The Members,
 
 The Directors have pleasure in presenting the Twenty-Fourth Annual
 Report and the Audited Financial Results on the business and operations
 of your Company for the financial year ended on March 31, 2011.
 
 FINANCIAL RESULTS/HIGHLIGHTS
 
                                                  Rs. in crores
 
                                              2010-11       2009-10
 
 Income from Operations                        325.96        246.98
 
 Less :Interest                                151.08        126.14
 
 Less :Depreciation                             50.44         46.47
 
 Profit before Tax                             124.44         74.37
 
 Less : Provision for Taxation                  21.79         22.50
 
 Profit after Tax                              102.65         51.87
 
 Add : Balance brought forward                   5.95         80.39
 
 Amount available for appropriation            108.60        132.26
 
 Less : Appropriations
 
 Transferred to General Reserve                  0.00          5.00
 
 Dividend and Dividend Tax for
 
 earlier year                                    0.00          0.50
 
 Proposed dividend on equity shares             57.73         55.29
 
 Corporate Tax on Dividend                       9.37          9.27
 
 Debenture Redemption Reserve                   18.75         56.25
 
 Balance carried to Balance Sheet               22.75          5.95
 
 REVIEW OF OPERATIONS
 
 The steel industry witnessed recovery during the financial year
 2010-11. Consequently, coking coal and met coke being major raw
 material for steel industry and market, also witnessed consolidation
 with rise in prices. The Company reported higher income from operations
 amounting to Rs.325.96 Crores during the financial year ended 31st
 March, 2011 as compared to Rs 246.98 Crores during the previous year as
 a consequence of better realizations and a continuous focus on cost
 management during the year under review.  Consequently, the net profit
 after tax earned during the financial year ended 31st March, 2011 was
 higher at Rs. 102.65 crores as compared to Rs. 51.87 crores during the
 previous year.
 
 DIVIDEND
 
 The Directors are pleased to recommend a dividend of Re.1/- per Equity
 Share of Rs.10 each and Re.1/- per B Equity Share of Rs.10 each
 respectively for the year ended March 31, 2011. While there is no
 change in rate of dividend as compared to previous year, the total
 payout will amount to Rs.67.10 crores (with dividend tax) as compared
 to Rs.64.56 crores (with dividend tax) for the previous year.
 
 TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND
 
 In terms of Sections 205A & 205C of the Companies Act, 1956, the
 company had transferred during the year under review, a sum of Rs.
 5,99,015.50 (Rupees Five lacs, Ninety nine thousand fifteen and paise
 fifty only) and Rs.7,56,351.93 (Rupees Seven lacs, Fifty six thousand,
 three hundred fifty one and paise ninety three only) to the Investor
 Education & Protection Fund created by the Central Government towards
 dividend for the years 2002-03 & 2003-04 (1st interim) respectively,
 since these dividend remained unclaimed for a period of 7 years.
 
 ISSUE OF EQUITY
 
 The Company allotted 4,98,19,421 B Equity Shares of Rs.10 each on
 10th May, 2010 pursuant to a bonus issue in the ratio of 1 B Equity
 Share of Rs. 10 each for every 10 Equity Shares held.
 
 The Company also allotted 1,00,044 Equity Shares of Rs.10 each at a
 premium of Rs.34.64 per share and 10,004 B Equity Shares of Rs. 10
 each as bonus shares during the year under review, upon conversion of 1
 (one) Zero Coupon Unsecured Foreign Currency Convertible Bonds (FCCBs)
 of USD 100000 each issued in 2006.
 
 The Company also allotted 85,50,000 Equity Shares of Rs.10 each at a
 premium of Rs.55.78 per share and 8,55,000 B Equity Shares of Rs. 10
 each as bonus shares upon conversion of warrants by promoters/promoter
 group companies. The Company further allotted 4,26,795 Equity Shares of
 Rs.10 each at a premium of Rs.  13.86 per share and 42,679 B Equity
 Shares of Rs. 10 each as bonus shares upon conversion of Options issued
 under Employee Stock Option Scheme, 2005 and 1,27,300 Equity Shares of
 Rs. 10 each at a premium of Rs.8.05 per share and 12,730 B Equity
 Shares of Rs. 10 each as bonus shares upon conversion of Options issued
 under 2nd tranche of GNCL Employee Stock Options Scheme 2007.
 
 QUALIFIED INSTITUTIONAL PLACEMENT
 
 The Company made a Qualified Institutional Placement (hereinafter
 referred to as QIP) comprising of 11% Secured Redeemable Non
 convertible Debentures (NCDs) amounting Rs. 250 crores along with
 2,08,00,000 Warrants at a conversion price of Rs.120 each to Qualified
 Institutional Buyers during the year under review to raise funds for
 capex and general corporate purposes.
 
