Dear Shareholder,
 
 The Directors take pleasure in presenting their 28th Annual Report on
 the business and operations of the Company together with the Audited
 Accounts for the financial year ended 31st March, 2011.
 
 Financial Results
 
                                                 (Rupees in Million)
 
 Particulars                               Year ended        Year ended
 
                                       March 31, 2011    March 31, 2010
 
 Gross Sales, Service Income and 
 Other Income                                 19675.4           23403.1
 
 Profit before Depreciation, Interest 
 and Tax but after prior period items          1902.6            6260.4
 
 Depreciation / Amortization                   3855.8            4918.9
 
 Interest and Finance Charges                  2019.6            1868.3
 
 Profit before Exceptional Items and Tax      -3972.8            -526.8
 
 Exceptional Gain                               -34.3              88.2
 
 Profit Before Tax                            -4007.1            -438.6
 
 Tax Expenses                                     Nil             -76.5
 
 Profit after Tax                             -4007.1            -362.1
 
 Profit carried forward from Last year            Nil               Nil
 
 Profit available for appropriation           -4007.1            -362.1
 
 Appropriations:
 
 Dividend (Proposed)                              Nil             100.9
 
 Provision for Tax on Proposed Dividend           Nil              16.8
 
 Transfer to General Reserve Account          -4007.1            -479.8
 
 Operations
 
 Revenues for Financial Year 2011 stood at INR 19111.3 million with a
 profit before depreciation, interest, exceptional items and tax at INR
 1902.6 million. During the year, operating margins were affected by
 increases in raw material costs and have recovered significantly
 following improvement in market equilibrium and increase in growth
 especially in advanced formats.
 
 Market Development
 
 Market environment and outlook
 
 Moser Baer continues to be the market leader in optical media both in
 terms of low cost mass manufacturing and our R&D capabilities. Our
 products are sold in over 90 countries and we have developed strong
 strategic alliances and partnerships with leading global OEMs.
 
 In our optical media business, over supply of products along with
 higher input cost of raw materials during the year had impacted the
 margins. The industry however, is continuously moving towards
 consolidation; and Moser Baer being at a leadership position is poised
 to capture a larger global market share. Moser Baer''s solid state media
 and consumer electronics businesses are making significant progress, as
 we continue to launch new products and consolidate our brand.
 
 Moreover, the momentum towards advanced media formats will intensify as
 prices of BluRay drive declined from their present levels. Moser Baer
 is continuously moving existing production lines to DVDs and advanced
 formats at low incremental costs, significantly raising our capacity to
 produce according to market demand.
 
 Moser Baer is rigorously working with its OEM customers on technology
 transfers/ qualifications of its Blu Ray products, with a clear intent
 to take a leadership position in this format with strong cost
 advantages. Moser Baer''s optical media production lines will continue
 to move existing production lines to advanced formats, significantly
 raising our capacity to produce media that support the emerging High
 Definition format.
 
 Your directors are pleased to inform you that the overall OEM business
 is expected to remain stable with a clear upside coming from new
 business acquired during the year and growth in emerging formats. In
 addition the Company expects to gain from leveraging domestic
 distribution synergies.
 
 Photo Voltaic Business
 
 In the solar photovoltaic business, the industry witnessed robust
 growth during the year. India emerged as a strong market with various
 projects shaping up under the National Solar Mission and State Level
 Policies. Moser Baer''s Solar Photovoltaic business has also made
 significant progress and has crossed numerous milestones. Our robust
 ''quality systems'' and cutting edge technology, backed by focussed
 marketing helped us penetrate nine additional markets globally during
 the year, thereby expanding our presence to more than 35 countries. We
 have emerged as the first Solar PV Company from India to have achieved
 100 MW of installations globally under our own brand.
 
 Your directors are happy to share that Moser Baer''s Subsidiary Moser
 Baer Solar Ltd. has emerged as the only Solar Company in the world to
 be awarded the prestigious 5 Star rating by TÜV Rheinland for quality
 systems, for two consecutive years. The sales for the business crossed
 the Rs. 8,500 million mark and shipments of approximately 100MW across
 technologies were recorded, establishing our leadership position in
 India. The entity continues to focus on innovation, efficiency
 improvement and cost competitiveness to offer high quality value added
 products and service delivery to esteemed customers in India and across
 the globe.
 
 The business group has successfully commissioned India''s first - 5 MW
 solar farm in Sivaganga, Tamil Nadu. This solar farm is a significant
 landmark not only for the Company but also the Nation as this
 demonstrates strong EPC capabilities and quality manufacturing
 available domestically. We installed India''s first Building Integrated
 PV (BIPV) Thin Film Installation (BIPV) at in Hyderabad showcasing our
 innovativeness in finding solutions to our customer requirements.The PV
 business is working on plans to build both scale and efficiency which
 include:
 
 - Commissioning the high efficiency SE line with a capacity of 100 MW
 of modules along with 90 MW of cells;
 
 - Upgrading the existing thin film facility from single junction to
 tandem junction resulting in cost competitiveness and capacity
 upgradation; and
 
 - Upgrading the existing crystalline silicon cell line to higher
 efficiency to reap the benefits of higher module wattage.
 
