Dear Shareholders,
 
 The Board of Directors hereby presents the 52nd Annual Report, along
 with the audited annual standalone and consolidated accounts of your
 company for the year ended 31st March, 2011.
 
 The year under review saw the economy recovering and with
 macro-economic factors remaining largely supportive, your Company
 strived to perform towards achieving a sustainable high-growth path. In
 terms of asset sweating, efficiencies and higher sales of value-added
 products, the year had been remarkable.  However, steep cost inflation,
 especially towards the end of the year and volume loss in some of the
 Company''s facilities, due to breakdowns, etc affected profit
 performance to some extent.
 
 1.  Financial Performance summary
 
 The financial performance of the company for the year ended March 31,
 2011 is summarized below:
 
                                                        (Rs. Crore)
 
                              Standalone           Consolidated
 
 Particulars                 FY11        FY10        FY11        FY10
 
 Net Sales and Other 
 Operating Revenues      23,859.2    19,522.1    72,077.9    60,707.9
 
 Profit before Interest, 
 Depreciation and Tax     3,502.2     3,209.8     8,432.5    10,068.5
 
 Interest                   220.0       278.0     1,839.3     1,104.1
 
 Profit before Tax        2,594.7     2,264.6     3,843.2     6,180.8
 
 Tax Expenses               457.8       348.9       963.8     1,828.9
 
 Profit before Minority 
 Interest and share in
 Associates               2,136.9     1,915.6     2,879.4     4,351.9
 
 Minority Interest              -           -       365.9       423.7
 
 Share in (Profit)/ 
 Loss of Associates             -           -        57.1         2.7
 
 Net Profit               2,136.9     1,915.6     2,456.4     3,925.5
 
 Balance brought forward 
 from Previous year         300.0       300.0      (377.1)   (2,319.1)
 
 Adjustment on Amalgamation, 
 Acquisition and
 change in holding interest     -           -           -       (62.1)
 
 Transfer from Debenture 
 Redemption Reserve             -        87.5           -        87.5
 
 BALANCE AVAILABLE FOR
 
 APPROPRIATIONS           2,436.9     2,303.1     2,079.3     1,631.8
 
 APPROPRIATIONS
 
 Special Reserve                                      0.5         0.5
 
 Proposed Dividend on 
 Equity Shares              287.2       258.3       287.7       259.9
 
 Tax on Proposed 
 Dividend                    46.6        42.9        46.8        43.5
 
 Transfer to 
 General Reserve          1,753.2     1,701.9     1,752.8     1,705.0
 
 Balance Carried to 
 Balance Sheet              350.0       300.0        (8.5)     (377.1)
 
 Total                    2,436.9     2,303.1     2,079.3     1,631.8
 
 2.  Financial Performance
 
 Standalone Results
 
 Revenues for the year crossed USD 5 Bn Mark
 
 For the year ended March 31, 2011, net sales at Rs. 23,859 crore grew
 by 22%. Highest ever copper volumes, better product and geographic mix,
 by-product credit and higher realisation led by higher commodity prices
 enabled the company clock an impressive growth.
 
 Input cost pressures, lower TcRc and one- timers associated with the
 Hirakud power outage have been some of the constraints faced in
 attaining even higher levels of performance.
 
 Other Income at Rs. 317 crore was higher on account of better yields
 and higher treasury corpus, post the return of capital by Novelis.
 Interest was lower due to lower working capital borrowing coupled with
 lower international interest rates.
 
 EBITDA for FY11 stood at Rs. 3,502 crore as against Rs. 3,210 crore in
 FY10, inclusive of a gain of over Rs. 349 crore, arising on account of
 AS-30 transition. FY11 EBITDA was constrained by the one-timers
 mentioned above.
 
 Consolidated Results
 
 Hindalco''s consolidated revenue at Rs. 72,078 crore has been the
 highest ever, a growth of 19% year-on-year. Strong volumes, improved
 mix and higher commodity prices have been the growth drivers.
 
 Profit before depreciation, interest and taxes stood at Rs. 8,433 crore
 as against Rs. 10,069 crore in FY10, which is inclusive of Rs. 2,736
 crore (USD 578 million) of unrealized gains on derivatives in FY10, as
 against unrealised loss of Rs. 291 crore (USD 64 million) in FY11. The
 underlying performance of the current year sets a new record,
 reflecting the inherent strength of the Company''s low cost business
 model, operational excellence, superior product mix and a balanced and
 de-risked portfolio.
 
 Adjusted consolidated EBITDA rose by 25% (31% in Dollar terms) compared
 to FY10:
 
 Rs. Crore                               FY11           FY10
 
 EBITDA                                 8,433         10,069
 
 Less:
 
 Unrealised Gain/(Loss)
 on Derivatives-Novelis                  (291)         2,736
 
 Transitional
 adjustment on
 adoption of AS-30-India                                 349
 
 Adjusted EBITDA                        8,724          6,983
 
 Interest expenses increased from Rs.1,104 crore to Rs. 1,839 crore
 mainly due to one- time debt issuance cost related to the refinancing
 of USD 4.8 bn at Novelis in Dec- 10 and consequent higher interest in
 Q4. The debt issuance cost was expensed in the year of occurrence in
 Indian GAAP, unlike in US GAAP, where it is amortised over the life of
 the debt.
 
