Dear Shareholders,
 
 The Directors present the Twelfth Annual Report together with the
 Audited Accounts of your Company for the year ended 31st March, 2012.
 
 FINANCIAL RESULTS                                (Rs in Crores)
 
                                  2011-12     2010-11*      2010-11
                                (Reported)   (Recasted)   (Reported)
 
 Net Turnover                     18,166       15,406       13,206
 
 Profit before Depreciation, 
 Interest and Tax (PBDIT)          4,519        3,453        2,822
 
 Depreciation                        902          877          766
 
 Profit before Interest and 
 Tax (PBIT)                        3,617        2,576        2,056
 
 Interest                            224          324          273
 
 Profit before Tax (PBT)           3,393        2,252        1,783
 
 Tax Expenses                        947          533          379
 
 Profit after Tax                  2,446        1,719        1,404
 
 *On account of the amalgamation of erstwhile Samruddhi Cement Limited
 (Samruddhi) with your Company w.e.f. 1st July, 2010, the figures for
 FY11 have been recasted so as to include Samrudhi''s figures for the
 period 1st April, 2010 to 30th June, 2010 for a better understanding.
 For the purpose of comparison, the recasted figures have been used in
 this Directors'' Report to the Shareholders
 
 OVERVIEW AND REVIEW OF OPERATIONS
 
 The cement industry recorded a growth of 7% during FY12 as against 5.7%
 in FY11. Overall, the year was challenging with lower growth in
 industrial production, slow-down in government spending, continuing
 high rate of inflation and depreciation of the rupee. These factors had
 an adverse impact on the economy with lower GDP growth of 6.5% as
 against GDP of 8.4% in the previous year.
 
 Rising input costs, slow pace of housing, infrastructure development
 and the impact of global slowdown constrained the performance of the
 cement industry. Nonetheless, the Government''s focus on inclusive
 growth and infrastructure together with enhanced capital allocation
 towards infrastructure in the 12th Five year plan augurs well for the
 industry.
 
 Against this background, your Company has produced 39.43 MMT of cement
 as against 38.22
 
 MMT in the previous year. Effective capacity utilisation was 83% as
 against 82%. While the aggregate sales volume was 40.73 MMT as against
 39.74 MMT in the earlier year.
 
 Your Company''s net turnover stood at Rs. 18,166 crores vis-à-vis Rs. 15,406
 crores achieved in the previous year. Profit before interest and tax
 was at Rs. 3,617 crores as against Rs. 2,576 crores is the previous year.
 
 DIVIDEND
 
 Your Directors have recommended a dividend of Rs. 8/- per equity share (Rs.
 6/- per equity share) of Rs. 10/- each for the year ended 31st March,
 2012.  The dividend distribution would result in a cash outgo of Rs. 255
 crores (including tax on dividend of Rs. 36 crores) compared to Rs. 191
 crores (including tax on dividend of Rs. 27 crores) paid for the year
 2010-11.
 
 CAPITAL EXPENDITURE
 
 Your Company has a capital outlay of Rs. 10,400 crores. The capex
 pertains to a number of projects.  These include - clinkerisation
 plants through brownfield expansion at Chhattisgarh and Karnataka,
 together with additional grinding units, waste heat recovery systems,
 bulk packaging terminals and ready mix concrete plants. These projects
 are expected to be operational from early FY14.
 
 On completion of this round of capex, your Company''s cement capacity
 will be augmented by 10 mtpa to 62 mtpa; captive power capacity from
 529 MW to 674 MW and green power through Waste Heat Recovery from 4 MW
 to 69 MW.
 
 These projects are being funded through a judicious mix of internal
 accruals and borrowings.
 
 CORPORATE GOVERNANCE
 
 Your Directors reaffirm their continued commitment to good corporate
 governance practices. During the year under review, your Company was in
 compliance with the provisions of Clause 49 of the Listing Agreement
 with the stock exchanges relating to corporate governance.
 
