Services > Company Profile > Director's Reports
ITC Ltd Cigarettes
BSE Code
500875
ISIN Demat
INE154A01025
Book Value
20.35
NSE Symbol
ITC
Div & Yield %
1.84127
Market Cap (Rs Cr.)
187016.128
P/E
32.06434
EPS
7.46
Face Value
1
ITC LIMITED

ANNUAL REPORT 2010-2011

DIRECTOR'S REPORT

Your Directors submit their Report for the financial year ended 31st March, 
2011.

SOCIO-ECONOMIC ENVIRONMENT

World output staged a smart recovery in 2010 growing by 5% during the  year 
after a decline of 0.6% in 2009. While growth in the first half of the year 
stood  at 5.25%, there was a marked deceleration in the second  half  which 
recorded  a growth of 3.75%. Receding fears of a global depression in  2009 
initially led to a lower rate of destocking by business and subsequently to 
a  phase of rebuilding depleted inventories. This fostered a sharp  rebound 
in  industrial production and trade which lasted through the first half  of 
2010.  Simultaneously, accommodative policies adopted by most  governments, 
improvement  in  business confidence and  financial  conditions  encouraged 
investments  and  helped  arrest  rising  unemployment  levels  and   boost 
consumption. Consequently, recovery has become more self-sustaining and the 
risk  of  a  double-dip recession in advanced  economies  has  abated.  The 
recovery,  however, is broadly moving at two speeds. While economic  growth 
in  the  advanced economies remained modest at around 3% in  2010  after  a 
decline of 3.4% in 2009, emerging and developing economies recorded  robust 
growth in excess of 7% during the year - led primarily by China and  India. 
According  to the International Monetary Fund (IMF), world real GDP  growth 
for  2011  is forecast at 4.4%, representing a modest  slowdown  from  2010 
levels.  Real  GDP in the advanced economies is expected to  grow  by  2.5% 
while that in the emerging and developing economies is forecast to grow  by 
6.5%.  However, downside risks to these estimates continue to outweigh  the 
upsides. In the case of advanced economies, the key concerns revolve around 
weak  sovereign  balance sheets, the possibility of financial  troubles  in 
peripheral Euro area spreading to core Europe, high levels of unemployment, 
the  continued  weakness  of  the US real estate market  and  the  lack  of 
progress  in  formulating medium-term fiscal consolidation  plans.  In  the 
emerging  economies, key risks relate to overheating, asset price  bubbles, 
rapid  rise  in inflationary pressures, spurt in commodity prices  and  the 
potential for boom-bust cycles could eventually result in a hard landing in 
these  economies.  With  emerging  markets accounting  for  40%  of  global 
consumption and two-thirds of global growth, a slowdown in these  economies 
could dent global recovery significantly.

Closer home, after growing at 8.0% in 2009/10, the Indian economy picked up 
further  steam  in 2010/11 recording a real GDP growth of 8.6%  during  the 
year.  While the Agricultural sector posted an above-trend growth  of  5.4% 
aided in part by a low base effect, Industry and Services grew by 8.1%  and 
9.6% respectively. After clocking an impressive growth of 8.9% in the first 
half of the year, the economy showed signs of moderation in the second half 
especially  in  capital goods production and investment  spending.  A  good 
performance  on  the external front with exports growing by 37.5%  even  as 
imports  grew  by 21.6% during the year helped reduce the  Current  Account 
Deficit  to approximately 2.5% of GDP from 2.8% in the previous  year.  The 
Centre's  Fiscal Deficit for the year stood at 5.1% of GDP - a  significant 
improvement  from  6.4%  recorded  in  2009/10  -  driven  by  buoyant  tax 
collections and proceeds of the 3G spectrum auction. However, amongst these 
positives, the persistently high level of inflation in the economy  despite 
good  monsoons was a key cause for concern. The year-on-year  headline  WPI 
inflation started trending up from December 2009 through to April 2010 when 
it  touched 11%. After remaining in double digits from April 2010  to  July 
2010,  headline inflation moderated progressively to 7.5% in November  2010 
before  reversing  the  trend  from December  2010  mainly  due  to  supply 
bottlenecks  in  food  items. Inflation levels  remained  elevated  in  the 
December  2010  to March 2011 period mainly on account of fuel,  power  and 
non-food  manufacturing products. Thus, the inflationary pressures,   which 
emanated  from food items clearly spilled over and became  generalised,  as 
the year progressed. The recent slowdown in Industrial growth, as reflected 
by the Index of Industrial Production (IIP) and data pertaining to the  six 
core industries, is also a cause for concern.

According  to the monetary policy statement released on May 3, 2011,  RBI's 
baseline growth projection for the Indian economy is expected to slow  down 
to  8% with year-end WPI inflation estimated at 6% with an upward bias.  As 
the  policy challenge shifts to taming inflation, the economy will have  to 
contend  with high interest rates which in turn could impact growth.  Risks 
to  global recovery as stated earlier, high commodity prices especially  of 
oil - with Brent crude crossing USD 120 per barrel in April 2011  triggered 
by  events  in  the MENA (Middle East and North  Africa)  region,  elevated 
levels  of inflation including in food prices, high subsidy burden  arising 
out  of  high  oil  prices and commitments  arising  out  of  the  proposed 
implementation  of  the National Food Security Bill pose the  key  downside 
risks  to  economic growth in the near term. In the medium  to  long  term, 
India's  economic  growth  engine is expected to  be  powered  by  multiple 
drivers such as the increasing momentum in the savings and investment rates 
(which should further improve with India's demographic dividend playing out 
in  the ensuing years), a vibrant services sector, a large domestic  demand 
base and the emergence of internationally competitive firms. The  challenge 
of  raising  the growth bar to the desired  double-digit  levels,  however, 
remains daunting and would require, inter-alia, significant improvement  in 
agricultural  productivity, step up in investments especially  in  physical 
and  social infrastructure, skill development, achieving  energy  security, 
job  creation  and addressing the governance deficit. As  captured  in  the 
Union  Finance  Minister's  2011  Budget speech,  '...in  the  medium  term 
perspective,  our three priorities of sustaining a high growth  trajectory; 
making  development more inclusive; and improving our institutions,  public 
delivery and governance practices, remain relevant.'

India's rapid economic growth in recent years and the prospects of building 
further on this momentum in the medium to long-term has led it to command a 
new  respect  in  the world order. According to  recent  studies  India  is 
expected  to  be  the third largest economy by  2050.  India's  demographic 
trends  indicate  that the nation will add over 200 million people  to  the 
working age population over the next 20 years, more than any other  country 
in  the  world.  Several  studies indicate a  near  tripling  of  household 
disposable  incomes and a burgeoning middle-class which will comprise  over 
40% of India's population and grow ten-fold to touch 583 million people  by 
2025.  These  trends augur well for the nation and could  provide  enormous 
opportunities for private enterprise and sustaining the growth  trajectory. 
Yet,  with 17% of the world's population, 2.4% of global land mass,  4%  of 
the  world's freshwater resources and 1% of the world's  forest  resources, 
the  pressure of economic growth on the country's natural capital  will  be 
enormous.  Equally,  the need to make economic growth  more  equitable  and 
inclusive is compelling.

A comprehensive growth strategy for rural India, including the agricultural 
sector which continues to underperform, is necessary to address the serious 
issues  relating to sustainability and inclusive growth.  The  government's 
focus  on  social sector programmes such as Bharat Nirman,  National  Rural 
Employment  Guarantee Scheme (NREGS), Sarva Shiksha Abhiyan, food  security 
legislation and strategies to improve benefit delivery mechanisms have  the 
potential  to transform the Indian rural landscape. It is here that  unique 
business  models  like the ones forged by your Company can  supplement  the 
efforts of the government in creating societal value and enhancing societal 
capital. It is an essential pre-requisite of rural development that markets 
are co-created with local communities and in a constructive public-private-
people partnership. 

Your  Company's  e-Choupal  network is a close replica of  this  model.  It 
provides  the  farming  community with value-added services  such  as  crop 
advisories,  advance  weather  forecasts, output  price  discovery,  direct 
communication  tools  and distribution of unadulterated  agri  inputs.  The 
footprint  of this network is well established to source most  requirements 
of your Company's Branded Packaged Foods business and is poised to grow  in 
line with entry into newer categories. Similarly, your Company's unique and 
path-breaking  Choupal Pradarshan Khet' (CPK) initiative, a  collaborative 
and  paid extension service aimed towards enhancing farm productivity  with 
emphasis on adoption of sustainable agricultural best practices,  continues 
to  attract  the  interest of both farmers and  partnering  companies.  The 
demonstration plots under CPK have recorded significant productivity  gains 
as  compared to control plots. An estimated 40,000 farmers participated  in 
this programme during the year.

In  line  with the national agenda of pursuing  sustainable  and  inclusive 
growth,  your Company is proactively engaged in enlarging its  contribution 
across  the  three  dimensions  of the Triple  Bottom  Line'  -  economic, 
environmental  and social - through investments and operations that  foster 
the  competitiveness of entire value chain that it is engaged in.  In  line 
with  this  philosophy,  it is your Company's  endeavour  to  embed  larger 
societal  goals in its various business models. Major initiatives  in  this 
direction include the e-Choupal network which is contributing to increasing 
rural incomes by providing a wide range of support services to the  farming 
community, the Social and Farm Forestry programmes which create sustainable 
livelihoods   among  marginal  farmers  and  poor  tribals,   adoption   of 
environment friendly technologies including the increasing use of renewable 
sources of energy, recycling processes and creation of rainwater harvesting 
structures. Such initiatives have combined to make ITC the only Company  in 
the  world, of comparable size, to be carbon positive',  water  positive' 
and waste recycling positive'.

The  following sections outline your Company's progress in pursuit  of  the 
Triple Bottom Line' objectives.

FINANCIAL PERFORMANCE

Your  Company,  in its Centenary Year, posted yet another year  of  stellar 
performance  with  an impressive topline growth and high  quality  earnings 
reflecting  the robustness of its corporate strategy of  creating  multiple 
drivers of growth. This performance is particularly noteworthy when  viewed 
against the backdrop of the extremely challenging business context in which 
this was achieved, namely, the steep increase in excise duties in the Union 
Budget 2010 coupled with the amplified impact of arbitrary increases in VAT 
on  cigarettes,  brand  building  and incubation  costs  of  the  new  FMCG 
businesses,  the impact of the significant investments made  in  augmenting 
distribution   infrastructure  and  the  gestation  costs  of   the   large 
investments in the Hotels business.

Gross  Turnover  for  the year grew by 16.5% to Rs.  30604.39  crores.  Net 
Turnover  at Rs. 21167.58 crores grew by 16.6% primarily driven by a  23.1% 
growth in the non-cigarette FMCG businesses, 22.9% growth in Agri  business 
and 17.6% growth in the Hotels segment. Pre-tax profits increased by  20.8% 
to  Rs.  7268.16  crores  while Post-tax  profits  at  Rs.  4987.61  crores 
registered a growth of 22.8%. Earnings Per Share for the year stands at Rs. 
6.49 (previous year - adjusted for Bonus Issue - Rs. 5.34). Cash flows from 
Operations  stood  at Rs. 7460 crores compared to Rs. 6632  crores  in  the 
previous year.

Your  Company completed 100 years in August 2010. It is a matter  of  great 
pride  to  reflect on the enormous progress made by your Company  over  the 
years. Your Company today is the leading FMCG marketer in India, the second 
largest  Hotel chain, the clear market leader in the Indian Paperboard  and 
Packaging  industry  and  the  country's  foremost  Agri  business  player. 
Additionally,  your Company's wholly owned subsidiary, ITC  Infotech  India 
Limited, is one of India's fast growing Information Technology companies in 
the mid-tier segment.

Over  the last fifteen years, your Company has created multiple drivers  of 
growth  by  developing a portfolio of world class businesses.  During  this 
period,  your  Company's Gross Turnover and Post-tax  profits  recorded  an 
impressive  compounded  growth of 12.7% and 21.7% per  annum  respectively. 
Profitability,   as  measured  by  Return  on  Capital  Employed   improved 
substantially  from  28.4% to 43.4% during this period.  Total  Shareholder 
Returns,  measured  in  terms  of increase  in  market  capitalisation  and 
dividends,  grew at a compounded rate of 25.6% during this period,  placing 
your Company amongst the foremost in the country in terms of efficiency  of 
servicing  financial  capital.  It is indeed a matter of  pride  that  your 
Company  was  ranked,  by The Boston  Consulting  Group,  an  international 
management  consultancy  firm,  amongst the top 10  global  consumer  goods 
companies  in terms of sustained shareholder value creation for the  period 
2005 - 2009. Your Company today is one of India's most admired and valuable 
corporations  with a market capitalisation in excess of Rs.  140000  crores 
and has consistently been, over the last fifteen years, amongst the top  10 
private sector companies in terms of market capitalisation.

Report of the Directors
Net Turnover at Rs. 21167.58 crores grew by 16.6% primarily driven by
a 23.1% growth in the non-cigarette FMCG businesses, 22.9% growth
in Agri business and 17.6% growth in the Hotels segment.


Last  year,  in celebration of your Company completing a  100  years,  your 
Directors had recommended and you had approved a Special Centenary Dividend 
of  Rs. 5.50 per share (adjusted for bonus issue - Rs. 2.75 per  share)  in 
addition  to a Dividend of Rs. 4.50 per share (adjusted for bonus  issue  - 
Rs.  2.25  per  share). Your Directors had also  recommended  and  you  had 
approved  a  1:1  Bonus  issue in the Centenary year.  This  year,  on  the 
occasion  of your Company convening its milestone Hundredth Annual  General 
Meeting, your Directors are pleased to recommend a Special Dividend of  Rs. 
1.65 per share (previous year - Nil) in addition to a Dividend of Rs.  2.80 
per  share  (previous year - adjusted for bonus issue - Rs. 2.25)  for  the 
year ended 31st March, 2011. 

Total cash outflow in this regard will be Rs. 4002.09 crores (previous year 
Rs.  4452.33  crores)  including Dividend Distribution Tax  of  Rs.  558.62 
crores  (previous year Rs. 634.15 crores). Your Board further recommends  a 
transfer to General Reserve of Rs. 498.76 crores (previous year Rs.  406.10 
crores).  Consequently,  your Board recommends  leaving  an  unappropriated 
balance in the Profit and Loss Account of Rs. 548.67 crores (previous  year 
Rs. 61.31 crores).

FOREIGN EXCHANGE EARNINGS

Your Company continues to view foreign exchange earnings as a priority. All 
businesses  in  the  ITC portfolio are mandated  to  engage  with  overseas 
markets   with   a  view  to  testing   and   demonstrating   international 
competitiveness  and seeking profitable opportunities for growth.  The  ITC 
group's  contribution to foreign exchange earnings over the last ten  years 
amounted to nearly USD 4.5 billion, of which agri exports constituted  57%. 
Earnings from agri exports are an indicator of your Company's  contribution 
to  the  rural  economy  through effectively  linking  small  farmers  with 
international markets.

During the financial year 2010/11, your Company and its subsidiaries earned 
Rs. 3123 crores in foreign exchange. The direct foreign exchange earned  by 
your  Company  amounted to Rs. 2814 crores (Rs. 2354  crores  in  2009-10), 
powered by exports of major agri-commodities. Your Company's expenditure in 
foreign  currency amounted to Rs. 1254 crores, comprising purchase  of  raw 
materials,  spares  and  other expenses of Rs. 1028 crores  and  import  of 
capital  goods at Rs. 226 crores. Details of foreign exchange earnings  and 
outgo are provided in Schedule 19 to the Accounts.

PROFITS, DIVIDENDS AND RETENTION

                                                  (Rs. in Crores)  
                                               2011           2010

a) Profit before Tax                        7268.16        6015.31

b) Income Tax                               2280.55        1954.31

c) Profit after Tax                         4987.61        4061.00

d) Add: Profit brought forward
   from previous year                         61.31         858.14

e) Surplus available for
   Appropriation                            5048.92        4919.14

f) Transfer to General Reserve               498.76         406.10

g) Proposed Dividend for the financial year

- Ordinary Dividend of Rs. 2.80 per
ordinary share of Rs.1/- each (previous
year - adjusted for Bonus Issue -
Rs. 2.25 per share)                         2166.68        1718.18

- Special Centenary Dividend of Nil
per ordinary share of Rs. 1/- each
(previous year - adjusted for Bonus
Issue - Rs. 2.75 per share)                       -        2100.00

- Special Dividend of Rs. 1.65 per
ordinary share of Rs. 1/- each (previous
year - adjusted for Bonus Issue - Nil)      1276.79              -

h) Income Tax on proposed dividends          558.62         634.15

i) Earlier year's provision no longer
required                                     (0.60)         (0.60)

j) Retained Profit carried forward to
the following year                           548.67          61.31
                                            5048.92        4919.14
BUSINESS SEGMENTS

A. FAST MOVING CONSUMER GOODS

FMCG - Cigarettes

Disproportionate taxation coupled with a growing incidence of smuggling and 
illegal  manufacture, continue to be the biggest challenge for  the  Indian 
cigarette  industry. In western countries, the belief is that  loading  the 
cigarette  sector with high taxation would lead to a reduction  in  overall 
tobacco consumption. This approach, when followed in India, is flawed as it 
overlooks the critical fact that, in India, cigarettes constitute less than 
15%  of  tobacco  consumption  whilst  the  larger  proportion  of  tobacco 
consumption  in  the country is through other forms such as  bidi,  khaini, 
gutkha, zarda etc. These products, over and above being lightly taxed, also 
avoid  substantial  taxes by virtue of being products  of  the  unorganised 
sector. Consequently, cigarettes, despite accounting for a minor portion of 
tobacco  consumption,  contribute more than 75% of taxes  raised  from  the 
tobacco sector.

Latest  research  findings  published in the Global  Adult  Tobacco  Survey 
(GATS)  -  conducted under the stewardship of the Ministry  of  Health  and 
Family  Welfare, Government of India - show that cigarettes are  the  least 
popular  form  of tobacco consumption in India - only 5.7%  of  all  adults 
smoke cigarettes while almost 35% adults consume tobacco. The low share  of 
cigarettes  is a clear reflection of the impact of prolonged high  taxation 
in this sector. In fact, the disproportionate tax to consumption' ratio of 
cigarettes encourages mass migration of consumers to other forms of tobacco 
products that, by virtue of being lightly taxed, are much cheaper. In fact, 
per  capita consumption of cigarettes in India is among the lowest  in  the 
world  while tax per 1000 cigarettes as a percentage of per capita  GDP  is 
one of the highest, as is evident from the following:

Disproportionate and high taxation on cigarettes has led to a dwindling  of 
its share in total tobacco consumption from about 25% in the 1970s to about 
15%  currently. However, at the same time total tobacco consumption in  the 
country  has  continued to grow by way of increased  consumption  of  other 
revenue  inefficient forms of tobacco. The high taxation of cigarettes  has 
not  only sub-optimised the revenue potential from the tobacco  sector  but 
has  also  failed to achieve the objective of  reducing  aggregate  tobacco 
consumption in the country.

The   problem  of  discriminatory  central  taxation  on   cigarettes   was 
exacerbated  during the year under review with many States  increasing  the 
rate  of  VAT on cigarettes from the revenue neutral rate of  12.5%.  These 
rate increases by the States is completely against the basic tenets of  VAT 
enshrined  in the White Paper on VAT issued by the Empowered  Committee  of 
State  Finance  Ministers,  wherein it is unequivocally  stated  -  '...the 
multiplicity  of  rates in the existing structure will be  done  away  with 
under  the  VAT  system... Under 4% VAT rate category, there  will  be  the 
largest  number of goods (about 270), common for all States, the  remaining 
commodities, common for all States, will fall under the general VAT rate of 
12.5%.'

