The Directors have pleasure in presenting their Sixtysixth Annual
 Report together with audited accounts for the year ended 31st March
 2012.
 
                                                      Rs. in Crores 
                                                    For the year ended
                                                    31st March
                                                       2012      2011
 
 FINANCIAL RESULTS
 
 Profit before Interest & Depreciation               922.64    473.30
 
 Less: Interest & Other charges                      286.73    141.72
 
 Less: Depreciation / Amortization                   251.29    244.03
 
 Less: Forex Fluctuation Loss / (Gain)                 3.64     (2.32)
 
 Profit Before Tax                                   380.98     89.87
 
 Deferred Tax                                         50.24      5.00
 
 Provision for Taxation (net)                         37.77     16.77
 
 Profit after Tax for the year                       292.97     68.10
 
 Add : Balance brought forward from last year        954.48    986.11
 
 Less : Proposed dividend on Equity Capital 
 (including Dividend Distribution Tax)                71.40     53.73
 
 Less: Transfer to General Reserve                    40.00     10.00
 
 Less: Transfer to Contingency Reserve                    -     36.00
 
 Less: Transfer to Debenture Redemption Reserve       47.58         -
 
 Balance carried forward                            1088.47    954.48
 
 DIVIDEND
 
 The Board of Directors has recommended a dividend of Rs.2/- on
 30,71,76,747 equity shares of Rs.10/- each for the year ended 31st
 March, 2012 and proportionate dividend on shares having calls in
 arrears, as compared to Rs.1.50 per equity share for the year ended
 31st March, 2011.
 
 SHARE CAPITAL
 
 The Company issued during the year 1,500 equity shares at a price of
 Rs.50/- per share (including premium of Rs.40/- per share) on exercise
 of options in terms of India Cements Employees Stock Option Scheme,
 2006 (ESOS, 2006). Further, the Company has adjusted a dividend of
 Rs.1,055 towards calls in arrears. Consequently, the paidup equity
 share capital of the Company has increased to Rs.307,17,67,470 as on
 31st March, 2012 comprising 30,71,76,747 equity shares of Rs.10/- each
 and 1,910 equity shares on which a sum of Rs.13,360 has been paidup.
 The balance amount of Rs.5,740 represents calls in arrears.
 
 EMPLOYEES STOCK OPTION SCHEME
 
 Details of options granted / exercised and other disclosures as
 required under Clause 12 of the Securities and Exchange Board of India
 (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
 Guidelines, 1999 are set out in the Annexure ''G'' to this Report.
 
 No options have been granted under India Cements Employees Stock Option
 Scheme, 2007.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Your Directors make the following statement in terms of Section 217
 (2AA) of the Companies Act, 1956.
 
 We confirm
 
 1.  That in the preparation of the accounts for the year ended 31st
 March, 2012, the applicable accounting standards have been followed.
 
 2.  That such Accounting Policies have been selected and applied
 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 as at 31st March, 2012 and of the profit of the Company for
 the year ended on that date.
 
 3.  That proper and sufficient care has been taken 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.
 
 4.  That the annual accounts for the year ended 31st March, 2012 have
 been prepared on a going concern basis.
 
 MANAGEMENT DISCUSSION AND ANALYSIS
 
 Pursuant to Clause 49 of the Listing Agreement, a Management Discussion
 and Analysis Report is given as addition to this report.  CORPORATE
 GOVERNANCE
 
 Pursuant to Clause 49 of the listing agreement with Stock Exchanges, a
 report on Corporate Governance along with Auditors'' Certificate of its
 compliance is included as part of the Annual Report and is given in
 Annexure ''C'' and Annexure ''D'' respectively. Further, a declaration on
 Code of Conduct signed by the Vice Chairman & Managing Director in his
 capacity as the Chief Executive Officer of the Company is given as
 Annexure ''E''.
 
 CORPORATE SOCIAL RESPONSIBILITY (CSR)
 
 A report on CSR activities is given in Annexure ''F''.
 
 OPERATIONS COMPANY PERFORMANCE
 
 The details relating to the performance of the Company have been
 outlined in the Management Discussion and Analysis Section. As
 mentioned therein while there was a marginal growth of 6.6% for cement
 demand on an all India basis, the Southern region registered
 practically nil growth during the year and had a negative growth of 3%
 upto December 2011. With substantial increase in capacity in the
 region, the overall capacity utilization was lesser than that of all
 India at 63% only in the South. Given the back drop of the tight market
 conditions, the cement production of the Company was lower than that of
 previous year.
 
