The directors present their fourth annual report and the audited
 statements of accounts for the year ended 31 March 2011.
 
 Financial results
 
 The financial results of the company are elaborated in the annexed
 Management Discussion and Analysis Report.
 
 The highlights of the Standalone Financial Results are as under:
 
                                                   (Rs. In Lakh)
 
                                                 2011       2010
 
 Income from Operations & other income         12,606     12,980
 
 Gross profit before interest & depreciation    9,431      8,130
 
 Interest                                           —          —
 
 Depreciation                                   1,003      2,196
 
 Gross Profit before exceptional item           8,428      5,934
 
 Exceptional item-Surplus on pre-payment of
 sales tax deferral incentive/loan             13,907          —
 
 Profit before tax                             22,335      5,934
 
 Provision for tax                              3,501      2,536
 
 Profit after tax                              18,834      3,398
 
 Profit available for appropriation            19,066      2,939
 
 Transfer to Reserve Fund under 
 section 45-IC (1)
 of the Reserve Bank of India Act, 1934         3,767       680
 
 Transfer to General Reserve                    1,883       340
 
 Proposed dividend (inclusive of dividend tax)  1,809     1,687
 
 Provision for Corporate 
 Dividend Tax written back                      (184)         —
 
 Balance carried to Balance Sheet              11,791       232
 
 Earnings per share (Rs.)                        13.0       2.3
 
 The highlights of the Consolidated Financial Results are as under:
 
                                                     (Rs. In Lakh)
 
                                                 2011        2010
 
 Gross Revenue:
 
 i) Gross written premium
 
 a) Life Insurance–
 Bajaj Allianz Life Insurance Co Ltd          960,995   1,141,971
 
 b) General Insurance- Bajaj Allianz 
 General Insurance Co Ltd                     312,937     272,489
 
 ii) Interest & Finance Charges-Bajaj 
 Finance Ltd                                  110,939           —
 
 iii) Income from windpower generation–
 Bajaj Finserv Ltd                              4,179       4,311
 
 iv) Investment income (excluding 
 accretions on unit linked 
 Investment)                                   76,619      63,532
 
 v) Others                                      5,514       4,336
 
 Total                                      1,471,183   1,486,639
 
                                                    (Rs. In Lakh)
 
                                                 2011        2010
 
 Income from Operations & other income        150,906      46,093
 
 Amount transferred from the
 Policyholders Account                        93,551      52,448
 
 Total Income                                 244,457      98,541
 
 Gross profit before exceptional item         150,977      79,206
 
 Exceptional item-Surplus on pre-payment of
 sales tax deferral incentive/loan             13,907           —
 
 Profit before tax                            166,973      83,028
 
 Provision for tax                             17,820       9,875
 
 Profit before minority interest              149,186      73,153
 
 Minority interest                             37,702      17,241
 
 Profit for the year                          111,484      55,912
 
 Earnings per share (Rs.)                        77.1        38.6
 
 Dividend
 
 The directors recommend for consideration of the shareholders at the
 ensuing annual general meeting, payment of a dividend of Rs. 1.25 per
 share (25 per cent) for the year ended 31 March 2011.  The amount of
 dividend is Rs. 1,809 lakh .
 
 Dividend paid for the year ended 31 March 2010 was Rs. 1 per share (20
 per cent). The amount of dividend and the tax thereon aggregated to Rs.
 1,687 lakh.
 
 Registration as a non-deposit taking NBFC
 
 In response to the application made by the company to Reserve Bank of
 India, the company has been registered on 30 October 2009 as a
 Non-Banking Financial Institution (non-deposit taking). In terms of
 provisions of Non-Banking Financial (Non-Deposit Accepting or Holding)
 Companies Prudential Norms (Reserve Bank) Directions, 2007, your
 company is categorised as a systemically important non-deposit taking
 non-banking financial company having total assets of Rs. 100 crore and
 above. The company does not hold nor does it accept deposits from the
 public.
 
 Operations
 
 Detailed information on the operations of the different business lines
 of the company are covered in Management Discussion and Analysis
 Report.
 
 Conservation of energy
 
 The company, being engaged in wind farm activities in addition to its
 financial services activities, the subject of conservation of energy is
 applicable to the company only with regard to its wind farm business.
 Detailed information on this is contained in Management Discussion and
 Analysis Report.
 
 Foreign exchange earning & outgo
 
 Total foreign exchange earned by the company was Nil during the year
 under review as well as in previous year.
 
 Total foreign exchange outflow during the year under review was Rs. 2
 lakh, as against Rs. 4 lakh during the previous year.
 
 Subsidiaries & Joint Venture
 
 Following are the companies, which are the subsidiary & joint venture
 companies of the company as at 31 March 2011:
 
 Name of the Company                % Shareholding of     Status
                                Bajaj Finserv Limited 
                                  as on 31 March 2011
 
 Bajaj Allianz Life Insurance 
 Company Limited                              74%       Subsidiary
 
 Bajaj Allianz General 
 Insurance Company Limited                    74%       Subsidiary
 
 Bajaj Financial Solutions 
 Limited                                     100%       Subsidiary
 
 Bajaj Allianz Financial 
 Distributors Limited                         50%       Joint Venture
 
 Bajaj Finance Limited                     55.98%       Subsidiary
 
 Detailed information on the operations of each subsidiary of the
 company are covered in Management Discussion and Analysis Report.
 