 The compliance report is provided in the Corporate Governance section
 of the Annual Report. The auditor''s certificate on compliance with the
 provisions of Clause 49 of the Listing Agreement is given in Annexure I
 to this Report.
 
 EMPLOYEE STOCK OPTION SCHEME
 
 During the year 50,445 stock options were vested in eligible employees.
 The ESOS Compensation Committee allotted 23,636 equity shares of Rs. 10/-
 each of your Company upon exercise of stock options by the employees.
 
 The disclosure, under Clause 12 of Securities and Exchange Board of
 India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
 Guidelines, 1999 is set out in Annexure II to this Report.
 
 A certificate from the Statutory Auditor on the implementation of your
 Company''s Employees Stock Option Scheme will be placed at the ensuing
 Annual General Meeting for inspection by the Members.
 
 AWARDS
 
 In recognition of the extraordinary contribution made towards setting
 corporate governance standards in India, for authoring the first ever
 Securities and Exchange Board of India (SEBI) initiated Corporate
 Governance Report in India and for benchmarkable Governance standards
 in Aditya Birla Group companies, the Asian Centre for Corporate
 Governance and Sustainability has conferred the Transformational
 Leader Award on your Company''s Chairman, Mr. Kumar Mangalam Birla.
 
 A selective list of awards conferred upon your Company includes:
 
 - Rolta Corporate Award 2011 from Dun and Bradstreet conferred on
 your Company for being a distinguished performer and leader in India''s
 cement sector.
 
 - Top Exporter Award from CAPEXIL for the 15th consecutive year.
 
 - Businessworld FICCI-SEDF CSR Award – 2010 from FICCI for Vikram
 Cement Works (VCW).
 
 - Rajiv Gandhi National Award – Clean Technology from Ministry of
 Environment and Forest for VCW.
 
 - CII Environmental Best Practices Award 2012 for innovative
 alternative fuel usages from CII for VCW.
 
 - ASSOCHAM CSR Excellence Award from Ministry of Corporate Affairs,
 Government of India for Birla White (BW).
 
 RESEARCH AND DEVELOPMENT
 
 Your Company''s Research and Development (R&D) activities are expanding
 in line with its growing operations. These are focused on development
 of new products and processes that create value for its customers. Your
 Company is closely engaged with Aditya Birla Science and Technology
 Company Limited (ABSTCL) which is the corporate research and
 development centre for the Aditya Birla Group.  ABSTCL supports the
 broad diversity of the Group''s businesses through multi-disciplinary
 teams of expert scientists and engineers who lead fundamental and
 applied research projects.
 
 Your Company is committed to sustainable development and looks at new
 ways to preserve the environment and manage resources responsibly. Your
 Company continues to maximise use of industrial waste, alternative
 sources of fuel and chemicals and mineral evaluation of captive
 limestone reserves. Your Company also has an R&D centre located at its
 Unit in Neemuch, Madhya Pradesh.
 
 HUMAN RESOURCES
 
 The human resource philosophy and strategy of your Company is
 structured to attract and retain the best talent, creating a workplace
 environment that keeps employees engaged, motivated and encourages
 innovation. This talent has, through strong alignment with your
 Company''s vision, successfully built and sustained your Company''s
 standing as one of India''s most admired and valuable corporations.
 
 SAFETY
 
 Your Company is committed to the safety of its employees, service
 providers, host communities and society at large. During the year, your
 Company has initiated the Safety Excellence Journey in association
 with DuPont Sustainable Solution Group, a global leader in safety, to
 achieve excellence in safety practice and performance.  As a part of
 this initiative, your Company has set up an Apex Safety Council called
 Safety Board headed by the Whole-time Director. It provides strategic
 direction, sets the priority and deals with behavior issues. The
 internal Safety structure has also been restructured to facilitate the
 involvement of line functions in formulating and reinforcing safety
 standard, rules and procedures.
 
 SUBSIDIARY COMPANIES
 
 In accordance with the general exemption granted by the Ministry of
 Corporate Affairs, Government of India, the Balance Sheet, Statement of
 Profit and Loss, Directors'' Report, Auditors'' Report etc.  of the
 subsidiary companies are not attached with this Annual Report of your
 Company.
 
