industrializing jobs.
Nowadays, it is estimated that 58% of our population is dependent on agriculture.
The staggering point is that this percentage is not far from what it was 115 years ago. With the increase of population
during these 115 years, the actual numbers have quadrupled from 150 million in 1891 to about 600 million today. This is
most unusual.
It is clear that while for most rural households, agriculture remains the main source of income, there is emerging a Rural Non
Farm Sector (RNFS) which is developing as a source of income and employment. According to a World Bank survey of
sixteen Indian States (Re-energizing the Agricultural Sector : July 2004), this RNFS sector accounted for one-third of rural
household incomes.
Storage, transportation and processing of agricultural produce, the related trade and financial services are all promising
beacons of hope for the future. Your Company is deeply involved in the distribution of crop protection chemicals and
agricultural input materials like plant growth nutrients and seeds. The Rallis field demonstration and extension services
work counts among the best compared to peer companies and is a bedrock of strength for your Company.
As mentioned in the Directors’ Report, contrary to a general perception that India had a “good” monsoon during the Kharif
of 2005 and rabi of 2006, the reality is that it was a temperamental and volatile monsoon. This caused agricultural growth
during FY 05-06 to be half the target level. The crop protection industry also faced some unusual challenges.
The Pesticides Industry
The Kharif season initially progressed quite impressively. The industry witnessed a continuation of the growth trend of the
previous year. The rabi season turned out to be quite a poor season.
There was an unfavourable distribution of rainfall in key agricultural states like A.P., Karnataka and Punjab, coupled with
huge excess rains thereafter. These events affected the degree of pest infestation, and damaged crops like paddy and chili.
The industry was faced with excess stocks in some pockets and witnessed severe price competition during the rabi season.
Rallis continued to exercise controls on credit and stocks through diligent field operations. That is why Rallis has shown an
increase in domestic sales. However, second half margins were severely impacted. This is the reason for the profits being
skewed to the first half of the financial year.

The Company’s Priorities
With a second year of turnaround in the business and improved profits in the face of adverse market conditions, your
management feels more confident and self-assured. The core strength of the Company lies in its deep understanding of the
chemistry of crop chemicals and in its width, depth and effectiveness of field contact with farmers. Having regained its key
position in the domestic formulations market, the Company management is now looking for growth in two directions.
First, seeds business : this provides a growing future and your Company’s marketing reach is a valuable asset for success.
Second, international business : the Indian industry has international opportunities. Though the Company’s export
performance this year has seen a growth of 24%, your management believes there is scope for more growth. Both seeds
and international business will receive special attention as growth drivers for the future.
Acknowledgement
I wish to acknowledge the support received from shareholders, suppliers, commercial partners and employees during this
last year. Our independent Director, Sri V N Nadkarni, stepped down from the Board in March 2006 after almost two decades
of distinguished service to the Board and Company. We are most grateful to him for his wise counsel and also welcome
Director E. A. Kshirsagar to our Board.
Chairman
Mumbai
02 May 2006

RALLIS
RALLIS INDIA LIMITED

NOTICE OF MEETING
NOTICE is hereby given that the 58th Annual General Meeting of the Company will be held at Bombay House
Auditorium, Bombay House, Homi Mody Street, Mumbai 400 001, on Wednesday, the 31st May, 2006 at 4.00
p.m. to transact the following business:
1. To receive, consider and adopt the audited Profit and Loss Account for the year ended 31st March, 2006
and the Balance Sheet as at that date together with the Report of the Directors and that of the Auditors
thereon.
2. To declare a dividend on the 7.5% Cumulative Redeemable Preference Shares.
3. To declare a dividend on Equity Shares.
4. To appoint a Director in place of Mr. Homi R. Khusrokhan who retires by rotation and is eligible for re-
appointment.
5. To appoint a Director in place of Mr. Prasad R. Menon who retires by rotation and is eligible for re-
appointment.
6. To appoint Auditors and to fix their remuneration.
7. Appointment of Mr. E. A. Kshirsagar as a Director
To appoint a Director in the place of Mr. E. A. Kshirsagar who was appointed an Additional Director of the
Company by the Board of Directors with effect from 24th February, 2006 and who holds office upto the
date of this Annual General Meeting under Section 260 of the Companies Act, 1956 (‘the Act’) and Article
116 of the Articles of Association of the Company, but who is eligible for appointment and in respect of
whom the Company has received a notice in writing under Section 257 of the Act from a shareholder
proposing his candidature for the office of Director.
8. Re-appointment of Dr. V. S. Sohoni as Managing Director
To consider and, if thought fit, to pass with or without modification, the following Resolution as a Special
Resolution:
RESOLVED THAT pursuant to Sections 198, 269, 309, 310, 311 read with Schedule XIII and other applicable
provisions, if any, of the Companies Act, 1956 (‘the Act’) and subject to the approval of the Central
Government, if applicable, the Company hereby approves of the re-appointment and terms of remuneration
of Dr. Venkatrao S. Sohoni as the Managing Director of the Company with effect from 11th August, 2006 to
31st May, 2007 upon the terms and conditions as set out below and in the Explanatory Statement annexed
to the Notice convening this meeting, with liberty to the Board of Directors (hereinafter referred to as ‘the
Board’ which term shall be deemed to include any Committee of the Board constituted to exercise its
powers, including the powers conferred by this Resolution), to alter and vary the terms and conditions of
the said appointment, in such manner as may be agreed to between the Directors and Dr. Sohoni.
i Remuneration:
a) Salary:
In the scale of Rs.50,000 – Rs.4,00,000 per month, with authority to the Board to fix the salary
within the scale from time to time. The annual increment which will be effective 1st April 2007,
will be merit-based and take into account the Company’s performance.

b) Commission:
Such remuneration by way of commission, in addition to the salary and perquisites and allowances
payable, calculated with reference to the net profits of the Company in a particular financial year,
as may be determined by the Board of Directors of the Company at the end of each financial year,
subject to the overall ceilings stipulated in Sections 198 and 309 of the Act. The specific amount
payable to the Managing Director will be based on certain performance criteria to be laid down
by the Board and will be payable annually after the Annual Accounts have been approved by the
Board of Directors and adopted by the Members.
c) Benefits, Perquisites and Allowances:
(i) In addition to the salary, incentive remuneration, if any, and commission payable, the Managing
Director shall also be entitled to perquisites and allowances like accommodation (furnished
or otherwise) or house rent and maintenance allowances, in lieu thereof; together with
reimbursement of expenses or allowances for utilities such as gas, electricity, water, furnishings,
repairs, servants’ salaries; medical reimbursement; club fees and leave travel concession/
allowance for himself and his family; medical/ accident insurance and such other perquisites
and allowances in accordance with the Rules of the Company or as may be agreed to by the
Board and Dr. Sohoni; such perquisites and allowances will be subject to such overall ceiling
as may be fixed by the Board from time to time.
(ii) Company maintained car with driver for official and personal use.
(iii) Telecommunication facilities at residence.
(iv) Leave and encashment of unavailed leave as per the Rules of the Company.
(v) Dr. Sohoni shall not be a member of the Provident Fund, Superannuation and Gratuity Fund
during his tenure.
d) Incentive Remuneration:
At the end of his tenure, if the Board judges that Dr. Sohoni has achieved a successful turnaround
of profits, debtors and other parameters to be defined by the Remuneration Committee, then an
end-of-service incentive remuneration of upto Rs.62.50 lacs will be payable.
ii. Minimum Remuneration:
Notwithstanding anything to the contrary herein contained, where in any financial year during the
currency of the tenure of Dr. Sohoni, the Company has no profits or its profits are inadequate, the
Company will pay remuneration by way of salary, perquisites and allowances and incentive
remuneration as specified above.
RESOLVED FURTHER THAT the Board be and is hereby authorised to take all such steps as may be
necessary, proper and expedient to give effect to this Resolution.
Notes:
1. The Explanatory Statement, pursuant to Section 173 of the Companies Act, 1956 in respect of the business
under Item Nos.7 and 8 above is annexed hereto. The relevant details of Directors seeking re-appointment/
appointment under Item Nos.4, 5, 7 and 8 above, pursuant to Clause 49 of the Listing Agreements entered
into with the Stock Exchanges are also annexed.
2. The Register of Members and the Share Transfer Books of the Company will be closed from Tuesday,
16th May, 2006 to Wednesday, 31st May, 2006 (both days inclusive).
3. If dividend on preference shares and equity shares, as recommended by the Directors, is passed at the
Meeting, the payment of such dividend will be made on or after 1st June, 2006 to the shareholders whose

RALLIS
names are on the Company’s Register of Members on 16th May, 2006. The dividend in respect of shares
held in electronic form will be payable to the beneficial owners of the shares as on beginning of 16th May,
2006, as per details furnished by the Depositories for this purpose. In respect of preference shares, dividend
will be paid to the beneficial owners of the shares as on 31st May, 2006 (record date), as per details
furnished by the Depositories for this purpose.
4. As per the provisions of the Companies Act, 1956 facility for making nomination is available for the
shareholders in respect of the shares held by them. Nomination forms can be obtained from the Company’s
Registrars and Transfer Agents.
5. Pursuant to Section 205A of the Companies Act, 1956, all unclaimed/unpaid dividends upto the financial
year ended 31st March, 1995 have been transferred to the General Revenue Account of the Central
Government. Shareholders who have not yet encashed the dividend warrants for the said period are
requested to forward their claims in prescribed Form No. II under The Companies Unpaid Dividend (Transfer
to General Revenue Account of the Central Government) Rules, 1978 to –
Office of the Registrar of Companies,
CGO Complex,
A Wing, 2nd Floor,
Next to Reserve Bank Of India,
CBD, BELAPUR 400 614.
Shareholders are hereby informed that after the amendment of the Companies Act, 1956, w.e.f 31st October,
1998, the Company is obliged to transfer any money lying in the Unpaid Dividend Account, which remains
unpaid or unclaimed for a period of seven years from the date of such transfer to the Unpaid Dividend
Account, to the credit of Investor Education and Protection Fund (“the Fund”) established by the Central
Government. In accordance with Section 205C of the Companies Act, 1956, no claim shall lie against the
Company or Fund in respect of the amounts transferred to the Fund.
Members who have not yet encashed their dividend warrant(s) for the financial year ended 31st March,
1999 and subsequent years, are requested to make their claims to the Company, without any delay. It may
be noted that unpaid dividend for the financial year ended 31st March, 1999 is due for transfer to the Fund
on 1st October, 2006.
6. As an austerity measure, copies of the Annual Report will not be distributed at the Annual General Meeting.
Members are requested to bring their copies to the meeting.
7. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO
ATTEND AND VOTE IN HIS STEAD AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY.
By Order of the Board of Directors
P. S. MEHERHOMJI
Company Secretary
Dated: 17th April, 2006
Registered Office:
3 Dinshaw Vachha Road
Churchgate
Mumbai 400 020

EXPLANATORY STATEMENT PURSUANT TO
SECTION 173 OF THE COMPANIES ACT, 1956
Pursuant to Section 173 of the Companies Act, 1956 (‘the Act’), the following Explanatory Statement sets out all material
facts relating to the business mentioned under Item Nos. 7 and 8 of the accompanying Notice dated 17th April, 2006.
Item No.7:
Mr. E. A. Kshirsagar was appointed Additional Director of the Company with effect from 24th February, 2006 pursuant
to Section 260 of the Act and Article 116 of the Articles of Association of the Company. As such, Mr. Kshirsagar holds office
as Director upto the date of this Annual General Meeting and is eligible for appointment. Notice under Section 257 of the
Act has been received from a Member indicating her intention to propose Mr. Kshirsagar for the office of Director at the
forthcoming Annual General Meeting.
Mr. E. A. Kshirsagar is a Fellow Member of the Institute of Chartered Accountants, India and of the Institute of
Chartered Accountants, England and Wales. He was with the Management Consultancy Division of A. F. Ferguson from
1973 and was its Director-in-Charge from 1988 to 2004. His areas of specialization are Corporate Strategy & Structure,
Valuation, Feasibility Studies, Disinvestments and Mergers & Acquisitions, and he has conducted several assignments in
the above areas with Indian companies and multinationals and also for various Government bodies.
The Board considers it desirable to continue to receive the benefit of Mr. Kshirsagar’s advice and guidance and,
therefore, commends his appointment.
Mr. E. A. Kshirsagar is interested and concerned in the Resolution mentioned at Item No.7.
Item No.8:
Dr. Venkatrao S. Sohoni’s (Dr. Sohoni) term as Managing Director of the Company expires on 10th August, 2006. The
Board of Directors has, at its Meeting held on 17th April, 2006, re-appointed Dr. Sohoni as the Managing Director of the
Company with effect from 11th August, 2006 upto 31st May, 2007, subject to the approval of the shareholders and the
Central Government, if required.
The re-appointment of Dr. Sohoni as the Managing Director is pursuant to the provisions of Article 135 of the
Company’s Articles of Association and Sections 198, 269, 309, 310, 311 read with Schedule XIII and other applicable
provisions, if any, of the Act. Dr. Sohoni shall not, while he continues to be the Managing Director, be subject to retirement
by rotation pursuant to the provisions of Section 255 of the Act.
The shareholders had, while approving the appointment of Dr. Sohoni at the Annual General Meeting held on 18th
September, 2003, approved an end-of-service incentive remuneration of upto Rs.50 lakhs, payable at the end of his three
year term. Since Dr. Sohoni’s term is being extended upto 31st May, 2007, no incentive remuneration will be paid at the
end of the current term, which expires on 10th August, 2006. However, end-of-service incentive remuneration not exceeding
Rs.62.50 lakhs will be paid at the end of his tenure, i.e. 31st May, 2007, if the Board judges that Dr. Sohoni has achieved a
successful turnaround of profits, debtors and other parameters, as defined by the Remuneration Committee.
Besides the terms and conditions for payment of managerial remuneration as contained in the Resolution at Item
No.8, the other main terms and conditions relating to the re-appointment of Dr. Sohoni as Managing Director are given
below:
1. The terms and conditions of the said appointment may be altered and varied from time to time by the Board as it
may, in its discretion, deem fit, within the maximum amount payable to managing and whole-time directors in
accordance with Schedule XIII to the Act or any amendments made hereafter in this regard.
2. Dr. Sohoni shall, subject to the supervision and control of the Board of Directors, carry out such duties as may be
entrusted to him.
3. The Agreement may be terminated by either party giving the other party six months’ notice or the Company paying
six months’ remuneration in lieu thereof.
4. If at any time Dr. Sohoni ceases to be a Director of the Company for any cause whatsoever, he shall cease to be the
Managing Director. If at any time Dr. Sohoni ceases to be in the employment of the Company for any cause whatsoever,
he shall cease to be a Director of the Company. If at any time Dr. Sohoni ceases to be the Managing Director of the
Company for any cause whatsoever, he shall cease to be a Director of the Company.
5. Dr. Sohoni is appointed by virtue of his employment in the Company and his appointment is subject to the provisions
of Section 283(1)(l) of the Act.

RALLIS
6. Dr. Sohoni shall not be entitled to supplement his earnings under the Agreement with any buying or selling
commission. He shall not also become interested or otherwise concerned directly or through his wife and/ or minor
children in any selling agency of the Company without the prior approval of the Central Government.
7. Dr. Sohoni shall not have the following powers:
• The power to make calls on shareholders in respect of monies unpaid on shares in the Company.
• The power to issue debentures and
• The power to invest the funds of the Company in shares, stocks and securities.
Pursuant to the provisions of Sections 198, 269, 309, 310 and 311 and Schedule XIII and other applicable provisions of the
Act, the approval of the members in the General Meeting is required to be obtained for the appointment and the terms
of remuneration of Dr. Sohoni as the Managing Director and as set out in Item No.8 of the Notice.
Dr. Sohoni is concerned or interested in the Resolution mentioned at Item No.8 of the Notice.
This may also be treated as an abstract of the draft Agreement between the Company and Dr. Sohoni pursuant to Section
302 of the Act.
Subsequent to Dr. Sohoni’s appointment as Managing Director, the Company has seen considerable improvement in its
financial performance and has returned to the dividend list. The Board is of the opinion that it is in the interest of the
Company to continue to receive the benefit of his services and accordingly the Directors commend the Resolution at
Item No.8 for acceptance by the Members.
Additional information relevant for the approval of the remuneration payable to Dr. Venkatrao S. Sohoni, as per
Notification dated 16th January, 2002 issued by the Department of Company Affairs.
I. General Information:
(i) Nature of Industry: The Company is a manufacturer, trader and exporter of pesticides, plant growth nutrients
and seeds.
(ii) Date or expected date of commencement of commercial production: The Company was incorporated on 23rd
August, 1948.
(iii) In case of new companies, expected date of commencement of activities as per project approved by financial
institutions appearing in the prospectus: Not Applicable
(iv) Financial performance based on given indicators as per Audited Financial Results for the year ended 31st
March, 2006 and for the year ended 31st March, 2005.
Particulars For the Year ended For the Year ended
31.03.2006 31.03.2005
(Rs. in Crores) (Rs. in Crores)
Turnover and other income 630.35 594.41
Net profit/ (loss) as per Profit & Loss A/c 42.52 33.50
Excess of expenditure over income in so far as such

excess has not been deducted 110.05 147.02
Loss as computed under Section 309(5) read

with Section 198 of the Companies Act, 1956 62.90 110.05
(v) Export performance and foreign exchange earned:

a) For the financial year ended 31st March, 2006: Rs. 153.17 Crores
b) For the financial year ended 31st March, 2005: Rs.134.78 Crores
(vi) Foreign investments or collaborations, if any: Not Applicable
10

II. Information about the appointee:
(i) Background details: Dr. Sohoni is a B. Tech. (Hons.) from IIT Kharagpur and has a Ph.D in Information Systems
from IIT Mumbai. He has over 40 years’ of diverse experience in the Corporate Sector.
Dr. Sohoni has considerable experience in driving growth, building successful teams and increasing profits.
(ii) Past remuneration drawn (during 2005-06): Rs. 38.27 lakhs.
(iii) Recognition and Awards/ Achievements: Dr. Sohoni has been recognized as Market Company President of the
year, Asia Pacific Region, 2001 by Pharmacia India Pvt. Ltd.
(iv) Job Profile and Suitability: Dr. Sohoni exercises substantial powers of management, subject to the
superintendence, control and directions of the Board of Directors/ Chairman of the Company. He is responsible
for the operations and affairs of all the Divisions of the Company. Taking into consideration his qualifications
and expertise, Dr. Sohoni is best suited for the responsibilities assigned to him by the Board of Directors.
(v) Remuneration proposed:
Salary In the scale of Rs.50,000/- to Rs.4,00,000/- per month. Annual increment will be
merit based and effective 1st April, 2007.
Salary: Rs.2,20,000/- per month with effect from 1st April, 2006.
Commission At the discretion of the Board, based on certain performance criteria, within the
stipulated limits under the Act.
Perquisites & Allowances Perquisites and allowances like accommodation (furnished or otherwise) or house
rent and maintenance allowances, in lieu thereof; together with reimbursement
of expenses or allowances for utilities such as gas, electricity, water, furnishings,
repairs, servants’ salaries; medical reimbursement; club fees and leave travel
concession/ allowance for himself and his family; medical/ accident insurance and
such other perquisites and allowances in accordance with the Rules of the
Company or as may be agreed to by the Board of Directors and Dr. Sohoni; such
perquisites and allowances will be subject to such overall ceiling as may be fixed
by the Board of Directors from time to time.
Incentive Remuneration An end-of-service incentive of upto Rs.62.50 lakhs will be payable to Dr. Sohoni at
the end of his tenure, if the Board judges that Dr. Sohoni has achieved a successful
turnaround of profits.
Minimum Remuneration Salary, perquisites and allowances, incentive remuneration as mentioned above,
in case of inadequacy of but excluding commission
profits during any financial
year.
(vi) Comparative remuneration profile with respect to industry, size of the Company, profile of the position and
person (in case of expatriates the relevant details would be with respect to the country of his origin): The
remuneration proposed is commensurate with the remuneration packages paid to similar senior level appointees
in other companies.
(vii) Pecuniary relationship directly or indirectly with the Company or relationship with the managerial personnel, if
any: Besides the remuneration proposed, the Managing Director does not have any other pecuniary relationship
with the Company and its managerial personnel.
III. Other Information:
(i) Reasons for loss or inadequate profits:
The Company had incurred substantial operational losses during the period 2002 to 2004, mainly due to (a) the
crippling drought and low pest infestation in the country in 2002, resulting in the worst year for the domestic
pesticide industry in over two decades.
(b) the provisions which the Company had to make on account of supplemental payments on retirement,
advances to subsidiaries and other provisions.
11

RALLIS
(c) the Company also had to absorb the losses of the subsidiaries, on their merger with the Company, which
also contributed to the losses.
(ii) Steps taken or proposed to be taken for improvement:
The Company has taken the following steps for improvement in performance during the past three years:
a) Sharper focus on Big Scale Cost Reduction
b) Improved market servicing and customer interaction
c) Dealer rationalization and emphasis on collections
d) Emphasis on cash management and restructuring the balance sheet
e) Energizing all employees in the Turnaround Plan of the Company
(iii) Expected increase in productivity and profits in measurable terms: The above steps taken by the Company
resulted in an improvement in the financial performance of the Company during the year 2004-05, which
has continued during the year 2005-06. During 2005-06, the Company has made a Profit Before Tax of
Rs. 44.54 Crores and a net profit of Rs. 42.52 Crores. The improvement is expected to continue in the current
year and beyond.
By Order of the Board of Directors

