Dear Members,
 
 The Directors are pleased to present the 44th Annual Report together
 with the Audited Accounts of your Company for the year ended 31st March
 2011.
 
 FINANCIAL RESULTS
 
                                                    (Rs. in Crores)
 
                                             Year Ended      Year Ended
                                             31.03.2011      31.03.2010
 
 Sales, Income from Operations & Other
 Income                                          743.43          611.52
 
 Gross Profit                                     94.47           95.68
 
 Interest                                          3.07            7.96
 
 Depreciation                                     14.82           17.28
 
 Profit Before Tax & Extra-ordinary Items         76.58           70.44
 
 Extra-ordinary Items                                 -            9.39
 
 Tax Provision (Net of Deferred Tax) 
 including Fringe Benefit Tax and Income 
 Tax for                                          14.57           11.00
 prior years
 
 Profit After Tax                                 62.01           50.05
 
 Profit brought forward from Previous Year        36.11           32.51
 
 Profit available for Appropriation               98.12           82.56
 
 Appropriations:
 
 Interim and Proposed Dividend                    28.26           14.13
 
 Corporate Tax on Dividend                         4.65            2.40
 
 General Reserve                                  29.10           29.92
 
 Balance carried to Balance Sheet                 36.11           36.11
 
                                                  98.12           82.56
 
 
 OVERALL PERFORMANCE AND OUTLOOK
 
 Income from Operations & Other Income during the financial year ended
 31st March 2011 was at Rs. 743.43 crores as against Rs. 611.52 crores
 last year, representing an increase of approximately 22% over the
 corresponding period of previous year. Profit after Tax for the year
 under review amounted to Rs. 62.01 crores after considering the
 Extra-ordinary Items of Rs. Nil (previous year Rs. 9.39 crores) as
 against Rs. 50.05 crores in the previous year representing an increase
 of approximately 24% over the previous year. Despite continuous
 pressure in rising input costs in the previous year, your Company was
 able to pass on most of the cost increases to its customers due to the
 strength of our brands. Sales value and volume growth was robust and
 the outlook for the current year remains strong across traditional
 trade and modern retail sales channels.
 
 As on 31st March 2011, the Reserves and Surplus of your Company stood
 at Rs. 172.95 crores.
 
 The outlook for the current year is encouraging.
 
 A detailed analysis of the operations of your Company during the year
 under report is included in the Management Discussion and Analysis
 Report, forming part of the Annual Report.
 
 DIVIDEND
 
 Your Directors are pleased to recommend for your consideration, a final
 dividend of Rs. 7 (Rupees Seven) per equity share (previous year Rs. 3
 per equity share) for the financial year 2010-11. Your Company had paid
 in February 2011, an interim dividend of Rs. 3 (Rupees Three) per
 equity share (previous year Rs. 2) for the financial year 2010-11.
 
 Accordingly, the total dividend declared by your Company for the
 financial year 2010-11 is Rs. 10 (Rupees Ten) per equity share
 (previous year Rs. 5 per equity share).
 
 SUB DIVISION OF EQUITY SHARES
 
 The Board of Directors of your Company proposed the sub-division of
 each existing equity share of the nominal value of Rs. 10 into 5 (Five)
 equity shares of the nominal value of Rs. 2 each fully paid up. The
 Record Date for the same shall be determined subsequently. The
 sub-dividion of equity shares is subject to your approval and also any
 other statutory and regulatory authorities, as applicable. The
 sub-division of equity shares has been recomended with a view to
 encourage greater participation from retail investors.
 
 EXPORTS AND INTERNATIONAL OPERATIONS
 
 Exports for the year ended 31st March 2011 was at Rs. 73.07 Crores as
 against Rs. 47.02 Crores in the previous year, an increase of
 approximately 56 % over the previous year. Whereas the global economy
 has not shown much signs of recovery, your Company has gained some
 share in certain countries including European markets. Your Company is
 expecting that with the introduction of its new ranges, it will be able
 to further strengthen the market share in the coming years.
 
 CARLTON TRAVEL GOODS LIMITED
 
 Carlton Travel Goods Limited (CTGL), the wholly owned subsidiary of
 your Company which sells and distributes brand Carlton in U.K. and
 European markets incurred heavy losses, both operationally as well as
 on currency translated losses in the year 2008-09. Since then, CTGL had
 undertaken several initiatives with a view to improve sales of the
 brand Carlton including that of launching new products for
 mid-to-premium customers and successfully gaining entry into key
 luggage stores and retail chains.''In spite of all these measures, there
 were no signs of recovery. Your Company instead of selling directly
 through its work force in U.K. appointed Distributors to reduce fixed
 cost overheads. Your Company also started direct billing in USD rather
 than GBP to most customers. These initiatives will not only grow sales
 and ensure strong presence of brand Carlton in UK and European
 markets but also stem any further losses and minimize cross currency
 exposures.
 