 3.  Dividend
 
 The Board of Directors of Hindalco has recommended a dividend of Rs.
 1.50 per share i.e. 150% aggregating to Rs. 287.17 crore. Together with
 corporate dividend tax of Rs. 46.59 crore, the total payout works out
 to Rs. 333.76 crore.
 
 4.  Consolidated Financial Statements
 
 The audited standalone and Consolidated financial statements of your
 company, which form part of the annual report, have been prepared
 pursuant to Clause 41 of the Listing Agreement entered into with the
 Stock exchanges, in accordance with provisions of the Companies Act,
 1956, the Accounting Standards AS-21 on Consolidated Financial
 Statements read with Accounting Standard 23 on Accounting for
 investments in Associates and AS-27 on Financial Reporting of Interest
 in Joint Ventures.
 
 Idea Cellular Limited (Idea), an associate of the Company, has not been
 able to adopt its accounts for the year ended 31st March, 2011 due to
 certain exceptional circumstances. As such, share of profit or loss in
 Idea for the year ended 31st March, 2011 has not been incorporated in
 the consolidated accounts of the Company. Share of profit of Idea
 accounted for in consolidated accounts of the Company for the year
 ended 31st March, 2010 was Rs. 66 crore.  Accordingly, the numbers for
 the current year are not comparable with those of the previous year.
 
 5.  Utilisation of Share issue proceeds
 
 213,147,391 equity shares of Rs. 1/- each at a premium of Rs. 129.90
 were issued through Qualified Institutions Placement on 1st December,
 2009. Entire amount has been spent for various ongoing projects and
 issue related expenses within 31st March, 2011.
 
 6.  Goodwill Impairment Reversal and Business Reconstruction Reserve
 
 The Company had recorded goodwill on acquisition of Novelis in 2007-08.
 Due to the deterioration in the global economic environment and the
 resultant significant decrease in both the market capitalization of the
 Company and the valuation of the Novelis'' publicly traded 7.25% Senior
 Notes during the 2008-09, an impairment loss of goodwill of Rs. 3,597
 crore was ascertained in 2008-09.  This amount was adjusted against
 Business Reconstruction Reserve (BRR) account created as per a Scheme
 approved by the Hon''ble Bombay High Court (the Court).
 
 During the year ended March 31, 2011, the Company performed an analysis
 to determine whether the specific external event of exceptional nature
 is not expected to recur and whether the factors of exceptional nature
 no longer exist. Such global economic crisis was exceptional in nature
 which triggered impairment loss of goodwill. Consequent to the global
 crisis, major economies across the globe made radical changes in their
 regulatory environments as also introduced legislation, policy
 initiatives and risk management procedures to prevent recurrence of
 such events in the future. As such, the specific external event of
 exceptional nature is not expected to recur.
 
 During 2010-11, Novelis staged a record performance in terms of
 revenues, profitability, free cash flow and liquidity and is now poised
 for transformational growth.  Its credit metrics improved significantly
 enabling it to arrange for a debt refinancing to the tune of .8
 billion out of which a return of capital of .7 billion has been made
 leading to recapitalization of the company.
 
 Consequent to above, the impairment loss of goodwill of Rs. 3,597.30
 crore has been reversed in 2010-11. Since the impairment loss had been
 adjusted against BRR in 2008-09 as per the Court approved Scheme, the
 reversal of impairment loss of goodwill has also been adjusted against
 BRR in 2010-11.  Impact of this on Profit and Loss account for the year
 2010-11 has been mentioned in table below:
 
                   Standalone-Higher/
                         (Lower) by           Consolidated-Higher/
                                                     (Lower)by
 
               2010-11 2009-10 2008-09     2010-11    2009-10    2008-09
 
 Net Profit 
 (Rs. Crore)        -       -  (66.98)    3,439.29    (304.39) (4,616.87)
 
 Basic EPS (Rs.)    -       -   (0.44)       17.97      (1.72)    (30.67)
 
 Diluted EPS (Rs.)  -       -   (0.44)       17.96      (1.72)    (30.67)
 
 Pursuant to a court approved scheme of financial restructuring under
 sections 391 to 394 of the Companies Act 1956 (the Scheme), Rs.
 8,647.37 crore was transferred during 2008-09 to Business
 Reconstruction Reserve (BRR) from Securities Premium Account for
 adjustment of certain specified expenses. Accordingly, the following
 amounts have been adjusted against the BRR:
 
                                                       (Rs. Crore)
 
                          Standalone                 Consolidated
 
                   2010-11  2009-10  2008-09  2010-11  2009-10  2008-09
 
 Opening Balance  8,580.39 8,580.39        - 3,726.11 4,030.50        -
 
 Add: Transfer 
 from Securities
 Premium Accounts 
 per the Scheme          -        - 8,647.37        -        - 8,647.37
 
 Less: 
 Adjustments made:
 
 (a) Impairment 
 loss/(reversal of       -        -        - (3,597.30)      - 3,597.30
 impairment
 loss) of goodwill
 arising on 
 consolidation of 
 Novelis Inc. while 
 preparing 
 consolidated
 accounts of 
 the group.
 
