The Directors are pleased to present their 44th Annual Report and
 Audited Accounts for the year ended 31st March, 2012.
 
 FINANCIAL RESULTS:
 
                                                     (Rs. in million)
 
                                              2012               2011
 
 Income                                   21,003.5           20,618.4
 
 Profit Before Interest, 
 Depreciation, 
 Exceptional Items and Tax                 2,102.0            1,983.6
 
 Less : Interest                             251.0              179.6
 
 Less : Depreciation                         394.7              387.8
 
 Profit Before Exceptional 
 Items and Tax                             1,456.3            1,416.2
 
 Less : Exceptional Items                    363.6              344.4
 
 Profit Before Tax                         1,092.7            1,071.8 
 
 Less : Provision for Taxation
 
 (a) Current Tax and Prior 
 year refund adjustment                      174.3              212.8
 
 (b) MAT Credit                              (79.2)                 -
 
 (c) Deferred Tax                             15.7               (8.7) 
 
 Add: Excess Provision for 
 dividend tax written back                       -                0.4 
 
 Profit After Tax                            981.9              868.1
 
 GENERAL ECONOMY
 
 The global economy saw a lower growth rate in the year under review for
 the calendar year 2012, global growth was estimated at below 3%
 compared to the 3.8% and 5.2% clocked in the years 2011 and 2010. While
 Europe continued to reel under debt pressure, the news from USA has
 also not been very positive. Most of the Middle East has been
 experiencing difficulties the past year, resulting in high oil prices
 oil prices have increased almost 15% in the January/March quarter with
 consequential effects on inflation. Meanwhile China has moderated its
 growth prospects for the upcoming years.
 
 On the domestic front, inflation has been ruling high for well over a
 year now - while the core inflation seems to have cooled down in the
 last quarter to around 6%, for most of the year inflation averaged at
 almost 9%. The high interest rate situation had its negative impact on
 the economy, with most sectors reporting negative or at best a modest
 growth. Additionally the high level of government''s fiscal deficit at
 5.9% continues to trouble the economy. Real economic growth has fallen
 sharply to 6.5% from the previous year''s level of 8.5%. Against this
 backdrop the Rupee has depreciated sharply against the US Dollar - from
 a level of 44.50 in April 2011 to 50.88 in March 2012 - a depreciation
 of 14% in one year.
 
 In its recent budget, the government expects the economy to pick up
 after faltering last year - GDP is expected to grow at over 7% in the
 coming financial year, fiscal deficit is expected to be contained to
 less than 5.1% of GDP and inflation is expected to be reined in at
 under 6.5%. However, this will depend on how some elements of the
 global economy play out - such as oil and commodity prices, the debt
 situation in Europe as well as the political situation in the Middle
 East. Business confidence in the rest of Asia too seems low as China
 moderates its own growth projections.
 
 OPERATIONS
 
 During 2011-12 your Company saw a very modest growth in the top line
 with sales registering about 2% growth in value terms. This increase
 was primarily in the Electrical Cables segment. In volume terms growth
 was visible again only in the Electrical Cables segment with star
 performances from product offering to the following customer sectors -
 automotive, agriculture and construction. In the Communication Cables
 segment, however, the level of investment in capital expenditure by
 Telecom service providers was even lower than the previous year
 resulting in lower sales volumes of Communication Cables. As was
 indicated in the previous year, the Sheets Division was wound up in the
 year under review.
 
 Competition, as in the past years, has been keen. Coupled with a year
 of modest growth and volatile price levels the pressure on margins was
 continuous. Hence adjustments to the selling prices were kept minimal
 and to levels that were appropriate.
 
 Income for the year under review was marginally higher at Rs. 21,003.5
 million (previous year Rs. 20,618.4 million) representing a growth of
 2% over the previous year. Your Company has recorded a Net Profit after
 Tax of Rs. 981.9 million as against a Net Profit of Rs. 868.1 million
 in the previous year. Improved capacity utilization, better product mix
 allocation between the various manufacturing units, growth in sales
 volumes across the product lines mentioned above, tight monitoring of
 costs and working capital requirement all have contributed to the
 improvement in the financials for the year under review.
 
 DIVIDEND
 
 Considering the business situation, your Directors have pleasure in
 recommending a dividend on equity shares of 40%. The amount thereof per
 equity share will be Rs.0.80. The total dividend outgo will be Rs.142.2
 million (including dividend tax Rs.19.8 million).
 
