Dear Members,
 
 The Directors have pleasure in submitting the Annual Report and 
 Audited Statements of Account of the Company for the year ended 
 31st March, 2011. 
 
 FINANCIAL RESULTS
 
                                                         (Rs million)
                                                     FY11        FY10
 
 Net Sales Turnover                                  6668       21543
 
 Profit before interest,                              879        5117
 depreciation and
 
 tax (EBITDA) 
 
 Less: Interest and Financial Charges                 481        1756
 
 Profit before depreciation and tax                   398        3361 
 (PBDT)
 
 Less: Depreciation                                   394        1320
 
 Profit/(Loss) Before tax (PBT)                         4        2041
 
 Provision for current tax                              1          67
 
 Provision for tax - earlier years                      4           -
 
 Provision for deferred tax                          (32)         604 
 
 Fringe Benefit tax                                     -           -
 
 Profit after Tax(PAT)                                 31        1370
 
 Add:(i) Surplus brought forward                     8067       70911
 
 (ii)Transfer from Debenture                         1251           -
     Redemption Reserve
 
 Balance                                             8098        8586
 
 Less: Transfer pursuant to Scheme of                4022           -
 
 Arrangement
 
 Profit available for appropriation                  4076        8586 
 
 APPROPRIATIONS:
 
 General Reserve                                        1         200
 
 Debenture Redemption Reserve (net)                    31         129
 
 Interim/Proposed Dividend                             20         162
 
 Dividend Distribution tax thereon                      3          27
 
 Balance carried forward                             4021        8068
 
                                                     4076        8586
 
 The results for the year under review are not comparable with that of
 theearlierpreviousyear on account of the implementation of the Scheme
 of Arrangement, detailed herein below
 
 DIVIDEND
 
 Despite the lower profits, your Directors recommend payment of a final
 dividend @ 12.5%, i.e. Rs 0.25 per equity share as against a dividend
 of Rs 21- per equity share paid last year.
 
 OPERATIONS AND BUSINESS PERFORMANCE 
 Please refer to the chapter onManagement Discussion and Analysis 
 for a detailed analysis of the
 performance of the Company during 2010-11. In addition, working results
 for key businesses have been provided as an annexure to this report
 (Annexure -A).
 
 SCHEME OF ARRANGEMENT
 
 With a view to effectively and efficiently cater to the growth
 Plans of the business segments, the Board of Directors of the Company
 approved a Scheme of Arrangement between the Company, Dalmia Bharat
 Enterprises Limited, Avnija Properties Limited and DCB Power Ventures
 Limited under which certain business undertakings like the refractory,
 cement and the captive thermal power businesses together with certain
 subsidiaries were to be demerged into Dalmia Bharat Enterprises
 Limited, Avnija Properties Limited(now known as Dalmia Cement (Bharat)
 Limited) and DCB Power Ventures Limited. The said Scheme of Arrangement
 was sanctioned by the Madras High Court by its order dated 29-7-2010
 and was made effective from 1-9-2010.  Consequently the operating
 results for the year 2010-11 comprise the remaining businesses, viz.,
 sugar, Magnesite, travel agency and wind power.
 
 CHANGE IN NAME OF COMPANY
 
 The name of the Company was changed from Dalmia Cement (Bharat) Limited
 to Dalmia Bharat Sugar and Industries Limited with the approval of the
 Shareholders in the last Annual General Meeting held on 27th August,
 2010. The Registrar of Companies, Tamil Nadu, has approved the said
 change in the name and had issued the Fresh Certificate of
 Incorporation consequent upon Change in the Name on 7th September,
 2010.
 
 CORPORATE GOVERNANCE
 
 The Company''s corporate governance practices have been detailed in a
 separate chapter and is annexed to and forms part of this Report. The
 Auditors certificate on the compliance of Corporate Governance Code
 embodied in Clause 49 of the Listing Agreement is also attached as
 annexure and forms part of this Report.
 
 LISTING OF SHARES
 
 The Company''s shares continue to be listed on the Madras
 Stock Exchange, National Stock Exchange and Bombay Stock
 Exchange.
 
 INDUSTRIAL RELATIONS
 
 Barring a two months strike by the workers at Salem, the industrial
 relations during the year under review remained harmonious and cordial.
 The Directors wish to place on record their appreciation for the
 excellent cooperation received from all employees at various units of
 the Company.
 