 (b) Impairment of 
 fixed assets            -        -    66.80        -        -   111.30
 
 (c)   Interest and 
 Finance Charges         -        -        -   158.01   304.39   544.47
 on loan taken by 
 A V Minerals
 (Netherlands) B.V., 
 a subsidiary
 of the Company, 
 for acquition
 of Novelis Inc. 
 by the Company.
 
 (d) Costs in 
 connection with
 exiting business        -        -        -        -        -   363.62
 
 (e) Certain costs 
 in connection
 with the Scheme 
 Closing Balance         -        -     0.18        -        -     0.18
 
                  8,580.39 8,580.39 8,580.39 7,165.40 3,726.11 4,030.50
 
 7.  Management Discussion and Analysis Report
 
 The Management & Discussion Analysis Report forming part of Directors''
 Report for the year under review, as stipulated under clause 49 of the
 Listing Agreement with the Stock Exchange(s), forms part of Annual
 Report. The report provides strategic direction and a more detailed
 analysis on the performance of individual businesses and their outlook.
 
 8.  Finance
 
 Your company took several proactive financing measures to ensure smooth
 progress on these projects.
 
 Utkal and Mahan Financing
 
 The three projects, viz. Utkal Alumina [UAIL], Mahan Aluminium and
 Aditya Aluminium, with a capital outlay of USD 5 billion are at an
 advanced stage of execution. The equity for these projects has been
 financed by internal accruals and QIP issuance of USD 600 million in
 Nov ''09.
 
 During the year your company has achieved the financial closure of UAIL
 and Mahan Aluminium through debt financing for Rs. 4,906 and Rs 7,875
 Crore respectively.
 
 Novelis Refinancing:
 
 Novelis Inc., the Company''s wholly-owned subsidiary and a global leader
 in aluminium rolled products and beverage can recycling, has completed
 refinancing transactions to recapitalize its Balance Sheet. The
 refinancing consisted of the sale of .1 billion of 8.375% Senior
 Notes due 2017, .4 billion of 8.75% Senior Notes due 2020
 (collectively, the New Senior Notes) and a new .5 billion secured
 term loan credit facility.
 
 The proceeds were used to refinance Novelis'' prior secured term loan
 credit facility, to fund its previously announced cash tender offers
 for any and all of its .124 billion 7.25% Senior Notes due 2015 (the
 7.25% Notes) and its 5.0 million 11.50% Senior Notes due 2015 (the
 11.50% Notes) and to pay premiums, fees and expenses associated with
 the refinancing. In addition, a portion of the proceeds were used to
 fund a distribution of .7 billion as a return of capital to Novelis''
 parent company, AV Metals, Inc. Canada, which in turn repatriated the
 same as return of capital to its parent, AV Minerals (Netherlands)
 B.V., a fully owned subsidiary of Hindalco.  Novelis also replaced its
 existing 0 million asset based loan (ABL) credit facility with a
 new 0 million ABL facility.  The new ABL terms and conditions are
 similar to the existing facility.
 
 The new capital structure has strategic implications for Hindalco and
 Novelis. Novelis'' ability to optimize its balance sheet is a testament
 to the management actions taken over the past two years to strengthen
 its core business and financial position. The refinancing provides
 Hindalco and Novelis with increased flexibility to address growth
 opportunities in order to further strengthen their global footprint.
 
 AV Minerals (Netherlands) B.V. has used this amount for repayment of
 its outstanding debt and to return 0 million to Hindalco by way of
 reduction of the nominal value of its shares in the current quarter. On
 January 24, 2011, AV Minerals (Netherlands) B.V., a wholly- owned
 subsidiary of the Company, has reduced its nominal value of shares from
 Euro 1,000 per share to Euro 778.20 per share and has returned the
 excess paid up capital after paying up dues on partly paid-up shares.
 The extent of ownership interest of the Company in AV Minerals has not
 been affected by the reduction in the paid up capital.
 
 The net excess paid up capital amounting to Rs. 2,962.72 crore
 (equivalent to Euro 477.58 million) was returned to the Company on
 January 25, 2011.
 
