ITC

The ITC Vision & Mission:

Sustain ITC's position as one of India's most valuable corporations through world class
performance, creating growing value for the Indian economy and the Company’s stakeholders.

To enhance the wealth generating capability of the enterprise in a globalising environment,

delivering superior and sustainable stakeholder value.

Core values of ITC:

ITC's Core Values are aimed at developing a customer-focused, high-performance organisation
which creates value for all its stakeholders:

Trusteeship:

As professional managers, we are conscious that ITC has been given to us in "trust" by all our
stakeholders. We will actualise stakeholder value and interest on a long term sustainable basis.
Customer Focus:

We are always customer focused and will deliver what the customer needs in terms of value, quality
and satisfaction.

Respect For People:

We are result oriented, setting high performance standards for ourselves as individuals and teams.

We will simultaneously respect and value people and uphold humanness and human dignity.

We acknowledge that every individual brings different perspectives and capabilities to the team
and that a strong team is founded on a variety of perspectives.

We want individuals to dream, value differences, create and experiment in pursuit of opportunities
and achieve leadership through teamwork.

Excellence:

We do what is right, do it well and win. We will strive for excellence in whatever we do.

Innovation:

We will constantly pursue newer and better processes, products, services and management
practices.

Nation Orientation:

We are aware of our responsibility to generate economic value for the Nation. In pursuit of our
goals, we will make no compromise in complying with applicable laws and regulations at all levels.
Corporate Governance:

Definition and Purpose:

ITC defines Corporate Governance as a systemic process by which companies are directed and
controlled to enhance their wealth generating capacity. Since large corporations employ vast
quantum of societal resources, we believe that the governance process should ensure that these
companies are managed in a manner that meets stakeholders’ aspirations and societal expectations.

Core Principles:
ITC's Corporate Governance initiative is based on two core principles. These are :

i. Management must have the executive freedom to drive the enterprise forward without
undue restraints; and

ii. This freedom of management should be exercised within a framework of effective

accountability.

ITC believes that any meaningful policy on Corporate Governance must provide
empowerment to the executive management of the Company, and simultaneously create a
mechanism of checks and balances which ensures that the decision making powers vested
in the executive management is not only not misused, but is used with care and
responsibility to meet stakeholder aspirations and societal expectations.

The Governance Structure:

Flowing from the philosophy and core principles, Corporate Governance in ITC shall take place at
three interlinked levels, namely -

 Strategic supervision by the Board of Directors

 Strategic management by the Corporate Management Committee

 Executive management by the Divisional Chief Executive assisted by the Divisional

Management Committee

It is ITC's belief that the right balance between freedom of management and accountability to
shareholders can be achieved by segregating strategic supervision from strategic and executive
management. The Board of Directors (Board) as trustees of the shareholders will exercise strategic
supervision through strategic direction and control, and seek accountability for effective strategic
management from the Corporate Management Committee (CMC). The CMC will have the freedom,
within Board approved direction and framework, to focus its attention and energies on the strategic
management of the Company. The Divisional Chief Executive, assisted by the Divisional
Management Committee, will have the freedom to focus on the executive management of the
divisional business.

Company profile:
ITC is one of India's foremost private sector companies with a market capitalization of over US $ 30
billion and a turnover of US $ 6 billion.* ITC is rated among the World's Best Big Companies, Asia's
'Fab 50' and the World's Most Reputable Companies by Forbes magazine, among India's Most
Respected Companies by Business World and among India's Most Valuable Companies by Business
Today. ITC ranks among India's `10 Most Valuable (Company) Brands', in a study conducted by
Brand Finance and published by the Economic Times. ITC also ranks among Asia's 50 best
performing companies compiled by Business Week.