 EMPLOYEES'' PARTICULARS
 
 The statement giving particulars of employees who were in receipt of
 remuneration in excess of the limits prescribed under Section 217(2A)
 of the Companies Act, 1956 read with the Rules and Notifications made
 thereunder, is annexed.  However, in terms of the proviso (b)(iv) to
 Section 219(1) of the Companies Act, 1956 the Report and Accounts are
 being
 sent to the Members excluding the aforesaid Annexure, Any Member
 interested in obtaining copy of the same may write to the Company
 Secretary at the Registered Office.
 
 ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 TRANSACTIONS
 
 A statement giving details of Conservation of Energy, Technology
 Absorption and Foreign Exchange transactions, in accordance with the
 Companies (Disclosure of particulars in the Report of the Board of
 Directors) Rules, 1988, forms a part of this report as Annexure - B.
 
 SUBSIDIARIES
 
 The Central Government vide Notification 5/12/2007 -- CL III, dated
 8-2-2011 has exempted all Companies in terms of Section 212(8) of the
 Companies Act, 1956 from attaching the Annual Reports of its
 Subsidiaries. Accordingly, the Directors'' Report and audited accounts
 of the Company s Subsidiaries, Himshikhar Investment Limited, Dalmia
 Solar Power Limited and Dalmia Sugar Ventures Limited, for the year
 ended 31st March 2011 are not being enclosed with this Annual Report.
 Any Member desiring to inspect the detailed Annual Reports of any of
 the aforementioned subsidiaries may inspect the same at the Head Office
 of the Company and that of the subsidiaries concerned. In event a
 Member desires to obtain a copy of the Annual Report of any of the
 aforementioned subsidiaries, he may write to the Registered Office of
 the Company specifying the name of the subsidiary whose Annual Report
 is required.  The Company shall supply a copy of such Annual Report to
 such Member. The Annual Report of the aforementioned Subsidiaries are
 available at the Company''s website www.  dalmiacement.com.
 
 FIXED DEPOSITS
 
 As at the end of the year, the total amount of deposits remaining due
 for payment and not claimed by the depositors as on 31st March 2011 was
 Rs NIL million.
 
 DIRECTORS
 
 The following Directors retire by rotation at the ensuing Annual
 General Meeting:.
 
 1.  Shri J.S. Baijal; and
 2.  Shri Donald M. Peck.
 
 Shareholdings in the Company by its Directors as at 31-3-2011, are as
 under:
 
 Name of the Director               No.of Shares of Rs21-each held
 
 Shri Jai H.Dalmia                                       1,635,010
 
 Shri Y.H.Dalmia                                            751880
 
 Shri Gautam Dalmia                                        751,990
 
 Shri Puneet Yadu Dalmia                                   742.055
 
 Shri T. Venkatesan                                          2,000
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 In compliance with the Accounting Standard 21 on Consolidated Financial
 Statements, this Annual Report also includes Consolidated Financial
 Statements for the financial year 2010-11.
 
 CEO/CFO REPORT ON ACCOUNTS
 
 As required under clause 49 of the Listing Agreement, the CEO/CFO''s
 Report on the Accounts is attached.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 In terms of the provisions of Section 217(2AA) of the Companies Act,
 1956 your Directors declare that:
 
 a) in the preparation of the annual accounts, the applicable Accounting
 Standards have been followed and no departures have been made there
 from;
 
 b) the Directors had selected such 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 period;
 
 c) the Directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Act for safeguarding the assets of the Company and
 for preventing and detecting frauds and other irregularities; and
 
 d) the Directors had prepared the annual accounts on a going concern
 basis.
 
 AUDITORS
 
 M/s. S.S, Kothari Mehta & Co., Chartered Accountants the Auditors of
 the Company retire at the conclusion of the ensuing Annual General
 Meeting and are eligible for re-appointment.  As required under Section
 224 of the Companies Act, 1956, the Company has obtained from them a
 certificate to the effect that their re-appointment, if made, would be
 in conformity with the limits prescribed in the said Section.
 
 
                                       For and on behalf of the Board
 
                                     Jai H. Dalmia  PuneetYadu Dalmia 
                                     Vice Chairman  Managing Director
 
 Place:New Delhi 
 Dated :23rd May, 2011