 9.  Expansion Projects
 
 Hindalco - India
 
 Brownfield Expansion Projects
 
 Hirakud Smelter Expansion: The Smelter expansion at Hirakud from 155
 KTPA to 161 KTPA was completed in Q4 FY11. A further expansion from 161
 KTPA to 213 KTPA, along with a 100 MW Captive Power Plant [CPP] will be
 completed in early 2012.
 
 The next phase of expansion of the Smelter from the proposed 213 KTPA
 to 360 KTPA, with a corresponding increase in CPP capacity from 467.5
 MW to 967.5 MW is under evaluation. The environmental clearance for
 this is already in place.
 
 Hirakud Flat Rolled Products [FRP] Project:
 
 This project is underway for the transfer of all key equipment for FRP
 production from Novelis plant at Rogerstone, UK to Hirakud.  In
 addition, orders have also been placed for related and balancing
 equipment. This will enable the Company to produce a wide range of
 superior engineering products, including can-body stock, for the local
 and export markets. The project is slated for completion towards
 end-2011. Around 2,000 people are working at the site on civil and
 structural jobs.
 
 Belgaum Special Alumina: The Specials Plant expansion from 189 KTPA to
 301 KTPA, with a coal based co-generation power plant.  Natural gas
 adaptation for its rotary kilns is being evaluated.
 
 The Company has embarked on an aspirational growth path towards which,
 three new Aluminium Smelters and two new Alumina Refineries are being
 set up in the states of Odisha, Madhya Pradesh and Jharkhand. With
 these projects on stream, aluminium smelting capacity will touch around
 1.7 mio-tonne and alumina refining capacity around 6 mio-tonne.
 
 Of these greenfield projects, three projects, viz. Utkal Alumina
 [UAIL], Mahan Aluminium and Aditya Aluminium, with a capital outlay of
 USD 5 billion are at an advanced stage of execution. The equity for
 these projects has been financed by internal accruals and QIP issuance
 of USD 600 million in Nov ''09. The Company has achieved the financial
 closure of UAIL and Mahan Aluminium through debt financing. The process
 of financial closure for the debt component of Aditya Smelter will be
 launched soon.
 
 These greenfield projects are located at remote places, without
 adequate infrastructure and in an uncertain regulatory environment. The
 Company is in the process of building necessary infrastructure to
 support the execution of the project, followed by transition to regular
 commercial operations.
 
 While the critical long lead equipment for UAIL, Mahan and Aditya
 Smelters have been tied up and committed, severe inflationary pressure
 is being witnessed, triggered by increase in the commodity and fuel
 prices, for the ongoing civil and other related activities.
 
 An overview of the Greenfield Projects is as indicated below:
 
 Project     Description     Location    Commissio
                                             -ning   Financing
 
 Utkal 
 Alumina     1.5 mio-tonne 
             Alumina         Rayagada         2012   Financial Closure
 [UAIL]      Refinery with 
             integrated      Odisha                  Completed with
             Bauxite Mines*                          financing of
                                                     Rs. 4,906 crore
 
 Mahan 
 Aluminium   359 KTPA 
             Aluminium       Mahan, MP    End 2011   Financial Closure
             Smelter & 
             900 MW                                  Completed with
             CPP **                                  debt financing of
                                                     Rs. 7,875 crore
 
 Aditya 
 Aluminium   359 KTPA 
             Aluminium       Lapanga,   Early 2013   Equity part already
             Smelter & 
             900 MW          Odisha                  tied up, debt
             CPP***                                  financing to be
                                                     launched shortly
 
 Aditya 
 Alumina     Alumina 
             Refinery with   Koraput,         2014
             integrated 
             Bauxite Mines   Odisha
 
 Jharkhand
 Aluminium   Aluminium 
             Smelter         Sonahatu,        2015
                            Jharkhand
 
 * MoEF approval for 3 mio-tonne/annum
 
 ** MoEF approval for 325 KTPA and 750 MW CPP
 
 *** MoEF approval for 260 KTPA and 600 MW CPP
 
   Process or seeking approvals is in progress
 
 Utkal Alumina International Ltd (UAIL):
 
 The construction of the alumina refinery, along with a 90 MW captive
 co-generation plant is in progress at UAIL, a 100% subsidiary of the
 Company. The output from UAIL would be sufficient to feed alumina to
 the Mahan and the Aditya Smelters. Contractors have mobilised more than
 9,000 people at the site.  The erection of major equipment like
 boilers, evaporators and turbines has begun.
 
 The project performance review of some of the contracts indicates
 slippage in performance of certain contractors, mainly in the area of
 civil work. In order to avoid further slippage, some of the
 non-performing contractors have been suitably replaced with new
 contractors, who have better performance track record.
 
 This has resulted in an additional estimated cost of Rs. 600 crore, as
 fresh contracts are at the current market price, with built-in bonuses
 referenced to the project milestone.
 
 Some of the delayed contracts have a cascading impact on the timely
 execution of other contracts and have the potential to increase both
 time and cost of the overall project. Internal accruals and free
 cashflows are adequate to meet the probable overruns, which are being
 estimated.
 