Your  Company  has,  during the year, repeatedly  drawn  the  attention  of 
policy-makers to the fact that:

* Sub-optimal taxation practices of States - like differential VAT rates  - 
may  well derail the implementation of GST with a unitary standard rate  of 
tax across the Indian common market.

*  Being  highly taxed products, cigarettes are vulnerable to  large  scale 
smuggling.

*  The  differential  rate  of  VAT  across  the  States  only   encourages 
unscrupulous tax arbitrage.

*  In  line  with international trends, the  illegal  trade  in  cigarettes 
results  in  funds flowing in to the coffers of  criminal  syndicates  with 
consequential detrimental impact on civil society by way of heightened  law 
and order problems.

In addition to the taxation challenge, the legitimate domestic industry  is 
grappling  with  another complexproblem - the burgeoning illegal  trade  in 
cigarettes  which,  according to recent  independent  international  market 
studies,  accounts for more than 16% of the total industry size.  The  high 
rates  of  Central Excise and VAT have helped fuel the  menace  of  illegal 
trade in cigarettes. It is estimated that the illegal cigarette trade costs 
the  Exchequer more than Rs. 3000 crores per annum in lost  revenues  apart 
from  offering  products  of dubious and  inferior  quality  to  consumers. 
According  to  recent independent international market studies,  India  now 
ranks  6th  globally  in illicit cigarette trade with one  of  the  highest 
growth rates - 58% over the period 2004 - 2009. Despite the rapid growth in 
illegal  trade  the  rate of taxation  on  legitimate  domestic  cigarettes 
continues  to  grow.  The rate of Central Excise  Duty  on  cigarettes  was 
increased  by  17% effective March 2010 whilst  several  State  governments 
increased the rate of VAT.

Your  Company  continues  to engage with the  authorities  on  this  issue, 
highlighting  the  fact  that  punitive  rates  of  tax  and  lack  of  tax 
harmonisation  across  States fuels the menace of illicit  cigarette  trade 
with  consequential adverse impact on the legitimate industry. While  there 
have  been  some reports of seizure of such illegal stocks  by  enforcement 
agencies,  illicit cigarette units continue to mushroom and  grow.  Illegal 
cigarette trade has serious concerns for the country and needs to be reined 
in  quickly  through  appropriate policy  and  enforcement  attention.  The 
effective  and sustainable solution lies in eliminating the  tax  arbitrage 
that  encourages these activities by ensuring harmonious and  moderate  tax 
rates on cigarettes.

The  year under review also saw unprecedented activity including new  brand 
launches by global cigarette companies trying to gain a foothold in  India. 
The  challenges  in  the  market  place  were  met  by  uncompromising  and 
continuous  value creation through innovative and  differentiated  products 
and investments in trade marketing and channel engagements. Your  Company's 
continuing  leadership  position  and  market  standing  was  nurtured   by 
successfully  fortifying the business and growing its portfolio  of  brands 
catering to diverse consumer preferences across segments. 

Innovation'  across  all areas of operation was the central  theme  around 
which  enhanced market standing and competitive superiority  was  achieved. 
Inherent  expertise  in  the areas  of  contemporary  product  development, 
cutting-edge  technology and robust go-to-market processes,  combined  with 
your  Company's  deep consumer insights saw the launch of several  new  and 
exciting offers, in line with the strategy of continually meeting  emerging 
consumer  needs.  Lucky  Strike' was launched  during  the  year,  further 
enhancing  your  Company's  position at the premium end  of  the  cigarette 
industry.  Classic' and Gold Flake' further strengthened  their  position 
through  the launch of differentiated offers like Classic  Menthol  Rush', 
Gold  Flake  Sleek Line Kings' and Gold Flake Arctic  Menthol'.  Players 
Gold Leaf' and a variant of Gold Flake Premium Filter' were also  launched 
during the year.

The  year  also  saw  your Company's premium  line  of  hand-rolled  cigars 
consolidating its position in the market. Armenteros', which is  specially 
manufactured for your Company in the Dominican Republic, has already carved 
a   niche  for  itself  amongst  discerning  cigar   aficionados,   further 
reaffirming your Company's reputation of delivering fully against  consumer 
expectations of top quality tobacco products.

During  the year, the new cigarette factory set up at Ranjangaon scaled  up 
operations  to full capacity, enabling your Company to service the  markets 
better.

Your Company also continued the strategic initiatives of upgrading  primary 
and  secondary  technology  platforms and  running  continuous  improvement 
programmes  in  the  areas of operating efficiencies  and  quality  at  all 
cigarette factories. The Process Improvement Practices' initiative,  using 
structured  problem-solving  methodologies such as Lean' and  Six  Sigma' 
have not only contributed to quality and productivity improvements but also 
resulted in improvements in operating metrics and internal processes across 
all the factories.

In   line   with  your  Company's  commitment   to   building   sustainable 
environmental  capital,  the business continues to invest  in  wind  energy 
farms  to  increase usage of renewable sources of energy.  Till  date  14.7 
Megawatt (MW) of wind energy farms have been commissioned in Karnataka  and 
6.3  MW  of wind energy farms are in the process of  being  implemented  in 
Maharashtra.  Cigarette  factories continue to recycle 100%  of  the  solid 
waste generated. They also maintained the highest standards of  Environment 
Health and Safety (EHS) and won recognition by way of numerous awards.  The 
Munger  Factory  was awarded the Prashansa Patra' Safety Award  under  the 
National Safety Council of India Safety Award Scheme - 2009  (Manufacturing 
Sector),  Energy Efficient Unit under the CII National Energy  Award  2010, 
Globe  of Honour Award from the British Safety Council and  Certificate  of 
Appreciation  at  the  CII Eastern Region Energy  Conservation  Award.  The 
Bengaluru  factory  won the Energy Efficient Unit under  the  CII  National 
Energy  Award 2010, Globe of Honour Award from the British Safety  Council, 
Most  Innovative  Environment  Project Award and  Most  Useful  Environment 
Project Award under the CII Environmental Best Practices Award 2011 and the 
Best Fuel Efficient Industrial Boiler Award from the Karnataka State Safety 
Institute. The Kidderpore factory won the Water Efficient Unit Award at the 
CII National Award for Excellence in Water Management 2011.

The  punitive rates of taxation and the menace of illegal trade remain  the 
most serious concerns for the cigarette industry. To serve the interests of 
all stakeholders of the industry your Company, as always, will continue  to 
engage with policy makers on:

* Implementation of a balanced regulatory and fiscal framework for tobacco,

* Harmonisation of VAT rates across the States and

*  Creation  of a true Indian common market through implementation  of  GST 
with a unitary, standard rate of tax.

Despite  the manifold challenges, your Company remains confident  that  the 
continuing support of consumers, coupled with the resilience of its brands, 
superior   execution   of  competitive  strategies,   leveraging   of   its 
internationally  benchmarked  product quality and its ability  to  innovate 
will enable it to retain and reinforce its leadership position.

FMCG - Others

The  Indian  FMCG industry is estimated to be over Rs. 1,30,000  crores  in 
size  and  accounts for 2.2% of the GDP of the country.  The  industry  has 
tripled  in size over the last 10 years and has grown at approximately  17% 
CAGR in the last 5 years, driven by robust macroeconomic conditions, rising 
income  levels, increasing urbanisation and favourable demographic  trends. 
These  drivers are expected to continue to favourably impact  the  industry 
which  is estimated to further triple in size in the next ten years to  Rs. 
4,00,000 crores by 2020 (Source: CII, FMCG Roadmap to 2020). Relatively low 
levels  of  per  capita  consumption of many  FMCG  products,  the  growing 
population of working women and increased government spending on  education 
are  some of the other key factors that augur well for the sector's  growth 
prospects.  According  to a study by the consultancy firm  Deloitte  Touche 
Tohmatsu  Limited Consumer 2020: Reading the signs', India will emerge  as 
the  world's  fifth largest consumer market by 2025  providing  significant 
opportunities in the FMCG space.

Given these positive fundamentals, your Company has been rapidly scaling-up 
its  new FMCG businesses comprising Branded Packaged Foods,  Personal  Care 
Products,  Education and Stationery Products, Lifestyle  Retailing,  Safety 
Matches and Incense Sticks (Agarbattis) with Segment Revenues growing at an 
impressive compound annual growth rate of 35% during the last 5 years.

Within  a  relatively  short span of time,  your  Company  has  established 
several  strong consumer brands in the Indian FMCG market. Segment  Results 
reflect  the gestation costs of these businesses largely  comprising  costs 
associated with brand building, product development, R&D and infrastructure 
creation. The year under review saw a 23% growth in Segment Revenues and  a 
significant improvement in Segment Results which recorded a positive  swing 
of Rs. 52 crores at the PBIT level.

Your Company's unwavering focus on quality, innovation and  differentiation 
backed  by  deep consumer insights, world class R&D and  an  efficient  and 
responsive supply chain will further strengthen its leadership position  in 
the Indian FMCG industry.

Highlights of progress in each category are set out below.

Branded Packaged Foods:

Your Company's Branded Packaged Foods business continued to expand  rapidly 
with  sales recording an impressive growth of 25% over the  previous  year. 
During  the  year,  the business focused on  enhancing  consumer  franchise 
through new product launches, heightened communication and increased levels 
of consumer activation. Value capture was improved through cost  reductions 
across  the supply chain and optimisation of working capital deployment.  A 
wide  range  of  well differentiated  products,  supported  by  significant 
investments  in product development, innovation,  manufacturing  technology 
and  unmatched distribution infrastructure have substantially enhanced  the 
market  standing  and  consumer franchise of  your  Company's  brands.  The 
quality  of your Company's products continues to be best-in-class' and  is 
seen as a benchmark in the industry across all segments.

The  year saw unprecedented inflation in food prices around the  world.  In 
India, food inflation had spiralled to an all time high of around 18%  with 
commodities  such  as edible vegetable oils and dairy  products  witnessing 
close  to 50% inflation owing to several global and India  centric  causes. 
The   inflationary  pressure  on  input  costs  was  mitigated  through   a 
combination  of  smart sourcing, increased internal efficiencies  and  cost 
saving actions across the supply chain, thereby minimizing the cost  burden 
on the consumer.

During  the year, your Company launched Sunfeast Yippee!' noodles  in  the 
fast growing instant noodles' category in two exciting flavours. Extensive 
consumer  research and product development were undertaken  to  incorporate 
consumer relevant differentiation and uniqueness in the offerings. This was 
further  fortified by an effective communication campaign highlighting  the 
product  differentiators.  Sunfeast Yippee!' has received  an  encouraging 
consumer  response  and  holds out the promise of emerging  as  a  sizeable 
winner.

In  the  Staples  business,  Aashirvaad'  atta  sustained  its  leadership 
position.  Aashirvaad'  multigrain  atta, launched  last  year,  was  well 
received  by consumers and is witnessing significant growth.  Your  Company 
also  scaled up its presence in the branded Spices segment during the  year 
with the launch of Aashirvaad' rasam and sambhar blended powders in target 
markets, leveraging the brand's market standing of superior and  consistent 
quality.

In  the  Biscuits  category,  your  Company's  Sunfeast'  brand   recorded 
significant growth, especially in the value-added and premium end. The year 
witnessed  the  launch of a slew of products in new and  exciting  formats. 
Research on consumer preferences and understanding of regional palates were 
undertaken  and  led  to  the launch of  differentiated  milk  cookies  for 
consumers in target markets. The Sunfeast' range witnessed enrichment


and premiumisation of its product mix with the re-launch of Dark  Fantasy' 
and the introduction of premium Dark Fantasy Choco Fills' biscuits. 

In the Confectionery category, Candyman' is the clear market leader in the 
hard  boiled segment. Further, growth through flavour extensions  continued 
with  the  launch of mint-O GOL' Orange which was very  well  received  by 
consumers.

In   the  Savoury  Snacks  segment,  Bingo!'  demonstrated  robust   sales 
performance  during  the year and penetrated new markets,  gaining  further 
consumer franchise, driven by innovative product development and impactful, 
clutter  breaking communication. The entire product portfolio ranging  from 
Potato Chips to Finger Snacks continued to witness robust growth.

The  business  continues  to  invest  in  manufacturing  and   distribution 
infrastructure  to support larger scale in the wake of growing volumes  and 
exploit  the  benefits  of  distributed  manufacture  to  service  proximal 
markets.  The business continued to focus on supply chain  improvements  to 
enhance market servicing and margins. 

In  the  backdrop  of a resilient economy, the year ahead  is  expected  to 
witness  robust  growth  in the Branded  Packaged  Foods  category  despite 
anticipated inflationary pressures. Product development and brand  building 
will  be critical to driving sales. Innovative interventions will  continue 
to be essential for building strong consumer franchise. Well researched and 
robust  product  development  processes will continue to  be  leveraged  to 
launch  innovative  and differentiated products across all  segments.  With 
effective and cost-efficient servicing of target markets continuing to be a 
key  success factor, the business will continue to leverage your  Company's 
sales and distribution network to achieve deep penetration, visibility  and 
availability for its products.

Personal Care Products

Your Company's Personal Care Products business made significant strides  in 
gaining consumer franchise during the year. The business continues to  roll 
out  its product offerings under the Essenza Di Wills', Fiama Di  Wills', 
Vivel' and Superia' brands and is focused on addressing various  consumer 
benefit  segments  with the introduction of new variants in the  soaps  and 
shampoos categories.

The  business  continues to receive accolades for  its  product  innovation 
initiatives.  Last year the Fiama Di Wills' gel bathing bar was voted  the 
Product  of  the  Year' in the soap category and this year  three  of  its 
products,  namely  Fiama Di Wills Aqua Pulse' shower  gel,  Vivel  Active 
Fair'  skin cream and Vivel Deo Spirit' soap, have been voted Product  of 
the   Year'  in  the  shower  gel,  fairness  cream  and  soap   categories 
respectively. 

This  year  saw the successful introduction of Vivel  Active  Fair',  your 
Company's newest foray into the growing fairness cream category. In a  very 
short  period  of time, the brand has garnered a healthy  market  share  in 
launch  markets. Fiama Di Wills' with its new Aqua Pulse Bath Care'  line 
of shower gel and bathing bar has augmented the brand franchise to men. The 
Men's range has been well received in launch markets. It is estimated  that 
Vivel'  and  Superia' soaps and shampoos have together reached  over  9.9 
crore households so far (according to IMRB Household Panel: February 2011). 

The  business  continues  to focus on leveraging  more  effective  ways  of 
communicating  with  consumers  through multiple  channels,  including  TV, 
digital  social-networking,  print  / outdoor advertising,  point  of  sale 
merchandising and one-on-one consumer interactions. The business grew at  a 
pace  distinctly  ahead of industry despite extreme  competitive  pressures 
from  entrenched  players.  This was achieved through a  judicious  mix  of 
innovative  consumer offers and by leveraging the distribution  network  of 
your  Company to reach consumers even in remote areas. This has helped  the 
business garner significant market share in a short span of three years.

During the year, the manufacturing unit at Haridwar received certifications 
for  ISO  9001:2008  (Quality Management System),  ISO  14001  (Environment 
Management System) and OHSAS 18001 (Occupational Health & Safety Assessment 
System).  To  broad-base  process  excellence knowledge  as  well  as  lead 
improvement  initiatives across the business, a program using  Six  Sigma' 
and  Lean'  methodologies  was put in place and  is  contributing  to  the 
competitiveness of the business.

Product innovation and quality continue to be focus areas and are  expected 
to  provide the requisite competitive advantage and impetus for  growth  in 
the  near future. Investments have been made, over the past few  years,  on 
product  development and research capabilities to support creation  of  new 
consumer-centric   products   with  enhanced   consumer   benefits.   These 
interventions will enable your Company to further strengthen its  portfolio 
of value-added products.

The  Personal Care industry in India continues to be on a long term  growth 
path,  with rising disposable incomes and changing consumer preference  for 
enhanced personal grooming. Your Company is positioning itself to  actively 
participate in the emerging growth opportunities in this sector.

Education & Stationery Products

The  Education & Stationery Products business recorded an impressive  sales 
growth  powered  by brand Classmate' which continued  to  consolidate  its 
leadership  position  in student notebooks. Sales of  non-paper  categories 
registered  an  impressive  growth of 100% indicating  a  growing  consumer 
acceptance of Classmate' pens, pencils, mathematical instruments,  erasers 
&  sharpeners. The year also witnessed the launch of art  stationery  under 
the Classmate-Colour Crew' brand.

On the occasion of ITC's Centenary, your Company rolled out the  Classmate 
Ideas for India Challenge' (CIIC) - a contest that provided a platform  for 
India's youth to express their ideas for nation building. The event reached 
out to 25 lakh students across 30 cities and received nearly 60,000 entries 
that  culminated  in 11 national winners. Winning ideas  covered  potential 
solutions  to India's health, education, water, energy  and  transportation 
problems. These interventions have enhanced the level of consumer awareness 
of  Classmate's  growing  product basket beyond its  flagship  category  of 
notebooks.  Brand health indicators have shown a strong improvement  across 
all  markets.  In  addition, the distribution  footprint  of  the  business 
continues to grow.

The Classmate' range of notebooks continued to be sourced from small scale 
manufacturers,  who have continuously improved their delivery  and  quality  
capabilities.  A majority of them, with your Company's assistance, are  ISO 
9001:2008  certified.  Paper  and  recycled board  are  sourced  from  your 
Company's  mills at Bhadrachalam and Kovai respectively. The paper used  in 
Classmate'  notebooks leverages your Company's world class fibre  line  at 
Bhadrachalam  which is India's first ozone treated elemental chlorine  free 
facility.  Classmate' notebooks continue to feature different  aspects  of 
sustainability  as  core  themes,  such  as  Global  Warming',  Save  the 
Environment'  and  Save the Tiger', to name a few. These  product  values, 
which  are contributing significantly to creating sustainability  awareness 
among   the   country's  younger  generation,  have   distinctly   enhanced 
Classmate's  brand  equity.  Every  Classmate'  notebook  also  carries  a 
powerful social message that reflects your Company's commitment to  improve 
the quality of primary education in rural India.

During   the  year,  the  business  took  significant  steps   to   promote 
Paperkraft',  its executive and office supplies stationery brand.  Working 
in tandem with your Company's Paperboards & Specialty Papers Division,  the 
business has positioned Paperkraft' as the finest green paper for business 
applications  viz. copy-scan-print-fax. Paperkraft's green credentials  are 
supported,  among  other  factors,  by your  Company's  membership  of  the 
prestigious  Global Forest & Trade Network, an international initiative  of 
the  WWF  (World Wide Fund for Nature) and your Company's  social  forestry 
programme  which has created a green cover of nearly 1,14,000  hectares  by 
planting high yielding varieties of trees. Paperkraft's green profile' has 
begun to appeal to a number of corporate and other institutional  consumers 
who  are  switching over to Paperkraft' to symbolise their  commitment  to 
reducing  carbon footprint. The Paperkraft' range of  executive  notebooks 
was enriched with the launch of a Green Impression Series' which showcases 
your Company's sustainability performance. 

The education & stationery products industry continues to grow on the  back 
of massive government and private investments in the education sector.  The 
government's flagship Sarva Shiksha Abhiyan programme coupled with the mid-
day  meals  initiative  is successfully enhancing  enrolment  and  reducing 
dropouts at the primary school level. Efforts are also underway to  improve 
the  enrolment  ratios at the secondary and  tertiary  levels.  Progressive 
reforms  will  enable  flow of private  sector  investments  into  capacity 
building  and  quality  enhancement  in  education  delivery.  The   recent 
enactment  of The Right of Children to Free and Compulsory  Education  Act, 
2009  will  further  accelerate  growth in  the  education  and  stationery 
supplies  sectors.  Your Company, with its widening  high  quality  product 
range  and excellent distribution infrastructure, is poised  advantageously 
to respond to this opportunity.