P. S. MEHERHOMJI
Company Secretary
Dated: 17th April, 2006
Registered Office:
Churchgate
Mumbai 400 020
12

Details of Directors seeking appointment/re-appointment in the forthcoming
Annual General Meeting
(Pursuant to Clause 49 of the Listing Agreement)
Name of Director Mr. Homi R. Khusrokhan Mr. Prasad R. Menon Mr. E. A. Kshirsagar Dr. Venkatrao S. Sohoni
Date of Birth 15.12.1943 23.01.1946 10.09.1941 28.05.1942
Date of Appointment 24.03.2003 24.03.2003 24.02.2006 24.03.2003
Expertise in specific Wide experience and Wide experience in Chemicals, Wide experience in Corporate Wide experience in
functional areas knowledge in modern Agrochemicals and Fertilizers Strategy & Structure, Valuation, Agrochemical and
management and accounting Industries Feasibility Studies, Pharmaceutical businesses.
techniques. Disinvestments/ Proven record for ensuring
Mergers & Acquisitions. growth, building business
and rejuvenating organizations.
Qualifications B. Com (Hons.), Chartered Accountant, B. Tech. (Chemical), Fellow Member of the B. Tech. (Hons.), IIT (Kharagpur),
M. Sc. (Econ.) from London School of IIT (Kharagpur) Institute of Chartered Ph.D. IIT Mumbai
Economics & Political Science Accountants, India and of
the Institute of Chartered
Accountants, England and
Wales.
No. of Shares held Nil Nil Nil Nil

in the Company
List of PUBLIC COMPANIES PUBLIC COMPANIES PUBLIC COMPANIES PUBLIC COMPANIES

companies in which 1. Tata Chemicals Ltd. 1. Tata Chemicals Ltd. 1. Rallis India Ltd. 1. Fulford (India) Ltd.
Directorship held 2. Rallis India Ltd. — Managing Director 2. Ashok Leyland Ltd. — Chairman
2. Rallis India Ltd. 3. Batliboi Ltd. 2. Rallis India Ltd.
3. Tata Projects Ltd. 4. HCL Infosystems Ltd. — Managing Director
PRIVATE COMPANIES 4. Tata Services Ltd. 5. JM Financial Ltd.
1. Advinus Therapeutics Pvt. Ltd. 5. Tata Industries Ltd.
6. Chemical Terminal PRIVATE COMPANIES PRIVATE COMPANIES
OVERSEAS COMPANIES Trombay Ltd. 1. Manipal Universal 1. Advinus Therapeutics
1. Indo Maroc Phosphore S.A., 7. The Magadi Soda Learning Pvt. Ltd. Pvt. Ltd.
Morocco Company Ltd. 2. Tribune Corporate &
2. Homefield International Pvt. Investment Advisory
Ltd., Mauritius. OVERSEAS COMPANIES Services Pvt. Ltd.
3. Homefield U.K. Pvt. Ltd. 1. Indo Maroc Phosphore S.A.,
Morocco
2. Brunner Mond Group Ltd.,
U.K.
Chairman/Member 1. Rallis India Ltd. 1. Tata Chemicals Ltd. 1. Rallis India Ltd. 1. Rallis India Ltd.
of the Mandatory — Audit Committee — Shareholders’/Investors’ — Audit Committee — Shareholders’/
Committees of the Grievance Committee (Chairman) Investors’ Grievance
Board of the 2. Tata Services Ltd. 2. Ashok Leyland Ltd. Committee
Companies on — Audit Committee — Audit Committee 2. Fulford (India) Ltd.
which he is (Chairman) — Audit Committee
a Director 3. HCL Infosystems Ltd.
— Audit Committee
(Chairman)
— Shareholders’/
Investors’ Grievance
Committee
4. Batliboi Ltd.
— Audit Committee
5. JM Financial Ltd.
— Audit Committee
13

RALLIS
DIRECTORS’ REPORT
TO THE MEMBERS OF RALLIS INDIA LIMITED
The Directors hereby present their Fifty-eighth Annual Report on the business and operations of the Company and the
financial accounts for the year ended 31st March, 2006.
FINANCIAL RESULTS
Rs. Crores
2005-06 2004-05
Sales 591.35 541.09
Other Income 39.00 53.32
630.35 594.41
Profit/ (-) Loss before Interest,
Depreciation and Tax 69.70 64.76
Interest (8.41) (14.49)
Depreciation (16.75) (16.11)
Profit/ (-) Loss before Tax 44.54 34.16
Provision for Tax (3.59) (0.68)
Fringe Benefit Tax (1.78) —
Deferred Tax 3.36 —
Tax Provision written back — 0.02
Profit/ (-) Loss after Tax 42.52 33.50
Balance of Profit brought forward from previous year 8.13 (75.58)
Transfer from Share Premium — 11.82
Transfer from Capital Redemption Reserve — 35.00
50.65 4.74
Appropriations
Transfer from/(to) General Reserve (4.25) 13.39
Proposed Preference Dividend (including arrears) (6.60) (7.65)
Income tax on Preference Dividend (1.00) (1.00)
Proposed Equity Dividend (4.79) (1.20)
Income tax on Equity Dividend (0.68) (0.15)
Balance Profit/(-) Loss carried forward to Balance Sheet 33.32 8.13
DIVIDEND
The Directors are pleased to recommend a dividend of 40% on the Equity Shares of the Company (Previous year 10%).
Dividend is also recommended on the 7.5%, Cumulative Redeemable Preference Shares of the Company.
COMPANY PERFORMANCE
The financial year ended with a net profit of Rs. 42.52 Crores, as against a net profit of Rs. 33.50 Crores in the previous year.
14

OPERATIONS
Pesticides
The domestic pesticides business has shown a modest growth in 2005-06, during a year which saw a significant reduction
in sales for the Industry. Growth in Fungicides segments remains higher than the industry average. The Company also
grew in herbicides product segments, despite erosion in the wheat herbicides prices.
Following the significant growth during the year 2004-05, the Domestic Institutional Business sustained a growth during
the year 2005-06. This was achieved inspite of a value erosion on most of the products in the market. The Company
maintained its market share in all own manufactured products, realizing a price premium over market average price.
International Business achieved an export turnover of Rs.150 Crores during 2005-06, representing an increase of 24%
over the previous year, inspite of degrowth of exports of pesticides from India. The growth came from new registrations
and expansion into new geographies in Africa and Latin America. Alliances with global players also gave increased
volumes for metconazole, hexaconazole, pendimethalin and acephate.
Agro-Inputs
The Company is focusing on plant growth nutrient products which help the farmers to add value and realize higher price
for their produce by improving its quality. The Company’s initiative in streamlining this activity by phasing out products
with low gross contribution, emphasis on branding and market development has yielded desired results. “Solubor” is well
established and is one of the top brands in this segment.
The Company has established an agreement with Nuziveedu Seeds Limited, the market leader in cotton seeds, for
marketing of Bt cotton seed. The Company plans to provide crop management advisory services to the farmers along
with quality seeds carrying biotechnology traits, so as to maximize the benefits of genetics, biotechnology and crop
protection technology, which are presented as a comprehensive package.
During 2005-06, the focus of the Company was to deal in select products, viz. paddy, maize and cotton, and establish a
platform for growth in these crops through addition of products sourced from companies which are strong in breeding
and research.
Leather Chemicals
Sales were affected due to shortage of raw hides and skins in the second half of 2005. During the year, sales structure was
reorganized and modified review systems were implemented. Continued focus on reduction of inventories, customer
outstanding and fixed costs gave positive results.
Knowledge Services Business
The Company completed the transfer of its Knowledge Services Business, including the Research & Development Centre
at Bangalore, to Advinus Therapeutics Pvt. Ltd., during the year.
Subsequent to the transfer, Rallis is conducting its own essential support activities related to agro-chem development
work, namely field trials, formulation development and new product registration, out of one of its existing manufacturing
locations. A new Development Centre has been established already.
Research & Development
The Company’s initiative of New Product Development (NPD) has identified several new products to be developed and
introduced in the next 5 to 8 years.
The new Development Centre continues to improve processes for manufacture of existing technical pesticides and
intermediates by de-bottlenecking, improved throughput and reduced effluent load. Further work on formulation
development enabled introduction of bioefficacy enhanced, user- and eco-friendly products.
During the year, the CSIR funded project entitled “Development of Novel Fungicides”, under the “New Millennium Indian
Technology Leadership Initiative (NMITLI)”, has shown progress by way of developing more than 200 products, from
which four lead molecules have been identified for further development.
15

RALLIS
The Company’s R&D Centre at Bangalore was transferred to Advinus Therapeutics Pvt. Ltd. Consequently, a new
Development Centre has been established. All the research and development work, including NMITLI and NPDI, is being
carried out at this new location. All the regulatory studies required for obtaining the registrations are being outsourced
through Advinus Therapeutics Pvt. Ltd and other government and private institutions.
Taxation
In accordance with the Accounting Standard AS -22 accounting for taxes on income, deferred tax asset amounting to
Rs. 36.03 Crores is not recognized in view of uncertainty of its reversals in the future.
INDUSTRIAL RELATIONS
Harmonious industrial relations prevailed at all Units of the Company during 2005-06. The long term agreements with
unions in the three major factories, viz. Patancheru, Ankleshwar and Turbhe are expiring in 2006. New Agreements will be
discussed and put in place during the year.
The overall manpower of the Company reduced from 1250 to 1096 during the year.
As a part of the continuous efforts towards manpower rationalization, a Voluntary Separation Scheme was introduced
under which 30 employees separated from the Company.
DIRECTORS
Mr. E. A. Kshirsagar was appointed as an Additional Director of the Company with effect from 24th February, 2006.
Pursuant to Section 260 of the Companies Act, 1956 and Article 116 of the Articles of Association of the Company, Mr.
Kshirsagar vacates office and is eligible for appointment.
Mr. V. N. Nadkarni has stepped down from the Board at the end of March 2006. The Directors place on record their
appreciation of the valuable services rendered by Mr. Nadkarni during his tenure as the Director of your Company.
Dr. Venkatrao S. Sohoni’s term as Managing Director of the Company expires on 10th August, 2006. The Board has
decided to renew his term upto 31st May, 2007, subject to the approval of the Shareholders at the Annual General
Meeting of the Company. Members are requested to refer to Item No.8 in the Notice of the Annual General Meeting for
the terms of appointment and remuneration of Dr. Sohoni.
In accordance with Article 112(2) of the Articles of Association of the Company, Mr. Homi R. Khusrokhan and Mr. Prasad R.
Menon retire and are eligible for re-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 and of the profit of the Company for that
period;
(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.
CORPORATE GOVERNANCE AND INTERNAL AUDIT
The Board and its various sub committees have taken steps to further strengthen the framework of Corporate Governance
and Internal Audit in the Company during the year. The Audit Committee and the Board were very active in discussing
16

reports of both the internal auditors and the statutory auditors and advising on and monitoring the implementation of
their recommendations.
The further strengthening of the Enterprise Resource Planning system SAP, in terms of improving its internal controls,
functionalities and usage have led to a significant improvement in providing more timely and accurate data for accounting,
operations improvement, management information and auditing.
The conducting of internal audits by a single large firm of internal auditors, under the direction of the Chief Internal
Auditor, for the second year in succession, has further helped in streamlining and standardizing the internal auditing
processes and has resulted in many value-added recommendations, and sharing of industry best-practices. Internal
audits were conducted across all major business areas, key processes and locations as per the approved risk-based
internal audit plan for the year.
To strengthen the internal controls in the SAP system, the recommendations arising out of a post-implementation
controls review of SAP and its authorization controls have been implemented. The priority given by Management for
good governance coupled with all the steps taken as above have supported the improving trend of internal controls
during the year.
The Ethics and Compliance Committee of the Board has overseen the implementation of business ethics in the Company
with employees and business associates, under the Tata Code of Conduct, besides fulfilling its responsibility of overseeing
the implementation of the Code of Conduct for Prevention of Insider Trading. Effective 1st April, 2005 the Company has
effectively deployed a ‘Whistle Blower’ policy as per the provisions of the amended Clause 49 of the Listing Agreement of
the Stock Exchange. Various organization-wide activities like workshops and surveys conducted during the implementation
of the enterprise risk-management and internal controls certification exercises have heightened the awareness and
training on risks and controls and have helped the improvement in the internal control system of the Company.
A Report on Corporate Governance, as required under Clause 49 of the Listing Agreement is annexed.
AUDITORS
At the Annual General Meeting, members will be required to appoint Auditors for the current year and fix their
remuneration. M/s. S. B. Billimoria & Co., the existing Auditors have furnished a certificate regarding their eligibility for re-
appointment. The Directors recommend that they be re-appointed as Auditors of the Company for the current year.
COST AUDITORS
Pursuant to the directives of the Central Government under the provisions of Section 233B of the Companies Act, 1956
qualified Cost Auditors have been appointed to conduct Cost Audits relating to Insecticides (Technical Grade and
Formulations) and Fertilizers of the Agrochemicals Division of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
As required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the
Report of Directors) Rules, 1988, the information relating to conservation of energy, technology absorption and foreign
exchange earnings and outgo is annexed.
PARTICULARS OF EMPLOYEES
In accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975 as amended, the statement giving the required information of the employees covered by this
section of the Act is given in the Annexure forming part of this Report.
ACKNOWLEDGEMENT
Your Directors acknowledge the continued co-operation and support received by the Company during the year from its
employees, bankers, financial institutions and business partners. The Board would also like to acknowledge the continued
support and guidance from the Tata Group.
On behalf of the Board of Directors
R. GOPALAKRISHNAN
Chairman
Mumbai, 17th April, 2006.
17

RALLIS
ANNEXURE TO THE DIRECTORS’ REPORT

(Under Section 217(1)(e) of the Companies Act, 1956)
Disclosures
A. CONSERVATION OF ENERGY
a) Energy Conservation Measures Taken:
The projects rolled out under TPM (Total Productive Maintenance) initiative continued to bring in increased
impetus by way of savings through usage of six sigma tool as the main driver at the hands of Black and Green
belt champions. Energy management is a pillar activity at the units driven and monitored by a Corporate Pillar
Champion. Increased market demand for in-house produced technical products was met by achieving improved
cycle time coupled with effective integration of various support processes without substantial capital expenditure.
This approach of economy of scale resulted in high plant utilization which in turn has contributed to reduction
in per unit of consumption of inputs in relation to the outputs.
b) Additional Investments and Proposals, if any, being implemented for reduction of Energy Consumption:
The Company is installing a captive power plant in one of its Units, at an estimated cost of Rs.3.83 Crores, which
is expected to result in reduction of per unit cost of consumption by almost 35%, resulting in a cost reduction
of approximately Rs.1 Crore. Replacement of high energy consuming fittings/ appliances with modern energy
efficient ones that can contribute substantially on reduction of energy consumption is an ongoing activity
across all the units. Modernization of the plants was done with process improvement, capacity enhancement
and automation for reducing variability in operation.
c) Impact of the measures at (a) and (b) for reduction of Energy Consumption and consequent impact on
the Cost of Production:
The energy conservation measures have improved efficiency and lowered energy consumption per unit of
output, thereby contributing in reducing the cost of production compared to the previous year.
d) Total energy consumption and energy consumption per unit of production as per Form A:
FORM ‘A’
DISCLOSURE OF PARTICULARS WITH REGARD TO CONSERVATION OF ENERGY
a) Power and Fuel Consumption
2005-2006 2004-2005
Agro- Chemicals Agro-Chemicals
1. Electricity
a) Purchased
Unit In lacs of kwh 2,41.58 2,60.44
Total amount Rs. Lacs 9,62.85 10,74.85
Rate/ Unit Rs. 3.99 4.13
b) Own Generation
through Diesel
generator
Unit In lacs of kwh 15.01 13.11
Unit per litre of Diesel oil kwh 3.10 3.07
Cost/ Unit Rs. 10.10 6.75
2. Furnace Oil
Quantity Kl 3,980.30 3,491.21
Total Amount Rs. Lacs 5,93.96 4,12.22
Av. Rate/litre Rs. 14.92 11.95
18

2005-2006 2004-2005
Agro- Chemicals Agro-Chemicals
3. Others/Internal
Generation
(Light Diesel Oil)
Quantity Kl 404.84 485.87
Total Cost Rs. Lacs 114.82 103.52
Rate/ Unit Rs. 28.26 21.31
(High SpeedDiesel)
Quantity Kl 139.10 105.09
Total Cost Rs. Lacs 38.60 28.31
Rate/ Unit Rs. 27.75 26.94
4. Gas
Quantity M3 17,57,176 17,21,340
Cost Rs. Lacs 156.19 139.94
Rate/m3 Rs. 8.89 8.13
b) Consumption per unit of production
Even though demand and supply equilibrium had improved compared to that of previous year, we could sustain the
energy consumption per unit of production with that of the previous year with main contribution effected by
energy conservation measures, inspite of negative impact from many other factors that were beyond our control.
B. TECHNOLOGY ABSORPTION
FORM ‘B’
Research and Development (R & D)
1. Specific areas in which R & D is carried out by the Company:
Chemical synthesis/ process development of new products in the areas of agrochemicals was carried out.
Through ‘Design of Experiments’ (DOE), process improvement and cycle time reduction were undertaken in the
manufacture of existing products. Safety, Health and Environment (SHE) issues were given special emphasis in
the process development work.
New formulation development work was undertaken with specific objective of preparing products with enhanced
bioefficacy and increased safety to end-user. Development of eco-friendly products was given special attention.
Several eco-friendly formulations are under various stages of development. Efforts continued on developing
cost-effective packaging with minimal environmental impact.
2. Benefits derived as a result of above R & D:
i) Four new product registrations were obtained and three products were launched in the market and three
along with alliance partners.
ii) Process improvement work on two products has resulted in cost reduction in existing products as well as
in waste reduction.
iii) One eco-friendly dust free granular formulation was introduced during the year.
iv) New type of packing was introduced during the year, resulting in savings.
3. Future Plan of Action:
The Company’s initiative of New Product Development (NPD) process had identified several new products to be
developed during the next 5 to 8 years. Several products are at various stages of development. Improvement
plans for existing products are also underway with an objective of cost reduction and being competitive in the
market.
19

RALLIS
4. Expenditure on R & D:
Rs. Crores
2005-06 2004-05
Capital expenditure 0.15 0.89
Revenue expenditure 7.99 8.94
8.14 9.83
Total R&D expenditure as a percentage of total turnover 1.38% 1.82%

5. Technology Absorption, Adaptation and Innovation
a) The introduction of New Product Development (NPD) process resulted in obtaining registration for four
new products, of which two products were commercialized.
b) Process improvements in existing products resulted in better productivity, efficiency and quality.
c) Product improvements have and will continue to result in improved productivity and cost reduction and
this will result in improving the profitability of the Company.
d) A new initiative for development of novel fungicides has been taken up through CSIR’s New Millennium
Indian Technology Leadership Initiative (NMITLI). Of the 200 molecules synthesized, four lead molecules
have been confirmed.
e) There is no import of technology during the last 5 years.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
Total Foreign Exchange used and earned
Rs. Crores
2005-06 2004-05
1. Foreign Exchange Earned 153.17 134.78
2. Outgo of Foreign Exchange 113.85 98.20
3. Remittances of Dividends (Net) 0.05 -
20

MANAGEMENT DISCUSSION AND ANALYSIS
INDUSTRY STRUCTURE AND DEVELOPMENTS
After gaining double digit growth in the year 2004, the global agrochemical market remained almost static during 2005.
Increased planting of GM crops and drought in South American countries and Australia, as well as lack of pest and
disease incidence in several markets, hampered the growth in 2005. There was also a reduction in selling prices for
several key molecules.
The Indian agrochemical industry experienced a market shrinkage during the year 2005-06, after two consecutive growth
years in 2003-04 and 2004-05.
The south west monsoon arrived late over peninsular and eastern India, but early over north western parts. The distribution
of rainfall was unfavorable with excess rains in the critical markets of Andhra Pradesh, Karnataka, Punjab and Central
India. Continuous rains resulted in long pest free crop scenario and inability of growers to undertake pesticides sprays
against pests and diseases. Cyclonic rains in coastal Andhra Pradesh in October 2005 adversely impacted the yield of
standing paddy crop and completely washed out the re sown chili crop.
Acreage under Bt cotton cultivation increased in all the cotton growing areas. The minimal infestation of cotton bollworm
pest, which alone contributes to about a third of total insecticides market, resulted in the volume reduction of sales of
molecules introduced in the recent past and also the traditional organophosphates and synthetic pyrethroids in 2005-06.
However, normal cotton acreage under hybrid, increased Bt cultivation, good cotton prices and emergence of Spodoptera
as a new pest segment, resulted in higher consumption products like Neonicotinoids and Spodoptera Molecules. Good
water availability in paddy belt also resulted in high disease infestation in the paddy crop and fungicides sales increased.
Poor economics for the Kharif paddy crop impacted farmers’ purchasing ability in Rabi adversely, whereas extended
foggy weather in winter destroyed the potato crop in UP, Bihar and West Bengal, resulting in lower consumption of late
blight control molecules.
The Industry faced unforeseen and unprecedented decline in the prices of some of the wheat herbicides and newer
chemistry products like Acetamiprid, Imidacloprid, Lambda Cyhalothrin due to increased availability from low cost sources.
In order to improve profitability, agrochemical companies are reinventing the entire supply chain and developing more
cost effective ways for reaching the Indian farmers and generating demand.
The drivers of growth of the Pesticides Industry in 2006-07 would be normal monsoon throughout the country and
increased acreages under cotton, paddy and chillies as well as the pest incidence.
Rallis’ overall performance
The financial year ended with a net profit of Rs. 42.52 Crores, as against a net profit of Rs.33.50 Crores in the previous year.
Segment-wise performance
(1) Pesticides:
a) Domestic formulations’ business:
The Company’s domestic pesticides business has shown a small growth in 2005-06 inspite of a decline in the
size of the industry as a whole. Excessive rains in most parts of the country coupled with non appearance of
Heliothis pest in cotton resulted in the reduced sales of heliothis controlling products, Organophosphates and
Pyrethroids. The overall insecticide segments were maintained by the Company at the last year’s level by
introduction of Spodoptera control molecules and an increased acceptance of Cotton Sucking Pests control
products during the year.
Growth in Fungicides segment remains higher than the industry average, due to strengthening of the flagship
brand “Contaf” in Paddy segments through sustained brand promotional efforts.
Despite price erosion in wheat herbicides market, the Company grew in herbicides product segment, through
sales volume improvements of “Fateh” in North Indian wheat market, by undertaking innovative demand
21

