The Directors have pleasure in presenting their Eightieth annual
 report and the audited statement of accounts for the financial year
 ended September 30, 2011.
 
 Financial Results
 
 The summarised financial results of the Company for the year ended
 September 30, 2011 are presented below:
 
                                              2010-2011       2009-2010
                                              (Rs Crore)       (Rs Crore)
 
 Sales and other income                        4,919.15        3,028.98
 
 Profit before depreciation, interest 
 and taxation                                    865.80          613.82
 
 Depreciation & Amortisation                     330.91          257.44
 
 Profit after depreciation but before 
 interest and taxation                           534.89          356.38
 
 Interest & finance charges (Net)                515.95          301.34
 
 Profit before taxation                           18.94           55.04
 
 Provision for taxation (Net)                      2.63            0.10
 
 Provision for deferred tax                        4.31            3.19
 
 Profit after tax                                 12.00           51.75
 
 Disposable surplus after adjustments            253.81          204.56
 
 Transfer to reserve for molasses storage tanks    0.31            0.33
 
 Transfer to general reserve                       9.01           10.03
 
 Proposed dividend                                 9.14           13.40
 
 Corporate dividend tax on proposed dividend       1.48            2.22
 
 Balance carried to balance sheet                233.87          178.58
 
 
 On a stand-alone basis, the Company achieved a turnover of Rs 4,919.15
 crore as compared to Rs 3,028.98 crore in the previous year. The Profit
 after tax stood at Rs 12.00 crore as compared to the profit of Rs  51.75
 crore in the previous year. On consolidated basis, the turnover
 including other income is Rs  5,081.90 crore as compared to Rs  3,340.68
 crore in the previous year. The Profit after tax and minority interest
 is Rs 21.45 crore as against Rs 44.03 crore in the previous year.
 
 The financial and operating results for current financial year are not
 strictly comparable with those of previous financial year 2009-10 to
 the extent that current financial year includes figures pertaining to
 the erstwhile subsidiary Bajaj Hindusthan Sugar and Industries Limited
 (BHSIL) for full year, however in the previous year these were of six
 months period ended September 30, 2010, viz. from the Appointed Date as
 April 01, 2010 to September 30, 2010 consequent upon the merger of
 BHSIL with the Company as approved by Hon''ble High Court of Judicature
 at Bombay vide Order dated November 26, 2010.
 
 Dividend
 
 The Board of Directors of the Company recommend, for consideration of
 shareholders at the 80th annual general meeting, payment of dividend of
 40% ( Rs 0.40 per share) on equity shares of the face value of Rs 1/-
 each for the year ended September 30, 2011.  The dividend paid for the
 previous year was 70%.
 
 Shares allotted on October 31, 2011, pursuant to the Rights issue to
 the shareholders of the Company, are also eligible for same dividend
 i.e. 40% for the financial year 2010-2011.
 
 Operations
 
 The Company continues to be the number one sugar and ethanol
 manufacturing company in India with its fourteen sugar plants having an
 aggregate sugarcane crushing capacity of 1,36,000 TCD, six distilleries
 having aggregate capacity to produce Industrial Alcohol of 800
 kilolitres per day and fourteen co- generation plants having a total
 power generation capacity of 428 MW.
 
 Sugar
 
 The operations during the financial year ended September 30, 2011 at
 all the sugar plants were satisfactory.
 
 During the financial year 2010-11, the Company crushed 10.220 MMT of
 Sugarcane and processed 0.089 MMT of raw sugar. The recovery of sugar
 from sugarcane was at 9.31% as against 9.24% in the previous year owing
 to better quality of sugarcane crop and certain other favourable
 factors.  The Company produced 951,757 MT Sugar from Sugarcane and
 86,125 MT Sugar from raw sugar and 519,391 MT Molasses during the
 financial year 2010-11.
 
 The Company sold 1,374,407 MT of Sugar as against 926,966 MT during the
 previous year, registering an increase of 48%. The Company also sold
 96,497 MT of Molasses as against 54,602 MT in the previous year,
 registering an increase of 76%.
 
 Distillery
 
 During the year, Industrial Alcohol / Ethanol production was lower at
 89,059 KL as compared to 94,719 KL in the previous year.
 Alcohol/Ethanol sales during the year were higher at 124,366 KL as
 against 63,123 KL during the previous year, reporting an increase of
 97%.
 