 The annual accounts of your Company''s subsidiaries viz. Dakshin Cements
 Limited, Harish Cement Limited, UltraTech Cement Middle East
 Investments Limited (UCMEIL), UltraTech Cement Lanka (Pvt) Limited and
 PT UltraTech Mining Indonesia and the related information shall be made
 available to shareholders of your Company and its subsidiaries upon
 receipt of a request from them. They will also be kept open for
 inspection at the Registered Office of your Company and its
 subsidiaries during business hours.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 The Consolidated Financial Statements have been prepared in accordance
 with the applicable Accounting Standards and the provisions of the
 Listing Agreement with the stock exchanges and forms part of this
 Annual Report.
 
 FINANCE
 
 Your Company has raised Rs. 1,116 crores by way of External Commercial
 Borrowings (ECBs). ECBs amounting to Rs. 525 crores have been extended
 for a period of 3 to 5 years. All foreign currency borrowings
 outstanding are fully hedged. These are being utilised for financing
 the various capex initiatives of your Company.
 
 Your Company has repaid long term borrowings (Non-Convertible
 Debentures and Foreign Currency Borrowings) amounting to Rs. 981 crores.
 
 CRISIL has reaffirmed the CRISIL AAA/Stable and CRISIL A1  rating
 for your Company''s long term borrowings and bank loan facilities
 respectively. Your Company has adequate liquidity and a strong balance
 sheet. CARE has also reaffirmed the CARE AAA rating of the Non-
 Convertible Debentures of Rs. 500 crores transferred from Samruddhi upon
 its amalgamation with your Company.
 
 Your Company has not accepted any fixed deposits and, as such, no
 amount of principal or interest on fixed deposit was outstanding as of
 the balance sheet date.
 
 ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
 
 Information on conservation of energy, technology absorption and
 foreign exchange earnings and outgo, required to be disclosed pursuant
 to section 217(1)(e) of the Companies Act, 1956 (the Act) read with
 the Companies (Disclosure of Particulars in the Report of the Board of
 Directors) Rules, 1988 is given in Annexure III to this Report.
 
 PARTICULARS OF EMPLOYEES
 
 In accordance with the provisions of Section 217(2A) of the Act read
 with the Companies (Particulars of Employees) Rules, 1975, the names
 and other particulars of employees are to be set out in the Directors''
 Report, as an addendum thereto. However, in line with the provisions of
 Section 219(1)(b)(iv) of the Act, the Report and Accounts as set out
 therein, are being sent to all Members of your Company excluding the
 aforesaid information about the employees. Any Member, who is
 interested in obtaining these particulars about employees, may write to
 the Company Secretary at the Registered Office of your Company.
 
 DIRECTOR''S RESPONSIBILITY STATEMENT
 
 The Audited Accounts for the year under review are in conformity with
 the requirements of the Act and the Accounting Standards. The financial
 statements reflect fairly the form and substances of transactions
 carried out during the year under review and reasonably present your
 Company''s financial condition and results of operations.
 
 Your Directors confirm that:
 
 I. in the preparation of the Annual Accounts, applicable accounting
 standards have been followed along with proper explanations relating to
 material departures, if any;
 
 II.  the accounting policies selected have been applied consistently
 and judgments and estimates are made that are reasonable and prudent so
 as to give a true and fair view of the state of affairs of your Company
 as at 31st March, 2012 and of the profit of your Company for the year
 ended on that date;
 
 III.  proper and sufficient care has been taken for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Act for safeguarding the assets of your Company and for preventing and
 detecting frauds and other irregularities;
 
 IV.  the Annual Accounts of your Company have been prepared on a going
 concern basis.
 
 DIRECTORS
 
 Mr. N. J. Jhaveri resigned from the Board of your Company with effect
 from 4th April, 2012. The Board places on record its deep appreciation
 for the services rendered by Mr. Jhaveri during his tenure as Member of
 the Board.
 
