We are pleased to present the annual report along with audited accounts
 of your Company for the year ended 31st March 2011.
 
 Financial results
 
 The financial performance of the Company for the year ended 31st March
 2011 is summarised below:
 
                                                 (Rs. in crores)
 
                                             2010-11     2009-10
 
 Gross sales                                2,175.00    1,768.54
 
 Total income (net of excise)               1,996.64    1,636.04
 
 Profit before interest, depreciation 
 and taxation                                 332.77      323.65
 
 Interest                                      41.78       34.53
 
 Profit before depreciation and taxation      290.99      289.12
 
 Depreciation                                  81.48       55.01
 
 Net profit before taxation                   209.51      234.11
 
 Taxation                                      66.41       74.80
 
 Net profit                                   143.10      159.31
 
 Debenture Redemption Reserve written back     18.75       25.00
 
 Profit brought forward from last year        169.46      214.41
 
 Profit available for appropriations          331.31      398.72 
 
 Appropriations
 
 Transfer to Debenture Redemption Reserve      23.75       18.75
 
 Transfer to General Reserve                  150.08      176.70
 
 Dividend on preference shares                  0.06        0.06
 
 Dividend on ordinary shares                   28.93       28.93
 
 Corporate dividend tax                         4.70        4.82
 
 Balance carried to Balance Sheet             123.79      169.46
 
 Total                                        331.31      398.72
 
 EPS (Rs.)                                      7.42        8.26
 
 Dividend
 
 Subject to the shareholders and other requisite approvals, your
 Directors recommend payment of dividend of Rs.1.50 per equity share of
 Re. 1 each (150%) for the year ended 31 March 2011. The cash outflow on
 account of dividend on equity capital and dividend tax works out to Rs.
 3,362.63 lacs, which constitutes 23.51% of our net profit for the year.
 
 Your Directors also recommend payment of dividend on 1,00,000 6%
 redeemable non-cumulative preference shares of Rs. 100 each.  Total
 dividend pay out on the preference share capital and dividend tax works
 out to Rs. 6.97 lacs.
 
 Economic climate and our performance
 
 The Indian economy is expected to record an impressive growth of over
 8% for the year under review.  However, the year was marked by high
 inflationary pressures and some slowdown in implementation of the
 planned infrastructure projects.
 
 The cement sector in particular registered a domestic demand growth of
 only 5% against widely expected growth of 10% to 12%. In fact, cement
 consumption in Andhra Pradesh, one of our major markets, was 15% lower
 than the previous year. As a result, cement realisation was under
 pressure for most of the year. At the same time, there were significant
 statutory increases in prices of almost all the major inputs.
 
 In this back ground, we were able to achieve a growth of 12.7% in sales
 of our cement and clinker and increase our market share in both our
 primary markets of Andhra Pradesh and Maharashtra. However, our price
 realisation was lower and costs increased due to higher prices of
 inputs. Yet, it is a matter of satisfaction that we have been able to
 maintain our EBITDA for the cement segment at the same level as in the
 previous year.
 
 Our electrical division continued to achieve impressive growth. Our
 sales of fans increased to 65.48 lacs this year from 50.37 lacs in the
 previous year. For lighting products also, our sales increased to 86.81
 lac units from 81.82 lac units in the last year. However, costs
 increased steeply for all major inputs like copper, aluminium etc. As a
 result, in spite of the significant increase in volume, our EBITDA was
 marginally lower than the last year for this segment.
 
 Regrettably, our paper division lost production for 93 days during the
 year due to water scarcity. Yet, we achieved sales of 54,150 MT of
 paper as against 51,893 MT in the last year. Here too there were steep
 increases in prices of all the raw materials as well as coal and
 chemicals. However, in spite of the longer shutdown and cost increases,
 we were able to restrict loss at EBITDA level to less than 50% of the
 last year. As a long-term measure to overcome the problem of water
 scarcity, we have constructed two water reservoirs to store around 250
 million gallons of water, which would be adequate to sustain production
 for about 50 days.
 
 Detailed business analysis, review and operational performance of each
 of our business segments are covered in the management discussion and
 analysis chapter, which forms a part of this report.
 