 EXPANSION & CONSOLIDATION
 
 Looking forward, the Pune manufacturing operations would be
 consolidated at the Urse site. This will help further improve the cost
 competitiveness in the Low Duty Electrical Cables offered by your
 Company. The upgradation of the High Voltage Cable plant has now been
 completed, resulting in enhanced capacity availability from 2012-13 -
 this will help in adding to the overall revenues of your Company.
 
 The Roorkee facility will be expanded over the next 18 months at a cost
 of approximately Rs.1,000 million. This expenditure will double the
 current capacity at Roorkee and will further help improve profitability
 in view of the fiscal benefits that will accrue.
 
 JOINT VENTURES 
 
 Finolex J-Power Systems Private Limited, Shirval near Pune
 
 As at 31st March 2012, your Company''s investment in the JV stands at
 Rs. 480.2 million. This includes an additional investment of Rs. 98
 million made in January 2012 to finance the enhanced capital needs of
 the JV.
 
 Your Directors are happy to report that the JV commenced its
 manufacturing operations towards the end of September 2011 and has
 since been able to supply electrical cables of the 66 KV range. The JV
 has been active in participating in tenders both locally and overseas
 with a view to secure business. As is common with products being
 offered by the JV, pre-qualification requirements are very stringent
 and no effort is being spared in ensuring that the JV obtains all the
 requisite certifications.
 
 Corning Finolex Optical Fibre Private Limited
 
 During the year under review, the marketing JV with Corning of USA was
 established and an investment of Rs. 0.5 million was made. The JV will
 market Optical Fibre to cable makers within India and it is expected
 that the JV will commence its operations in the upcoming fiscal.
 
 NEW PRODUCTS
 
 Your Company is continuously developing new products to expand its
 portfolio as well as adapt to changing needs of the market. For the
 year under review, your Company launched a new range of Speaker
 Wires in the Communication Cable segment. In the Lighting Division,
 the latest version of the T5 tube lights and fittings were launched by
 your Company.
 
 EXPORTS
 
 During the year under review (in November 2011), your Company was
 awarded the Special Trophy for large enterprise in the product group of
 Highest Exporter in Thrust Markets for Thrust Products for outstanding
 contribution to Engineering Exports in the year 2008-09.
 
 Despite the depressed market situation overseas FOB value of exports
 for the year was Rs. 483.9 million (higher by 22% than the previous
 year''s export value of Rs. 393.7 million).
 
 FINANCE
 
 Your Company''s short term debt programs continue to enjoy the highest
 ratings from CRISIL. Since the last few years these have been accorded
 the P1  rating. The Company also holds AA/Stable rating for its Rs.500
 million long term non convertible debentures program as well as on the
 long term loans currently outstanding.
 
 In March 2012, the Company repaid an External Commercial Borrowing of
 JPY 3.5 billion which was originally drawn in 2007. The loan was repaid
 in full and on time out of internal accruals and without resorting to
 either a roll over or substitute loans.
 
 The Company follows a balanced policy to manage liquidity and
 borrowing. Despite the increase in value of operations, owing to tight
 controls on the working capital cycles, your Company has managed to
 control financial expenses to the minimum required levels. The Company
 has been able to meet all its financial commitments in a timely manner.
 
 SUPERBRAND STATUS
 
 Your Company continues to hold the Consumer Superbrand status
 since many years now. The Company is the only Indian cable company to
 have achieved this enviable distinction.
 
 FIXED DEPOSITS
 
 Your Company neither invites nor accepts deposits from the public or
 from its members and accordingly no deposits were held by the Company
 as at 31st March 2012.
 
 EMPLOYEES
 
 Your Company recognizes the importance of a motivated and skilled human
 resource. Your Company endeavors to create a challenging and favorable
 work environment that encourages entrepreneurial behavior, innovation
 and the drive towards business excellence.
 
 Industrial relations continued to be cordial during the year.
 
 The Company had 1,487 permanent employees on its roll as on 31st March,
 2012 (previous year 1,484 permanent employees as on 31st March 2011).
 
 CORPORATE GOVERNANCE
 
 The statement on Corporate Governance is annexed hereto and forms a
 part of this Report.
 
 CORPORATE SOCIAL RESPONSIBILITY
 
 The focus during the year under review continues to be the field of
 education. International Institute of Information Technology or I2IT as
 it is known is also patronized by the Company. I2IT offers BE and post
 graduate MS courses with various specializations in Advanced
 Information Technology.
 
