The Directors have pleasure in presenting their report as a part of
 the 35th Annual Report along with the audited accounts of the Company
 for the 18 months period ended 31st March 2011.
 
 Operating and Financial Review                           [Rs. in Lacs]
 
 Financial Results                       2009-11                2008-09
                                    (For 18 months)     (For 12 months)
 
 Gross Turnover                           306321.81           177101.78
 
 Operating profit before 
 interest, depreciation 
 and tax                                   53225.45            45439.72
 
 Interest and other 
 financial charges (net)       13814.36               9684.59
 
 Depreciation & Amortisation   16810.96              10794.38
 
 Provision for taxation         6159.38    36784.70   2310.16  22789.13
 
 Net Profit                                16440.75            22650.59
 
 Less : Loss of Maizapur 
 unit on merger                             1248.17                   –
 
 Add : Balance brought forward 
 from the previous year                     4238.55             1599.68
 
 Profit Available for 
 Appropriation                             19431.13            24250.27 
 
 Appropriations
 
 Proposed dividend on equity shares         1852.05             7702.65
 
 Tax on proposed dividend                    300.45             1309.07 
 
 Dividend on equity shares
 (including tax on dividend)
 for the previous year                        59.38                   –
 
 General Reserve                           10000.00            11000.00
 
 Leaving a balance to be carried 
 forward to next years account             7219.25             4238.55
 
                                           19431.13            24250.27
 
 
 Change in financial year
 
 The financial year 2009-10 of the company was extended up to 31st
 March, 2011 from 30th September 2010. Henceforth, the financial year of
 the company shall be from 1st April to 31st March. The financial year
 period was changed as the Company needed to allign its accounts with
 the emerging changes in law and accounting. The financial results for
 the year under review covered a period of 18 months and are not
 comparable with the results of 2008-09, a financial year that covered
 only 12 months.
 
 Dividend
 
 Your Directors are pleased to recommend a dividend for consideration of
 the shareholders @ Rs. 0.75 per share.
 
 Operations
 
 The operational data of the Company for the 18 months period covering
 two sugar seasons (2009-10 and 2010-11) are mentioned below :
 
 Season        Cane crushed     Sugar produced          Recovery
               (in lac qntls)   (in lac qntls)         
 
   2009-10         538.58            50.34                9.35
 
 * 2010-11         694.60            65.30                9.40
 
    Total         1233.18           115.64
 
 
 * Figures include Kumbhi Unit continued upto 4.4.2011
 
 Performance 2009-11
 
 The Company reported a turnover of Rs.3063.22 crores for the period
 ended 31st March, 2011 as against Rs.1771.02 crores in the previous
 financial year, a growth 72.96%. However, net profit declined by 27.42%
 to Rs.164.41 crores from Rs.226.51 crores in the previous year due to a
 substantial increase in the cost of production.
 
 Sugar season 2009-10: Sugar crushing and production during season
 2009-10 was higher at 538.58 lac quintals and 50.34 lac quintals as
 against 483.22 lac quintals and 44.17 lac quintals respectively in the
 previous season. Average recovery was marginally higher at 9.35% as
 against 9.14% in the previous season.
 
 The season began with lower national production estimates which led to
 a rise in domestic sugar realizations from Rs.28 in October 2009 to a
 short-lived peak of Rs.42 per kg in January 2010. Concurrently, the
 international market recorded a 28- year high of 35.58 cents per pound,
 indicating a domestic and global sugar shortage. This was the first
 time in the history of the industry when sugar prices had moved up
 sharply and suddenly during the season, resulting in mills needing to
 compete to obtain raw material at higher prices
 
 following a scenario where farmers were not ready to supply cane at
 lower prices due to higher end product realisations.  What made matters
 more challenging, mills raised cane prices at regular intervals through
 the season.
 
 Your company paid Rs.230 per qntl for cane against a State Advised
 Price (SAP) of only Rs.165 per qntl. Mills not only paid higher cane
 prices but imported raw and white sugar in a big way, estimated at
 approximately 50 lac tons. This high cane price increased production
 costs, which coincided with a decline in global sugar prices.
 
 Meanwhile, the government of India imposed unprecedented restrictions
 on the sale of sugar - weekly quota sale, stock limits on traders and
 compulsory imports by bulk consumers etc. - to cool high domestic
 prices. The combined effect of these measures collapsed sugar
 realizations from a peak Rs.42 to a low Rs.26 a kg. Since the industry
 had already paid a higher cane price, it was now saddled with high cost
 sugar which needed to be liquidated at low realizations, resulting in
 substantial losses in season 2009-10. However, the Company was able to
 make good the loss in its sugar segment through its integrated business
 model covering the cogeneration and distillery businesses.
 