 Power
 
 The operations of power generation were smooth at all of our fourteen
 sugar plants. While most of the power generated by us continued to be
 used captively to run our plants, the surplus power was sold to the
 Uttar Pradesh State grid.
 
 Power generation was higher at 556,578 MW as compared to 448,901 MW in
 the previous year recording a growth of 24%, largely due to higher
 quantum of bagasse available from the crushing of sugarcane. The
 Company exported 175,842 MW of power during the year as against 130,635
 MW during the previous year, reporting an increase of 35%. The average
 price at which we sold our surplus power was approximately Rs 4,109 per
 1000 units.
 
 Changes in Capital Structure
 
 Allotment of Equity Shares pursuant to the sanctioned Scheme of
 Amalgamation
 
 During the year, the Company has allotted an aggregate of 37000000
 fully paid up equity shares of Rs 1/- each pursuant to the Scheme of
 Amalgamation of Bajaj Hindusthan Sugar and Industries Limited (BHSIL)
 with Bajaj Hindusthan Limited (the Scheme) sanctioned by the Hon''ble
 High Court of Judicature at Bombay. These equity shares were allotted
 to the shareholders of BHSIL whose names were registered in the
 register of members on record date and to a Trust created as per the
 terms of the Scheme of Amalgamation by the Company against its
 investments in and advances made to BHSIL. Post allotment of the
 aforesaid shares, the paid-up equity share capital of the Company
 increased to Rs 22,83,57,111 on January 05, 2011.
 
 Equity Shares allotted pursuant to the Rights Issue post Balance Sheet
 date
 
 The Company had announced a Rights Issue of equity shares in the ratio
 of two equity shares at a price of Rs 36/- per share for every one
 equity shares held.  The Rights issue opened on September 29, 2011 and
 closed on October 13, 2011. The Company received a subscription
 (including assured subscription by promoters and promoters group) of
 73.44% of the Issue size, being Rs 1,207.48 crore. Underwriters had
 subscribed/procured subscription for an aggregate amount of Rs 272.27
 crore, being 16.56% of the issue size, making the mandatory minimum
 subscription of 90% of the issue size. 411042800 equity shares were
 allotted to eligible shareholders, in consultation with the BSE Limited
 (Designated Stock Exchange) on October 31, 2011. Such equity shares
 became eligible for trading on BSE and NSE effective from November 03,
 2011.
 
 Consequent to allotment of the aforesaid shares, the paid-up equity
 share capital of the Company stands increased from Rs 22,83,57,111 to Rs
 63,93,99,911 with effect from October 31, 2011.
 
 Out of the aggregate proceeds of Rs 1,479.75 crore from this right
 issue, a part has already been utilised to repay certain loans. The
 balance has been kept in fixed deposit/liquid funds, pending repayment/
 prepayment of loans. This will help the Company to reduce its interest
 cost and improve profitability.
 
 Redemption of Foreign Currency
 
 Convertible Bonds
 
 The Company had issued Zero Coupon Foreign Currency Convertible Bonds
 (FCCBs) aggregating to US$ 120 million in February 2006. After
 conversion/ repurchase from time to time, FCCBs of US$ 99.572 million
 were outstanding at the beginning of the year, the Company made
 repayment of an aggregate amount of US$ 133.006 million, including the
 redemption premium of US$ 33.434 million on the due date (February 02,
 2011) in accordance with the terms and conditions of the said FCCBs.
 
 With the aforesaid repayment, entire FCCBs issued in February 2006
 stood redeemed on maturity. As on September 30, 2011, FCCBs of US$
 15.00 million (issued in financial year 2006-07) were outstanding.  The
 said FCCBs can be converted at the option of the bond holder into one
 equity share at Rs 250 per equity share, at a pre determine exchange rate
 of US$ 1= Rs 42.42 at any time up to 26.04.2014.
 
 Listing of Securities
 
 The Company''s equity shares are listed on the Bomba Stock Exchange
 Limited and The National Stock Exchange of India Limited. The Annual
 Listing fees to each of these Stock Exchanges have been paid by the
 Company. The Global Depository Receipts (GDRs) are listed on the
 Luxembourg Stock Exchange and Londo Stock Exchange.
 
