The Directors present the Nineteenth Annual Report together with the
 audited Accounts of the Company for the year ended March 31,2011.
 
 FINANCIAL RESULTS
 
                                       2010-111            2009-10
                                     Rs. Crores         Rs. Crores
 
 Sales                                 3,556.94           2,988.87
 
 Less: Excise duty                       201.70             150.89
 
 Net Sales                             3,355.24           2,837.98
 
 Other income                             36.48              21.27
 
                                       3,391.72           2,859.25
              
 Expenditure                           3,042.99           2,339.42 
 
 Profit before finance charges,
 depreciation, tax and
 exceptional items                       348.73             519.83
 
 Finance and other charges               105.73              52.86 
 
 Profit before depreciation, tax
 and exceptional items                   243.00             466.97
 
 Depreciation and amortisation           113.30              89.85 
 
 Profit before tax and
 exceptional items                       129.70             377.12
 
 Add: Exceptional items                    0.96             (18.87)
  
 Profit before tax                       130.66             358.25
 
 Provision for tax (including
 fringe benefit tax)                     (34.87)           (107.20)
 
 Profit after tax                         95.79             251.05 
 
 Add : Dividend on own shares
 held through Trust                        1.24               1.85 
 
 Add : Balance brought
 forward                                 499.72             358.40 
 
 Add : Surplus brought forward on
 
 Amalgamation                                 -              48.49
 
 Profit available for
 appropriation                           596.75             659.79 
 
 Appropriations:
 
 Transfer to General Reserve                  -             (26.00) 
 
 Transfer to Capital
 
 Redemption Reserve                           -             (10.75) 
 
 Transfer to Debenture
 
 Redemption Reserve                       (6.25)                 -
 
 Preference Dividend                          -              (0.08)
  
 Interim Dividend                        (50.34)           (105.33)
  
 Distribution Tax on Dividend             (8.36)            (17.91)
 
 Balance carried to Balance
 Sheet                                   531.80             499.72
 
 
 
 DIVIDEND
 
 During the year, the Company has paid an interim dividend of Rs.1.00
 per equity share of Rs. 10/- each. The Board of Directors has
 recommended that the interim dividend be treated as final dividend for
 the year ended March 31, 2011. The total dividend outflow for the year
 ended March 31, 2011 is Rs. 58.70 crores (including dividend
 distribution tax of Rs. 8.36 crores) as against Rs. 123.23 crores
 (including dividend distribution tax of Rs. 17.90 crores) in the
 previous year ended March 31, 2010.
 
 OPERATIONS
 
 The gross sales and other income for the year ended March 31,2011 was
 Rs. 3,593.42 crores as against Rs. 3,010.14 crores for the previous
 year. The Company earned a profit before tax of Rs. 130.66 crores and
 net profit of Rs. 95.79 crores during the year ended March 31, 2011 as
 against profit before tax of Rs. 358.25 crores and net profit of Rs.
 251.05 crores during the year ended March 31, 2010.
 
 FINANCE
 
 During the year under review, the Company privately placed Secured
 Redeemable Non-convertible Debentures of Rs. 100 crores and Unsecured
 Redeemable Non-convertible Debentures of Rs. 50 crores to fund its
 ongoing capital expenditure. The Non-convertible Debentures (NCDs) are
 listed on The Bombay Stock Exchange Limited.
 
 The Company has repaid loans of Rs. 259.04 crores during the year and
 tied up term loans of Rs. 623.89 crores (inclusive of NCDs of Rs. 150
 crores) to finance its long term working capital/capital expenditure
 during the year. The total borrowings of the Company stood at Rs.
 1,169.84 crores as on March 31, 2011.
 
 The loans were used for the purpose that they were sanctioned for by
 the respective banks/financial institutions.
 
 FIXED DEPOSIT
 
 Out of the total 10,267 deposits of Rs. 27.38 crores from the public
 and the shareholders as at March 31, 2011, 479 deposits amounting to
 Rs. 0.92 crores had matured and had not been claimed as on that date.
 Since then, 60 of these deposits aggregating to Rs. 0.11 crores have
 been claimed.
 
 During the year, the Company has transferred a sum of Rs. 0.03 crores
 to the Investor Education and Protection Fund in compliance with
 Section 205C of the Companies Act, 1956 which represents unclaimed
 fixed deposits and interest thereon.
 