 The overall clinker production was at 71.95 lakh tons (76.34 lakh tons)
 while the grinding was at 94.63 lakh tons (99.80 lakh tons). The sale
 of cement was at 94.51 lakh tons as opposed to 99.32 lakh tons with a
 clinker sale of 0.76 lakh tons as compared to 0.32 lakh tons in the
 previous year.
 
 With better selling prices prevailing, the total sales and other income
 for the year was higher at Rs.4222.69 crores registering a growth of
 19% over that of previous year. The cost of production was higher on
 account of the increase in the prices of materials, fuel, power,
 transport charges and consequently the EBIDTA was at Rs.922.64 crores
 as compared to Rs.473.30 crores in the previous year. Interest charges
 were higher at Rs.286.73 crores as compared to Rs.141.72 crores in the
 previous year due to loans taken for redemption of FCCB and higher
 utilization of cash credit. The depreciation / amortization charges
 were marginally higher at Rs.251.29 crores as compared to Rs.244.03
 crores due to higher capitalization. The foreign currency translation
 difference resulted in an expenditure of Rs.3.64 crores as compared to
 a gain of Rs.2.32 crores in the previous year. The provision for
 current tax was at Rs.37.77 crores (Rs.16.77 crores) while the deferred
 tax provision as per AS 22 was at Rs.50.24 crores as compared to Rs.5
 crores in the previous year. The resultant profit after tax was at
 Rs.292.97 crores as compared to Rs.68.10 crores in the previous year.
 
 The performance could have been better but for the bout of cost
 increases as detailed below:
 
 a.  Increase in wages due to All India Wage Settlement which along with
 the cost of living index by 356 points and this together with the
 increased provision for unavailed leave as per Accounting Standard 15.
 
 b.  Increase in the price of diesel during the year which impacted the
 inward and outward freight cost and raw material prices.
 
 c.  Increase in the price of coal by Singareni Colleries Ltd. from
 April 2011.
 
 d.  Fuller impact of increase in price of fly-ash by the state owned
 thermal plants in Tamil Nadu and Andhra Pradesh.
 
 e.  Fuller impact of power tariff increases by the State Electricity
 Boards in the previous year.
 
 f.  Depreciation of rupee against dollar impacting the coal price.
 
 The improvement in selling price together with cost reduction
 initiatives taken in improving the operating parameters and improvement
 in blending ratio have more than offset the above cost increases.
 
 The Company''s Sankari cement factory was granted Licence for Quality
 Management Systems in accordance with IS/ISO 9001:2008 by the Bureau of
 Indian Standards, Chennai and that the said Licence would be valid from
 28th November, 2011 to 27th November, 2014.
 
 FOUNDER''S CENTENARY
 
 The Birth Centenary of Sri T.S.Narayanaswami, one of the Founders of
 the Company, was celebrated on Friday, the 11th November, 2011 and in
 commemoration of the Centenary, Dr.B.S.Adityan, Director, unveiled the
 Portrait of Sri T.S.Narayanaswami at the Corporate Office and released
 a Special Issue of the Company''s In-house Magazine ''Compass''. A sum of
 Rs.30 lakhs was donated on the occasion to Jeevan Blood Bank and
 Research Centre for stem cell banking.
 
 SUBSIDIARIES
 
 Pursuant to General Circular No.2/2011 No.51/12/2007-CL-III dated
 08.02.2011 issued by the Ministry of Corporate Affairs, Government of
 India, the Company has passed a resolution for sending the Balance
 Sheet without attaching a copy of the Balance Sheet, Profit and Loss
 Account, Report of the Board of Directors and the Report of the
 Auditors of the Subsidiary Companies namely Industrial Chemicals and
 Monomers Limited, ICL Financial Services Limited, ICL Securities
 Limited, ICL International Limited, Trishul Concrete Products Limited,
 Trinetra Cement Limited, Coromandel Electric Company Limited, PT.
 Coromandel Minerals Resources, Indonesia and Coromandel Minerals Pte.
 Limited, Singapore.  However, pursuant to Accounting Standard 21 issued
 by the Institute of Chartered Accountants of India, Consolidated
 Financial Statements presented by the Company include the financials of
 the subsidiaries. The Company will make available these
 documents/details upon request by any member of the Company and its
 subsidiaries interested in obtaining the same. The annual accounts of
 the Subsidiary Companies will also be kept for inspection by any member
 at the Registered / Corporate Offices of the Company and its Subsidiary
 Companies.
 