ITC has a diversified presence in Cigarettes, Hotels, Paperboards & Specialty Papers, Packaging,
Agri-Business, Packaged Foods & Confectionery, Information Technology, Branded Apparel,
Personal Care, Stationery, Safety Matches and other FMCG products. While ITC is an outstanding
market leader in its traditional businesses of Cigarettes, Hotels, Paperboards, Packaging and Agri-
Exports, it is rapidly gaining market share even in its nascent businesses of Packaged Foods &
Confectionery, Branded Apparel, Personal Care and Stationery.

As one of India's most valuable and respected corporations, ITC is widely perceived to be
dedicatedly nation-oriented. Chairman Y C Deveshwar calls this source of inspiration "a
commitment beyond the market". In his own words: "ITC believes that its aspiration to create
enduring value for the nation provides the motive force to sustain growing shareholder value. ITC
practices this philosophy by not only driving each of its businesses towards international
competitiveness but by also consciously contributing to enhancing the competitiveness of the
larger value chain of which it is a part."

ITC's diversified status originates from its corporate strategy aimed at creating multiple drivers of
growth anchored on its time-tested core competencies: unmatched distribution reach, superior
brand-building capabilities, effective supply chain management and acknowledged service skills in
hoteliering. Over time, the strategic forays into new businesses are expected to garner a significant
share of these emerging high-growth markets in India.

ITC's Agri-Business is one of India's largest exporters of agricultural products. ITC is one of the
country's biggest foreign exchange earners (US $ 3.2 billion in the last decade). The Company's 'e-
Choupal' initiative is enabling Indian agriculture significantly enhance its competitiveness by
empowering Indian farmers through the power of the Internet. This transformational strategy,
which has already become the subject matter of a case study at Harvard Business School, is
expected to progressively create for ITC a huge rural distribution infrastructure, significantly
enhancing the Company's marketing reach.

ITC's wholly owned Information Technology subsidiary, ITC Infotech India Ltd, provides IT services
and solutions to leading global customers. ITC Infotech has carved a niche for itself by addressing
customer challenges through innovative IT solutions.

ITC's production facilities and hotels have won numerous national and international awards for
quality, productivity, safety and environment management systems. ITC was the first company in
India to voluntarily seek a corporate governance rating.

ITC employs over 26,000 people at more than 60 locations across India. The Company continuously
endeavors to enhance its wealth generating capabilities in a globalising environment to consistently
reward more than 3,96,000 shareholders, fulfill the aspirations of its stakeholders and meet
societal expectations. This over-arching vision of the company is expressively captured in its
corporate positioning statement: "Enduring Value. For the Nation. For the Shareholders.

LIST OF PRODUCTS:
In FMCG, ITC has a strong presence in:

Cigarettes: W. D. & H. O. Wills, Gold Flake, Navy Cut, Insignia, India Kings, Classic (Verve,

Rush, Regular, Mild & Ultra Mild), Silk Cut,Scissors, Capstan, Berkeley, Bristol, Lucky
Strike and Flake.

 Foods: Kitchens of India; Ashirvaad; Minto; Sunfeast; Candyman; Bingo brands in Ready to

Eat, Staples, Biscuits, Confectionery and Snack Foods.
 Apparel: Wills Lifestyle and John Players brands.
 Personal care: Fiama di Wills; Vivel; Essenza di Wills; Superia; Vivel brands of products
in perfumes, haircare and skincare.
 Stationery: Classmate and Paperkraft brands.
 Safety Matches and Agarbattis: [Ship (through ownership of
WIMCO); iKno; Mangaldeep; Aim brands.
Other businesses include:

Hotels: ITC's hotels (under brands including ITC Hotel /Welcomhotel) have evolved into
being India's second largest hotel chain with over 80 hotels throughout the country. ITC is also
the exclusive franchisee in India of two brands owned by Sheraton International Inc.- The
Luxury Collection and Sheraton which ITC uses in association with its own brands in the luxury
5 star segment. Brands in the hospitality sector owned and operated by its subsidiaries
include Fortune and Welcomheritage brands.