 Despite these overruns, the project capital cost continues to be
 favourably benchmarked with the capital cost of other comparable global
 projects.
 
 The operating cost of this project will continue to be in the lowest
 cost quartile of the global cost of production and will continue to be
 value accretive.
 
 Mahan Aluminium Project: This 359 KTPA Aluminium Smelter, along with
 900 MW CPP, is coming up in Bargwan, Madhya Pradesh.
 
 Contractors have mobilised about 16,000 people at the site. Engineering
 for the project is complete and major equipment for both the Smelter
 and the CPP have started arriving at the site. Civil foundation,
 fabrication and erection of structures have progressed substantially at
 both the Smelter and the CPP.
 
 As indicated earlier, severe inflationary pressure is being witnessed,
 triggered by increases in commodity and fuel prices for the civil and
 other related activities of the project.
 
 The project cost and timelines of these contracts are being reviewed.
 
 The coal requirement for the CPP will be primarily met from Mahan Coal
 Block, being developed by Mahan Coal Limited (MCL), a joint venture
 between the Company and Essar Power Limited.
 
 As communicated earlier, Mahan Coal Block was included under the
 category of ''No Go'' area. An Empowered Group of Ministers has been set
 up to resolve all environment and forest issues for coal mines under
 No Go areas, meetings for which were held in February and April 2011,
 with the next meeting expected shortly. The Company continues to be
 optimistic of a favourable outcome in the matter.
 
 The Company is in the process of finalising the arrangements for mining
 to fast-track the development of the mines, once the final forest
 clearance is received. As an interim measure, the Company has applied
 to the Ministry of Coal for temporary supply of coal (tapering linkage)
 to the Mahan CPP, until the Company''s own mines commence operating at
 full capacity.
 
 Expansion Projects
 
 Novelis - South America
 
 Pinda is the largest aluminium rolling and recycling facility in South
 America in terms of shipments and the only facility in South America
 capable of producing can-body and end-stock. Pinda recycles primarily
 used aluminium beverage cans and is engaged in tolling recycled metal
 for its customers. In response to the growing demand for the company''s
 products in South America, a plan to invest nearly USD 300 million to
 expand the aluminium rolling operations in Pinda was announced earlier.
 This expansion will increase the plant''s capacity by more than 50% to
 approximately 600 Kt of aluminium sheet per year. The project is
 expected to come on stream by late 2012.
 
 Novelis - Asia
 
 In May 2011, Novelis announced plans to invest approximately USD 400
 million to
 
 expand the aluminium rolling and recycling operations in South Korea,
 in response to the growing demand in Asia and the Middle East. The
 rolling expansion, which will include investments in both hot rolling
 and cold rolling operations, will increase aluminium sheet capacity in
 Asia to 1,000 Kt annually. As a response to the projected market growth
 in the region, this move is designed to rapidly bring to market,
 high-quality aluminium rolling capacity, aligned with the projected
 needs of a growing customer base. The new capacity is expected to be
 commissioned in financial year 2013. The expansion will increase
 Novelis'' aluminium sheet capacity in Asia by more than 50% and will
 also include the construction of a state-of-the-art recycling centre
 for used aluminium beverage cans and a casting operation.
 
 10. Subsidiaries/ Joint Venture
 
 Indal Exports Limited was dissolved on March 4, 2011. A V Aluminium in
 Canada was merged with Novelis Inc.
 
 Novelis Inc. (Wholly Owned Subsidiary of Hindalco)
 
 Novelis is poised for Rapid Transformational Growth. It has posted a
 net income of USD 116 million under US GAAP. The adjusted EBITDA at a
 record level of USD 1.1 billion was up by 42%. Novelis reported a solid
 Free Cash Flow of USD 310 million.
 
 The record results at Novelis reflect a number of ongoing initiatives
 to strengthen the business and prepare it for transformational growth.
 The global realignment of the organization towards operating as a fully
 integrated global company, optimizing the Company''s footprint and
 reducing its cost base by closing underperforming and non- core plants
 and by investing in recycling initiatives fuelled its growth. The focus
 is on premium products, which now comprise over 70 percent of Novelis''
 product portfolio.
 
 Other strategic initiatives like the expansion of the Company''s Pinda
 mill in Brazil and global debottlenecking projects designed to increase
 capacity have been growth enablers as well.
 
 Furthermore, refinancing and recapitalizing the business has positioned
 the Company to significantly invest over the next few years to capture
 strong market growth in its key product segments globally.
 
 Novelis has operated its assets at or near capacity for the entire
 year. The Company intends to use its strong operating cash flow to fund
 .5 billion in capital expenditure over the next three years. The
 previously announced rolling mill expansion in Brazil and the recently
 announced expansion in Korea as well as strategic automotive expansion
 in North America are key focus areas in the near term to capitalize on
 future growth and solidify its position as the leading player in the
 global FRP industry.
 