 Also, the PV system business is poised for significant growth with a
 strong project pipeline covering both EPC and Project services.
 
 Home Entertainment Business
 
 The year 2010 was a challenging one for the home video market given the
 reduction in time gap between release of movies in theaters and their
 premier on television, increased level of piracy and high cost of
 content purchase. The home video market was estimated at Rs. 2.3 bn in
 2010. The high cost of movie acquisition coupled with declining unit
 sale put pressure on recovery and profitability. As a result, in 2010,
 30-40% of the movies rights available were not bought. This led to
 rationalization in film acquisition costs towards end of calendar year
 2010.
 
 After dominating the catalogue category, the entertainment business is
 increasingly focusing on the new film business and non-film content to
 capture the audience of all ages. With over 8,000 tiles, superior
 quality and delightful pricing we have become the market leaders and
 are taking initiatives to grow this segment.
 
 Moser Baer is releasing video content in the DVD, VCD and Super
 DVD/Nice (DVD with multiple films) formts using Moser Baer''s
 proprietary technology that ensures the highest quality standards while
 providing affordable prices.
 
 With the rise in disposable incomes, increased affordability of DVD
 players the market for home video is expected to show exponential
 growth.
 
 Subsidiary Companies
 
 As per section 212 of the Companies Act, 1956, the Company is required
 to attach the Directors'' Report, Balance Sheet and Profit & Loss
 Account of its subsidiaries. The Ministry of Corporate Affairs,
 Government of India vide its circular no. 2/2011 dated February 8, 2011
 has provided an exemption to companies from complying with Section 212,
 provided such companies publish the audited consolidated financial
 statements in Annual Report. Accordingly, the Annual Report 2010-11
 does not contain the financial statements of our subsidiaries. The
 annual audited accounts and related information of our subsidiaries,
 where applicable, will be made available upon request.
 
 The annual accounts of the subsidiary companies will also be kept for
 inspection by any member of the company at its Registered Office and
 Corporate / Head Office located at 43B, Okhla Industrial Estate, Phase
 III, New Delhi - 110 020.
 
 Dividend
 
 Having regard to the operating performance for the year 2010-11, your
 Directors do not recommended any dividend for the year.
 
 Directors
 
 Mr. Vineet Sharma, was co-opted as Additional Director w.e.f. 31st
 March, 2011 to hold the office up to the date of the ensuing Annual
 General Meeting in terms of the provisions of Section 260 of the
 Companies Act, 1956. The Company has received a notice under Section
 257 of the Companies Act, 1956, proposing the candidature of Mr. Vineet
 Sharma as Director of the Company.
 
 In terms of the provisions of Section 255 and 256 of the Companies Act,
 1956, Mr. Frank E. Dangeard and Mr. V.N. Koura and Mr. Prakash Karnik,
 Directors, retire by rotation at the ensuing Annual General Meeting and
 being eligible, offer themselves for re-appointment.
 
 Auditors
 
 M/s Price Waterhouse are the Statutory Auditor of the Company since F.
 Y 2004-05. The Audit Committee and the Board of Directors in order to
 adhere to the best Corporate Governance Practices the Statutory Auditor
 should be changed periodically on rotational basis. The Company has
 received a special notice pursuant to Section 225 of the Companies Act,
 1956, from a member proposing to move a resolution for the appointment
 of Walker, Chandiok & Co., Chartered Accountants, as Statutory Auditors
 of the Company in place of the retiring Auditors, M/s Price Waterhouse
 at the ensuing Annual General Meeting.
 
 Your Directors proposed the appointment of Walker, Chandiok & Co.,
 Chartered Accountants, as Statutory Auditors of the Company at the
 ensuing Annual General Meeting.
 
 Walker, Chandiok & Co., have access to large international network
 through member firms of Grant Thornton International all over the world
 and would be helpful and useful to the Company in managing its
 international operations. they have representations on various
 Accounting Boards & Committees in India and cater to leading Companies.
 
 Auditors'' Report
 
 The observations made in the Auditors'' Report are self- explanatory and
 therefore, do not call for any further comments.
 
 Stock Option Plan
 
 Your Company had introduced a Stock Option Plan for its Non-Executive
 Directors i.e. Directors Stock Option Plan - 2005 (DSOP-2005) and for
 its employees i.e. Employees Stock Option Plan-2004.
 
 The Company has further introduced Stock Options plan for its employees
 (ESOP - 2009) by the resolution passed in the meeting of the Board of
 Directors on the 30th July, 2009 and subsequently, approved by the
 shareholders of the Company in their Annual General Meeting held on 8th
 day of September 2009. The plan came into force on 29th day of January
 2010, being the date of first offer of ESOPs to the employees under
 ESOP Plan 2009.
 