 Corporate Social Responsibility
 
 During the year 2010-11, Bajaj Group continued its Corporate Social
 Responsibility initiatives in various fields. Activities in this area
 are set out in greater detail in the annexed Corporate Social
 Responsibility Report.
 
 Directors
 
 Naresh Chandra and Rajiv Bajaj retire from the board by rotation this
 year and being eligible, offer themselves for re-appointment.
 
 Madhur Bajaj appointed as director in casual vacancy on the board with
 effect from 21 July 2010.
 
 Directors responsibility statement
 
 As required by sub-section (2AA) of section 217 of the Companies Act,
 1956, directors state:
 
 - that in the preparation of annual accounts, the applicable accounting
 standards have been followed along with proper explanation relating to
 material departures.
 
 - that the directors have selected such accounting policies and applied
 them consistently and made judgements and estimates that are reasonable
 and prudent, so as to give a true and fair view of the state of affairs
 of the company at the end of the financial year and of the profit of
 the company for that period.
 
 - that the directors have taken proper and suffcient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 for safeguarding the assets of
 the company and for preventing and detecting fraud and other
 irregularities.
 
 - that the annual accounts have been prepared on a going concern basis.
 
 Consolidated financial statements
 
 The directors also present the audited consolidated financial
 statements incorporating the duly audited financial statements of the
 subsidiaries and joint ventures and as prepared in compliance with the
 accounting standards and listing agreement as prescribed by SEBI.
 
 Information in aggregate for each subsidiary company is disclosed in
 consolidated balance sheet.
 
 Statutory disclosures
 
 The company made an application for an exemption from the Central
 Government under section 212(8) of the Companies Act, 1956 with regard
 to attaching of the balance sheet, profit and loss account and other
 documents of five subsidiaries of the company for the year 2010-11 and
 the approval for the same has been received. Also, the exemption is
 available under Ministry of Corporate Affairs General Circular
 no.2/2011 dated 8 February 2011. The summary of the key financials of
 the companys subsidiaries is included in this annual report.
 
 The annual accounts of the subsidiary companies and the related
 detailed information will be made available to the members of the
 company and its subsidiary companies, seeking such information at any
 point of time. The annual accounts of the subsidiary companies will be
 kept for inspection by any member of the company at its registered
 office and also at the registered office of the concerned subsidiary
 company.
 
 As required under the provisions of sub-section (2A) of section 217 of
 the Companies Act, 1956 read with the Companies (Particulars of
 Employees) Rules 1975 as amended, particulars of the employees are set
 out in an Annexure to the Directors Report.  As per provisions of
 section 219(1)(b)(iv) of the said Act, these particulars will be made
 available to any shareholder on request.
 
 The company, being by and large a financial services company, there are
 no particulars regarding technology absorption required to be given
 under section 217(1)(e) of the Companies Act, 1956 and Companies
 (Disclosure of Particulars in the report of board of directors) Rules,
 1988 for the year under review. Particulars required to be given
 relating to conservation of energy in its wind energy generation
 business and foreign exchange earning and outgo have been set out
 separately in this report.
 
 Directors Responsibility Statement as required by section 217(2AA) of
 the Companies Act, 1956 appears in a preceding paragraph.
 
 Certificate from auditors of the company regarding compliance of
 conditions of corporate governance is annexed to this report as
 Annexure 1.
 
 Disclosures as prescribed by Non-Banking Financial (Non-Deposit
 Accepting or Holding) Companies Prudential Norms (Reserve Bank)
 Directions, 2007 and other NBFC regulations have been made in this
 annual report.
 
 A Cash Flow Statement for the year 2010-11 is attached to the balance
 sheet.
 
 Corporate governance
 
 Pursuant to Clause 49 of the Listing Agreement with stock exchanges, a
 separate section titled Corporate has been included in this annual
 report, along with the reports on Management Discussion and Analysis
 and General Shareholder Information.
 
 All board members and senior management personnel have affirmed
 compliance with the code of conduct for the year 2010-11. A declaration
 to this effect signed by the Managing Director/CEO of the company is
 contained in this annual report.
 
 The Managing Director/CEO and CFO have certified to the board with
 regard to the financial statements and other matters as required in
 clause 49 of the listing agreement and the said certificate is
 contained in this annual report.
 
 Secretarial standards of ICSI
 
 Secretarial standards issued by the Institute of Company Secretaries of
 India from time to time are currently recommendatory in nature. Your
 company is, however, complying with the same.
 
 Group
 
 Pursuant to an intimation from the Promoters, the names of the
 Promoters and entities comprising “Group” as defined under the
 
 Monopolies and Restrictive Trade Practices Act, 1969 are disclosed in
 the Annual Report for the purpose of Regulation 3(1)(e) of the SEBI
 (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.
 
 Auditors report
 
 The observations made in the Auditors Report, read together with the
 relevant notes thereon are self-explanatory and hence, do not call for
 any comments under section 217 of the Companies Act, 1956.
 
 Auditors
 
 The directors recommend the appointment of Messrs Dalal & Shah,
 Chartered Accountants as auditors for the period from the conclusion of
 the ensuing annual general meeting till the conclusion of the next
 annual general meeting and to fix their remuneration.
 
 On behalf of the board of directors
 
 Rahul Bajaj
 Chairman
 
 17 May 2011