To the Members,
 
 The Directors have pleasure in presenting the 37th Annual Report of
 the Company together with Audited Accounts for the year ended 31st
 March, 2011.
 
 The Financial results of the year under review are as given below:-
 
 FINANCIAL RESULTS
 
                                                  (Rs. / Crores)
 
                                             2010-11     2009-10
 
 Profit from Operations (EBITDA)              973.11      363.54
 
 Less / (Add) exceptional items                (6.12)     (46.49)
 
 Less: Interest                                27.13       28.09
 
 Profit Before Depreciation and Tax           952.10      381.94
 
 Less: Depreciation                            87.11       80.44
 
 Profit before Tax                            865.00      301.50
 
 Less: Income Tax for the year                260.44       64.02
 
 Deferred Tax                                  11.90       29.10
 
 Profit After Tax                             592.66      208.38
 
 Add: Balance brought forward                 333.60      202.07
 
 Less: Taxes for the earlier years               NIL         NIL
 
 Balance available for appropriation          926.26      410.45 
 
 APPROPRIATIONS
 
 Dividend on Equity Shares                     11.51       23.02
 
 Tax on Dividend                                1.87        3.82
 
 Transfer to General Reserve                  500.00       50.00
 
 Balance carried forward                      412.88      333.61
 
 PERFORMANCE HIGHLIGHTS
 
 - Gross Sales/Turnover increased to Rs. 2906.78 crores in the financial
 year 2010-11, up 70.76% from Rs. 1702.22 crores the year before.
 
 - Exports turnover increased to Rs. 744.33 crores for the year
 2010-2011 up 133.50% from Rs. 318.77 crores in the last year,
 
 - The operating profit before exceptional item of the company was Rs.
 973.11 crores as against Rs. 363.54 crores last year, giving a growth
 of 167.68%.
 
 DIVIDEND
 
 Your Directors have pleasure to recommend Dividend of 25% (Rs. 2.50 per
 share) on 4,60,42,276 Equity shares Capital of Rs.  10/- each.
 
 The total dividend would absorb a sum of Rs. 11.51 crore and tax
 thereon of Rs. 1.87 crore the dividend will be free of tax in the hands
 of recipients.
 
 MANAGEMENT DISCUSSION AND ANALYSIS
 
 The MD&A has been included in the annual report as a separate note.
 
 DIRECTORS
 
 - Mr. Jogesh Bansal, Mr. R.K. Pandey and Mr. V. K. Gupta, retire by
 rotation at the ensuing Annual General Meeting, and being eligible,
 offer themselves for re-appointment.
 
 Brief resumes of above directors, names of other company(ies) in which
 they hold directorship, membership of committees of the Board and their
 shareholdings are given in the Notice to the Shareholders.
 
 - Mr. A.C. Wadhawan, Director resigned w.e.f. 4th September, 2010 . The
 Board places on record its sincere appreciation of the valuable
 services rendered by Mr. A.C. Wadhawan during his tenure as Director of
 the Company.
 
 PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT,
 1956.
 
 There is no employee who has received the remuneration of Rs. 5,00,000
 per month or Rs. 60,00,000 per annum during the year under review.
 
 CORPORATE GOVERNANCE
 
 The Company has complied with the mandatory provisions of Corporate
 Governance as prescribed in the Listing Agreement with the Stock
 Exchanges. A separate report on Corporate Governance is included as a
 part of the Annual Report along with the Auditor''s Report on its
 compliance.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to the requirement under section 217 (2AA) of the Companies
 Act, 1956, with respect to Director''s Responsibility Statement, it is
 hereby confirmed;
 
 - That in preparation of the accounts for the financial year ended 31st
 March, 2011 the applicable accounting standards have been followed
 along with proper explanations relating to material departures;
 
 - That 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 the year under review;
 
 - That 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 assets of
 the company and for preventing and detecting fraud and other
 irregularities.
 
 - That the Directors have prepared the accounts for the financial year
 ended on 31st March, 2011 on a ''going concern'' basis.
 
 SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
 
 In accordance with the Accounting Standard AS – 21 on Consolidated
 Financial Statements read with Accounting Standard AS – 23 on
 accounting for investments in Associates, Your Directors have pleasure
 in attaching the Consolidated Financial Statements which form part of
 this Annual Report and Accounts.
 
 The statement pursuant to Section 212 of the Companies Act, 1956 read
 with general circular No. 51/12/2007-cl-III dated 8th February, 2011 of
 the Ministry of Corporate Affairs, containing the details of the
 Company''s subsidiaries is attached.
 
 In term of the said circular dated 8th February, 2011, copies of the
 Balance Sheet, profit & Loss Account, report of Board and the Auditors
 of all the subsidiary Companies have not been attached to Balance Sheet
 of the Company. However, the annual account of the subsidiary Companies
 and the related detailed information shall be made available to the
 shareholders of the Company and of the subsidiary Companies seeking
 such information at any point of time. The annual accounts of the
 subsidiary Companies are also available for inspection by any
 shareholders at the head office of the Company and that of the
 Subsidiary Companies concerned.
 
 STATUTORY AUDITORS
 
 M/s Kanodia Sanyal & Associates, Chartered Accountants retire and being
 eligible, offer themselves for re-appointment. The auditors have
 furnished certificate regarding their eligibility for re-appointment as
 Company''s Auditors, pursuant to Section 224 (1-B) of the Companies Act,
 1956.
 
 COST AUDITORS
 
 The Board has appointed M/s. R.J Goel & Company , Cost Accountants, New
 Delhi as Cost Auditors of the Company pursuant to section 233B of the
 Companies Act, 1956 for the financial year 2011-12.
 
 FIXED DEPOSITS
 
 The Company has not accepted any fixed deposits and the provisions of
 section 58-A of the Companies Act, 1956 are not applicable to the
 Company.
 
 BONUS SHARES
 
 During the year as per recommendation of the Board to issue bonus
 equity share in the ratio of 1 (one) equity share for every 1 (one)
 equity share held and approved by the shareholders, the allotment of
 bonus shares to equity share holders was completed on 26th October,
 2010.
 
 ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EARNING & OUTGO
 
 Information in accordance with the provisions of section 217 (1) (e) of
 the Companies Act, 1956 read with Companies (Disclosure of Particulars
 in the Report of Board of Directors) Rules, 1988 regarding conservation
 of Energy, technology absorption, foreign exchange earnings and outgo
 is given in the ''Annexure I'' forming part of this report.
 
 GROUP FOR INTERSE TRANSFER OF SHARES
 
 Details of persons constituting group as required under clause
 3(1)(e) of the Securities and Exchange Board of India (Substantial
 Acquisition of Shares and Takeover) Regulations, 1997 is given in
 ''Annexure II'' and forms part of this Annual Report.
 
 ACKNOWLEDGEMENT
 
 The Directors express their gratitude to financial institutions, Banks
 and various Government authorities for the co-operation extended to the
 Company. The Directors also take this opportunity to thanks the
 shareholders, customers, suppliers lenders and distributors for the
 confidence reposed by them in the Company. The employees of the Company
 contributed significantly in achieving the results. The Directors take
 this opportunity of thanking them and hope that they will maintain
 their commitment to excellence in the years to come.
 
                                 For and on behalf of the Board
 
                     (Rathi Binod Pal)            (Samir Banerjee)
 
                    Whole Time Director   Whole Time Director (Marketing)
 
 Place: New Delhi
 
 Dated: 8th August, 2011