The Directors are pleased to present their 43rd Annual Report and
 Audited Accounts for the year ended 318 March, 2011.
 
 FINANCIAL RESULTS:
 
                                                      (Rs. in million)
 
                                                  2011          2010
 
 Income                                     20,616.822    16,428.259
 
 Profit Before Interest, Depreciation, 
 Exceptional Items and Tax                   1,978.136     2,191.086
 
 Less: Interest                                174.124       168.954
 
 Less: Depreciation                            387.758       372.270
 
 Profit Before Exceptional Items and Tax     1,416.254     1,649.862
 
 Less: Exceptional Items                       344.406       758.176
 
 Profit Before Tax                           1,071.848       891.686 
 
 Less : Provision for Taxation
 
 (a) Current Tax                               212.766       217.412
 
 (b) Deferred Tax                               (8.710)       98.014 
 
 Profit After Tax                              867.792       576.260 
 
 Add: Excess provision for dividend tax 
 written back                                    0.353             -
 
 Surplus brought forward and other adjustments 401.575        52.674
 
                                             1,269.720       608.934
 
 APPROPRIATIONS
 
 Debentures Redemption Reserve                 250.000             -
 
 Proposed Dividend                             107.058        91.764
 
 Tax on Proposed Dividend                       17.367        15.595
 
 General Reserve                               100.000       100.000
 
 Surplus carried to Balance Sheet              795.295       401.575
 
                                             1,269.720       608.934
 
 GENERAL ECONOMY
 
 Backed by strong consumption, the domestic economy grew at a healthy
 pace, with expectations on the GDP growth to be around 8.5% - albeit
 with the shadow of high inflation looming large. With food prices
 continuing to rule high, and inflation becoming more generalized, it
 appears that the yearly inflation may well catch up with the GDP growth
 rate. With this background the RBI had to intervene on several
 occasions this year to hike its policy interest rates during the year.
 Positive news came in the form of improved agricultural performance as
 well as on the export front, with both sectors registering significant
 growth.
 
 Both currency and commodity prices continued their volatile trend -
 while the Rupee weakened in the first nine months of the year, it rose
 sharply against the US Dollar in the last quarter and closed stronger
 than a year ago. Commodity prices on the other hand continued to firm
 up during the year and most metals reached their all time highs during
 the year. With political unrest in the Middle East, the pressure on
 both oil and other commodities is expected to continue and prices
 expected to remain firm.
 
 Business recovery across the globe has been slower than expected - for
 yet another year, it has been for the most part an Asia show.  The
 natural disaster suffered by Japan towards the end of the fiscal year,
 will of course have its business impact in the current year.
 
 OPERATIONS
 
 Against the backdrop mentioned above, during 2010-11 your Company saw
 significant growth in the top line with sales registering a 25% growth
 in value terms. This increase was most visible in Electrical Cables and
 Copper segments. In volume terms growth was significant - with star
 performances from product offering to the following customer sectors -
 power, automotive, agriculture, real estate and OEM.
 
 As mentioned earlier, commodity prices such as in the case of Copper,
 have consistently increased during the year under review - keeping in
 mind the acute competition, need to reach additional market areas and
 expand market share, price adjustments in the selling prices were kept
 minimal and as was considered appropriate. This has resulted in lower
 margin levels as compared to earlier periods.
 
 As a policy your Company had decided not to keep any uncovered
 exposures on account of foreign exchange - all its current purchases of
 raw materials from outside India are fully covered as soon as the
 import is finalized. However, foreign currency and interest rate
 protection measures taken in the earlier years, continued to produce
 negative results and an amount of Rs.344.406 million has been charged
 as an Exceptional Item to the Profit & Loss Account in the year
 2010-11.
 
 Income for the year under review was significantly higher at
 Rs.20,616.82 million (previous year Rs.16,428.26 million) representing
 a growth of 25% over the previous year. Following the robust growth
 achieved at the sales level, your Company has recorded a Net Profit of
 Rs.867.79 million as against a Net Profit of Rs. 576.20 million in the
 previous year.
 
 Segmentally, while Electrical Cables contributed 65%, Communication
 Cables contributed 10% to the total sale of products. The Electrical
 Cables growth was led by the rebound in the Real Estate &
 Infrastructure sectors. In the Communication Cables segment, however,
 the delayed introduction of 3G services had its impact in terms of
 lower sales volumes. The level of investment in capital expenditure by
 Telecom service providers has been below the expectations at the
 commencement of the year under review. Your Company has in the meantime
 concentrated on network service providers and PSU units to ensure a
 healthy business continuity. Your Company continues to believe that the
 Communication Cables Segment would be a growth engine, contributing to
 both revenues and profits, once the air is cleared around the
 uncertainties mentioned above.
 
 DIVIDEND
 
 Considering the business situation, your Directors have pleasure in
 recommending a dividend on equity shares of 35%.The amount thereof per
 equity share will be Rs.0.70. The total dividend outgo (including
 dividend tax) will be Rs.124.42 million.
 
 PROJECTS
 
 The current status of the various projects undertaken by your Company
 is mentioned in the paragraphs below:
 
 Compact Fluorescent Lamps (CFLs) Project, Urse near Pune
 
 All three lines that were proposed under this project, are now fully
 operational and your Company now has an annual capacity of 30 million
 pieces to offer in the market. Additional channel partners have been
 roped in, new markets have been targeted for penetration and a
 substantial increase in staffing has now taken place. With the
 infrastructure now ready, your Company is poised to grow very
 aggressively in this business.
 
