Dear Members,
 
 The Directors have pleasure in presenting the Fiftieth Report and
 Accounts of Phillips Carbon Black limited for the financial year ended
 31st March, 2011.
 
 FINANCIAl HIGHlIGHTS                                (Rs. in crore)
 
 Year ended                        31.03.11                31.03.10
 
 Revenue  
 
 Carbon black                      1,614.11                1,178.05
 
 Power                                76.04                   54.52
 
 Other Income                          8.91                    2.81
 
 Total Revenue                     1,699.06                1,235.38
 
 PBDIT                               234.49                  190.67
 
 less: Interest (net)                 31.56                   28.94
 
 PBDT                                202.93                  161.73
 
 less: Depreciation                   38.58                   31.15
 
 PBT                                 164.35                  130.58
 
 Provision for Taxation               48.07                    7.89
 
 PAT                                 116.28                  122.69
 
 Balance brought forward             133.41                   39.49
 
 Profit available for
 
 Appropriation                       249.69                  162.18
 
 Proposed Dividend                    16.61                   11.30
 
 Proposed Golden Jubilee
 
 Year Dividend -                       -                       2.83
 
 Tax on aforesaid Dividends            2.69                    2.34
 
 Dividend including taxes              2.89                      -
 
 on dividend paid on 4,964,376 
 shares to Qualified 
 Institutional Buyers
 alloted during the year
 
 Transfer to General Reserve          11.65                   12.30
 Balance carried forward to
 
 Balance Sheet                       215.85                  133.41
 
 DIVIDEND
 
 For approval of Members at the ensuing Annual General Meeting, your
 Directors recommend a dividend of 50% i.e, @ Rs. 5/- per share which
 will absorb Rs. 16.61 crore. The tax on aforesaid dividend, to be borne
 by the Company, will be Rs. 2.69 crore.  Dividend, including taxes on
 dividend aggregating to Rs. 2.89 crore, has been paid on 4,964,376
 equity shares of Rs. 10/- each allotted to Qualified Institutional
 Buyers during the year.
 
 
 Public Deposits
 
 The Company does not have any Fixed Deposit Scheme and has repaid all
 Fixed Deposits that matured and were claimed by the depositors under
 the earlier Fixed Deposit Schemes. Matured unclaimed deposits as on
 31st March, 2011 amounted to Rs 2.93 lakh. Apart from matured unclaimed
 deposits, no amount is outstanding as on 31st March 2011. Reminders
 have been sent to depositors who have not claimed repayment of matured
 deposits.
 
 Particulars of Employees
 
 Pursuant to the provision of section 217(2A) of the Companies Act, 1956
 read with the Companies (Particulars of Employees) Rules, 1975, as
 amended, the Particulars of Employees, though forming part of this
 Report is not being mailed to members pursuant to the provision of
 Section 219(1)(b)(iv) of the Companies Act,1956. The said statement is
 available for inspection at the Registered Office of the Company during
 working hours for a period of twentylone days before the date of Annual
 General Meeting. Any member interested in obtaining a copy of the said
 statement may write to the Company Secretary at the Registered Office.
 
 Corporate Governance
 
 Under Clause 49 of the listing Agreement with the Stock Exchanges, a
 section on Corporate Governance together with a certificate from the
 Company''s Auditors confirming compliance is set out in the Annexure
 forming part of this Annual Report.
 
 Directors'' Responsibility Statement
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
 to the best of their knowledge and belief confirm that:
 
 i) in the preparation of the annual accounts, the applicable accounting
 standards have been followed, and that there are no material
 departures;
 
 ii) appropriate accounting policies have been selected and applied
 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 at the end of financial year and of profit or loss of the
 Company for the period;
 
 iii) proper and sufficient care have been taken, 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;
 
 iv) the annual accounts have been prepared on a going concern basis.
 
 Auditors
 
 The Auditors, Messrs Price Waterhouse, retire at the ensuing Annual
 General Meeting and are eligible for relappointment.
 
 Cost Audit
 
 The Central Government has approved the appointment of Messrs Shome &
 Banerjee, Cost Accountants, for conducting cost audit for the financial
 year ended 31st March, 2011.
 
 Messrs Shome & Banerjee, Cost Accountants, have given their consent
 along with their Certificate of Independence for conducting the audit
 of the cost accounts for the financial year ending 31st March, 2012, if
 appointed.
 
 Cost Audit Report for the financial year ended 31st March, 2010 was
 filed on 10th September, 2010.
 
 Directors
 
 Mr. Pradip Roy holds office as an Additional Director of the Company
 upto the date of the ensuing Annual General Meeting. The Company has
 received a notice pursuant to Section 257 of the Companies Act,1956
 along with prescribed deposit from a member of the Company signifying
 his intention to propose the candidature of Mr.  Pradip Roy for the
 office of the Director of the Company.
 
 Mr. B M Khaitan resigned from Directorship with effect from 11th
 February, 2011. The Board has placed on record its deep appreciation
 for the invaluable support and guidance received from Mr. B M Khaitan
 during his long association as Director of the Company.
 
 Dr. Ram S Tarneja and Mr. O P Malhotra retire by rotation and being
 eligible offer themselves for relappointment.
 
 Forwardllooking Statement
 
 This Report contains forward–looking statements that involve risks and
 uncertainties. Actual results, performance or achievements could differ
 materially from those expressed or implied in such forward–looking
 statements. Significant factors that could make a difference to the
 Company''s operations include domestic and international economic
 conditions affecting demandlsupply and price conditions, foreign
 exchange fluctuations, changes in government regulations, tax regimes
 and other statutes.
 
 Acknowledgement
 
 Your Directors record their grateful appreciation for the
 encouragement, assistance and coloperation received from members,
 various state governments where the Company''s plants and offices are
 located, the central government, banks and customers. They also thank
 all stakeholders and customers for the trust reposed in the Management
 and wish to thank all employees for their eager commitment and
 contributions.
 
                                    For and on behalf of the Board
 
 Kolkata                                   Sanjiv Goenka
 3rd May, 2011                                  Chairman