 Growth plans
 
 Having commissioned most of our previously planned projects last year,
 we have embarked upon further growth plans in all our divisions as
 follows:
 
 - Setting up of a green field cement plant in the Gulbarga district of
 Karnataka with a capacity of 3 million tons per year at an estimated
 investment of Rs.1,720 crores. Land acquisition for the project is at
 an advanced stage.
 
 - Setting up of 55 MW power plant at our paper division at Amlai to
 fully cater to the requirements of both the paper and caustic chlorine
 plants at an investment of Rs.174 crores.
 
 - Increase in production capacity of fans to 90 lac units per year.
 
 - Further diversify the range of our consumer electrical products by
 addition of household appliances such as mixers, geysers, coolers, room
 heaters etc in addition to fans and lighting products.
 
 These projects will further enhance the Companys strength in all
 segments of our business and improve our cost competitiveness.
 
 Corporate Governance
 
 Your Company is in full compliance with the Corporate Governance
 requirements in terms of Clause 49 of the Listing Agreement(s). A
 report on Corporate Governance and a certificate from our auditors
 confirming compliance with the Corporate Governance requirements are
 attached and form part of this report.
 
 Sustainable development and environment
 
 We consider sustainable development and environment protection as
 integral parts of our management culture and philosophy.  Significant
 work continues to be done in these areas on a consistent and
 sustainable basis. Details of our efforts and activities in this
 direction are provided in the chapters covering detailed analysis of
 each of our businesses.
 
 Carbon credits for cement division
 
 Our claim for the year 2008-09 for issuance of 1,28,895 CERs is in the
 final stage of UNFCC approval. No income from these expected CERs has
 been accounted for during the year under review. This will be taken
 into account on receipt of the approved CERs.
 
 Cash flow analysis
 
 In conformity with the provisions of Clause 32 of the Listing
 Agreement(s), the cash flow statement for the year ended 31 March 2011
 is included in the annual accounts.
 
 Statutory matters
 
 Issuance of warrants As approved at the Extraordinary General Meeting
 held on 7 March 2011, 1,20,00,000 (one crore twenty lac) warrants have
 been issued to the promoter group with each warrant convertible into
 one equity share of the Company of nominal value of Re.1 each at a
 price of Rs. 57.25 which includes a premium of Rs.  56.25 per share,
 25% payment against these warrants has been received.
 
 Merger of wholly owned subsidiary
 
 Our wholly owned subsidiary, OPI Export Limited, has been merged with
 your Company w.e.f. 1st April 2010. Consequently, your Company has no
 subsidiaries now.
 
 Debentures
 
 The funds raised by issue of debentures from time to time were utilised
 for the purposes as sanctioned.
 
 Directors
 
 Shri P.K. Sen, a Director of the Company, who retires by rotation has
 expressed his desire not to be re-elected on health grounds.
 
 Shri Amitabha Ghosh a Director of the Company, retire by rotation and
 is eligible for re-election.
 
 Auditors
 
 M/s. S. R. Batliboi & Co., Chartered Accountants and Auditors of the
 Company, retire and offer themselves for reappointment.
 
 Cost auditors
 
 As required under the provisions of Section 233B of the Companies Act,
 1956, qualified cost auditors were appointed to conduct cost audits.
 
 Conservation of energy, technology absorption, foreign exchange
 earnings and outgo Details regarding conservation of energy, Research
 and Development, foreign exchange earnings and outgo are furnished in
 Annexure A to this report, pursuant to the provisions of the
 Companies Act, 1956 read with the Companies (Disclosure of Particulars
 in the Report of Board of Directors) Rules, 1988.
 
 Directors responsibility statement
 
 Directors responsibility statement pursuant to section 217(2AA) of the
 Companies Act, 1956 are given in Annexure B to the annual report.
 
 Note No.9 appearing in Schedule 22 to the accounts referred to in the
 Auditors Report is self-explanatory.
 
 Particulars of employees
 
 Particulars of employees pursuant to section 217(2A) of the Companies
 Act, 1956 are given in Annexure C to the annual report.
 
 Acknowledgements
 
 Your Directors place on record their sincere gratitude to the
 shareholders, customers, bankers, financial institutions, government
 agencies, supply chain partners and the employees for their valuable
 contribution, cooperation and support in the Companys endeavours to
 achieve continuous growth and progress.
 
                                              By Order of the Board
 
 New Delhi,                                              C.K. Birla
 
 27 April 2011                                             Chairman