Dear Members,
 
 The Directors have pleasure in presenting their Sixtyfifth Annual
 Report together with audited accounts for the year ended 31st March
 2011.
 
                                                    Rs. in Crores 
                                      For the year ended 31st March
 
                                           2011             2010
 
 FINANCIAL RESULTS
 
 Profit before Interest & 
 Depreciation                             473.30           863.51
 
 Less: Interest & Other Charges           141.72           142.64
 
 Less: Depreciation                       244.03           233.12
 
 Less: Forex Fluctuation Loss/(Gain)      (2.32)          (43.57)
 
 Add: Transfer from Share Premium             -             13.28
 
 Less: Shares/Bond issue expenses             -             13.28
 
 Profit before Tax                        89.87            531.32
 
 Deferred Tax                              5.00             13.66
 
 Provision for Taxation (net)             16.77            163.32
 
 Profit after Tax                         68.10            354.34
 
 Add: Balance brought forward 
 from last year                          986.11            823.41
 
 Less: Dividend proposed on 
 Equity Capital (including Dividend
 Distribution Tax)                        53.73            71.64
 
 Less: Transfer to General Reserve        10.00            70.00
 
 Less: Transfer to Contingency Reserve    36.00            50.00
 
 Balance carried in Profit & Loss A/c    954.48           986.11
 
 
 
 DIVIDEND
 
 The Board of Directors has recommended a dividend of Rs.1.50 per equity
 share of Rs.10/- each on 30,71,74,910 equity shares of Rs.10/- each for
 the year ended 31st March, 2011 and proportionate dividend on shares
 having calls in arrears.
 
 SHARE CAPITAL
 
 The Company issued during the year 1500 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 received during the year calls in
 arrears of Rs. 4746. Consequently, the paidup equity share capital of
 the Company has increased to Rs.307,17,64,775 as on 31st March, 2011
 comprising 30,71,74,910 equity shares of Rs. 10/- each and 2247 equity
 shares on which a sum of Rs.15,675 has been paidup. The balance of
 Rs.6,795 represents calls in arrears.
 
 REDEMPTION OF FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBs)
 
 The Company redeemed fully all the outstanding Foreign Currency
 Convertible Bonds on the maturity date i.e., 12th May, 2011.
 
 EMPLOYEE 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 ‘F'' to this Report.
 
 Messrs. Brahmayya & Co., Statutory Auditors of the Company have
 certified that the aforesaid Scheme has been implemented in accordance
 with the Securities and Exchange Board of India (Employee Stock Option
 Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and the
 resolutions passed by the members approving the Scheme.
 
 No options have been granted under India Cements Employees Stock Option
 Scheme, 2007.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 The Directors make the following statement in terms of Section 217
 (2AA) of the Companies Act, 1956 with respect to Directors''
 responsibility.
 
 We confirm
 
 1.  That in the preparation of the accounts for the year ended 31st
 March, 2011, the applicable accounting standards have been followed.
 
 2.  That such Accounting Policies have been selected and applied
 consistently and made judgements 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, 2011 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, 2011 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''.
 
 OPERATIONS
 
 COMPANY PERFORMANCE
 
 The details relating to the Company''s performance have been set out in
 the Management Discussion and Analysis section. The year under review
 had the full benefit from the upgraded kiln at Vishnupuram Plant and
 the enhanced capacity of Malkapur Plant but given the tight market
 conditions the overall production was lower than that of previous year.
 The clinker production of your company stood at 76.34 Lakh Ts (86.82
 Lakh Ts) while the cement grinding was at 99.80 Lakh Ts (104.94 Lakh
 Ts). The sale of cement was at 99.32 Lakh Ts (105.01 Lakh Ts) while the
 clinker sale was lower at 0.32 Lakh Ts (4.63 Lakh Ts).
 
 The total sales and other income for the year under review was lower at
 Rs.4011.34 Crores against Rs.4221.69 Crores in the previous year
 registering a drop of 5% . As informed elsewhere the cement price
 declined substantially in the third quarter and has started recovering
 from the fourth quarter. In addition there was substantial increase in
 cost of production due to increase in the price of raw materials,
 power, fuel and other operating expenses and consequently the operating
 profit was lower at Rs.473.30 Crores as compared to Rs.863.51 Crores in
 the previous year. Interest charges were marginally lower at Rs.141.72
 Crores (Rs.142.64 Crores) while depreciation was at Rs.244.03 Crores as
 compared to Rs.233.12 Crores in the previous year. The resultant profit
 before tax and exceptional items was lower at Rs.87.55 Crores as
 against Rs.487.75 Crores recorded in the previous year. The foreign
 exchange translation difference as per AS 11 resulted in an exceptional
 income of Rs.2.32 Crores (Rs.43.57 Crores), the provision for current
 tax liability is at Rs.16.77 Crores against Rs.163.32 Crores in the
 previous year.  The deferred tax provision as per AS 22 resulted in a
 liability of Rs.5 Crores against Rs.13.66 Crores in the previous year
 and consequent profit after tax was at Rs.68.10 Crores against
 Rs.354.34 Crores in the previous year.
 
