The Members,
 
 We are pleased to present the 28th Annual Report and the audited
 accounts of the Company for the financial year ended March 31, 2011.
 
 OPERATIONAL RESULTS
 
 The summary of the financial performance of the Company for the
 financial year ended March 31, 2011 compared to the previous year ended
 March 31, 2010 is given below:
 
                                                         (Rs in Lacs)
 
 Particulars                                 Year Ended   Year Ended
                                               March 31,    March 31,
                                                   2011         2010
 
 Net Sales /Income                           151,146.70   122,546.09
 
 Gross profit before interest and             34,982.54    30,320.37
 depreciation
 
 Interest                                     11,043.48    10,544.94
 
 Profit before depreciation and               23,939.06    19,775.43
 amortisation - (Cash
 Profit)
 
 Depreciation / Amortisation                   8,439.55     7,611.18
 
 Profit before Tax                            15,499.51    12,164.25
 
 Provision for Taxation - Current                 52.52        12.00
 
 Provision for Taxation - Deferred              3814.45    (1,932.29)
 
 Profit after Tax                             11,632.54    14,084.55
 
 Balance brought forward from last            23,786.07    28,431.93
 year
 
 Prior period adjustments                         64.29       (11.29)
 
 Excess provision for tax for earlier             75.52        21.93 
 years
 
 Amount available for appropriation           35,558.42    42,527.15 
 
 Appropriations                                       -            -
 
 Transfer to General Reserve                   1,163.25     1,408.45
 
 Transfer to General Reserve as               17,500.00    15,000.00 
 per Scheme of
 Arrangement
 
 Proposed Dividend                             2,000.39     2,000.39
 
 Tax on Dividend                                 324.51       332.24
 
 Balance carried to Balance Sheet             14,570.27    23,786.07
 
 
 PER FORMANCE HIGHLIGHTS
 
 Soda Ash
 
 The Global Soda Ash demand was 46 million tons in 2010 with a capacity
 of 57 million tons. After growing at an average annual rate of almost 5
 percent per year since 2004, world soda ash demand fell by about 9.5
 percent in 2009. In 2010 the markets have recovered much faster than
 the earlier expectation.  Demand for Soda Ash remained robust during
 the year, price pressure from key inputs such as salt and energy
 weighed heavily. However, there has been a noticeable improvement in
 the soda ash prices from the fourth quarter onwards and the industry is
 optimistic about the price trend. Emerging economies – particularly in
 China and the wider Southeast Asia region, the Middle East, South Asia
 and South America continue to be growth driver for Soda Ash. Rising
 GDPs and urbanization in these regions have led to a higher per capita
 consumption of products manufactured using soda ash. Demand for glass
 and detergents in emerging world markets surged in the last few years.
 Hence the global outlook looks promising for soda ash.  The demand for
 soda ash is forecast to grow at about 3 to 4 percent per year over the
 next five years.
 
 The strong rebound of the Indian Economy was witnessed in Soda Ash also
 as demand growth rebounded to a very healthy 6% in 2010. It is expected
 that on the back of a strong growth in Glass (Construction/Automobiles)
 and Detergents (FMCG penetration and growth) Soda Ash demand will
 continue to grow at 5-6% in the current year. Import of Soda Ash from
 Kenya, Europe, Pakistan & other countries like Turkey are a major
 concern for Soda Ash industry. The Finance Ministry of Government of
 India had imposed Safeguard Duty on all Soda Ash Imports from China as
 part of its efforts to maintain a healthy domestic Soda Ash industry in
 the Country. While the imposition of Safeguard Duty has tampered
 Chinese Imports to some extent, the said duty has lapsed in April 2011.
 Continued imports from other European producers like Turkey/Russia/
 Romania and Ukraine where domestic markets still remain weak and
 remains a challenge. An application for Anti-Dumping has been filed
 with the ADD and continuous follow up is on to get an expeditious
 order.
 
 Your company had successfully completed its soda ash expansion during
 2007-08 which has resulted increase in production capacity up to 8.50
 lacs MTPA in India. The Company''s domestic production of Soda Ash for
 the year under review at 710012 tons, which was 8.12% higher as
 compared to the previous year. The Company achieved sales of Soda Ash
 656969 tons during the year including exports.
 
 Soda Ash manufacturers are experiencing a tough time, as high input and
 energy cost seem to affect the profit margins.  Your company is better
 placed because of its own captive lignite mines and in-house developed
 briquette usages as an alternative source of fuel, which is cost
 effective and also reduced dependability on other source of energy.
 