 TRINETRA CEMENT LIMITED
 
 The Company''s 1.5 million tonne per annum cement plant which commenced
 its operations in January 2011 stabilised in stages and has crossed one
 million tonne mark in its first full year of operation. The captive
 power plant of the Company of 20 MW has since been commissioned towards
 end of the last quarter of the financial year. By creating necessary
 infrastructure through completion of the enhanced capacity of stacker
 and reclaimer and installation of the fly-ash handling system at
 Wankbhori Thermal Power Plant in Gujarat during the year the unit could
 achieve gradual increase in the capacity utilization.
 
 TRISHUL CONCRETE PRODUCTS LIMITED
 
 A Scheme of Amalgamation of Jubilee Cements Limited (JCL) with Trishul
 Concrete Products Limited (TCPL) was sanctioned by Hon''ble High Court
 of Judicature at Madras on 15.02.2012. The said Scheme became effective
 on 19.03.2012 on filing of the Court Order with Registrar of Companies,
 Chennai, Tamil Nadu. Consequent to the said Scheme Of Amalgamation, the
 shareholders of erstwhile JCL were allotted 5 equity shares of Rs.10/-
 each of TCPL for every equity share of Rs.10/- each of erstwhile JCL.
 
 COROMANDEL ELECTRIC COMPANY LIMITED
 
 Coromandel Electric Company Limited became a subsidiary during the
 year.
 
 With continued availability of adequate natural gas, the plant was able
 to generate (net) 198 Million kwh (205 Million kwh) which was wheeled
 and used by the cement plants of your Company in Tamil Nadu. The
 generation could have been better but for the stoppage of the engines
 for upgradation of instrumentation/process control systems for nearly
 20 days. The total revenue earned by the unit was at Rs.71.08 crores
 (Rs.64.44 crores) while the net profit after tax was at Rs.12.48 crores
 as compared to Rs.10.87 crores in the previous year. The Company
 maintained its dividend pattern of 9% on equity shares besides
 declaring dividend at the respective coupon rates for the
 participating/ non-participating preference share capital. During the
 year, the Company has redeemed the first / second annual instalments of
 redeemable cumulative participating/non-participating preference shares
 on the due dates.
 
 PT. COROMANDEL MINERALS RESOURCES, INDONESIA AND COROMANDEL MINERALS
 PTE. LIMITED, SINGAPORE
 
 The companies are in an advanced stage of commencing the mining in the
 coal concession acquired by the companies. The necessary infrastructure
 works - laying of roads and construction of bridges for facilitating
 the mining and transportation of coal are likely to be completed in the
 next two months. The mining contractor has already been appointed, who
 will commence the development of mines immediately after completion of
 the infrastructure work.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 As prescribed by Accounting Standard 21 issued by the Institute of
 Chartered Accountants of India, the audited consolidated financial
 statements of India Cements Group are annexed.
 
 ASSOCIATE COMPANIES COROMANDEL SUGARS LIMITED
 
 Coromandel Sugars Limited has achieved a record crushing of 8.01 lakh
 mts of sugarcane (7.84 lakh mts) during the year under review. Improved
 cane price paid to growers in the earlier season has increased area
 under sugarcane plantation. Consequent to higher cane availability
 during the season, the crushing is continued beyond financial year and
 it is expected till end May 2012. With expanded plant capacity of 4000
 tonnes crushing per day (tcd) in place, higher sugarcane availability
 with reasonable sugar recovery was ensured and the Company was able to
 maintain the better performance than achieved during the earlier years.
 
 Though the Company could achieve higher crushing vis-a-vis last year,
 it could produce marginally lesser volume of 78693 tonnes of sugar, as
 against 79757 tonnes in the earlier year, consequent to lower sugar
 recovery of 9.82% (10.17%). Further, the Company could export power to
 the grid of 294 lakh kwhs during the year compared to 297 lakh kwhs.
 
 Sales and Other income have grown by 10% to Rs.228 crores mainly on
 account of increase in volume of free sale sugar of 72552 tonnes as
 compared to 64268 tonnes in the previous year and also on account of
 marginal increase in average free sale price realization.
 
 Based on unaudited financials, the Profit before Interest and
 Depreciation was Rs.37.53 crores (Rs.35.85 crores) and Net Profit
 during the year was Rs.19.16 crores (Rs.23.03 crores). The net profit
 during the year was lesser due to the higher provision of interest of
 Rs.11.87 crores as against Rs.6.55 crores in the previous year.
 