 The Company imported 9.06 lac quintals of raw sugar.
 
 Sugar season, 2010-11: Due to higher sugar cane prices paid to farmers
 during the 2009-10 season, there was a substantial increase in the
 planting of sugar cane during the 2010-11 season. The Companys
 crushing and production were substantially higher at 694.60 lac
 quintals and 65.30 lac quintals respectively with an average recovery
 of 9.40%.
 
 The season commenced around a projected national sugar production of
 240 lac tons. However, the UP government hiked cane price to Rs.205 per
 qntl effective for the entire season, which made it difficult to
 rationalize costs. Following the perception of a sugar output, the
 government of India permitted sugar export under Advance Licence Scheme
 as well as under Open General License in December 2010.  However, a
 delay in the implementation of this decision resulted in sugar prices
 remaining sluggish at Rs.28 per kg.
 
 Following volume growth, your Company succeeded in reducing the
 incidence of fixed costs across all segments.
 
 Power
 
 The profitability reported by the Power Division was higher on account
 of adequate capacity utilization that was derived from higher crushing
 and bagasse availability. The Uttar Pradesh Electricity Regulatory
 Commission increased the tariff for bagasse-based cogen plants for five
 years with effect from FY 2009-10. The total power generated by our
 cogeneration plant was 10153.88 lac units, as against 4957.54 lac units
 in the previous year. Consequently, power export to UPPCL was higher at
 7110.77 lac units as against 3576.58 lac units in the previous year;
 the total value of power exported to the grid was correspondingly
 higher at Rs.29392.93 lacs as against Rs.12477.72 lacs in the previous
 year.
 
 Distillery
 
 The distillery performance was satisfactory as it produced 383.01 lac
 BL industrial alcohol, 141.61 lac BL ethanol and 186.62 lac BL ENA as
 against 267.05 lac BL, 101.60 lac BL and 114.07 lac BL respectively
 during the previous year. The cumulative average realization (net of
 excise duty) per BL of industrial alcohol, ethanol and ENA was Rs.25.10
 in 2009-11 as
 
 against Rs.26.14 in 2008-09.
 
 Organic manure
 
 The performance of our organic manure manufacturing operation was
 satisfactory.
 
 Subsidiary companies
 
 Indo Gulf Industries Ltd (IGIL): The Honble Board for Industrial &
 Financial Reconstruction (BIFR) vide its order dated 24.06.2010,
 sanctioned a Rehabilitation Scheme for the revival of Indo Gulf
 Industries Ltd (IGIL), a subsidiary of the Company. As per the
 sanctioned Scheme, the Sugar Division of IGIL, situated at Maizapur,
 Gonda, Uttar Pradesh was demerged from that company and then merged
 with Balrampur Chini Mills Ltd (BCML) with effect from 1st October,
 2008. As per the Scheme, BCML issued and allotted to IGIL shareholders
 in the ratio of 1 equity share of Rs.1/- each fully paid up for every
 100 equity shares of Rs.1/- each (post restructuring) held by them in
 IGIL as on 24.08.2010, except to BCML itself to the extent of its
 shareholding in IGIL. Accordingly, BCML allotted 44048 equity shares of
 Rs.1/- each to IGIL shareholders. The Explosive units of IGIL continued
 as the sole business of IGIL as per the sanctioned Scheme. IGIL
 reported a net loss of Rs.191.94 lacs for the 18 months period ended
 31st March, 2011.
 
 Balrampur Overseas Private Limited: Balrampur Overseas Private Limited
 (BOPL), a wholly owned subsidiary of the Company incorporated in Hong
 Kong, reported a net profit of Hong Kong 57495 for the 18 months
 period ended on 31st March, 2011.
 
 The statement under section 212(3) of the Companies Act, 1956 in
 respect of subsidiary companies is separately annexed.
 
 In accordance with the general circular issued by the Ministry of
 Corporate Affairs, Government of India, the Balance Sheet, Profit and
 Loss Account and other documents of the subsidiary companies are not
 being attached with the Balance Sheet of the Company. The annual
 accounts of the subsidiary companies and the related detailed
 information shall be made available to shareholders of the holding and
 subsidiary
 
 companies seeking such information at any point. The annual accounts of
 the subsidiary companies shall be kept for inspection by any
 shareholders at Registered Office of the holding company and of the
 subsidiary companies concerned.
 
 Cane & Sugar Policy
 
 Season 2009-10
 
 The salient features of the sugar policy were as under:
 
 - Keeping in mind the requirement of BPL families (2.8 million), the
 government increased its levy sugar obligation from 10% to 20% for the
 season 09-10 owing to a lower sugar production envisaged in the said
 season.
 