 Bi-Carbonate (BICARB)
 
 During the year, the Company achieved production of Bi- Carbonate 22378
 tons against 20161 tons in the previous year, which is higher by
 11.00%. During the year the Company achieved sales of Bi-Carbonate
 22912 tons against 19648 tons in the previous year, which is higher by
 17.00%.
 
 Home Textiles
 
 The Indian Textile Industry, 2nd largest in the world, continued its
 growth journey during 2010-11, which was due to continuation of
 Government of India''s stimulus package especially the extension of TUFs
 (Textile up-gradation Fund scheme). The industry registered a growth of
 around 10% during the year 2010-11 with exports also registering a
 significant growth.
 
 GHCL has also achieved remarkable performance in its textile business
 for the year 2010-11 in terms of overall performance and profitability
 of the Company. The revenue has gone up by 49% to Rs 571 Crore as
 compared to Rs 383 Crore in the last year and the operating profit has
 sharply increased from Rs 18.07 Crore in 2009-10 to Rs 53.97 Crore in
 2010-11 which is a signifi cant increase of 199%.
 
 The above performance has been achieved due to our constant marketing
 efforts winning us large orders from the major retailers of the world.
 Your company, with its State-of-art textile facilities from spinning to
 made-ups, has cautiously rationalized its customer base and
 successfully made deep inroads with large Global Retailers for running
 their replenishment programmes.  Your company today boasts of a
 customer base that comprises of Wal-Mart, K-Mart/Sears, Macys, Bed Bath
 & Beyond, J C Penny and U.S. Polo in the USA and the likes of House of
 Fraser, 3 Suisses and Galeries Lafayette in Europe. Additionally,
 with other measures like excellent cotton coverage, timely investment
 in value added segment like compact spinning, optimum utilization of
 wind energy and power trading, your company has been able to achieve
 significant improvement in profitability and operational performance in
 its Textile Business as compared to previous year.
 
 The Management is taking further initiatives in terms of adding more
 capacities in value-add segment, Weaving and Cut & Sew Facility which
 would have significant benefit in the coming years.
 
 DIVIDEND
 
 Your Directors are pleased to recommend a dividend of Rs 2.00 per
 Equity Share for the financial year ended March 31, 2011.
 
 FINANCE
 
 The Company had issued an aggregate of US$ 80.5 million Foreign
 Currency Convertible Bonds (FCCBs) at a coupon rate of 1% in 2005. The
 subscribers had an option to convert bonds into shares at a price based
 on price mechanism determined in the offering documents and Bond could
 be converted at a price of Rs 147.9533 per share equivalent to USD
 3.2278 is exercisable between September 2006 to March 2011. At the
 beginning of Financial year 2010-11, the outstanding FCCBs were USD
 29.00 million. During the Financial year 2010-11, the Company had
 repurchased (bought back) FCCBs aggregating to face value of USD 21.00
 million and extinguished the same in line with the approval received
 from Reserve Bank of India.  Further, on March 18, 2011, the Company
 had paid full and final outstanding amount in respect of the balance
 Bond having face value of USD 8.00 million along with interest &
 premium thereon before the maturity date of said Bond i.e. March 21,
 2011. After said buy back and redemption, there is no outstanding of
 FCCBs as on March 31, 2011.
 
 During the financial year your Company has transferred to investors''
 education and protection fund account (IEPF) a sum of Rs 31.80 lacs
 towards unclaimed dividend/unclaimed deposits along with interest
 thereon.
 
 FIXED DEPOSITS
 
 Your Company discontinued inviting, accepting and renewing of fixed
 deposits effective from September 24, 2002. However, unclaimed deposits
 of Rs 0.27 lacs have been transferred to IEPF during the financial
 year, which is included in Rs 31.80 lacs transferred, as stated above.
 
 EMPLOYEES STOCK OPTION SCHEME
 
 Your company has Stock Option Scheme for its employees as per the
 Revised Scheme approved by shareholders in their Extra Ordinary General
 Meeting held on March 19, 2008 and accordingly Compensation Committee
 in their meeting held on March 24, 2008 had granted options to its
 eligible employees.  Under the current ESOS Scheme the employees would
 be entitled for minimum guaranteed return of 20% on the Market price of
 the shares i.e. the latest available closing price prior to the date
 when the options are granted, at the time of exercise of the option.
 Pursuant to the approval given by the Compensation Committee, vesting
 period of options granted was two years from the date of grant (i.e
 March 24, 2008). Accordingly, eligible employees can exercise their
 rights on the valid options granted to them by the Committee on or
 after March 24, 2010. However, no employee has exercised his right on
 the vested option so far. The details as per regulation 12 of SEBI
 (ESOS & ESPS) Guidelines 1999 are given as an Annexure – II forming
 part of this report.
 