 INDIA CEMENTS CAPITAL LIMITED (ICCL)
 
 The main focus of the Company continues to be on various fee-based
 activities such as, Full Fledged Money Changing [FFMC], Travel & Tours
 and Forex Advisory Services. The wholly owned subsidiary viz. India
 Cements Investment Services Limited (ICISL) is in Stock Broking.  The
 FFMC division operates out of 20 branches and Travels division operates
 at Chennai as an IATA accredited branch. The subsidiary ICISL has 22
 branches. The Gross Income from operations of ICCL was Rs.416.11 lakhs
 and that of ICISL was Rs.176.66 lakhs for the year ended 31st March,
 2012.
 
 EXPANSION / MODERNISATION
 
 The upgraded new capacities at Chilamakur and Malkapur stabilized
 during the year and have come upto their targeted levels of outputs.
 The 48 MW power plant at Sankarnagar was commissioned in January 2012
 and after stabilization the commercial production started from the end
 of March 2012.
 
 PUBLIC DEPOSITS
 
 The total amount of fixed deposits including cumulative deposits, which
 had not become due but outstanding as at 31st March, 2012 stood at
 Rs.1346.02 Lakhs. Deposits totalling Rs.26.67 Lakhs that matured for
 repayment were neither claimed by the Depositors nor instructions for
 renewal were received by the Company. Reminders were issued to the
 depositholders and since the close of the financial year ended 31st
 March, 2012, deposits aggregating to Rs.5.32 Lakhs out of the above
 have either been claimed and paid or have been renewed or transferred
 to Investor Education and Protection Fund.
 
 CONSERVATION OF ENERGY ETC.
 
 The prescribed details as required under Section 217(1)(e) of the
 Companies Act, 1956 are set out in the Annexure ''A''.
 
 RESEARCH & DEVELOPMENT
 
 During the year, your Company spent Rs.66.38 Lakhs towards revenue
 expenditure of the R&D department besides contributing a sum of
 Rs.70.97 Lakhs to National Council for Cement and Building Materials
 (NCCBM), which carries out research on behalf of the Industry.
 
 PERSONNEL
 
 Industrial relations continued to remain cordial during the year.
 
 DIRECTORS
 
 Housing and Urban Development Corporation Limited (HUDCO) vide its
 letter No.Co.Sec./Nominee Director/2011 dated 07.12.2011 withdrew the
 nomination of Sri K.Subramanian on the Board of our Company. The Board
 expresses its appreciation of the valuable contribution made by Sri
 K.Subramanian during the tenure of his Directorship.
 
 Under Article 109 of the Articles of Association of the Company, Sri
 N.Srinivasan (F&R), Sri V.Manickam and Sri A.Sankarakrishnan retire by
 rotation at the ensuing Annual General Meeting of the Company and are
 eligible for reappointment.
 
 The Board has reappointed Sri N.Srinivasan as Managing Director for a
 period of 5 years from 15th September, 2012 and resolutions for
 approval of his reappointment and terms of reappointment have been
 included in the notice convening the Sixtysixth Annual General Meeting
 of the Company.
 
 Brief particulars of Directors eligible for reappointment in terms of
 Clause 49 of the Listing Agreement are annexed to the Notice dated 25th
 April, 2012 convening the 66th Annual General Meeting.
 
 AUDITORS
 
 Messrs Brahmayya & Co. and P.S.Subramania Iyer & Co., Chennai, the
 Auditors of the Company, retire at the ensuing Annual General Meeting
 and are eligible for reappointment.
 
 COST AUDITOR
 
 Sri S.A.Murali Prasad, Cost Accountant, Chennai, has been appointed as
 Cost Auditor for the year 2012-13 subject to approval by the Government
 of India.
 
 INTERNAL AUDITORS
 
 Messrs Capri, Gopalaiyer & Subramanian, Kalyanasundaram & Associates
 and Bala & Co., Chennai, have been appointed as Internal Auditors for
 the year 2012-13.
 
 ACKNOWLEDGEMENT
 
 The Directors are thankful to the Financial Institutions and the
 Bankers for their continued support. The Directors also thank the
 Central Government and the various State Governments for their support.
 The stockists continued their excellent performance during the year and
 the Directors are appreciative of this. The continued dedication and
 sense of commitment shown by the employees at all levels during the
 year deserve special mention.
 
                                   On behalf of the Board
 
                   N.Srinivasan                       Rupa Gurunath
 
                   Vice Chairman & Managing Director  Wholetime Director
 
 Place : Chennai                         N.Srinivasan
 
 Date :25th April, 2012                  Director