 Shipments of aluminium rolled products totalled 2,969 Kt for FY11, an
 increase of 10 percent compared to shipments of 2,708 Kt in the
 previous year. This increase in shipments for the year was driven by
 strong end-market conditions across all product segments globally,
 particularly in can, automotive and electronics. Net sales for FY11
 were .6 billion, an increase of 22 percent compared to the .7
 billion reported for FY10.
 
 Over the next year, Novelis expects continued strong demand in its key
 product segments.  As a result, capital expenditure for FY12 is
 projected to be between 0 and 0 million. Much of this capital is
 earmarked for strategic investments, which include Brazilian and Asian
 rolling mill expansions, strategic automotive capacity increase in
 North America and recycling initiatives across operating regions. The
 Company plans to primarily use its strong operating cash flow to fund
 this capital expenditure.
 
 Aditya Birla Minerals Ltd [51% subsidiary of Hindalco]
 
 Nifty mines recorded the highest copper production and also highest ore
 mine processed to date. Production of copper was at an all time high at
 59.6 Kt despite lower copper grade. Mount Gordon has received the
 requisite approval for mining. Net profit for the year is AUD 57
 Million against AUD 61 Million in FY10.
 
 The Ministry of Corporate Affairs, Government of India vide its
 Circular No. 5/ 12/2007-CL-III dated 8th February, 2011 has granted
 general exemption under Section 212(8) of the Companies Act, 1956, from
 attaching the balance sheet, profit and loss account and other
 documents of the subsidiary Companies to the balance sheet of the
 Company provided certain conditions are fulfilled. The Company has
 satisfied the conditions stipulated in the Circular and hence is
 entitled to the exemption. However, annual accounts of the subsidiary
 companies and the related detailed information will be made available
 to the holding and subsidiary companies investor''s seeking such
 information at any point of time. The annual accounts of the subsidiary
 companies are available for inspection by any shareholder''s at the
 Registered office of the Company. The annual accounts of the subsidiary
 company is also available for inspection at their respective registered
 office.
 
 Further, in line with the Listing Agreement and in accordance with the
 Accounting Standard 21 (AS-21), Consolidated Financial Statements
 prepared by the Company include financial information of its
 subsidiaries.
 
 11. Employee Stock Option Scheme
 
 The shareholders of the Company has approved an Employee Stock Option
 Scheme (ESOS 2006), formulated by the Company, under which the
 Company may issue 3,475,000 options to its permanent employees in the
 management cadre, in one or more tranches, whether working in India or
 out of India, including the Whole Time Directors of the Company. The
 shareholders have also approved giving discount up to 30% of the
 average price of the equity shares of the Company in the immediate
 preceding seven day period on the stock exchange. The ESOS 2006 is
 administered by the Compensation Committee of the Board of Directors of
 the Company (the Committee).  Each option when exercised would be
 converted into one fully paid-up equity share of Re. 1/- each of the
 Company. The options will vest in 4 equal annual instalments after one
 year of the grant. The maximum period of exercise is 5 years from the
 date of vesting. Further, forfeited/ lapsed options are available to
 the Committee for grant.
 
 During the year, under ESOS 2006, 572,160 options have been granted as
 Tranche III to its eligible employees as on 3rd September, 2010.
 However, under the ESOS 2006, so far the Committee has granted
 3,545,550 options to its eligible employees in three tranches out of
 which 701,274 options were forfeited/ lapsed and are available to the
 Committee for grant as per term of the Scheme.
 
 The compensation cost of stock options granted to employees have been
 accounted by the Company using the intrinsic value method. Accordingly,
 employee cost includes Rs. 1.34 crore (Previous year Rs. 1.00 crore)
 being the amortization of intrinsic value for the year ending 31st
 March, 2011.
 
 Disclosure pursuant to the provisions of the Securities and Exchange
 Board of India (Employee Stock Option Scheme) Guidelines, 1999 is given
 in Annexure – A.
 
 12. Particulars as per Section 217 of the Companies Act, 1956
 
 The information relating to the conservation of Energy, Technology
 Absorption and Foreign Exchange Earnings and Outgo required under
 section 217(1)(e) of The Companies Act, 1956, is set out in a separate
 statement attached to this report (Annexure B).
 
 In accordance with the provisions of Sections 217(2A), read with the
 Companies (Particulars of Employees) Rules, 1975, the names and other
 particulars of employees are to be set out in the directors'' report, as
 an addendum thereto. However, as per the provisions of section
 219(1)(b)(iv) of the Companies Act, 1956, the report and accounts, as
 therein set out, are being sent to all members of the company excluding
 the aforesaid information about employees. Any member, who is
 interested in obtaining such particulars about employees, may write to
 the Company Secretary at the Registered Office of the company.
 
 13. Fixed Deposits
 
 The Company has not accepted any public deposits and, as such, no
 amount on account of principal or interest on public deposits was
 outstanding as on the date of the Balance Sheet.
 