 DIRECTORS
 
 Mr. Manoj Chhabra holds office as Managing Director of the Company upto
 August 24, 2011. Subject to the requisite approvals, the Board at its
 Meeting held on April 29, 2011, has re-appointed Mr. Chhabra as
 Managing Director of the Company for a period of two years with effect
 from August 25, 2011, upon terms and conditions mentioned at Item No. 8
 read with the Explanatory Statement of the accompanying Notice of the
 ensuing Annual General Meeting.
 
 In accordance with the requirements of the Companies Act, 1956 and the
 Articles of Association of the Company, Mr. Rajesh G. Kapadia, Mr.
 Akshay R. Raheja and Ms. Ameeta A. Parpia retire by rotation at the
 forthcoming Annual General Meeting and being eligible, have offered
 themselves for re-appointment.
 
 As required, the requisite details of Directors seeking re-appointment
 are included in this Annual Report.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to the requirement under Section 217 (2AA) of the Companies
 Act, 1956, relating to Directors Responsibility Statement, the
 Directors, to the best of their knowledge and belief and according to
 the information and explanations obtained by them, confirm that:
 
 1.  in preparation of the Annual Accounts for the year ended March 31,
 2011, the applicable Accounting Standards have been followed and there
 has been no material departure;
 
 2.  they have selected such accounting policies and applied them
 consistently and made judgements 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 on March 31,2011 and of the profit of the Company for
 the year ended on that date;
 
 3.  they have taken proper and sufficient care to the best of their
 knowledge 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;
 
 4.  they have prepared the accounts for the year ended March 31, 2011
 on a going concern basis.
 
 PARTICULARS OF EMPLOYEES
 
 Pursuant to the provisions of Section 217 (2A) of the Companies Act,
 1956 read with the Companies (Particulars of Employees) Rules, 1975,
 the particulars are given in the statement which forms part of this
 Report. However, as per provisions of Section 219(1) (b) (iv) of the
 Companies Act, 1956, the Directors Report is being sent to all the
 shareholders excluding the aforesaid information. Any shareholder
 interested in obtaining a copy of the statement may write to the
 Companys
 
 Registered Office at Hyderabad or to its Corporate Office at Mumbai.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 The information relating to conservation of energy, technology
 absorption and foreign exchange earnings and outgo as required under
 Section 217(l)(e) of the Companies Act, 1956, read with the Companies
 (Disclosure of Particulars in the Report of Board of Directors) Rules,
 1988, is given in the Annexure A forming part of this Report.
 
 CORPORATE GOVERNANCE
 
 As per Clause 49 of the Listing Agreement with the Stock Exchanges, a
 separate section on Corporate Governance together with a certificate
 from the Companys Auditors confirming compliance is set out in the
 Annexure forming part of this Report.
 
 AUDITORS
 
 The Statutory Auditors, M/s. N. M. Raiji & Co., Chartered Accountants,
 hold office until the conclusion of the ensuing Annual General Meeting
 and have given their consent for re-appointment. A certificate from the
 Statutory Auditors has been received to the effect that their
 re-appointment, if made, would be within the prescribed limits under
 Section 224 (IB) of the Companies Act, 1956.
 
 The Branch Auditors, M/s. Borkar & Muzumdar, Chartered Accountants,
 hold office until the conclusion of the ensuing Annual General Meeting
 and have given their consent for re-appointment. A certificate from the
 Branch Auditors has been received to the effect that their
 re-appointment, if made, as the Branch Auditors of the H & R Johnson
 (India) and RMC Readymix (India) Divisions of the Company would be
 within the prescribed limits under Section 224 (IB) of the Companies
 Act, 1956.
 
 As per the requirement of the Central Government and pursuant to
 Section 233 B of the Companies Act, 1956, the Companys Cost Records in
 respect of cement for the year ended March 31, 2011 are being audited
 by Cost Auditors, M/s. N. I. Mehta & Co. The Cost Audit Report for the
 year ended March 31, 2010 required to be filed on or before September
 30,2010, was filed on September 27,2010.
 
 SUBSIDIARY AND JOINT VENTURE COMPANIES
 
 During the year under review the Companys subsidiaries and joint
 venture companies performed satisfactorily.
 
 Subsidiaries
 
 - Raheja QBE General Insurance Company Limited (RQBE), the general
 insurance subsidiary introduced significant number of liability
 products including other general insurance policies during the year.
 RQBE booked a gross written premium of Rs. 8.80 crores and earned an
 investment income of Rs. 12.36 crores for the year ended March 31,
 2011.  After requisite adjustments and tax provisions, the loss for the
 year under review was Rs. 7.27 crores.
 