RALLIS
generation campaigns. Intensive developmental work of “Tata Metri” in sugarcane was also successful in
generating higher volumes of sales.
In 2006-07, the Company will continue its marketing efforts to generate demand through “Dr. Vishwas” campaign,
promising crop protection solutions from sowing to harvest, intensive farmer contact, farmers’ help line and call
centre to improve the service level, focus group discussions for greater understanding of the farmers’ needs and
expectations and innovative individual brand promotions through media. These will help significantly in brand
building and service differentiation.
Partnering with the distribution network through their participation in business planning, formation of retailer’s
club will ensure support from the trade to increase the reach and penetration in the market place.
b) Institutional Business:
After a significant growth during the year 2004-05, Domestic Institutional Business grew further during the year
2005-06. The growth was achieved inspite of value erosion on most of the products. The Company has been
able to maintain a market share in all own manufactured products with a price premium.
Seed Treatment Chemicals also got a boost during the year due to increased competition among the seed
producers and the need for differentiating the seed quality and exploiting the opportunity of increased acreage
under Bt. Cotton.
Major challenge for Institutional Business is to meet competition from low cost sources and indigenous
manufacturers.
c) International Business:
International Business achieved an export turnover of Rs.150 Crores during 2005-06, representing an increase of
24% over the previous year, inspite of degrowth of exports of pesticides from India. The growth came from new
registrations and expansion into new geographies in Africa and Latin America. Alliances with global players also
gave increased volumes for metconazole, hexaconazole, pendimethalin and acephate.
(2) Agro-Inputs:
a) Plant Growth nutrients:
With an increased emphasis on export of agricultural produce, and consumers becoming quality conscious,
there is a greater awareness among the farmers in growing better quality produce. Having identified this trend,
the Company is focusing on sales of plant growth nutrient products which help the farmers to add value and
realize higher price for their produce by improving its quality.
The Company’s initiative in streamlining this activity by phasing out products with low gross contribution,
emphasis on branding and market development has yielded desired results. “Solubor” is well established and is
one of the top brands in this segment.
b) Seeds:
The area under Bt cotton is increasing in India. The Company has entered into an agreement with Nuziveedu
Seeds Limited, the market leader in cotton seeds, for marketing of Bt cotton seed. This association will benefit
the Indian cotton farmers by way of timely availability of vital input, viz. quality seeds. The Company provides
crop management advisory services to the farmers along with quality seeds carrying biotechnology traits, so as
to maximize the benefits of genetics, biotechnology and crop protection technology being made available as a
comprehensive package.
Seed is the vehicle for input/ output traits and the development of new varieties will drive future growth in
agri-inputs business. During 2005-06, the focus of the Company was to deal in select products, viz. paddy, maize
and cotton, and establish a platform for growth in these crops through addition of products sourced from
companies which are strong in breeding and research of these crops.
22

(3) Others:
a) Leather Chemicals:
Sales were affected due to shortage of raw hides and skins in second half of 2005. Forestal agency, major player
in our operation, faced dry production season in Zimbabwe and shipments were delayed at Durban due to
transshipment bottleneck. Myrobalan exports were affected as buyers could not absorb additional costs of
processing and turned to cheaper source from Turkey.
During the year, sales structure was reorganized and modified review systems were implemented. Continued
focus on reduction of inventories, customer outstanding and fixed costs gave positive results. The Company’s
technical strength and various types of leather chemicals application on leather were successfully displayed at
India International Trade Fair, Chennai in early February 2006. This has evoked excellent response from the
trade.
b) Knowledge Services Business:
The Company completed the transfer of its Knowledge Services Business, including the Research & Development
Centre at Bangalore, to Advinus Therapeutics Pvt. Ltd., during the year.
Subsequent to the transfer, Rallis is conducting its own essential support activities related to agro-chem
development work, namely field trials, formulation development and new product registration, out of one of its
existing manufacturing locations. A new Development Centre has been established already.
OPPORTUNITIES AND OUTLOOK
Growing acceptance of Bt cotton and better availability of Bt varieties due to more approvals from GEAC is opening up
opportunities for more consumption of sucking pest insecticides and seed treatment chemicals. The Company is strongest
in its portfolio of sucking pest insecticides and seed treatment of Bt cotton.
Spodoptera in Bt cotton is an emerging pest segment and in order to enhance and broad base the Spodoptera control
product portfolio, the Company has entered into an strategic alliance with Makhteshim Agan, Israel to market the
product “Novaluron” in its own brand name from the 2006 cotton season.
Due to the growing acceptance of Bt cotton varieties, the Company has also started the sourcing and marketing of
Bt cotton seeds. An alliance with Nuziveedu Seed Company, a major player in hybrid and Bt cotton seed market, has been
established for this purpose.
Plant Growth Nutrients shall continue gaining more usage for better nutritional requirements of the Bt cotton crop and
for improving the quality of agricultural produce.
RISKS, CONCERNS AND THREATS
Timing of Monsoon arrival and its distribution over the crop period is crucial. An erratic monsoon, such as the one
witnessed by the country during 2005-06, constitutes a risk, as low or excess rainfall over any area adversely affects the
agricultural scenario including the pest infestation.
Carry over inventories in the distribution network, availability of low cost materials from alternative sources may put
pressure on price realization. The price erosion witnessed by the Industry during 2005-06 seems to have plateaued, but
some adverse effects of the same cannot be ruled out in the coming year.
Commodity prices realized by the farmers determine their ability to invest in agricultural inputs and in the case of some
cash crops, this is a significant variable.
23

RALLIS
Initiatives taken during 2005-06

Marketing and Sales:
During the year under review, the Company took the following major initiatives to promote key brands and increase
competitiveness in the market:
Addition of 3 Spodoptera control products, 2 fungicides for fruits and vegetables and 1 wheat herbicide.
Emphasis on increased personal contact with farmers at villages by providing mobility to sales force.
Partnering with trade channel members by involving them in business planning and sales promotions campaigns.
Increased training inputs to the field force on selling and negotiating skills.
Institutionalization of “Kshetra Ratna” award for increased emphasis on Zonal Profit Centre Concept.
Marketing of branded Bt cotton seed.
Research & Development (R&D):
During the year 2005-06, the Company’s Research and Development efforts, through its New Product Development
(NPD) process, enabled obtaining registrations for 4 new products. Dossiers for the registration of few more products
have been submitted to the Central Insecticides Board. More than seventy five dossiers were prepared for the registration
of various products overseas.
During 2005-06, new products, viz. Prabhaav 5% SG, TEG and Koranda 505 EC were launched in the market along with
Company’s Alliance Partners and/ or through its own R&D efforts. These new products were well received by the farming
community and have contributed significantly to the turnover during 2005-06.
Process improvement to increase purity and yield has resulted in cost reduction of two products.
The prestigious New Millennium Indian Technology Leadership Initiative (NMITLI) project sponsored by CSIR, GOI for
developing a novel fungicide based on target identification and molecular design through bio-informatics, chemo-
informatics has resulted in the identification of four lead molecules, which will be taken up for further development.
Renewal of registration for the manufacture of various Tracel (Multi-micronutrient mixture) formulations and formulation
of completely water-soluble solid fertilizer for fertigation in floriculture and other crops were obtained.
The Company’s R&D Centre at Bangalore was transferred to Advinus Therapeutics Pvt. Ltd. Consequently, the R&D effort
of Rallis has been re-established at Patancheru, A.P. All the research and development work, including NMITLI and NPDI is
being carried out at this location. All the regulatory studies required for obtaining the registrations are being outsourced
through Advinus Therapeutics Pvt. Ltd and other government and private institutions.
The “Innogate” process launched by the Company ensured continuous flow of ideas for new products and improved
processes and this will be given increased momentum in future.
Safety, Health & Environment (SHE):
There was a considerable improvement in the Safety, Health and Environment performance of the Company, with zero
reportable accidents and occupational health illness and also considerable reduction in the number of non reportable
accidents. “Near miss” reporting, followed by action plan implementation for mitigation of unsafe act/ condition has
contributed to accident reduction in the year. The Company is striving to achieve the status of ‘zero accident by choice’.
Occupational Health and Safety (OH&S) Management System of all basic manufacturing units have been certified under
OHSAS 18001:1999 specification and the certification process is underway at Akola formulation facility. This process has
helped in identifying all the OH&S associated hazards and evaluating risks, followed by deriving control measures to
reduce risks to acceptable levels. Keeping up the pursuit for implementation of best practices in safety and health at the
working environment across the Company, Turbhe and Ankleshwar units have been added along with units at Lote and
Patancheru, that were awarded 4 star and 3 star rating respectively by British Safety Council (BSC) in the previous year. All
four units are in the process of ensuring sustainability of good practices so as to face BSC audit next year.
Environment Management System at all locations has been certified under ISO 14001: 2004 based on the concepts of
sustainable development, continual improvement and regulatory compliance, ensuring aspect-impact assessment.
24

Up-gradation of hardware of environment management system was done to meet the challenge of change of stipulated
standards on account of statutory amendments. The Company honours global issues and contributed by way of
conservation of natural resources and reduction in air emissions of concern under Montreal Protocol and Kyoto Protocol.
Global Compact Principles have been adopted into our way of operations and communication to that effect has been filed.
Corporate Sustainability Report (CSR) for the year 2004-05 has been prepared in conformance to Global Reporting
Initiative guidelines on economic, environmental and social (triple bottom line reporting) performance of the Company
and has been made accessible to the stakeholders.
The Company has ensured full compliance across all the units to the Charter on Corporate Responsibility for Environmental
Protection (CREP), a charter signed with the Ministry of Environment & Forest, Government of India.
Our commitment to safety and health of our employees and protection of environment, within and without, brought in
laurels to the Company by way of awards and accolades. Lote unit won the National Safety Award 2004 (Ministry of
Labour & Employment, Government of India) and Special Commendation Certificate for Environment Management from
Institute of Directors. Ankleshwar unit bagged first rank in Rotary Safety & Environment Shield Competition organized for
the industrial clusters of Ankleshwar and Dahej and also third prize in the large scale industrial category for ‘Gujarat Gas
Safety Award’.
INTERNAL CONTROLS SYSTEMS AND ADEQUACY
For the second year running, all the internal audits in the Company were conducted by a single large outsourced firm of
internal auditors, under the guidance of the Chief Internal Auditor and his small group of highly experienced and
qualified staff. This has led to adequate and effective audit coverage, streamlining and standardizing of the internal
auditing processes including auditing through SAP, and adoption of many value-added audit recommendations and
industry best-practices. Internal audits were conducted with a wide coverage across all major business areas, key processes
and locations as per the approved risk-based annual audit plan. Besides internal audits, the internal audit department
also guided the internal control consulting effort in many areas of the Company. To strengthen the controls in the SAP
system, a post-implementation controls review of SAP and its authorization controls was conducted, and the
recommendations of this review have been implemented with the help of the business process owners, the IT department
and Internal Audit department. A strong controls environment, enterprise risk-management framework, strong control
techniques, good information and communication systems with the help of SAP and other IT systems, and vigorous
monitoring of controls by Internal Audit, Management and the Audit Committee/ Board of Directors have resulted in a
mature and effective internal controls system in the Company.
HUMAN RESOURCES
The HR Initiatives undertaken during the year were:
Streamlining and enriching Performance Management System
Introduction of new Incentive Scheme for Manufacturing teams
Streamlining the Incentive Scheme for Sales & Marketing teams
Introduction of Reward & Recognition System under the banner of Shukriya
Transition to CTC-based compensation structure for Management Staff
Employee Engagement Survey
Remuneration Survey
Diagnostic Study by Focused Group Discussion
Work Level exercise for senior executive positions
Increased communication by Executive Committee members to all employees.
Regular Ralliround, TGIF, Factory Days
Training programmes for all functions
Preparation of HR Manual
Manpower Rationalization
25

RALLIS
The emphasis during the year was to define the performance parameters more accurately and monitor the same through
Performance Management System. In addition, there was renewed emphasis on Training and increased Communication.
The Performance Management System was effectively used for tracking, monitoring and enhancing performance, rewarding
achievements and also laying down review and feedback mechanisms between employees and their superiors.
Sales Training christened ‘ARJUN’, an acronym for ‘Alignment, Result-oriented, Joint Effort, User Focus and New Horizons’,
continued for the entire Sales & Marketing Division. Manufacturing workforce, which comprises a majority of our total
manpower, had undergone training on TPM and 6 Sigma and Management Development Programs. This has resulted in
a continuous improvement through sustainable initiatives in the areas of cost and waste reduction, enhancing customer
satisfaction and rates of production.
The informal, monthly TGIF meetings and the in-house magazine called “Ralliround” continued to be a popular medium
of communication.
The Human Resource Information System, the key database for all employee records was converted to a net-based
system and now all employees and departments can access the information through the net.
As on 31st March, 2006, the employee strength was 1096, down from 1250 as on 1st April, 2005.
Tata Business Excellence Model (TBEM):
The Company’s journey towards business excellence gained momentum during the year 2005-06. Last year (2005), the
Company migrated to a higher score band of 450-550 by achieving 454, an improvement over 391 in the previous year.
Group Chairman Mr. Ratan Tata handed over a plaque to the Managing Director and Rallis team at Goa convention in
recognition of Active Promotion of TBEM. The score indicates that the Company demonstrates effective, systematic
approaches to the overall requirements of the Items, but deployment varies in some areas. There is a beginning of a fact-
based evaluation and improvement of key processes. Results address key customer/ stakeholder, market, and process
requirements, and they demonstrate some areas of strength and/ or good performance.
The Company has planned to develop more than 30 trained TBEM employees in various functions for better understanding
of world class practices and their implementation. Internal assessment will be conducted in the last week of April 2006.
This will help leverage the knowledge and experience of trained employees for self assessment and improvement. The
Company will participate in TBEM external assessment in cycle-II starting from July 15, 2006.
The Company has continued its efforts to bring about excellence in all aspects of business. The good all-round results
demonstrated by the Company since the last assessment should help it achieve a higher score this year.
Information Technology:
The Company’s IT initiatives were directed towards further exploitation of the ‘Power of SAP’ for business. During the year,
Information Technology Division implemented Product Costing, Project Systems and Investment Management modules
of SAP. These modules support better control and monitoring of product cost, stage wise raw materials cost, variable cost,
overheads and capital expenditure projects.
During the year, the Company outsourced its SAP maintenance and service to TCS. TCS offers this service remotely from
Ahmedabad. The Company’s workflow system has ensured success for the remote outsourcing.
For cost effective SAP training, Information Technology Division installed e-Learning software, branded as “E-kalavya”.
Rallis’ employees can, now, learn about SAP transactions in its various modules at their own pace and time. New recruits
have been trained effectively and Company has derived benefits from e-Kalavya.
Information Technology Division took major strides in implementation of new workflows. Workflows in the areas of
employee expenses, reimbursement claims, leave and SAP help desk were implemented. Employees can now lodge
reimbursement claims from anywhere, anytime. The accuracy of claim processing and transparency has improved, while
cycle time for claim processing has reduced. This has increased employee satisfaction.
During the year, the Company changed its Linux based email system to MS Exchange. It has implemented ‘share point
services’ for improved collaboration and ‘Single Sign on’ for improved security.
26

During the year, the Company launched a ‘Own your Laptop’ scheme for the employees. This scheme is a ‘win - win
situation’ for the Company and employees. It has improved employee satisfaction. Employees under the scheme can now
conduct business on 24X7 basis. SMS application is now extended to dealers and farmers. Dealers can now receive
dispatch information as SMS, whereas farmers receive crop related information on SMS.
The Company has engaged E&Y and NSEIT from time to time for auditing of its systems for security. It has developed a
formal IT security policy.
Community Development:
The Company determines its key communities through a systematic approach and develops programs for them. It puts
down the precise rationale to indicate one or more ‘Key Communities’ based on empirical studies/ surveys/ felt needs
established mutually between the people and its Facilitators.
Every year, all Regions/ Factories prepare their annual community development plans based on above findings and
budgets are allocated for them. Through our network of zealous volunteers, as in the past, extensive Community
Development activities have been carried out this year as well.
Camps were conducted for blood donation, Aids awareness, health and hygiene, especially for women, vaccination and
medical check-ups for children as well as adults.
Programmes organized included tree plantation drives, tutorials and career guidance for SSC/ HSC students from
surrounding villages, industrial visits of engineering students, services at village Marriage Community Centres, free drinking
water made available for the local villagers, empowerment for women and encouragement and support given to various
village Sports associations.
Mentor Programmes were undertaken through the “Akanksha Foundation” for under privileged children and also the
“Ankur Asmita” project through Committed Community Development Trust (CCDT), being educational support given to
the school going children of women in prostitution.
Other activities included visits to Homes for the disabled and senior citizens, Mother Teresa Ashrams, Tata Agricultural
And Rural Training Centre for the Blind in Gujarat, etc
Cautionary Statement
Statements in the Management Discussion and Analysis describing the Company’s objectives, projections, estimates, expectations
may be “forward- looking statements” within the meaning of applicable securities laws and regulations. Actual results could
differ materially from those expressed or implied. Important factors that could make a difference to the Company’s operations
include climatic conditions, economic conditions affecting demand/ supply and price conditions in the domestic and overseas
markets in which the Company operates, changes in the Government regulations, tax laws and other statutes and other incidental
factors.
27

RALLIS
Fifty-seventh annual report 2004-2005
REPORT ON CORPORATE GOVERNANCE

1. Company’s Philosophy on the Code of Governance.
It has been a constant endeavour on the part of the Company to achieve excellence in Corporate Governance by
following the principles of transparency, accountability and integrity in functioning, so as to constantly enhance value
for all stakeholders and fulfil the social obligation entrusted upon the Corporate sector.
The above philosophy along with the Tata Code of Conduct and Tata Code of Conduct for Prevention of Insider Trading
ensures the sustenance of high ethical and moral standards which govern the conduct of the Company and its
employees. The Company has also adopted a Whistle Blower Policy to provide a mechanism to enable the employees
to approach the Audit Committee of the Board of Directors while reporting the instances of unethical behaviour, actual
or suspected fraud or violation of the Company’s code of conduct or ethics policy, which may come to their knowledge.
The Tata Business Excellence Model adopted by the Company is a means of driving excellence throughout the
organisation by providing means for institutionalising accountability and thus deriving the best out of the available
resources.
Your Company has complied with the requirements of the Corporate Governance Code, the disclosure requirements
of which are given below:
2. Board of Directors
The Company has a non-executive Chairman and the number of Independent Directors is more than one-third of the
total number of Directors. The number of non-executive Directors is more than 50% of the total number of Directors.
None of the Directors on the Board is a Member on more than 10 Committees and Chairman of more than 5 Committees
(as specified in Clause 49 of the Listing Agreement), across all the companies in which he is a Director. The necessary
disclosures regarding committee positions have been made by all the Directors.
Composition and category of Directors
The Board comprises of 8 Directors. The names and categories of Directors, their attendance at the Board Meetings
held during the year and at the last Annual General Meeting, as also the number of Directorships and Committee
positions held by them in other companies are given below:
Director Category No. of Board Attendance All All Mandatory
Meetings at AGM held Directorships* Committees
attended on 30th
during June,
2005-06 2005. Chairman Member Total Chairman Member Total
Mr. R. Gopalakrishnan Promoter 7 Yes 1 11 12 - 4 4

(Chairman) Non-Independent
Non-Executive
Dr. Ram S. Tarneja Independent 7 Yes 1 13 14 5 5 10
Non-Executive
Mr. V. N. Nadkarni Independent 7 Yes 2 6 8 3 4 7
(upto 31.03.2006) Non-Executive
Mr. Russi Jal Independent 6 No - 4 4 2 3 5
Taraporevala Non-Executive
Mr. Prasad R. Menon Promoter 6 Yes - 7 7 - 2 2
Non-Independent
Non-Executive
Mr. Homi R. Khusrokhan Promoter 7 Yes - 2 2 - 1 1
Non-Independent
Non-Executive
Mr. B. D. Banerjee Independent 6 Yes - 1 1 - - -
Non-Executive
Mr. E.A. Kshirsagar Independent 1 No - 5 5 3 3 6
(w.e.f. 24.02.2006) Non-Executive
Dr. Venkatrao S. Sohoni Non-Independent 7 Yes 1 1 2 - 2 2
(Managing Director) Executive
* Excludes all Private, Foreign Companies and Alternate Directorships
28
28 Ceps 3\D:\Sales\Sanjay More\Rallis AR 05-06\Rallis CG 05-06.pmd — VK20-4/Ravi/24-4\AMD\25-4/sbs(3-5)