 Substantial impact was felt due to cost push on account of various
 factors as follows:- a) Increase in wages due to All India Wage
 settlement which together with the increase in cost of living index by
 446 points coupled with revision in the minimum wages payable to
 contract workmen and retirement benefits meant an additional outgo of
 Rs.13 Crores which was offset to a certain extent by the reduction in
 provision for unavailed leave as per Accounting Standard 15.
 
 b) Fuller impact of increase in royalty on limestone done in the
 previous year.
 
 c) Increase in the price of diesel during the year.
 
 d) Fuller impact of increase in Excise Duty on cement to 10% from 8% in
 March 2010.
 
 e) Increase in the price of fly-ash by the state owned thermal plants
 in Tamil Nadu in phases from Rs.60 per Tonne to Rs.350 per Tonne.
 
 f) Increase in the electricity tariff of Tamil Nadu and Andhra Pradesh
 Electricity Boards.
 
 g) Increase in the administered price of gas resulting in higher cost
 of generation.
 
 All these together with the fuller impact of such revisions in the
 previous year impacted the cost of production substantially which could
 not be passed on fully due to the tight market conditions.
 
 SETTING UP OF INFRASTRUCTURE DIVISION
 
 Considering the enormous scope for infrastructure development in the
 country, which incidentally will boost cement consumption, the company
 during the year initiated steps to set up a division for infrastructure
 activities. The Division is in the process of finalizing the main areas
 of focus and is likely to commence activities during the current year.
 
 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 Board of Directors 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 &
 Monomers Limited, ICL Financial Services Limited, ICL Securities
 Limited, ICL International Limited, Trishul Concrete Products Limited,
 Trinetra Cement 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 (FORMERLY INDO ZINC LIMITED)
 
 The company''s 1.5 million tonnes cement plant in Banswara District,
 Rajasthan has commenced the commercial production in end January 2011.
 
 The company is in an advanced stage of completing a 20 mw captive power
 plant, which is expected to be commissioned by September 2011. In
 addition to this, the company is also in the process of enhancing the
 capacity of Limestone Stacker Reclaimer and commissioning of Fly-ash
 Handling System at Wankbhori Thermal Power Station. These projects are
 expected to be completed during the next six months.
 
 COROMANDEL MINERALS PTE. LIMITED
 
 The Company has invested US$ 5 million for purchase of 70,11,500
 ordinary shares of Coromandel Minerals Pte.  Limited (CMPL), Singapore
 representing 99.99% of its share capital, making CMPL a subsidiary.
 This company has acquired a coal concession in Indonesia and is in an
 advanced stage of getting various approvals for commencing the mining.
 In the meanwhile, the company has initiated steps to create necessary
 infrastructure – laying of roads and construction of bridges for
 facilitating the mining and transportation of coal.
 
 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 Ltd., has achieved record crushing of 7.84 Lakh Ts
 (5.28 Lakh Ts) during the year under review.  The sugar recovery stood
 at 10.17% as was in previous year. It may be noted that higher cane
 availability during the season continued till April 2011 resulting in
 total crushing of 8.50 lakh tonnes for the season 2010-11. Improved
 cane price paid to growers in the earlier season has motivated the
 growers to up the area under sugarcane plantation by over 60%. With
 expanded plant capacity of 3500 tonnes crushing per day (tcd) in place,
 higher sugar cane availability with reasonable sugar recovery, the
 company was able to maintain the excellent performance achieved during
 the earlier years.
 
 The company has produced 79757 Tonnes of sugar (53634 Tonnes), molasses
 of 35226 tonnes (23983 mts) and exported power to the grid of 297 lakh
 kwh (200 lakh kwh). Sales turnover rose by 40% to Rs.215 crores (Rs.153
 crores). Sales volume increased by 41% for sugar, 70% for molasses and
 49% for Power. However, the free sale sugar price realization has
 dropped by 6% to Rs.2602 per quintal while in the case of molasses
 realization fell by 52% to Rs.2915 per Tn as compared to previous year.
 
 Based on unaudited financials, the Profit Before Interest and
 Depreciation has marginally dropped to Rs.36.25 cr (Rs.36.71 cr).
 Profit Before Tax for the year was lower at Rs.23.41 cr. (Rs.25.25
 cr.). Profit from the improved operational efficiency achieved during
 the year was partly offset by drop in sales price realization.
 
 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 27 branches and Travels division operates
 at Chennai as an IATA accredited branch. The subsidiary ICISL has 31
 branches. The Gross income from operations of ICCL was Rs.487.38 lakhs
 and that of ICISL was Rs.243.05 lakhs for the year ended 31st March,
 2011.
 