 Paperboard, Specialty Paper, Graphic and other Paper;

 Packaging and Printing for diverse international and Indian clientele.
 InfoTech (through its near-wholly owned subsidiary ITC InfoTech India Limited which is a
SEI CMM Level 5 company)

Shareholder value:
ITC is one of India's foremost private sector companies. ITC is the leading FMCG marketer in India
today, 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, its wholly owned
subsidiary is one of India’s fastest growing Information Technology companies in the mid-tier
segment.

Over the last fifteen years, ITC has created multiple drivers of growth by developing a portfolio of
world-class businesses. During this period, the Company’s Gross Turnover and Post-tax profits
recorded an impressive compound growth of 12.4% and 21.7% per annum respectively.
Profitability, as measured by Return on Capital Employed improved substantially from 28.4% to
41% during this period. Total Shareholder Returns, measured in terms of increase in market
capitalisation and dividends, grew at a compound rate of 24.3% during this period, placing ITC
amongst the foremost in the country in terms of efficiency of servicing financial capital. ITC today is
one of India’s most admired and valuable corporations with a market capitalisation in excess of Rs.
100000 crores.
Investor relation:
"It is ITC's belief that creation of shareholder value
provides the only basis for sustainable contribution to 
the super ordinate goal of creating national value."

- Y C Deveshwar

ITC's Investor Service Centre (ISC) provides share registration and other related services from its
office located at the Company's headquarters in Kolkata. Such services are provided by a dedicated
and trained team of professionals backed by state-of-the-art infrastructure. ITC is registered with
SEBI as Category II Share Transfer Agent.

Company's Share Capital:

506,21,24,617 Ordinary Shares of the Company, representing 65.75% of the Company's paid up
capital, as on 26th November, 2010 are in dematerialized form. The paid-up share capital of the
Company, as on 26th November, 2010, is Rs. 769,89,32,420 (Rs. 769.89 crores) divided into
769,89,32,420 Ordinary Shares of the face value of Re 1/- each.

Total No. of Shareholders as on 26th November, 2010 : 3,96,027

No. of shareholders in dematerialized form : 3,51,446
No. of shareholders in physical form : 44,581

Sustainability in action:
At ITC, we believe that businesses exist to subserve larger societal goals. Therefore, their
contribution is best measured and judged in terms of the total value they create for society, namely
wealth creation that goes beyond traditional profit and loss statements to encompass a much larger
contribution to sustainable development.

Inspired by the overarching vision of making a contribution to the national goals of sustainable
development and inclusive growth, ITC has innovatively crafted unique business models that
synergise long-term shareholder value creation with enhancing societal capital. This commitment is
reflected in ITC's 'Triple Bottom Line' approach of contributing to the economic, ecological and
social capital of the country.
Leadership in business:
An inspiring Vision. A challenging corporate strategy. World-class execution. Unmatched
investments in technology, brands, people. These expressions best define ITC Limited. The result:
market capitalisation of US$22 billion and turnover of over US$6 billion. ITC today is the leading
FMCG marketeer 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,
its wholly owned subsidiary is one of India's fastest growing Information Technology companies in
the mid-tier segment.

Environmental Stewardship:
A carbon positive corporation:

The phenomenon of Climate change, a result of global warming, is caused principally by large-scale
emissions of gases such as carbon dioxide (CO2). Global warming exacerbates the challenges of
poverty and environmental degradation and poses a threat of far reaching consequences.

ITC has been at the forefront of corporate India's initiatives to progressively reduce Green House
Gas emissions. Its businesses continue to enlarge the Company's positive carbon footprint through
energy conservation, use of renewable sources of energy and identifying ways of mitigating the
adverse effects of climate change caused by global warming. ITC has implemented several CDM
projects under the Kyoto Protocol and ensured carbon dioxide (CO2) sequestration through large-
scale social and farm forestry initiatives.

All ITC businesses strive to minimize energy consumption and wherever possible use
environment friendly sources of energy.