 14. Directors
 
 In accordance with Article 146 of the Articles of Association of the
 Company, Mr. M.M.  Bhagat , Mr. C.M. Maniar and Mr. S.S.Kothari retire
 from office by rotation, and being eligible, offer themselves for
 reappointment.
 
 During the year Mr. Ram Charan was appointed as an Additional Director
 of the Company w.e.f 12th February, 2011 pursuant to Section 260 of the
 Companies Act, 1956.
 
 15. Corporate Governance
 
 Your Directors reaffirm their commitment to the corporate governance
 standards as prescribed by The Securities and Exchange Board of India
 (SEBI). A separate section on Corporate Governance together with a
 certificate from the Auditors of the Company regarding full compliance
 of conditions of Corporate Governance as stipulated under clause 49 of
 the Listing Agreement with the Stock Exchange(s) forms part of Annual
 Report.
 
 16. Group Structure
 
 Pursuant to intimation from the promoters, the names of the promoters
 and entities comprising Group are disclosed in the Annual Report for
 the purposes of the SEBI (Substantial Acquistions of Shares and
 Takeovers) Regulations, 1997.
 
 17.  Directors'' Responsibility Statement
 
 Your Directors affirm that the audited accounts containing financial
 statements for the financial year 2010-11 are in full conformity with
 the requirements of the Companies Act, 1956. They believe that the
 financial statements reflect fairly, the form and substance of
 transactions carried out during the year and reasonably present the
 Company''s financial condition and results of operations. These
 statements were audited by the statutory auditors of the Company, M/s.
 Singhi & Co., Chartered Accountants.
 
 Your Directors further confirm that:
 
 1) In the presentation of the Annual Accounts, applicable Accounting
 Standards have been followed.
 
 2) That the accounting policies are consistently applied and
 reasonable, prudent judgment and estimates are made so as to give a
 true and fair view of the state of affairs of the Company at the end of
 the Financial Year.
 
 3) The Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Act for safeguarding the assets of the Company and
 for preventing and detecting fraud and other irregularities.
 
 4) The Directors have prepared the Annual Accounts on a going-concern
 basis.
 
 Your Company''s internal Auditors have conducted periodic audits to
 provide reasonable assurance that established policies and procedures
 have been followed.
 
 18. Awards & Recognitions
 
 Several accolades have been conferred upon your Company, in recognition
 of its contribution in diverse fields. A selective list:
 
 - Renukoot Unit received the NIPM Gold Award for Best HR Practices
 for the year 2010 by National Institute of Personal Management (NIPM).
 
 - Renukoot Unit awarded the Greentech Gold Safety Award 2010 for
 Occupational Health and Safety Management in the Mining & Metals
 sector, by the Greentech Foundation, New Delhi.
 
 - Renukoot Unit received the Greentech Environment Excellence Gold
 Award-2010 in the Metals sector for its efforts towards Environment
 Management by Greentech Foundation, New Delhi.
 
 - Renukoot Unit recognised with the Golden Peacock Award for Corporate
 Social Responsibility for the year 2010.
 
 - Renukoot Unit was presented the Greentech HR Excellence Silver Award
 for 2010 for excellence in Training.
 
 - Renukoot Unit selected for Best Exporter Award for 2010 by the
 Container Corporation of India for contributing to India''s economic
 progress through significant volume of exports.
 
 - Renukoot Unit earned the National Energy Conservation Award (Second
 Prize) 2010, in the Metals Sector, presented by the Ministry of Energy,
 Government of India.
 
 - Renukoot Unit received the Silver Certificate of Indian
 Manufacturing Excellence Award – 2010 by the Economic Times and Frost
 & Sullivan
 
 - Birla Copper received the Greentech Environment Excellence Gold
 Award-2010 in the Mining & Metals sector for its efforts towards
 Environment Management by Greentech Foundation, New Delhi.
 
 - Birla Copper was awarded the Greentech Silver Safety Award 2010 for
 Occupational Health and Safety Management in the Mining & Metals sector
 by the Greentech Foundation, New Delhi.
 
 - Renusagar Power Division received the Greentech Safety Gold Award
 2011 in Power Sector for outstanding achievement in Safety Management
 by Greentech Foundation, New Delhi.
 
 - Renusagar Power Division received the Greentech Gold Award 2010 in
 Thermal Power Sector for outstanding achievement in Environment
 Management by Greentech Foundation, New Delhi.
 
 - Renusagar Power Division received the Commendation for Safety
 Innovation Award 2010 by the Institution of Engineers (India).
 
 - Renusagar Power Division received the Special Commendation for the
 Golden Peacock Environment Management Award 2010 by the Institute of
 Directors, New Delhi.
 
 - Hirakud Power Plant awarded Third Prize in the State level CII Orissa
 Award for Best Practices in Environment, Safety & Health – 2010
 
 - Hirakud Power was awarded the Greentech Environment Excellent Gold
 Award - 2010 in the thermal power sector category.
 