 SUBSIDIARIES
 
 The soda ash production of GHCL Upsom, Romania, a step down subsidiary
 of the Company, was adversely affected due to outstanding issues with
 gas supplier M/s Romgaz and accordingly the management had taken
 decision to close down production. Romgaz (gas supplier to GHCL Upsom)
 has initiated insolvency proceedings against GHCL Upsom, Romania.
 Thereafter, your company had engaged Roland Berger, a consultant to
 conduct study and submit its report about operational viability of GHCL
 Upsom. Based on the Preliminary findings, Roland Berger has reported
 that resumption of operations may not be viable without major
 investments and incentives from the Romanian Government.  Accordingly,
 the Management is in dialogue with BCR Bank, Romgaz and the Romanian
 Government to work out a re- organization plan of GHCL Upsom, if
 feasible.
 
 Rosebys Interiors India Limited (RIIL), a subsidiary, is engaged in the
 business of Home and Life Style Retailing. RIIL''s Retail Business Model
 was franchisee based model driven by minimum guarantee to the
 franchises and the same has not proved financially viable for the last
 two years. RIIL is now in the process completely revamping its
 business. Keeping in view of long term strategy, the Board of Directors
 of GHCL in its meeting held on February 25, 2011 had given in-principle
 approval for sale of its investment held in Rosebys Interiors India
 Limited.  Accordingly, a merchant banking firm has been engaged to
 locate a suitable buyer to meet its objective.
 
 The operations of Colwell & Salmon USA, subsidiary company engaged in
 the IT outsourcing business, have been stopped as the same are not
 viable. Also, another non operating subsidiary namely Fabient Global
 Limited has been voluntarily wound up during the year by following the
 process of Easy Exit Scheme 2011.
 
 In accordance with the general circular issued by the Ministry of
 Corporate Affairs, Government of India, on February 8, 2011, the
 Balance Sheet, Profit and Loss Account and other documents of the
 subsidiary companies are not being attached with the Balance Sheet of
 the Company. As required under the said circular, the Board of
 Directors of your Company at its meeting held on July 18, 2011 give its
 consent for not attaching the Balance Sheet of its subsidiaries, as
 they would be made available to its members at the Company''s website.
 The Company will make available the Annual Accounts of the subsidiary
 companies and the related detailed information to any members of the
 company on receipt of a written request from them at the Registered
 Office of the Company. The Annual Accounts of the subsidiary companies
 will also be kept open for inspection at the Registered Office of the
 Company these documents on any working day during business hours. The
 Consolidated Financial Statements presented by the Company include
 financial results of its subsidiary companies.  Details regarding
 subsidiaries have been provided in note no. 12 (refer page no. 43 of
 Annual Report) and also under Statement u/s 212 of the Companies Act,
 1956 (refer page no. 54 to page no. 56).
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 Your Directors have pleasure in attaching the Consolidated Financial
 Statements pursuant to Clause 32 read with Clause 41 of the Listing
 Agreement entered into with the Stock Exchanges and prepared in
 accordance with Accounting Standard 21 (Consolidated Financial
 Statements) of Institute of Chartered Accountants of India, for
 financial year ended March 31, 2011.
 
 MANAGEMENT DISCUSSION AND ANALYSIS
 
 In terms of Clause 49 of the Listing Agreement of the Stock Exchanges,
 the detailed review of the operations, performance and future outlook
 of the Company and its business is given in the Management''s Discussion
 and Analysis Report which forms part of this Annual Report. The report
 on Management''s Discussion and Analysis is annexed with the Report.
 
 CORPORATE GOVERNANCE
 
 Pursuant to Clause 49 of the Listing Agreement with the Stock
 Exchanges, a compliance report on Corporate Governance has been annexed
 as part of the Annual Report along with Auditor''s certificate for the
 compliance.
 
 LISTING/DELISTING OF THE EQUITY SHARES/FCCBs
 
 The equity shares of your Company are listed at Bombay Stock Exchange
 Limited (BSE) and The National Stock Exchange of India Limited (NSE)
 and Ahmedabad Stock Exchange Limited, (ASE). The annual listing fees
 for the year 2010-11 have been paid to all these Stock Exchanges. The
 application for voluntarily delisting of Company''s ordinary shares is
 pending with The Calcutta Stock Exchange Ltd. (CSE), in spite of the
 fact that company had submitted all relevant information asked by CSE.
 Company had also requested SEBI to interfere in the matter and direct
 CSE to delist the shares of the Company as the Company had complied
 with all statutory requirement. Company on its own had stopped filing
 of information to CSE and listing fee.  The Foreign Currency
 Convertible Bonds (FCCBs) issued by the Company are bought back and/ or
 filly paid and there is no outstanding FCCB in the books of the
 Company.
 
