Dear Shareholders,
 
 The Directors present the Eleventh Annual Report together with the
 Audited Accounts of your Company for the year ended 31st March, 2011.
 
 CORPORATE DEVELOPMENTS
 
 There were two significant developments during the year. Firstly, the
 Scheme of Amalgamation of Samruddhi Cement Limited (Samruddhi) with
 your Company (the Scheme) became effective from 1st August, 2010 and
 operative from the Appointed Date i.e. 1st July, 2010. In terms of the
 Scheme, 149,533,469 equity shares of Rs. 10/- each have been allotted to
 shareholders of Samruddhi including the Custodian(s) of the Global
 Depository Receipts (GDRs).
 
 Secondly, your Company''s wholly owned subsidiary, UltraTech Cement
 Middle East Investments Limited (UCMEIL) completed the acquisition of
 ETA Star Cement together with its operations in UAE, Bahrain and
 Bangladesh and acquired management control.
 
 Consequent to the above developments, your Company''s capacity stands
 augmented to 52 MMTPA placing it among the top 10 cement companies in
 the world.
 
 FINANCIAL RESULTS
 
                                                 (Rs. in Crores)
 
                                             2010-11*     2009-10
 
 Net Turnover                                 13,210        7,050
 
 Profit before Depreciation, Interest 
 and Tax (PBDIT)                               2,829        2,094
 
 Less: Depreciation                              766          388
 
 Profit before Interest and Tax (PBIT)         2,063        1,706
 
 Interest                                        277          118
 
 Profit before Tax (PBT)                       1,786        1,588
 
 Tax Expenses                                    382          495
 
 Profit after Tax                              1,404        1,093
 
 Add: Balance brought forward from 
 Previous Year                                 2,729        2,438
 
 Surplus available for appropriation           4,134        3,532 
 Appropriation
 
 Debenture Redemption Reserve                     59          (35)
 
 General Reserve                               1,100          750
 
 Dividend                                        164           75
 
 Corporate tax on Dividend                        27           12
 
 Balance transferred to Balance Sheet          2,784        2,729
 
 Total                                         4,134        3,532
 
 * On account of the amalgamation of Samruddhi with your Company w.e.f.
 1s'' July, 2010, the figures for FY11 are strictly not comparable with
 the corresponding period of the previous year. However comparable net
 turnover and PBIT for the previous year are Rs. 13,442 crores and f 3,373
 crores recasted so as to include Samruddhi''s figures for the period 1st
 July, 2009 to 31s'' March, 2010.
 
 OVERVIEW AND REVIEW OF OPERATIONS
 
 The financial year under review began on a positive note backed by the
 inherent strength of the Indian economy. Despite the stimulus measures
 announced earlier being gradually withdrawn, rise in domestic savings,
 growth in investments, revival of agriculture, manufacturing and
 service sectors resulted in the economy recording pre-financial crises
 growth rates and an acceleration in GDP. However, the economy started
 witnessing a rise in inflationary trend during the second half together
 with a tightening of the monetary policy, widening trade deficit,
 slowdown in corporate spending and escalation in global energy prices.
 
 In the short to middle term, the economy will be faced with a number of
 challenges - most importantly, the high level of inflation which is not
 indicating any signs of reduction and the hardening global energy
 prices. A number of measures in the form of monetary, fiscal and policy
 will be required to overcome these challenges. Despite this, the
 economy is poised for good growth and has the ability to sustain the
 same, linked to domestic consumption.
 
 The year 2010-11 was indeed challenging for the cement industry. Demand
 off-take was weaker than expected due to lower realty and
 infrastructure spending, extended monsoon, non- availability of railway
 wagons. Industry also witnessed capacity additions of around 28 MMT
 over and above the capacity addition of around 60 MMT in FY10. On the
 cost front, fuel and energy prices showed no signs of dropping. Prices
 of imported coal shot up by 37% while that of domestic coal rose by
 30%-150% in March, 2011.  Further, the cost of key inputs like fly ash,
 slag and other raw materials also rose significantly.  Rising interest
 rates is a matter of concern. The prevailing situation in the Middle
 East and surrounding regions adversely affected exports.  The
 combination of slower demand growth coupled with increased supply put
 pressure on cement pricing and margins.
 