 During the year under review, the Compensation Committee of the Board
 of Directors granted new options to employees of the Company in terms
 of its ESOP Scheme - 2009. The particulars of options issued under the
 said Plan as required by SEBI (Employee Stock Option Scheme and
 Employee Stock Purchase Scheme) Guidelines, 1999 are appended as
 ''Annexure A'' and forms part of this report.
 
 Foreign Currency Convertible Bonds (FCCB)
 
 Your Company has issued in 2007 Foreign Currency Convertible Bonds in
 Tranche A being US$ 75 million and in Tranche B being US$ 75 million
 with tenure of five years.
 
 During the financial year ended 31st March, 2011, your Company has not
 bought back any Foreign Currency Convertible Bond.
 
 Particulars of employees
 
 Particulars of employees, as required under Section 217(2A) of the
 Companies Act, 1956, read with the Companies (Particulars of Employees)
 Rules, 1975, as amended, form part of this report. However, in
 pursuance of Section 219(1)(b)(iv) of the Companies Act, 1956, this
 report is being sent to all shareholders of the Company, excluding the
 aforesaid information and the said particulars are made available at
 the Registered Office of the Company. The members interested in
 obtaining such particulars may write to the Company Secretary at the
 Registered Office of the Company.
 
 Secretarial Audit
 
 As directed by Securities and Exchange Board of India (SEBI)
 secretarial audit is being carried out at the specified periodicity by
 M/s. Deloitte Haskins and Sells, the Secretarial Auditors of the
 Company.
 
 Conservation of energy, research and development, technology
 absorption, foreign exchange earnings and outgo
 
 The information pertaining to conservation of energy, technology
 absorption, foreign exchange earnings and outgo, as required under
 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 as per Annexure ''B'' and forms part of the this
 Report.
 
 Fixed deposits
 
 During the year under review, your Company has not accepted any deposit
 under Section 58A of the Companies Act, 1956, read with Companies
 (Acceptance of Deposits) Rules, 1975.
 
 Corporate Governance
 
 It has always been the Company''s endeavour to excel through better
 Corporate Governance and fair and transparent practices, many of which
 have already been in place even before they were mandated by the law of
 the land. The Company complies with all the provisions of revised
 Clause 49 of the Listing Agreement. A separate report on Corporate
 Governance compliance is included as a part of the Annual Report along
 with the reports on Management Discussion and Analysis and Additional
 Shareholder Information.
 
 The certificate from the Statutory Auditors of the Company regarding
 compliance of the conditions of Corporate Governance as stipulated in
 Clause 49 of the Listing Agreement with stock exchanges is annexed to
 this report as Annexure 1.
 
 The Group Chief Financial Officer (CFO) and Chairman Managing Director
 have certified to the Board in regards to the financial statements and
 other matters as required in Clause 49 of the Listing Agreement and the
 said certificate is annexed to this report as Annexure 2.
 
 In compliance with the Corporate Governance requirements, the Company
 has formulated and implemented a Code of Conduct for all its Board
 members and for the senior management of the Company. The said Codes of
 Conduct have been posted on the Company''s website. All Board members
 and senior management personnel have affirmed compliance with the Code
 of Conduct for the year 2010-11. A declaration to this effect signed by
 the Managing Director of the Company forms part of this report.
 
 Listing at Stock Exchanges
 
 The Shares of the Company continue to be listed on the Bombay Stock
 Exchange and National Stock Exchange. The annual listing fees for the
 year 2011-2012 have been paid to the Stock Exchanges.
 
 Directors'' Responsibility Statement
 
 As required under Section 217(2AA) of the Companies Act, 1956 your
 Directors state:
 
 a) that in the preparation of the annual accounts, the applicable
 accounting standards have been followed along with proper explanation
 relating to material departures, if any;
 
 b) that we have selected such accounting policies and applied them
 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 2011 and its profit for the year ended on
 that date;
 
 c) that we 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;
 
 d) that we have prepared the annual accounts on a going concern basis.
 
 Conclusion
 
 Your Company continues to maintain its leader position in its various
 businesses through value addition to its products and services.
 
 Your Company has always focused on creating the new values to increase
 the customer and stakeholders delight. Your Company has outperformed
 the industry in a challenging year and continues to maintain its
 leadership position. It has also been surpassing all international
 quality and cost benchmarks and continues to build shareholder''s value.
 This, indeed, is how your Directors propose to drive the business
 endeavours, as we face the future with great optimism and confidence.
 
 Your Directors place on record their appreciation for the overwhelming
 co-operation and assistance received from investors, customers,
 employees, business associates, bankers, vendors, as well as regulatory
 and government authorities.
 
                            For and on behalf of the Board of Directors
 
                                               Moser Baer India Limited.
 
                                                                Sd/-
 
 Place : New Delhi                                          Deepak Puri
 
 Date : September 03, 2011                 Chairman & Managing Director