The Company held 7 Board Meetings during 2005-06 and the gap between two meetings did not exceed four months.
The dates on which the Board Meetings were held were as follows: 13th May, 2005, 30th June, 2005, 25th July, 2005,
29th August, 2005, 20th October, 2005, 17th January, 2006 and 17th March, 2006.
The information as required under Annexure IA to Clause 49 is being made available to the Board.
The Company did not have any pecuniary relationship or transactions with Non-Executive Directors during the year.
3. Code of Conduct.
The Company has adopted the Tata Code of Conduct for the senior management of the Company, including the Executive
Directors of the Company. Further, the Board has also laid down a code of conduct for the Non - Executive Directors of
the Company. Both the Codes are posted on the website of the Company.
All Board members and senior management personnel have affirmed compliance with the applicable Code of Conduct.
4. Audit Committee.
Brief description of terms of reference
The terms of reference of the Audit Committee, as stipulated by the Board of Directors, in accordance with the items
listed in Clause 49 II D of the Listing Agreement, are as follows:
¾ To overview the Company’s financial reporting process and disclosure of its financial information to ensure that
the financial statements are correct, sufficient and credible.
¾ To review with the management the quarterly and annual financial statements before submission to the Board.
¾ To recommend to the Board the appointment, re-appointment and removal of statutory auditors, fixation of audit
fees and to approve payment for any other services rendered by the statutory auditors.
¾ To review with the management, performance of the statutory and internal auditors.
¾ To review the adequacy of the internal audit function and the adequacy and efficacy of the internal control systems.
¾ To review the findings of any internal investigations by the internal auditors.
¾ To look into the reasons for substantial defaults in payments to depositors, debenture holders, shareholders and
creditors.
¾ To review the functioning of the Whistle Blower mechanism.
¾ And, generally, all items listed in Clause 49 II D of the Listing Agreement.
The Audit Committee has been granted powers as prescribed under Clause 49 II C
Composition, name of members and Chairman and Attendance during the year
The Company has complied with the requirements of Clause 49 II A as regards the composition of the Audit Committee.
The composition of the Audit Committee and the details of meetings attended by the Directors are given below:
Name of the Member Category No. of Meetings attended
during 2005-06
Mr. V. N. Nadkarni, Chairman Independent 7
Dr. Ram S. Tarneja, Member Independent 7
Non-Executive
Mr. Russi Jal Taraporevala, Member Independent 7
Non-Executive
Mr. Homi R. Khusrokhan, Member Promoter 6
(Chartered Accountant) Non-Independent
Non-Executive
Mr. E. A. Kshirsagar, Independent 1
Member (w.e.f. 24.02.2006) Non-Executive
(Chartered Accountant)
29

RALLIS
The Audit Committee met 7 times during the year and the gap between two meetings did not exceed four months.
The dates on which the Audit Committee Meetings were held were as follows: 13th May, 2005, 25th July, 2005, 16th
September, 2005, 20th October, 2005, 23rd November, 2005, 17th January, 2006 and 16th March, 2006.
Necessary quorum was present at the above Meetings.
The Audit Committee Meetings are attended by the Chairman of the Board, the Managing Director, the Chief Operating
Officer, the Chief Financial Officer, the Chief Internal Auditor, the Company Secretary and a representative of the Statutory
Auditors.
The Chairman of the Audit Committee, Mr. V. N. Nadkarni was present at the Annual General Meeting of the Company
held on 30th June, 2005.
5. Remuneration Committee.
Brief description of terms of reference
The Committee is responsible for considering and finalising the remuneration and commission of the Managing Director
and recommending the commission payable to the Board of Directors for their final approval. In addition, the Committee
has been given the mandate to consider and approve appointment of and the remuneration payable to Executives
upto the General Manager level and also matters relating to Voluntary Retirement Schemes and Early Separation
Schemes of the Company.
Composition, name of members and Chairman and Attendance during the year
The Composition of the Remuneration Committee and the details of the meetings attended by the Directors are given
below:
during 2005-06
Mr. Russi Jal Taraporevala, Chairman Independent 4
Non-Executive
Mr. R. Gopalakrishnan, Member Promoter 3
Non-Independent
Non-Executive
Non-Executive
The Remuneration Committee met 4 times during the year, on 13th May, 2005, 25th May, 2005, 23rd November, 2005,
and 16th March, 2006.
Remuneration Policy
The Company is a part of the Tata Group and the remuneration payable to the Managing Director is within the framework
of the guidelines laid down by the Tata Group on the remuneration payable to the Managing/ Whole-time Directors of
the Company.
The Company links the annual variable pay of senior managers with the performance of the Company in general and
their individual performance for the year, measured against Key Result Areas which are aligned to the Company’s
objectives. The Company, while deciding the remuneration package of the senior management, takes into consideration
the employment scenario, the remuneration package in the industry and the remuneration package of the managerial
talent of other industries.
Details of remuneration to all the Directors
The Non-Executive Directors are paid remuneration by way of commission and sitting fees. In terms of the shareholders’
approval obtained at the Annual General Meeting held on 18th September, 2003, commission is to be paid at a rate not
exceeding 1% per annum of the profits of the Company, computed in accordance with the provisions of the Companies
30

Act, 1956. The distribution of commission among the Non-Executive Directors is approved by the Remuneration
Committee and the Board.
However, no commission was paid to the Directors during the year 2005-06, for the year ended 31st March, 2005.
The Company pays sitting fees of Rs. 10,000/- per meeting to the Non- Executive Directors for attending meetings of
the Board, Executive Committee of the Board and the Audit Committee and Rs. 5000/- per meeting for attending
meetings of the other committees of the Board.
The Company pays remuneration by way of salary, perquisites and allowances (fixed component) and commission
(variable component) to the Managing Director. Salary is paid within the range approved by the shareholders. Annual
increments, effective 1st April each year, are approved by the Board, as per the recommendations of the Remuneration
Committee. Perquisites and allowances are subject to such overall ceiling as may be fixed by the Board from time to
time. Within the prescribed ceiling, the perquisites are approved by the Remuneration Committee. Commission is
calculated with reference to the net profits of the Company in a particular financial year and is determined by the
Board of Directors at the end of the financial year, based on the recommendations of the Remuneration Committee,
subject to the overall ceilings stipulated in the Companies Act, 1956. Specific amounts payable as commission, if any,
are based on the performance criteria laid down by the Board, which broadly takes into account the profits earned by
the Company for the year.
However, in view of the carried forward losses of the Company, calculated as per the provisions of Section 198 of the
Companies Act, 1956, no commission is payable to the Managing Director for the year 2005-06.
The aggregate value of salary and perquisites paid to Dr. V. S. Sohoni, Managing Director, during the year 2005-06 is
Rs.38,27,155/-, comprising of:
Salary : Rs.21,60,000/-
Perquisites and allowances : Rs.16,67,155/-
Period of Agreement : From 11th August, 2003 upto 10th August, 2006
Notice period : The Agreement may be terminated by either party giving the other
party six months’ notice or the Company paying six months’
remuneration in lieu thereof.
Severance fees : Nil
The Sitting fees paid during the financial year 2005-06 to the Non- Executive Directors for attending the Board and
Committee Meetings for the year 2005-06 are as follows:
Name of Director Fees paid (Rs.)
Mr. R. Gopalakrishnan 1,10,000/-

Dr. Ram S. Tarneja 1,95,000/-
Mr. V. N. Nadkarni 1,60,000/-
Mr. Russi Jal Taraporevala 1,50,000/-
Mr. Prasad R. Menon 70,000/-
Mr. Homi R. Khusrokhan 1,50,000/-
Mr. B. D. Banerjee 65,000/-
Mr. E. A. Kshirsagar 20,000/-
Mr. Russi Jal Taraporevala holds 100 shares in the Company. None of the other Non-Executive Directors hold any shares
in the Company.
31

RALLIS
6. Shareholders’/ Investors’ Grievance Committee.

The Shareholders’/ Investors’ Grievance Committee met twice during the year, on 13th May, 2005 and 23rd November,
2005.
The composition of the Shareholders’/ Investors’ Grievance Committee and the details of the Meetings attended by
the Directors are given below:
during 2005-06
Dr. Ram S. Tarneja, Chairman Independent 2

Non-Executive
Dr. Venkatrao S. Sohoni, Member Non-Independent 2

Executive
Name, designation and address of Compliance Officer:

P. S. Meherhomji
Company Secretary
Churchgate
Mumbai 400 020
Phone: (022) 6665 2712
Fax: (022) 6665 2842
Email: pmeherhomji@rallis.co.in
The number of investor complaints/ requests/ queries received and addressed during 2005-06 was 450. There was no
complaint pending as on 31st March, 2006.
One transfer for 200 shares and 3 demat requests involving 132 shares were pending on 31st March, 2006. These
requests were received during the last week of March 2006 and hence were pending as on 31st March, 2006, but have
been subsequently processed, as certified by TSR Darashaw Limited (Registrars).
7. Nominations Committee.
The Nominations Committee was constituted at the Board Meeting held on 17th January, 2006.
The Nominations Committee is responsible for making recommendations regarding the composition of the Board,
identifying independent Directors to be inducted to the Board from time to time and taking steps to refresh the
composition of the Board from time to time
The first meeting of the Committee was held on 17th January, 2006.
The composition of the Nominations Committee and the details of meetings attended by the Directors are given
below:
during 2005-06
Mr. B. D. Banerjee, Chairman Independent 1
Non-Executive
Mr. R. Gopalakrishnan, Member Promoter 1
Non-Independent
Non-Executive
Non-Executive
32

8. Executive Committee of the Board.
The Executive Committee of the Board was set up at the Board Meeting held on 17th January, 2006, by reconstituting
the erstwhile Committee of the Board.
The Executive Committee of the Board is responsible for reviewing, before presentation to the full Board, items such as
Business and strategy review, long-term financial projections and cash flows, capital and revenue budgets, acquisitions,
divestments and business restructuring proposals, senior management succession planning, etc.
The composition of the Executive Committee of the Board is as under:
Name of the Member Category

Mr. R. Gopalakrishnan, Chairman Promoter
Non-Independent
Non-Executive
Dr. Ram S. Tarneja, Member Independent
Non-Executive
Mr. Prasad R. Menon, Member Promoter
Non-Independent
Non-Executive
Mr. Homi R. Khusrokhan, Member Promoter
Non-Independent
Non-Executive
Dr. Venkatrao S. Sohoni, Member Non-Independent
Executive
The Chief Operating Officer and the Chief Financial Officer are the permanent invitees to the Committee.
9. Prevention of Insider Trading.

The Company has adopted the Code of Conduct for Prevention of Insider Trading, under the SEBI (Prohibition of Insider
Trading) Regulations. Mr. Soumen Mitra, Chief Financial Officer has been appointed as the Compliance Officer for the
implementation of and overseeing compliance with the Regulations and the Code across the Company.
The Company has also adopted the Code of Corporate Disclosure Practices for ensuring timely and adequate disclosure
of Price Sensitive Information, as required under the Regulations. The Managing Director is the Public Spokesperson
for this purpose.
The Company has constituted an Ethics and Compliance Committee of the Board, under the Code of Conduct for
Prevention of Insider Trading to set forth the policies relating to and to oversee the implementation of the Code of
Conduct for Prevention of Insider Trading.
The composition of the Ethics and Compliance Committee and the details of the Meetings attended by the Directors
are given below:

during 2005-06
Dr. Ram S. Tarneja, Chairman Independent 2
Non-Executive
Mr. V. N. Nadkarni, Member Independent 2
Dr. Venkatrao S. Sohoni, Member Non Independent 2
Executive
The Ethics and Compliance Committee met twice during the year, on 20th October, 2005 and 17th March, 2006.
33

RALLIS
10. General Body Meetings.

Location, date and time of General Meetings held during the last 3 years and special resolutions passed:
Date Location Time Special Resolutions

30th June, 2005 Bombay House 4.00 p.m. 1. Revision in the terms of
Auditorium, remuneration of Dr. Venkatrao S. Sohoni
Bombay House,
Homi Mody Street,
Mumbai 400 001.
26th August, 2004 Bombay House 4.00 p.m. 1. Alteration of the Articles of Association
Auditorium, of the Company
Bombay House,
Homi Mody Street,
Mumbai 400 001.
18th September, 2003 Bombay House 4.00 p.m. 1. Appointment of Dr. Venkatrao S. Sohoni as
Auditorium, Managing Director
Bombay House, 2. Payment of commission to Directors
Homi Mody Street, 3. Alteration of the Articles of Association
Mumbai 400 001. of the Company
4. Raising of additional long term resources
5. Voluntary delisting of the Company’s
Securities from the Stock Exchanges at
Kolkata and Chennai
All special resolutions moved at the last Annual General Meeting were passed by a show of hands by the shareholders
present at the meeting and no resolutions were required to be passed by postal ballot.
Postal Ballot
During the year under review, the following resolution was put through by Postal Ballot:
Resolution for transfer of the Knowledge Services Business of the Company:
The Board appointed Ms. Shirin K. Bharucha, former Legal Advisor to the Tata Group as Scrutinizer for the Postal Ballot
conducted for transfer of the Knowledge Services Business of the Company to Advinus Therapeutics Pvt. Ltd.
The result of the Postal Ballot was declared on 30th June, 2005 and the resolution for the transfer of the Knowledge
Services Business was passed by a majority of 99.93% of the total votes.
11. Disclosures.
During the year, there were no materially significant related party transactions, i.e. transactions of the Company of
material nature with its promoters, the Directors or the management, their subsidiaries or relatives, etc. that may have
potential conflict with the interests of the Company at large.
During the last three years, there were no instances of non-compliance by the Company and no penalty or strictures
were imposed on the Company by the Stock Exchanges or SEBI or any statutory authority, on any matter related to the
capital markets.
The Company has adopted a Whistle Blower Policy, to provide a mechanism to the employees 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 victimization 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 Company has complied with all the mandatory requirements of Clause 49 of the Listing Agreement relating to
34

Corporate Governance. Further, the Company has adopted the following non-mandatory requirements of the Clause:
¾ The Company has adopted guidelines for composition of the Board of Directors, which provides for the tenure
of Independent Directors.
¾ The Company has set up the Remuneration Committee as per the provisions of Clause 49.
¾ Half yearly performance of the Company is sent to all shareholders.
¾ The financial statements of the Company are unqualified.
¾ The Company has adopted a Whistle Blower Policy, which has been widely disseminated to all employees in the
Company.
12. Means of communication.
¾ The quarterly and the half yearly results, published in the proforma prescribed by the Listing Agreement, are
approved and taken on record by the Board of Directors of the Company within one month of the close of the
relevant quarter. The approved results are forthwith sent to all the Stock Exchanges where the Company’s shares
are listed. The results are also published within 48 hours in one English language and one Marathi language
newspaper having wide circulation. The results are displayed on the Company’s website, www.rallis.co.in and on
the SEBI’s EDIFAR website www.sebiedifar.nic.in.
¾ The Company publishes the audited annual results within the stipulated period of three months from the close of
the financial year as required by the Listing Agreement and hence the unaudited results for the last quarter of the
financial year are not published.
¾ The annual audited results are also communicated to the Stock Exchanges where the Company is listed, published
in the newspapers and displayed on the Company’s and SEBI’s websites.
¾ Management Discussion and Analysis Report is a part of the Annual Report.
13. General Shareholder Information.
¾ Annual General Meeting date, time and venue:
31st May, 2006 at 4.00 p.m. at Bombay House Auditorium, Bombay House, Homi Mody Street, Mumbai 400 001.
As required under Clause 49 IV(G)(i), particulars of Directors seeking appointment/ re-appointment are given in
the Explanatory Statement to the Notice of the Annual General Meeting to be held on 31st May, 2006.
¾ Financial Calendar : Year ending March 31.
¾ Date of book closure : 16th May, 2006 to 31st May, 2006 (both days inclusive)
¾ Dividend payment date : Within 30 days of 31st May, 2006
¾ Listing on Stock Exchanges : The Company’s Equity Shares are listed on the following Stock
Exchanges:
The Stock Exchange, Mumbai National Stock Exchange of India Ltd.
Phiroze Jeejeebhoy Towers Exchange Plaza, 5th Floor
Dalal Street Plot No.C/1, G Block
Mumbai 400 001. Bandra-Kurla Complex
Bandra (E), Mumbai 400 051.
The Company has paid the listing fees to these Stock Exchanges for the year 2006-07.
¾ Stock Code on the Stock Exchange, Mumbai: 500355
¾ Stock Code on the National Stock Exchange of India Ltd.: RALLIS EQ
¾ Demat International Security Identification Number (ISIN)
In NSDL and CDSL for Equity Shares: INE613A01012
35

RALLIS
Market Information
Market price data: High/ low, Number and Value of shares traded during each month in the last financial year:
The Stock Exchange, Mumbai The National Stock Exchange of India Ltd.
Month High Low No. of Value of No. of High Low No. of Value of No. of
(Rs.) (Rs.) Shares Shares Trades (Rs.) (Rs.) Shares Shares Trades
Traded Traded Traded Traded
(Rs. Lacs) (Rs. Lacs)
April 2005 284.80 222.00 1,55,830 404.38 2,295 298.00 222.00 1,58,420 406.96 2,400
May 2005 297.00 234.00 4,32,607 1,157.24 6,880 311.00 234.00 6,34,031 1,680.45 14,455
June 2005 302.00 248.00 2,52,947 708.88 3,619 304.00 248.00 2,53,826 709.11 4,602
July 2005 385.00 249.00 8,01,828 2,536.54 7,857 391.75 250.65 15,01,966 4,883.87 16,068
August 2005 373.00 318.00 4,52,113 1,547.67 2,452 378.00 315.00 2,84,235 965.71 4,575
September 2005 390.00 315.00 6,89,374 2,542.00 1,641 387.95 298.70 1,59,578 577.97 2,467
October 2005 385.00 275.00 4,12,391 1,397.97 6,080 385.00 280.00 5,12,268 1,746.18 13,147
November 2005 404.00 346.25 2,75,005 1,061.35 4,463 404.40 345.00 2,85,196 1,098.59 7,225
December 2005 455.00 370.00 6,92,235 2,761.17 6,928 450.00 370.05 4,35,895 1,769.61 9,830
January 2006 445.00 340.00 2,81,349 1,066.53 4,132 445.00 339.00 2,23,264 870.83 5,838
February 2006 351.50 306.00 91,720 307.85 1,355 367.00 314.00 60,220 202.56 1,851
March 2006 357.50 298.00 2,44,951 802.44 3,562 365.00 285.50 5,58,503 1,833.45 5,186
12000 450
400
10000
350
8000 300
250
6000
200
4000 150
100
2000
50
0 0
Apr-05 May-05 Jun-05 Jul-05 Aug-05 Sep-05 Oct-05 Nov-05 Dec-05 Jan-06 Feb-06 Mar-06
BSE Exchange Rallis Share Price
36

Registrar and Transfer Agents: TSR DARASHAW LTD.
(Formerly Tata Share Registry Limited)
Army & Navy Building,
148, Mahatma Gandhi Road,
Mumbai 400 001
Tel. No.: 022-6656 8484
Fax No.: 022-6656 8494
E-mail : csg-unit@tsrdarashaw.com
Website : www.tsrdarashaw.com
Business Hours: 10.00 a.m. to 3.30 p.m.
(Monday to Friday)
For the convenience of shareholders based in the following cities, transfer documents and letters will also be accepted
at the following Branch Offices of TSR Darashaw Ltd.:
TSR Darashaw Ltd., TSR Darashaw Ltd.,
(Formerly Tata Share Registry Ltd.) (Formerly Tata Share Registry Ltd.)
503, Barton Centre, (5th Floor), Tata Centre, 1st Floor,
84, Mahatma Gandhi Road, 43, Chowringhee Road,
Bangalore 560 001. Kolkata 700 071.
Tel.: 080-2532 0321 Tel.: 033-2288 3087
Fax: 080-2558 0019 Fax: 033-2288 3062
Email: tsrlbang@tsrdarashaw.com Email: tsrlcal@tsrdarashaw.com
TSR Darashaw Ltd., TSR Darashaw Ltd.,

(Formerly Tata Share Registry Ltd.) (Formerly Tata Share Registry Ltd.)
2/42, Sant Vihar, Ansari Road, Bungalow No.1, “E” Road,
Daryaganj, Northern Town,
New Delhi 110 002. Bistupur,
Tel.: 011-2327 1805 Jamshedpur 831 001.
Fax: 011-2327 1802 Tel.:0657-242 6616
Email : tsrldel@tsrdarashaw.com Fax:0657-242 6937
Email: tsrljsr@tsrdarashaw.com
¾ Share Transfer System: Documents for transfer of shares in physical form can be lodged with TSR Darashaw Limited at
the registered address or at any of the above mentioned branch offices. The transfers are normally processed within
10-12 days from the date of receipt, if the documents are complete in all respects.
¾ Distribution of shareholding as on 31st March, 2006:
Holding of Nominal Value: Rs.10/-
Sr.No Range Holding Amount % to No. of % to Total
(Rs.) Capital Holders Holders
1. 1 to 500 6,93,200 69,32,000 5.78 7,245 92.02
2. 501 to 1000 2,50,360 25,03,600 2.09 323 4.10
3. 1001 to 2000 2,02,190 20,21,900 1.69 136 1.73
4. 2001 to 3000 1,30,153 13,01,530 1.09 51 0.65
5. 3001 to 4000 50,551 5,05,510 0.42 14 0.18
6. 4001 to 5000 1,50,682 15,06,820 1.26 32 0.41
7. 5001 to 10000 2,37,442 23,74,420 1.98 33 0.42
8. Greater than 10000 1,02,70,015 10,27,00,150 85.69 39 0.49
TOTAL 1,19,84,593 11,98,45,930 100.00 7,873 100.00
37

RALLIS
¾ Shareholding pattern as on 31st March, 2006:
Sr.No. Category of Shareholders Total Holdings Percentage

1. Tata Companies 54,47,387 45.45
2. Government And Other Public Financial Institutions 3,66,771 3.06
3. Foreign Institutional Investors and Foreign Companies 5,16,899 4.32
4. Non Resident Individuals 42,265 0.35
5. Other Bodies Corporate and Trust 13,43,569 11.21
6. Nationalised Banks and Mutual Funds 24,48,166 20.43
7. Directors and their relatives 100 0.00
8. Foreign Banks and other Banks 350 0.00
9. Individuals 18,19,086 15.18
TOTAL 1,19,84,593 100.00
¾ Dematerialisation of shares and liquidity: The Company has signed tripartite Agreements (with TSR Darashaw Ltd.)
with both National Securities Depository Ltd. and Central Depository Services (India) Ltd. More than 93% of the Equity
Shares of the Company are now dematerialised.
¾ Plant locations:
Agrochemicals factories
(i) 15A, MIDC, Turbhe, Thane-Belapur Road, New Mumbai 400 703, Maharashtra.
(ii) GIDC Estate, Plot No.3301, Ankleshwar 393 002, Dist. Bharuch, Gujarat.
(iii) GIDC Estate, Plot No.2808, Ankleshwar 393 002, Dist. Bharuch, Gujarat.
(iv) GIDC Estate, Plot No.3000, Ankleshwar 393 002, Dist. Bharuch, Gujarat.
(v) C 5/6, MIDC Industrial Area, Phase III, Shivani, Akola 444 104, Maharashtra.
(vi) Plot No.D-26, Lote Parsuram, MIDC, Near Hotel Vakratunda, Taluka Khed, Dist. Ratnagiri 415 722, Maharashtra.
(vii) IDA, Phase II, Patancheru, Medak Dist., Andhra Pradesh.
Fine Chemical factory
A-14/A Sipcot Industrial Complex, Cuddalore 607 005, Tamilnadu.
¾ Investor correspondence address: Rallis India Ltd.

