We have pleasure in presenting the 114th Annual Report of the Company
 along with the audited statements of Account for the year ended 31st
 March, 2011. The financial results for the year are shown below. The
 working and operational parameters at all the plants of the Company
 were quite satisfactory during the year, but profitability was
 adversely affected in comparison to the previous year due to adverse
 market conditions prevailing mainly in the Cement industry. Further,
 increase in the overall cost of all operations of the Company also
 depleted profitability. In view of all the challenges in the industries
 and markets in which your Company does business, the results are
 considered satisfactory.
 
 1.  SUMMARISED FINANCIAL RESULTS:
 
                                                     (Rs. in crore)
 
                                           2010-11                2009
 
 Profit after interest, VRS 
 payments, gratuity, ex-gratia/    583.51                         758.00
 compensation etc.
 
 Less:
 
 Depreciation                      239.66  234.47
 
 Prior Period Adjustments (Net)         -                  0.19
 
 Provision for taxation             93.76                222.61
 
 Deferred Tax Debit/(Credit)        12.60  346.02        (38.74)  418.53
 
 Net Profit                                237.49                 339.47
 
 Add:
 
 Balance brought forward                   307.89                 178.10
 
 Available Profit dealt with as under      545.38                 517.57
 
 Proposed Equity Dividend                   51.18                  51.18
 
 Corporate Dividend Tax                      8.30                   8.50
 
 General Reserve                           150.00                 150.00
 
 Balance carried forward                   335.90                 307.89
 
                                           545.38                 517.57
 
 The performance of each business segment of the Company has been
 comprehensively discussed in the Management Discussion and Analysis
 Report (forming part of this Directors Report) based on the reports of
 the Wholetime Director of the Company and Senior President / President
 of each of the units of the Company.
 
 2.  DIVIDEND:
 
 The Board of Directors has recommended a dividend of Rs.5.50 (Rupees
 five and paise fifty) per share of Rs.10/- each equivalent to 55%
 (fifty five percent) on the paid up equity share capital of the Company
 for the year ended 31.03.2011 as against Rs.5.50 (Rupees five and paise
 fifty) equivalent to 55% (fifty five percent) paid in the previous year
 on the equity shares of Rs.10/- each. The dividend will be paid when
 declared by the shareholders in accordance with law. The dividend will
 be free of tax in the hands of the shareholders. The Company will have
 to pay dividend distribution tax @ 15% plus applicable surcharge and
 education cess, aggregating about 16.22% on the dividend amount so
 distributed.
 
 3.  EXPORTS:
 
 The total exports of the Company amounted to Rs.366 crore (Previous
 year Rs.372 crore) representing about 8 percent of the net sales.
 
 4.  EXPANSION & MODERNISATION:
 
 a) Rayon
 
 The process of installation of 12 machines for production of viscose
 filament yarn is in progress in order to increase the production
 capacity of viscose filament yarn by about 5 per cent per annum.
 Further, two existing electrolyzers are being replaced by an energy
 efficient electrolyzer in the Caustic Soda plant. These improvements
 involve capital expenditure of about Rs.50 crore and are expected to be
 completed before December, 2011.
 
 b) Cement
 
 Purchase orders for supply of main plant & machinery for 1.5 million
 tonnes per annum (tpa) cement grinding unit named Sonar Bangla Cement
 at Sagardighi, Distt. Murshidabad, West Bengal and for expansion of 2.8
 million tpa cement manufacturing capacity at Manikgarh Cement,
 Gadchandur, Distt. Chandrapur, Maharashtra have been released.
 
 At Sonar Bangla Cement (Grinding Unit) extensive pilling work on
 account of soil condition had to be undertaken and it is likely to be
 over by June, 2011. Thereafter main plant civil work will commence.
 Civil work for Manikgarh Cement expansion will start from June, 2011.
 The Sonar Bangla Cement (Grinding Unit) is expected to be operational
 by September, 2012 and Manikgarh Cement expansion by March, 2013.
 
 After ongoing upgradation & expansion, the total cement manufacturing
 capacity will stand increased to 12.8 million tonnes per annum.
 
 c) Pulp and Paper
 
 The Fibre Line (Pulp Plant) with a capacity of 1.62 lac tonnes per
 annum and Multilayer Packaging Board Plant with a capacity of 1.8 lac
 tonnes per annum are near completion. The production is expected to
 commence during May, 2011 and will get stabilized in due course. It may
 be added that the 43 MW turbine has already been commissioned
 successfully.
 
 Further, we have undertaken upgradation of Paper Machine based on
 recycled pulp by installing a size press and A-4 cutter for copier
 paper for which orders have already been placed. We are also increasing
 the bagasse pulping capacity by another 23,400 tonnes per annum by
 installing a continuous digester and carrying out modifications in the
 existing plant. The total cost for these initiatives is expected to be
 about Rs.220 crores and these are likely to be completed before the end
 of the current financial year.
 
 d) General
 
 Modernisation and technological upgradation programmes continue at all
 the units of the Company to maintain competitiveness and achieve better
 quality. Stringent cost control measures remain in place in all
 possible areas and are regularly reviewed.
 
