The Directors have pleasure in presenting the 34th Annual Report of
 your Company together with the Audited Statement of Accounts for the
 year ended 31st March, 2010.
 
 FINANCIALS
 
 The Financial Results                               (Rs. in crores)
 
                                                    Year ended
 
 Particulars                                 31-Mar-10     31-Mar-09
 
                                             (Amalga-       (Stand 
 
                                              mated)        Alone)
 
 Sales and other Income                      10,893.01     11,873.48
 
 Profit before Finance Costs, Exchange 
 variation
 and Derivative Losses, Depreciation/
 
 Amortisation, Exceptional Items and 
 Taxation                                     1,764.42      2,625.05
 
 Less: Finance Cost                             908.40        789.47
 
 Less: Exchange variation and
 
 Derivative Losses (net)                        (8.86)        539.75
 
 Profit before Depreciation / Amortisation,
 
 Exceptional Items and Taxation                 864.88      1,295.63
 
 Less: Depreciation / Amortisation              792.85        828.11
 
 Profit before Exceptional Items and 
 Taxation                                        72.03        467.72
 
 Less: Exceptional Item                              -        166.91
 
 Profit before Taxation                          72,03        300.81
 
 Less: Provision for Deferred tax                33.69        104.99
 
 Less: Current Tax (MAT Payable)                 15.31             -
 
 Add: Short / (excess) tax provisions 
 related to earlier, years (Net)                  0.58          5.29
 
 Less: Provision for Fringe Benefit Tax              -          5.33
 
 Profit after taxation                           22.45        185.20
 
 (Less)/Add: Balance brought forward from
 previous year                                1,859.10      1,673.90
 
 Add: Balance acquired on Amalgamation           10.92             -
 
 Less: Preference Dividend (Including DDT)       10.20             -
 
 Balance carried forward to next year         1,882.27      1,859.10
 
 DIVIDEND
 
 Your Directors do not recommend any dividend for the year.
 
 DIRECTORS
 
 In accordance with the requirements of the Companies Act, 1956 and the
 Articles of Associations of the Company, Shri J Mehra, Shri Rewant Ruia
 and Shri K V Krishnamurthy retire by rotation at the forth coming
 Annual General Meeting and, being eligible, have offered themselves for
 reappointment.  Shri R N Ruia ceased to be Director of the Company
 w.e.f November 26, 2009. The Board wishes to place on record their
 sincere appreciation for the contribution made by Shri R N Ruia during
 his tenure as a Director of the Company.
 
 Shri Malay Mukherjee has been appointed as an Additional Director
 w.e.f. November 26, 2009 and Shri Jitender Balakrishnan has been
 appointed as an Additional Director w.e.f. August 25, 2010 and they
 would hold office as a Director up to the date of this Annual General
 Meeting. Necessary resolutions for their appointment as a director of
 the company forms part of the notice of the Annual General Meeting.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to the requirements under Section 217(2AA) of the Companies
 Act, 1956. the Board of Directors of the Company hereby state and
 confirm that
 
 i. In the preparation of the Annual Accounts for the year ended March
 31, 2010. Applicable accounting standards have been followed along with
 proper explanation relating to material departures.
 
 ii. They have selected 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 the year under review.
 
 iii. They have taken proper and sufficient care 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 arranged the preparation of the accounts for the year
 ended March 31, 2010, on a going concern basis.
 
 AUDIT COMMITTEE
 
 The Audit Committee of the Board comprises of four non- executive
 directors, viz. Shri S.V. Venkatesan, Shri J. Mehra, Shri V G Raghavan
 and Shri K.V. Krishnamurthy The Chairman of the Audit Committee is Shri
 S V Venkatesan. The Company Secretary Shri N B Vyas acts as the
 Secretary of the Company The terms of reference of the Audit Committee
 are as per Section 292A of the Companies Act, 1956.
 
 AUDITORS
 
 Your Companys auditors, M/s S R Batliboi & Co., Chartered Accountants,
 retire at the conclusion of the ensuing Annual General Meeting. The
 ultimate Holding Company, Essar Global Limited has appointed M/s
 Deloitte Haskins & Sells as their Auditors for the financial year
 2010-11. It is proposed to appoint M/s Deloitte Haskins & Sells as the
 Statutory Auditors of the Company for the financial year 2010-11. The
 Company has received a certificate under section 224(1-B) from M/s
 Deloitte Haskins & Sells, Chartered Accountants confirming that if
 appointed their appointment will be within the limit prescribed under
 that section. The Company has received Special Notice within the
 meaning of section 225(1) from a member proposing to appoint M/s
 Deloitte Haskins & Sells, Chartered Accountants as the Statutory
 Auditors of the Company. No representation referred to in section
 225(3) has been received from the retiring Auditors.
 
 Accordingly, Members approval is being sought out for their appointment
 as the Auditors of the Company at the ensuing Annual General Meeting.
 
 ENERGY, TECHNOLOGY & FOREIGN EXCHANGE
 
 Details of energy conservation and research and development activities
 undertaken by the Company along with the information in accordance with
 the provisions of section 217(1) (e) of the Companies Act, 1956, read
 with the Companies (Disclosure of Particulars in the Report of the
 Board of Directors) Rules, 1988, are given in the Annexure A, forming
 part of this report.
 
 PERSONNEL
 
 As per the provisions of Section 217(2A) of the Companies Act, 1956,
 read with Companies(Particulars of Employees) Rules, 1975, as amended
 the name and other particulars of the employees is separately attached,
 as Annexure B forming part of this Report.
 
 ACKNOWLEDGEMENT
 
 Your directors would like to express their grateful appreciation for
 the assistance and cooperation received from the Financial
 Institutions, Banks, Government Authorities and Shareholders during the
 year under review. Your Directors wish to place on record their deep
 sense of appreciation to all the employees for their commendable
 teamwork, exemplary professionalism and enthusiastic contribution
 during the year.
 
          
                                        For and on behalf of the Board
 
 
 Date : 25th August. 2010                                  Shashi Ruia
 
 Place : Mumbai                                               Chairman