The Directors of your Company are pleased to present the 52nd Annual
 Report together with the audited accounts of the Company for the
 financial year ended 31st December 2010.
 
 REVIEW OF OPERATIONS
 
 Production and Sales figures of the Company in quantitative terms are
 as under:
 
                             Financial year ended Financial year ended
                             31st December 2010   31st December 2009
 
 Production (in tonnes)
 
 -Clinker                           13,36,805         13,53,951
 
 -Cement                            26,45,725         26,60,674
 
 -GGBS                                 15,993             5,026
 
 Sales (in tonnes)
 
 -Clinker                              81,449            55,479
 
 -Cement                            26,09,254         26,54,767
 
 -GGBS                                 17,151             5,376
 
 India is the worlds second largest producer of cement. The main
 characteristics of this industry is that it is highly fragmented,
 regional, cyclical and capital intensive.
 
 In the first half of the year 2010 the demand for cement was buoyant
 which resulted in higher volume and price realisation.  However during
 the second half of the year additional capacities became operational
 which resulted in oversupply situation. Further, during the second half
 of the year the demand for cement also declined due to heavy rains in
 most parts of the Country resulting in subdued construction activity.
 The oversupply coupled with the poor off take of cement created demand
 supply mismatch putting pressure on prices. This lead to decline in the
 capacity utilization throughout the industry. Significant rise in
 costs, especially the price of coal, petroleum products, power and
 freight cost further eroded the profitability.
 
 Financial year 2011-12 is the terminal year of the 11th Five year plan
 of the Government of India. Therefore we expect that the Government
 spending will be relatively higher during the aforesaid period. This
 will also help in increasing the demand of cement during the current
 year.
 
 Mycem is now a well established brand with high degree of customer
 acceptance, which is the result of the Companys constant endeavour to
 give its customers the best possible product. The Company has also
 started marketing its cement in Bihar to expand its market reach. In
 order to foster better channel - Company Partnership, a dealer training
 program was initiated, a first for the Company.
 
 FINANCIAL HIGHLIGHTS
 
 The Company achieved gross sales of Rs. 98,537.07 lacs during the
 financial year ended 31st December, 2010, against Rs. 1,04,023.92 lacs
 during the financial year ended 31st December 2009. The net profit of
 the Company during the financial year ended 31st December 2010 was Rs.
 6,329.95 lacs as compared to the net profit of Rs. 13,403.91 lacs
 during the financial year ended 31st December 2009.
 
 The snapshot of your Companys performance for the financial year ended
 31st December, 2010 vis-a-vis its performance in the previous year
 ended 31st December, 2009 is as under:-
 
                                                      (Rs. in lacs)
 
                           Financial year ended Financial year ended
                           31st December 2010   31st December 2009
 
 Earnings before Interest, 
 Depreciation and Taxes
  (EBIDTA)                          12,900.82            20,495.46
 
 Less :
 
 - Finance Charges        (421.31)           (439.90)
 
 - Depreciation / 
 Amortization            (2884.88)         (2,580.69)
 
                                   (3,306.19)          (3,020.59)
 
 Earnings before taxes 
 (EBT)                               9,594.63            17474.87
 
 Less:
 
 - Deferred Tax Credit   (1365.12)         (1,646.90)
 
 - Provision for 
 Income Tax              (1899.56)         (2,408.60)
 
 - Fringe Benefit Tax            -  (3264.68) (15.46)  (4,070.96)
 
 Net Profit                          6,329.95           13,403.91
 
 Less: Dividend on 9% 
 Cumulative Redeemable 
 Preference Shares                    (50.83)            (434.03)
 (including Corporate 
 Dividend Tax of Rs. 
 7.24 lacs).
 
 Add: Balance b/f 
 from the 
 previous year                       4,777.75          (8,192.13)
 
 Less: Amount Transferred 
 to Capital Redemption 
 Reserve                           (1,349.34)                   -
 
 Profit / (Loss) carried to 
 Balance Sheet                       9,707.53            4,777.75
 
 CAPACITY EXPANSION
 
 The Companys present installed capacity is 3.07 MTPA. The Company has
 embarked upon expansion projects at Damoh & Jhansi units, which will
 double its cement production capacity.
 
 On 4th August 2010, the Honble Chief Minister of Madhya Pradesh, Mr.
 Shivraj Singh Chauhan, performed a Bhoomi Poojan and unveiled a plaque
 at the Narsingarh Unit for the said expansion project.
 
 The work on the aforesaid expansion projects is in full swing and it is
 expected that the commercial production will commence in the first
 quarter of the year 2012. The total cost of the expansion project will
 be funded through a mix of internal accruals, External Commercial
 Borrowings (ECB) from the promoter group and borrowings from Indian
 Banks and Financial Institutions.
 
