The Directors take pleasure in presenting the Seventy Fifth Annual
 Report together with the audited accounts, for the year ended December
 31, 2010. The Management Discussion and Analysis has also been
 incorporated into this report.
 
 1.  PREAMBLE - 2010
 
 The Cement Industry went through challenging times in 2010 after a
 heady performance in 2009.  While it benefited from vibrant growth of
 the national economy and the Governments continued thrust on
 infrastructure development, the Industry had to contend with a decline
 in selling prices across all regions simultaneously with a surge in
 costs of major inputs like coal, slag, fly ash and gypsum which led to
 an overall decline in profitability. The year witnessed large scale
 additions of ~36 million tonnes in cement capacity which reached ~260
 million tonnes, while capacity utilization slipped to barely 80 per
 cent. Despite a mix of constraints such as prolonged monsoon, floods,
 shortages of sand and aggregates and transport bottlenecks at different
 times in different states, the Industry managed a growth of ~10 per
 cent in supply to touch ~212 million tonnes.
 
 Your Company ended the year 2010 relatively flat in terms of growth in
 sales. However the successful
 
 commissioning of expansion project at Wadi and with the commissioning
 of Chanda during 2011, the total installed capacity would rise to ~30
 million tonnes per annum and place your Company on the threshold of
 achieving major growth.
 
 2.  HIGHLIGHTS OF PERFORMANCE
 
 - Consolidated income for the year under review was Rs. 8,619 crore a
 decrease of 1.2% as compared to Rs. 8,722 crore in 2009.
 
 - Consolidated profit before tax declined in 2010 to Rs. 1,415 crore
 against Rs. 2,247 crore in 2009.
 
 - Consolidated profit after tax was also consequently lower in 2010 at
 Rs. 1,078 crore against Rs. 1,564 crore in 2009.
 
 - The largest kiln in the world with a capacity of 12500 tpd was
 commissioned at Wadi.
 
 - With a view on customer focus and innovation, two new cement products
 viz. Concrete+ and Coastal+ were launched in key markets, which were
 very well received by customers. Foundation to Roof Cement (F2R) was
 introduced in new markets this year and has found good acceptance.
 
 - The Corporate Sustainable Development Report for 2009 was released
 with the contents assured by external auditors.
 
 
 19. DIRECTORS
 
 The Board has appointed Mr Aidan Lynam as a Director with effect from
 April 22, 2010 in the casual vacancy caused by the resignation of Mr.
 Onne van der Weijde. Mr Lynam holds office up to the date of the
 ensuing Annual General Meeting (AGM) of the Company. Accordingly, his
 candidature for appointment as a Director has been included in the
 Notice convening the AGM.
 
 The Board has also appointed Mr Sushil Kumar Roongta as an Additional
 Director of the Company with effect from February 3, 2011. Mr Roongta
 holds office upto the date of the AGM of the Company and his
 candidature for appointment as a Director has been included in the
 Notice convening the AGM.
 
 The Board had appointed Mr Kuldip Kaura as the Chief Executive Officer
 & Managing Director (Designate) for the period August 5, 2010 till
 August 12, 2010 and thereafter as the Chief Executive Officer &
 Managing Director of the Company for the period August 13, 2010 till
 December 31, 2013.  The Members of the Company had approved of the
 aforesaid appointment and terms of remuneration of Mr Kaura by a Postal
 Ballot, pursuant to which the Company has entered into an Agreement
 with Mr Kaura detailing therein his terms of appointment and
 remuneration.
 
 Consequent upon the aforesaid appointment, Mr Kaura has ceased to be an
 Independent Director on the Board with effect from August 5, 2010.
 
 Mr. Sumit Banerjee, who was appointed as Managing Director of the
 Company on April 1, 2007, resigned with effect from August 13, 2010.
 The Board has placed on record its appreciation of the valuable
 services rendered by Mr Sumit Banerjee during his tenure as Managing
 Director of the Company.
 
 In accordance with the provisions of the Companies Act, 1956, and in
 terms of the Memorandum and Articles of Association of the Company, Mr.
 N. S.  Sekhsaria, Mr. D. K. Mehrotra and Mr. R. A. Shah retire by
 rotation and being eligible, offer themselves for reappointment.
 