Lifestyle Retailing

During  the  year,  your Company's  Lifestyle  Retailing  business  further 
strengthened  its  position in the branded apparel market.  Leveraging  the 
revival in consumer sentiment after a protracted period of sluggish  demand 
post   the  global  economic  slowdown,  the  business  undertook   several 
initiatives  to  further fortify its brands, expand its  retail  reach  and 
improve product and range vitality.

In  the Premium segment, Wills Lifestyle', with its high fashion  imagery, 
growing  desirability  and richer product mix, continues  to  enjoy  strong 
market standing and consumer bonding. During the year, the brand reach  was 
expanded  to 73 exclusive stores in 40 cities and more than  150  shop-in-
shops'  in  leading  departmental stores. This  was  further  supported  by 
significant  improvements  in  product  range,  enhanced  availability  and 
impactful visibility resulting in impressive growth in volumes. During  the 
year,  the premium imagery of the brand was further reinforced through  its 
association  with the Wills Lifestyle India Fashion Week',  the  country's 
most  prestigious  lifestyle  event. Under the business'  Ramp  to  Racks' 
initiative,  the  brand has tied up with leading designers of  the  country 
such  as  Rohit Bal,  Tarun Tahiliani, Rohit  Gandhi-Rahul  Khanna,  Rajesh 
Pratap Singh, JJ Valaya, Satya Paul and Ranna Gill to exclusively co-create 
the Wills Signature' range of designer wear. This initiative has been very 
well  received  by consumers and has enhanced the brand's  exclusive  aura, 
strengthened its premium standing and deepened its aspirational  dimension. 
Product  equity  and  premiumness  was  further  enhanced  through  several 
initiatives undertaken during the year. The Wills Classic' Luxuria' range 
of super-premium formals for men, finely crafted from luxurious cotton with 
high end trims and superior garmenting, was introduced during the year  and 
received  extremely encouraging response from consumers. The Women's  range 
was  further  augmented  by offerings in  stylised  formals,  an  extensive 
variety of trendy silhouettes and an international collection crafted by  a 
leading Milan-based design house. 

During  the year, Wills Lifestyle' opened its first Men's luxury store  in 
Chennai offering a comprehensive Formals' collection of shirts,  trousers, 
suits & jackets and accessories aimed at the premium business consumer. The 
business added a Wills Lifestyle' boutique store in your Company's  hotel, 
ITC Gardenia, Bengaluru, enhancing brand availability to high-end  business 
and leisure travellers. This is in addition to the existing boutique stores 
in ITC Maurya, New Delhi and ITC Mughal, Agra.

The  customer  privileges programme Club Wills' comprising  over  1,10,000 
loyal  and  discerning members contributed significantly to  sales.  Social 
media  was also leveraged effectively to engage with  customers,  enhancing 
word-of-mouth' and driving footfalls to stores. 

In  the popular segment, John Players' has established a strong pan  India 
presence  with over 280 Flagship Stores and 1,100 Multi Brand  Outlets  and 
Departmental  Stores.  During the year, the retail footprint  was  expanded 
significantly,  with nearly 100 new stores being opened,  increasing  brand 
reach, penetrating more markets and acquiring new consumers. John Players' 
continues  to have a strong presence and has become a leading brand in  the 
segment, with new products such as denims, knits and jackets. The continued 
celebrity  association with the popular film star, Ranbir Kapoor, was  well 
received by consumers, further enhancing brand desirability.

During  the  year,  the business received  several  industry  recognitions, 
including  Retailer  of the year - Fashion & Lifestyle' and  Best  Retail 
Marketing  Campaign  of  the Year' at the Asia  Retail  Congress  2011  and 
Winner - Customer & Brand Loyalty' at the Loyalty Awards 2011. 

Rising  cotton  prices  and the re-imposition of  Excise  Duty  on  branded 
apparel  in  this year's Union Budget will exert inflationary  pressure  on 
costs  in the coming year. However, the business has initiated a number  of 
strategic  cost  management  actions  along  with  operational   efficiency 
improvement measures to minimise its impact on consumers.

Improvements  in  business  processes for creation  of  designs,  including 
incorporation  of  regional preferences in product design for  wider  brand 
appeal  and further strengthening of the supply chain led to better  sell-
thrus' and improved margins during the year. Retail productivity  continues 
to  be a key focus area, and the business undertook several initiatives  to 
strengthen  capabilities at the frontline through training,  knowledge  and 
skill  inputs.  Investments  are also being made in  store  design,  visual 
merchandising  and  customer service to  enhancethe  international  quality 
shopping experience that has become synonymous with Wills Lifestyle'.

The  business  will  continue  to increase  the  fashion  quotient  of  its 
offerings on the basis of a deep understanding of consumer preferences, and 
delivering products benchmarked to world class quality standards.

Safety Matches

Your  Company's  Safety  Matches business  sustained  its  market  standing 
through continued consumer preference for its strong brand portfolio across 
all market segments.

Domestic volumes were impacted during the year as a result of proliferation 
of  cheaper  low  quality formats in  the  marketplace.  Despite  increased 
competition, your Company's flagship brand Aim', continued to grow.  While 
steep escalations in the prices of raw materials like wood, paperboard  and 
key  chemicals subjected the industry to severe margin pressure during  the 
year, the business mitigated some of the adverse impact through a series of 
strategic cost management and pricing initiatives. 

Your  Company  continues to partner the small scale sector  by  sourcing  a 
significant portion of its requirement from multiple units in this  sector. 
This  has helped improve the competitive ability of these units  with  your 
Company   providing   technical   inputs  to   strengthen   their   process 
capabilities.

Technology  induction  in  manufacturing  is  crucial  for  the  long  term 
sustainability  of  this  industry.  A  uniform  taxation  framework  which 
provides a level playing field to all manufacturers is necessary to trigger 
the  required investments for modernising this industry and enabling it  to 
become globally competitive.

Incense sticks (Agarbattis)

Market standing of your Company's Mangaldeep' brand of incense sticks  was 
further  strengthened  during the year with sales recording  an  impressive 
growth  of  54%,  driven by increasing consumer  franchise  for  the  brand 
combined with enhanced distribution reach and innovative product offerings. 
Mangaldeep'  is  currently the second largest national brand.  During  the 
year  the  business  launched  a  new  variant  in  the  premium  category, 
Sarvatra'  under  the umbrella brand Mangaldeep'. This  introduction  has 
received wide consumer acceptance and is being rolled out across India.

The  business continues to contribute to your Company's commitment  to  the 
Triple  Bottom Line', by providing livelihood opportunities to  more  than 
12,000 persons through small scale entrepreneurs, NGOs and Self Help Groups 
across India. This business initiative and the continuing partnerships with 
the  governments  of  Orissa, Assam and Tripura  for  setting  up  sourcing 
centres  are creating sustainable livelihood opportunities for rural  women 
through Agarbatti rolling.

Your  Company continues to partner small and medium enterprises in  raising 
their process and quality standards.

B. HOTELS

The year witnessed a gradual recovery for the Indian hotels industry  after 
two  successive  years  of decline aided by a  gradual  revival  in  source 
markets  like  the  USA and Europe and the strong  showing  of  the  Indian 
economy.  The  buoyancy, however, was muted on account of  several  reasons 
including the run up to the elections in a number of States. Inbound travel 
fell  short  of  projections even for large events  like  the  Commonwealth 
Games.


In  the backdrop of this mixed business environment, your Company's  Hotels 
business  witnessed  robust growth of 18% and 23% in Revenues  and  Pre-tax 
profits respectively, reversing the declining trend witnessed in the last 2 
years. The business continues to maintain its leadership position in  terms 
of its operating efficiency with a PBDIT to Net Revenues ratio of 36%.

Your  Company's Hotels business continues to be rated amongst  the  fastest 
growing  hospitality  chains,  with over 105 properties  at  more  than  90 
locations  in India, operating under 4 brands - ITC Hotel' at  the  luxury 
end,  WelcomHotel' in the 5 star segment, Fortune' in the  mid-market  to 
upscale  segment and WelcomHeritage' in the heritage leisure  segment.  In 
addition,  the business has licensing and franchising arrangements for  two 
international  brands  - The Luxury Collection' and  Sheraton'  from  the 
Starwood Group. These offerings make your Company one of the leading  hotel 
chains in India.

ITC  Gardenia,  launched last year, has rapidly established itself  as  the 
premier hotel in Bengaluru and delivered profits in its first full year  of 
operations.

ITC Mughal, Agra has undergone a major refurbishment. The hotel now  offers 
a  richer  ambience  with the refurbishment of the  public  areas  and  the 
creation  of  a  special new wing, the  Khwab  Mahal',  featuring  various 
categories  of  rooms, including two luxurious Presidential  Suites.  These 
suites  offer private plunge pools and spa rooms, where special  treatments 
from  the hotel's awardwinning spa can be experienced. ITC  Mughal's  award 
winning  Kaya  Kalp' - The Royal Spa, continues to attract  attention  and 
receive accolades from all over the world.

Food  and  beverage has been one of the business' main strengths  over  the 
years,   regularly  bringing  accolades  and  awards  from   domestic   and 
international  media.  Its restaurants Bukhara', Dum  Pukht',  Dakshin', 
Kebabs & Kurries', Pan Asian' and West View' are today well renowned and 
powerful cuisine brands. To this enviable collection, your Company  debuted 
its first Japanese offering with the opening of the Edo' at ITC  Gardenia. 
Edo'  has earned rave reviews and many awards for its superlative  quality 
of authentic Japanese food, ambience and informal dining style.

In pursuit of your Company's Triple Bottom Line' objectives, the  business 
has  increased  investments in wind energy to provide clean  power  to  its 
hotels in Bengaluru (ITC Windsor and ITC Gardenia) and Jaipur  (WelcomHotel 
Rajputana). Further investments in wind energy are on the anvil. These  are 
in  addition to the wind energy investments made in the previous  year  for 
ITC Maratha in Mumbai.

Your  Company's commitment to Responsible Luxury' has given it the  unique 
distinction of being the only green hotel chain in India. ITC Maurya is now 
the  first and the largest hotel in the world to receive the Leadership  in 
Energy  and  Environment  Design (LEED) Platinum  rating  for  an  existing 
building.  In  addition, ITC Maratha, ITC Grand Central, ITC  Windsor,  ITC 
Mughal, ITC Kakatiya and ITC Sonar have also successfully obtained the LEED 
Platinum rating. These together with ITC Gardenia, which achieved the  LEED 
Platinum rating in the previous year, uniquely position your Company as the 
first hotel chain in the world to have all its premium luxury hotels  rated 
at the highest LEED  Platinum rating.

In  view of the positive long term outlook for the Indian  hotel  industry, 
your  Company  continues to sustain its aggressive  investment  led  growth 
strategy. Construction activity of new super luxury properties at  Chennai, 
Kolkata   and  at  Classic  Golf  Resort  near  Gurgaon   are   progressing 
satisfactorily. In addition, several new projects including joint  ventures 
and management contracts are on the anvil to rapidly scale up the  business 
across all four market segments.

During  the  year, the Fortune' brand which caters to  the  mid-market  to 
upscale segment, forged new alliances taking the total number of hotels  in 
its fold to 63 with an aggregate room inventory of 4,915. The brand now has 
38 operating hotels and 4 more hotels are slated to be commissioned  during 
the  course  of  the next financial year. The remaining 21  hotels  are  in 
various  stages  of  development. The brand is now well  established  as  a 
front-runner  among the mid-market to upscale segment of hotels  in  India. 
The  WelcomHeritage'  brand continues to be India's  most  successful  and 
largest  chain  of  heritage hotels with 53  operating  properties,  spread 
across 18 States in India.

Your  Company's  Hotels business, with its globally benchmarked  levels  of 
product  and service excellence and customer centricity represented by  its 
four brands, is not only well positioned to sustain its leadership position 
in the industry, but is also poised to emerge as the largest hotel chain in 
the country over the next few years.

C. PAPERBOARDS, PAPER AND PACKAGING

The  Paperboards, Paper and Packaging segment recorded yet another year  of 
steady  growth in revenues and profits. Segment revenues grew by  13%  over 
the  previous  year to touch Rs. 3667 crores. Segment results  at  Rs.  819 
crores reflect a growth of 20%.

Paperboards & Specialty Papers

The  global  demand  for paper & paperboard recovered strongly  to  post  a 
growth  of nearly 7% over the previous year driven by resurgence in  demand 
in  Western  Europe, North America and growth in emerging Asian  and  Latin 
American economies.

The domestic paperboard industry also grew at about 8% aided by the  strong 
showing of the Indian economy with value-added paperboard growing at a much 
faster  rate. Though India has 17% of the world's population,  it  consumes 
only  about 2% of global paper production. Per capita consumption  is  very 
low at only 9 kgs compared to a global level of 55 kgs. Going forward,  the 
continued   growth   of  the  Indian  economy   coupled   with   favourable 
demographics, demand expansion in rural markets, rising demand for  branded 
and  packaged  products  supported  by  growth  in  organised  retail   and 
differentiated  packaging,  are expected to augur well for  the  paperboard 
industry.  Aided by these facilitating drivers, value-added  paperboard  is 
expected  to  grow  at  a faster rate of  around  15%  within  the  overall 
paperboard  industry growth of 8% over the next five years.  FMCG,  pharma, 
liquid  packaging, apparel and consumer durables will continue  to  provide 
the   overall  impetus  for  accelerated  growth  in  derived  demand   for 
paperboard.  The growing potential of this industry is also attracting  the 
attention  of global players who are keenly looking at Asia as  their  next 
growth  engine.  While  most  majors  have  taken  up  large  manufacturing 
positions in China, some of them are also exploring opportunities in  other 
countries in Asia, including India.

The domestic paper industry is estimated at 10.3 million tonnes per  annum, 
out  of which paperboard demand is estimated to be 2.3 million  tonnes  per 
annum.  Your  Company, with its wide range of products  in  the  paperboard 
segment,  is  the  market leader with a value market share  of  26%  and  a 
significantly  higher  share  of the  fast-growing  value-added  paperboard 
segment. To further consolidate its pre-eminent position in the  paperboard 
segment, the business is in the process of investing in a  state-of-the-art 
machine which is expected to be operational by early 2013.

The  Writing and Printing' paper segment, estimated at 3.3 million  tonnes 
grew  by  7% in 2010-11. Your Company's state-of-the-art paper  machine  is 
being  currently  optimally utilised to meet the demand  for  high  quality 
copier and writing paper, leveraging the strong forward linkages with  your 
Company's  Education  and Stationery Products business. The growth  in  the 
valueadded  writing and printing paper segment will continue to be  fuelled 
by  initiatives  like  Sarva  Shiksha  Abhiyan,  together  with  increasing 
literacy levels, changing demographic profiles and GDP growth. This segment 
is  expected to grow at around 8% per annum during the next 5  years,  with 
higher  growth  expected in the Copier paper and Fine paper  categories  at 
16%.

Specialty  papers,  with  an estimated market size of  4  lakh  tonnes,  is 
expected  to  grow at 9% over the next 5 years, with  increased  spends  on 
infrastructure  and  construction  driving demand  for  quality  decor  and 
insulating  grades. Your Company is the largest manufacturer  of  cigarette 
tissue  in India and continues to be the market leader with a share of  65% 
of  the  domestic  market.  In the  growing  decor  segment,  your  Company 
maintained its market share of 26%.

In   consonance  with  your  Company's  value  proposition  of   delivering 
sustainable value to all its stakeholders, the business participated in the 
Check  Your  Paper' rating system developed by WWF - World Wide  Fund  for 
Nature's  Global  Forest  and  Trade Network,  which  evaluates  paper  and 
paperboard on parameters such as Forest, Climate and Water performance  and 
awards  star ratings and an overall score. During the year, two  grades  of 
paperboard  manufactured by your Company were submitted for evaluation  and 
received  4  and 5 star ratings and scores which are  comparable  to  those 
achieved by global paperboard majors. Your Company


has commenced this initiative with recycled board grades and will gradually 
include  more  paper  and paperboard products. In  addition,  the  business 
improved  its  service delivery to its customers  through  shortened  order 
servicing  timelines.  It also facilitated customers in the usage  of  your 
Company's  Forestry Stewardship Certified boards. During the year a  number 
of  new  paperboard applications have been successfully developed  for  the 
communication, entertainment and packaging industries.

Your Company continued with its aggressive clonal propagation strategy with 
the  distribution of over 54 million saplings to farmers during  the  year. 
Research  on  clonal  development  has  resulted  in  the  introduction  of 
topography  specific,  high  yielding and disease  resistant  clones.  This 
initiative,  besides securing the long term supply of fibre at  competitive 
costs,  also  assists  in generating farm incomes  through  utilisation  of 
marginal wastelands. Enhanced R&D activity has resulted in the  development 
of  high  yielding  eucalyptus  and subabul'  clones  and  your  Company's 
continued  focus on clonal plantations in core areas is expected  to  yield 
significant competitive advantage in the years to come. Your Company's  R&D 
is actively collaborating with several expert agencies to further  leverage 
bio-technology  for  enhancing both farm and manufacturing yields.  In  the 
last  15  years, your Company's bio-technology based  research  initiatives 
have  resulted  in the planting of nearly 487 million  saplings  which  are 
currently sown in nearly 1,14,000 hectares of plantations, including around 
12,000  hectares  planted during the year under  review.  These  pioneering 
initiatives  have  generated  over 51 million  person  days  of  employment 
opportunities over this period for small farmers and poor tribals.

Agro-forestry  has an important role to play in developing  countries  like 
India, both for food and wood security and conservation of the environment. 
During the year under review, your Company facilitated the introduction  of 
agro  forestry  models  which incorporate  inter-cropping  practices  where 
eucalyptus trees are grown on the same land asagricultural crops, in Andhra 
Pradesh  and  Madhya  Pradesh.  By  integrating  tree  growing  with   crop 
production,  the problems of poor agricultural production,  worsening  wood 
shortages  and environmental degradation can be  addressed  simultaneously. 
Furthermore,  inter-cropping  technologies/practices  also  help  to   take 
pressure off the remaining natural forests and to increase the diversity of 
vegetation on existing farms.

Your Company continues to represent to policy makers the need to  introduce 
appropriate  amendments to the Forest (Conservation) Act, 1980 and  related 
Rules  to  permit industry to use degraded forest  land  for  afforestation 
linked  to  the  end-use of such wood. An enabling  policy  framework  that 
encourages  public-private  partnerships for the  development  of  degraded 
forest  lands  would  serve  the  multiple  objectives  of  enhancing   the 
competitiveness  of  the  Indian paper and  paperboard  industry,  creating 
sustainable  livelihoods  in rural India and contributing to  the  national 
objective of enhancing the country's green cover.

Your Company's collaborative initiative called Wealth out of Waste'  (WOW) 
continues  to promote and facilitate waste paper recycling,  another  major 
environmental  objective to conserve scarce resources. This initiative  has 
now  been extended to 6 cities in Southern India scaling  up  significantly 
from  the  2  cities where this programme was  launched  earlier.  Existing 
processes  and  systems in the areas of collection, sorting  and  recycling 
were   further  strengthened  to  improve  the  overall  efficacy  of   the 
initiative.  A first-of-its-kind National Recycling Day' was initiated  to 
build   awareness  and  increase  involvement  amongst  target   consumers. 
Celebrated on the 1st of July 2010 at Hyderabad, this event attracted large 
participation  from  school children as well as  government  and  corporate 
bodies.  With  a  growing  base, the business is also  in  the  process  of 
enhancing its capability to handle larger volumes of recycled waste.

Your  Company has invested significantly in the deployment of  contemporary 
technologies  including environment-friendly Elemental Chlorine-Free  (ECF) 
and  Ozone bleaching for pulp thereby improving environmental standards  of 
its  manufacturing  operations. Such investments are  expected  to  provide 
customers with a sophisticated product, way ahead of legislation,  creating 
new dimensions in environmental stewardship.