 5.  LAND DEVELOPMENT AT WORLI, MUMBAI:
 
 At present, one office building adjacent to Century Bhavan, the
 registered office of the Company and another office building with an
 entry plaza on Century Mills land at Worli, both meant for leasing,
 are under construction with a total constructed area of about thirteen
 lac square feet including parking spaces etc. at a total cost of about
 Rs.625 crore.  In view of various regulatory approvals required from
 time to time for construction of such buildings, a long monsoon in 2010
 and shortage of sand, the completion is taking more time than expected.
 Efforts are being made to expedite completion which is now anticipated
 to take about a year. As regards the legal dispute with the existing
 lessor in respect of about 10 acres of leasehold land where a part of
 Century Mill was situated at Worli, the matter continues to be sub
 judice.
 
 6.  CORPORATE GOVERNANCE:
 
 A separate report on Corporate Governance is enclosed as a part of this
 Annual Report. A certificate from the Auditors of the Company regarding
 compliance with Corporate Governance norms stipulated under Clause 49
 of the Listing Agreement is annexed to the Report on Corporate
 Governance.
 
 7.  GENERAL - AWARDS, SPORTS & WELFARE ACTIVITIES:
 
 Various Divisions of the Company have received awards for environmental
 excellence, efficiency in energy, safety provisions etc. Some notable
 awards are as under:-
 
 a) Century Cement:
 
 * First Prize for Standard of Working, Tyre Maintenance and
 Environment Management & Pollution Control for the limestone mines
 from the Director General of Mines Safety, Bilaspur Region.
 
 * First Prize for Noise Vibration Control and Aesthetic Beauty for
 the limestone mines, from Indian Bureau of Mines, Nagpur Region
 (Chhattisgarh State).
 
 * Six students of our school and college (1 in Football, 1 in Soft Ball
 and 4 in Net Ball) have been selected at the National Level.
 
 * Five students of our school (2 of class VII, 1 of Class VIII and 2 of
 class XII) have attained merit positions in the Board Exams for the
 academic session 2009-10.
 
 b) Maihar Cement:
 
 * First prize for Standard of Working, Electrical Installation & Ore
 Handling Plant and Best Team of First-Aid Competition for the
 limestone mines from the Director General of Mines Safety, Jabalpur
 Region.
 
 * First prize for Waste Dump Management for the limestone mines, from
 the Indian Bureau of Mines, Jabalpur Region.
 
 * Master Devesh Gedam, student of Class VII of our School received the
 Gold Medal in Junior General Knowledge & Intelligence Test conducted
 by the Central Institute of General Knowledge Learning, New Delhi.
 
 * 13 Students from our school (8 Scouts and 5 Guides) have been
 selected for the Governors Award during the academic session
 2010-11.
 
 c) Manikgarh Cement:
 
 * First Prize Gold Award in the International Convention of Quality
 Circles held at Hyderabad on the case study titled To eliminate Bags
 and Electrodes damage inside Hybrid ESP.
 
 * First Prize for Overall Performance, Opencast Working, Transport
 in Mines & Dust Suppression, House Keeping & Provision of Welfare
 Facility, Injury Rate Performance and Exhibition Stall for the
 limestone mines, from the Directorate General of Mines Safety, Western
 Zone, Nagpur Region.
 
 * First Prize for Environment Excellence, Waste Dump Management,
 Noise Vibration Control and Aesthetic Beauty and Water Quality
 Management for the limestone mines from the Indian Bureau of Mines,
 Nagpur Region (Maharashtra & Madhya Pradesh States).
 
 d) Pulp and Paper:
 
 * The Units Quality Circle AGRO has secured the Gold Award in the
 21st Regional Convention on Quality Circles, organized by the Quality
 Circle Forum of India, Kanpur Chapter, held at Kanpur on 13 November
 2010 for their case study presentation.
 
 * The Units Quality Circle AGRO has secured Excellent Award in the
 24th National Convention on Quality Circles, organized by the Quality
 Circle Forum of India, Visakhapatnam Chapter, held at Visakhapatnam
 during 27th to 301 December, 2010 for their case study presentation.
 
 * Certified for Forest Stewardship Council (FSC) Chain-of-custody
 (CoC), an International Certification, for the period from 24.01.2011
 to 23.01.2016 which will assist us for business with improved
 international market access in an increased environmentally aware
 sector.
 
 * The Unit has begged the Certificate of Export Recognition, a Special
 Export Award in recognition of achievement in exports in respect of
 Printing & Writing Paper for the year 2009-10, by CAPEXIL (Sponsored by
 the Ministry of Commerce & Industry, Govt, of India), in the Annual
 Award Function held at Delhi on 41 March, 2011.
 