 - Hirakud Smelter earned a Certificate of Appreciation for commendable
 efforts towards Energy Conservation, presented by CII, Kolkata.
 
 - Muri Alumina Plant was selected for the National Award for Excellence
 in Water Management 2010 - Beyond the Fence category, for the
 indigenous work being done by the unit, outside the fence as a
 Corporate Citizen and fulfilling its Corporate responsibilities.
 
 - Taloja Rolling Plant received an award- cum-recognition from TATA
 TOYO Radiators Limited for helping them in their Import Substitution
 (High Impact Localisation- around 32 crore is their purchase per year)
 of one of their key supplies.
 
 Quality Circle Awards
 
 - Gold Awards to four Hindalco Renukoot Quality Circle Teams, Kushal,
 Vaibhav, Pragati, Nirantar, at the International Quality Circle
 Competition (IQCC 2010) held at Hyderabad
 
 - Silver & Bronze Awards to Hindalco Hirakud Power Quality Circle
 Teams, Aryan & Power respectively at the International Convention on
 Quality Concept Circle (ICQCC-2010) held at Hyderabad.
 
 - Quality Circle teams from Renukoot, Hirakud and Birla Copper Dahej
 Units excelled at the National QC Convention (NCQC 2010) winning Par
 Excellence, Excellence, Distinguished and Runners Up Awards.
 
 Individual
 
 - Mr. D. Bhattacharya, Managing Director, Hindalco selected for the
 prestigious Qimpro Gold Standard Business Award for 2010, given to a
 leader who has successfully implemented world-class quality practices
 in an organisation / institution.
 
 - Global Corporate Excellence Award presented to Mr D. Bhattacharya,
 Managing Director, Hindalco for his exceptional efforts towards growth
 and promotion of non-ferrous metals industry in India. Presented by
 Corporate Monitor in association with the Department of Metallurgical
 Engineering and IT, Banaras Hindu University, Varanasi.
 
 - Vishwakarma Rashtriya Puruskar awarded to four Renukoot Workers –
 Messrs A K Jha, D.S. Bist, Ravindra Kumar, and P.S.  Rana, presented by
 the Ministry of Labour & Employment, Government of India.
 
 - Prime Minister''s Shram Awards 2010 to five Renukoot Workers : Mr
 Bhanwar Singh awarded Shram Bhusan Award and Messrs Mahendra Nath
 Gupta, Prem Narain awarded the Shram Veer Award while Messrs Hari Kant
 Gupta, Lallan Prasad received the Shram Shree Award, presented by the
 Ministry of Labour & Employment, Government of India.
 
 - Prime Minister''s Shram Award 2010 to Mr. Jayanti Patel from the
 Phosphoric Acid plant of Birla Copper Dahej unit, who earned the Shram
 Veer Award presented by the Labour Department, State Government of
 Gujarat.
 
 19. Environment Protection and Pollution Control
 
 Your Company is committed to sustainable development. Your Company is a
 signatory to the Global Compact and subscribes to the principle of
 triple-bottom line accountability.
 
 A separate chapter in this report deals at length with your Company''s
 initiatives and commitment to environment conservation.
 
 20. Auditors
 
 The observations made in the Auditors'' Report are self-explanatory and
 do not call for any further comments under Section 217 (3) of the
 Companies Act, 1956.
 
 M/s. Singhi & Company, Chartered Accountants and Auditors of the
 Company, retire, and being eligible, offer themselves for appointment.
 
 In pursuance to Section 233-B of the Companies Act, 1956 your Directors
 have appointed M/S Nanabhoy & Co. to conduct the cost audit of
 Aluminium Business, Fertiliser Business, Captive Power Plant at
 Renusagar and Co-Generation Plant at Dahej and Renukoot and M/S Mani &
 Co. to conduct the cost audit of Aluminium Business at Alupuram,
 Belgaum, Muri, Taloja, Belur, Hirakud, Mouda, Kollur and Captive Power
 Plant at Hirakud and Muri for the year 2011- 2012 subject to the
 approval of Central Government.
 
 21. Appreciation
 
 Your Directors place on record their sincere appreciation for the
 assistance and guidance provided by the Honorable Ministers,
 Secretaries and other officials of the Ministry of Mines, Ministry of
 Coal, the Ministry of Chemicals and Fertilizers and various State
 Governments. Your Directors thank the Financial Institutions and Banks
 associated with your Company for their support as well.
 
 Your Directors place on record their deep appreciation for the
 exemplary contribution made by employees at all levels. Their dedicated
 efforts and enthusiasm have been pivotal to your Company''s growth.
 
 Your involvement as Shareholders is greatly valued. Your Directors look
 forward to your continuing support.
 
                                    For and on behalf of the Board
 
 Mumbai                                                   Chairman
 
 Dated the 30th Day of May,2011