Dear Members,
 
 The Directors have pleasure in presenting the 23rd Annual Report on
 the business and operations of the Company'' together with the audited
 financial statements for the financial year ended 31 March 2011.
 
 Financial Results
 
 The performance of the Company for the financial year ended 31 March
 2011 is summarised below:
 
                                                      (Rs. in lacs)
 
                                        For the year
                                               ended   For the year 
                                                              ended
 
                                          31.03.2011     31.03.2010
 
 Gross turnover                            78,491.36      52,763.02
 
 Other income                               1,379.70       1,523.53
 
 Total income                              79,871.06      54,286.55
 
 Operating profit                          20,635.39      19,793.58
 
 Interest and finance charges               2,970.32       2,788.10
 
 Depreciation                               3,324.82       2,480.30
 
 Profit before tax                         14,340.25      14,525.18
 
 Provision for tax
 
 Current Tax                                2,860.00       2,488.00
 
 Deferred tax                                 829.83       3,755.92
 
 MAT credit entitlement                      (788.49)     (2,452.72)
 
 Profit after tax                          11,438.91      10,733.98
 
 Add: Surplus brought forward              20,817.10      12,032.92
 
 Surplus available for appropriation       32,256.01      22,766.90
 
 Appropriations
 
 Transfer to General Reserve                1,500.00       1,500.00
 
 Transfer to Debenture Redemption Reserve     500.00              –
 
 Proposed Dividend                            385.73         385.73
 
 Corporate Dividend Tax                        62.58          64.07
 
 Balance carried to balance sheet          29,807.70      20,817.10
 
 Dividend
 
 Your Directors recommend payment of dividend of Re 0.10 per share on
 38,57,32,570 Equity Shares of Re 1/- each for the financial year
 2010-11, subject to approval of members at the ensuing annual general
 meeting. The total payout on account of dividend (including dividend
 tax) will be Rs. 448.31 Lac. The dividend as proposed is in accordance
 with the Company''s policy to pay sustainable dividends linked to the
 Company''s long term performance, keeping in view the capital needs for
 the future growth plans and intent to achieve optimal financing of
 plans through internal accruals.
 
 Financial Performance
 
 Total income of the Company for the year 2010-11 increased by 47% to Rs
 79,871.06 lacs from Rs 54,286.55 lacs during the previous year. The
 Company earned a net profit of Rs 11,438.91 lacs , as against a net
 profit of Rs 10,733.98 lacs in the previous year registering a growth
 of 6.57 % over the last year.
 
 Windmills
 
 During the year 2010-11, the performance of windmills at Dhule in
 Maharashtra remained satisfactory generating wind energy to the tune of
 32,01,432 kwh units as compared to 38,51,040 kwh units of wind energy
 generated during the previous year.  The revenue generated amounted to
 Rs. 129.60 Lac as compared to Rs. 150.52 Lac during the previous year.
 
 Subsidiary / Joint Venture Himadri Global Investment Ltd (WOS) Himadri
 Global Investment Ltd is the Company''s wholly-owned subsidiary. The
 financial statements of the subsidiary Company, as required under
 Section 212 of the Companies Act, 1956, are attached herewith forming a
 part of this report. The Company has reported a net loss of H K $
 19,83,213 for the year ended 31 March 2011.
 
 Shandong Dawn Himadri Chemical Industry Company Limited (SDHCICL)
 
 In the previous year the Company started the process of setting up
 green field projects in China through its wholly owned subsidiary
 Company i.e.  Himadri Global Investment Limited (HGIL) for distillation
 of coal tar in Longkou, Shandong Province, China. SDHCICL is a joint
 venture Company with 94% share holding by HGIL.
 
 As of 31 March 2011, HGIL injected capital to the tune of HK$ 540.27
 lacs (US$ 69.47 lacs) into its subsidiary SDHCICL taking HGIL''s
 ownership to 94%. According to the Certificate of Approval for
 establishment of the Subsidiary, HGIL has injected a total of RMB 470
 lacs into the subsidiary. The Company during the year under review,
 remitted Rs. 3476.59 lacs to its wholly owned subsidiary Company
 Himadri Global Investment Limited.  The plant is expected to be
 operational in 2011-12.
 
 Consolidated financial statement
 
 In accordance with Accounting Standards AS-21, AS-23 and AS- 27 issued
 by the Institute of Chartered Accountants of India (ICAI) and in
 compliance with Listing Agreement with stock exchanges, the Company
 prepared consolidated financial statements. The Audited Consolidated
 Financial Statements along with the Auditor''s Report thereon form part
 of the Annual Report.
 