 Mr. M. Damodaran was appointed Additional Director on the Board of your
 Company with effect from 16th April, 2012. Mr. Damodaran holds office
 upto the date of the ensuing Annual General Meeting.  Notice pursuant
 to Section 257 of the Act has been received from a member proposing Mr.
 Damodaran for appointment as Director of your Company.
 
 Mr. G. M. Dave, Mr. Kumar Mangalam Birla and Mr. S. B. Mathur retire
 from office by rotation and being eligible, offer themselves for
 re-appointment.
 
 The Board recommends these appointment / re- appointments.
 
 Resolutions seeking your approval on these items are included in the
 Notice convening the Annual General Meeting together with a brief
 resume of the Directors being appointed / re-appointed.
 
 AUDITORS
 
 M/s. Deloitte Haskins & Sells, Chartered Accountants, Mumbai and M/s.
 G.P. Kapadia & Co., Chartered Accountants, Mumbai were appointed Joint
 Statutory Auditors of your Company from the conclusion of the previous
 Annual General Meeting until the conclusion of the ensuing Annual
 General Meeting. Being eligible, they offer themselves for
 re-appointment as auditors of your Company.
 
 The Board proposes the re-appointment of M/s. Deloitte Haskins & Sells,
 Chartered Accountants, Mumbai and M/s. G.P. Kapadia & Co., Chartered
 Accountants, Mumbai, as Joint Statutory Auditors of your Company based
 on the recommendation of the Audit Committee, to hold office from the
 conclusion of the ensuing Annual General Meeting until the conclusion
 of the next Annual General Meeting.
 
 The Board also proposes the re-appointment of M/s. Haribhakti & Co.,
 Chartered Accountants, Mumbai as the Branch Auditor of your Company''s
 Unit''s at Jafrabad and Magdalla in Gujarat and Ratnagiri in
 Maharashtra, based on the recommendation of the Audit Committee, to
 hold office from the conclusion of the ensuing Annual General Meeting
 until the conclusion of the next Annual General Meeting. In terms of
 the provisions of the Act, the Board also seeks your approval for the
 appointment of Branch Auditors in consultation with your Company''s
 Statutory Auditor''s for any other Branch/Unit/Division of your Company,
 which may be opened/acquired/installed in future in India or abroad.
 
 Resolutions seeking your approval on these items are included in the
 Notice convening the Annual General Meeting.
 
 The observation made in the Auditor''s Report are self-explanatory and
 therefore, do not call for any further comments under Section 217(3) of
 the Act.
 
 COST AUDITORS
 
 In terms of the provisions of Section 233B of the Act, the Board of
 Directors of your Company have on the recommendation of the Audit
 Committee, appointed M/s. N. I. Mehta & Co., Cost Accountants, Mumbai
 and M/s. N. D. Birla & Co., Cost Accountants, Ahmedabad, as Cost
 Auditors, to conduct the cost audit of your Company for the financial
 year ending 31st March, 2013, subject to the approval of the Central
 Government.
 
 The Audit Committee has received a certificate from the Cost Auditors
 certifying their independence and arm''s length relationship with your
 Company. In accordance with Cost Audit (Report) Rules, 2001, the due
 date for filing the Cost Audit Report for the financial year ended 31st
 March, 2011 was 30th September, 2011 and the same was filed on 21st
 September, 2011 vide SRN No. B20929535 with the Ministry of Corporate
 Affairs, New Delhi.
 
 APPRECIATION
 
 Your Directors express their deep sense of gratitude to the banks,
 financial institutions, stakeholders, business associates, Central and
 State Governments for their co-operation and support and look forward
 to their continued support in future.
 
 We very warmly thank all of our employees for their contribution to
 your Company''s performance.  We applaud them for their superior levels
 of competence, dedication and commitment to your Company.
 
                                   For and on behalf of the Board
 
                                             Kumar Mangalam Birla
 Mumbai, 23rd April, 2012                                Chairman