 NON-CONVERTIBLE DEBENTURES
 
 During the year under review, the company redeemed Non- Convertible
 Secured Redeemable Debentures (NCDs) for an amount of Rs. 150 crores
 issued to Axis Bank Ltd. The NCDs outstanding at the end of the year
 under review aggregated to Rs.  400 crores comprising of QIP issue of
 NCDs amounting Rs.250 crores and NCD issued to LIC and nationalised
 banks in the previous year(s) amounting to Rs. 150 crores.
 
 STATUS OF FCCBs
 
 Your Directors are pleased to inform that 1% Unsecured Foreign Currency
 Convertible Bonds (FCCBs) of USD 55 million were fully converted by its
 holders before its due date of redemption.
 
 Further, at the year end, bonds worth USD 17.40 million remain
 outstanding out of the Unsecured Zero Coupon FCCBs of USD 60 million
 issued in 2006 and due for redemption in 2011.  However, subsequent to
 the close of the year under review, the Company has received notices
 and it has since converted all the outstanding bonds worth USD 17.40
 million on 8th April, 2011.
 
 LISTING
 
 Both the Equity Shares and B Equity Shares of your Company are listed
 at the National Stock Exchange of India Limited (NSE) and Bombay Stock
 Exchange Limited (BSE). The Non- convertible Debentures of the company
 including Debentures issued under QIP are listed at Bombay Stock
 Exchange. The warrants issued by the Company under QIP are listed at
 both NSE and BSE.
 
 BUSINESS PLANS
 
 Coking Coal and Metcoke are commodities which are in high demand
 globally. We at Gujarat NRE believe in investing in our capacities and
 to take advantage of any upside in the market due to increased demand
 and supply mismatch. The Metcoke producing capacity of the company in
 India is presently at 1.43 MTPA which is planned for increase to 4 MTPA
 in another 4-5 years at an investment of around Rs. 800 crores.
 Similarly, there are plans to ramp up production of coking coal in
 Australia mines to 6 MTPA by 2015 from existing production levels of
 around 1.55 MTPA, at an additional investment of around AUD 400
 million.
 
 The company is in the process of commissioning its first waste heat
 power plant of 15 MW out of the total 60 MW waste heat power generation
 facilities being built near its coke plants. This only reiterates the
 company''s commitment to the environment, having already invested in
 87.5 MW power generating capacity through wind mills.
 
 SUBSIDIARIES
 
 The consolidated financial statements presented by the company include
 the financial information of the subsidiaries prepared in accordance
 with the applicable accounting standard.  The Ministry of Corporate
 Affairs vide its circular no 2/2011 dated 8th February 2011 has granted
 a general exemption under Section 212(8) of the Companies Act 1956,
 from attaching the Balance Sheet, Profit & Loss Account and other
 documents of the subsidiary companies to the balance sheet of any
 company upon compliance of certain conditions. As the company is in
 compliance with these conditions, the Balance Sheet, Profit & Loss
 Account and other documents of the subsidiaries are not attached to
 this Annual Reports & Accounts. However, the annual accounts of the
 subsidiary companies and related detailed information shall be made
 available to the shareholders of the company and its subsidiaries
 seeking such information at any point of time. The annual accounts of
 the subsidiary companies are also available at the Registered office of
 the Company during the working hours and also at the respective offices
 of the Subsidiary companies.
 
 FINANCIAL OBLIGATIONS
 
 The Company has been regular in the payment of interest and/or
 repayment of loans to financial institutions and/or banks or in meeting
 its other financial obligations during the year under review.
 
 CORPORATE GOVERNANCE
 
 Your Company continues to be committed to Good Corporate Governance
 aligned with best-of-breed practices. A Report on ''Corporate
 Governance'' as on 31st March, 2011 in accordance with the provisions of
 Clause 49 to the Listing Agreement is annexed hereto. The same has been
 certified by the Statutory Auditors of the Company. A Report on
 Management Discussions & Analysis is also annexed hereto and forms a
 part of this Report.
 
 Chairman & Managing Director (CEO) and Chief Financial Officer (CFO)
 have certified to the Board with regard to the financial statements and
 other matters as required by clause 49 of the listing agreement and the
 said certificate is also annexed to this Annual Report.
 
 EMPLOYEE STOCK OPTION SCHEME
 
 With a view to remain a preferred employer, Stock Options were granted
 to the Directors/Employees of the Company/its subsidiaries under
 Employee Stock Options Scheme 2005 and GNCL Employee Stock Options
 Scheme 2007 during the financial years 2006-07 and 2007-08
 respectively. The Directors further granted 32,14,000 options on
 9.7.2010 under 3rd Tranche of GNCL Employee Stock Option Scheme, 2007.
 