 DIVIDEND
 
 The Directors of the Company had passed a Resolution by Circulation on
 11th May 2010 to exercise the Call Option for redemption of 13,49,336
 9% Cumulative Redeemable Preference Shares of Rs. 100 each aggregating
 to Rs. 13,49,33,600.  Since these Preference Shares were Cumulative in
 nature, it was obligatory for the Company to pay the accumulated
 dividend i.e, dividend @ 9% per annum on 13,49,336 Preference Shares
 for the period from 1st January 2010 till 11th May 2010 (being the date
 of redemption of preference shares).
 
 The Company has already paid the dividend amounting to Rs. 43.59 lacs
 as interim dividend along with the redemption proceeds for which the
 Board seeks the confirmation of the shareholders at Item No. 2 of the
 Notice of Annual General Meeting.
 
 Further, in view of the requirement of funds for the aforesaid
 expansion projects, your Directors have decided not to recommend any
 Dividend on the equity shares for the financial year ended 31st
 December, 2010.
 
 APPOINTMENT / RE-APPOINTMENT OF DIRECTORS
 
 Dr. Bernd Scheifele and Dr. Lorenz Naeger, Directors of the Company
 retire by rotation at the ensuing Annual General Meeting (AGM) of the
 Company. The retiring Directors being eligible have offered themselves
 for re-election at the said AGM.
 
 Mr. Pradeep V. Bhide, Mr. Daniel R. Fritz and Mr. Sushil Kumar Tiwari
 were appointed as Additional Directors on the Board w.e.f. 29th April
 2011. Pursuant to section 260 of the Companies Act, 1956 the aforesaid
 Additional Directors shall hold office up to the date of the ensuing
 AGM. The Company has received notices under section 257 of the
 Companies Act, 1956 from some members proposing the names of the
 aforesaid persons for appointment as Directors.
 
 The Board has appointed Mr. Sushil Kumar Tiwari as Wholetime Director
 for tenure of 3 years w.e.f. 29th April 2011, subject to the approval
 of the shareholders at the ensuing AGM.
 
 The Board at its meeting held on 29th April 2011 has re-appointed Mr.
 Ashish Guha as Managing Director of the Company, without any
 remuneration, for a further term of five years w.e.f. 23rd August 2011,
 subject to the approval of the shareholders at the ensuing AGM.
 
 The Board recommends the appointment / re-appointment of the aforesaid
 Directors.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to the requirements of Section 217(2AA) of the Companies Act,
 1956, the Directors, to the best of their knowledge and belief and
 according to the information and explanations obtained by them, confirm
 & declare that they have taken all reasonable steps, as are required,
 to ensure that:
 
 (a) The applicable accounting standards have been followed in the
 preparation of the annual accounts for the financial year ended 31st
 December 2010 and no departures have been made there from;
 
 (b) They have selected such accounting policies and applied them
 consistently and they 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 your Company as at 31st December, 2010 and of the profit
 of your Company for the year ended on that date;
 
 (c) 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 your Company and for
 preventing and detecting frauds and other irregularities; and
 
 (d) The annual accounts for the financial year ended 31st December,
 2010 are prepared on a going concern basis.
 
 AUDITORS
 
 The Statutory Auditors, M/s. S.R. Batliboi & Co., Chartered
 Accountants, who were appointed at the last Annual General Meeting held
 on 11th May 2010, hold office up to the conclusion of the ensuing AGM
 and are eligible for re-appointment.  The said Auditors have confirmed
 that their re-appointment, if made, shall be within the limit laid down
 under Section 224(1B) of the Companies Act, 1956. The Auditors
 observations in their Report and the relevant notes to the accounts are
 self-explanatory.
 
 COST AUDIT
 
 Pursuant to the directives of the Central Government, your Company has
 appointed M/s. A. Nagaraja, Cost Accountants as Cost Auditors of the
 Company under Section 233B of the Companies Act, 1956 for the year
 2011.
 
 CORPORATE GOVERNANCE REPORT
 
 In terms of Clause 49 of the Listing Agreement with the Stock Exchanges
 a report on Corporate Governance is included in the Annual Report. A
 Certificate from a Practising Company Secretary on compliance of
 conditions of Corporate Governance is also annexed to the Corporate
 Governance Report.
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 Pursuant to clause 49 of the Listing Agreement, Management Discussion
 and Analysis Report is given as addition to this Report.
 
 REGISTERED OFFICE
 
 The Registered Office of the Company has been shifted from the plant at
 Ammasandra (Karnataka) to Gurgaon (Haryana) w.e.f. 8th March 2011.  
 
 HUMAN RESOURCES
 
 During the year under review the Industrial Relations remained cordial
 and there was all round cooperation. Employees at all levels
 demonstrated high degree of commitment for achieving the Companys
 goals.
 
 The Company focused on Employee Development, Retention, Recognition,
 Performance Management & Communication.  Initiatives like Hi-Potential
 scheme and Star Employee of the month/quarter have been implemented
 with the objective of retention & recognition and also to encourage
 innovative ideas.
 