ITC's social and farm forestry initiatives have created a green cover of over 100,000
hectares, consolidating its position as a 'Carbon Positive' corporation for five years in a row. ITC
invests significantly in research and developments to create clonal saplings that are disease
resistant, grow faster, and have higher survival rates.

Waste Recycling Positive:

Waste management, in India, is an area of serious concern, with significant proportions of waste
being disposed through land filling and dumping.
Most landfills and dumping sites are serious health hazards to people living in the neighborhood
and can also cause soil and water contamination.

Cigarette factories at Bengaluru, Saharanpur, Munger and Kolkata, Leaf Threshing Units at Chirala &
Anaparti, Paperboards & Specialty Paper Units at Tribeni, the ITC Green Centre at Gurgaon, Surya
Nepal's Cigarette factory at Simra, and ITC Hotels - Maurya, Maratha, Grand Central, Sonar,
Windsor, Mughal, Kakatiya & Sheraton Hotels New Delhi & Rajputana reused/ recycled almost
the entire waste generated (more than 99%) out of their operations.

Social responsibilities:
As a corporate citizen with enduring relationships in rural India, ITC has a history of collaboration
with communities and government institutions to enhance farm productivity and the rural resource
base. ITC’s commitments in agricultural R&D and knowledge sharing have spanned vital aspects of
competitiveness – efficient farm practices, soil and water management.

ITC moved rapidly to apply the economic momentum of e-Choupal to solving urgent social and
environmental tasks. ITC launched Mission Sunehra Kal, a rural capacity building programme
fostering local initiatives to develop water and forest resources, open up new non-farm livelihoods,
empower women economically and expand primary education.

The Mission now embraces a community of thousands of villages that are influential nuclei of
change in rural localities spread over 11 States. A clearly focused self-help movement has gained
ground in village after village in these areas, with farmers co-operating to create much needed
economic, environmental and social assets out of their own resources.

By linking knowledge and technology transfer to the creation of economic and social capacity, ITC
has brought a new dynamic to rural development.

ITC has consciously chosen the path less travelled. A path that has led it to create sustainable
livelihoods for 5 million people. For ITC this is an expression of a commitment beyond the market.
Of a conviction that country must come before corporation. Of a true pride in being Citizen First .

1. ITC agri-sourcing centers providing farmers a transparent best price sales window,
2. shopping centres bringing a range of products comparable to urban levels of choice, and
3. Facilitation centres delivering a host of farm-related services – training, soil testing, product
quality certification, medical and clinical services, and cafeteria and fuel station. 24 Choupal
Saagar hubs are already in operation in 3 states, to grow to 100 by 2010
 Milestones

4 million farmers empowered,

e - Choupal
6,500 e - Choupals installed

Social & Farm 111,578 hectares greened,

Forestry generating 50.20 million person - days of employment

Watershed 56,171 hectares

Development brought under soil and moisture conservation

Women's 11,822 women members

Empowerment 863 self - help groups

Livestock 176 Cattle Development Centres

Development 3,520 villages covered annually

244,547 children covered

Primary Education
through 2,334 Supplementary Learning Centres

Awards and honors:

Year Award

201
The U.S.-India Business Council (USIBC) Award for Global Leadership.
0
200 SAM/SPG Sustainability Leadership Award conferred at the International Sustainability
7 Leadership Symposium, Zurich.
200 Business Person of the Year from UK Trade & Investment, the UK Government organisation
6 that supports overseas businesses in that country.
200
Inducted into the `Hall of Pride' by the 93rd Indian Science Congress.
6
200
Honoured with the Teacher's Lifetime Achievement Award.
5
200 Manager Entrepreneur of the Year from Ernst & Young. 
1 Retail Visionary of the Year from Images, India's only fashion and retail trade magazine.
199
Honorary Fellowship from the All India Management Association
8
199
Distinguished Alumni Award from IIT, Delhi.
6
199
Marketing Man of the Year from A&M, the leading marketing magazine.
4
198
Meridien Hotelier of the Year.
6
ome of the other notable recognitions are:

The Stockholm Challenge 2006 for the e-Choupal initiative. This award is for

usingInformation Technology for the economic development of rural communities.