 The Options under Employee Stock Option Scheme 2005 got vested on 20th
 January, 2010. The eligible employees/Directors exercised 10,58,224
 options under this scheme till the end of the year under review.
 
 As required by clause 12 of the SEBI (Employees Stock Option Scheme and
 Employees Stock Purchase Scheme) Guidelines 1999, the disclosures with
 regard to Stock Options in respect of both Employee Stock Option
 Scheme, 2005 and GNCL Employee Stock Option Scheme 2007 as on 31st
 March, 2011 are given in an Annexure to this report.
 
 DIRECTORS
 
 Dr Basudeb Sen and Mr Chinubhai R Shah, Directors of the Company retire
 by rotation at the forthcoming Annual General Meeting and being
 eligible, offer themselves for re-appointment in terms of the Articles
 of Association of the Company.
 
 The present tenure of Chairman & Managing Director, Mr Arun Kumar
 Jagatramka would expire on 27th March 2012. It is proposed to reappoint
 him as Chairman & Managing Director for a period of 5 years w e f 28th
 March 2012 and a resolution seeking the approval of shareholders in
 this regard is included in the notice of 24th Annual General Meeting.
 
 Mr Rajendra Prasad Jain resigned from the post of Executive Director
 with effect from 21st October 2010 due to health reasons.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to the requirements under Section 217(2AA) of the Companies
 Act, 1956 with respect to Directors'' Responsibility Statement, your
 Directors confirm having
 
 i) Followed in the preparation of the annual accounts, the applicable
 accounting standards with proper explanation relating to material
 departures, if any;
 
 ii) Selected such accounting policies and applied them consistently and
 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 at the
 end of the year under review and of the profit of the Company for the
 year ended on that date;
 
 iii) 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 or other irregularities; and
 
 iv) prepared the annual accounts on a ''going concern basis''.
 
 AUDITORS
 
 M/s. N. C. Banerjee & Co., Chartered Accountants, the Statutory
 Auditors hold office upto the forthcoming Annual General Meeting of the
 Company and are eligible for reappointment to audit the Accounts of the
 Company for the financial year 2011-12. As required under the
 provisions of Section 224(1B) of the Companies Act, 1956, the Company
 has received written confirmation from M/s. N C Banerjee & Co., that
 their re- appointment as Auditors, if made, would be in conformity
 within the limits prescribed in the said section and that they are not
 disqualified from being appointed as the Auditors of the Company within
 the meaning of Section 226 of the said Act.
 
 AUDITORS'' REPORT
 
 The observations of the Auditors in their Report read with relevant
 notes on the accounts, as annexed are self-explanatory and need no
 elaboration.
 
 PUBLIC DEPOSITS
 
 The Company has not accepted or renewed any Public Deposits, as defined
 under Section 58A of the Companies Act, 1956, during the year under
 review.
 
 PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
 FOREIGN EXCHANGE EARNINGS AND OUTGO
 
 The information on Particulars of conservation of energy, technology
 absorption and foreign exchange earnings and outgo as required under
 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 forms a part of this Report as an Annexure. However, as
 permitted by Section 219(1)(b)(iv) of the Act, this Annual Report is
 being sent to all the members of the Company excluding the said
 Annexure.
 
 PARTICULARS OF EMPLOYEES
 
 The information on Particulars of employees as required under Section
 217(2A) of the Companies Act, 1956, read with the Companies
 (Particulars of Employees) Rules, 1975 forms a part of this Report as
 an Annexure. However, as permitted by Section 219(1) (b)(iv) of the
 Companies Act, 1956 this Annual Report is being sent to all the members
 of the Company excluding the said Annexure.
 
 PERSONNEL / INDUSTRIAL RELATIONS
 
 The Company maintained cordial and harmonious relations at all levels
 at the offices and plants of the Company and its subsidiaries
 throughout the year under review.
 
 APPRECIATION
 
 We wish to acknowledge the understanding, support and services of our
 workers, staff and Executives which has largely contributed to
 efficient operations and management of the Company during the year
 under review. We also take this opportunity to express our deep sense
 of gratitude to all our customers, dealers, suppliers, bankers,
 government officials and all other business associates for their
 continuous guidance and support to the Company and their continued
 confidence in its management. We also take this opportunity to express
 our sincere thanks to our shareholders and debenture holders for the
 confidence and faith in our company.
 
                                        For and on behalf of the Board
 
 Place : Kolkata                                 Arun Kumar Jagatramka
 
 Date : 15th day of July, 2011            Chairman & Managing Director