 
 22. AWARDS
 
 During the year under review, your Company has received many awards and
 felicitations conferred by reputable organizations for achievements in
 different areas.
 
 23. ENHANCING SHAREHOLDER VALUE
 
 Recognizing that shareholders are among its most important
 stakeholders, your Company views value creation and its enhancement as
 a primary objective with a view to optimizing value to shareholders.
 Accordingly, your Companys operations are committed to the pursuit of
 achieving the high levels of operating performance and cost
 competitiveness, consolidating and building for growth, enhancing the
 productive asset and resource base and nurturing overall corporate
 reputation.
 
 24. DIRECTORS RESPONSIBILITY STATEMENT
 
 To the best of their knowledge and belief and according to the
 information and explanations obtained by them, your Directors make the
 following statement in terms of Section 217(2AA) of the Companies Act,
 1956:
 
 a) that in the preparation of the annual accounts for the year ended
 December 31, 2010, the applicable accounting standards have been
 followed along with proper explanation relating to material departures,
 if any,
 
 b) that such accounting policies as mentioned in Note 1 of the Notes to
 the Accounts have been selected and have been applied consistently, and
 
 judgments and estimates have been made that are reasonable and prudent
 so as to give a true and fair view of the state of affairs of the
 Company as on December 31, 2010, and of the profit of the Company for
 the year ended on that date,
 
 c) that proper and sufficient care has been taken for the maintenance
 of adequate accounting records in accordance with the provisions of the
 Companies Act, 1956 for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities,
 
 d) the annual accounts have been prepared on a going concern basis.
 
 25. AUDIT
 
 The Companys Auditors Messrs. S. R. Batliboi & Associates, Chartered
 Accountants, Mumbai who retire at the ensuing Annual General Meeting of
 the Company are eligible for reappointment. They have confirmed their
 eligibility under Section 224 of the Companies Act, 1956 for
 reappointment as Auditors of the Company.
 
 Members attention is invited to the observation made by the Auditors
 at point (xxi) of their ‘CARO Report issued pursuant to the Companies
 (Auditors Report) Order, 2003 (CARO Report) which is self explanatory.
 
 As per the requirement of the Central Government and in pursuance of
 Section 233B of the Companies Act, 1956, your Company carries out an
 audit of cost records relating to cement each year. Subject to the
 approval of the Central Government, your Directors have appointed
 Messrs. N. I. Mehta & Co.  to audit the cost accounts of the Company
 for the financial year 2010.
 
 26. CORPORATE GOVERNANCE
 
 As per Clause 49 of the Listing Agreement with the Stock Exchanges, a
 separate section on corporate governance practices followed by the
 Company, together with a certificate from the Companys Auditors
 confirming compliance, is set out in the Annexure forming part of this
 report.
 
 27. CONSOLIDATED FINANCIAL STATEMENTS
 
 The Consolidated Financial Statements of the Company prepared in
 accordance with relevant Accounting Standards viz. AS21, AS23 and AS27
 issued by the Institute of Chartered Accountants of India forms part of
 this Annual Report.
 
 28. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE
 
 The information on conservation of energy, technology absorption and
 foreign exchange earnings and outgo stipulated under Sec 217 (1)(e) of
 the Companies Act, 1956, are given in Annexure ‘A to the Directors
 Report.
 
 29. PARTICULARS OF EMPLOYEES
 
 Information 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, is given in Annexure ‘B to the Directors
 Report.
 
 30. ACKNOWLEDGEMENTS
 
 Your Directors would like to acknowledge and place on record their
 sincere appreciation of all stakeholders - customers, dealers, vendors,
 banks, shareholders and all other business partners for the excellent
 support received from them during the year. Your Directors recognize
 and appreciate the efforts and hard work of all the employees of the
 Company and their continued contribution to its progress.
 
 
                      For and on behalf of the Board of Directors
 
                                                  N. S. Sekhsaria
                                                         Chairman
 
 Mumbai
 February 3, 2011