 DIRECTORS
 
 Shri Sanjay Dalmia, Shri Neelabh Dalmia, Shri Sanjiv Tyagi and Shri
 Mahesh Kheria directors retire by rotation and being eligible, offer
 themselves for re-appointment. The Board recommends their appointments
 at the ensuing Annual General Meeting.
 
 Shri Surendra Singh was appointed as Additional Directors with effect
 from November 23, 2010. The Company has received notice u/s 257 of the
 Companies Act, 1956 from shareholder signifying intention to propose at
 the ensuing Annual General Meeting the candidature of Shri Surendra
 Singh Director of the Company. The Board recommends his appointment at
 the ensuing Annual General Meeting.
 
 Mr. Naresh Chandra, Director resigned w.e.f November 3, 2010.  Your
 Directors wish to record their gratitude and appreciation for the
 contribution by above director during his tenure as Director of the
 Company.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
 AND OUTGO
 
 Information pursuant to Section 217 (1)(e) of the Companies Act, 1956
 read with the Companies (Disclosure of Particulars in the Report of
 Board of Directors) Rules, 1988 are given in Annexure-I forming part of
 this Report.
 
 PARTICULARS OF EMPLOYEES
 
 Particulars of employees as required under Section 217 (2A) of the
 Companies Act, 1956 read with the Companies (Particulars of Employees)
 Rules, 1975, as amended, are set out in Annexure to the Directors''
 Report and forms part of the Report.  However, having regard to the
 provisions of Section 219 (1)(b) (iv) of the Companies Act, 1956, the
 Annual Report excluding the aforesaid information is being sent to all
 the members of the Company and others entitled thereto . Any member
 interested in obtaining such particulars may write to the Company
 Secretary at the Registered Office of the Company.
 
 STATUTORY AUDITORS
 
 M/s Jayantilal Thakkar & Co., Chartered Accountants and M/s Rahul
 Gautam Divan & Associates, Chartered Accountants, the Joint Auditors of
 the Company will retire at the ensuing Annual General Meeting and are
 eligible for re-appointment.  The Company has received certificates
 from the auditors to the effect that their re-appointment, if made,
 would be in accordance with Section 224 (1B) of the Companies Act,
 1956. The Board recommends their re-appointment.
 
 COST AUDITORS
 
 The Board has appointed M/s R J Goel & Company, Cost Accountants, New
 Delhi, M/s L S Sathiamurthi & Co., Cost Accountants, Chennai and M/s N
 D Birla & Co., Cost Accountants, Ahmedabad as Cost Auditors for the
 Soda Ash division, Yarn division (Madurai) and Home Textile division
 (Vapi) of the Company respectively under Section 233B of the Companies
 Act, 1956 for the financial year 2011-12.
 
 AUDITORS'' REPORT
 
 The Auditors have qualified on certain matters and the same are
 clarified in notes on accounts no. 2 and 31 which are forming part of
 Balance Sheet as at March 31, 2011 and profit and Loss Accounts for the
 year ended on that date, are self explanatory and therefore do not call
 for any further comment U/s 217 (3) of the Companies Act, 1956.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to Sect ion 217 (2AA) of the Companies Act, 19 56, the
 Directors, based on the representations received from the Operating
 Management, confirm that:
 
 a.  in the preparation of the annual accounts for the financial year
 ended March 31, 2011 the applicable accounting standards read with
 requirements set out under Schedule VI to the Companies Act, 1956, have
 been followed and there has been no material departures from the same ;
 
 b.  appropriate accounting policies have been selected by them and
 applied the same consistently and judgments and estimates that are
 reasonable and prudent have been made so as to give a true and fair
 view of the state of affairs of the Company as at March 31, 2011 and of
 the profits of the Company for the financial year ended March 31, 2011;
 
 c.  the proper and sufficient care has been taken by them 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; and
 
 d.  the annual accounts for the financial year ended March 31, 2011
 have been prepared by them on a going concern basis.
 
 ACKNOWLEDGEMENT
 
 The Directors express their gratitude to Financial Institutions, Banks,
 and various other agencies for the co-operation extended to the
 Company. The Directors also take this opportunity to thank the
 shareholders, bondholders, customers, suppliers, lenders and
 distributors for the confidence reposed by them in the Company. The
 employees of the Company contributed significantly in achieving the
 results. The Directors take this opportunity of thanking them and hope
 that they will maintain their commitment to excellence in the years to
 come.
 
                          For and on behalf of the Board of Directors
                                                     For GHCL Limited
 
                                                        SANJAY DALMIA 
                                                             Chairman
 
 Date: July 18, 2011 
 Place: New Delhi