 RESEARCH & DEVELOPMENT
 
 The Research and Development (R&D) centre of your Company is actively
 engaged in upgradation of technologies, processes and development of
 quality products towards ensuring technological leadership for your
 Company in the years to come.
 
 The R&D centre continues to be recognized by the Department of
 Scientific & Industrial Research, of the Government of India.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to the requirements under Section 217(2AA) of the Companies
 Act, 1956 with respect to the Directors'' Responsibility Statement, it
 is hereby confirmed:
 
 (i) that in the preparation of the annual accounts for the financial
 year ended 31st March, 2011, the applicable accounting standards have
 been followed along with proper explanation relating to material
 departures, if any;
 
 (ii) that your Directors 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 your Company at the end of the financial year and of the
 profits of your Company for the year under review;
 
 (iii) that your Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 for safeguarding the assets of
 your Company and for preventing and detecting fraud and other
 irregularities;
 
 (iv) that your Directors have prepared the accounts for the financial
 year ended 31st March, 2011 on a ''Going Concern'' basis.
 
 MANAGEMENT DISCUSSION & ANALYSIS REPORT AND REPORT ON CORPORATE
 GOVERNANCE
 
 Pursuant to Clause 49 of the Listing Agreement with the Stock
 Exchanges, the Management Discussion and Analysis Report, the Report on
 Corporate Governance and the Certificate in respect of compliance of
 requirements of Corporate Governance, are annexed to this Report and
 forms part of this Annual Report.
 
 SUBSIDIARIES
 
 In terms of the approval granted by the Central Government under
 Section 212(8) of the Companies Act, 1956, copies of the Balance Sheet,
 Profit and Loss Account, Report of the Board of Directors and Auditors
 of Carlton Travel Goods Limited and Blow Plast Retail Limited have not
 been attached with the Balance Sheet of your Company.
 
 However, the Consolidated Financial Statements of your Company, which
 include the financial results of Carlton Travel Goods Limited and Blow
 Plast Retail Limited are included in this Annual Report. Further, a
 statement containing the particulars prescribed under the terms of the
 said exemption for Carlton Travel Goods Limited and Blow Plast Retail
 Limited is also enclosed. Copies of the relevant audited annual
 accounts of Carlton Travel Goods Limited and Blow Plast Retail Limited
 can also be sought by any Shareholder on making a written request to
 the Secretarial Department at the Registered Office of your Company in
 this regard. The annual accounts of Carlton Travel Goods Limited and
 Blow Plast Retail Limited are also available for inspection by any
 Shareholder at the Registered Office of your Company and at the
 respective Head Offices of Carlton Travel Goods Limited and Blow Plast
 Retail Limited.
 
 INSURANCE
 
 All the assets of your Company, including Plant & Machinery, Buildings,
 Equipments etc. have been adequately insured.
 
 DEPOSITORY
 
 Your Company''s shares are tradable compulsorily in electronic form and
 your Company has established connectivity with both the depositories,
 i.e. National Securities Depository Limited (NSDL) and Central
 Depository Services (India) Limited (CDSL).
 
 PUBLIC DEPOSITS
 
 Your Company had not received instructions from 43 depositors for
 repayment of deposits amounting to Rs. 6,36,000 (Rupees Six Lakhs
 Thirty Six Thousand) as at 31s1 March, 2011. None of these deposits
 have been repaid since then.
 
 CENTRAL GOVERNMENT APPROVAL UNDER SECTION 211 AND 212 OF THE COMPANIES
 ACT, 1956
 
 On an application made by your Company under Section 211 of the
 Companies Act, 1956, the Central Government vide its letter No.
 46/29/2011-CL-l 11 dated 18th January, 2011 exempted your Company from
 giving disclosure of quantitative details in compliance of Schedule VI
 to the Companies Act, 1956 in this Annual Report.
 