 Against this background, your Company has produced 32.92 MMT of cement
 as against 32.11 MMT in previous year. Effective capacity utilisation
 was 81 % as against 86% in previous year on an expanded capacity. The
 aggregate sales volume of 34.67 MMT was at par with the previous year
 sales volume of 34.68 MMT.(Previous year figures have been recasted so
 as to include Samruddhi''s figures for the period 1st July, 2009 to 31st
 March, 2010).
 
 Your Company''s net turnover stood at Rs. 13,210 crores as against Rs.
 13,442 crores (recasted) achieved in the previous year. Profit before
 interest and tax stood at Rs. 2,063 crores as against Rs. 3,319 crores
 (recasted).
 
 Going forward, the Government''s increased focus on urban as well as
 rural infrastructure development, housing and an enhanced capital
 allocation towards infrastructure in the 12th - Five Year Plan, will be
 the major growth drivers.
 
 DIVIDEND
 
 Your Directors recommended a dividend of X 6/- per equity share (Rs. 6/-
 per equity share) of Rs. 10/- each for the year ended 31st March, 2011.
 The dividend distribution would result in a cash outgo of Rs. 191 crores
 (including tax on dividend of Rs. 27 crores) compared to Rs. 87 crores
 (including tax on dividend of X 12 crores) paid for the year 2009-10.
 The higher outgo is on account of new shares allotted to Samruddhi''s
 shareholders upon the amalgamation of Samruddhi with your Company.
 
 EMPLOYEE STOCK OPTION SCHEME
 
 During the year 157,509 stock options have been granted by your
 Company. Of these, 97,106 options have been granted to eligible
 employees of Samruddhi in terms of the Scheme.
 
 109,372 stock options vested in eligible employees. The ESOS
 Compensation Committee allotted 21,117 equity shares of Rs. 10/- each of
 your Company to some option grantees, pursuant to the exercise of stock
 options.
 
 The disclosure, as required 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 I to this
 Report.
 
 AWARDS
 
 As many of you must be aware, the Government of India has bestowed the
 prestigious Padma Bhushan Award on Mrs. Rajashree Birla, Director of
 your Company. This is in recognition of her exemplary contribution in
 the area of social work.  It is indeed a matter of pride for all of us.
 
 Your Company was the recipient of the Most Respected Company Award 2011
 in the Cement Sector from the Business World.
 
 A selective list of awards conferred upon your Company include:
 
 - Top Exporter Award from CAPEXIL for the 14th consecutive year.
 
 - The 9th Annual Greentech Global Safety Award 2010 from Greentech
 Foundation for Reddipalayam Cement Works (RDCW);
 
 - The Confederation of Indian Industry''s National Award for excellence
 in energy management 2010 Excellent Energy Efficient Unit upon RDCW;
 
 - Asian CSR Award, Kuala Lumpur, Malaysia, from Asian Institute of
 Management Center on Vikram Cement Works (VC) for its contribution to
 society;
 
 - Greentech Environmental Excellence Award for excellent contribution
 to environmental activities on VC.
 
 RESEARCH AND DEVELOPMENT
 
 Your Company''s Research and Development (R&D) efforts continue to be
 focused on the development of new products and processes that create
 value for its customers. While meeting customer needs is at the centre
 of all R&D activities, your Company is committed to sustainable
 development and looks at new ways to preserve the environment and
 manage resources responsibly. Towards this, your Company continues to
 maximise use of industrial waste, alternative sources of fuel and
 chemicals and mineral evaluation of captive limestone reserves.
 
