1.  We have audited the attached Balance Sheet of BAJAJ HOLDINGS AND
 INVESTMENT LIMITED (the Company) as at 31 March 2011, and the related
 profit and Loss Account and Cash Flow Statement for the year ended on
 that date annexed thereto, which we have signed under reference to this
 report. These financial statements are the responsibility of the
 Companys Management. Our responsibility is to express an opinion on
 these financial statements based on our audit.
 
 2.  We conducted our audit in accordance with the auditing standards
 generally accepted in India. Those Standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material misstatement. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and signifcant estimates made
 by Management, as well as evaluating the overall financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 3.  As required by the Companies (Auditors Report) Order, 2003, as
 amended by the Companies (Auditors Report) (Amendment) Order, 2004
 (together the Order), issued by the Central Government of India in
 terms of sub-section (4A) of Section 227 of The Companies Act, 1956
 of India (the Act) and on the basis of such checks of the books and
 records of the Company as we considered appropriate and according to
 the information and explanations given to us, we give in the Annexure a
 statement on the matters specifed in paragraphs 4 and 5 of the Order.
 
 4.  Further to our comments in the Annexure referred to in paragraph 3
 above, we report that:
 
 (a) We have obtained all the information and explanations which, to the
 best of our knowledge and belief, were necessary for the purposes of
 our audit;
 
 (b) In our opinion, proper books of account as required by law have
 been kept by the Company so far as appears from our examination of
 those books;
 
 (c) The Balance Sheet, profit and Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account;
 
 (d) In our opinion, the Balance Sheet, profit and Loss Account and Cash
 Flow Statement dealt with by this report comply with the accounting
 standards referred to in sub-section (3C) of Section 211 of the Act;
 
 (e) On the basis of written representations received from the
 directors, as on 31 March 2011 and taken on record by the Board of
 Directors, none of the directors is disqualifed as on 31 March 2011
 from being appointed as a director in terms of clause (g) of
 sub-section (1) of Section 274 of the Act;
 
 (f) In our opinion and to the best of our information and according to
 the explanations given to us, the said financial statements together
 with the notes thereon and attached thereto give, in the prescribed
 manner, the information required by the Act, and give a true and fair
 view in conformity with the accounting principles generally accepted in
 India:
 
 (i) in the case of the Balance Sheet, of the state of afairs of the
 company as at 31 March 2011;
 
 (ii) in the case of the profit and Loss Account, of the profit for the
 year ended on that date; and
 
 (iii) in the case of the Cash Flow Statement, of the cash fows for the
 year ended on that date.
 
 Annexure to the Auditors Report
 Referred to in paragraph 3 of the Auditors Report of even date to the
 members of Bajaj Holdings & Investment Limited on the financial
 statements for the year ended 31March 2011
 
 1.  (a) The Company is maintaining proper records showing full
 particulars, including quantitative details and situation, of fxed
 assets.
 
 (b) The fxed assets are physically verifed by the Managemen according
 to a phased programme designed to cover all the items over a period of
 three years which, in our opinion, is reasonable having regard to the
 size of the Company and the nature of its assets. Pursuant to the
 programme, a portion of the fxed assets has been physically verifed by
 the Management during the year and no material discrepancies between
 the book records and the physical inventory have been noticed.
 
 (c) In our opinion and according to the information and explanations
 given to us, a substantial part of fxed assets has not been disposed of
 by the Company during the year
 
 2.  (a) The Company has not granted any loans, secured or unsecured, to
 companies, frms or other parties covered in the register maintained
 under Section 301 of the Act.
 
 (b) The Company has not taken any loans, secured or unsecured, from
 companies, frms or other parties covered in the register maintained
 under Section 301 of the Act.
 
 3.  In our opinion and according to the information and explanations
 given to us, there is an adequate internal control system commensurate
 with the size of the Company and the nature of its business for the
 purchase of fxed assets and for the sale of goods and services.
 Further, on the basis of our examination of the books and records of
 the Company, and according to the information and explanations given to
 us, we have neither come across nor have been informed of any
 continuing failure to correct major weaknesses in the aforesaid
 internal control system.
 
 4.  (a) In our opinion and according to the information and
 explanations given to us, the particulars of contracts or arrangements
 referred to in Section 301 of the Act have been entered in the register
 required to be maintained under that section.
 