Secretarial & Legal Division
Churchgate
Mumbai 400 020
OR
TSR Darashaw Ltd.
(formerly Tata Share Registry Ltd.)
Army & Navy Building,
148, M. G. Road,
Mumbai 400 001.
38

To,
The Members of Rallis India Limited.
Declaration by the Managing Director under

Clause 49 of the Listing Agreement
————————————————————------------
I, V. S. Sohoni, Managing Director of Rallis India Limited declare that to the best of my knowledge and belief, all the members
of the Board of Directors and senior management personnel have affirmed compliance with the Code of Conduct for the
year ended 31st March, 2006.
V. S. Sohoni
Managing Director
Mumbai, 17th April, 2006
CERTIFICATE
TO THE MEMBERS OF
We have examined the compliance of conditions of Corporate Governance by Rallis India Limited, for the year ended 31st
March, 2006, as stipulated in Clause 49 of the Listing Agreement of the said Company with stock exchanges.
The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination has been
limited to a review of the procedures and implementation thereof, adopted by the Company for ensuring the compliance of
the conditions of the Corporate Governance as stipulated in the said Clause. It is neither an audit nor an expression of opinion
on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us and the representations made
by the Directors and the management, we certify that the Company has complied with the conditions of Corporate Governance
as stipulated in Clause 49 of the above mentioned Listing Agreement.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the management has conducted the affairs of the Company.
For S. B. BILLIMORIA & CO.

Chartered Accountants
P.R. Ramesh
Partner
Mumbai, 17th April, 2006 Membership No. 70928
39

RALLIS
AUDITORS’ REPORT TO THE MEMBERS OF RALLIS INDIA LIMITED
1. We have audited the attached Balance Sheet of RALLIS INDIA LIMITED as at 31st March, 2006, the Profit and Loss
Account of the Company for the year ended on that date and the Cash Flow Statement for the year ended on that
date, both annexed thereto. These financial statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require
that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
3. As required by the Companies (Auditor’s Report) Order 2003, (the Order) issued by the Central Government of India in
terms of Section 227(4A) of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in
paragraphs 4 and 5 of the said Order, to the extent applicable to the Company.
4. On the basis of the written representations from the directors as on 31st March, 2006 as taken on record by the Board
of Directors, and according to the information and explanations given to us, we report that none of the directors is
disqualified as on 31st March, 2006 from being appointed as a director in terms of Section 274(1)(g) of the Companies
Act, 1956.
5. Further to our comments in the Annexure referred to in paragraph 3 above, we report as follows:
a) we have obtained all the information and explanations, which to the best of our knowledge and belief were
necessary for the purposes of our audit;
b) in our opinion, proper books of account as required by law have been kept by the Company so far as it appears
from our examination of those books;
c) the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in
agreement with the books of account;
d) in our opinion, the Balance Sheet, the Profit and Loss Account and Cash Flow Statement dealt with by this report
comply with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956;
e) in our opinion and to the best of our information and according to the explanations given to us, the said accounts,
give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view
in conformity with the accounting principles generally accepted in India:
(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2006;
(ii) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and
(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

P. R. RAMESH
Partner
Mumbai, 17th April, 2006 Membership No: 70928
40

ANNEXURE TO THE AUDITORS’ REPORT
(Referred to in paragraph 3 of our report of even date)
1. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation
of most of its fixed assets.
(b) Most of the fixed assets were physically verified by the management in accordance with a programme of verification,
which in our opinion, provides physical verification of all fixed assets at reasonable intervals. According to the
information and explanations given to us no material discrepancies were noticed on such verification.
(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed
assets of the Company and such disposal has, in our opinion, not affected the going concern status of the
Company.
2. (a) As explained to us, inventories, excluding materials in transit and materials lying with third parties, were physically
verified by the management at all locations at reasonable intervals.
(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification
of stocks followed by the management are reasonable and adequate in relation to the size of the Company and
the nature of its business.
(c) In our opinion and according to the information and explanations given to us, the Company has maintained
proper records of its inventories and no material discrepancies were noticed on physical verification.
3. According to information and explanation given to us, Company has not taken or granted any secured or unsecured
loan from or to companies, firms or other parties covered by the register maintained under section 301 of the Companies
Act, 1956. Therefore, the provisions of clauses (iii) (a) to (iii) (g) of the Order are not applicable to the Company.
4. In our opinion and according to the information and explanations given to us, there are adequate internal control
systems commensurate with the size of the Company and the nature of its business for the purchase of inventory and
fixed assets and for the sale of goods and services. During the course of the audit we have not observed any major
weaknesses in such internal control systems.
5. In respect of contracts or arrangements entered in the register maintained in pursuance of section 301 of the Companies
Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:
(a) the particulars of contracts or arrangements referred to in section 301 have been entered in the register maintained
under that section.
(b) where transactions made in pursuance of such contracts or arrangements are in excess of Rs. 5 lacs in respect of
any party, the transactions have been made at prices which are prima facie reasonable having regard to the
prevailing market prices at the relevant time, where such market rates are available.
6. In our opinion and according to the information and explanations given to us, the Company has not accepted any new
deposits from the public within the purview of Sections 58A and 58AA of the Companies Act, 1956 read with the
Companies (Acceptance of Deposits) Rules, 1975. According to the information and explanations given to us, the
deposits unpaid as at the year end are in the nature of unclaimed deposits.
7. In our opinion, the internal audit function carried out during the year by a firm of Chartered Accountants appointed by
the management has been commensurate with the size of the Company and the nature of its business.
8. We have broadly reviewed the books of account maintained by the Company in respect of the fertilisers and insecticides
business of the Company pursuant to the Order made by the Central Government for the maintenance of cost records
under section 209(1)(d) of the Companies Act, 1956. We are of the opinion that prima facie, the prescribed accounts
and records have been made and maintained. We have, however, not made a detailed examination of the records with
a view to determining whether they are accurate or complete. To the best of our knowledge and according to the
information and explanations given to us, the Central Government has not prescribed the maintenance of cost records
for any other product of the Company.
41

RALLIS
9. Statutory and other dues:
(a) In our opinion and according to the information and explanation given to us, the Company has generally been
regular in depositing undisputed statutory dues relating to Provident Fund, Employees State Insurance, Income
Tax, Sales Tax, Service Tax, Customs Duty, Excise duty, Wealth Tax, Investors Education and Protection Fund, Cess
and other material statutory dues.
(b) According to the information and explanations given to us, no material undisputed amounts payable in respect of
income tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess were in arrears, as at 31st March,
2006 for a period of more than six months from the date they became payable.
(c) According to the information and explanation given to us;
(i) there were no disputed dues as regards wealth tax and cess; and
(ii) details of disputed amounts of income tax, sales tax, service tax, customs duty, and excise duty which have
not been deposited as at the year end, are given below:
Name of the Nature of Amount Period to which Forum where pending

Statute the dues (Rs. in lacs) the amount relates
Income Tax Laws Income tax (including 541.07 1993-94, 1994-95, Income Tax Appellate
interest) 1996-97, 1998-99, Tribunal
2000-01, 2001-02
549.14 1996-97, 2002-03 Commissioner of
Income Tax (Appeals)
Sales Tax Laws Sales Tax (including 1.18 1989-90 High Court
interest and penalty)
27.35 1998-99, 1999-00, Joint Commissioner
2000-01 and 2001-02 (Appeals)
345.52 1990-91, 1998-99, Additional
1999-00, 2000-01 Commissioner
and 2001-02
188.44 1983-84, 1992-93, Deputy Commissioner
1994-95, 1995-96,
1996-97, 1997-98,
1998-99, 1999-00,
2000-01, 2001-02,
2002-03 and 2003-04
122.77 1993-94,1996-97, Assistant Commissioner
1998-99, 1999-00
and 2001-02
366.88 1992-93, 1996-97, Tribunal
1997-98, 1998-99,
1999-00, 2000-01,
2001-02 and
2002-03
15.89 1990-91, 1997-98 Commercial Tax Officer
and 1998-99
Central Excise Laws Service Tax 26.92 2001 to 2003 Tribunal
1.26 2001-02 Assistant Commissioner
42

Name of the Nature of Amount Period to which Forum where pending
Statute the dues (Rs. in lacs) the amount relates
Customs Act Custom Duty 144.10 1990-91 High Court

Central Excise Laws Excise duty 81.54 1988 to 1993, 1998 Commissioner
(including Interest to 2000, 2002-03,
and Penalty) 2004-05 and 2005-06
62.80 1999-2001 Joint Commissioner
11.29 1999, 2002-03 and Deputy Commissioner
2004-05,
1,748.05 1986-87, 1990-91, Tribunal
1994 to 2001 and
2002-05
10. The Company does not have any accumulated losses as at the year end. The Company has not incurred cash losses
during the financial year covered by our audit and in immediately precceding year.
11. According to the information and explanations given to us, the Company has not defaulted in repayment of dues to
financial institutions and banks.
12. In our opinion and according to the information and explanations given to us, the Company has not granted any loans
and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provi-
sions of clause 4(xii) of the Order are not applicable to the Company.
13. In our opinion and according to the information and explanations given to us, the Company is not a chit fund, nidhi or a
mutual benefit society. Therefore, the provisions of clause 4(xiii) of the Order are not applicable to the Company.
14. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in
shares, securities, debentures and other investments. Therefore, the provisions of clause 4(xiv) of the Order are not appli-
cable to the Company.
15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by
others from banks or financial institutions.
16. To the best of our knowledge and belief and according to the information and explanations given to us, in our opinion,
term loans availed by the Company were, prima facie, applied by the Company for the purposes for which the loans were
obtained, other than temporary deployment pending application.
17. According to the information and explanations given to us, and on an overall examination of the balance sheet of the
Company, funds raised on short term basis have, prima facie, not been used during the year for long term investment.
18. According to the information and explanations given to us, the Company has not made preferential allotment of shares
during the period covered by our audit.
19. According to the information and explanations given to us, there are no amounts outstanding in respect of secured
debentures as at the year end. Therefore, the provisions of clause 4(xix) of the Order are not applicable to the Company.
20. During the period covered by our audit, the Company has not raised any money by public issue.
21. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by
the Company was noticed or reported during the year.
P. R. RAMESH
Partner
Mumbai, 17th April, 2006 Membership No: 70928
43

RALLIS
BALANCE SHEET AS AT 31ST MARCH, 2006

Rs. lacs
Schedule As at As at
No. 31st March, 31st March,
2006 2005
SOURCES OF FUNDS
SHAREHOLDERS’ FUNDS
Capital 1 9,998.48 9,998.48
Reserves and Surplus 2 7,562.53 4,617.81
17,561.01 14,616.29
LOAN FUNDS
Secured Loans 3 3,238.92 5,606.91
Unsecured Loans 4 8,325.98 8,246.19
11,564.90 13,853.10
TOTAL 29,125.91 28,469.39
APPLICATION OF FUNDS
FIXED ASSETS
Gross Block 27,938.84 28,298.54
Less: Depreciation 11,799.94 11,216.05
Net Block 5 16,138.90 17,082.49
Capital Work-in-Progress at cost,
including capital advances 388.98 1,103.18
16,527.88 18,185.67
INVESTMENTS 6 4,948.42 45.75
DEFERRED TAX ASSETS 336.00 -
(Refer Note No.13 in Schedule 19)
CURRENT ASSETS, LOANS AND ADVANCES
Interest Accrued on Investments 9.66 -
Inventories 7 14,332.10 12,038.63
Sundry Debtors 8 8,673.35 8,739.77
Cash and Bank Balances 9 1,400.75 1,339.09
Loans and Advances 10 4,889.07 4,861.27
29,304.93 26,978.76
LESS: CURRENT LIABILITIES AND PROVISIONS
Current Liabilities 11 19,566.99 14,923.04
Provisions 12 2,967.89 2,824.15
22,534.88 17,747.19
NET CURRENT ASSETS 6,770.05 9,231.57
MISCELLANEOUS EXPENDITURE
(to the extent not written off or adjusted) 13 543.56 1,006.40
TOTAL 29,125.91 28,469.39
Notes to the Accounts 19

Schedules referred to above form an integral part of the Balance Sheet and should be read in conjunction therewith.
In terms of our Report of even date.
For S. B. BILLIMORIA & CO. R. GOPALAKRISHNAN Chairman
Chartered Accountants RAM S. TARNEJA
P. R. RAMESH
Partner

RUSSI JAL TARAPOREVALA
HOMI R. KHUSROKHAN
B. D. BANERJEE
E. A. KSHIRSAGAR
}
Directors VENKATRAO S. SOHONI Managing Director
P. S. MEHERHOMJI Company Secretary
44
44 Ceps 3\D:\Sales\Sanjay\Rallis AR 05-06\Rallis Accounts 05-06.pmd — VK20-4/26-4/28-4/SBS(3-5)

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2006
Rs. lacs
Schedule For the year ended For the year ended
No. 31st March, 2006 31st March, 2005
INCOME
Sales 14 59,135.10 54,109.20
Other Income 15 3,899.68 5,331.95
63,034.78 59,441.15
EXPENDITURE
Materials Consumed 16 37,024.91 33,420.24
Operating Expenses 17 19,060.38 19,566.65
Interest Charges (net) 18 841.43 1,448.56
Depreciation 1,675.45 1,611.19
58,602.17 56,046.64
Less: Expenses Transferred to Fixed Asset 20.89 21.82
58,581.28 56,024.82
PROFIT BEFORE TAXATION 4,453.50 3,416.33

Provision for Taxation
- For the year (359.14) (68.38)
- For prior years no longer required - 1.55
- Deferred Tax Assets 336.00 -
- Fringe Benefits Tax (178.00) -
(201.14) (66.83)
PROFIT AFTER TAXATION 4,252.36 3,349.50

Profit and Loss Appropriation Account
Balance brought forward from previous year 812.66 (7,557.80)
Transfer from Share premium - 1,182.23
Transfer from Capital Redemption Reserve - - 3,500.00 4,682.23
5,065.02 473.93
APPROPRIATIONS
Transfer to/(from) :
Proposed Preference Dividend 660.00 764.59
Tax on Proposed Preference Dividend 99.88 99.92
Proposed Equity Dividend 479.38 119.85
Tax on Proposed Equity Dividend 68.38 15.66
General Reserve 425.24 (1,338.75)
Balance carried to Balance Sheet 3,332.14 812.66
5,065.02 473.93
Basic and Diluted Earnings per share in Rs.(Refer Note No.21 in

Schedule 19) 29.21 21.72
Notes to the Accounts 19
Schedules referred to above form an integral part of the Profit and Loss Account and should be read in conjunction therewith.
P. R. RAMESH
Partner

HOMI R. KHUSROKHAN
B. D. BANERJEE
E. A. KSHIRSAGAR
} Directors VENKATRAO S. SOHONI Managing Director
45

RALLIS
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2006
Rs. lacs
For the year ended For the year ended
31st March, 2006 31st March, 2005
A. CASH FLOW FROM OPERATING ACTIVITIES :
Net Profit before Taxation 4,453.50 3,416.33
Adjustment for :
Income from Investments (17.32) (25.30)
Deferred Revenue Expenditure 296.77 300.29
Depreciation 1,675.45 1,611.19
Interest (net) 841.43 1,448.56
Pension under Voluntary Retirement Scheme - Amortised 18.15 18.15
Supplemental Payments - Provision excess (27.33) (26.44)
Voluntary Retirement Compensation - Amortised 293.50 298.84
(Profit)/Loss on Sale of Assets (net)
(includes assets w/off ) (1,351.14) (135.78)
(Profit)/Loss on Sale of Investments (net) (129.81) (746.80)
Provision for Diminution in value of Investments - 40.64
1,599.70 2,783.35
Operating Profit before working capital changes 6,053.20 6,199.68

Adjustments for :
Trade and other Receivables 705.97 9,771.05
Inventories (2,293.47) (1,605.59)
Trade Payables 4,513.40 2,925.90 (3,497.43) 4,668.03
CASH GENERATED FROM OPERATIONS 8,979.10 10,867.71

Direct Taxes paid (Net of refund received) (1,204.48) (115.04)
Pension under Voluntary Retirement Scheme (18.10) (25.43)
Voluntary Retirement Compensation (145.59) (1,368.17) (72.59) (213.06)
NET CASH FROM OPERATING ACTIVITIES (A) 7,610.93 10,654.65
B. CASH FLOW FROM INVESTING ACTIVITIES :

Purchase of Fixed Assets (1,619.45) (2,970.98)
Sale of Fixed Assets 2,952.94 974.14
Purchase of Investments (7,478.04) (3.85)
Sale of Investments 2,705.18 972.73
Interest/Dividend received 96.03 122.99
NET CASH USED IN INVESTING ACTIVITIES (B) (3,343.34) (904.97)
46

Rs. lacs
C. CASH FLOW FROM FINANCING ACTIVITIES :

Long Term Repaid (1,628.09) (7,859.70)
Long Term Borrowed 494.25 2,713.24
(Repayment)of / Proceeds from Short Term
Borrowings (net) (1,154.36) (5,857.21)
Interest paid (909.25) (1,688.54)
Dividend and taxes theron paid (1,008.48) -
Prepayment Premium/Preference Shares issue expenses - (17.18)
NET CASH (USED IN)/FROM FINANCING ACTIVITIES (C) (4,205.93) (12,709.39)
NET INCREASE/(DECREASE) IN CASH & CASH

EQUIVALENTS (A) + (B) + (C) 61.66 (2,959.71)
OPENING CASH AND CASH EQUIVALENTS
AS AT 31ST MARCH, 2005 1,339.09 4,298.80
CLOSING CASH AND CASH EQUIVALENTS
AS AT 31ST MARCH, 2006 1,400.75 1,339.09
NOTES TO THE CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2006
(1) The Cash Flow Statement has been prepared under the ‘Indirect Method’ as set out in the Accounting Standard - 3
on Cash Flow Statements issued by the Institute of Chartered Accountants of India.
(2) Repayment of Borrowings includes foreign exchange translation gain/(loss) of (Rs. 48.50) lacs (Previous Year
Rs. 70.57 lacs).
(3) Previous year’s figures have been regrouped, wherever necessary.