 Your Company is closely engaged with the Aditya Birla Science and
 Technology Company Limited (ABSTCL). ABSTCL 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.  It is supported by state-of-the-art
 equipment set in a one-of-a-kind brand new technology-led environment
 and seeks advances in products, processes and applications in your
 Company''s products (mineralogy, clinkerisation and concrete).
 
 HUMAN RESOURCES
 
 Your Company believes that Human Resources play a very criticle role in
 its growth. Your Directors'' are pleased to inform you that the Aditya
 Birla Group of which your Company is a part, has been declared as one
 of the Best Employers in India by the Aon - Hewitt survey conducted
 recently.  The Group ranked second among two hundred other Indian
 organisations which took part. The process entailed a rigorous six
 months exercise involving HR Systems and processes audit, online survey
 with several employees, face to face meetings with Leadership teams, HR
 and a cross section of employees.
 
 Going forward, attracting and retaining talent will be a key challenge.
 Various initiatives have been launched to provide growth opportunities
 to employees and stem attrition. Notable initiatives for the current
 year include the rollout of the Employee Value Proposition and the
 Career Portal Platform to provide visibility of career opportunity to
 the employees.
 
 SAFETY
 
 Your Company lays significant importance on the safety of its
 employees, service providers, host communities and society at large.
 During the year, your Company has embarked upon a journey to achieve
 excellence in its Safety practices and performances. Your Company has
 enlisted M/s DuPont Sustainability Group, a consultancy wing of DuPont
 India to help in its aspiration to achieve safety excellence. DuPont is
 recognised worldwide for its strong safety culture.
 
 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 exchange 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 annexed to this
 Report.
 
 SUBSIDIARY COMPANIES
 
 The annual accounts of your Company''s subsidiaries viz. Dakshin Cements
 Limited, Harish Cement Limited, UltraTech Cement Lanka (Pvt) Limited
 and UCMEIL and the related detailed 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 the Annual
 Report.
 
 FINANCE
 
 Your Company has raised long term loans amounting to Rs. 90 crores to
 meet the requirement of capital expenditure and other approved
 purposes. Further, your Company''s wholly owned subsidiary viz.  UCMEIL
 has raised/arranged US$ 290 million (equivalent to Rs. 1,293 crores) for
 its operations in UAE, Bahrain and Bangladesh.
 
 CRISIL has re-affirmed the AAA/Stable/P1    rating for your Company''s
 long term borrowings and bank loan facilities. Your Company has
 adequate liquidity and a strong balance sheet.  CARE has also
 re-affirmed the 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 Act read with the Companies (Disclosure of
 Particulars in the Report of the Board of Directors) Rules, 1988 is
 given in Annexure II and forms part of 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 substance 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, 2011 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. Adesh Gupta and Prof. Nirmalya Kumar were appointed Additional
 Directors on the Board of your Company with effect from 26th October,
 2010 and 16th February, 2011 respectively. They hold office till the
 conclusion of the ensuing Annual General Meeting. Notices pursuant to
 Section 257 of the Act have been received from Members proposing Mr.
 Gupta and Prof. Kumar for appointment as Directors of your Company.
 
 Mr. R. C. Bhargava, Mr. S. Rajgopal and Mr. D. D.  Rathi retire from
 office by rotation and being eligible, offer themselves for
 re-appointment.
 
 The Board recommends these appointments / 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
 
 Pursuant to the provision of Section 233B of the Act, your Directors
 have appointed
 
 M/s. N.I. Mehta & Co., Cost Accountants, Mumbai and M/s. N. D. Birla &
 Co., Cost Accountants, Ahmedabad, jointly, as the Cost Auditors to
 conduct the Cost Audit of your Company for the financial year ending
 31st March, 2012, subject to the approval of the Central Government.
 M/s. N. D. Birla & Co., Cost Accountants, Ahmedabad was one of the Cost
 Auditors of the erstwhile Samruddhi and also Grasim Industries Limited.
 
 APPRECIATION
 
 Your Directors wish to take this opportunity to 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,                                                     Chairman
 
 26th April, 2011