 Employees Stock Option
 
 The information required to be disclosed in terms of the provisions of
 the SEBI (Employees Stock Option Scheme and Employee Stock Purchase
 Scheme) Guidelines, 1999 is enclosed as per Annexure II to the report.
 
 Management Discussion and Analysis
 
 Management Discussion and Analysis Report is presented in a separate
 section forming part of this Annual Report.
 
 Subsidiaries
 
 As on September 30, 2011, the Company had the following Subsidiaries,
 which are presently unlisted :-
 
 1.  Bajaj Eco-Tec Products Limited
 
 2.  Bajaj Aviation Private Limited
 
 3.  Bajaj Energy Private Limited
 
 4.  Lalitpur Power Generation Company Limited
 
 5.  Bajaj Power Generation Private Limited
 
 6.  Bajaj International Participaçoes Ltda. (Brazilian subsidiary)
 
 7.  Bajaj Hindusthan (Singapore) Pvt. Ltd. (Singapore subsidiary)
 
 In terms of General Circular No. 2/2011, dated February 8, 2011 issued
 by the Government of India, Ministry of Corporate Affairs granting
 general exemption under Section 212 of the Companies Act, 1956, and
 consent of the Board of Directors vide their resolution passed at the
 Board Meeting held on September 29, 2011 for not attaching the Balance
 Sheet of subsidiaries, the Company has not attached with its Balance
 Sheet as at September 30, 2011, copies of the balance sheet, profit and
 loss account and reports of the board of directors and auditors of the
 Company''s subsidiaries and has disclosed the requisite information in
 the Consolidated Balance Sheet as at September 30, 2011.
 
 Pursuant to the General Circular No. 2/2011 dated February 8, 2011, the
 Company hereby undertakes that:
 
 I.  Annual accounts of the subsidiary companies and the related
 detailed information shall be made available to shareholders of the
 Company and subsidiary companies seeking such information at any point
 of time.
 
 II.  The annual accounts of the subsidiary companies shall also be kept
 for inspection by any shareholders in the registered office of the
 Company and of the subsidiary companies concerned.
 
 III.  The Company shall furnish a hard copy of details of accounts of
 subsidiaries to any shareholder on demand.
 
 Subsidiaries'' Operations
 
 Bajaj Eco-Tec Products Limited
 
 Bajaj Eco-Tec Products Limited (BEPL), is a Wholly Owned Subsidiary of
 Bajaj Hindusthan Limited engaged in manufacture of Medium Density Fibre
 (MDF) boards and Particle boards from sugarcane bagasse.
 
 During the financial year ended March 31, 2011 BEPL recorded a turnover
 (sales and other income) of Rs 160.37 crore as against Rs 154.63 crore
 during the previous year. The Net Loss after tax for the year was Rs
 49.53 crore as against Rs 50.57 crore recorded during the previous year.
 Operating margins of the Company were under pressure due to increase in
 cost of raw materials, coupled with increase in cost of power and fuel
 and competitive pricing policy adopted by other manufacturers in the
 market.
 
 Bajaj Aviation Private Limited
 
 Bajaj Aviation Private Limited (BAPL), is a Wholly Owned Subsidiary of
 Bajaj Eco-Tec Products Limited and therefore is a subsidiary of the
 Company. During the year ended September 30, 2011, BAPL generated a
 turnover including other income of Rs 0.99 crore and posted Net Loss of
 after tax Rs 1.53 crore.
 
 Bajaj Energy Private Limited
 
 Bajaj Energy Private Limited (BENPL), is implementing project for
 thermal power generating capacity of 450 MW (2 X 45 MW X 5) comprising
 of two turbines of 45 MW each at five locations at Khamberkhera,
 Barkhera, Maqsoodapur, Kundarki and Utraula in the State of Uttar
 Pradesh at a project cost of Rs 2,320 crore funded by way of debt to
 equity mix of 3:1.
 
 BHL has subscribed equity to the tune of Rs 137.81 crore equivalent to
 51% of the paid up capital of BENPL. BHL has further paid Rs 26.00 crore
 towards equity against which shares are yet to be allotted.
 
 Three projects at Khamberkhera, Barkhera and Maqsoodpur have started
 commercial operation and exporting power to grid. Two projects at
 Kundarki and Utraula will be up and running during January 2012.
 