The Industry would welcome policies that lay down environmental  benchmarks 
in tune with other industries such as automotives etc. and suitably  reward 
those who achieve or exceed such parameters.

While  all manufacturing units have already achieved near 100% solid  waste 
recycling by its usage for making products like lime, fly ash bricks,  grey 
boards,  egg  trays etc., the procurement and recycling  of  over  1,19,000 
tonnes  of  waste  paper  during the  year  has  further  consolidated  the 
business'  overall positive solid waste recycling footprint.  In  addition, 
your  Company is also working on various Clean Development Mechanism  (CDM) 
projects  under the Kyoto Protocol to enable full realisation of  potential 
benefits  in this area. Your Company's unique social forestry  project  has 
been  the  first  of its kind in India to be  registered  with  the  United 
Nations  Framework Convention on Climate Change (UNFCCC) as a CDM  project. 
The  net  benefits from this project will be passed on  to  the  partnering 
farming communities.

The  Bhadrachalam and Tribeni units were awarded the Sword of  Honour'  by 
the  British  Safety  Council.  All manufacturing  units  of  the  business 
received the 5 Star Rating' from the British Safety Council for the  third 
successive  year.  The  Bhadrachalam unit also  won  the  Most  Innovative 
Project  on Environment Best Practices' Award 2011 from CII,  Indian  Paper 
Manufacturers  Association (IPMA) - Paper Mill of the year 2010  award  and 
SIEMENS  -  Ecovatives award 2011. The Kovai unit won the  CII  -  National 
award for Excellence in Energy Management 2010.

After  having  laid a strong foundation in  implementing  Total  Productive 
Maintenance (TPM) at its units in Bhadrachalam and Bollaram, the  programme 
has  now  been  extended to Tribeni and Kovai units. This  is  expected  to 
further improve operational excellence and profitability.

During the year, the industry faced enormous challenges on account of steep 
hike  in costs of key domestic raw materials, coal and imported pulp.  This 
hike  in input costs, coupled with the large additions to capacity  in  the 
industry, adversely impacted overall industry profitability.It is  expected 
that  continuing  inflation  in  the cost of  domestic  raw  materials  and 
imported  pulp will continue to impact industry profitability in  the  near 
term.   Your   Company  with  its  unwavering  focus   on   quality,   cost 
consciousness,  integrated  operations,  customer service  and  ability  to 
create  new market segments is well placed to mitigate the impact of  these 
cost escalations. 

The integrated nature of the business model - access to high-quality  fibre 
from the economic vicinity of the Bhadrachalam mill, in-house pulp mill and 
state-of-theart  manufacturing  facilities  on the one hand  and  a  robust 
forward linkage with the Education and Stationery Products business on  the 
other  -  strategically positions your Company to further  consolidate  and 
enhance its leadership status in the Indian paper and paperboard industry.

Packaging and Printing

Your  Company's  Packaging  and Printing business continues  to  invest  in 
best-in-class' technology and skills to provide the most contemporary  and 
superior  value delivery in paper, paperboard and flexible  packaging.  The 
business  continued  to provide strategic support to  your  Company's  FMCG 
businesses  by  ensuring  security of supplies in  addition  to  sustaining 
international quality at competitive cost.

During the year, business from external trade grew significantly, driven by 
growth in volumes from existing customers as well as an enlargement of  its 
customer  base. Your Company continues to be a leading supplier  of  value-
added packaging to the Consumer Electronics and FMCG segments.

The  further  consolidation of the business' operations  in  the  flexibles 
packaging  segment  at  its state-of-the-art  manufacturing  facilities  at 
Chennai and Haridwar continued to provide innovative packaging solutions to 
your  Company's FMCG businesses. This in-house capability has enabled  your 
Company  to  facilitate quicker turnarounds of designs,  pack  changes  and 
reduced product launch timelines, thereby providing a source of competitive 
advantage in the market place.

The business is augmenting capability and capacity at its Haridwar plant to 
cater  to  the  increased packaging requirements  of  your  Company's  FMCG 
business and external trade customers based in the northern region.

The  business  won  several national awards  for  excellence  in  packaging 
solutions  and  also  won 20 India Star'  awards in  printing  in  several 
categories  instituted by the Indian Institute of Packaging for  excellence 
in packaging during the year.

The  14.1  MW wind energy farm, which was commissioned in  2008,  continued 
operating at optimum levels providing clean energy to the Chennai unit. The 
initiative  flowing  from your Company's commitment to the  Triple  Bottom 
Line', is now a certified project under the Clean Development Mechanism  of 
the  Kyoto  Protocol  under the auspices of the  United  Nations  Framework 
Convention  on  Climate  Change  and  is  generating  carbon  credits   and 
contributing to the reduction in your Company's carbon footprint.

The  factories at Chennai, Munger and Haridwar continued to maintain  their 
highest  standards  in  Environment, Health and Safety  (EHS)  and  quality 
management during the year. The Chennai unit was awarded the British Safety 
Council  Globe  of Honour' for Environment Management. The unit  was  also 
awarded  National  Water  Management'  Award 2010  by  CII  for  being  an 
excellent  water efficient unit. During the year, Chennai and Munger  units 
were  also certified for ISO 9001:2008, ISO 14001:2004  Quality  Management 
System and have been re-certified for OHSAS 18001:2007 Occupational  Health 
and  Safety Management System. All the three units at Chennai,  Munger  and 
Haridwar  received the 5 Star Rating' for safety from the  British  Safety 
Council.

With  substantial  investments  in world  class  technology,  best-in-class 
quality  management systems, multiple locations and  diversified  packaging 
solutions portfolio, the business is well poised to continue servicing  all 
the requirements of your Company's FMCG businesses and to rapidly grow  its 
external trade.

D. AGRI BUSINESS

Cigarette Leaf Tobacco

Against  a backdrop of a decline in global leaf production in  key  regions 
over  the  past  two  to  three  years  and  low  inventory  pipeline  with 
international cigarette majors, the current year saw global leaf production 
grow by 4% with countries like Zimbabwe, Malawi, Tanzania, India and Brazil 
driving  overall  supply.  On the demand side, the  year  witnessed  global 
cigarette production remaining flat, primarily as a result of the slow  and 
tentative  recovery  in the advanced economies, as well as  the  growth  in 
illicit  trade triggered by excessive taxation. This  dramatically  altered 
the  demand-supply  scenario during the year. In India, leaf  tobacco  crop 
grew by 14% in 2010 supported by a favourable price trend.

With  global cigarette production tempered and record crop sizes  projected 
in key tobacco growing countries like Brazil, Zimbabwe, Malawi and European 
Union,  it is expected that global leaf demand would be benign in the  near 
term.  A correction in this cycle is expected in the medium term  with  the 
anticipated revival of the global economy coupled with growing  consumption 
in Asian and African countries. In the Indian market, it has been seen that 
the  consumption  of  other non cigarette forms  of  tobacco,  particularly 
chewing tobacco, is growing at a much faster rate.

Despite  these  adverse conditions, your Company was able  to  sustain  the 
demand  for Indian tobacco through focused strategies based  on  delivering 
superior  value  to  the  customer, variety offerings  in  the  burley  and 
oriental  segment  through  collaborative and customised  programs  and  an 
enlarged  customer base. The business is exploring market opportunities  in 
the  growing smokeless tobacco segment through customised offerings.  While 
flavour has not been a source of competitive strength for Indian  tobaccos, 
focused  attention to reliability, scalability, product integrity,  service 
and competitive pricing would continue to be the imperatives to sustain and 
grow market share.

The  business  continued  to provide strategic  sourcing  support  to  your 
Company's cigarette business.

Your  Company's  pioneering R&D efforts on varietal  improvements  in  leaf 
tobacco  was further fortified with the development of various  burley  and 
oriental  type  tobaccos.  These  initiatives  such  as  improved   nursery 
management designed for higher efficiencies in seed use, optimised usage of 
crop  production chemicals and other agronomic practices are improving  the 
potential  of  the newly developed varieties. These efforts  are  not  only 
helping  to  secure  global demand for Indian leaf  tobacco,  but  also  in 
improving  the  socio-economic  status  of  the  small/tribal  farmers  and 
providing  enhanced value to global customers. Vertical growth  to  achieve 
enhanced  productivity continues to be the focus area of research and  crop 
development  initiatives. Similarly, substantial progress has been made  to 
strengthen  the pipeline of new hybrid combinations for deployment  in  the 
growth  zones.  Capitalising  on your Company's  R&D  efforts  on  varietal 
improvement,  the  growing  areas  of  Flue-Cured  Virginia  hybrids   were 
substantially increased in collaboration with the Central Tobacco  Research 
Institute  and  the  Tobacco Board of India.  Significant  milestones  were 
achieved  towards  the development of a new curing regime  in  tobacco  and 
further  experimental trials are underway to bring forth a  unique  product 
portfolio.

Your  Company  continues to focus on maintaining the  highest  quality  and 
safety  standards in all its units. During the year, the Chirala  unit  won 
the  Globe  of  Honour' award from the British  Safety  Council  for  best 
environmental practices and the Best Management Award' from the Government 
of Andhra Pradesh for industrial relations & employee welfare. The Anaparti 
unit  won  the Gold Medal and Silver Medal awards for  Quality  Circles  in 
competitions  held  by Quality Circle Forum of India'  at  regional  level 
competitions  and  Distinguished Awards' at National  level  competitions. 
Total  Cost  Management  Maturity Model Level 3 from  CII  for  Total  Cost 
Management was awarded to both the Chirala and Anaparti units.

In order to service the growing demand for leaf tobacco, your Company is in 
the  process  of  commissioning additional  capacities  in  Karnataka.  The 
business is in the process of reorganising the supply chain to address  the 
ever  increasing complexity of the leaf supply chain from a strategic  cost 
management perspective.

Your   Company   with  its  unmatched  R&D   capability,   state-of-the-art 
facilities,   unique  crop  development  and  extension   expertise,   deep 
understanding  of  customer and farmer needs, is well  poised  to  leverage 
emerging opportunities for Indian leaf tobacco and sustain its position  as 
a world class leaf tobacco organisation.

Other Agri Commodities

Global  trade  grew by 12% on the strength of robust  growth  witnessed  in 
developing and emerging economies as also on account of the fiscal stimulus 
provided  by advanced nations. This has been achieved despite the  sluggish 
post recession recovery in theworld economy, reduced availability of credit 
and trade volumes which are still ruling below the pre-recession levels  in 
countries severely affected by the financial crisis. Food grain  production 
in  the  country  is expected to touch 232 million  tonnes  representing  a 
growth of 6.4% over the previous year. Despite this impressive growth, food 
inflation continued to be high and a cause of worry. Consequently, the  ban 
on  export  of some key commodities like wheat, rice  and  sugar  continued 
during the year.

A  decline in global soya bean production led by a sharp drop in  Argentina 
resulted  in  good  demand  for  Indian soya bean  and  soya  meal  in  the 
international markets. Aided by good monsoons in the crop growing  regions, 
Indian  soya  crop  output  registered an increase  over  last  year.  Your 
Company,  a  leading  player in the Indian soya bean market,  was  able  to 
benefit  from this opportunity and record significant increase in  business 
size  and profits. The agri-business model has been reoriented to focus  on 
providing comprehensive assistance to customers on all aspects of commodity 
sourcing  viz.  procurement,  inventory, logistics and  costs.  The  target 
customer  segments comprise brand owners, private labels,  food  processors 
and exporters. The new model has enabled your Company to deliver relatively 
risk  free  returns  even as the markets remained  volatile.  Your  Company 
proposes  to  further  strengthen this model to scale up  business  in  the 
future.

Your Company continued to source identity preserved, specific high  quality 
wheat through its e-Choupal channel for its Foods business. The  initiative 
of  procuring  a part of its wheat requirement directly at  the  processing 
plants  on  a  just-in-time' basis was scaled up  during  the  year.  This 
yielded significant reduction in freight, warehousing and other operational 
costs without diluting its stringent quality norms.

In sourcing chip stock potato for its Bingo!' potato chips business,  your 
Company continued its initiative of sourcing locally grown potatoes (closer 
to manufacturing units) in order to provide encouragement to local  farmers 
and to minimise logistics costs. During the year, 57% of the consumption at 
your  Company's  Haridwar processing plant was sourced locally.  Trials  on 
development of new varieties and new areas continued during the year.

India  is  the world's largest producer, consumer and exporter  of  spices. 
Exports  of  spices from India have been growing at 16%  and  the  domestic 
market  for  branded  spice powders is growing at  11%.  With  the  growing 
concerns  of  food  safety and product integrity, there  is  an  increasing 
demand for suppliers with end-to-end' capabilities having complete custody 
of the supply chain, supported by appropriate technology to deliver quality 
and augmented with traceability management systems to provide the  required 
product  assurance.  Your  Company seeks to  harness  this  opportunity  by 
building  a business model based on customised products and  services  with 
requisite crop development, state-of-the-art infrastructure and tailor made 
products  and processes to garner an increasing share of the  fast  growing 
domestic  and export market. In the last five years, the  spices  business, 
apart from providing support to the Aashirvaad' range of spice powders has 
gained  considerable  market  standing amongst large  domestic  and  export 
customers  as a supplier of assured quality with customised  processes  and 
infrastructure, with a significantly high level of source credibility'.

Your Company's initiative of marketing Kisan Credit Cards on behalf of  the 
State  Bank  of India continued to receive encouraging  response  from  the 
farmers.  Credit  camps  were organised by your  Company  to  help  farmers 
improve awareness of Kisan Credit Cards, and were received enthusiastically 
by   the  farming  community.  This  increased  awareness  and   continuous 
communication  at  the field level, significantly improved the  quality  of 
documentation,   lowered  application  rejection  levels  while   improving 
turnaround times.

The  rural  retailing  business  of your Company  continued  to  make  good 
progress by registering an overall increase in sales by 87% facilitated  by 
expansion  of  product range, introduction of reputed  brands  of  apparel, 
footwear  and  other  products at affordable  prices  and  quicker  product 
replenishment.  The Kisan Vikas Yojana', a unique customer loyalty  scheme 
designed to cater to the requirements of the farmers was received very well 
by the farming community. The range of agri-inputs was expanded to  include 
products and brands specifically to meet local requirements. This  resulted 
in a 90% increase in sales of agri-inputs. Your Company also organised mass 
consumer  awareness programmes - Choupal Mahotsav' in the premises of  the 
stores,  which  comprise  of  product  /  brand  familiarisation,   product 
demonstration and entertainment. Based on the considerable interest evinced 
by  customers towards this programme, as evident in the enhanced  footfalls 
at your Company's stores, plans are afoot to scale up the programme in  the 
coming years.

Last year, your Company launched an initiative to strengthen and expand the 
distribution reach of its e-Choupal network for FMCG products in the  rural 
markets. The year saw throughputs increasing by more than 40%. Based on the 
learnings over the last few years, your Company now proposes to synchronise 
its  rural marketing and rural distribution businesses. Towards  this  end, 
your Company has piloted convergence programmes engaging a large number  of 
rural  consumers.  These convergence programmes which are  called  Choupal 
Haats',  focus on product awareness, demonstration and brand marketing  and 
targets  higher  availability  of quality FMCG  products  in  rural  retail 
outlets.  Last  year,  your  Company  had  launched  an  employment  portal 
Rozgarduniya.com'  in alliance with Monster India - an online  career  and 
recruitment  firm,  to assist the rural youth in finding jobs in  the  non-
agricultural  sector. During the year, the initiative was  extended  across 
several  locations  and a large number of rural youth were  registered  for 
employment  search.  The  portal  also partnered  many  companies  who  are 
potential employers. Your Company has definite plans to increase the number 
of partners, geographical reach and sectors under this portal.

Your Company has piloted a Market Based Partnership for Health'  programme 
in alliance with United States Agency for International Development (USAID) 
and  other  partners.  The  pilot, which has been  launched  in  Gonda  and 
Chandauli districts of Uttar Pradesh focuses on improvement of maternal and 
child  health  and general hygiene and thereby  reducing  mortality  rates. 
Under  the  programme, several village health workers  have  been  trained. 
These  village  health  workers  will  create  awareness  among  the  rural 
womenfolk and will market products from partnering companies which  address 
health  and hygiene issues. In the year ahead, your Company plans to  focus 
on  market  activation  through  these  convergence  platforms,   awareness 
creation  through  village  level contacts by village  health  workers  and 
making  the  products  available at the villages.  These  initiatives  will 
progressively transform the e-Choupal network into an all-weather venture - 
relatively de-risked from regulatory uncertainties and market volatility  - 
even  as  it  continues  to provide  strategic  sourcing  support  to  your 
Company's  Foods business as well as to serve as an efficient  intervention 
model for rural development.

NOTES ON SUBSIDIARIES

The  following may be read in conjunction with the  Consolidated  Financial 
Statements  enclosed  with  the  Accounts,  prepared  in  accordance   with 
Accounting  Standard  21. In view of the general exemption granted  by  the 
Ministry  of  Corporate  Affairs, the report  and  accounts  of  subsidiary 
companies  are  not  required to be attached to  your  Company's  Accounts. 
Shareholders  desirous  of  obtaining  the  report  and  accounts  of  your 
Company's  subsidiaries  may obtain the same upon request. The  report  and 
accounts  of the subsidiary companies will be kept for inspection  at  your 
Company's registered office and those of the subsidiary companies. Further, 
the report and accounts of the subsidiary companies will also be  available 
at   the   Shareholder   Value'  section  of   your   Company's   website, 
www.itcportal.com in a downloadable format.

ITC Global Holdings Pte. Limited, Singapore (ITC Global'), a subsidiary of 
your  Company, was under Judicial Management from 8th November,  1996  till 
30th  November,  2007. On an application of the Judicial  Managers  of  ITC 
Global, the High Court of the Republic of Singapore on 30th November,  2007 
ordered winding up of ITC Global, appointed a Liquidator and discharged the 
Judicial  Managers.  Consequently,  your Company is not in  a  position  to 
consolidate  the  accounts  of  ITC Global and  its  subsidiaries  for  the 
financial year ended 31st December, 2010 or to make available copies of the 
same for inspection by shareholders.

Surya Nepal Private Limited

The  unsettled  political environment in Nepal continued through  the  year 
under  review. After several months of functioning under a caretaker  Prime 
Minister,  a  coalition  government  assumed  charge  but  the  absence  of 
consensus  amongst  coalition  partners stalled the  formation  of  a  full 
cabinet.

Social,  economic  and political disruptions continued to take  place  from 
time to time. Workers of several companies in Nepal, including those at the 
company's  factories, went on strike on 27th March, 2011, demanding  inter-
alia, 100% increase in wages. While the factories have since resumed normal 
operations, negotiations involving various unions, the Government of  Nepal 
and  industry continue. While GDP growth for the financial year ending  mid 
July  2011 is estimated at 3.5%, such tensions coupled with  the  political 
uncertainties  have  restrained  the economy from performing  at  a  higher 
level.

Amidst  the challenging operating environment, the company  maintained  its 
growth trajectory during the year under review. In the twelve-month  period 
ended  14th  March,  2011 (30th Falgun 2067), the company  recorded  a  25% 
growth  in  sales with Gross Turnover (net of VAT) increasing  to  Nepalese 
Rupees (Rs.) 1256 crores from Rs. 1005 crores in the previous year.  Profit 
After  Tax at Rs. 237 crores increased by 31% over the previous  year.  The 
company retains its status as the single largest private sector contributor 
to  the  exchequer accounting for about 3.5% of the total revenues  of  the 
Government of Nepal.