 - The Fair & Remunerative Price (F&RP) was fixed at Rs.129.84 per qntl
 linked to a basic recovery of 9.5% subject to a premium of Rs.1.37 per
 qntl for every 0.1% increase in recovery above that level.
 
 - Consequent to the increase in F&RP, the levy sugar price was raised
 to Rs.1826.13 per qntl from Rs.1384.
 
 - The UP government increased SAP to Rs.165 from Rs.140 per qntl.
 
 - The government permitted duty-free imports of white and raw sugar
 from April 2009 to tide the country over a shortage in domestic
 production.
 
 Season 2010-11
 
 With a revival in production estimates, the government reverted to the
 levy obligation level of 10%. F& RP was increased to Rs.139.12 per qntl
 linked to a basic recovery of 9.5% subject to a premium of Rs.1.37 per
 qntl for every 0.1% increase in recovery above that level. The levy
 sugar price was also revised to Rs.1917.18 per qntl. The UP government
 enhanced SAP from Rs.165 to Rs.205 per qntl. The government of India
 permitted the export of sugar under Advance Licence Scheme by millers
 for their earlier years obligation, the quantum of which was around 12
 lac tons. The government permitted the export of 5 lac tons under OGL
 to eliminate the possibility of cane arrears and also stabilize
 domestic realisations.
 
 Legal cases related to cane price
 
 As reported last year, legal cases relating to cane prices for the
 sugar seasons 2006-07, 2007-08 and 2008-09 were pending in Supreme
 Court of India. The next hearing is scheduled after the opening of the
 Courts following the vacation.
 
 Refinery
 
 The Company had commissioned a refinery of 500 TCD at its Haidergarh
 plant for Rs.5 crores, increasing the Companys refinery capacity to
 1200 TCD (including 700 TCD at the Rauzagaon plant). The Company plans
 to enhance the refinery capacity at its Haidergarh plant by 3600 TCD.
 This will provide the Company with revenue and production stability in
 years when imports are necessary to meet the countrys demand-supply
 gap.
 
 Consolidated financial statements
 
 In compliance with the Accounting Standards 21 and 23 of the Companies
 (Accounting Standards) Rules, 2006 and pursuant to the Listing
 Agreement with the stock exchanges, the consolidated financial
 statements form a part of this Annual Report.
 
 Outlook
 
 The sugar industrys long standing demand of deregulation was actively
 considered at the highest level of the government. However, the
 government was unable to take a decision and the industry waited
 anxiously for this development. It would pertinent to indicate that the
 global sugar industry is deregulated. Since India is the largest sugar
 consumer, deregulation would be in the broader interest of all stake
 holders – growers, millers and consumers – as it would reduce the
 cyclic impact and minimize government interference. Brazil is a
 relevant instance of the benefits of deregulation: following this
 decision, sugar production at 30 million tons a season has created a
 win-win proposition for all stakeholders.
 
 The Empowered Group of Ministers [EGOM] has mandated that Oil Marketing
 Companies [OMC] blend 5% ethanol with
 
 petrol, fixing an interim price of Rs.27 per BL. OMC placed orders on
 sugar mills for buying 58 crore litres of ethanol.  EGOM also
 constituted a Committee under the chairmanship of Dr Soumitra Choudhury
 to reconsider a sustainable price of ethanol, a step in the right
 direction.
 
 Against 187 lac tons of 2009-10 production, season 2010-11 began with
 an opening stock of 50 lac tons. The export of 12 lac tons under ALS
 and 5 lac tons under OGL and domestic consumption at 225 lac tons, will
 ensure no inventory addition. With growth in the countrys GDP and
 sugar consumption, sugar prices are expected to improve gradually.
 
 With an increase in the volume of bagasse and molasses, capacity
 utilization of the Companys power and distillery assets will increase,
 leading to a higher profitability.
 
 Listing of equity shares
 
 Your Companys equity shares are listed on the Calcutta, Bombay and
 National Stock Exchanges. An application for delisting our shares from
 Calcutta Stock Exchange is pending. Your Company paid the annual
 listing fees to each stock exchange. The Companys GDRs are listed on
 the Luxembourg Stock Exchange.
 
 Corporate governance
 
 As per Clause 49 of the Listing Agreement with the stock exchanges,
 Management Discussion and Analysis, Corporate Governance report and the
 Auditors Certificate on the compliance of conditions of Corporate
 Governance, form a part of the Annual Report. However, the voluntary
 guidelines on Corporate Governance issued by the Ministry of Corporate
 Affairs, Govt. of India, will be considered following the introduction
 of New Companies Bill in the Parliament.
 