United Nations Industrial Development Organisation (UNIDO) Award at the international

conference on Sharing Innovative Agribusiness Solutions 2008 at Cairo for ITC's exemplary
initiatives in agri business through the e-Choupal.

The Corporate Social Responsibility Crown Award for Water

Practices from UNESCOand Water Digestfor its distinguished work carried out in the water sector
in India. ITC also received the National Award for Excellence in Water Management 2007 in the
'beyond the fence' category from the CII Sohrabji Godrej Green Business Centre for its
leadership role in implementing water and watershed management practices.

The watershed programme also won the Asian CSR Award 2007 for Environmental
Excellence given by the Asian Institute of Management. The Award recognizes and honours
Asian companies for outstanding, innovative and world-class projects. The Company also received
the Ryutaro Hashimoto Incentive Prize 2007 for Environment & Development from the Asia
Pacific Forum. This Award aims at promoting information dissemination of good practices
towards sustainable development in the Asia-Pacific region.

The Readers' Digest Pegasus Award for corporate social responsibility, recognising

outstanding work done by socially conscious companies.

The Corporate Award for Social Responsibility 2008 from The Energy

and Resources Institute (TERI) in recognition of its exemplary initiatives in implementing
integrated watershed development programmes across 7 states in India. The company also won the
award in 2004 for its e-Choupal initiative. The Award provides impetus to sustainable development
and encourages ongoing social responsibility processes within the corporate sector.

The 'Enterprise Business Transformation Award' for Asia Pacific (Apac), instituted

byInfosys Technologies and Wharton School of the University of Pennsylvania for its
celebrated e-Choupal initiative.

The Best Corporate Social Responsibility Practice Award 2008 jointly instituted by the
Bombay Stock Exchange, Times Foundation and the NASSCOM Foundation.

The NASSCOM - CNBC IT User Award 2008 in the Retail & Logistics category. The Company has
been recognised for its pro-active and holistic approach to IT adoption and the seamless alignment
of IT with business strategy. This is the fourth time that ITC has won Nasscom's Best IT User Award
since it was instituted in 2003.

The Institute of Chartered Accountants of India Award for Excellence in Financial

Reporting with its Annual Report and Accounts, adjudged as a commendable entry under the
Category 'Manufacturing and Trading Enterprises'.

The Business Today Award for the Best Managed Company in recognition of its outstanding
initiatives in the consumer products segment.

The only Indian FMCG company to have featured in the Forbes 2000 list. The Forbes 2000 is a
comprehensive ranking of the world's biggest companies, measured by a composite of sales,
profits, assets and market value. The list spans 51 countries and 27 industries.

The NDTV Profit Business Leadership Award for being the Best Food Company of 2007. The
Award has been instituted to recognise organisational excellence.

The CNBC-TV18's International Trade Award 2008 for Outstanding Exporter of the Year in
the FMCG & Food category.

ITC continues its dominance of The Economic Times' Brand Equity listing of India's 100
Biggest FMCG Brands, with three brands from its stable making it to the top five. Gold
Flake remains India's biggest FMCG brand in terms of sales. Navy Cut ranks at No. 4. ITC's
Scissors brand ranks at No 5 and is the only new entrant into the top 10.

Restaurant magazine has chosen Bukhara at the ITC Maurya, New Delhi as the best Indian

restaurant in the world and the best restaurant in Asia. Bukhara has also been adjudged one of
the top 50 restaurants in the world by the London based magazine 'The Good Food
Guide'. Bukhara is the only South Asian restaurant to figure in the list.
 The "Best Supply Chain Practices Award" for time-effective and cost-efficient Logistics
Management in Organized Retail to ITC's Lifestyle Retailing Business Division (LRBD). The
awards were organized by Retailers Association of India (RAI) in association with ITW Signode -
the International leaders in packaging solutions.