 - Silica Ceramica Pvt. Limited (SCPL) has performed satisfactorily
 during the year. The Company increased its stake in the subsidiary from
 65.7% to 92.6% during the year under review. SCPL has increased its
 capacity from 7,500 m2 per day to 16,500 m2 per day in April 2011. The
 enhanced capacity would enable it to manufacture value-added,
 multi-coloured vitrified tiles and is likely to be commissioned by Ql
 of FY 2011-12.  Subsequent upgrade to manufacture value-added products
 is likely to be completed by Q2 of FY 2011- 12. A further capacity
 expansion for the plant is in progress to increase the capacity by
 9,000 m2 per day. This further expansion is likely to be completed by
 Q4 of FY 2011-12 and would increase the plant capacity to 25,500 m2 per
 day.
 
 H. & R. Johnson (India) TBK Limited, the wholly-owned subsidiary of the
 Company in the field of tile, bath and kitchen retailing has taken
 necessary steps to increase its geographical coverage. Its Joint
 Ventures have opened House of Johnson showrooms in Mumbai, Pune and
 Bangalore during the year taking the total number of JVs to 11 with 13
 showrooms.
 
 - During the year, the Company acquired the remaining 50% stake in
 Milano Bathroom Fittings Pvt. Limited (MBF). Post acquisition, MBF has
 become a wholly-owned subsidiary of the Company. MBF has a
 manufacturing plant in Baddi, Himachal Pradesh. The plants capacity
 has been increased from 3 lakh pieces per annum to 6 lakh pieces per
 annum in March 2011. It is now putting-up a plant in Jammu to
 manufacture bath fittings with a capacity of 6 lakh pieces per annum
 which is likely to be operational by Q4 of FY 2011- 12.
 
 - Lifestyle Investments Pvt Limited (LIPL) is an overseas wholly-owned
 subsidiary. During the year, LIPL received a dividend income of £
 2,07,249 from its investment in Norcros Pic.
 
 - RMC Readymix Porselano (India) Limited (erstwhile Porselano Tiles
 Limited) is a wholly-owned subsidiary of the Company.
 
 Toint Ventures (TV)
 
 - Ardex Endura (India) Pvt. Ltd., the Joint Venture with the German
 group Ardex, has performed satisfactorily during the year.
 
 - Sentini Ceramica Pvt. Ltd., the mid-segment glazed floor tile JV
 Company in Andhra Pradesh has performed satisfactorily during the year.
 
 - Antique Marbonite Pvt.- Ltd., the vitrified tile JV Company in
 Gujarat has performed satisfactorily during the year. The JV is
 setting-up a Plant to manufacture Quartz and Agglomerated marble which
 is slated to commence production by Q4 of FY 2011-12.
 
 - Spectrum Johnson Tiles Pvt. Ltd., the mid-segment wall tiles JV
 Company in Gujarat, has performed satisfactorily. The JV is putting up
 a floor tile manufacturing facility which would be operational by Ql of
 FY 2012-13.
 
 The financial data of the subsidiaries has been furnished along with
 the statement pursuant to Section 212 of the Companies Act, 1956
 forming part of the Annual Report. Further, pursuant to Accounting
 Standard (AS - 21) issued by the Institute of Chartered Accountants of
 India, the Company has presented the consolidated financial statements
 which include the financial information relating to its subsidiaries
 and forms part of the Annual Report.
 
 The Company shall provide a copy of the Annual Report and other related
 information of its subsidiary companies as required under Section 212
 of the Companies Act, 1956 to the shareholders of the Company and the
 subsidiaries upon their written request. These documents will also be
 available for inspection at the registered office of the Company and
 the registered offices of the respective subsidiary companies during
 working hours up to the date of the Annual General Meeting.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 The Consolidated Financial Statements have been prepared by the Company
 in accordance with the applicable Accounting Standards (AS - 21, AS -
 23 and AS - 27) issued by the Institute of Chartered Accountants of
 India.
 
 For the year ended March 31, 2011, the consolidated net profit of the
 Company and its subsidiary companies amounted to Rs. 104.95 crores as
 compared to Rs. 95.79 crores for the Company on a standalone basis.
 
 ACKNOWLEDGEMENTS
 
 The Board takes this opportunity to express its sincere appreciation of
 the excellent contribution made by all the employees towards the
 overall performance of the Company. The Directors also thank the
 shareholders, various Central and State Government departments/
 agencies, banks and other business associates for their valuable
 service and support during the year under review.
 
                           For and on behalf of the Board of Directors
 
                                                    RAJESH G. KAPADIA
  
                                                             Chairman
 
 Place : Mumbai 
 
 Date : April 29, 2011