 Credit Rating
 
 The ICRA credit rating for short-term debt mobilized by your Company
 for a sum of Rs.500 crores was A1+.
 
 Change in capital structure
 
 The Company issued and allotted 2924950 equity shares of Rs.1/- each at
 a price of Rs.45 per share (including premium of Rs.44 per share) upon
 the exercise of 2924950 options under the Employee Stock Option Scheme.
 The Company also allotted 44048 equity shares of Rs.1/- each to the
 shareholders of Indo Gulf Industries Ltd vide BIFR order dated
 24.06.2010.  Consequently, the paid up share capital of the Company
 increased to 259724058 equity shares of Rs.1/- each.
 
 Buyback of shares
 
 The Board of Directors of the Company in its meeting on 22nd February,
 2011 approved a proposal to buyback the Companys fully paid up equity
 shares of Rs.1/- each at a price not exceeding Rs.85 per share, payable
 in cash, for an amount upto Rs.110 crores out of free reserves by way
 of purchase from the open market through the stock exchanges.
 Accordingly, the Company bought back 4678678 shares upto 31.03.2011 and
 extinguished 3449147 shares as on 31.03.2011. Following extinguishment,
 the paid-up share capital of the Company was Rs.256274911 as on
 31.03.2011.
 
 Employee Stock Option Scheme
 
 Pursuant to the Provision of Guidelines 12 of the SEBI (Employee Stock
 Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 as
 amended, the details of Stock Options as on 31st March, 2011 under the
 Employee Stock Option Scheme, 2005 are set out in the Annexure to the
 Directors Report.
 
 Directors
 
 Shri R.K. Choudhury and Shri S.B. Budhiraja, Directors of your Company,
 retire from the Board by rotation and are eligible for re-election.
 
 Directors responsibility statement
 
 As required under Section 217 (2AA) of the Companies Act, 1956 your
 Directors confirm that:
 
 i.  In preparation of the annual accounts, the applicable accounting
 standards have been followed.
 
 ii.  The Directors have 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.
 
 iii. The Directors have taken proper and sufficient care to maintain
 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
 
 iv. The Directors have prepared the annual accounts on a going
 concern basis.
 
 Particulars of employees
 
 The particulars of employees, as required under Section 217(2A) of the
 Companies Act, 1956, are given in a separate annexure attached hereto
 and form part of this report.  However, as permitted by Section
 219(1)(b)(iv) of the Companies Act, 1956, the abridged annual report is
 being sent to all the members of the Company excluding the said
 Annexure.
 
 Conservation of energy etc.
 
 The particulars related to the conservation of energy, technology
 absorption and foreign exchange earnings and outgo as required under
 Section 217(1)(e) of the Companies Act, 1956, are given in a separate
 annexure attached hereto and form a part of this report.
 
 However, as permitted by Section 219(1)(b)(iv) of the Companies Act,
 1956 the abridged Annual Report is being sent to all the member of the
 Company excluding the said Annexure.
 
 Fixed deposits
 
 The Company did not accept any deposit under section 58A of the
 Companies Act, 1956 during the year under review.
 
 Auditors & Auditors Report
 
 M/s. G.P. Agrawal & Co., Chartered Accountants, Auditors of your
 Company, retire and, being eligible, offers themselves for
 re-appointment. The Notes on Accounts referred to in the Auditors
 Report are self-explanatory and therefore do not call for any further
 explanations/comments.
 
 Cost Auditors
 
 Pursuant to the directives of the Central Government under the
 provisions of Section 233B of the Companies Act, 1956, M/s. N.
 Radhakrishnan & Co, Cost Accountants, were appointed to conduct cost
 audits relating to sugar, electricity and industrial alcohol.
 
 The Cost Audit Report for the last audited accounts for the financial
 year ended 30th September, 2009 was filed by the Cost Auditors with
 respect to the sugar units of the Company on 18th March, 2010, which is
 well within the due date of 31st March, 2010.
 
 Appreciation
 
 Your Board of Directors place on record their sincere appreciation for
 the continued support from shareholders, customers, suppliers,
 Financial Institutions, Central Government, Government of U.P, State
 Bank of India, other Bankers and other business associates for the
 growth of the organisation. A particular note of thanks to all
 employees of the Company for the cooperation and dedicated services
 rendered at all levels.
 
 
 
                         For and on behalf of the Board of Directors
 
 
 Kishor Shah                                           Vivek Saraogi
 Director-cum-Chief Financial Officer              Managing Director
 
 
 Kolkata
 13th May, 2011