P. R. RAMESH
Partner

HOMI R. KHUSROKHAN
B. D. BANERJEE
E. A. KSHIRSAGAR
} Directors VENKATRAO S. SOHONI Managing Director
47

RALLIS
SCHEDULES 1 TO 19 FORMING PART OF THE ACCOUNTS

Rs. lacs
As at As at
31st March, 31st March,
2006 2005
Schedule 1. SHARE CAPITAL :-
Authorised :
50,000,000 Equity Shares of Rs.10/- each 5,000.00 5,000.00
150,000,000 Cumulative Redeemable Preference 15,000.00 15,000.00
Shares of Rs.10/- each
20,000.00 20,000.00
Issued and Subscribed :

11,984,593 Equity Shares of Rs.10/- each 1,198.46 1,198.46
Add: Amount paid-up on forfeited shares 0.02 0.02
1,198.48 1,198.48
88,000,000 7.5% Cumulative Redeemable Preference 8,800.00 8,800.00
Shares of Rs.10/- each
9,998.48 9,998.48
Notes: 1) Of the above Equity Shares, 2,604,140 shares of Rs.10/- each were allotted as fully paid-up pursuant to contracts
without payment being received in cash and 1,144,700 shares of Rs.10/- each were issued as fully paid up
Bonus Shares by capitalisation from General Reserve.
2) 88,000,000 7.5% Cumulative Redeemable Preference Shares of Rs.10/- each, of an aggregate value of
Rs.880,000,000/- were allotted on a “Private Placement” basis on 3rd February, 2004. The Preference shares are
redeemable at the end of 66 months from the date of allotment.
Schedule 2. RESERVES AND SURPLUS :-
Rs.lacs
As at Additions Deductions As at As at Additions Deductions As at
31st March, 31st March, 31st March, 31st March,
2005 2006 2004 2005
Capital Reserve 1,680.93 - - 1,680.93 1,838.39 - 157.46 ! 1,680.93

Capital Redemption Reserve - - - - 3,500.00 - 3,500.00 # -
Share Premium - - - - 1,199.41 - 1,199.41 * -
Debenture Redemption Reserve - - - - 625.00 - 625.00 ! -
Capital Subsidy 63.58 - - 63.58 63.58 - - 63.58
Investment Allowance Reserve 17.80 - - 17.80 17.80 - - 17.80
Reserve under Sec.45IC
of the RBI Act, 1934 10.39 - - 10.39 10.39 - - 10.39
General Reserve 2,032.45 425.24 - 2,457.69 2,588.74 782.46 1,338.75 # 2,032.45
Less Debit Balance in
Profit & Loss Account - - - - (2,588.74) 2588.74 - -
3,805.15 425.24 - 4,230.39 7,254.57 3,371.20 6,820.62 3,805.15
Profit & Loss Account 812.66 3,332.14 812.66
4,617.81 7,562.53 4,617.81
! Transferred to General Reserve.

# Transferred to Profit and Loss Account.
* Comprise of Rs. 17.18 lacs premium on prepayment of Non-Convertible Debentures and Rs. 1,182.23 lacs transferred to Profit and Loss
Account.
48

Rs. lacs
As at As at
31st March, 31st March,
2006 2005
Schedule 3. SECURED LOANS :-
(Refer Note No. 7 in Schedule 19)
Loans from Banks :
Term Loans - 1,500.00
Bank overdrafts and temporary loans 2,901.28 4,055.64
Loans from Others 337.64 51.27
(Note : Amount repayable within one year
in respect of loans other than bank overdrafts
Rs.1,300.74 lacs; Previous Year Rs.1,900.70 lacs)
3,238.92 5,606.91
Schedule 4. UNSECURED LOANS :-
Loans (Other than short term) :
From Banks 7,500.00 7,500.00
From Others 138.55 85.00
SICOM Loan under Sales Tax Deferral Scheme 687.43 661.19
(Note : Amount repayable within one year Rs. 7,507.55 lacs ;
Previous Year Rs. 7.55 lacs)
8,325.98 8,246.19
Schedule 5. FIXED ASSETS :

(Refer Note No.4, 7 and 8 in Schedule 19)
Rs.lacs
Gross Block (at cost) Depreciation/Amortisation Net Block
As at Additions Deductions As at As at For the Deductions As at As at As at
31st March 31st March 31st March year during the 31st March 31st March 31st March
2005 2006 2005 year 2006 2006 2005
Intangible Assets
Software 682.07 - - 682.07 168.03 136.41 - 304.44 377.63 514.04
Goodwill 163.63 - - 163.63 163.63 - - 163.63 - -
Others
Freehold Land 665.60 - 17.77 647.83 - - - - 647.83 665.60
Leasehold Land 637.40 - - 637.40 61.42 6.37 - 67.79 569.61 575.98
Buildings 6,901.92 217.27 897.32 6,221.87 1,656.88 183.87 247.78 1,592.97 4,628.90 5,245.04
Plant and Machinery 18,194.01 1,605.64 1,616.44 18,183.21 8,745.18 1,262.61 754.22 9,253.57 8,929.64 9,448.83
Furniture, Fixtures and
Office Equipments 771.67 40.70 140.56 671.81 329.62 33.50 78.88 284.24 387.57 442.05
Vehicles 282.24 470.04 21.26 731.02 91.29 52.69 10.68 133.30 597.72 190.95
Total 28,298.54 2,333.65 2,693.35 27,938.84 11,216.05 1,675.45 1,091.56 11,799.94 16,138.90 17,082.49
Previous Year 27,249.84 2,460.55 1,411.85 28,298.54 10,177.95 1,611.19 573.09 11,216.05 17,082.49
Notes:
1. Cost of buildings include cost of 50 shares (Previous year 55 shares) of Rs. 50/- each fully paid and cost of 5 shares (Previous Year 10 Shares) of Rs. 100/-
each fully paid in respect of ownership flats in 7 (Previous Year 8) Co-operative Societies.
2. Vehicles include assets taken under hire purchase agreements costing Rs. 511.52 lacs (Previous Year Rs.70.40 lacs) and having written down value
aggregating Rs. 471.81 lacs (Previous Year Rs. 64.80 lacs).
3. Buildings include assets purchased pending ownership registration with the appropriate authority.
49

RALLIS
Schedule 6. INVESTMENTS :-
(Cost less Provision for diminution in value)
Rs.lacs
Nos. Nominal As at As at
Value 31st March, 31st March,
Rs. 2006 2005
LONG TERM
(I) Trade Investments
(Quoted - fully paid) : (see footnote 1)
Tata Chemicals Ltd. - Equity Shares (sold during the year) 46,326 10 - 11.22
A - 11.22
(Unquoted-Fully paid) :
Aich Aar Chemicals Pvt. Ltd. - Equity Shares 124,002 10 9.31 9.31
Biotech Consortium India Ltd. - Equity Shares 50,000 10 5.00 5.00
Indian Potash Ltd. - Equity Shares (Includes 18,000 Bonus Shares
received during the year) 54,000 10 0.90 0.90
Bengal Chamber of Commerce & Industry - 6.5% Debentures
(Valued at Rs.1 during the year) 6 1,000 - 0.06
Bharuch Enviro Infrastructure Ltd. - Equity Shares 33,250 10 3.33 3.33
Bharuch Eco-Acqua Infrastructure Ltd. - Equity Shares
(fully paid during the year) 51,450 10 5.14 3.85
(acquired during the year) 16,529 10 1.65 -
Sipcot Industries Common Utilities Ltd. - Equity Shares
(Valued at Rs.1 during the year) 113 100 - 0.11
Bharuch Eco-Acqua Infrastructure Ltd. - Equity Shares 113,835 10 11.38 11.38
Patancheru Enviro-Tech Ltd.-Equity Shares 10,822 10 1.08 1.08
Advinus Therapeutics Pvt. Ltd. - Equity Shares
(acquired during the year) 7,000,000 10 700.00 -
4.25% Advinus Therapeutics Pvt. Ltd. - Non Convertible
Debentures (acquired during the year) 57,460 1,000 574.60 -
B 1,312.39 35.02
(Unquoted-Partly paid):
(Rs. 2.00 paid up) 58,415 10 1.17 1.17
(Rs. 6.34 paid up) 118,550 10 7.52 7.52
C 8.69 8.69
A+B+C 1,321.08 54.93
50

Schedule 6. INVESTMENTS :- (Contd.)
Rs.lacs
Nos. Nominal As at As at
Value 31st March, 31st March,
Rs. 2006 2005
(II) Non-Trade Investments
(Quoted-Fully paid) : (see footnote 1)
Spartek Ceramics India Ltd. -Equity Shares
(Valued at Rs.1 during the year) 7,226 10 - 0.11
Nagarjuna Finance Ltd. - Equity Shares
(Valued at Rs.1 during the year) 400 10 - -
Pharmaceuticals Products of India Ltd. - Equity Shares (Rs.1) 10,000 10 - -
Ispat Alloys Ltd. - Equity Shares (Valued at Rs.1 during the year) 504 10 - 0.01
J.K.Cement Ltd. - Equity Shares (Rs.1) 34 10 - -
Uniscans & Sonics Ltd. - Equity Shares (Rs.1) 96 10 - -
14% Spartek Ceramics India Ltd. - Redeemable Partly
Convertible Debentures (Rs.1) 560 60 - -
D - 0.12
(Unquoted-Fully paid) :
Amba Trading Company Ltd. - Equity Shares 130,000 10 53.32 53.32
Associated Inds. (Assam) Ltd. - Equity Shares (Rs.1) 30,000 10 - -
Caps Rallis (Private) Ltd. (Nominal value of Zim. $ 2 each) -
Equity Shares 2,100,000 146.30 146.30
E 199.62 199.62
D+E 199.62 199.74
CURRENT INVESTMENTS
(Refer Note No. 24 in Schedule 19)
Units of Mutual Funds : (see footnote 2)
Tata Floating Rate Short Term Plan 2,451 10 0.25 -
Tata Horizon Mutal Funds 32,000,000 10 3,200.00 -
Tata Floater Fund 4,363,871 10 436.39 -
F 3,636.64 -
Total A+B+C+D+E+F 5,157.34 254.67
Less : Provision for diminution in value 208.92 208.92
Grand Total 4,948.42 45.75
Aggregate Book Value of Investments :

Unquoted - At cost less Provision for diminution in value 4,948.42 34.41
Quoted - At cost less Provision for diminution in value - 11.34
4,948.42 45.75
Footnotes :
1. Market value of quoted investments Rs. 0.66 lacs (Previous Year Rs. 71.04 lacs).
2. Net assets value of units of mutual funds Rs. 3,651.88 lacs (Previous Year Rs. Nil).
51

RALLIS
Rs. lacs
As at As at
Schedule 7. INVENTORIES :-
(Refer Note Nos. 6, 7(b), 17(a) and 17(b) in schedule 19)
(Valued at lower of the cost or net realisable value)
Stores and Spare Parts 124.29 133.58
Stock-in-trade :
Raw Materials and Packing Materials (including in transit of 3,638.95 4,235.89
Rs. 741.67 lacs ; Previous Year Rs. 850.77 lacs)
Work-in-Progress 862.06 514.90
Finished Goods (including in transit of Rs. Nil ; 9,706.80 7,154.26
14,332.10 12,038.63
Schedule 8. SUNDRY DEBTORS :-
(Considered good, unless otherwise stated)
(Refer Note Nos. 6 and 7(b) in schedule 19)
(a) Debts outstanding for a period exceeding six months :
Secured 132.64 80.41
Unsecured 1,694.40 3,156.04
Unsecured - considered doubtful 5,677.15 7,504.19 5,167.80 8,404.25
(b) Other Debts:
Secured 359.01 160.67
Unsecured 6,487.30 6,846.31 5,342.65 5,503.32
Gross Debtors 14,350.50 13,907.57
Less: Provision for doubtful debts 5,677.15 5,167.80
8,673.35 8,739.77
Schedule 9. CASH AND BANK BALANCES :-
Cash and Cheques in Hand 91.25 14.05
Balances with Scheduled Banks :
On Current Accounts 1197.38 1207.28
On Fixed Deposit Accounts 34.99 32.07
On Fixed Deposit as Margin Money against Bank Guarantees 77.13 1,309.50 85.69 1,325.04
1,400.75 1,339.09
Schedule 10. LOANS AND ADVANCES :-
(Unsecured, considered good unless otherwise stated)
(Refer Note Nos. 6 and 7(b) in schedule 19)
Advances recoverable in cash or in kind or for value
to be received 3,042.78 3,850.00
Advances/Deposits considered doubtful 4,035.53 4,031.98
Less: Provision for doubtful advances/deposits 4,035.53 4,031.98
- -
Balances with Customs, Port Trust and Central Excise 1,056.44 888.76
Advance Income Tax (net of provision) 782.35 122.51
Advance Fringe Benefit Tax (net of provision) 7.50 -
4,889.07 4,861.27
Schedule 11. CURRENT LIABILITIES :-
Acceptances 2,058.50 1,416.10
Sundry Creditors
Dues to Small Scale Industrial Undertakings 281.16 266.96
(Refer Note No. 5 in schedule 19)
Other Creditors 13,701.55 10,080.13
52

Rs.lacs
As at As at
Schedule 11. CURRENT LIABILITIES :- (contd.)
Liability towards Investor Education and Protection Fund :
Unpaid Dividends 12.65 14.52
Unpaid Interest on Debentures 2.51 4.21
Fixed Deposits 1.03 3.37
Interest on Fixed Deposits - 1.26
16.19 23.36
Customers’ Security deposits, Credit balances and Advance
against supplies and services to be rendered 3,287.37 2,923.00
Interest accrued but not due on loans 22.42 1.87
Other Liabilities 199.80 211.62
19,566.99 14,923.04
Schedule 12. PROVISIONS :-
Equity Dividend 479.38 119.85
Tax on Equity Dividend 67.23 15.66
Preference Dividend 660.00 764.59
Tax on Preference Dividend 92.57 99.92
Provision for Leave Encashment 160.47 270.47
Provision for Pension under Voluntary Retirement Schemes 20.72 38.81
Provision for Supplemental Payments on Retirement 1,487.52 1,514.85
2,967.89 2,824.15
Schedule 13. MISCELLANEOUS EXPENDITURE :-
(to the extent not written off or adjusted)
Pension under Voluntary Retirement Schemes 18.15 36.31
Voluntary Retirement Compensation 383.01 530.92
Deferred Revenue Expenditure :
Consultancy 54.60 260.94
Land Development - 2.63
Deferred Supplemental Payments 87.80 175.60
543.56 1,006.40
Schedule 14. SALES :-
(Refer Note Nos.12, 17(a) and 17(b) in schedule 19)
Unit Quantity Amount Quantity Amount
Pesticides Tonnes
Kl. Ltr
18,670
9,094
} 62,912.44
13,567
9,358
} 57,496.52
Plant Growth Nutrients Tonnes
Kl. Ltr
3,154
-
} 1,333.71
6,950
44
} 1,467.47
Seeds Tonnes 1,414 463.95 1,260 494.45

Tanning Materials Tonnes 750 565.17 1,042 891.98
65,275.27 60,350,42
Less: Excise Duty 6,140.17 6,241.22
59,135.10 54,109.20
53

RALLIS
Rs.lacs
Schedule 15. OTHER INCOME :-
From Operations
Technical Services 90.00 702.36
Excise and Duty Drawback Claims 260.50 339.17
Scrap and Sundry Sales 808.92 499.48
Commission 124.44 400.44
Cash Discount 175.57 179.97
Sundry Income 920.41 1,338.77
Surrender of Rights - 886.29
2,379.84 4,346.48
Others
Profit/(Loss) on Sale of Investment (net) 129.81 746.80
(Net of Security Transaction Tax of Rs. Nil lacs ;
Previous year Rs. 0.64 lacs)
Profit/(Loss) on Sale of Fixed Assets (net) 1,351.14 191.43
Rent 21.57 21.94
Income from Long Term Investments :
Dividend from Trade Investments 3.66 11.89
Interest from Trade Investments 9.66 -
Dividend from Other Investments 4.00 13.41
17.32 25.30
1,519.84 985.47
3,899.68 5,331.95
Schedule 16. MATERIALS CONSUMED :-

(Refer Note Nos. 16, 17(a), 17(b) and 20 in schedule 19)
Stocks at the beginning of the year :
Raw Materials (see footnote 2) 4,235.89 3,424.64
Finished Goods 7,154.26 6,174.31
11,905.05 10,304.75
Add: Purchases :
Finished Goods 10,643.01 7,740.10
39,327.67 35,020.54
Less: Stocks at the end of the year :
Finished Goods 9,706.80 7,154.26
14,207.81 11,905.05
37,024.91 33,420.24
Footnotes :
1. Consumption of Raw materials - Rs.29,281.60 lacs
(Previous Year Rs. 26,469.19 lacs).
2. Amounts shown against Raw materials include figures
of Packing materials
54

Rs.lacs
Schedule 17. OPERATING EXPENSES :-
(Refer Note No. 9 and 12 in schedule 19)
Personnel Cost :
Salaries, wages, commission, bonus etc. 3,708.85 3,696.81
Voluntary Retirement Compensation Amortised 311.65 316.99
Gratuity 288.64 288.90
Staff Provident and Superannuation Funds 316.01 372.33
Staff Welfare 540.00 605.98
5,165.15 5,281.01
Freight, Handling and Packing 1,836.85 1,823.11
Processing 660.78 518.49
Travelling 551.56 585.67
Power and Fuel 2,213.90 2,092.76
Brand Equity Contribution 80.23 75.43
Repairs :
Repairs to machinery 182.45 278.04
Repairs to buildings 57.05 107.96
Other repairs 223.22 240.49
462.72 626.49
Stores and Spares Consumed 297.76 307.61
Rates and Taxes 177.76 232.04
Cash Discount 891.08 1,254.68
Insurance 128.38 112.42
Rent 551.04 659.83
Bank Charges 667.22 499.77
Directors’ Fees 9.20 3.35
Deferred Expenses written-off 296.77 300.29
Bad Debts - 42.99
Provision for Doubtful Debts/Advances 816.48 584.05
Selling expenses 765.67 1,095.93
Legal and Professional expenses 407.28 514.74
Other Expenses 2,836.82 2,778.85
19,060.38 19,566.65
Schedule 18. INTEREST CHARGE :-

Interest expenses :
Debentures - 20.86
Loans for fixed term 357.87 868.59
Other interest 571.93 656.80
929.80 1,546.25
Less Interest income :
Other interest 88.37 97.69
(Amount is gross of TDS of Rs. 15.52 lacs ; 88.37 97.69
841.43 1,448.56
55

RALLIS
Schedule 19. NOTES TO THE ACCOUNTS: -

1. Significant Accounting Policies: -
(a) Basis of Accounting
The financial statements are prepared under the historical cost convention, on accrual basis, in accordance with
the requirements of the Companies Act, 1956, and comply with the Accounting Standards referred to in
sub-section (3C) of Section 211 of the said Act.
(b) Fixed Assets and Depreciation
(i) Fixed assets are stated at the cost of acquisition less accumulated depreciation and impairment losses, if any.
(ii) Depreciation has been calculated on all the assets on the straight line method at the rates and in the manner
specified in Schedule XIV of the Companies Act, 1956. Assets costing less than Rs.5,000 are fully depreciated
in the year of purchase.
(iii) The premium paid, being the cost of leasehold land, is amortised over the lease period.
(iv) Interest and other financing costs relating to borrowed funds attributable to the construction or acquisition
of fixed assets have been capitalised to the extent they relate to the period upto which the asset was ready
to be put to use.
(c) Investments
Long term investments are valued at the cost, less provision for permanent diminution in value, if any.
Current investments are valued at the lower of the cost and market price.
(d) Inventory
• Stores and spare parts are valued at the lower of the cost or net realisable value.
• Raw materials are valued at the lower of the cost or net realisable value.
• Work in progress is valued at the lower of the cost or net realisable value.
• Finished stocks are valued at the lower of the cost or net realisable value except for by-products which are
valued at the net realisable value.
Cost is determined as follows:-
• Stores and spare parts - Moving Average Price
• Raw materials - Moving Average Price
• Work in Progress – Aggregate of raw material and production overheads upto the stage of completion
• Finished goods :
• Manufactured – Aggregate of material cost, production overheads and excise duty cost thereon
• Traded – Moving Average Price
(e) Sales
Sales are accounted for on despatch of goods to the customers which coincides with the transfer of risk and
rewards and are net of sales returns.
(f) Foreign Currency Transactions
Foreign currency transactions are recorded at the exchange rate prevailing on the date of the transaction. Monetary
assets and liabilities denominated in foreign currencies are stated at the exchange rates prevailing at the year-
end. The loss/gain on such translation is accounted for in the Profit and Loss Account. Premium on forward
exchange contract is amortised over the period of the contract. Exchange difference in such contracts are
recognised in the Profit and Loss Account. Profit or loss arising on cancellation or renewal of such contract are also
recoginsed as income or expense for the period.
The difference in translation of monetary assets and liabilities and realised gains and losses on foreign exchange
transactions other than those relating to fixed assets are recognised in the Profit and Loss Account .
Exchange differences (including arising out of forward exchange contracts) in respect of liabilities incurred to
acquire fixed assets from outside India are adjusted to the carrying amount of such fixed assets.
56
56 — CEPS 4\E:\SALES\SANJAY\RALLIS AR 05-06\RALLIS NOTES 2006.PMD — skg-20-4/NSS/24/4/vk26-4/28-4/sbs(3-5)/NSS/3/5

