Dear Members,
 
 The Directors of your Company are pleased to present their Sixty First
 Annual Report together with the audited accounts of the Company for the
 year ended March 31, 2011.
 
 1.    WORKING RESULTS
 
                                       2010-11              2009-10
 
                                   (Rs./Lakhs)           (Rs./Lakhs)
 
 Net Sales                         1,47,444.94           1,37,420.47
 
 Operating Profit                    33,701.81             41,971.38
 
 Less: Interest                       6,244.66              5,066.76
 
 Depreciation                        12,275.23             11,449.73
 
 Profit before Taxation              15,181.92             25,454.89 
 Provision for Taxation
 
 Current tax                          4,300.00              6,500.00
 
 Deferred tax                          -565.41              1,985.22
 
 Provision for Taxation 
 relating to earlier years                0.00                500.00
 
 MAT Credit available for 
 set off                                  0.00                100.00
 
 Profit after taxation               11,447.33             16,369.67
 
 Add:Brought forward from 
 previous year:                      11,857.75              7,665.76
 
                                     23,305.08             24,035.43
 
 Transfer to General Reserve          1,200.00             10,000.00
 
 Transfer to Debenture 
 Redemption Reserve                     273.67               -476.35
 
 Proposed Dividend                    2,276.01              2,276.01
 
 Tax on Dividend                        369.23                378.02
 
 Surplus carried to Balance 
 Sheet                               19,186.17             11,857.75
 
                                     23,305.08             24,035.43
 
 2.    DIVIDEND
 
 The Directors recommend payment of dividend for the financial year
 ended March 31, 2011 of Rs. 4/- per paid up equity share of Rs. 2/-
 (i.e., 200%).
 
 3.  APPROPRIATIONS
 
 It is proposed to transfer Rs. 1200 Lakhs to the General Reserve while
 Rs. 19186.17 Lakhs are proposed to be retained in the Profit and Loss
 Account and carried to the Balance Sheet.
 
 4.  OPERATIONS
 
 The operational results of the current year in relation to the
 corresponding operations of the previous year have registered an
 increase of 7% in net sales, but the operating profits and PBT have
 decreased due to lower sales realization per tonnes of cement and higher
 input costs.
 
 For a detailed analysis of the performance of the Company for 2010-11
 reference is invited to the chapter on Management Discussion and
 Analysis of this report.
 
 5.  EXPANSION AND FUTURE PLANS
 
 Your Company is taking all steps for earliest setting up of 2X27 MW
 Coal based Captive Power Plant, which is expected during the first half
 of financial year 2011-12.
 
 Your Company has initiated steps for setting up a Cement manufacturing
 unit in West Bengal. In that regard, acquisition of 153.84 acres of
 Land through West Bengal Industrial Development Corporation has been
 completed and possession obtained by the Company. Also, studies have
 been undertaken as regards infrastructure required for availability of
 water, power and rail connectivity at the proposed site. Construction
 of boundary wall has started.
 
 Your Company is in the process of getting Environment Clearance for
 permission to produce cement up to its full installed capacity of 1.35
 MnTPA from its existing Kapilas Cement Manufacturing Works. Public
 hearing for the same has been completed successfully. The matter is in
 process.
 
 6.  ALLOTMENT OF CAPTIVE COAL BLOCK AND PROGRESS THEREUPON
 
 Work for development of coal block at Radhikapur is progressing well.
 The new Joint Venture Company named Radhikapur (West) Coal Mining
 Private Limited has initiated action for obtaining required statutory
 clearances like Mining Plan Approval, Environment Clearance and has
 also started the process of land acquisition. The Joint Venture Company
 has also appointed Project Head and other required staff. All other
 necessary steps are being initiated by the Joint Venture Company for
 bringing the allotted captive coal mines into operation at the
 earliest.
 
 Your Company and OCL Iron and Steel Limited (OISL) are jointly
 following-up with the Ministry of Coal, Government of India for
 inclusion of the name of OISL as one of the allocatees of Radhikapur
 (West) Captive coal Block with proportionate share of coal allocation
 for its steel making operations which is still under consideration of
 the Ministry of Coal.
 
 7.  DIRECTORS
 
 Shri Gaurav Dalmia was appointed as Additional Director and Managing
 Director by the Board of Directors at its meeting held on July 21, 2010
 and thereafter his appointment was approved by the shareholders at
 their sixtieth Annual General Meeting held on September 17, 2010.
 