The  company consolidated its leadership position in the  cigarette  market 
through  its  investments in product development and quality.  Despite  the 
agro-climatic  challenges  of  growing  tobacco  in  Nepal,  the  company's 
continuous  engagement  with  tobacco  farmers  from  the  stage  of   seed 
development  to crop harvesting have helped in enhancing  productivity  and 
quality  at  the  farm level, thereby enhancing  returns  to  the  farmers. 
Encouraged  by  the  interventions of the  company,  farmers  have  sharply 
stepped  up the acreage under tobacco cultivation. Efforts are underway  to 
further improve the quality of the domestic grades of tobacco.

On  the  manufacturing  front,  the company  continued  to  invest  in  new 
technology  cigarette making and packing lines,  additional  infrastructure 
and development of human talent to sustain superior and consistent  product 
quality  and  augment capacity. Energy conservation measures  were  further 
reinforced.  Construction  of a second cigarette factory near  Pokhara  has 
commenced and will position the company well for servicing consumer  demand 
for its products over the longer term.

The  garments export business, while continuing to service orders  for  the 
John  Players' and Wills Lifestyle' range of apparels,  strengthened  its 
forays   into  new  export  markets  and  increased  such  export   volumes 
significantly over the previous year.

In  the  domestic garments market, John Players' continued to  retain  its 
leadership  status in the branded apparel segment while  Springwood',  the 
company's  mass  market brand, positioned as an alternative  to  low  price 
imports  from  China  and South East Asia,  has  further  consolidated  its 
position in the value for money' segment.

In the Safety Matches business, the company's brand Tir', has  established 
a strong consumer franchise within a few years of its launch.

The  company  continued to remain committed to its role  as  a  responsible 
corporate citizen and promoted sports and tourism in the country under  the 
Surya  Nepal  Khelparyatan programme, in collaboration with  Nepal  Tourism 
Board.

The  company declared a dividend of Rs. 90/- per equity share of Rs.  100/- 
each for the year ended 16th July, 2010 (32nd Ashad 2067).

ITC Infotech India Limited

While  global Information Technology (IT) spends in hardware  and  software 
improved  in 2010, growth in IT Services was relatively moderate.  Further, 
in  the US, although the recessionary conditions eased towards  the  latter 
part  of  the  financial  year, client  budgets  continued  to  be  tightly 
monitored.  These  trends  reflect the continuing  uncertainty  during  the 
economic recovery. Surveys by global analysts suggest that IT services  are 
expected  to  grow during the next 24 months on the back  of  increased  IT 
spends   on   implementation   of   software   application   systems    and 
infrastructural support.

Despite  the sluggish market conditions, the company grew total income  for 
the  year  by  13%.  During the year,  the  business  focused  on  building 
differentiated  capability  and in strengthening its  sales  and  technical 
delivery  teams.  Although these investments,  predominantly  in  manpower, 
impacted  margins  for the year, it has at the same time  strengthened  its 
capability platform for future growth.

For the year under review:

(a)  ITC Infotech India Limited registered an Income of Rs.  426.42  crores 
(previous year Rs. 377.71 crores) and a Profit After Tax of Rs. 7.46 crores 
(previous year Rs. 34.01 crores);

(b)  ITC  Infotech  Limited, UK, (I2B) a wholly  owned  subsidiary  of  the 
company,  registered  a Turnover of GBP 22.22 million  (previous  year  GBP 
19.44 million) and a Net Profit of GBP 1.03 million (previous year GBP 0.69 
million).

(c)  ITC  Infotech  (USA), Inc., (I2A) a wholly  owned  subsidiary  of  the 
company,  together  with its wholly owned subsidiary  Pyxis  Solution  LLC, 
registered  Total  Revenues of US$ 38.43 million (previous year  US$  30.99 
million)  and  a  Net Profit of US$ 0.01 million (previous  year  US$  0.08 
million).  In  line  with  its  focus  on  continuously  providing  quality 
deliverables  to its customers, the company's delivery processes have  been 
certified  at  a maturity Level 3 of the Software  Engineering  Institute's 
(SEI)  Capability Maturity Model Integration (CMMI) framework. The  company 
continues to invest in improving program management processes to ensure the 
highest levels of quality in technical delivery.

As  mentioned  earlier, the company also continues to  invest  in  building 
differentiated  capabilities. Some of these capabilities include  solutions 
in the areas of customer loyalty', end-to-end transformational services in 
IT  outsourcing and Global Reporting Initiative (GRI) based  sustainability 
reporting.  Further, the company has maintained its partnerships  with  the 
world's  leading  Independent  Software Vendors (ISVs)  in  building  niche 
solutions  to address white spaces and joint go-to-market initiatives.  ITC 
Infotech  India has been ranked 26th in the Leader's Category for the  2011 
Global  Outsourcing  100 by the International  Association  of  Outsourcing 
Professionals  (IAOP). This is the fifth consecutive year that the  company 
has featured in this prestigious list.

The  partner co-innovation strategy and the focused strategy  of  launching 
solutions  which demonstrate value to clients in addressing some  of  their 
critical   business  challenges  such  as  effective  client   relationship 
management  and lowering the cost of operations, have  yielded  encouraging 
results  and  led  to the acquisition of several  marquee,  high  potential 
clients and a growing funnel of prospects. During the year, the company has 
renewed its focus on India and the larger Asia-Pacific region and this  has 
already  resulted  in  significant traction  in  acquiring  new  customers, 
particularly  in  India. Market focus has also been  extended  to  specific 
regions in Western Europe.

Based on a survey commissioned through a reputed external agency,  existing 
customers  of the company have given satisfaction scores which are  amongst 
the highest in the industry.

On the talent front, as expected, there has been a build-up of pressure  on 
availability  of quality talent. The company has addressed this  through  a 
process  of  growing  and nurturing talent  internally  through  continuous 
employee engagement and training programs.

With  strategies  in  place  to  expand to  new  markets,  a  portfolio  of 
differentiated solutions, the ability to provide superior customer care and 
excellence  in delivery through project management capabilities,  knowledge 
management, solution accelerators and a robust quality system, the  company 
is poised to achieve rapid growth.

During the year, the company registered an Income of Rs. 27.72 crores and a 
Profit After Tax of Rs. 19.97 crores.

As stated in earlier Reports, a petition was filed by an individual in  the 
High Court at Calcutta, seeking an injunction against the company's Counter 
Offer  to  the shareholders of VST Industries Limited, made  in  accordance 
with the Securities and Exchange Board of India (Substantial Acquisition of 
Shares  & Takeovers) Regulation, 1997, as a competitive bid, pursuant to  a 
Public Offer made by an Acquirer, which closed on 13th June, 2001. The High 
Court  at Calcutta, while refusing to grant such an injunction,  instructed 
that the acquisition of shares pursuant to the Counter Offer by the company 
and  the  other Acquirer would be subject to the final order  of  the  High 
Court, which is still awaited. Similar suits filed by an individual and two 
shareholders  of VST, in the High Courts of Delhi at New Delhi  and  Andhra 
Pradesh  at  Hyderabad, had earlier been dismissed by the  respective  High 
Courts.

Wimco Limited

The company achieved a Turnover of Rs.192 crores during the year and posted 
a net loss for the year of Rs. 59.65 crores against Rs.16.24 crores loss in 
the previous year, primarily as a result of one-time separation costs  (Rs. 
37 crores) and steep increases in input costs.

During the year under review, margins in the Matches business continued  to 
remain  under pressure due to a very sharp escalation in the prices of  raw 
materials,  primarily wood, splints, paperboard and key chemicals.  Several 
measures were taken to rationalise costs and improve margins in this highly 
competitive category.

Availability  of critical raw materials like wood at competitive prices  is 
crucial for the success of this industry. The Agro Forestry business of the 
company  is taking steps towards this end by supplying high quality  poplar 
saplings  to  farmers in northern India. Apart from creating  a  long  term 
sustainable supply of a critical raw material, the company's initiative  of 
creating sustainable and meaningful linkages across the farmer community is 
helping  to  create employment and livelihood and in  improving  the  green 
cover in the region.

The  continuing differentials in taxation between the mechanised  and  non-
mechanised  sectors  have forced the company to  evaluate  alternatives  to 
arrive at a viable business model. As a first step, a voluntary  separation 
scheme was effected at Chennai and Ambernath factories, during the year, to 
enable better leveraging of the underlying asset base.

The Engineering business of the company continued to be supported by steady 
orders  with the improving investment climate. This business is poised  for 
further growth through new customer acquisitions, both in the domestic  and 
overseas  markets. The business plans to leverage new and improved  product 
designs to offer superior packaging solutions to customers.

The  initiatives  taken by the company during the year to  restructure  its 
operations are expected to yield positive results in the years to come.

Srinivasa Resorts Limited

During  the financial year ended 31st March, 2011, the company recorded  an 
Income  of Rs. 56.04 crores (previous year Rs. 54.57 crores) and  a  Profit 
Before  Tax  of Rs. 12.85 crores (previous year Rs. 14.11  crores).  Profit 
After  Tax stood at Rs. 9.26 crores (previous year Rs. 9.62  crores)  after 
providing  for  income  tax  of Rs. 3.59 crores  (previous  year  Rs.  4.49 
crores).

The  financial  performance  of  the  company's  hotel  at  Hyderabad,  ITC 
Kakatiya, was adversely impacted by the continuing political uncertainty in 
the  State.  The  hotel initiated various measures  to  contain  costs  and 
improve profitability without compromising on the quality of superior guest 
experience.

The hotel received the Times Food Guide' awards for Kebabs & Kurries' and 
Dakshin'-  with both being rated the best restaurants in their  respective 
categories.

The Board of Directors of the company has recommended a dividend of Rs. 2/- 
per equity share of Rs. 10/- each for the year ended 31st March, 2011.

Fortune Park Hotels Limited

During  the financial year ended 31st March, 2011, the company recorded  an 
Income  of Rs. 18.01 crores (previous year Rs. 14.92 crores) and  earned  a 
Profit  After Tax of Rs. 4.12 crores (previous year Rs. 2.13 crores)  after 
providing  for  income  tax  of Rs. 1.90 crores  (previous  year  Rs.  1.20 
crores).

The  company, which caters to the mid-market to upscale'  segment,  forged 
new  alliances during the year taking the total number of properties  under 
the  Fortune' brand to 63, with a total room count of 4,915. Of these,  38 
properties  are operating hotels. Additionally, 4 hotels are slated  to  be 
commissioned  during  the  course  of  the  financial  year  2011-12.   The 
remaining  21 hotel  projects are under various stages of development.  The 
company seeks to be a leading player in the mid market to upscale  segment, 
providing  quality products and services that would position  Fortune'  as 
the premier value' brand in the Indian hospitality sector.

The Board of Directors of the company has recommended a dividend of Rs. 7/- 
per equity share of Rs. 10/- each for the year ended 31st March, 2011. 

Bay Islands Hotels Limited

During  the year 2010-11, the company earned an Income of Rs.  1.12  crores 
(previous  year  Rs. 1.01 crores) and Profit After Tax of Rs.  0.76  crores 
(previous year Rs. 0.68 crores) after providing for income tax of Rs.  0.30 
crores (previous year Rs. 0.27 crores).

The  Board  of Directors of the company has recommended a dividend  of  Rs. 
50/-  per  equity share of Rs. 100/- each for the year  ended  31st  March, 
2011. 

Landbase India Limited

Landbase  India Limited owns and operates the Classic Golf Resort,  a  Jack 
Nicklaus Signature Course, near Gurgaon. As reported in the previous years, 
golf based resorts present attractive long-term prospects in view of  their 
growing  popularity  all  over  the world.  The  work  towards  creating  a 
destination  luxury  resort hotel at the Classic Golf Resort is  now  under 
construction and the project is progressing as per schedule.

During the year, the company issued and allotted to ITC Limited,  25,00,000 
Redeemable Preference Shares of Rs. 100/- each for cash at par, aggregating 
Rs.  25  crores.  The proceeds from the Preference Share  issue  are  being 
utilised  by  the company for the construction of  the  destination  luxury 
resort.

Technico Pty Limited

The company continued to focus on the commercialisation of its TECHNITUBERr 
technology and subsequent field multiplication of seed potatoes through its 
wholly  owned  subsidiaries in different geographies. The company  is  also 
engaged in the marketing of TECHNITUBERr seeds to global customers from the 
production facilities of its subsidiaries in India, China and Canada.

During  the year under review, Technico's leadership in the  production  of 
early  generation  seed  potatoes  and strong  agronomy  skills  have  been 
leveraged  by your Company's Branded Packaged Foods business for  its  chip 
stock sourcing operations for the Bingo!' brand of potato chips as well as 
by  the  Other  Agri  Commodities business in  servicing  the  seed  potato 
requirements of its farmer base in key States.

For the year under review:

a)  Technico  Pty Limited, Australia registered a  Turnover  of  Australian 
Dollar (A$) 1.58 million (previous year: A$ 1.95 million) and a Net  Profit 
of  A$  0.10 million (previous year: A$ 0.71 million). Sales  and  Post-tax 
profits  for  the  year  under  review  were  adversely  affected  by   the 
appreciation  in the Australian Dollar versus the US Dollar, which  is  the 
invoicing currency for the company. 

b) Technico Agri Sciences Limited, India registered a Turnover of Rs. 47.65 
crores (previous year: Rs. 54.31 crores) and a Profit After Tax of Rs. 7.02 
crores  (previous year: Rs. 14.02 crores). During the year under review,  a 
record  potato  crop  drovedown table potato  prices.  Consequently,  sales 
realisation  during the year for seed potatoes were also lower compared  to 
the prices achieved in the previous financial year. While this resulted  in 
lower  Post-tax  profits  relative to the previous year,  the  company  was 
successful  in wiping-out its accumulated losses and looks forward  to  the 
future with confidence.

c) Technico ISC Pty Limited, a dormant entity since its incorporation,  was 
voluntarily deregistered on 3rd November, 2010. 

d)  Technico  Asia Holdings Pty Limited, Australia,  Technico  Technologies 
Inc., Canada and Technico Horticultural (Kunming) Co. Limited, China

- There were no major events to report with respect to the above companies.

King Maker Marketing Inc.

King  Maker  Marketing  Inc. (KMM) is a wholly  owned  subsidiary  of  your 
Company  registered in the State of New Jersey, USA. It is engaged  in  the 
distribution  of your Company's tobacco products in the US market. It  also 
provides your Company, marketing research and business development services 
related to the US Market for FMCG and other products.

During the year under review, KMM continued to face a challenging operating 
environment,  post the Federal Excise Tax increases of the  previous  year, 
which  resulted in a decline of cigarette volumes and the end of  the  Roll 
Your  Own  (RYO) industry segment. In the year under review, the  Food  and 
Drug Administration (FDA) initiated cigarette packing changes in June  2010 
and  most  States  adopted  the  costlier  Low  Ignition  Propensity  (LIP) 
cigarette law. Discontinuation of RYO coupled with regulatory changes viz., 
changes   in   LIP  cigarette  law,  inter-alia,  resulted   in   inventory 
obsolescence.  The  company used this occasion to rationalise  its  product 
offers, while focusing on developing its brands.

The year also saw the large multinational cigarette companies operating  in 
the  US, investing in the discount segment in which the  company  operates. 
Growth  of Pipe tobaccos as a substitute for RYO,  cigarette  manufacturing 
machine at retail, presence of flavoured little cigars akin to  cigarettes, 
discount  cigarettes  manufactured  in  Native  American  reservations  and 
illicit  trade,  all  challenged  the company's  ability  to  drive  volume 
upturns.  Consequently,  revenues declined by 32% over the  previous  year. 
However,  improved  productivity and cost saving actions  enabled  improved 
profitability. 

The  FDA  is expected to announce several new initiatives in the  next  two 
years  to regulate product standards and packaging of  cigarette  products. 
The  company will continue to review the regulatory and market  environment 
for tobacco, to fine-tune its strategies in the US Market.

ITC Global Holdings Pte. Limited

The  Judicial  Managers  had  been conducting the  affairs  of  ITC  Global 
Holdings  Pte.  Limited  (Global')  from  8th  November,  1996  under  the 
authority  of the High Court of Singapore. Pursuant to the  application  of 
the  Judicial Managers, the Singapore Court on 30th November, 2007  ordered 
the  winding  up  of  Global, appointed a  Liquidator  and  discharged  the 
Judicial Managers.

As  stated in the previous years' Reports, the Judicial Managers of  Global 
had filed a Writ against your Company in November 2002 before the Singapore 
High Court claiming approximately USD 18.10 million. Based on legal advice, 
your  Company filed an appropriate application for setting aside  the  said 
Writ.  On  2nd March, 2006, the Assistant Registrar of the  Singapore  High 
Court  set  aside the service of Writ of Summons on your Company  and  some 
individuals. Subsequently in November 2006, your Company received a set  of 
papers  purportedly sent by Global including what appeared to be a copy  of 
the  earlier  Writ  of Summons. Your Company filed a fresh  Motion  in  the 
Singapore  High Court praying for setting aside the said Writ  of  Summons, 
which was upheld by the Assistant Registrar of the Singapore Court on  13th 
August,  2007.  Global filed an Appeal against this Order before  the  High 
Court of Singapore, which on 30th January, 2009, set aside the order giving 
leave to Global to serve the Writ out of Singapore against your Company and 
also  dismissed  the said appeal. Thereafter on 14th December,  2009,  your 
Company  received  a  binder  purportedly sent  by  Global  including  what 
appeared  to be a copy of the same earlier Writ of Summons. Based on  legal 
advice,  your  Company  again filed a Motion in the  Singapore  High  Court 
praying for setting aside the said Writ of Summons. On 18th November, 2010, 
the  Assistant  Registrar  of  the Singapore High  Court  passed  an  order 
dismissing  your  Company's motion to set aside the Writ of  Summons.  Your 
Company  has  filed  an  appealin the  Singapore  High  Court  against  the 
Assistant Registrar's decision.

BFIL Finance Limited

The company continues to focus its efforts on recoveries through negotiated 
settlements  including  property  settlements and pursuit  of  legal  cases 
against various defaulters. The company has no external liabilities outside 
the  ITC  group.  The company will examine  options  for  further  business 
opportunities at the appropriate time.

Gold  Flake  Corporation  Limited,  Wills  Corporation  Limited,  Greenacre 
Holdings Limited & MRR Trading and Investment Company Limited

There were no major events to report with respect to the above companies.

NOTES ON JOINT VENTURES

ITC Filtrona Limited

Gross  sales  for  the year ended 31st December, 2010  at  Rs.  139  crores 
represents  a growth of 3% over the previous year. Pre-tax profits  at  Rs. 
12.1  crores  was  adversely  impacted by  high  input  costs  and  pricing 
pressures.

The  company continued its modernisation programme aimed at  upgrading  its 
filter  making  machines to sustain the company's technological  edge  over 
competition  and to further consolidate its position as the market  leader. 
In  addition, the company plans to augment its capacity to  address  future 
market  potential.  While striking a balance between the  need  to  sustain 
investments  for  growth  and the  shareholder's  expectation  for  growing 
income, the Directors of the company have recommended a dividend of Rs. 9/- 
per Equity share of Rs. 10/- each for the year ended 31st December, 2010.

While  quality continues to be its prime focus, innovation and  support  to 
customers for product development has resulted in the company attaining the 
status of a preferred supplier.

Maharaja Heritage Resorts Limited

Maharaja  Heritage  Resorts Limited, a joint venture of your  Company  with 
Jodhana  Heritage  Resorts  Pvt. Limited, currently  operates  53  heritage 
properties  under  the WelcomHeritage' brand and continues to  grow,  with 
additional 14 properties under development.

Espirit Hotels Private Limited

During  the  year,  your  Company entered  into  a  joint  venture  towards 
developing  a luxury hotel complex at Begumpet, Hyderabad. Under the  terms 
of  the Joint Venture Agreement, your Company acquired 26% equity stake  in 
the joint venture company, Espirit Hotels Pvt. Ltd. (EHPL) and will, inter-
alia, provide hotel management services to EHPL under an Operating Services 
Agreement upon commissioning of the hotel.

