Dear Members,
 
 The Directors have pleasure in presenting their Twenty Fifth Annual
 Report together with the audited statement of accounts Of the Company
 for the financial year ended on 31st March, 2011.
 
 FINANCIAL RESULTS
 
                                                     (Rs. in Lacs)
 
                                                For the       For the
 
                                             year ended    year ended
 
                                             31.03.2011    31.03.2010
 
 Sales & Other Income                          30406.40      24014.88
 
 Profit before interest arid                    3733.79       2277.79
 depreciation
 
 Interest (Net)                                 2347.61       1633.33
 
 Profit before depreciation                     1386.18        644.46
 
 Depreciation                                    378.02        346.66
 
 Profit after depreciation but                  1008.16        297.80
 before Tax
 
 Provision for taxation                          260.98         95.78
 
 Adjustment of provision                          (1.57)        45.93
 for earlier years
 
 Tax adjustment for the earlier                   (6.90)        21.49
 years
 
 Profit after tax                                755.65        134.60
 
 OPERATIONS
 
 During the financial year under review the total revenue for the
 financial year ended 318l March, 2011 was Rs. 304,06.40 lacs as against
 Rs. 240,14.88 lacs during the previous financial year ended 31st March,
 2010 showing an increase of 26.61 /©.Similarly profit after tax for
 the same periods were Rs. 755.65 lacs and Rs.134.60 lacs respectively
 showing an increase of 461.4%. This was possible due to better
 management of working capital funds and cutting costs.
 
 During this financial year, the Company has worked with various
 prestigious customers in the field of Education, Defence, Financial
 Services, various e-Governance programmes, etc. One of these
 successfully executed orders included a significantly large order for
 an Education Project in Bihar.
 
 FUTURE OUTLOOK
 
 Recognizing the need of the market, we are working towards introducing
 newer products with specific emphasis on agricultural segment. In the
 financial year 2011-12, we are expecting to launch Diesel Pump Set and
 Power Tiller. We realize, with government''s initiatives on farm
 mechanization, these products will be in great demand with high growth
 rates.
 
 We are building on the strength of last year''s introduction of LED
 business unit. In some of the government agencies, our products have
 passed the testing parameters and we expect order flow to start during
 current financial year.
 
 Eurther the company recognizes that employees are key strength and has
 lately been on a drive to induct young and bright sales force. This is
 to ensure that we are closer to customer and helps us identify products
 that they need.
 
 DIVIDEND
 
 Keeping in view the tight liquidity position in the market and in order
 to conserve funds for working capital needs, your Directors do not
 recommend any dividend for the Financial Year 2010-11.
 
 BONUS ISSUE
 
 Pursuant to the approval granted by the shareholders in the previous
 Annual General Meeting, on 25th October, 2010, the company has issued
 and allotted 35,58,65,995 fully paid bonus equity shares of Re 1/-
 each.
 
 As a result of the bonus issue, the paid up share capital, has
 increased to Rs. 213,51,96,905.00 The new bonus Equity shares have been
 listed on Bombay Stock Exchange Limited (BSE) and National Stock
 Exchange of India Limited (NSE).
 
 ISSUE OF SHARE WARRANTS TO PROMOTER GROUP
 
 COMPANIES
 
 On 9th June, 2011, in accordance with applicable SEBI (ICDR)
 Regulations, the company has issued and allotted 21,35,19,690
 convertible share warrants to the promoter group companies. These
 companies can exercise option to convert warrants into equal number of
 equity shares of Re 1/- each within a period of 18 months from the date
 of allotment at a price of Rs. 2.10/- per share.
 
 DIRECTORS
 
 Mr. Kalyan Bhattacharya has resigned as Whole Time Director and
 Director with effect from 12* November, 2010 The Board placed on record
 its deep sense of appreciation of the services rendered by
 Mr.Bhattacharya to the company during his tenure Mr. P.V.R. Murthy was
 appointed as Managing Director by the Board with effect from 12th
 November, 2011 for a period of three years and the members approval was
 obtained by postal ballot on 23rt December 2011.  Mr. M. S. Arora was
 appointed as an Additional Director by the Board of Directors on 12th
 November, 2011 and he holds office up to the ensuing Annual General
 Meeting. Pursuant to Section 257 of the Companies Act, 1956, a member
 has proposed his candidature for appointment as Director.  Pursuant to
 Article 150 of the Articles of Association of your Company and Section
 256 of the Companies Act, 1956 Mr. Rajesh V.  Shah retires by rotation
 at the ensuing Annual General Meeting and is eligible for
 re-appointment.  Your Directors recommend reappointment of Mr M. S.
 Arora and Mr. Rajesh V. Shah.
 
 SUBSIDIARY COMPANIES
 
 Your Company has two subsidiaries as follows.
 
 (a) Birla Urja Limited
 
 The company is actively exploring various possibilities for setting up
 power projects based on renewable and non renewable sources in the
 country. The company has been registered with Gujarat government for 50
 MW Solar PV project under VIBRANT GUJARAT 2011. The company has also
 been registered with Government of Rajasthan for 50 MW thermal project
 and 5 MW solar PV project and the company is aggressively pursuing
 these projects and your directors are hopeful of firming up these
 projects in the near future.
 