 Lalitpur Power Generation Company Limited
 
 The Company was awarded 1,980 MW (3X660 MW) mega thermal power project
 at Lalitpur, Uttar Pradesh which is being implemented through Lalitpur
 Power Generation Company Limited (LPGCL), SPV created for this purpose.
 The estimated cost of project is Rs 12,000 crore.
 
 LPGCL has entered into a facility agreement dated August 24, 2011 with
 syndicate of lenders for term loan financing of Rs 8,886 crore.
 
 Out of the total estimated land requirement of 1,320 acres, LPGCL has
 already acquired 1,220 acres and acquisition of balance 100 acres of
 land is expected to be achieved shortly. LPGCL has also obtained
 clearances from Irrigation Department, Ministry of Environment and
 Forest (MoEF) and Uttar Pradesh Pollution Control Board (UPPCB) . The
 Boiler Turbine Generators (BTG) and Balance of Plant (BOP) orders
 through International Competitive Bidding route have also been placed.
 
 LPGCL''s application for domestic coal supply duly recommended by
 Central Electricity Authority and Ministry of Power is submitted to
 Ministry of Coal, and shall be taken up in the next Standing Linkage
 Committee meeting. The Company has also made arrangements for procuring
 imported coal from Indonesia.
 
 In July 2011, LPGCL had issued and allotted 6182500 equity shares of Rs
 10/- each to the Company and to other promoter group companies. Till
 date BHL has invested an aggregate of Rs 234.98 crore in LPGCL.
 
 Bajaj Power Generation Private Limited
 
 The Company was awarded another 1,980 MW (3 x 660 MW) mega thermal
 power project at Bargarh, district Chitrakoot, Uttar Pradesh which
 shall be implemented through another SPV – Bajaj Power Generation
 Private Limited (BPGPL), a subsidiary of the Company. The estimated
 cost of project will be around Rs 12,000 crore. BHL at present holds
 entire paid up share capital of the said Company.
 
 The Company has applied for an environmental clearance from the
 Ministry of Environment and Forests which is yet to receive the terms
 of reference.
 
 Bajaj Internacional Participações Limitada (Subsidiary in Brazil)
 
 Since no operations in this Wholly Owned Subsidiary (WOS) was started,
 the Company initiated steps of winding up of its operations. Against an
 investment of US $ 1.01 million in equity capital of this subsidiary,
 the repatriation of entire capital has been accomplished during the
 year. In addition, BHL had received a sum of US$ 0.13 million as
 dividend lying as accumulated interest/ other income in the said
 Company.
 
 Bajaj Hindusthan (Singapore) Private Limited (Subsidiary in Singapore)
 
 Bajaj Hindusthan (Singapore) Pte. Ltd., a Wholly Owned Subsidiary of
 the Company in Singapore has commenced operations of Trading in
 Commodities like Sugar etc.
 
 In its maiden year of commercial operation ended March 31, 2011, the
 company achieved a turnover including other income of US$ 73.23 million
 and posted a net loss after taxation of US$ 4.29 million.
 
 Consolidated Financial Statements
 
 In compliance with Accounting Standards 21, 23 and 27 of the Companies
 (Accounting Standards) Rules, 2006 and pursuant to the Listing
 Agreement with the Stock Exchanges, the Consolidated Financial
 Statements form part of this Annual Report.
 
 As directed by the Central Government and pursuant to the Accounting
 Standard – 21 (AS – 21) prescribed under the Companies (Accounting
 Standard) Rules, 2006, Consolidated Financial Statements presented by
 your Company include financial information about its aforesaid
 subsidiaries. The financial statements of BHL as well as its aforesaid
 subsidiaries will be available on the website of the Company
 (www.bajajhindusthan.  com).
 
 Directors
 
 Mr. D. K. Shukla (DIN 00025409) and Mr. R. V. Ruia (DIN 00035853),
 Directors of the Company, will retire by rotation and being eligible,
 offer themselves for re- appointment. All the appointments of the
 Directors of the Company are in compliance with the provisions of
 Section 274 (1)(g) of the Companies Act, 1956.
 