RISK MANAGEMENT

As  a  diversified enterprise, your Company has always had  a  system-based 
approach  to  business risk management. Backed by strong  internal  control 
systems,  the current risk management framework consists of  the  following 
elements:

-  The  Corporate  Governance  Policy  clearly  lays  down  the  roles  and 
responsibilities of the various entities in relation to risk management.  A 
range  of  responsibilities,  from the strategic  to  the  operational,  is 
specified in the Governance Policy. These role definitions, inter-alia, are 
aimed  at ensuring formulation of appropriate risk management policies  and 
procedures,  their effective implementation and independent monitoring  and 
reporting by Internal Audit.

- The Corporate Risk Management Cell works with the businesses to establish 
and  monitor  the  specific profiles including  both  strategic  risks  and 
operational  risks.  The  process includes  the  prioritisation  of  risks, 
selection of appropriate mitigation strategies and periodic reviews of  the 
progress on the management of risks.

-  A  combination  of centrally issued  policies  and  divisionally-evolved 
procedures brings robustness to the process of ensuring business risks  are 
effectively addressed.

- Appropriate structures have been put in place to proactively monitor  and 
manage the inherent risks in businesses with unique / relatively high  risk 
profiles.

-  A strong and independent Internal Audit Function at the Corporate  level 
carries   out   risk  focused  audits  across  all   businesses,   enabling 
identification  of  areas where risk management processes may  need  to  be 
improved. The AuditCommittee of the Board reviews Internal Audit  findings, 
and provides strategic guidance on internal controls. The Audit  Compliance 
and  Review  Committee closely monitors the  internal  control  environment 
within  your  Company and ensures that Internal Audit  recommendations  are 
effectively implemented.

- At the business level, Divisional Auditors continuously verify compliance 
with  laid  down  policies and procedures, and help plug  control  gaps  by 
assisting operating management in the formulation of control procedures for 
new areas of operations.

-   A  robust  and  comprehensive  framework  of  strategic  planning   and 
performance management ensures realisation of business objectives based  on 
effective  strategy implementation. The annual planning  exercise  requires 
all businesses to clearly identify their top risks and set out a mitigation 
plan  with agreed timelines and accountability. Businesses  have  confirmed 
that  all  relevant  risks have been identified,  assessed,  evaluated  and 
appropriate mitigation systems implemented.

The  combination  of policies and processes as  outlined  above  adequately 
addresses the various risks associated with your Company's businesses.  The 
senior management of your Company periodically reviews the risk  management 
framework to maintain its contemporariness so as to effectively address the 
emerging challenges in a dynamic business environment.

AUDIT AND SYSTEMS

Your  Company believes that internal control is a necessary concomitant  of 
the principle of governance that freedom of management should be  exercised 
within a framework of appropriate checks and balances. Your Company remains 
committed  to  ensuring  an effective  internal  control  environment  that 
provides assurance on the efficiency of operations and security of assets.

Well established and robust internal audit processes, both at business  and 
corporate  levels, continuously monitor the adequacy and  effectiveness  of 
the  internal  control environment across your Company and  the  status  of 
compliance with operating systems, internal



policies  and regulatory requirements. In the networked IT  environment  of 
your  Company,  validation  of IT security  continues  to  receive  focused 
attention  of  the internal audit team which includes IT  specialists.  The 
Internal   Audit   function,   consisting   of   professionally   qualified 
accountants,  engineers and IT specialists reviews the quality of  planning 
and execution of all ongoing projects involving significant expenditure  to 
ensure  that project management controls are adequate to yield  value  for 
money'.

Your  Company's Internal Audit function is certified as complying with  ISO 
9001:2008 quality standards in its processes.

The  Audit  Committee  of your Board met nine times  during  the  year.  It 
reviewed,  inter-alia,  the  adequacy and  effectiveness  of  the  internal 
control   environment  and  monitored  implementation  of  internal   audit 
recommendations including those relating to strengthening of your Company's 
risk  management  policies  and  systems. It  also  engaged  in  overseeing 
financial disclosures.

HUMAN RESOURCE DEVELOPMENT

The  human  resource  philosophy  and strategy of  your  Company  has  been 
designed  to  attract and retain the best talent on offer. In  practice  it 
creates  and  nurtures workplace challenges that  keep  employees  engaged, 
motivated  and  innovative. This talent has, through  strongalignment  with 
your  Company's  vision, successfully built and  sustained  your  Company's 
standing  as one of India's most admired and valuable corporations  despite 
unrelenting competitive pressures.

Your Company has conscientiously fostered a culture that rewards continuous 
learning,  collaboration  and  development across the  organisation  to  be 
future-ready  and  meet  the  challenges  posed  by  ever-changing   market 
realities.  Employees  are  your Company's most valuable  assets  and  your 
Company's processes are designed to empower employees and support  creative 
approaches  in  order to create enduring value. Your  Company's  unflagging 
commitment  to  investing  in talent development  ensures  performance  and 
achievement of the highest order.

Your  Company's  human  resource management systems and  processes  aim  to 
enhance  organisational capability and vitality, so that each  business  is 
world  class  and  equipped to seize  emerging  market  opportunities.  The 
strategy  of  organisation  and  its ongoing  emphasis  on  developing  and 
nurturing  distributed leadership has ensured that each of  your  Company's 
businesses  are  managed by a team of competent, passionate  and  inspiring 
leaders, capable of building a future-ready organisation through continuous 
learning, innovationand world class execution.

Your  Company's  unswerving  belief in the mutuality of  interests  of  key 
stakeholders  binds  all  employees to a shared vision  and  purpose,  thus 
providing  it with the vital force for winning in the market place.  During 
the  year  under  review, your  Company  successfully  concluded  long-term 
agreements  at  several of its manufacturing units  and  hotel  properties, 
strengthening  the collaborative spirit across all sections  of  employees. 
Continuous   investment   in   contemporary   management   practices    and 
manufacturing  systems has resulted in significant enhancement  in  quality 
and productivity.

Your  Company's employees will relentlessly strive to deliver  world  class 
performance,  innovate newer and better ways of doing things, uphold  human 
dignity  and foster team spirit and discharge their role as  trustees'  of 
all  stakeholders  with  true faith and allegiance.  Over  24,000  of  your 
Company's  employees  have collectively envisioned the next  hundred  years 
with  commitment  to realising your Company's vision of  creating  enduring 
value for your Company and for the country.

SUSTAINABILITY - CONTRIBUTION TO THE TRIPLE BOTTOM LINE'

The  societal  challenges arising out of widespread  poverty  and  alarming 
degradation  of the environment, exacerbated now by the spectre of  climate 
change,  continue to be major threats for the future sustainability of  the 
economy and indeed the nation. It is critically important for all organs of 
society  to  recognise  these  challenges and  align  its  forces  to  find 
innovative solutions to ensure a secure, sustainable and equitable  future. 
Your  Company has achieved wide acclaim and significant business  advantage 
by  foreseeing  these  challenges and crafting  sustainable  and  inclusive 
growth  strategies that are in consonance with a larger  societal  purpose. 
Your  Company's  Triple  Bottom Line' philosophy of  creating  value  that 
encompasses  the  economic, environmental and social  dimension  summarises 
this  approach  and  has  indeed made your Company  a  global  exemplar  of 
Corporate Citizenship.

Your Company's environmental leadership is manifest in the unique  position 
it has achieved as the only company in the world, of comparable size, to be 
carbon  positive', water positive' and waste recycling positive'.  These 
path-breaking  initiatives  taken by your Company have not only  helped  in 
demonstrating its leadership in responsible corporate stewardship, but have 
also  enabled  significant  cost  savings  and  nurtured  the  creation  of 
environmental  and societal capital, transforming the lives of many  living 
at  the margin. Your Company's sustainability initiatives are in line  with 
the  Prime  Minister's  vision  for  corporate  participation  in  ensuring 
sustainable economic development with equity and are also in full alignment 
with the Government of India's National Action Plan on Climate Change.

Your  Company's  7th Sustainability Report published during  the  year  and 
independently  assured  by Ernst & Young is in accordance with  the  Global 
Reporting Initiative G3 Guidelines and at the highest A+ level. The report, 
ranked   7th  globally  in  best  carbon  disclosure'  by  the   Corporate 
Responsibility Reporting Awards, details your Company's progress across all 
dimensions  of  the  Triple Bottom Line'. The  8th  Sustainability  Report 
covering  the sustainability performance during the year 2010-11 is in  the 
process  of  publication and will continue to be independently  assured  by 
Ernst & Young.

Your  Company  has pro-actively pursued a low carbon growth  strategy  that 
addresses   climate  change  mitigation  and  adaptation  through   several 
innovative and pioneering initiatives. This integrated strategy encompasses 
large scale afforestation initiatives for carbon sequestration,  increasing 
use  of  renewable  energy in its operations,  continuous  efforts  towards 
energy  conservation and efficiency, establishment of  inspirational  green 
buildings,  extensive  watershed development programmes  and  promotion  of 
sustainable  agricultural  practices amongst farming communities.  This  is 
manifest  in your Company's Social and Farm Forestry programme that  covers 
nearly  1,14,000 hectares, its Integrated Watershed Development  programmes 
that  spans  nearly  65,000 hectares of water-stressed  land,  as  well  as 
initiatives  under  the  credo of Responsible Luxury'  of  your  Company's 
Hotels  business which is today the world's greenest hotel chain, with  all 
luxury  hotels being LEED Platinum rated. In the process, your Company  has 
significantly added to the environmental and social capital of the nation. 

Your  Company  has  actively participated in  market-based  mechanisms  for 
mitigating  the impact of climate change under Clean Development  Mechanism 
(CDM)  developed  by  the United Nations Framework  Convention  on  Climate 
Change  (UNFCCC).  Eight  CDM projects are presently  registered  with  the 
UNFCCC  and  many of them have already started earning carbon  credits.  In 
addition,  a  number  of new CDM projects are also  at  various  stages  of 
registration.  Furthermore,  your  Company  is  also  positioned  to   take 
advantage  of  other opportunities in voluntary carbon  markets  and  India 
specific schemes on the anvil, such as the Perform, Achieve and Trade (PAT) 
promoted  by  the  Government  of India. 

Your  Company's  focus  on  carbon  reduction  is  also  reflected  in  its 
commitment  to reduce its dependence on fossil fuel based  energy.  Towards 
this,  your  Company  has  progressively  made  investments  in   renewable 
resources of energy. In addition to the 20.1 MW wind energy capacity set-up 
earlier,  a  90  tonnes  per hour biomass fired boiler  has  also  been  in 
operation for over a year. Reinforcing this capacity, your Company has  now 
installed  a  21  MW wind energy unit in Karnataka and a  2.5  MW  unit  in 
Rajasthan.  These  investments  and better utilisation of  biomass  in  the 
Paperboards  and  Specialty  Papers  business ensure  that  35.3%  of  your 
Company's total energy requirements come from renewable sources.

Recognising  that  more than half of India's districts  are  acutely  water 
stressed, your Company has developed several water conservation initiatives 
to  enhance its positive water footprint. These include adopting  the  best 
available  technologies and benchmarked practices to achieve zero  effluent 
discharges, enhance rainwater harvesting both within units and in  socially 
relevant  areas as well as provide treated wastewater for irrigation as  an 
alternate option for farmers in water stressed areas. All these initiatives 
have  resulted  in the creationof rainwater harvesting potential  which  is 
over two times the net water consumption of your Company. 

Continuing  in  the low carbon growth path, your Company has  been  at  the 
forefront  of establishing iconic green buildings certified to the  highest 
levels of energy efficiency and environmental design. A journey that  began 
with  the  ITC Green Centre in Gurgaon (the largest  LEED -  Leadership  in 
Energy and Environment Design - Platinum rated office space in the world in 
2004) and the ITC Gardenia in Bengaluru (the World's largest LEED  Platinum 
rated  hotel),  has  now inspired the implementation  of  validated  green/ 
sustainability  standards in existing hotels and factories. As a  testament 
to  these  efforts, during the year under review, ITC Maurya in  New  Delhi 
became  the  first  LEED Platinum rated hotel  worldwide  in  the  existing 
building category, followed closely by ITC Grand Central, ITC Maratha,  ITC 
Windsor,  ITC Mughal, ITC Sonar and ITC Kakatiya, all of whom received  the 
LEED  Platinum  rating  from the US Green Building  Council  (USGBC).  This 
remarkable achievement makes your Company the greenest hospitality chain in 
the world.

Your Company's WOW - Wealth Out of Waste' programme has been  instrumental 
in  creating awareness amongst the public on the benefits of  the  Reduce- 
Reuse-Recycle' approach. The waste recycling initiatives implemented by the 
programme   have  contributed  significantly  to  the  protection  of   the 
environment,  as  well as in improving civic amenities, public  health  and 
hygiene.   This  initiative  has  received  several  accolades   from   the 
government,  NGOs,  commercial  institutions  and  the  public  at   large, 
including the prestigious Papyrus Award' from the Bureau of  International 
Recycling  (BIR). Your Company benefits from the generation of  sustainable 
raw  material  sources  at competitive prices,  while  conserving  precious 
environmental   resources  and  also  generating  considerable   livelihood 
opportunities.

All units of your Company are mandated to achieve total recycling of  solid 
waste  generated by their operations. The Paperboards and Specialty  Papers 
business, which accounts for more than 91% of total waste generated in your 
Company,  has  recycled  over  99% of the  total  waste  generated  by  its 
operations.  This business has also recycled an additional 1,19,002  tonnes 
of externally sourced waste paper, thereby reinforcing your Company's waste 
recycling positive status for the 4th consecutive year.

Your  Company  continued with its commitment towards ensuring  a  safe  and 
healthy  workplace for all employees, guests and visitors,  by  maintaining 
the  highest levels of safety and occupational health standards. All  units 
of your Company have best-in-class infrastructure, competent resources  and 
state-of-art  fire  detection  and protection  measures.  The  Environment, 
Occupational  Health  and Safety Management Systems  in  all  manufacturing 
units  and  hotels  conform to the best  international  standards.  Overall 
accident  statistics  show  a continual improvement trend  which  has  been 
reaffirmed   by  several  national  &  international  safety   awards   and 
certifications.

The CII - ITC Centre of Excellence for Sustainable Development', set up by 
your  Company  and  the apex national chamber CII in  2006,  continues  its 
endeavours  to  promote sustainable business practices  amongst  corporates 
across  the  country.  It  has enhanced its activities  to  meet  the  core 
objectives of creating awareness, promoting thought leadership and building 
capacity  amongst Indian enterprises in their quest for sustainable  growth 
solutions.  The CII - ITC Sustainability Awards', instituted to  recognise 
excellence  in sustainability performance, have honoured a large number  of 
leading  Indian companies and provided encouragement to many others. It  is 
heartening  that  the  number  of  aspirants  for  the  Award  is  steadily 
increasing year on year.

The  CII-ITC Centre is today playing a major role in engaging  with  policy 
makers to create an environment that encourages the adoption of sustainable 
business  practices. The Centre is a consulting partner in  several  policy 
interventions  such as Green Guidelines for Public Procurement, Low  Carbon 
Expert  Group  of  the Planning Commission,  National  Innovation  Council, 
Ministry of Corporate Affairs on CSR policy and is also represented on  the 
Board  of the Central Pollution Control Board and other bodies. During  the 
year,  the  Centre  introduced  three new service lines  in  the  areas  of 
stakeholder   engagement,  climate  change  strategies  and   training   of 
sustainability  assurance professionals. It is the only  certified  trainer 
for sustainability assurance professionals in South-East and South Asia.

In  pursuit  of your Company's commitment to the Triple Bottom  Line,  your 
Company's  Social Investments strategy continues to be driven by the  needs 
and  concerns  of two important stakeholders - the rural  communities  with 
whom  your  Company's  Agri  business  has  forged  a  long  and   enduring 
partnership  and the communities (both rural and urban) residing  in  close 
proximity  of  your Company's manufacturing units. The  Social  Investments 
Programme  aims to address certain key challenges that  these  stakeholders 
face in terms of livelihoods. For rural India, the major challenge is  that 
of  a deteriorating agri-production base that is likely to worsen,  due  to 
the adverse impacts of climate change. For households around the units, the 
challenge  is  that  of providing the necessary  social  infrastructure  to 
enable a decent quality of life.

Your Company addresses these challenges through a range of activities  with 
the overarching objective of creating sustainable sources of livelihood for 
the  stakeholders: (a) For rural communities, the attempt is  to  diversify 
farming  systems  by broad-basing the farm and off-farm  based  livelihoods 
portfolio of the poor. This is sought to be achieved through an  integrated 
approach   that  includes  the  development  of   wastelands,   watersheds, 
agriculture  and  milch  animals.  (b)  In  the  catchment  habitations  of 
manufacturing  units, your Company's focus is on nurturing  and  developing 
social  capital to create a level playing field in the market for  relevant 
and  contemporary  skills  and  to compete  with  the  demands  for  higher 
productivity.  This  is  being achieved through the  promotion  of  gender-
centric economic empowerment programmes for women, enhancing the quality of 
primary  education and improving health and sanitation conditions  focusing 
on the mother and child.

The footprints of your Company's Social Investments Programme has spread to 
51  districts  in the States of Andhra Pradesh, Bihar,  Karnataka,  Kerala, 
Madhya Pradesh, Maharashtra, Orissa, Rajasthan, Tamil Nadu, Haryana,  Uttar 
Pradesh and West Bengal.

Your Company's pioneering Social and Farm Forestry initiative covers nearly 
1,14,000  hectares today and is aligned to your Company's  pulpwood  supply 
chain  which creates a sustainable source of raw material for your  Company 
and  also meets the energy requirements of rural households.  Within  this, 
the  Social  Forestry  Programme covers 19,820 hectares  in  541  villages, 
impacting 24,382 poor households.

The  coverage of your Company's Soil and Moisture  Conservation  programme, 
designed  to  assist  farmers in  identified  moisture-stressed  districts, 
increased by another 13,204 hectares. 416 water-bodies were created  during 
the year. The total area covered under the watershed programme cumulatively 
stands  at  64,498 hectares. A significant achievement this  year  was  the 
partnerships  forged  with a number of State governments  for  implementing 
watershed  programmes. Agreements have been signed with the governments  of 
Maharashtra,  Rajasthan and Madhya Pradesh to bring 92,000  hectares  under 
soil and moisture conservation over the next five years.

The  Sustainable Livelihoods initiative of your Company strives  to  create 
alternative  employment for surplus labour and decrease pressure on  arable 
land by promoting non-farm incomes. The programme for improvement of cattle 
through   artificial  insemination  to  produce   high-yielding   crossbred 
progenies  has  been given special emphasis because it reaches out  to  the 
most impoverished and has the potential to enable them to live with  social 
and economic dignity. 49 Cattle Development Centres were established during 
the  year,  taking  the  total to 210 centres,  which  provided  1.67  lakh 
artificial inseminations during the year.

With the objective of improving the quality of life of people living in the 
proximity  of  the manufacturing units, the Women's  Empowerment  Programme 
covered  15,068  women  through 1,314 self-help  groups  (SHG)  with  total 
savings  of Rs. 206 lakhs. More than 37,000 women were  gainfully  employed 
either  through micro-enterprises or assisted with loans to  pursue  income 
generating  activities. Over 2,47,000 children have been covered under  the 
Supplementary   Education   Programme   till  date,   through   the   2,523 
Supplementary  Learning Centres. Infrastructural support has been  provided 
to 741 government schools till date.

The  advances made towards contributing to India's sustainable  development 
goals have been possible, in large measure, to your Company's  partnerships 
with some globally renowned NGOs like BAIF Institute for Rural Development, 
DHAN   Foundation,  Foundation  for  Ecological  Security   (FES),   Mysore 
Resettlement and Development Agency (MYRADA), Pratham, Self Employed  Women 
Association (SEWA), Self Reliant Initiatives through Joint Actions (SRIJAN) 
and  Watershed Organisation Trust (WOTR). These partnerships,  which  bring 
together  the  best-in-class management practices of your Company  and  the 
development  experience and mobilisation skills of NGOs, will  continue  to 
provide innovative grassroot solutions to some of India's worst problems of 
development in the years to come.