 Shri D. N. Davar and Dr. Ramesh Vaish, Directors of the Company, would
 retire by rotation at the forthcoming Annual General Meeting in
 accordance with the provisions of the Companies Act, 1956 and Company''s
 Articles of Association and being eligible, offer themselves for
 re-appointment.
 
 8.  LISTING OF THE COMPANY''S SHARES
 
 The Company''s equity shares continue to be listed on the Bombay Stock
 Exchange Limited and the National Stock Exchange of India Limited.
 
 9.  DIRECTORS RESPONSIBILITY STATEMENT
 
 In terms of provisions of Section 217 (2AA) of the Companies Act, 1956,
 your Directors confirm that:
 
 a) In the preparation of the Annual Accounts, the applicable accounting
 standards have been followed, along with proper explanation relating to
 material departures, wherever applicable;
 
 b) The Directors have selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give true and fair view of the state of affairs of
 the Company as on March 31, 2011 and of the Profit of the Company for
 the year ended on that date;
 
 c) 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; and
 
 d) The Directors have prepared the annual accounts of the Company on a
 going concern basis.
 
 10.  SUBSIDIARIES
 
 There is no subsidiary of the Company.
 
 11.  MANAGEMENT RELATIONS WITH EMPLOYEES AND LABOUR
 
 Relations of the Management with Employees and Labour remained cordial
 during the year under review and the industrial peace and harmony was
 maintained in the organization.
 
 12.  DEPOSITS
 
 As on March 31, 2011 there were 19 deposits aggregating Rs. 13.91 Lacs
 which remained unclaimed beyond due dates, out of which deposits
 aggregating Rs. 4.95 Lacs have since been renewed/repaid.
 
 13.  PARTICULARS OF EMPLOYEES
 
 The particulars of the employees as required under Section 217(2A) of
 the Companies Act, 1956 read with the Companies (Particulars of
 Employees) Rules, 1975 are set out in Annexure-I to the Directors
 Report.
 
 However, having regard to the provisions of Section 219(1) (b) (iv) of
 the said Act, the Annual Report excluding the aforesaid information is
 being sent to all the members of the Company and others entitled
 thereto. Any member interested in obtaining such particulars may write
 to the Company at its registered office.
 
 14.  RESUME OF HEALTH AND SAFETY PERFOMRNACE
 
 Your Company gives utmost importance to Quality, Environment and
 Occupational Health and Safety management systems. Quality Management
 System as per ISO 9001:2000, Environment Management System as per
 IS/ISO 14001:2004 and Occupational Health and Safety Management System
 as per IS 18001:2007 have been implemented in Cement works at
 Rajgangpur. Certification under Integrated Management System (i.e., ISO
 9001:2008, ISO 14001:2004 & OHSAS 18001:2007) is also implemented at
 Kapilas Cement Manufacturing Works. Refractory Division has implemented
 Integrated Management System, comprising of Quality Management Systems
 (ISO 9001:2008), Environment Management System (ISO 14001:2004) and
 OHSAS 18001:2007, which have been certified by TUV NORD since November
 01, 2009.
 
 Environment Control Measures:
 
 a.  Environment Management System (ISO 14001:2004) has been implemented
 in both Cement and Refractory Divisions including Kapilas Cement
 Manufacturing Works.
 
 b.  An Engineering Secured Landfill, for disposal of hazardous waste
 by burying it, has been put in operation after getting it approved by
 Orissa State Pollution Control Board, Bhubaneswar. Your Company is
 proud to be the 2nd Company in Orissa having own Landfill.
 
 c.  Your Company has so far planted about 4 Lac 40 Thousand trees
 (25,000 trees during the current Financial Year) in and around its
 factory premises and mines area at Rajgangpur and 29 thousand trees
 (2000 trees during the current Financial Year) in and around factory
 premises at Kapilas Cement Manufacturing Works.
 
 d.  Your Company celebrated World Environment Day at Rajgangpur and
 Lanjiberna on June 05, 2010 and Bana Mahostav between 4th to 30th
 September, 2010 and conducted environment promotional activities and
 tree plantation which the Company will continue to observe in future
 also.
 
 e.  Your Company is installing a Sewage water Treatment Plant to treat
 a part of Sewage water discharged through drains from Rajgangpur
 Municipality and the Company''s own industrial township area at
 Rajgangpur. Your Company proposes to use this treated water for
 gardening purposes. The civil work has been completed and erection and
 commissioning work is in progress. The plant will be operational in 1st
 quarter of the Financial Year 2011-12.
 
 f.  Your Company observes every Saturday as ''vehicle-free-day'' to save
 the environment. On this day, all employees come to plant by walk.
 
 g.  To create environment awareness among school children, your Company
 has conducted Environment Awareness Campaign at Rajgangpur. Various
 competitions were organized and about 200 children from 36 schools of
 surrounding areas participated in the campaign. A fruit bearing tree
 was given to all who attended this awareness program as a token of our
 expression of respect and care for environment. A brochure titled
 Let''s Make Our World Worthwhile was also published and distributed to
 all participants and sent to all school libraries.
 