 The Company discharges its duties as a responsible corporate citizen
 and accords importance to legal compliances. It also handsomely
 contributes to the exchequer.
 
 All plants are environment compliant and hold ISO14001 (Environment
 Management System) certification.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
 confirm that:
 
 i) in the preparation of the annual accounts, the applicable accounting
 standards have been followed;
 
 ii) appropriate accounting policies have been selected and applied
 consistently and have 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 as at 31st March, 2012 and of the Statement of Profit
 and Loss for the year ended 31st March, 2012;
 
 iii) 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;
 
 iv) the annual accounts have been prepared on a going concern basis.
 
 ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
 
 Information on conservation of energy, technology absorption, foreign
 exchange earning and outgo required to be given pursuant to Section
 217(1) (e) of the Companies Act, 1956 read with the Companies Rules,
 1988 (Disclosure of Particulars in the Report of the Board of
 Directors) is annexed hereto and forms part of this Report.
 
 PARTICULARS OF EMPLOYEES
 
 Information as required under the provisions of Section 217(2A) of the
 Companies Act, 1956 (the Act) and the rules framed there under forms
 part of this Report. However, as per the provisions of Section
 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to the
 shareholders, excluding the statement of particulars of employees under
 Section 217(2A) of the Act. Any shareholder desirous of obtaining a
 copy of the said statement may write to the Company Secretary & Vice
 President (Legal) at the Registered Office of the Company.
 
 LISTING OF SECURITIES
 
 The Company''s equity shares are listed on the two premier stock
 exchanges of the country namely Bombay Stock Exchange Limited and
 National Stock Exchange of India Limited, amongst other stock
 exchanges. The Company has issued Global Depository Receipts which are
 listed on the Luxembourg Stock Exchange. The Company''s non-convertible
 debentures are listed on wholesale debt market segment of the National
 Stock Exchange of India Limited.
 
 DIRECTORS
 
 Mr. B. G. Deshmukh, a long time Director on your Company''s Board,
 expired on 7th August 2011 after period of illness. Your Directors wish
 to place on record his valuable contribution to the growth of the
 Company over his tenure of Directorship.
 
 At its meeting held on 8th November 2011, the Board appointed Dr. Vikas
 G. Pai as an Additional Director on the Board. He holds office of
 Additional Director till conclusion of the ensuing Annual General
 Meeting of the Company. Further at its meeting held on 3rd May 2012,
 the Board has recommended his reappointment to the shareholders as a
 Director of the Company which is reflected in the Notice for the said
 meeting.
 
 In accordance with the provisions of the Companies Act, 1956 and the
 Articles of Association of the Company, Dr. H. S. Vachha, Mr. Atul C.
 Choksey and Mr. S B (Ravi) Pandit retire by rotation at the ensuing
 Annual General Meeting and are eligible for reappointment. The Board of
 Directors recommends their reappointment as Directors of the Company.
 
 AUDITORS
 
 M/s B.K. Khare & Company, Chartered Accountants, Auditors of the
 Company, hold office until conclusion of the ensuing Annual General
 Meeting and being eligible, offer themselves for reappointment.
 
 COST AUDITOR
 
 The Board of Directors at its meeting held on 8th February 2011 has
 appointed M/s. Joshi Apte & Associates, Cost Accountants for carrying
 out audit of the relevant cost accounting records maintained by the
 Company. The Central Government has approved the appointment of the
 said Cost Auditors for conducting cost audit for the financial year
 2011-12.
 
 ACKNOWLEDGEMENT
 
 Your Directors are grateful to the Central and State Governments,
 Statutory Authorities, Local Bodies, Banks and Financial Institutions
 for their cooperation and support. Your Directors warmly acknowledge
 the faith and confidence reposed in the Company by its channel
 partners, dealers, customers and construction organizations in
 supporting its business activities and growth. Your Directors express
 their gratitude to the other business associates of the Company for
 their unstinting support. Your Directors value the commitment of the
 employees towards the Company and appreciate their valuable
 contributions for the progress and growth of the Company. Last but not
 the least your Directors are thankful to the Members for extending
 trust and for the confidence shown.
 
                            For and on behalf of the Board of Directors
 
                                                         P. P. Chhabria
 
                                                               Chairman
 
 Pune, 
 
 Dated : 3rd May, 2012