 COROMANDEL ELECTRIC COMPANY LIMITED (CECL)
 
 Due to additional availability of natural gas during the year, the
 Company was able to generate 205 Million units of power as compared to
 170 million units in the previous year, which was wheeled and used at
 the cement plants of your Company in TamilNadu. The total revenue
 earned by the Company during the year was Rs.64.42 Crores (Provisional)
 as against Rs.44.78 Crores in the previous year and net profit after
 tax was Rs.10.81 Crores (Provisional) against the previous year figure
 of Rs.8.42 Crores. 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 annual instalment of
 redeemable cumulative participating / non-participating preference
 shares on the due dates.
 
 CURRENT PERFORMANCE
 
 The cement market was sluggish during the month of April 2011
 registering a dip in the overall consumption for the country as a whole
 (as per information furnished by CMA). The market registered a negative
 growth of 1.8% for the month which was more pronounced in the markets
 of your company in South, which registered a dip of 8.8%. This with the
 huge capacity increase in the South necessitated a lower capacity
 utilization with the industry in the South registering a capacity
 utilization of 63% in the month of April 2011. Given such a backdrop,
 your company''s capacity utilization of 71% can be considered to be
 satisfactory. The overall clinker production was lower at 5.96 Lakh Ts
 (7.54 Lakh Ts) and the cement grinding was at 8.27 Lakh Ts (9.54 Lakh
 Ts). The operating parameters of power and fuel were kept under check
 despite the lower capacity utilization for the month under review.
 
 EXPANSION / MODERNISATION
 
 The upgradation of capacity at Chilamakur to 4500 Tonnes per day was
 completed during the month of June 2010 and after initial teething
 troubles the plant has been stabilizing at higher levels of production.
 
 PUBLIC DEPOSITS
 
 The total amount of fixed deposits including cumulative deposits, which
 had not become due but outstanding as at 31st March, 2011 stood at
 Rs.1,503.94 Lakhs. Deposits totalling Rs.49.12 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, 2011, deposits aggregating to Rs.9.43 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.50.32 Lakhs towards revenue
 expenditure of the R&D department besides contributing a sum of
 Rs.74.72 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
 
 Under Article 109 of the Articles of Association of the Company,
 Dr.B.S.Adityan, Mr.K.Subramanian and Mr.R.K.Das retire by rotation at
 the ensuing Annual General Meeting of the Company and are eligible for
 re-appointment.
 
 Brief particulars on Directors eligible for reappointment in terms of
 Clause 49 of Listing Agreement are annexed to the Notice dated 30th May
 2011 convening the 65th 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.
 
 With regard to the observation of the Auditors in Clause 4(f) of the
 Auditors'' Report dated 30th May, 2011 on payment and provision of
 managerial remuneration in excess of the prescribed limit, the Company
 is making an application to the Government of India for approval in
 terms of the provisions of the Companies Act, 1956.
 
 COST AUDITOR
 
 Mr.S.A.Murali Prasad, Cost Accountant, Chennai, has been appointed as
 Cost Auditor for the year 2011-12 subject to approval by the Government
 of India.
 
 INTERNAL AUDITORS
 
 Messrs. Capri, Gopalaiyer & Subramanian & Co., Kalyanasundaram
 Associates and Bala & Co., Chennai, have been appointed as Internal
 Auditors for the year 2011-12.
 
 CORPORATE SOCIAL RESPONSIBILITY
 
 The Company has continued, during the year, its active involvement for
 improvement of socio-economic conditions and bringing about development
 of infrastructure, human resources, environment, sports and cultural
 activities in its neighbourhood. In fact, the Company''s CSR activities
 encompass as on date 108 Villages in 14 Talukas of 13 Districts in the
 four States namely, Tamil Nadu, Andhra Pradesh, Rajasthan and
 Maharashtra, where our cement plants are situated and have benefited
 nearly one lakh people.
 
 There is all-round appreciation of Company''s CSR activities in the
 neighbourhood of its plants and the media. The already prevalent
 cordiality between the plants and the local communities has only
 increased. The rapport between the Governmental agencies and the plants
 has also improved as a result of conscious and demonstrable development
 of neighbourhood of Company''s plants.
 
 The Company has brought out a booklet ‘Enriching Lives – A Vision
 Beyond Cement'' which has been received very well by the public and the
 governmental agencies.
 
 The Company plans to increase its focus in future on education and
 community health related activities to make a discernible difference in
 the lives of people living in its neighbourhood.
 
 CHENNAI SUPER KINGS
 
 Chennai Super Kings, the cricket team of the Chennai cricket franchise
 owned by your company continues to add shareholder value with its
 outstandingly consistent performance. Besides winning the Champions
 League in 2010 whereby completing a Cup and League double, your team
 has been crowned champions for the second year in succession in the
 just concluded IPL 2011. It has also won the Fair Play Award for 2011 –
 third time in four years exemplifying the team''s underlying philosophy.
 The fact that the latest entrants to IPL 2011 have had to pay nearly
 Rs.1700 Crores for Franchise rights is an indication of what brand
 valuation your most successful franchise presently commands.
 
 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
 
                                     N.Srinivasan 
                                     Director
 
 Place : Chennai 
 
 Date : 30th May, 2011