 On an application made by your Company under Section 212(8) of the
 Companies Act, 1956, the Central Government vide its letter No.
 47/16/2011-CL-l 11 dated 9th February, 2011, exempted your Company from
 attaching a copy of the Balance Sheet and the Profit and Loss Account
 of the Subsidiary Companies and other documents to be attached under
 Section 212(1) of the Annual Report of your Company. Accordingly, the
 said documents are not being attached with the Balance Sheet of your
 Company. A gist of the financial performance of the Subsidiary
 Companies is contained in this Report. The annual accounts of the
 Subsidiary Companies are open for inspection by any shareholder and
 your Company will make available these documents/details upon request
 by any shareholder of your Company or to any investor of its Subsidiary
 Companies who may be interested in obtaining the same. Further, the
 annual accounts of the Subsidiary Companies will also be kept for
 inspection by any Shareholder at the Registered Office of your Company
 and at the respective Head Offices of the subsidiary companies.
 
 DIRECTORS
 
 Mr. T Premanand was appointed as a Whole-time Director of your Company
 designated as Director - Works, for a period of 5 years with effect
 from 27th July, 2010. The necessary approval of shareholders is being
 sought in the ensuing Annual General Meeting for the appointment and
 payment of remuneration to Mr. T Premanand as Director - Works of your
 Company.
 
 Mr. Nabankur Gupta was appointed as an Additional Director of your
 Company with effect from 13th May, 2011 and holds office till the
 conclusion of the ensuing Annual General Meeting. The necessary
 approval of shareholders is being sought in the ensuing Annual General
 Meeting for the appointment of Mr. Nabankur Gupta as Director of your
 Company.
 
 Mr. Sudhir Jatia ceased to be the Managing Director of your Company
 with effect from 30th April 2010. Mr. Jatia continued as a
 non-executive Director of your Company with effect from 1st May 2010.
 Subsequently, Mr. Jatia has resigned as a Director of your Company
 w.e.f. 31st March, 2011.
 
 Mr. Dilip G. Piramal and Mr. Vivek Nair, Directors retire by rotation
 and being eligible, offer themselves for re-appointment.  Pursuant to
 Clause 49 of the Listing Agreement, information on Directors retiring
 by rotation is provided as a part of the Notice convening the ensuing
 Annual General Meeting.
 
 AUDITORS
 
 M/s. M. L. Bhuwania & Co., Chartered Accountants, Statutory Auditors
 retire at the ensuing Annual General Meeting and being eligible, have
 expressed their willingness to continue, if so appointed. As required
 under the provisions of Section 224 of the Companies Act, 1956, your
 Company has obtained a written certificate from the Statutory Auditors
 proposed to be re-appointed to the effect that their re-appointment, if
 made, would be in conformity with the limits specified in the said
 Section.
 
 A proposal seeking their re-appointment is provided as a part of the
 Notice convening the ensuing Annual General Meeting.
 
 During the year, Ernst & Young Private Limited, were appointed as one
 of the Internal Auditors of your Company to evaluate the current state,
 identification of performance gaps, prioritize improvement
 opportunities and future state vision across all functions of your
 Company.
 
 CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 Information as required in terms of the provisions of Section 217(1)(e)
 of the Companies Act, 1956 read with the Companies (Disclosure of
 Particulars in the Report of the Board of Directors) Rules, 1988,
 regarding conservation of energy, technology absorption and foreign
 exchange earnings and outgo is annexed herewith and forms part of this
 Report as Annexure (A).
 
 PARTICULARS OF EMPLOYEES & EMPLOYEE STOCK OPTION SCHEME
 
 Information as per Section 217(2A) of the Companies Act, 1956 (the
 Act) read with the Companies (Particulars of Employees) Rules, 1975
 forms part of this Report. As per the provisions of Section
 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to the
 shareholders of your Company excluding the statement on particulars of
 employees under Section 217(2A) of the Act. Any shareholder interested
 in obtaining a copy of the said statement may write to the Secretarial
 Department at the Registered Office of your Company.
 
 During the year under review, no fresh stock options have been granted
 by your Company. Accordingly, no new equity shares have been allotted
 under the Employee Stock Option Scheme of your Company. Hence, no
 disclosure under the Securities and Exchange Board of India (Employee
 Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,
 1999 have been made during the year under review.
 
 INDUSTRIAL RELATIONS
 
 Industrial relations remained cordial throughout the year under review.
 
 ACKNOWLEDGEMENT
 
 Your Directors record their gratitude to the Financial Institutions,
 Banks and other Government departments for their continued assistance
 and co-operation extended to your Company during the year under report.
 
 Your Directors also wish to place on record, their appreciation for the
 dedicated services of the employees of your Company at all levels.
 
                                   On behalf of the Board of Directors
 
                                                      DILIP G. PIRAMAL
 
                                                              Chairman
 
 Place : Mumbai
 
 Date : 10th August, 2011