(g) Intangible Assets
a) Expenditure on Research & Development
Expenditure on research or on the research phase of an internal project, other than on tangible assets, is
recognised as an expense when it is incurred.
Intangible asset arising from development or on the development phase of an internal project is recognised,
if and only if all of the following are demonstrated in respect of the resultant intangible asset :-
(a) the technical feasibility of completion for use or sale;
(b) the intention to use or sell;
(c) the ability to use or sell;
(d) the generation of probable future economic benefits;
(e) the availability of adequate technical, financial and other resources to complete the development and
(f ) the ability to measure the attributable expenditure reliably during the development.
Tangible assets used for research and development are capitalised.
b) Other Intangible Assets
Other Intangible assets are recognised if :-
- the assets are identifiable, non-monetary assets;
- the asset are resources controlled by the Company as a result of past events;
- the assets are held for use in the production or supply of goods or services, for rental to others or for
administrative purposes;
- the cost of such assets can be reasonably measured and
- future economic benefits are expected to flow to the Company from these assets.
Intangible assets are depreciated over the estimated useful lives of these assets. The useful life of an
intangible asset is reviewed at each balance sheet date.
(h) Retirement Benefits
Annual contributions for Provident and Superannuation Funds (based on a percentage of salary) and Gratuity
Fund (based on an actuarial valuation as at the year end) are charged to Profit & Loss Account. Provisions for
encashment of unavailed leave standing to the credit of the employees as at the year end and supplemental
payments payable on retirement of certain eligible employees, determined on an actuarial valuation based on the
year end, has been made.
(i) Deferred Revenue Expenditure
(i) The cost of Voluntary Retirement Schemes is amortised over a period of five years.
(ii) Professional and consultancy expenses incurred towards restructuring of business, land development expenses
incurred upto 31st March, 2003 are deferred over a period of five years from the year in which they were
incurred. Expenditure incurred on effluent treatment charges upto 31st March, 2003, is deferred over a
period of three years from the year in which they were incurred. Expenditure incurred from 1st April, 2003 in
these heads are charged to Profit and Loss Account in the year they are incurred.
(j) Taxes on Income
Current tax is determined as the amount of tax payable in respect of taxable income for the year. Deferred tax is
recognised on timing differences, being the difference between taxable income and accounting income that
originate in one period and are capable of reversal in one or more subsequent periods. Where there is an
unabsorbed depreciation or carry forward loss, deferred tax assets are recognised only if there is virtual certainty
of realisation of such assets. Other deferred tax assets are recognised only to the extent there is reasonable
certainty of realisation in future.
(k) Segment Reporting
The accounting policies adopted for segment reporting are in line with the accounting policy of the Company.
Segment Revenue, Segment Expenses, Segment Assets and Segment Liabilities have been identified to segments
on the basis of their relationship to the operating activities of the segment. Revenue, Expenses, Assets and
57

RALLIS
Liabilities which relate to the enterprise as a whole and are not allocable to segments on reasonable bases, have
been included under “Unallocated Revenue/Expenses/Assets /Liabilities”.
Accounting of inter-segment revenue is based on the standard transfer price as decided at the beginning of the
year.
(l) Impairment of assets
The carrying values of assets of the cash-generating units at each balance sheet date are reviewed for impairment.
If any indication of such impairment exists, the recoverable amount of those assets are estimated and impairment
loss is recognised, if the carrying amount of those assets exceeds their recoverable amount. The recoverable
amount is the greater of the net selling price and their value in use. Value in use is arrived at by discounting the
estimated future cash flows to their present value based on appropriate discount factor.
(m) Provisions & Contingencies
A provision is recognised when the Company has a present legal or constructive obligation as a result of past
event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which
reliable estimate can be made. Provisions (excluding retirement benefits) are not discounted to its present value
and are determined based on best estimate required to settle the obligation at the balance sheet date. These are
reviewed at each balance sheet date and adjusted to reflect the current best estimates. Contingent liabilities are
not recognised.
(n) Derivatives
The fair value of derivative contracts is not ascertained as these instruments are not held for trade. Income
accruing during the period by way of interest on such instruments is set off against corresponding interest costs
of the underlying or booked as other income where the underlying does not bear interest cost. The gain or loss
arising from translation of foreign currency exposure irrespective of underlying principal, as at the end of the
period, is recognised as part of income or loss for the period.
2. Contingent liabilities: - Rs. Lacs
As at As at
(a) Demand contested by the Company #
- Sale tax 1,415.25 1,534.39
- Excise duty 1,936.52 1,370.56
- Customs duty 144.10 144.10
- Service tax 28.54 14.53
- Property cases 208.84 137.64
- Labour cases 89.73 71.80
- Other cases 517.34 712.78
- Number of cases where amount is not quantifiable 27 Nos ;
(Previous Year 32 Nos)
(b) Bills discounted # 3,491.27 3,325.75
(c) Uncalled partly paid shares held as Investments 9.01 10.30
(d) Guarantees aggregating to Rs. 860.06 lacs (Previous Year Rs. 658.52 lacs) have been issued by banks at the request
of the Company in favour of third parties. #
(e) First Loss default guarantee amounting to Rs. 6,741.71 lacs (Previous Year Rs. 360.00 lacs ) has been given in respect
of purchase of receivables by IDBI Bank, Citibank and UTI Bank. #
# The Company does not expect any liability to devolve in respect of these exposures and therefore no provision
has been made in respect thereof.
3. Estimated amount of contracts remaining to be executed on capital account Rs. 344.97 lacs (Previous Year Rs. 221.28
lacs) (net of advances paid Rs. 83.13 lacs ; Previous Year Rs. 25.28 lacs).
58

4. Fixed assets include Rs.1,251.30 lacs (Previous Year Rs. 1,401.78 lacs) representing the book value of assets held for
disposal. In the opinion of the Management, these assets have a value on realisation not lower than the book value.
This opinion has been relied upon by the Auditors.
5. The names of the small scale industrial undertakings to whom the Company owes amounts outstanding for more than
30 days are :
A & B Seals, Ace Polybond Pvt Ltd., Agarwal Containers Ltd., Agarwal Packaging Pvt. Ltd., Ashapura Chinaclay Co, Bhanu
Packaging, Bharat Products Ltd., Bombay Ammonia & Chemical Company, Chamunda Engg. Works, Chemofarbe Industries,
Crystal Ice Factory, Eno Pack Seals (India), G. R. Enterprises, Hyderabad Ammonia & Chemicals Pvt. Ltd., Impact Metals
Ltd., Jitendra Paper Industries, Madhuban Drums & Barrels , Maruti Containers, Maharashtra Metal Works Pvt. Ltd.,
Mullackal Polymers, Paramount Graphics, Plasticon Industries, Prerna Ammonia & Chemicals Pvt. Ltd., Raj Print-N-Stick,
Shree Bharati Pulp & Paper, Shree Gajanan Paper Cone Industries, Sai Packages, Standard Surfactants, Tropical Agro
System Pvt. Ltd., Tytan Organics Pvt. Ltd., Verma Gases India Pvt. Ltd. and Western India Chemicals.
The above information and that given in Schedule 11 – “Current Liabilities” regarding small scale industrial undertakings
has been determined to the extent such parties have been identified on the basis of information available with the
Company. This has been relied upon by the Auditors.
6. The charge in favour of the Company’s bankers by way of hypothecation of stocks, book debts and receivables, is
entered to guarantees executed by bankers in the normal course of business.
7. Secured Loans :-
(a) There were no secured term loans from banks as at the year end (Previous Year Rs. 1500.00 lacs secured by way of
subservient charge on the Company’s movable fixed assets).
(b) Bank overdrafts and temporary loans have been secured by a first charge by way of hypothecation of stocks, book
debts and receivables .
(c) Loans from others on account of purchase of vehicles have been secured by way of hypothecation of vehicles.
8. Details in respect of non cancelable operating leases as at 31st March ’06 are as follows :
Rs. lacs
31.03.2006 31.03.2005
Total Leased Assets 2,024.64 2024.64
Future Lease Rentals
Within 1 year 310.63 310.63
Over 1 year but less than 5 years 560.73 871.37
More than 5 years - -
Amount charged to Profit & Loss Account 310.63 411.81
The Company has acquired certain assets under finance lease for an aggregate fair value of Rs.511.52 lacs (Previous
Year Rs.70.40 lacs). The total minimum lease payments (MLP) in respect thereof and present value of future lease
payments, discounted at the interest rates implicit in the lease are ;
Rs. lacs
31.03.2006 31.03.2005
MLP MLP
Principal Interest Total Principal Interest Total
Within 1 year 164.45 19.67 184.12 23.69 2.80 26.49
Over 1 year but less than 5 years 173.11 8.23 181.34 27.58 1.12 28.70
59

RALLIS
9. Other Expenses include :

Rs. lacs
Auditors’ Remuneration 2005-06 2004-05

(i) Audit fees (Service Tax Rs. 5.75 lacs ; Previous Year Rs. 4.79 lacs) 46.98 46.98
(ii) Tax Audit (Service Tax Rs.1.22 lacs ; Previous Year Rs.1.33 lacs) 10.00 13.00
(iii) Fees for company law matters
(Service Tax Rs.0.03 lacs; Previous Year Rs. 0.03 lacs) 0.25 0.25
(iv) Fees for other services (Service Tax Rs. 4.24 lacs; Previous Year Rs. 3.18 lacs) 41.40 31.25
(v) Reimbursement of out-of-pocket expenses 1.37 1.57
Service tax which is being claimed for set-off as input credit, has not been included above.
10. The Company has incurred the following expenses on research and development in Government recognised laboratories
owned by the Company :
Rs. lacs
2005-06 2004-05
On tangible fixed assets 15.37 89.18
On items which have been expensed during the year * 799.31 894.28
Total 814.68 983.46
* Includes amount of Rs. 528.85 lacs paid to external research agency
11. (a) Computation of Net Profit in accordance with Section 198 of the Companies Act, 1956 :
Rs. lacs
2005-06 2004-05
Profit for the year before taxation 4,453.50 3,416.33
Add
Provision for doubtful debts and advances 816.48 584.05
Provision for diminution in the value of investments - 40.64
Managerial remuneration 47.47 863.95 31.38 656.07
5,317.45 4,072.40
Less:
Brought forward loss from previous years 11,004.90 14,701.76
Capital profit on sale of fixed assets 396.97 310.37
Doubtful debts and advances set off against Provisions 205.65 11,607.52 65.17 15,077.30
Net Profit/(Loss) under Sec.198 of the
Companies Act, 1956 (6,290.07) (11,004.90)
(b) Directors’ remuneration :
Rs. lacs
2005-06 2004-05
Salary 28.76 22.37
Contribution to Provident & Superannuation fund - -
Other benefits in cash and kind * 9.51 5.66
38.27 28.03
Directors’ fees 9.20 3.35
47.47 31.38
* Excludes contribution to Gratuity Fund since the same is ascertained for the company as a whole on actuarial
valuation.
60

12. Sundry income includes net exchange gain of Rs. Nil lacs (Previous Year Rs. 369.23 lacs) and Other Expenses includes net
exchange loss of Rs.143.28 lacs (Previous Year Rs. Nil lacs)
13. Deferred tax assets and liabilities :
Rs. lacs
As at 31st As at 31st
March, 2006 March, 2005
Deferred Tax Assets
On provision against debts and advances 3,269.29 3,096.65
On unabsorbed depreciation - 400.25
On other items 1.06 169.66
Total 3,270.35 3,666.56
Deferred Tax Liabilities
On fiscal allowance on fixed assets 2,886.42 3,518.75
On deferred expenditure 47.93 147.81
Total 2,934.35 3,666.56
Net Deferred tax Asset Recoginsed 336.00 -
The Company also has deferred tax assets aggregating Rs. 3,603.14 lacs (Previous Year Rs. 5,482.15 lacs) on account of
carried forward business losses and unabsorbed depreciation which have not been recognised on grounds of prudence.
14. Segment Information :
a. Primary Segment Information
Particulars Business Segments Eliminations Consolidated

Pesticides Others Total
REVENUE
Total External Revenue 58,801.73 2,448.69 61,250.42
54,267.83 3,734.47 58,002.30
Total Inter-segment Revenue - - - -
- - - -
Segment Revenue 58,801.73 2,448.69 - 61,250.42
54,267.83 3,734.47 - 58,002.30
Unallocable Revenue 1,784.36
1,438.85
Total Revenue (A) 63,034.78
59,441.15
61

RALLIS

RESULT
Segment Result (B) 7,210.76 490.44 7,701.20
7,884.27 (54.06) 7,830.21
Unallocable Expenses (2,406.27)
(net of unallocable income) (2,965.32)
Operating Profit/(Loss) 5,294.93
4,864.89
Interest Expense (929.80)
(1,546.25)
Interest Income 88.37
97.69
Taxation (201.14)
(66.83)
Profit/(Loss) after taxation 4,252.36
3,349.50
OTHER INFORMATION
ASSETS
Segment Assets (C) 37,536.09 2,194.53 39,730.62
35,186.38 4,861.41 40,047.79
Unallocated Assets 6,102.19
5,116.64
Total Assets excluding investments 45,832.81
45,164.43
LIABILITIES
Segment Liabilities (D) 17,781.38 1,230.88 19,012.26
12,019.84 1,087.27 13,107.11
Unallocated Liabilities 554.73
1,815.93
Total Current Liabilities 19,566.99
14,923.04
CAPITAL EXPENDITURE
Total Cost incurred during the year to
acquire Segment assets (E) 1,530.33 7.33 1,537.66
2,555.75 68.65 2,624.40
Unallocated Capital Expenditure 81.79
346.58
Total Cost incurred during the
year to acquire assets 1,619.45
2,970.98
62

DEPRECIATION
Segment Depreciation (F) 1,341.53 5.56 1,347.09
1,137.71 135.31 1,273.02
Unallocated Depreciation 328.36
338.17
Total Depreciation 1,675.45
1,611.19
NON CASH EXPENSES
Segment Non Cash expenses other than
Depreciation/ Amortisation (G) - - -
- - -
Unallocable Non Cash expenses 608.42
657.92
Total Non Cash expenses 608.42
657.92
Figures in italics relate to the previous year.

Note :
The Company has disclosed Business Segment as the primary segment. Segments have been identified taking into
account the nature of products, differing risks and returns, the organisational structure and internal reporting system.
The Company’s operations predominantly relate to Manufacture and Trading of Pesticides . Other business segments
comprise of Plant Growth Nutrients, Fine Chemicals and Seeds.
(b) Secondary Segment Information:-
Particulars India Outside India Consolidated Total
(i) REVENUE
Total External Revenue 45,933.36 15,317.06 61,250.42
44,524.38 13,477.92 58,002.30
Unallocable Revenue 1,784.36
1,438.85
Total Revenue 63,034.78
59,441.15
(ii) ASSETS
Segment Assets 37,601.83 2,128.79 39,730.62
38,641.35 1,406.44 40,047.79
Unallocated Assets 6,102.19
5,116.64
Total Assets excluding investments 45,832.81
45,164.43
63

RALLIS
(iii) All the tangible and intangible fixed assets of the Company are situated in India and hence for the total cost
incurred during the year, geographical segment-wise is not applicable.
Note :
Rs. lacs
2005-06 2004-05
(1) Total Unallocable Assets exclude:
Investments 4,948.42 45.75
Deferred Tax Assets 336.00 -
Miscellaneous Expenditure 543.56 1,006.40

5,827.98 1,052.15
(2) Total Unallocable Liabilities exclude:
Secured Loans 3,238.92 5,606.91
Unsecured Loans 8,325.98 8,246.19
Provisions 2,967.89 2,824.15

14,532.79 16,677.25
15. Related Party Disclosures:
Disclosure as required by Accounting Standard 18 (AS – 18) “Related Party Disclosures” issued by The Institute of
Chartered Accountants of India is as follows:
(a) Names of the related parties and description of relationship:
(i) Promoters and other shareholders: Tata Tea Limited
Tata Sons Limited
Tata Chemicals Limited
Tata Investment Corporation Limited
Ewart Investments Limited
Niskalp Investments & Trading Co. Limited

(upto 30th December, 2005)
(ii) Other related parties:
Associates Akola Chemicals Limited *
Amba Trading & Manufacturing Co. Limited
(iii) Key Management Personnel: Dr.V.S. Sohoni – Managing Director
64

(b) Details of Transactions : Rs. lacs
Nature of Transactions Associates Tata Sons/ Key Management Total

Shareholders Personnel
Purchase of Goods - 247.13 - 247.13

126.42 81.71 - 208.13
Sales of Goods - 1,223.47 - 1,223.47

17.56 570.80 - 588.36
Sales of Investments - 118.32 - 118.32

- - - -
Rendering of Services - - - -
- 1.33 - 1.33
Receiving of Services - - - -
43.87 82.00 - 125.87
Other Expenses - 108.41 - 108.41

- 86.33 - 86.33
Dividend Income - 3.01 - 3.01

2.40 3.19 - 5.59
Dividend Proposed (Equity) - 217.90 - 217.90

- 54.82 - 54.82
Dividend Proposed (Preference) - 277.50 - 277.50

- 321.47 - 321.47
Remuneration paid - - 38.27 38.27

- - 28.03 28.03
Debit Balance Outstanding

as on 31.3.2006
- Other Receivables - 193.13 - 193.13

97.10 154.54 - 251.64
Credit Balance Outstanding

as on 31.3.2006
- Other Payables - 147.01 - 147.01

120.04 252.82 - 372.86
65

RALLIS
Transactions included in (b) above which are in excess of 10% of the total related party transactions of the same type
are given below :
Nature of Transactions Associates * Promoters/Shareholders
Akola Tata Tata Tata
Chemicals Chemicals Tea Sons
Ltd. Ltd. Ltd. Ltd.
Purchase of Goods - 247.13 - -
126.41 81.71 - -
Sales of Goods - 1,223.47 - -
- 518.87 - -
Sales of Investments - - - 118.32
- - - -
Rendering of Services - - - -
- 1.33 - -
Receiving of Services - - - -
43.87 - - 82.00
Other Expenses - - - 108.41
- - - 86.13
Dividend Income - 3.01 - -
2.40 2.55 0.64 -
Dividend Proposed (Equity) - 45.06 117.55 36.03
- 11.27 29.39 9.01
Dividend Proposed (Preference) - 187.50 90.00 -
- 217.21 104.26 -
* Ceases to be an associate effective from 15th March, 2005.
16. Quantitative and value analysis of Materials consumed :-
Units 2005-06 2004-05

Quantity Value Quantity Value
Rs. lacs Rs. lacs
Active Ingredient for pesticides Tonnes 3,674 7,007.64 3,227 7,029.48
KL 107 468.33 - -
Other Chemicals Tonnes 43,422 18,681.73 38,952 16,446.98
KL 1,457 358.85 1,616 406.59
Others * 2,765.05 * 2,586.14
29,281.60 26,469.19
* Comprise dissimilar items which cannot be practically aggregated
66

17. (a) Licensed/installed capacities, production and stocks of goods manufactured :-
Units Installed Production Opening Stocks Closing Stocks
Capacity Quantity Quantity Value Quantity Value
Rs. lacs Rs. lacs
a. Pesticides
Solids Tonnes 22,825 15,143 1,217 3,582.81 2,226 4,754.65
Liquids KL 17,600 8,662 1,023 1,978.95 963 2,041.43
Solids
Liquids
b. Plant Growth
Tonnes
KL
22,825
17,600
13,364
8,731
1,016
1,310 } 5,115.80
1,217
1,023
3,582.81
1,978.95
Nutrients Tonnes N.A. 728 440 82.06 454 114.56

Tonnes N.A. 570 391 164.00 440 82.06
Total 5,643.82 6,910.64
5,279.80 5,643.82
Notes :
(a) Licensed Capacity – Delicensed vide Gazette Notification No. S.O.477 (E) dated 25.07.91.
(b) Figures in italics are in respect of the previous year.
(c) Production figures are net of free issues, free replacements made against breakage, time expiry stocks,
sample issues and captive consumption.
(d) N.A. = Not Applicable.
(b) Purchase & stock of goods traded :-
Units Purchases Opening Stocks Closing Stocks
Quantity Value Quantity Value Quantity Value
Rs. lacs Rs. lacs Rs. lacs
a. Pesticides Tonnes 4,782 7,521.35 38 462.59 284 679.88
KL 473 2,150.93 99 501.96 199 1,813.22
Tonnes 442 2,290.01 - - 38 462.59
KL 336 3,928.19 103 158.96 99 501.96
b. Plant Growth
Nutrients Tonnes 2,181 348.05 1,382 189.72 1,123 150.23
KL (32) - 32 6.19 - -
c. Seeds
Tonnes
KL
Tonnes
5,345
590
-
598.29
188.10
-
2,466
76
1,775
} 304.35
222.33
1,382
32
952
189.72
6.19
92.69
Tonnes 811 184.09 2,224 237.29 1,775 222.33
d. Tanning
Materials Tonnes 692 434.58 193 127.65 135 60.14
Tonnes 1,053 739.52 182 193.91 193 127.65
Total 10,643.01 1,510.44 2,796.16
7,740.10 894.51 1,510.44
Notes :
(a) Figures in italics are in respect of the previous year.
(b) Purchases are net of free issues, free replacements made against breakage, time expired stocks and sample
issues.
67

RALLIS
18. Value of imports on C.I.F basis :-

Rs. lacs
2005-06 2004-05
Raw materials 10,155.14 8,494.80
Components, stores and spare parts - -
Capital Goods 265.66 110.07
Trading goods 570.79 777.50
10,991.59 9,382.37
19. Expenditure in foreign currency :-
Rs. lacs
2005-06 2004-05
Royalty - 10.94
Interest 50.00 167.06
Professional & Consultancy Charges - 1.41
Other Matters 343.20 258.46
393.20 437.87
20. Value of Imported and Indigenous Materials consumed :-
2005-06 2004-05
Rs. lacs % Rs. lacs %
a. Raw Material
Imported (Including Customs Duty) 11,763.00 40% 9,699.24 37%
Indigenous 17,518.60 60% 16,769.95 63%
Total 29,281.60 100% 26,469.19 100%
b. Spare Parts & Components
Imported (Including Customs Duty) - - - -
Indigenous 297.76 100% 307.61 100%
Total 297.76 100% 307.61 100%
21. Earnings Per Share

2005-06 2004-05
Rs.lacs Rs. lacs
i) Net Profit After Tax 4,252.36 3,349.50
Less :- Preference dividend including tax thereon 752.57 746.19
Profit attributable to Equity Shareholders 3,499.79 2,603.31
ii) Weighted average No. of Equity Shares for Basic/
Diluted EPS (Nos) 11,984,593 11,984,593
iii) Nominal value of Equity Per Share (in Rs.) 10 10
iv) Basic/Diluted Earning Per share (in Rs.) 29.21 21.72
68