 (b) Birla Power Solutions Limited FTZ
 
 The Company was incorporated on 8th December, 2010 in Hamriyah Free
 Trade Zone, U.A.E. to undertake the business of General trading. The
 company has commenced business and for the period 8th December, 2010 to
 31st March 2011, the company has achieved a turnover of AED 53,015,566
 equivalent to Rs. 6482.89 Lacs and made a net profit of AED 1,949,944.
 equivalent to Rs. 232.47 Lacs.
 
 CONSOLIDATED ACCOUNTS
 
 The consolidated accounts comprising the accounts of the Company and
 the above subsidiaries are appended. On a consolidated basis, the total
 turnover for the year ended on 31st March, 2011 was Rs. 35,682.10 Lacs
 and the profit after tax for the same period was Rs. 978.50 Lacs.
 
 The audited accounts of these companies have been received and the
 statement purusnat to Section 212 of the Companies Act, 1956 forms part
 of the Accounts.
 
 PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT
 
 The Ministry of Corporate Affairs, Government of India, vide General
 Circular No. 2/2011 dated February 8, 2011, has granted a general
 exemption from compliance with section 212 of the Companies Act, 1956,
 subject to fulfillment of conditions stipulated in the circular. The
 Company has satisfied the conditions stipulated in the circular and
 hence is entitled to the exemption. The financial data of the
 subsidiaries have been furnished under ''Details of Subsidiaries''forming
 part of the Annual Report. Consolidated Financial Statements of the
 Company and its subsidiaries for the year ended March 31, 2011,
 together with reports of Auditors thereon and the statement pursuant to
 Section 212 of the Companies Act, 1956, form part of the Annual Report.
 The Annual Accounts and the related detailed information of subsidiary
 companies will be made available to the Members of the Company seeking
 such information at any point of time and they will I also be available
 for inspection by any member at the Registered/Head Office of the
 Company and that of the subsidiary concerned.
 
 REPORT ON CORPORATE GOVERNANCE
 
 Your Company is following corporate governance norms of highest
 standards. As required under clause 49 of the listing agreement, a
 report on corporate governance forms part of this annual report.
 
 FIXED DEPOSITS
 
 The total fixed deposits amount outstanding as on 31st March, 2011 is
 Rs. 5190.89 lacs. There are no defaults in repayment of matured
 deposits and payment of interest.  There are no unpaid deposits other
 than those unclaimed .
 
 AUDITORS
 
 M/s Thakur, Vaidynath Aiyer and Company, Chartered Accountants,
 Statutory Auditors of the Company, hold office until the conclusion of
 the ensuing Annual General Meeting.  They have expressed their
 willingness to be reappointed for a further term. And they confirmed
 that their appointment, if approved by the shareholders, will be in
 conformity with the provisions of Section 224 (1B) of the Companies
 Act, 1956.
 
 INDUSTRIAL RELATIONS
 
 The Company enjoyed harmonious relations with workmen and employees
 through out the period under review.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS & OUTGO
 
 The particulars of energy conservation as prescribed have not been
 provided, as the Company''s industry is not specified in the schedule.
 
 The Details regarding Technology Absorption as per Form ''B'' are
 enclosed.
 
 Foreign exchange Earning and Outgo:
 
 Particulars                               2010-2011     2009-2010
 
                                        (Rs. in Lacs)  (Rs. in Las)
 
 Total Foreign Exchange                       7.08           NIL
 
 earnings
 
 Total Foreign Exchange                      92.76         57.81
 
 outgo
 
 PARTICULARS OF EMPLOYEES
 
 Information in accordance with the provisions of Section 217 (2A) of
 the Companies Act, 1956, read with the Companies (Particulars of
 Employees) Rules, 1975 as amended regarding employees is given in the
 annexure to the Directors Report.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to the requirement under section 217(2AA) of the Companies
 Act, 1956 with respect to Directors'' Responsibility Statement, it is
 hereby confirmed:
 
 - that in preparation of the annual accounts for the period ended on
 31 March, 2011 the applicable accounting standards have been followed
 along with proper explanation relating to material departures;
 
 - that the Directors had 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 the Company at the end of the financial period ended on 31st March,
 2011 and of the profit of the Company for that period;
 
 - that the Directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Act for safeguarding the assets of the Company and
 for preventing and detecting fraud and other irregularities;
 
 - that the Directors had prepared the annual accounts for the period
 ended on 31st March, 2011 on a going concern basis.
 
 ACKNOWLEDGEMENT
 
 Your Directors acknowledge with gratitude the continuing co-operation
 and assistance rendered by the Central Government, State Government,
 Financial Institutions, Banks, suppliers and other organisations in the
 working of the Company.
 
 The Directors also wish to place on record their deep sense of
 appreciation for dedicated services rendered by officers, staff and
 workmen of the Company.
 
 The Board takes this opportunity to express its gratitude for the
 continuous support received from shareholders.
 
                                          For and on behalf of the
 
                                                BOARD OF DIRECTORS
 
 Place : Mumbai                                 Yashovardhan Birla
 
 Date : 11th August, 2011                                 Chairman