 15.  CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO, ETC.
 
 Information required under Section 217(1)(e) of the Companies Act, 1956
 read with the Companies (Disclosure of Particulars in the Report of
 Board of Directors), Rules, 1988 with regard to conservation of energy,
 technology absorption and foreign exchange earnings and outgo are given
 in Annexure-II, which forms part of this report.
 
 16.  CORPORATE GOVERNANCE
 
 As per Clause No. 49 of the Listing Agreement, report on Corporate
 Governance is given in Annexure-III, which forms part of this Report.
 
 17.  UNCLAIMED SUSPENSE ACCOUNT
 
 AS per clause 5A of the Listing Agreement, the details regarding
 unclaimed shares are given in Annexure – IV, which forms part of this
 Report.
 
 18.  CORPORATE SOCIAL RESPONSIBILITY
 
 Your Company has always been giving priority to community development.
 It has undertaken a number of developmental activities in surrounding
 areas of Rajgangpur, Lanjiberna and Biswali where its plant and captive
 mines are situated for improving the social and economic condition of
 the people, mostly tribals. The activities are mainly focused on areas
 like health, education and drinking water. The Company has been
 operating two mobile health care units, i.e., one in Rajgangpur and
 another in Kapilas Cement Manufacturing Works for providing health care
 to elderly people at their door steps through Help Age India, an NGO
 of national repute.
 
 Your Company has started two new schemes for training of tribal youths
 of surrounding areas. One is Driver cum Mechanic Training and another
 is Masons Training. In the first scheme, Driving License is also
 issued to the student after completion of training course. So far 3
 batches of 16 each have been trained as Driver Cum Mechanic and 6 of
 Masons. Some of them are already employed. Another popular program of
 Tailoring of Tribal Ladies of surrounding area has been further
 extended to Embroidery Training also and sale of their stitched cloth
 is arranged through an NGO of National repute BISWA (Bharat
 Integrated Social Welfare Agency). Your Company pledges to continue its
 efforts in this direction more vigorously in future.
 
 19.  AUDITORS AND AUDITORS REPORT
 
 M/s V. Sankar Aiyar & Co., Chartered Accountants, Statutory Auditors of
 the Company, holds office until the conclusion of the forthcoming
 Annual General Meeting and is eligible for re-appointment.
 
 The Company has received certificate from M/s V. Sankar Aiyar & Co.,
 Chartered Accountants, Delhi, to the effect that their re-appointment,
 if made, would be within the prescribed limits under Section 224(1B) of
 the Companies Act, 1956 and that they are not disqualified for such
 re-appointment within the meaning of Section 226 of the said Act.
 
 The notes to accounts referred to in Auditors'' Report are
 self-explanatory and therefore do not call for any further comments.
 
 20.  COST AUDIT
 
 M/s R. J. Goel & Co., Cost Accountants, New Delhi was appointed Cost
 Auditors for the financial year 2010-11. The Company has received
 certificate from M/s R. J. Goal & Co., Cost Accountants, Delhi, to the
 effect that their re- appointment, if made, would be within the
 prescribed limits under Section 224(1B) of the Companies Act, 1956 and
 that they are not subject to disqualifications specified in Section
 233-B(5) of the said Act.
 
 21.  ACKNOWLEDGEMENTS
 
 Your Directors wish to place on record their appreciation of the timely
 support provided by your Company''s Bankers and Financial Institutions.
 
 Your Directors acknowledge the dedication and commitments of the
 employees at all levels and also take this opportunity to thank all the
 valued customers who have appreciated our products and have patronized
 them.
 
 Your Directors convey their grateful thanks to the Government
 Authorities (Central & States), shareholders, distributors and dealers
 for their continued assistance, co-operation and patronage.
 
                                           For & on Behalf of the Board
 
 Place: New Delhi                                     (D. N. Davar)
 Date: May 19, 2011                                    Chairman