 8.  ENVIRONMENT AND POLLUTION CONTROL:
 
 Century continues to give top priority to maintenance and performance
 improvement of all pollution abatement facilities like effluent
 treatment plants, air emission control and waste disposal facilities at
 its manufacturing plants. As far as possible rainwater harvesting and
 treated effluent recycling is being carried out at manufacturing plants
 to reduce dependence on water from other natural resources. Training,
 awareness and learning have been always at the forefront of Centurys
 journey to become world class in environmental performance. Century has
 inculcated the habit to be in harmony with nature and in this context,
 afforestation, maintenance of green belts and gardens, and reuse of
 treated water in horticulture activities are routine practices.
 Environment impact assessment and risk analysis have been performed
 right from the stage of planning for implementation of all new major
 expansion projects to incorporate the necessary measures to minimise
 adverse environmental impact.
 
 All manufacturing facilities have obtained environmental clearance from
 the respective Pollution Control Boards and are in compliance with all
 current environmental legislation. As an integral part of its
 environment protection drive, the Company ensures the very minimum
 quantity of generation of waste, low emission levels and low noise
 pollution levels during operations of all manufacturing facilities.
 
 9.  DIRECTORS:
 
 The Directors express their profound sorrow at the sad demise on 24th
 December, 2010 of Shri E.B. Desai, their esteemed erstwhile colleague
 who was the Senior Partner of Mulla and Mulla and Craigie Blunt and
 Caroe, Solicitors and Advocates and Director of many large companies
 and place on record their deep sense of appreciation for the valuable
 services rendered by him during his association as a Director of the
 Company for a long period of about 40 years. The Board expresses its
 grateful appreciation for his advice and guidance which have been
 beneficial to the Company during his tenure as a Director.
 
 Under Article 130 of the Articles of Association of the Company Shri
 B.K. Birla and Shri Amal Ganguli retire by rotation and being eligible,
 offer themselves for re-election.
 
 10.  AUDITORS:
 
 The retiring Auditors, M/s. Dalai & Shah, Chartered Accountants (Firm
 Registration Number: 102021W), are eligible for re-appointment and have
 expressed their willingness to accept the re-appointment. In terms of
 Section 224A of the Companies Act, 1956, their re-appointment needs to
 be approved by the members and their remuneration has to be fixed.
 
 11.  AUDITORS REPORT:
 
 The Auditors Report to the Shareholders does not contain any
 reservation, qualification or adverse remark.
 
 12.  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 several
 products manufactured by the Company.
 
 13.  DIRECTORS RESPONSIBILITY STATEMENT:
 
 On the basis of compliance certificates received from the concerned
 executives of the respective Divisions of the Company and subject to
 disclosures in the annual accounts, as also on the basis of the
 discussion with the Statutory Auditors of the Company from time to
 time, we state:
 
 i) that in the preparation of the annual accounts, the applicable
 accounting standards have been followed and proper explanations
 provided relating to material departures, if any;
 
 ii) that the Directors have followed appropriate accounting policies
 and applied them consistently and made judgements and estimates that
 are reasonable and prudent so as to give a true and fair view of the
 state of affairs of the Company at the end of the financial year and of
 the profit of the Company for that year;
 
 iii) that the Directors have taken proper and sufficient care to ensure
 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, if any;
 
 iv) that the Directors have prepared the annual accounts on a going
 concern basis.
 
 
 14.  CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
 
 FOREIGN EXCHANGE EARNINGS AND OUTGO:
 
 A statement giving details of conservation of energy, technology
 absorption, foreign exchange earnings and outgo, in accordance with the
 Companies (Disclosure of Particulars in the Report of Board of
 Directors) Rules, 1988 is annexed and marked Annexure XA and forms
 part of this Report.
 
 15.  PARTICULARS OF EMPLOYEES:
 
 In accordance with the provisions of Section 217(2A) read with
 Companies (Particulars of Employees) Rules, 1975, the names and other
 particulars of employees are to be set out in the Directors report, as
 an addendum thereto. However, as required by the provisions of Section
 219(l)(b)(iv) of the Companies Act, 1956, the Report and accounts as
 set out therein, are being sent to all members of the Company excluding
 the aforesaid information about the employees.  Any member, who is
 interested in obtaining such particulars about employees, may write to
 the Company Secretary at the Registered Office of the Company, and the
 same will be forwarded by post.
 
 16.  CASH FLOW ANALYSIS:
 
 In conformity with the provisions of clause 32 of the Listing Agreement
 the Cash Flow Statement for the year ended 31.03.2011 is annexed
 hereto.
 
 17.  APPRECIATION:
 
 The Board places on record its deep appreciation of the devoted
 services of the loyal workers, executives and other staff of the
 Company, who have contributed in no small measure to the performance
 and the Companys continued inherent strength. It also extends grateful
 thanks to the Central and various State Governments, the investors, the
 banking circles, financial institutions and district level authorities
 for their continued support extended to the Company from time to time.
 Shareholders appreciation of the managements efforts expressed at the
 general meetings of the Company and otherwise, is a great fillip to
 strive for better performance year after year.
 
 Registered Office:
 
 Century Bhavan,                                On behalf of the Board,
 
 Dr. Annie Besant Road,
 
 Worli, Mumbai - 400 030                                   B. K. Birla 
 
 Dated: 2nd May, 2011                                         Chairman