 Directors'' Responsibility Statement
 
 Pursuant to the provisions of Section 217(2AA) of the Companies Act,
 1956, as amended, with respect to the directors'' responsibility
 statement, it is hereby confirmed:
 
 (i) that in preparation of accounts for the financial year ended
 September 30, 2011, the applicable accounting standards have been
 followed along with proper explanation relating to the material
 departures;
 
 (ii) that the directors of the Company 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 as at September 30, 2011
 and of the profit of the Company for the year ended September 30, 2011;
 
 (iii) that the directors of the Company have taken proper and
 sufficient care for the maintenance of adequate accounting records in
 accordance with the provisions of the Companies Act, 1956 for
 safeguarding the assets of the Company and for preventing and detecting
 fraud and other irregularities; and
 
 (iv) that the directors of the Company have prepared the accounts of
 the Company for the financial year ended September 30, 2011 on a going
 concern basis.
 
 Auditors and Auditors'' Report
 
 M/s. Chaturvedi & Shah, Chartered Accountants, existing Statutory
 Auditors will retire at the conclusion of the ensuing (80th) Annual
 General Meeting and seek re-appointment as Statutory Auditors of the
 Company at the ensuing Annual General Meeting.
 
 The Company has received certificate from M/s. Chaturvedi & Shah to the
 effect that their appointment, if made, would be within the limits
 prescribed under Section 224(1B) of the Companies Act, 1956.
 
 The Board of Directors recommends to the shareholders the appointment
 of M/s. Chaturvedi & Shah as Auditors of the Company.
 
 The observations and comments given in the report of the Auditors read
 together with notes to accounts are self explanatory and hence do not
 call for any further information and explanation under Section 217(3)
 of the Companies Act, 1956.
 
 International Accountants
 
 M/s. B S R & Company, Chartered Accountants, appointed as International
 Accountants of the Company have submitted the report on the Company''s
 Consolidated Financial Statements to the Board of Directors for the
 year under review and the same forms a part of this report for the
 information of members.
 
 Cost Auditors
 
 The Central Government has directed an audit of the cost accounts
 maintained by the Company in respect of sugar and industrial alcohol
 businesses. For conducting the cost audit for these businesses for the
 financial year ended September 30, 2011, the Central Government has
 approved the appointment of M/s.  B.J.D. Nanabhoy & Co., Cost
 Accountants, Mumbai.
 
 Particulars of employees
 
 As required under the provision of Section 217(2A) of the Companies
 Act, 1956 read with the Companies (Particulars of Employees) Rules,
 1975 as amended, particulars of employees are set out in the Annexure-
 III and forms part of this report.
 
 However, having regard to the provisions of Section 219(1)(b)(iv) of
 the said Act, the Annual Report excluding the aforesaid information is
 being sent to all the members of the Company and others entitled
 thereto. Any member interested in obtaining such particulars may write
 to the Company Secretary at the registered office of the Company.
 
 Transfer of amounts to Investor Education and Protection Fund
 
 The amounts of dividend, interest on debenture and matured debentures,
 interest on fixed deposits and matured fixed deposits, etc. which has
 remained unpaid or unclaimed for 7 years have been transferred to the
 Investor Education and Protection Fund within the time stipulated by
 law on respective due dates in accordance with the provisions of
 Section 205C of the Companies Act, 1956.
 
 Conservation of energy, technology absorption and foreign exchange
 earnings and outgo
 
 The relevant data regarding the above is given in the Annexure-I hereto
 and forms part of this report.
 
 Corporate Governance
 
 The Company has vigorously striven to follow the best corporate
 governance practices aimed at building trust among the key
 stakeholders, shareholders, employees, customers, suppliers (including
 farmers) and other stakeholders on four key elements of corporate
 governance - transparency, fairness, disclosure and accountability.
 
 Acknowledgements
 
 Industrial relations have been cordial at all the plants of the
 Company.
 
 The Directors express their appreciation for the sincere co-operation
 and assistance of Central and State Government authorities, bankers,
 customers and suppliers and business associates. Your Directors also
 wish to place on record their deep sense of appreciation for the
 committed services by your Company''s employees. Your Directors
 acknowledge with gratitude the encouragement and support extended by
 our valued shareholders.
 
                             For and on behalf of the Board of Directors
 
                                                           SHISHIR BAJAJ
 
                                            Chairman & Managing Director
 
 Mumbai,
 November 23, 2011