 Various training programs focusing on the soft skills like
 Communication & Leadership skills were conducted. The key programs
 focusing on soft skills and managerial skills conducted were Business
 Communication, Breakthrough in Effectiveness, Performance Management
 Process, Team Bonding & Jagriti (Workmen Training).
 
 Quarterly communication meetings. Directors Feedback Sessions and open
 house sessions were also introduced to share the business performance
 vis-a-vis market scenario, new market place challenges and also to
 address the concerns of employees.
 
 Employees at all levels continue to put in their best in the service of
 the Company and your Directors place on record sincere appreciation of
 their dedication and loyalty.
 
 OCCUPATIONAL HEALTH & SAFETY
 
 The Company has continued to focus on embedding strong safety culture
 top-down and bottom-up. Nothing is more important to us at Heidelberg
 than the safety of our workers, our subcontractors, and the communities
 in and near which we operate, says Dr. Scheifele, Chairman of
 HeidelbergCement Group.
 
 Safety Topic of the Month program is designed to educate the
 employees about why safety is so important, and to remind our employees
 and subcontractors about ways to maximize their own safety, on the job,
 in and around the plant, and in their own homes and communities. During
 the month, each site is organizing events, open house sessions to
 increase awareness and communication campaigns on the theme of
 occupational health and safety for employees and subcontractors.
 
 Every Operational Unit and Project Site conducts Daily Safety Meeting
 to communicate the previous day safety observations & incident
 information of all the sites for taking immediate corrective &
 preventive actions at their respective sites. This has improved the
 Safety performance drastically at Shop floor. This meeting is headed by
 Plant Head and the presence of all Officers & Contractor Employees has
 been made mandatory.
 
 The Lost Time Injury frequency Rate drastically decreased from the year
 2007 to 2010 as a result of the companys comprehensive safety program.
 Damoh Limestone Mine has been selected for the National Safety Award
 under the category of Lowest Injury Frequency Rate by the Ministry of
 Labour & Employment.
 
 The Company has set up Corporate Health & Safety function to lead these
 efforts to facilitate design and implementation of H&S Management
 System. The Company has also implemented the Contractor Safety
 Management System, which helps to ensure that proper processes are in
 place for the safety of Contract Employees. We have embarked on the
 journey of changing behaviors across all functions. We continue to lead
 our efforts for enforcement of H&S norms at all our brown field
 projects.
 
 CORPORATE SOCIAL RESPONSIBILITY (CSR)
 
 The Company is actively contributing to the economic and social
 development of the surrounding communities as part of its corporate
 social responsibility by focusing on Healthcare, Education and
 improvement of the surroundings. During the year under review, your
 Company continued to co-ordinate with local communities, in the regions
 where it has presence, to facilitate development and welfare
 activities. These included medical assistance and organising medical
 camps for the residents of the surrounding villages. Every Plant has a
 medical centre along with Ambulance to provide timely medical help and
 treatment.
 
 In the area of Education, your Companys schools provide high standard
 of education not only to the children of its employees but also to the
 children from the surrounding rural areas. Sports meets with various
 events were conducted at schools
 
 which also attracted participation of other schools from the
 surrounding areas. With the help of social clubs, the Company has
 initiated various training programs for women and unemployed youth.
 
 There is scarcity of water in the vicinity of some of the Companys
 plants. Therefore the Company has made necessary arrangements to
 provide treated water from its plants to the villagers. In addition,
 the Company also engaged manpower for cleaning and renovation of old
 wells and ponds in surrounding areas to ensure that water is easily
 available to the villagers.
 
 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 upto date are given in the enclosed statement
 forming part of this Report as Annexure A.
 
 ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO:
 
 The particulars relating to conservation of energy, technology
 absorption and foreign exchange earnings and outgo, as required under
 section 217(l)(e) of the Companies Act, 1956 read with the Companies
 (Disclosure of Particulars in the Report of Board of Directors) Rules
 1988, forming part of this Report are annexed as Annexure B.
 
 MD / CHIEF FINANCIAL OFFICERS CERTIFICATION
 
 Pursuant to Clause 49 of the Listing Agreement, a certificate furnished
 by Mr. Ashish Guha, Managing Director and Mr. Anil Sharma, Chief
 Financial Officer in respect of the financial statements and the cash
 flow statement for the financial year ended 31st December 2010 is
 annexed as Annexure C.
 
 ACKNOWLEDGEMENTS
 
 We deeply acknowledge the continued support and co-operation received
 from the State and Central Government Authorities and other regulatory
 agencies. We also take this opportunity to thank all the valued
 customers who have appreciated and patronised the companys brand
 mycem.
 
 Your directors are thankful to all stakeholders including Shareholders,
 Bankers, Suppliers, Distributors, Dealers and Contractors for their
 continued assistance, co-operation and support.
 
                                       For and on behalf of the Board
                                                 Sd/-
 
                                             P.G. Mankad
                                               Chairman
 
 Place : Gurgaon 
 Date  : 29th April 2011