22. Earnings in foreign exchange :-
Rs. lacs
2005-06 2004-05
Export of goods on FOB basis 14,771.26 11,952.93
Technical Services 30.06 160.30
Freight, insurance and other matters 396.40 356.55
Surrender of Rights - 886.29
15,317.06 13,477.92
23 The Company has transferred its Knowledge Services Business, which includes the Research and Development Center
at Bangalore, as a going concern to Advinus Therapeutics Pvt. Ltd. with effect from 1st May, 2005, for a consideration of
Rs. 26 crores through a Business and Assets Transfer Agreement dated 8th August, 2005 and a Conveyance Deed dated
30th September, 2005. Profit from the above sale is included in Profit/(Loss) on Sale of Fixed Assets under Other
Income.
24. Statement of purchases & sales of units of mutual funds :-

Rs. lacs
Particulars of Investments No of Units Cost
Tata Short Term Bond Fund - Growth Plan 4,136,128 500.00
Prudential ICICI Liquid Plan Investment Plus - Growth 2,977,555 500.00
Tata Floating Rate Short Term Investment Plus - Growth 9,480,627 999.74
Tata Floater Fund - Growth 5,641,129 564.11
25. Derivatives :-
In order to minimise financing costs and to manage interest rate exposure, the Compnay has entered into derivative
contracts. The category-wise quantitative data of derivative instruments that were outstanding as at the balance sheet
date is given below :
i. Interest rate swap
• The Company has entered into 1 contract whereby its interest basis on borrowings of aggregating Rs. 7,500
lacs has been converted from fixed to variable rate.
• The Company has also entered into a swap contract to receive interest on differential on conversion of
Preference Capital Rupee exposure into a foreign currency exposure through a currency swap.
ii. Currency swaps
• The Company has entered into 3 Swap contracts converting the underlying exposure in Rupees into Foreign
Currency- Principal amount Rs.16,300 lacs (including Preference Capital referred to above).
The year end foreign currency exposures that have not been hedged by a derivative instrument or otherwise
are given below:
a. Amounts receivable in foreign currency on account of the following:
• Export of goods and services Rs. 1,653.07 lacs (US$ 1.88 million; AU$ 1.66 million and € 0.54 million); and
• Sale of rights Rs. 314.78 lacs (US$ 0.71 million).
69

RALLIS
b. Amounts payable in foreign currency on account of the following:

• Buyers’ credit – Rs. 636.29 lacs (US$ 1.43 million)
• Import of goods and services – Rs. 966.57 lacs (US$ 1.68 million; AU$ 0.22 million and J¥ 38.72 million);
• Customer advances – Rs. 239.76 lacs (US$ 0.54 million);
• Taxes – Rs. 47.43 lacs (AU$ 0.15 million); and
• Derivatives – Rs. 16,184.92 lacs (CHF 25.72 million and J¥ 1,856.46 million).
The above disclosures have been made consequent to an announcement by the Institute of Chartered
Accountants of India in December, 2005, which is applicable to financial periods ending on or after 31st
March, 2006. Therefore, figures for the previous year have not been disclosed.
26. Remittances in foreign currencies on account of dividends :-
2005-06 2004-05
Year to which they relate 2004-05 -
Number of non-resident shareholders 1 -
Number of shares of Rs. 10/- each 5,00,000 -
Amount remitted (Rs. lacs) 5.00 -
27. Previous year’s figures have been regrouped / restated to conform with this year’s groupings, where necessary.
Signature to Schedules 1 to 19
RAM S. TARNEJA R.GOPALAKRISHNAN Chairman
Mumbai, 17th April, 2006

HOMI R. KHUSROKHAN
B. D. BANERJEE
E. A. KSHIRSAGAR
}
Directors VENKATRAO S. SOHONI Managing Director
P.S.MEHERHOMJI Company Secretary
70

Balance Sheet Abstract & Company’s General Business Profile :-
I. Registration Details
Registration No. 1 4 0 8 3 State Code 1 1
Balance Sheet Date 3 1 0 3 2 0 0 6
Date Month Year
II. Capital Raised during the Year (Amount in Rs. Thousands)
Public Issue Rights Issue
N I L N I L
Bonus Issue Private Placement
N I L N I L
III. Position of Mobilisation and Deployment of Funds (Amount in Rs. Thousands)
Total Liabilities (including Current Liabilities) Total Assets
5 1 6 6 0 7 9 5 1 6 6 0 7 9
Sources of Funds
Paid-up Capital Reserves & Surplus
9 9 9 8 4 8 7 5 6 2 5 3
Secured Loans Unsecured Loans
3 2 3 8 9 2 8 3 2 5 9 8
Application of Funds
Net Fixed Assets Investments
1 6 5 2 7 8 8 4 9 4 8 4 2
Net Current Assets Misc. Expenditure
6 7 7 0 0 5 5 4 3 5 6
Accumulated Losses
N I L
IV. Performance of Company (Amount in Rs. Thousands)
Turnover Total Expenditure
6 3 0 3 4 7 8 5 8 5 8 1 2 8
+ - Profit Before Tax + - Profit After Tax
✓ 4 4 5 3 5 0 ✓ 4 2 5 2 3 6
Earnings per Share Rs. Dividend Rate %
2 9 . 2 1 0 4 0
V. Generic Names of Three Principal Products / Services of Company (as per monetary terms)
Item Code No. (ITC Code)
3 8 0 8 2 0 - 0 9 H E X A C O N A Z O L E
3 8 0 8 1 0 - 2 9 A C E P H A T E
3 8 0 8 2 0 - 9 0 M E T C O N A Z O L E
71

RALLIS

ANNEXURE TO THE DIRECTORS’ REPORT
INFORMATION AS PER SECTION 217(2A) READ WITH THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975
AND FORMING PART OF THE DIRECTORS’ REPORT FOR THE YEAR ENDED 31ST MARCH, 2006
Sr. Name Designation/ Gross Net Qualifica- Exper- Date of Age Particulars of
No. Nature of Remun- Remun- tions ience commence- (Years) last employment/
duties eration eration (Years) ment of employer and
received received employment position held
Rs. Rs.
1 2 3 4 5 6 7 8 9 10
A. Employed throughout the year and in receipt of remuneration aggregating not less than Rs.24,00,000/- for the year
ended 31st March, 2006.
1 Dr V S Sohoni Managing 3,827,155 2,037,505 B-Tech (Hons) 42 11-Aug-03 64 Pharmacia India P Ltd.
Director Ph.d President & Managing
Director
B. Employed for part of the year in respect of remuneration aggregating not less than Rs.2,00,000/- per month.
1 Mr. V Shankar Chief 1,042,899 289,600 B.Com (Hons), 26 1-Dec-05 49 Tata Chemicals Ltd
Operating FCA, AICWA, Chief Operating
Officer ACS, L.L.B Officer,Phosphates
2 Mr.Dilip N Gokhle General 453,410 372,610 Msc 29 1-Sep-98 51 ICI India Ltd
Manager (Chemistry) Marketing Manager
Commercial
Notes :
1 Gross remuneration received includes salary, allowances, leave travel expenses, medical benefits in accordance with Company’s
rules. Company’s contribution to provident and superannuation funds, monetary value of the perquisites calculated in accordance
with the Income Tax Act, 1961 and the Rules made thereunder but excludes contribution to Gratuity Fund on the basis of actuarial
valuation as separate figures are not available & amount paid on VRS\ESS.
2 Net remuneration is gross remuneration less taxes,contribution to provident and superannuation funds and value of perquisites
3 The employees have adequate experience to discharge responsibilities assigned to him.
4 None of the employee are relative of the Directors of the Company.
5 The nature of employment is contractual.
On behalf of the Board of Directors
R . GOPALAKRISHNAN
Mumbai, 17th April, 2006 Chairman
72

FINANCIAL STATISTICS
Rs. lacs
Year-end Financial Position
2006 2005 2004 2003 2002 2001 2000 1999 1998 1997
Net Fixed Assets 16,528 18,186 17,665 15,608 16,079 17,440 18,395 16,617 13,726 12,991
Deferred Tax Assets 336 - - - - - - - - -
Investments 4,948 46 309 2,663 2,383 3,165 3,213 3,173 1,163 1,266
Total 21,812 18,231 17,973 18,270 18,462 20,605 21,608 19,790 14,889 14,257
Current Assets 29,305 26,979 38,055 54,402 63,606 58,569 58,226 53,517 36,964 35,566
Current Liabilities 22,535 17,747 20,374 33,265 35,742 25,043 27,377 31,927 15,533 19,337
Net Current Assets 6,770 9,232 17,681 21,137 27,864 33,526 30,849 21,590 21,431 16,229
TOTAL CAPITAL EMPLOYED 28,582 27,463 35,654 39,408 46,326 54,131 52,457 41,380 36,320 30,486
Capital
- Preference 8,800 8,800 8,800 - - 1,800 2,000 2,000 3,500 3,500
- Equity 1,198 1,198 1,198 1,198 1,198 1,198 1,198 1,198 1,198 1,198
Total 9,998 9,998 9,998 1,198 1,198 2,998 3,198 3,198 4,698 4,698
Reserves 7,563 4,618 7,255 6,707 12,338 9,726 12,526 11,110 9,705 8,600
Less: Debit Balance in Profit & Loss A/c. - - 4,969 2,155 - - - - - -
Less: Miscellaneous Expenditure 544 1,006 1,551 1,653 1,223 1,153 1,193 900 598 611
Net Worth 17,017 13,610 10,733 4,098 12,314 11,571 14,531 13,408 13,805 12,687
Borrowings
- Short term 8,326 5,607 16,236 30,513 28,239 25,923 25,093 16,938 12,425 11,140
- Long term 3,239 8,246 8,686 4,797 5,773 16,637 12,833 11,034 10,090 6,659
Total 11,565 13,853 24,921 35,310 34,012 42,560 37,926 27,972 22,515 17,799
TOTAL SOURCES 28,582 27,463 35,654 39,408 46,326 54,131 52,457 41,380 36,320 30,486
Summary of Operations
Sales (including Excise) 65,275 60,350 54,587 88,508 103,768 108,890 143,251 125,619 120,612 116,259
Other Income 3,900 5,332 11,753 3,921 16,884 3,504 2,592 1,802 1,105 1,207
Total Income 69,175 65,682 66,340 92,429 120,652 112,394 145,843 127,421 121,717 117,466
Expenses
Materials consumed 37,025 33,420 30,202 67,112 78,054 79,412 110,950 93,748 92,058 90,100
Personnel cost 5,165 5,281 5,631 5,654 4,988 5,054 5,122 4,729 4,386 4,293
Excise duty 6,140 6,241 5,667 3,919 5,185 6,073 4,657 5,097 3,972 4,261
Interest 841 1,449 3,956 4,152 4,222 6,258 5,518 4,912 4,140 4,449
Depreciation 1,675 1,611 1,703 1,522 1,415 1,564 1,365 1,225 1,097 848
Other expenses 13,874 14,264 16,562 17,784 20,442 15,807 15,726 14,494 13,341 11,017
Total 64,721 62,266 63,721 100,142 114,307 114,168 143,338 124,205 118,994 114,968
73

RALLIS
Rs. lacs
2006 2005 2004 2003 2002 2001 2000 1999 1998 1997
Profit before tax and prior
year adjustment 4,453 3,416 2,619 (7,714) 6,345 (1,774) 2,505 3,216 2,723 2,498
Tax 201 67 64 (342) (1,349) (512) 47 475 420 218
Profit after tax before
prior year adjustment 4,252 3,350 2,555 (7,372) 7,694 (1,262) 2,458 2,741 2,303 2,280
Prior year’s adjustment - - - 355 1,820 1,296 - - - -
Profit after tax 4,252 3,350 2,555 (7,727) 5,874 (2,558) 2,458 2,741 2,303 2,280
IMPORTANT RATIOS
Current Assets : Liabilities 1.3 1.5 1.9 1.6 1.8 2.3 2.1 1.7 2.4 1.8
Debt : Equity 0.7 1.0 2.3 8.6 2.8 3.7 2.6 2.1 1.6 1.4
PBT/Turnover % 6.8 5.6 4.8 (8.7) 6.1 (1.6) 1.7 2.6 2.3 2.1
Return (PBIT) on Capital Employed % 18.5 17.7 18.4 (9.0) 22.8 8.3 15.3 19.6 18.9 22.8
Dividend (per share) 4.0 1.0 - - 10.0 - 6.0 6.0 5.0 4.5
Earnings (per share) 29 22 20 (64) 47 (23) 18 18 19 19
Net Worth (per share) 69 40 16 34 103 82 105 95 86 77
Previous year figures have been regrouped, wherever necessary.
74

Registered Office APEEJAY HOUSE 7TH FLOOR 3 DINSHAW VACHHA ROAD CHURCHGATE MUMBAI 400 020
Attendance Slip
I hereby record my presence at the FIFTY-EIGHTH ANNUAL GENERAL MEETING of the Company at Bombay House Auditorium,
Bombay House, 24, Homi Mody Street, Mumbai 400 001, on Wednesday, 31st May, 2006 at 4.00 p.m.
SIGNATURE OF THE ATTENDING MEMBER/PROXY
NOTES : 1. Shareholder/Proxyholder wishing to attend the meeting must bring this Attendance Slip to the meeting and
hand it over at the entrance duly signed.
2. Shareholder/Proxyholder desiring to attend the meeting should bring his/her copy of the Annual Report for
reference at the meeting.

Registered Office APEEJAY HOUSE 7TH FLOOR 3 DINSHAW VACHHA ROAD CHURCHGATE MUMBAI 400 020
Proxy
I/We ...................................................................................................................................................................................................................................................
of............................................................. in the district of ...................................................................................................................................................... being

a Member/Members of the abovenamed Company, hereby appoint .................................................................................................................
.....................................................................................................of .....................................................................................................................in the district of
.....................................................................or failing him .............................................................................................of............................in the district of
............................................................................................. as my/our Proxy to attend and vote for me/us and on my/our behalf at the
Fifty-Eighth Annual General Meeting of the Company, to be held on Wednesday, the 31st May, 2006 at 4.00 p.m. or at any
adjournment thereof.
Signed this .................................................................................................................. day of ................................................................................................. 2006.
Reference Folio No.:

Affix
DP ID/BEN ID Signature 30 Paise
Revenue
No. of Shares held Stamp
* in favour of
This form is to be used the resolution. Unless otherwise instructed, the Proxy will vote as he
* against
thinks fit.
* Strike out whichever is not desired.

NOTE : The Proxy must be returned so as to reach the Registered Office of the Company, at Apeejay House, 7th Floor, 3, Dinshaw
✄
Vachha Road, Churchgate, Mumbai 400 020, not less then FORTY-EIGHT HOURS before the time for holding the aforesaid
meeting.
RALLIS

Performance Summary
OPERATING REVENUE (SALES AND OTHER INCOME)(Rs. in crores) PROFIT AFTER TAX (Rs. in crores)
1110 59
1067
43
924 34
26
657 692
585
-26
-77
2000-01 2001-02 2002-03 2003-04 2004-05 2005-06
2000-01 2001-02 2002-03 2003-04 2004-05 2005-06
GROSS BLOCK (Rs. in crores)

NET WORTH (Rs. in crores)
283 170
279
272
136
258 116 123
251 107
247
41
2000-01 2001-02 2002-03 2003-04 2004-05 2005-06 2000-01 2001-02 2002-03 2003-04 2004-05 2005-06
INCOME DISTRIBUTION (2005-06) Rs. 695 crores

SOURCES OF INCOME & OTHER CREDITS (2005-06) Rs. 695 crores Freight, etc.
2.64%
Sales Personnel Cost

Other Operating
93.91% 7.43%
Expenses
17.06%
Deferred Taxation for
Current Year Depreciation
0.48% 2.41%
Interest
1.21%
Other Income
5.61% Materials Duties and Taxes
Consumed PAT paid
53.26% 6.12% 9.86%

Rallis Annual Report 2005 06

Uploaded by

Document Information

Original Description:

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Rallis Annual Report 2005 06

Uploaded by

Copyright:

Available Formats

RALLIS

A Enterprise Fifty-eighth annual report 2005-2006

Annual General Meeting on

Chairman’s Statement 4-5

Notice of Meeting 6-8

Explanatory Statement 9-13

Directors’ Report 14-20

Management Discussion and Analysis 21-27

Report on Corporate Governance 28-39

Auditors’ Report 40-43

Profit and Loss Account 45

Cash Flow Statement 46-47

Balance Sheet Abstract 71

Statement under Section 217 (2A) 72

Financial Statistics 73-74

Rallis India Limited

1 CEPS 4/E:/SALES/Sanjay/Rallis AR 05-06/File Rallis Main 2006.pmd/NSS/20/4/vk28-4-skg-2-5/sbs(3-5)

Rallis India Limited

2 CEPS 4/E:/SALES/Sanjay/Rallis AR 05-06/File Rallis Main 2006.pmd/NSS/20/4/vk28-4-skg-2-5/sbs(3-5)

Registered Office Share Registrars and

Company Secretary Bankers

3 CEPS 4/E:/SALES/Sanjay/Rallis AR 05-06/File Rallis Main 2006.pmd/NSS/20/4/vk28-4-skg-2-5/sbs(3-5)

Rallis India Limited

The Pesticides Industry

4 CEPS 4/E:/SALES/Sanjay/Rallis AR 05-06/File Rallis Main 2006.pmd/NSS/20/4/vk28-4-skg-2-5/sbs(3-5)

5 CEPS 4/E:/SALES/Sanjay/Rallis AR 05-06/File Rallis Main 2006.pmd/NSS/20/4/vk28-4-skg-2-5/sbs(3-5)

Rallis India Limited

RALLIS INDIA LIMITED

6 CEPS 4/E:/SALES/Sanjay/Rallis AR 05-06/File Rallis Main 2006.pmd/NSS/20/4/vk28-4-skg-2-5/sbs(3-5)

7 CEPS 4/E:/SALES/Sanjay/Rallis AR 05-06/File Rallis Main 2006.pmd/NSS/20/4/vk28-4-skg-2-5/sbs(3-5)

Rallis India Limited

By Order of the Board of Directors

8 CEPS 4/E:/SALES/Sanjay/Rallis AR 05-06/File Rallis Main 2006.pmd/NSS/20/4/vk28-4-skg-2-5/sbs(3-5)

9 CEPS 4/E:/SALES/Sanjay/Rallis AR 05-06/File Rallis Main 2006.pmd/NSS/20/4/vk28-4-skg-2-5/sbs(3-5)

Rallis India Limited

Turnover and other income 630.35 594.41

Excess of expenditure over income in so far as such

Loss as computed under Section 309(5) read

(v) Export performance and foreign exchange earned:

10 CEPS 4/E:/SALES/Sanjay/Rallis AR 05-06/File Rallis Main 2006.pmd/NSS/20/4/vk28-4-skg-2-5/sbs(3-5)

11 CEPS 4/E:/SALES/Sanjay/Rallis AR 05-06/File Rallis Main 2006.pmd/NSS/20/4/vk28-4-skg-2-5/sbs(3-5)

Rallis India Limited

By Order of the Board of Directors

12 CEPS 4/E:/SALES/Sanjay/Rallis AR 05-06/File Rallis Main 2006.pmd/NSS/20/4/vk28-4-skg-2-5/sbs(3-5)

Date of Birth 15.12.1943 23.01.1946 10.09.1941 28.05.1942

Date of Appointment 24.03.2003 24.03.2003 24.02.2006 24.03.2003

No. of Shares held Nil Nil Nil Nil

List of PUBLIC COMPANIES PUBLIC COMPANIES PUBLIC COMPANIES PUBLIC COMPANIES

13 CEPS 4/E:/SALES/Sanjay/Rallis AR 05-06/File Rallis Main 2006.pmd/NSS/20/4/vk28-4-skg-2-5/sbs(3-5)

Rallis India Limited

14 CEPS 4/E:/SALES/Sanjay/Rallis AR 05-06/File Rallis Main 2006.pmd/NSS/20/4/vk28-4-skg-2-5/sbs(3-5)

15 CEPS 4/E:/SALES/Sanjay/Rallis AR 05-06/File Rallis Main 2006.pmd/NSS/20/4/vk28-4-skg-2-5/sbs(3-5)

Rallis India Limited

16 CEPS 4/E:/SALES/Sanjay/Rallis AR 05-06/File Rallis Main 2006.pmd/NSS/20/4/vk28-4-skg-2-5/sbs(3-5)

17 CEPS 4/E:/SALES/Sanjay/Rallis AR 05-06/File Rallis Main 2006.pmd/NSS/20/4/vk28-4-skg-2-5/sbs(3-5)

Rallis India Limited

ANNEXURE TO THE DIRECTORS’ REPORT

18 CEPS 4/E:/SALES/Sanjay/Rallis AR 05-06/File Rallis Main 2006.pmd/NSS/20/4/vk28-4-skg-2-5/sbs(3-5)

19 CEPS 4/E:/SALES/Sanjay/Rallis AR 05-06/File Rallis Main 2006.pmd/NSS/20/4/vk28-4-skg-2-5/sbs(3-5)

Rallis India Limited

Total R&D expenditure as a percentage of total turnover 1.38% 1.82%

20 CEPS 4/E:/SALES/Sanjay/Rallis AR 05-06/File Rallis Main 2006.pmd/NSS/20/4/vk28-4-skg-2-5/sbs(3-5)

21 CEPS 4/E:/SALES/Sanjay/Rallis AR 05-06/File Rallis Main 2006.pmd/NSS/20/4/vk28-4-skg-2-5/sbs(3-5)