R&D, QUALITY AND PRODUCT DEVELOPMENT

Your Company, over the years, has invested significantly in its Research  & 
Development  (R&D)  programme  to develop a unique  source  of  sustainable 
competitive  advantage  by  leveraging  contemporary  advances  in  several 
relevant  areas  of  science  and technology and  blending  the  same  with 
classical concepts of product development.

This  challenging  task  of  creating  a  culture  of  science-led  product 
innovation  in  your  Company  was  carefully  addressed  by  appropriately 
identifying  the required set of core competency areas of science  such  as 
Plant   Breeding  and  Genetics,  Agronomy,  Microbiology,  Cell   Biology, 
Genomics,  Proteomics, Silviculture and several disciplines  of  Chemistry. 
Presently, your Company's R&D Centre is staffed with world class scientists 
and  equipped with state-of-the-art equipment for carrying out research and 
securing proprietary technologies for your Company's businesses.

Your  Company's Agrisciences R&D team continued its efforts  in  evaluating 
and  introducing  several  germplasm lines of  tobacco  and  eucalyptus  to 
increase  the genetic and trait diversities in these crops, which  in  turn 
will  strengthen  the research programs for developing new  varieties  with 
higher yields, better quality and other relevant traits for its businesses. 
Several   research  collaborations  have  been  initiated   with   globally 
recognised  Centres of Excellence to fast track its journey towards  proof 
of  concepts'. These collaborations cover both Tobacco and  Eucalyptus  and 
are  designed  in  a  manner whereby your  Company  will  gain  fundamental 
insights  to  several technical aspects of plant breeding and  genetics  of 
these species. This will accelerate efforts in creating future  generations 
of these crops with greater genetic and trait diversities, which indigenous 
crops  currently lack, thereby supporting your Company's businesses.  These 
outcomes  have  the potential of making a meaningful  contribution  to  the 
nation as well.

Your  Company's  Biosciences  R&D team continued to  pursue  strategies  to 
leverage  the potential of convergence amongst agricultural  science,  food 
science  and  the  scientific  dimensions of  its  personal  care  products 
portfolio. During the year under review, the R&D team continued to progress 
several long-term research platforms, which over time, will form the  basis 
for launching new and competitively superior products.

Your Company's R&D strategy is anchored on a clear vision and road map  and 
is supported by a well-crafted Intellectual Property strategy. With  scale, 
speed,  science  and sustainability considerations, your Company's  R&D  is 
poised  to deliver long term competitive advantage and play a leading  role 
in creating significant business impact.

Pursuing your Company's relentless commitment to quality, each business  is 
mandated  to  continuously  innovate on processes and  systems  to  deliver 
superior  competitive capabilities. During the year, your Company's  Hotels 
business  extended  its Lean' practices programme to cover  more  business 
processes,  in addition to the continuing implementation of the Six  Sigma 
Quality Process' supported by trained teams of black and green belts.  This 
will further enhance capability to create superior customer value through a 
service  excellence framework. The Paperboards, Paper & Packaging  business 
have implemented the Total Productive Maintenance' (TPM) techniques in all 
units, resulting in substantial cost savings and productivity improvements.

All  manufacturing  units of your Company have ISO  quality  certification. 
Almost  all contract manufacturing units in the Foods business  and  hotels 
have  stringent food safety and quality systems certified by an  accredited 
third party' in accordance with Hazard Analysis Critical Control  Points' 
(HACCP)  standards. Additionally, the quality of all FMCG products of  your 
Company  is regularly monitored through Product Quality  Ratings  Systems' 
(PQRS).

EXCISE

As mentioned in the previous year's Report of the Directors, the demand for 
Rs.  27.58 crores made by Central Excise Department, Bangalore, in  respect 
of  a  period  prior  to March 1983, was  set  aside  by  the  Commissioner 
(Appeals),  Bangalore, by his Order dated 22nd November, 1999, which  order 
was  confirmed  by the CEGAT, Chennai vide its order dated  18th  December, 
2003.  The  Department has filed an appeal before Supreme Court,  which  is 
pending. 

With  respect  to  the  Munger factory,  proceedings  for  finalisation  of 
assessments  for  the  period prior to March 1983 resulted  in  the  Deputy 
Commissioner's  Orders  dated  29th  August, 2002  and  8th  October,  2002 
demanding Rs. 13.09 crores and Rs. 1.73 crores for clearances of cigarettes 
and smoking mixtures respectively. These were confirmed by the Commissioner 
(Appeals), Patna vide his orders dated 22nd December,  2004, against  which 
your  Company  has  preferred appeals before  CESTAT,  Kolkata,  which  are 
pending.  Your Company has made pre-deposits of Rs. 2 crores and  Rs.  0.55 
crores  against  the aforesaid demands at the stage when its  appeals  were 
pending before Commissioner (Appeals), Patna.

Although  your  Company, in a spirit of settlement, paid  the  differential 
Excise  Duty that arose out of an Order of the Director General dated  10th 
April,  1986,  as  early  as  in  March,  1987,  and  although  the  Excise 
Department's  aforesaid  Demands  had either been quashed  or  stayed,  the 
Collectorates  in Meerut, Patna and Bangalore, during the year 1995,  filed 
criminal  complaints in the Special Court for Economic Offences at  Kanpur, 
Patna  and Bangalore, charging your Company and some of its  Directors  and 
employees  who  were employed with your Company during the period  1975  to 
1983 with offences under the Central Excises & Salt Act, 1944,  purportedly 
on  the basis of the Order of the Director General dated 10th April,  1986. 
Your  Directors are advised that no prosecution would lie on the  basis  of 
the  aforesaid  Order of the Director General dated 10th  April,  1986.  As 
earlier reported, the criminal case in respect of the Bangalore factory was 
quashed by the Court. In the proceedings relating to Saharanpur and  Munger 
factories, the individuals concerned have been discharged.

In  all  the  above instances, your Directors are of  the  view  that  your 
Company  has  a  strong case and the Demands and  the  Complaints  are  not 
sustainable.

Since  your Company is contesting the above cases and contending  that  the 
Show  Cause, the Demand Notices and the Complaints are not sustainable,  it 
does  not accept any liability in this behalf. Your attention is  drawn  to 
the Note 19 (iv) in the Schedules to the Accounts and Note 19 (iii) in  the 
Schedules to the Consolidated Financial Statements.

LUXURY TAX

As  mentioned  in  earlier years, the Hon'ble Supreme  Court  declared  the 
various  State  luxury  tax  levies  on  cigarettes  and  other  goods   as 
unconstitutional.  The  Court  further directed that if  any  party,  after 
obtaining  a  stay order from the Court, had collected any  amount  towards 
luxury  tax from its customers / consumers,such amounts should be  paid  to 
the  respective  State governments. Since your Company had not  charged  or 
collected any amounts towards luxury tax during the relevant period,  there 
is  no  liability  on your Company in this regard. However,  the  State  of 
Andhra Pradesh has filed a contempt petition in the Supreme Court  claiming 
a  sum of about Rs. 323.25 crores towards luxury tax, and a further sum  of 
about  Rs.  261.97  crores towards interest, on the  allegation  that  your 
Company  had  charged and collected luxury tax from its customers,  but in 
view  of a stay order passed by the Court on 1st April, 1999, did  not  pay 
the tax to the government.

The State's contention is baseless, contrary to facts and is also  contrary 
to  the  assessment  orders  passed by the  State  luxury  tax  authorities 
consistently holding that your Company, right from 1st March, 1997, did not 
charge  or  collect  any  amount towards luxury  tax  from  its  customers. 
Accordingly, the State's petition is being contested.

RECOVERY  OF  DUES  FROM THE CHITALIAS AND  PROCEEDINGS  INITIATED  BY  THE 
ENFORCEMENT DIRECTORATE

You are aware that your Company had secured from the District Court of  New 
Jersey,  USA,  a decree for US$ 12.19 million together  with  interest  and 
costs  against Suresh and Devang Chitalia of USA and their  companies,  and 
that  the  Chitalias had filed Bankruptcy Petitions before  the  Bankruptcy 
Court, Orlando, Florida, which are yet to be determined.

As explained in the previous reports of the Directors, though your  Company 
has written off the export dues in foreign exchange from the Chitalias with 
the approval of the Reserve Bank of India, your Company continues with  its 
recovery  efforts in the Indian suit against the Chitalia  associates.  The 
suit is in progress.

In the proceedings initiated by the Enforcement Directorate, the return  of 
non-relied documents in possession of the Enforcement Directorate, pursuant 
to  the request of your Company, is in progress. In respect of some of  the 
show cause memoranda issued by the Directorate, after hearing arguments  on 
behalf  of  your Company, the appropriate authority has  passed  orders  in 
favour of your Company, and dropped those memoranda.

Meanwhile, some of the prosecutions launched by the Enforcement Directorate 
have been quashed by the Calcutta High Court while others are pending.

TREASURY OPERATIONS

During  the  year, your Company's treasury operations continued  to  remain 
focused on proactive management of temporary surplus liquidity and  foreign 
exchange exposures within a well-defined risk management framework.

The year under review was characterised by rising interest rates and  tight 
liquidity  conditions in the monetary system. Against the backdrop of  high 
inflation  and  the consequent policy rate increases by the  Central  Bank, 
interest  rates  hardened across maturities. In the environment  of  rising 
interest  rates, your Company by appropriately managing portfolio  duration 
continued  to improve its treasury performance within the ambit  of  strong 
risk management processes.

All  investment  decisions  in deployment of  temporary  surplus  liquidity 
continued  to  be  guided by the tenets of Safety,  Liquidity  and  Return. 
During  the year, timely positioning of the portfolio in  shorter  maturity 
assets  like  Liquid  Mutual Funds, Fixed Maturity  Plans  and  Bank  Fixed 
Deposits  enabled your Company to take advantage of rising  interest  rates 
and  enhancing yields. The portfolio mix was constantly rebalanced in  line 
with  the  changing risk/return scenario. Your  Company's  risk  management 
processes ensured that all deployments were made with proper evaluation  of 
underlying risk while remaining focused on capturing market opportunities.

In  the  foreign  exchange market, the  Indian  Rupeeappreciated  gradually 
during  the  year  on  the  strength  of  FII  inflows  with   intermittent 
volatility.  In  a scenario where the US Dollar was  under  pressure,  your 
Company  adopted an appropriate forex management strategy,including use  of 
foreign  exchange  forward contracts and plain vanilla  options  to  manage 
volatility and reduce risks/costs. However, it refrained from entering into 
any exotic derivative structures.

As  in earlier years, commensurate with the size of the  temporary  surplus 
liquidity under management, treasury operations continue to be supported by 
appropriate  control mechanisms, including an independent check of 100%  of 
transactions by your Company's Internal Audit function.

TAXATION

As mentioned in the Report of the Directors of earlier years, your  Company 
had obtained Stay Orders from the Hon'ble Calcutta High Court in respect of 
the  Income Tax notices for re-opening the past assessments for the  period 
1st July, 1983 to 30th June, 1986. This status remains unchanged.

As  stated in the Report of the Directors of earlier years, in  respect  of 
similar  Income  Tax notices for re-opening the past  assessments  for  the 
period 1st April, 1990 to 31st March, 1993, the Hon'ble Calcutta High Court 
had admitted the Writ Petitions and ordered that no final assessment orders 
be  passed  without  the  leave of the  Court.  This  status  also  remains 
unchanged.

PUBLIC DEPOSITS

Your  Company's Public Deposit Scheme closed in the year 2000. As  at  31st 
March, 2011, there were no deposits due for repayment except in respect  of 
2  deposit  holders  for Rs. 0.20 lakhs which have  been  withheld  on  the 
directives received from government agencies.

There  was no failure to make repayments of Fixed Deposits on maturity  and 
the  interest  due  thereon in terms of the conditions  of  your  Company's 
erstwhile Schemes.

INVESTOR SERVICE CENTRE

During the year, the ISO 9001:2008 Quality Management System  Certification 
for  investor  servicing by Investor Service Centre (ISC)  was  renewed  by 
Messrs.  Det Norske Veritas (DNV) for a further period of three years.  DNV 
also accorded Level 5 rating to ISC, the highest possible rating level, for 
the  second consecutive year, for its systems and processes,  which  stands 
testimony to the exemplary standards of investor servicing practices by the 
ISC.

ISC  continues to operate with an experienced team of professionals  backed 
by state-of-the-art infrastructure and systems focused towards meeting  the 
increasing expectations of investors and regulatory authorities.

DIRECTORS

Mr.  Krishnamoorthy  Vaidyanath,  Wholetime  Director,  retired  from  your 
Company  after 35 years of service, with effect from close of  business  on 
2nd  January, 2011 on completion of his term. Your Directors would like  to 
record  their appreciation of the services rendered by Mr. Vaidyanath.  The 
Board of Directors (the Board') atits meeting held on 22nd December, 2010, 
appointed  Mr.  Vaidyanath as Non-Executive Director of your  Company  with 
effect  from  3rd  January,  2011  to draw  upon  his  knowledge  and  vast 
experience. 

Mr.  Anup  Singh ceased to be Additional Wholetime Director on  23rd  July, 
2010, the date of the last Annual General Meeting (AGM) of your Company.

Mr. Nakul Anand and Mr. Pradeep Vasant Dhobale were appointed by the  Board 
at  its  meeting  held  on 22nd December,  2010,  as  Additional  Wholetime 
Directors of your Company with effect from 3rd January, 2011.

By virtue of the provisions of Article 96 of the Articles of Association of 
your  Company  and  Section  260  of  the  Companies  Act,  1956,   Messrs. 
Vaidyanath, Anand and Dhobale will vacate office at the ensuing AGM of your 
Company. 

Your  Board  at  its meeting held on 20th May, 2011,  recommended  for  the 
approval  of  the Members the appointment of Messrs. Anand and  Dhobale  as 
Directors, liable to retire by rotation, and also as Wholetime Directors of 
your Company for a period of three years from 3rd January, 2011. Your Board 
at  the said meeting also recommended for the approval of the  Members  the 
appointment  of Mr. Vaidyanath as Non-Executive Director of  your  Company, 
liable  to retireby rotation, with effect from the date of the ensuing  AGM 
of your Company.

Your  Board  at  its meeting held on 20th May,  2011  recommended  for  the 
approval of the Members the re-appointment of Mr. Yogesh Chander  Deveshwar 
as  a  Director, not liable to retire by rotation, and  also  as  Wholetime 
Director and Chairman of your Company, for a period of five years from  5th 
February, 2012.

Notices  have been received from Members of your Company under Section  257 
of the Companies Act, 1956 for the appointments / re-appointment of Messrs. 
Anand, Dhobale, Vaidyanath and Deveshwar, who have filed their consents  to 
act as Directors of your Company, if appointed.

Appropriate  resolutions seeking your approval to their appointments /  re-
appointment  are  appearing in the Notice convening the 100th AGM  of  your 
Company.

In  accordance  with  the  provisions of Article  91  of  the  Articles  of 
Association of your Company, Mr. Hugo Geoffrey Powell, Dr. Basudeb Sen, Mr. 
Balakrishnan  Vijayaraghavan  and  Mr.  Serajul Haq  Khan  will  retire  by 
rotation  at  the ensuing AGM of your Company and,  being  eligible,  offer 
themselves for re-election. The Board has recommended their re-election.

CHANGES IN SHARE CAPITAL

During  the year, the following changes were effected in the Share  Capital 
of your Company:-

(i)  Increase in Authorised Share Capital The Authorised Share  Capital  of 
your  Companywas increased from Rs. 500 crores to Rs. 1000  crores  divided 
into 1000,00,00,000 Ordinary Shares of Rs. 1/- each, with effect from  23rd 
July, 2010.

(ii)  Issue of Bonus Shares 382,67,01,530 Ordinary Shares of Rs. 1/-  each, 
fully  paid-up, were issued as Bonus Shares, in the ratio of 1 (One)  Bonus 
Share for every existing 1 (One) Ordinary Share of Rs. 1/- each held on 4th 
August, 2010, being the Record Date fixed for the purpose. The Bonus Shares 
were allotted on 6th August, 2010.

(iii)  Issue  of  Shares  under  the  ITC  Employee  Stock  Option  Schemes 
9,32,65,960 Ordinary Shares of Rs. 1/- each, fully paid-up, were issued and 
allotted  during  the year upon exercise of 93,26,596  Options  under  your 
Company's  Employee  Stock  Option Schemes. Consequently,  the  Issued  and 
Subscribed  Share Capital of your Company, as on 31st March,  2011,  stands 
increased to Rs. 773,81,44,280/- divided into 773,81,44,280 Ordinary Shares 
of  Rs. 1/- each. The new Ordinary Shares issued during the year rank  pari 
passu with the existing Ordinary Shares of your Company.

AUDITORS

Your  Company's Auditors, Messrs. Deloitte Haskins & Sells, retire  at  the 
ensuing AGM and, being eligible, offer themselves for re-appointment. Since 
not  less than 25% of the Subscribed Share Capital of your Company is  held 
collectively  by  Public  Financial  Institutions,  the  re-appointment  of 
Auditors  is  being  proposed as a Special Resolution  in  accordance  with 
Section 224A of the Companies Act, 1956.

EMPLOYEE STOCK OPTION SCHEME

Details  of  the  Options  granted  up  to  31st  March,  2011,  and  other 
disclosures  as  required under Clause 12 of the  Securities  and  Exchange 
Board  of India (Employee Stock Option Scheme and Employee  Stock  Purchase 
Scheme)  Guidelines,  1999  (the  SEBI Guidelines') are  set  out  in  the 
Annexure to this Report.

Your  Company's Auditors, Messrs. Deloitte Haskins & Sells, have  certified 
that your Company's Employee Stock Option Schemes have been implemented  in 
accordance  with  the  SEBI Guidelines and the resolutions  passed  by  the 
Members in this regard.

DIRECTORS' RESPONSIBILITY STATEMENT

As  required  under  Section 217 (2AA) of the  Companies  Act,  1956,  your 
Directors confirm having:

a)  followed  in  the preparation of the Annual  Accounts,  the  applicable 
accounting   standards  with  proper  explanation  relating   to   material 
departures if any;

b) selected such accounting policies and applied them 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 your Company at the  end  of 
the financial year and of the profit of your Company for that period;

c)  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; and

(d) prepared the Annual Accounts on a going concern basis.

CONSOLIDATED FINANCIAL STATEMENTS

In  accordance  with  Accounting  Standard  21  -  Consolidated   Financial 
Statements,  ITC Group Accounts form part of this Report & Accounts.  These 
Group Accounts also incorporate the Accounting Standard 23 - Accounting for 
Investments   in  Associates  in  Consolidated  Financial  Statements   and 
Accounting Standard 27 - Financial Reporting of Interests in Joint Ventures 
as  notified under the Companies (Accounting Standards) Rules, 2006.  These 
Group  Accounts  have  been  prepared on the  basis  of  audited  financial 
statements received from Subsidiary, Associate and Joint Venture Companies, 
as approved by their respective Boards.

OTHER INFORMATION

The total number of employees as on 31st March, 2011 stood at 24,027.

The  certificate  of  the  Auditors,  Messrs.  Deloitte  Haskins  &   Sells 
confirming  compliance of conditions of Corporate Governance as  stipulated 
under Clause 49 of the Listing Agreement with the Stock Exchanges in India, 
is annexed.

There were no changes to your Company's significant Accounting Policies.

Particulars as required under Section 217(1)(e) of the Companies Act,  1956 
relating  to  Conservation  of Energy and Technology  Absorption  are  also 
provided in the Annexure to this Report.