 Urse Plant Projects
 
 In view of the massive investments that are taking place within the
 country in the power and infrastructure sectors, your Company believes
 that the demand for power cables will grow substantially in the coming
 years. As announced in the previous year, the Companys project of
 enhancing its Power Cable capacity is progressing satisfactorily.
 Equipment to double the capacity is currently being installed and the
 enhanced capacity is expected to be available from the third quarter of
 the current financial year. The decision to combine and integrate the
 Low voltage and High voltage power cable plants at one location in Urse
 is providing the desired results of complementing each other and
 reducing costs.
 
 Uttarakhand Project, Roorkee
 
 During the year under review, this plant has emerged as the Companys
 major source of production of light duty electrical cables. With the
 plant operating at higher than 80% levels now, the effect on your
 Companys financials has been extremely positive since the profits from
 this unit would be 100% tax exempted for the next two years and for a
 further period of 5 years for 30% of the taxable profits. This is in
 addition to the Excise free status this unit would enjoy for the next 8
 years.
 
 Electrical Switches Project
 
 During the year under review, progress was achieved in expanding the
 basic product range as well as accessories. Further, additional
 capacity has been created at your Companys manufacturing facility at
 Roorkee to take advantage of fiscal benefits.
 
 Your Company is taking steps to expand market reach and create a better
 distribution network.
 
 Finolex J-Power Systems Private Limited, Shirval near Pune
 
 Your Company and its JV partner have during the year under review
 completed the full subscription to the equity of the JV as at 31st
 March 2011, your Companys investment in the JV stands at Rs.382.20
 million.
 
 Operations at the JV, which were expected to commence around the 3rd
 quarter of the year under review have been delayed primarily on account
 of construction delays. While the main factory building is now
 complete, the tower being constructed to house the main extrusion line
 being first of its kind in India is 85% complete. Machinery is under
 erection and testing and the plant is expected to now be operational in
 the current financial year.
 
 Marketing JV with Corning Inc, USA
 
 Your Company has entered into a Joint Venture Agreement with Corning of
 USA to market select telecommunication products. It is expected that
 the venture would become operational towards the end of this financial
 year.
 
 NEW PRODUCTS
 
 With the continuous increase of Copper prices which nearly touched USD
 10,000 per ton on the LME your Company has developed products with
 Copper Clad Aluminium Conductors for certain applications, to soften
 the rising cost impact of copper. Such products have proven to provide
 customers with similar performance levels.
 
 EXPORTS
 
 Due to the depressed market situation for your Companys product lines
 overseas, FOB value of exports for the year was Rs. 393.66 million
 (lower than the previous years export value of Rs. 582.80 million).
 
 FINANCE
 
 Your Companys 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.1000
 million long term non convertible debentures program.
 
 During the year under review, the Company redeemed non convertible
 debentures of Rs. 500 million upon their maturity. The Company accessed
 the debt market with another issue of non convertible debentures of an
 equal amount of Rs. 500 million with a maturity period of five years.
 The newly issued debentures have since been listed on the National
 Stock Exchange of India Limited.
 
 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
 contain financial expenses to the minimum required levels. The Company
 has been able to meet its financial commitments in a timely manner.
 
 IFRS
 
 As was reported last year, your Company has progressed with its plans
 to ensure that its accounts are drawn up in compliance with the
 International Financial Reporting Standards (IFRS). While the
 Government of India notified the new standards, the dates by which such
 standards would become mandatory have not been specified. Regardless,
 the Company is progressing with the changes that are required within
 the Companys ERP systems to ensure compliance with the revised
 standards.
 
 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
 
 No new fixed deposits have been accepted during the year under review.
 As on 1sl April, 2010, there were unclaimed deposits of Rs.23,000 with
 interest accrued thereon till the original expiry date. The said
 unclaimed deposits, after the expiry of the prescribed period of seven
 years have since been transferred to the Investor Education and
 Protection Fund.
 
 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 1,484 permanent employees on its roll as on 31st March;
 2011 (previous year 1,383 permanent employees as on 31st March, 2010).
 
 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 has been in the field of
 education. The Company continues to support Finolex Academy of
 Management & Technology which offers engineering courses at Ratnagiri
 that is affiliated to Mumbai University. International Institute of
 Information Technology or l2IT as it is known is also patronized by the
 Company. PIT offers post graduate MS and MBA 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.
 
 While all the older plants are environment compliant and hold ISO14001
 (Environment Management System) certification, your Company is
 preparing for its newest plant at Uttarkhand to be similarly certified.
 
 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 judgments 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 315t March, 2011 and of the Profit and Loss
 Account for the year ended 31s1 March, 2011;
 
 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 Companys 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 Companys non-convertible
 debentures are listed on wholesale debt market segment of the National
 Stock Exchange of India Limited.
 
 DIRECTORS
 
 Mr. M L Jain, Assistant Managing Director & Chief Operating Officer,
 retired from the services of the Company, after completing his term of
 office on 31s1 October, 2G10. The Board of Directors at its meeting
 held on 23* October, 2010 recorded its appreciation for the valuable
 contribution made by Mr. M L Jain during his tenure of service with the
 Company.
 
 At its meeting held on 23rd October, 2010, the Board elevated Mr.
 Mahesh Viswanathan, Chief Financial Officer of the Company as an
 Additional Director on the Board, and designated him as Director -
 Finance & Chief Financial Officer of the Company. 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, 2011,
 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, Mr. P G Pawar, Mr. A J Engineer
 and Mr. B G Deshmukh 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.
 
 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 Real Estate Organisations 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 the
 trust and confidence shown.
 
                            For and on behalf of the Board of Directors
 
 Pune,                                                   P. P. Chhabria
 
 Dated : 3rd  May 2011                                          Chairman