 Pursuant to the Circular No. 2/ 2011 issued by Ministry of Corporate
 Affairs'' general exemption has been granted to the companies from
 attaching annual accounts of the subsidiary companies'' therefore, the
 Board of Directors in its'' meeting held on 23rd May 2011 has given its''
 consent for not attaching the Balance Sheets of its'' subsidiary
 companies.
 
 Expansions
 
 Your Company has undertaken massive expansion plans and proposes to
 increase its production capacities of coal tar pitch, carbon black,
 power plant and SNF.
 
 Coal Tar Pitch
 
 The Company with a view to cater to demand of its coal tar pitch has
 proposed to expand its capacity to manufacture coal tar pitch
 
 Carbon Black
 
 After successful completion of the carbon black project in the
 financial year 2009-10, the Company embarked upon doubling the capacity
 to manufacture carbon black at Mahistikry, Hooghly, West Bengal
 
 Power Plant
 
 The Company is setting up a new 8 MW power plant to utilise waste heat
 gas generated during the process of manufacture of carbon black.
 
 SNF
 
 The Company has a manufacturing unit at Vapi in Gujarat to manufacture
 Sulfonated Naphthalene Formaldehyde ( SNF).  During the financial year
 under review, the capacity at Vapi plant was hiked by 125% and
 concurrently, an effort was made to expand the SNF capacity by 278% by
 setting up a green field plant at Mahistikry, Hooghly, West Bengal.
 This incremental capacity will be commissioned during 2011-12. The cost
 of these expansions will be partly financed by equity, term loans and
 partly through internal accruals.
 
 Finance
 
 Foreign Currency Loan (ECB)
 
 During the year 2010-11, the Company has been sanctioned foreign
 currency loan (ECB) of US$ 9.43 million from ICICI Bank Limited, US$ 15
 Million from The Hongkong & Shanghai Banking Corporation Ltd. and US$
 34 million from DEG to partly finance its, ongoing projects
 
 Working Capital
 
 The Company continued to enjoy the working capital facilities under
 multiple banking arrangements from State Bank of India, ICICI Bank, The
 Hong Kong and Shanghai Banking Corporation Limited, DBS Bank Limited,
 Citibank N.A., Central Bank, Axis Bank Limited and Yes Bank Limited.
 The Company has been regular in servicing these debts.
 
 Issue of Non-Convertible Debentures
 
 During the year 2010-11, the Company has issued secured, redeemable,
 non-convertible debentures on private placement basis to ICICI Bank
 Limited and LIC of India aggregating to Rs.  200 crores to partly
 finance its ongoing projects. The Company has been regular in servicing
 these debentures. These debentures are listed at Bombay Stock Exchange
 and the Company has remitted the listing fee to the Exchange on
 schedule.
 
 Credit Rating by CARE
 
 The Company continued to enjoy favourbale credit ratings from the
 Credit Analysis & Research Ltd (CARE) which has assigned the Company a
 CARE AA- rating for its, Long Term bank facilities and Non Convertible
 Debentures and PR1  rating for its, short term bank facilities.
 
 Capital expenditure
 
 During the year 2010-11, the Company incurred a capital expenditure of
 Rs. 264.96 crores.
 
 Directors
 
 In accordance with the provisions of the Companies Act, 1956 Mr. Bankey
 Lal Choudhary and Mr. Sakti Kumar Banerjee, Directors of your Company''
 retire by rotation and being eligible, offer themselves for
 reappointment at the ensuing Annual General Meeting.  Particulars of
 the Directors seeking reappointment are given in annexure to the
 notice.
 
 The terms of appointment of Mr. B.L. Choudhary as Managing Director
 have expired on 31 March 2011. The Board has re- appointed him as
 Managing Director for a further period of two years with effect from 1
 April 2011. The approval of members in the ensuing Annual General
 Meeting would be sought for his reappointment.
 
 Recognitions
 
 The Company''s Mahistikry Unit has been recognised by the Government of
 India, Ministry of Science and Technology, Department of Scientific and
 Industrial Research, vide their Letter No: F. No. TU/ IV- RD/ 3148 /
 2010 dated March, 29, 2011 as In-House R & D Centre up to 31.03.2013.
 
 Directors'' Responsibility Statement
 
 As required under Section 217(2AA) of the Companies Act, 1956 your
 Directors confirm that:
 
 1.  In the preparation of the annual accounts, the applicable
 accounting standards have been followed along with proper explanations
 relating to material departures if any;
 
 2.  the Directors have selected such accounting policies and applied
 them consistently and made judgments and estimates that were 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 financial year and of the profit of
 the Company for that period;
 
 3.  the Directors 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 Company''s
 assets and for preventing and detecting fraud and other irregularities;
 
 4.  the Directors have prepared the annual accounts on a going concern
 basis.
 