 (b) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of such contracts or
 arrangements and exceeding the value of Rs 5 lakh in respect of any
 party during the year have been made at prices which are reasonable
 having regard to the prevailing market prices at the relevant time.
 
 5.  The Company has not accepted any deposits from the public within
 the meaning of Sections 58A and 58AA of the Act and the rules framed
 there under.
 
 6.  In our opinion, the Company has an internal audit system
 commensurate with its size and nature of its business.
 
 7.  The Central Government of India has not prescribed the maintenance
 of cost records under clause (d) of sub-section (1) of Section 209 of
 the Act for any of the products of the Company.
 
 8.  (a) According to the information and explanations given to us and
 the records of the Company examined by us, in our opinion, the Company
 is regular in depositing the undisputed statutory dues including
 provident fund, investor education and protection fund, employees
 state insurance, income-tax, sales-tax, wealth tax, service tax,
 customs duty, excise duty, cess and other material statutory dues as
 applicable with the appropriate authorities.
 
 (b) According to the information and explanations given to us and the
 records of the Company examined by us, the particulars of dues of
 income-tax, sales-tax, wealth-tax, service-tax, customs duty, excise
 duty and cess as at 31 March 2011 which have not been deposited on
 account of a dispute, are shown in Table 1:
 
 9.  The Company has no accumulated losses as at 31 March 2011 and it
 has not incurred any cash losses in the financial year ended on that
 date or in the immediately preceding financial year.
 
 
 Name of the 
 statute       Nature of dues  Amount    Period to which   Forum where
                            (Rs In Lakh) the amount        the
                                         relates           dispute is
                                                           pending
 
 Sales tax          -              -        -                 -
 
 Income Tax   Matters arising 
              out of              884     AYs (1991-92, 
                                          1992-93)         High Court
             assessment orders 
 
             Matters arising 
             out of             4,137     AYs (2001-02, 
                                          2005-06) ITAT    (Income Tax
             assessment orders                              Appellate 
                                                            Tribunal)
 
             Matters arising 
             out of             9,909     AYs (2006-07, 
                                          2007-08) CIT     (Commissioner,
             assessment orders                             Income Tax)
 
 Wealth Tax       -                -         -                 -
 
 Service Tax      -                -         -                 -
 
 Customs Duty     -                -         -                 -
 
 Excise           -                -         -                 -
 
 10. According to the records of the Company examined by us and the
 information and explanation given to us, the Company has not defaulted
 in repayment of dues to any financial institution or bank or debenture
 holders as at the balance sheet date.
 
 11. The Company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 12. In our opinion, the Company has maintained proper records of
 transactions and contracts relating to dealing or trading in shares,
 securities, debentures and other investments during the year and timely
 entries have been made therein.
 
 13. In our opinion and according to the information and explanations
 given to us, the Company has not given any guarantee for loans taken by
 others from banks or financial institutions during the year.
 
 14. The Company has not obtained any term loans.
 
 15. On the basis of an overall examination of the balance sheet of the
 Company, in our opinion and according to the information and
 explanations given to us, there are no funds raised on a short-term
 basis which have been used for long-term investment.
 
 16. The Company has not made any preferential allotment of shares to
 parties and companies covered in the register maintained under Section
 301 of the Act during the year.  However, during the year company has
 allotted shares in respect of warrants issued to promoters and promoter
 group in earlier years. The terms and conditions are in accordance with
 SEBI (Investor and Protection Guidelines 2000) and hence the price at
 which shares have been issued are not prejudicial to the interest of
 the company.
 
 17. The Company has not issued any debentures.
 
 18. The Company has not raised any money by public issues during the
 year.
 
 19. During the course of our examination of the books and records of
 the Company, carried out in accordance with the generally accepted
 auditing practices in India, and according to the information and
 explanations given to us, we have neither come across any instance of
 fraud on or by the Company, noticed or reported during the year, nor
 have we been informed of such case by the Management.
 
 20. Considering the nature of the business conducted by the Company,
 the other clauses viz (ii), (xiii) of paragraph 4 of the Companies
 (Auditors Report) Order 2003, as amended by the Companies (Auditors
 Report) (Amendment) Order, 2004, are not applicable in the case of the
 Company for the year, as they do not relate to the business carried on
 by the company.
 
 For Dalal and Shah
 
 Firm Registration Number: 102021W
 
 Chartered Accountants
 
 
 Anish P Amin
 
 Partner
 
 Membership Number : 40451
 
 Pune :18 May 2011