The are pleased to present the annual report along with audited accounts
 of your Company for the year ended 31st March 2012.
 
 Financial results
 
 The financial performance of the Company for the year ended 31st March
 2012 is summarised below:
 
                                                      (Rs.in crores)
 
                                            2011-12        2010-11
 
 Gross sales                                2763.79       2,175.00
 
 Total income (net of excise)               2512.93       1,996.64
 
 Earnings before interest, 
 depreciation, amortisation & taxation       449.08         332.77
 
 Interest/Finance costs                       42.33          41.78
 
 Profit before depreciation and taxation     406.75         290.99
 
 Depreciation                                 88.40          81.48
 
 Net profit before taxation                  318.35         209.51
 
 Taxation                                    106.07          66.41
 
 Net profit                                  212.28         143.10
 
 Profit brought forward from last year       105.04         169.46
 
 Profit available for appropriations         317.32         312.56
 
 Appropriations
 
 Transfer to Debenture Redemption Reserve       -            23.75
 
 Transfer to Capital Redemption Reserve        1.00           0.00
 
 Transfer to General Reserve                 100.00         150.08
 
 Dividend on preference shares                 0.02           0.06
 
 Dividend on ordinary shares                  39.77          28.93
 
 Corporate dividend tax                        6.46           4.70
 
 Balance carried to Balance Sheet            170.07         105.04
 
 Total                                       317.32         312.56
 
 EPS                                          10.94           7.42
 
 
 Dividend
 
 Subject to the shareholders'' and other requisite approvals, your
 Directors recommend payment of final dividend of Rs. 1/- per equity share
 of Rs. 1 each (100%) for the year ended 31 March 2012. This is in
 addition to the interim dividend of Rs. 1/- (100%) paid earlier during
 the year, bringing the total dividend for the year Rs. 2/- (200%). The
 cash outflow on account of dividend on equity capital(including interim
 dividend), Preference Shares and dividend tax works out to Rs. 4625 lacs,
 which constitutes 21.79% of our net profit for the year.
 
 During the year, the Board of Directors decided to redeem 1,00,000 - 6%
 redeemable Non- convertible Debentures of Rs. 100/- each for an aggregate
 amount of Rs. 1,00,00,000 and the said shares were redeemed on 27th July,
 2011.
 
 Allotment of Equity Shares
 
 During the year, 1,20,00,000 equity shares of Rs. 1/- each were allotted
 to the promoter group consequent upon conversion of convertible
 warrants issued by the company.  Funds raised under the issue were
 utilised for the purpose as sanctioned.
 
 Forfeiture of Equity shares
 
 During the year 16010 partly paid up equity shares were forfeited
 consequent upon non payment of call money by the respective
 shareholders.
 
 Demerger of Cement division
 
 The Board, shareholders and creditors of Orient Paper & Industries
 Limited (OPIL) have approved a scheme for demerger of the Cement
 Undertaking of OPIL to Orient Cement Limited. OPIL and Orient Cement
 Limited have filed applications in Court seeking sanction for such
 demerger, which is now pending final hearing.
 
 Economic climate and our performance
 
 There has been a perceptible slow down in the Indian economy with GDP
 growth coming down to below 7% for the year under review as against
 over 8% growth achieved during past several years.
 
 While slow-down in International economy caused by Euro zone crisis
 must have also contributed to this,
 
 we believe that internal factors like slow pace of infrastructure
 development, high inflation, unprecedented increases in prices of vital
 input like coal and power, credit squeeze applied by RBI and general
 lack of policy direction were the major factors in bringing down the
 rate of growth.
 
 However, India still continues to be one of the fastest growing
 economies of the world and we hope that the Government will take
 effective and pro-active steps to restore the growth momentum to above
 8% soon.
 
 It is a matter of satisfaction that even in the face of these
 challenges, we were able to achieve a growth of 27 % in our net sales
 turnover and 48 % in our net profit after tax.
 
 Domestic cement demand grew by 6.6% during the year due to the good
 growth recorded during 2nd half of the year under review. However,
 there was no growth in the Southern region, mainly because of negative
 growth of -8% in Andhra Pradesh.  We were however able to increase our
 cement sales volumes by 8% and gain market share in our core markets.
 We could also achieve a capacity utilisation of 77% compared to the
 industry average of 68% in South & West, where our plants are located.
 In spite of huge pressure on our costs because of factors totally
 beyond our control, we were also able to increase our PBIT from cement
 business by 62% through a combination of higher volumes, better product
 & market mix and cost reduction efforts.
 
 Because of slow-down in construction activities, overall demand for
 Fans also came down by 2.8% compared to previous year.  However, we
 were still able to achieve a 5.6% growth in our Fan volumes through
 introduction of new and exciting models and increasing our distribution
 reach. In lighting products, we increased our sales volumes by 38 % and
 introduced several new SKUs. Towards the end of this financial year, we
 also launched a wide range of household electrical appliances. Overall
 our electrical division achieved a growth of 18 % in net sales turnover
 for the year. Also, we were able to achieve similar profitability level
 in this division as the preceding year in spite of substantial cost and
 competitive pressures.
 
 In our paper division also, we were able to increase our Paper volumes
 by 22 % in spite of 43 days shut down in the 1st quarter due to water
 scarcity and loss of 5 days output in December due to a minor fire
 incident in the power plant. Paper volume could have still been higher
 but for frequent break-down of our aging power plant. The Chemical
 plant performed satisfactorily.  However, there were unprecedented
 increases in prices of pulp wood, coal and power which resulted in
 substantially increased losses from this business. Going forward, we
 expect this division''s performance to improve once the new 55 MW power
 plant, now nearing completion, gets commissioned as it will not only
 bring down the cost of energy but will also contribute towards
 stabilizing operations. We also do not expect any water scarcity
 related shut down in 2012-13 as there is adequate water available in
 our water reservoirs. The proportion of value added Tissue papers is
 also expected to increase as the additional rewinder for the 2nd Tissue
 machine is now fully operational.
 
 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.
 
 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. In new initiative, we have agreed to partner with
 Madhya Pradesh Government in all round development of 2 areas around our
 Paper plant under the Rajiv Gandhi water shed development project.
 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
 
 We received 126317 CERs for the year 2008-09 during this year.
 Therefore, an income of only Rs. 3.33 cr has been recognised during this
 year based upon prevailing market prices as at 31st March 2012. Our
 claim for a further 47000 CERs for the year 2009-10 is presently under
 consideration of the CDM Board. 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 2012
 is included in the annual accounts.
 
 Statutory matters Debentures
 
 The funds raised by issue of debentures from time to time were utilised
 for the purposes as sanctioned.
 
 Directors
 
 Shri P.K. Sen ceased to be a Director of the Company w.e.f. 8
 
 August,2011. The Board places on record its appreciation of the
 valuable contribution made by Shri P.K. Sen during his long tenure as a
 member of our Board.
 
 Mr. Michael Bastian and Shri B.K.  Jhawar , directors of the company,
 retire by rotation and are 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.40 appearing in 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 Company''s endeavours to
 achieve continuous growth and progress.
 
                                        By Order of the Board
 
 New Delhi,                                       C. K. Birla
 
 2 May, 2012                                         Chairman