 Conservation of energy, technology absorption and foreign exchange
 earning and outgo Information on conservation of energy, technology
 absorption, foreign exchange earnings and outgo as required to be given
 pursuant to 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, is given in Annexure A to the Directors''
 Report.
 
 Particulars of employees as per Section 217 of the Companies Act, 1956
 
 Information in accordance with the provisions of section 217 (2A) of
 the Companies Act, 1956, read with the Companies (Particulars of
 Employees) Rules, 1975 (as amended vide GSR 289 (E) dated 31.03.2011)
 are not applicable, as none of the employees'' either employed
 throughout the financial year or part of the financial year, was in
 receipt of remuneration in excess of the limit prescribed under these
 amended rules.
 
 Corporate Governance
 
 Your Company has been proactive in adopting objectives of good
 corporate governance for building investors'' confidence and enhancing
 their long term wealth. A separate report on Corporate Governance
 together with a certificate from the auditors of the Company regarding
 compliance of conditions of corporate Governance as stipulated under
 clause 49 of the Listing Agreement with Stock Exchange (s) is given in
 Annexure hereto forming part of this Report.
 
 Management discussion and analysis
 
 A separate report on Management Discussion and Analysis'' as required
 under the Listing Agreements with the stock exchanges is annexed hereto
 forming part of this report.
 
 Public deposit
 
 During the year under review, your Company has not accepted any
 deposits from the public within the meaning of Section 58A and 58AA of
 the Companies Act, 1956 and as on 31 March 2011 the Company has no
 unclaimed deposits or interest thereon due to any depositor.
 
 Auditors
 
 The Company''s Auditors M/s. S. Jaykishan, Chartered Accountants''
 Kolkata, hold office until conclusion of the ensuing Annual General
 Meeting. The Company has received a written certificate from the
 Auditors to the effect that their re- appointment, if made, would be
 within the prescribed limit under Section 224(1B) of the Companies Act,
 1956 and they are not otherwise disqualified within the meaning of
 sub-section (3) of Section 226 of the Companies Act, 1956 for such
 appointment. M/s S. Jaykishan, Chartered Accountants and the Auditors
 of the Company retiring at the ensuing Annual General Meeting are
 eligible for re-appointment.
 
 With reference to the observation made by the Auditors regarding fixed
 assets records'' we are to state that the Company maintains proper
 records of the fixed assets, whereas the details of certain fixed
 assets are under compilation.
 
 The efforts are being made to complete these records at the earliest
 Listing on stock exchanges
 
 The Company''s equity shares continued to be listed on the Bombay Stock
 Exchange Limited (BSE), and National Stock Exchange of India Limited
 (NSE). The Company has been regular in payment of listing fees to these
 exchanges. During the year the shares of the Company got de-listed
 voluntarily from the Calcutta Stock Exchange Limited (CSE).
 
 Dematerialisation of shares
 
 There were 37,59,45,489 equity shares of the Company held by the
 shareholders in dematerialised form as on 31 March 2011, representing
 97.463% of the total paid-up capital of the Company. The Company''s
 equity shares are compulsorily required to be traded in dematerialised
 form; therefore, members are advised to expedite the process of
 converting the physical shareholding into dematerialised form through
 their D/P(s).
 
 Stock Split
 
 Pursuant to stock split approved by the shareholders at the last annual
 general meeting held on 28 September 2010, each equity shares of face
 value of Rs. 10/- has been sub-divided into ten equity shares of Rupee
 1/- each. The Record Date was fixed on 9th November 2010. Shareholders
 are requested to surrender the old share certificates to the Registrar
 and Share Transfer Agent for cancellation and issue of new
 certificates. The Company has been allotted the following new ISIN by
 the Depositories:
 
 NSDL - INE 019C01026 CDSL - INE 019C01026
 
 Industrial Relations
 
 The industrial relations across all the works / units of the Company
 continued to be cordial & harmonious during the year under review. The
 enthusiasm and unstinting efforts of employees have enabled the Company
 to be at leadership position in the industry. The management, with a
 view to build a strong and efficient human capital in the Company,
 endeavors to provide excellent work environment and full motivation to
 every employee.
 
 Acknowledgement
 
 Your Directors acknowledge with deep sense of appreciation for the
 co-operation and support received from its customers, suppliers,
 financial institutions, bankers, various regulatory authorities, State
 Government and Central Government.
 
 Your Directors also wish to convey their gratitude to the foreign
 investors and shareholders for their confidence reposed by them in the
 Company. We also wish to place on record our appreciation for the
 untiring efforts and contributions made by the employees at all levels
 to ensure that the Company continues to grow and excel.
 
                                     For and on behalf of the Board
 
                                  Sd/-                  Sd/-
 
 Place: Kolkata               B.L. Choudhary        S.S. Choudhary
 
 Date: 29th July, 2011      Managing Director     Executive Director