There were 31 employees, who were employed throughout the year and were  in 
receipt  of remuneration aggregating Rs. 60 lakhs or more or were  employed 
for part of the year and were in receipt of remuneration aggregating Rs.  5 
lakhs  per month or more during the financial year ended 31st March,  2011. 
The  informationrequired under Section 217(2A) of the Companies  Act,  1956 
and  the  Rules  thereunder,  in respect of  the  aforesaid  employees,  is 
provided in the Annexure forming part of this Report.

FORWARD-LOOKING STATEMENTS

This  Report  contains forward-looking statements that  involve  risks  and 
uncertainties. When used in this Report, the words 'anticipate', 'believe', 
'estimate',  'expect',  'intend', 'will' and other similar  expressions  as 
they  relate to the Company and/or its businesses are intended to  identify 
such  forward-looking statements. The Company undertakes no  obligation  to 
publicly  update  or revise any forward-looking statements,  whether  as  a 
result  of  new information, future events, or otherwise.  Actual  results, 
performances  or achievements could differ materially from those  expressed 
or implied in such forward-looking statements. Readers are cautioned not to 
place undue reliance on these forward-looking statements that speak only as 
of  their  dates.  This  Report should be  read  in  conjunction  with  the 
financial statements included herein and the notes thereto.

CONCLUSION

Your Company's Board and employees are inspired by the Vision of sustaining 
your  Company's  position  as  one of India's  most  admired  and  valuable 
companies through world class performance, creating enduring value for  all 
stakeholders,  including  the  shareholders and the  Indian  society.  Each 
business  within  the  portfolio  is  continuously  engaged  in   upgrading 
strategic  capability to effectively address the challenge of growth in  an 
increasingly competitive market scenario. Effective management of diversity 
enhances  your  Company's adaptive capability and  provides  the  intrinsic 
ability  to effectively manage business risk. The vision of enlarging  your 
Company's contribution to the Indian economy is manifest in the creation of 
unique  business  models that foster international competitiveness  of  not 
only  its  businesses but also of the entire value chain of which it  is  a 
part.

Inspired by this Vision, driven by Values and powered by internal Vitality, 
your Directors and employees look forward to the future with confidence and 
stand committed to creating an even brighter future for all stakeholders.

20th May, 2011                       On behalf of the Board

Virginia House                       Y. C. DEVESHWAR Chairman
37 J L Nehru Road                    P. V. DHOBALE Director
Kolkata 700071
India

Annexure to the Report of the Directors

Statement as at 31st March, 2011, pursuant to Clause 12 (Disclosure in  the 
Directors' Report) of the Securities and Exchange Board of India  (Employee 
Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.

Sl. Year of   No. of    No. of Bonus     Total        Exercise    Adjusted
No. Grant     Options     Options                    Price per    Exercise
              Granted   Allocated*                     Option    Price per 
                (i)         (ii)       (i)+(ii)         (Rs.)       Option 
                                                                   (Rs.)**

(A) ITC Employee Stock Option Scheme

2001         3,39,119           -      3,39,119        779.95            -
2002         6,27,070           -      6,27,070        617.90            -
2003         9,99,115    1,83,501     11,82,616        679.90       453.27
2004         8,57,208    2,85,987     11,43,195        880.45       586.97
2005         9,72,433    4,75,638     14,48,071      1,531.65     1,021.10
2006        60,95,625   18,30,137     79,25,762      1,814.00       907.00
Total       98,90,570   27,75,263   1,26,65,833             -            -

ITC Employee Stock Option Scheme - 2006

2007        55,77,343   38,29,364     94,06,707      1,661.00       830.50
2008        59,69,437   51,30,034   1,10,99,471      1,896.00       948.00
2009        43,46,161   42,69,672     86,15,833      2,180.00     1,090.00
2010        42,30,600   42,21,225     84,51,825      2,923.50     1,461.75
Total     2,01,23,541  174,50,295   3,75,73,836             -            -

* Bonus Options were allocated in 2005-06 and 2010-11 in the same ratio  as 
Bonus  Shares  issued  (i.e.  in the ratio of 1 Bonus  Share  for  every  2 
Ordinary Shares & in the ratio of 1 Bonus Share for every 1 Ordinary Share, 
respectively) in accordance with the ITC Employee Stock Option Schemes read 
with  the  Securities and Exchange Board of India  (Employee  Stock  Option 
Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.

** As adjusted on allocation of Bonus Options.

(B) Pricing Formula: 

The Pricing Formula, as approved by the Shareholders of the Company,  shall 
be  such  price which is no lower than the closing price of  the  Company's 
Share  on the National Stock Exchange of India Limited (the NSE')  on  the 
date  of  grant,  or the average price of the Company's Share  in  the  six 
months preceding the date of grant based on the daily closing price on  the 
NSE,  or  the  Market  Price'  as defined from  time  to  time  under  the 
Securities  and Exchange Board of India (Employee Stock Option  Scheme  and 
Employee  Stock  Purchase Scheme) Guidelines, 1999, as  determined  by  the 
Compensation Committee.


                                 ITC Employee    ITC Employee       Total
                                     Stock          Stock 
                                Option Scheme   Option Scheme 
                                                   - 2006
                                     (i)             (ii)       (i) + (ii)

(C) Total number of 
Options vested:                  1,16,93,812     1,74,82,469    2,91,76,281

(D) Total number of Options 
exercised :                      1,11,69,757       60,78,656    1,72,48,413
(Each Option represents 10 
Ordinary Shares of Rs.1/- each)

(E) Total number of Ordinary 
Shares of Rs. 1/- each :        11,16,97,570     6,07,86,560   17,24,84,130
arising as a result of 
exercise of Options

(F) Total number of Options 
lapsed :                           13,33,225       18,97,251      32,30,476

(G) Variation of terms of Options:                       Nil

(H) Money realised by exercise    Rs.1247.48       Rs.623.31     Rs.1870.79 
of Options :                          crores          crores         crores

(I) Total number of 
Options in force :                  1,62,851     2,95,97,929    2,97,60,780

(J) Details of Options granted to:

(i) Senior managerial personnel : As provided below -


Sl. Name                                No. of Options granted
No.                                     during the financial year#

1  Y. C. Deveshwar                           1,35,000
2  N. Anand                                  20,000
3  P. V. Dhobale                             20,000
4  K. N. Grant                                 67,500
5  A. Baijal                                   10,000
6  S. H. Khan                                  10,000
7  S. B. Mathur                                10,000
8  H. G. Powell                                10,000
9  P. B. Ramanujam                             10,000
10 A. Ruys                                     10,000
11 K. Vaidyanath@                              67,500
12 S. M. Ahmad                                 11,500
13 N. Arif                                     15,000
14 P. Banerjea                                  8,625
15 S. Basu                                     13,750
16 M. S. Bhatnagar                             13,750
17 A. Chand                                    13,750
18 S. Chandrasekhar                            11,500
19 L. C. Chandrasekharan                       15,000
20 B. B. Chatterjee                            20,000
21 C. Dar                                      20,000
22 C. S. Das                                   13,750
23 D. Haksar                                   13,750
24 S. Kaul                                     13,750
25 U. Lall                                     11,500
26 H. Malik                                    13,750
27 A. K. Mukerji                               13,750
28 A. Nayak                                    20,000
29 A. R. Noronha                               13,750
30 R. Parasuram                                13,750
31 A. Pathak                                   13,750
32 S. Puri                                     20,000
33 R. Rai                                      13,750
34 V. L. Rajesh                                 9,725
35 A. Rajput                                   20,000
36 T. V. Ramaswamy                             20,000
37 S. Rangrass                                 13,750
38 S. Janardhana Reddy                         13,750
39 R. Senguttuvan                               9,725
40 S. K. Singh                                 13,750
41 S. Sivakumar                                20,000
42 R. Sridhar                                  13,750
43 B. Sumant                                   13,750
44 K. S. Suresh                                20,000
45 R. Tandon                                   20,000

# Bonus Options were also allocated consequent to the Bonus Share issue  in 
2010-11.

Options granted prior to appointment as Executive Director.

@ Options granted when he was Executive Director.


(ii) Any other employee who received a :               None
grant in any one year of Options
amounting to 5% or more of the
Options granted during that year.

(iii) Identified employees who were :                  None
granted Options during any one year,
equal to or exceeding 1% of the
issued capital (excluding outstanding
warrants and conversions) of the
Company at the time of grant.

(K) Diluted Earnings Per Share :                      Rs.6.41
pursuant to issue of Ordinary Shares on
exercise of Options calculated in
accordance with Accounting Standard
(AS) 20 Earnings Per Share'.

(L) (i) Method of calculation of :   The employee compensation cost has 
employee compensation cost.          been calculated using the intrinsic
                                     value method of accounting for     
                                     Options issued under the Company's 
                                     Employee Stock Option Schemes. The 
                                     employee compensation cost as per  
                                     the intrinsic value method for     
                                     the financial year 2010-11 is Nil. 

                                     
(iii) The impact of this difference on profits and on Earnings Per Share of 
the Company.
                                     
The effect on the profits and earnings per share, had the fair value method  
been adopted, is presented below:                               

Profit After Tax      Rs.in Crores                                      

As reported                4987.61 

Add: Intrinsic Value               
Compensation Cost              Nil 

Less: Fair Value                   
Compensation Cost           338.40 
(Black Scholes model)              

Adjusted Profit            4649.21 

Earnings Per Share       Basic (Rs.)     Diluted (Rs)

As reported                   6.49             6.41
As adjusted                   6.05             5.97

(M)  Weighted average exercise prices and weighted average fair  values  of 
Options  granted for Options whose exercise price either equals or  exceeds 
or is less than the market price of the stock.

Weighted average exercise price per Option :   Rs. 1,461.75
(Adjusted for Bonus Share Issue 1:1)

Weighted average fair value per Option :       Rs. 436.17

(N) A description of the method and :
significant assumptions used
during the year to estimate the
fair values of Options.

Pricing  model after applying the following key assumptions on  a  weighted 
average basis:

(i) Risk-free interest rate                            6.91%

(ii) Expected life 3.19 years

(iii) Expected volatility                              34.98%

(iv) Expected dividends                                1.97%

(v) The price of the underlying                        Rs. 1,488.50
shares in market at the time of Option grant
(Adjusted for Bonus Share Issue 1:1)

                                        On behalf of the Board

                                        Y. C. DEVESHWAR  - Chairman
Kolkata, 20th May, 2011                 P. V. DHOBALE    - Director

CONSERVATION OF ENERGY

INFORMATION  UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956  READ  WITH 
COMPANIES  (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF  DIRECTORS) 
RULES, 1988 AND FORMING PART OF THE DIRECTORS' REPORT

a) Energy conservation measures taken:

All  business  units  continued  their  efforts  to  improve  energy  usage 
efficiency  and  increase contributions from renewable sources  of  energy. 
Various  key performance indicators like specific energy  (energy  consumed 
per  unit  of  production),  specific energy  costs  and  renewable  energy 
contributions  were  continuously  tracked to monitor  alignment  with  the 
Company's  overall  carbon strategy. Innovative ways and  new  technologies 
were  constantly explored to bring about alignment with the  Government  of 
India's  National  Action  Plan on Climate Change.  Some  of  the  measures 
adopted across the Company were:

I. Optimisation in energy consumption by replacing air-cooled chillers with 
higher efficiency water-cooled chillers, installing high efficiency burners 
in existing boilers and improved waste heat recovery.

II.  Improvement  in  energy  usage  efficiency  in  lighting  systems   by 
installation  of  automated lighting controls & sensors, changing  over  to 
higher  efficiency  lighting solutions such as Light  Emitting  Diodes  and 
increased daylight harvesting.

III. Obtaining LEED (Leadership in Energy and Environment Design)  Platinum 
rating from US Green Building Council (USGBC) in the Existing Building (EB) 
category,  as part of a holistic approach towards sustainability,  for  ITC 
Maurya,  ITC  Maratha,  ITC Grand Central, ITC Sonar, ITC  Mughal  and  ITC 
Windsor.   This  has  helped  achieve  significant  energy   savings.   IV. 
Installation  of renewable energy sources like wind turbine generators  and 
harnessing solar energy through thermal & photovoltaic systems.

V.  Appropriate fuel switching measures from furnace oil to  piped  natural 
gas and producer gas across different business units.

VI.  Retrofitting measures and replacement of motors, pumps,  boilers,  air 
compressors, cooling towers and transformers by high-energy efficiency sets 
across different business units.

b)  Additional  investments and proposals, if any,  being  implemented  for 
reduction of consumption of energy:

I. Renewable sources such as wind turbines and micro hydel projects.

II.  Process  improvements across different factories and  installation  of 
more energy efficient technologies.

III. Solar pre-heating arrangement for boiler feed water and furnace oil at 
different factories.

IV.  Replacement  of pumps, motors, compressors, blowers etc.  with  higher 
efficiency sets.

V.  Installation  of capacitor sets to improve power factor  of  electrical 
system.

c)  Impact  of  measures  of (a) and (b)  above  for  reduction  of  energy 
consumption and consequent impact on the cost of production of goods:

The  holistic  approach  towards  energy costs  reduction  by  focusing  on 
specific  energy  costs  and increasing  investments  on  renewable  energy 
options  have resulted in significant energy cost savings for the  Company. 
The  various  process  improvements  brought  about  by  retrofitting   and 
implementation of newer and better technologies have also resulted in  more 
efficient  processes.  Continuing focus on sustainable  business  practices 
have led to several units of the Company such as ITC Windsor, ITC Gardenia, 
ITC  Maratha, Welcomhotel Rajputana, ITC InfoTech Park Bengaluru,  ITC  R&D 
Bengaluru  and Printing & Packaging Business unit at Tiruvottiyur  Chennai, 
meeting most of their energy requirements from renewable sources.  Wherever 
feasible,  less carbon intensive fuels are also being adopted to deal  with 
the  concerns of climate change and a continual system of  periodic  energy 
audits ensures that all energy conservation opportunities are realised. The 
Company  has also 8 registered CDM (Clean Development  Mechanism)  projects 
under UNFCCC (United Nations Framework Convention on Climate Change)  which 
have  generated significant amount of Certified Emission Reductions  (CERs) 
during the year.

A) POWER AND FUEL CONSUMPTION

Relating to Paperboards & Paper

                                                For the          For the
                                             Year ended       Year ended
                                             31st March,     31st March,
                                                    2011            2010

1. Electricity (Excluding Consumption in Colony)
a) Purchased Units (KwH in Lakhs)                    230             254
Total Amount (Rs. in Lakhs)                         1714            1459
Rate/Unit (Rs.)                                     7.47            5.74

b) Own Generation

i) Through Diesel Generator                            6              17

Units (KwH in Lakhs)
Units/Litre of Diesel Oil                           3.03            2.98
Cost/Unit (Rs.)                                    12.60           10.91

ii) Through Steam Turbine/                          4115            3899
Generator Units
(KwH in Lakhs)

Units/Kg. of Coal                                   1.45            1.62
Cost/Unit (Rs.)                                     2.76            2.57
{considering all fuel types}


                     Process   Power   Total    Process     Power   Total
2. Coal (Specify
Quantity &
Where Used)
B/C/D/E/F
Grades Coal
Used Coal
Quantity (MT)         398260   284708   682968   365811   240950   606761

Total Cost 
(Rs. in Lakhs)                           13809                      11539

Average Rate                           2021.96                    1901.66
(Rs. per MT)

3. Furnace Oil
Quantity (KL)                            11947                      16049

Total Amount (Rs. in Lakhs)               3548                       4228
Average Rate (Rs. per KL)             29696.22                   26344.76

4. Others/Internal
Generation
De Oiled Bran &
Saw Dust etc.

Quantity (MT)                           118118                      96784
Total (Rs. in Lakhs)                      2402                       2079
Rate/Unit (Rs.)                        2033.97                    2148.49

LP Gas

Quantity (MT)                             1100                       1112
Total (Rs. in Lakhs)                       516                        452
Rate/Unit (Rs.)                       46880.34                   40613.60


B) CONSUMPTION PER UNIT OF PRODUCTION

                                   For the Year ended   For the Year ended
                                     31st March, 2011     31st March, 2010

Products (Paper in MT)                         602099             587624
Electricity (KwH)                                1036               1024
Coal C/ F Grade (MT)                             0.71               0.67
Furnace Oil (Litre)                                30                 34
Others - De Oiled Rice Bran/                    0.100              0.101
Saw Dust/Raw Lignite /
LP Gas, etc. (MT)

TECHNOLOGY ABSORPTION

INFORMATION  UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956  READ  WITH 
COMPANIES  (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF  DIRECTORS) 
RULES, 1988 AND FORMING PART OF THE DIRECTORS' REPORT.

Research & Development

1. Specific areas in which R&D was carried out by the Company:

I.  Research  projects for enhancing analytical capabilities,  new  product 
development and cost management.

II.  Development of eco-friendly paper, food grade paper, premium  printing 
papers  and  coated papers and paperboards with high  strength  and  better 
print aesthetics.

III.  Development  of  site  specific  and  disease  resistant  clones   of 
Eucalyptus, Casuarina and Subabul trees.

IV.  Control  of eucalyptus gall insect (leptocybe invasa)  in  association 
with the National Bureau of Agriculturally Important Insects (NBAII, CSIR), 
Bengaluru.

V.   Development  of  new  grades  of  digital  printing  paperboards   and 
modification of existing products benchmarked to global standards.

VI.  Development of botanical formulations compatible with the  Integrated 
Pest Management' strategies of field and commercial crops.

2. Benefits derived as a result of the above R&D:

I.  Cost  reduction, import substitution, safer environment  and  strategic 
resource management.

II. Meeting the statutory requirements of US EPA and FDA in respect of food 
grade paper.

III.  High  survival  and  growth  of  clonal  plantations  of  Eucalyptus, 
Casuarina  and Subabul resulting in increased productivity of wood  biomass 
and higher returns to farmers.

IV.  Development  and evaluation of a new botanical formulation  with  neem 
based active ingredients for use against stored product pests.

3. Future Plan of Action:

I.  Reduction  in  Specific  fuel  consumption  and  reduction  in   carbon 
footprint.

II.  Continuing  research  on  improvement of  pulp  yield  of  Eucalyptus, 
Casuarina, Subabul and other pulp wood trees.

III.  Development of eucalyptus gall wasp management protocol and  breeding 
of wasp insect resistant eucalyptus trees.

IV. Design and development of modified curing methods, optimal use of solar 
energy and evaluation of alternative fuel options for curing tobacco.

V. Enhance packaging through increased use of eco-friendly materials.

                                        For the year ended
                                          31st March, 2011

4. Expenditure on R&D :                     (Rs. in Lakhs)

i) Capital                                         2482.00
ii) Recurring                                      9023.87
iii) Total                                        11505.87
iv) Total R&D Expenditure as a % of
- Gross Turnover                                     0.38%
- Net Turnover                                       0.54%

Technology Absorption, Adoption and Innovation:

I.  Induction  of  contemporary  making  and  packing  technologies  across 
multiple speed platforms for Cigarette business.

II. Establishment of wind energy farms in Karnataka and Rajasthan.

III. Continuous improvement projects towards reducing process  variability, 
cycle time and wastages while enhancing manufacturing productivity.

IV.  Innovations  in  manufacturing and  engineering  technologies  through 
indigenous interventions.

V.  Operating  state-of-the-art  printing  and  conversion  equipment   for 
packaging.

Benefits Derived:

I. World class quality and differentiated products.

II. Improved productivity and process control.

III. Conservation of fuel and reduced emissions.

IV. Enhanced state-of-the-art capacity.

V. Reduction in carbon foot print.

                                   On behalf of the Board

                                   Y. C. DEVESHWAR  Chairman 
                                   P. V. DHOBALE    Director
Kolkata
20th May, 2011