The Board of directors has pleasure in presenting the thirtieth
 
 DIVIEND
 
 Annual report along with the Audited Accounts for the year the
 directors are pleased to recommend a dividend of 160% ended December
 31, 2011.  (Rs.16/- per Equity share of Rs.10/- each) for the year
 ended December 31, 2011.
 
 FINANCIAL RESULTS
 
 Your company achieved impressive top line growth during the financial
 year 2011 with total income at 6709.5 minr.  operating profit before
 depreciation and interest amounted to 809.8 minr, which is 12.07% of
 the total income. After accounting for interest and dividend income of
 758.9 minr, interest expense of 20.2 minr and depreciation of 130.2
 minr, profit before tax amounts to 1418.3 minr.  Profit after tax
 amounts to 1245.5 minr after income tax provision of 172.8 MINR.  
 
 The financial results are summarised below:
 
                                                  (Rs. in millions)
 
 Particulars                for the year ended 		
                                 Dec. 31, 2011  for the year ended
                                                     Dec. 31, 2010
 
 gross sales                           7,378.3             4,843.8
 
 less: Excise duty                       713.8               459.1
 
 Net sales                             6,664.5             4,384.7
 
 other income                             45.0                42.0
 
 total income                          6,709.5             4,426.7
 
 operating profit before
 
 depreciation and interest
 
 (EBIDTA)                                809.8               457.9
 
 interest                                 20.2                25.7
 
 depreciation                            130.2               107.9
 
 Profit before other income and tax      659.4               324.3
 
 interest and dividend income*           758.9               541.8
 
 Profit before tax                     1,418.3               866.1
 
 Provision for tax (including
 
 deferred tax)                          (172.8)             (111.7)
 
 Net profit after tax                  1,245.5               754.4
 
 Balance brought forward from
 
 previous year                         3,131.1             2,752.4
 
 Amount available for appropriation    4,376.6             3,506.8
 
 Proposed dividend                       431.9               296.3
 
 corporate dividend tax                    3.9                 4.0
 
 transfer to General reserve Account     124.6                75.4
 
 Balance carried to Balance sheet      3,816.2             3,131.1
 
 Earnings per share
 
 - Basic      (Rs.)                      46.18               28.17
 
 - diluted   (Rs.)                       46.00               28.06
 
 * dividend @ Rs. 75/- per equity share was declared by VE commercial
 Vehicles limited (VECV) in its shareholders'' meeting held on
 04.02.2012. An amount of 408 minr, being dividend income from its
 investment in VECV, has been accounted for in the above financial
 results.
 
 BUSINESS PERFORMANCE
 
 Last year, your company''s Royal Enfield achieved a landmark by
 successfully transitioning all its products to the new unit
 construction engine(UCE) platform and initiated execution on
 multi-generational plans to expand the production capacity, upgrade
 quality management system and improve after market aspects of the
 business. we are confident that you will see significant improvements
 on all these aspects of the business in the years to come. The results
 of this plan execution in 2011 were very encouraging.
 
 the royal Enfield unit was able to produce and sell 42% more
 motorcycles in 2011 as compared to 2010. total sales volume of royal
 Enfield in 2011 was 74626 motorcycles as compared to 52576 in 2010.
 total income for the year was 6,709.5 minr, 51.6% growth over previous
 year.
 
 total exports in 2011 were 3200 units, a growth of 21.7% over previous
 year.
 
 net sales of spare parts and services grew to 713.2 minr in 2011 from
 511.9 minr in the previous year, registering a growth of 39.3% over
 previous year.
 
 this year your company launched new variants of its classic 500cc model
 namely classic chrome and classic desert storm.  these were received by
 customers with great enthusiasm.
 
 Your company continued to expand its sales, distribution and after
 market network in india and abroad. royal Enfield products are now sold
 through 190 outlets in india and exported to 36 countries.
 
 MARKET AND FUTHURE PROSPECTS
 
 Both urban and rural markets continue to grow. continuing urbanisation
 and expanding service sector continue to create higher incomes and more
 jobs in urban markets. rural incomes, aided by various Government
 projects continue to increase.  this has created a long lasting
 momentum for the growth of motorcycles'' sales.
 
 Your company is carrying a very healthy order book for execution in
 2012 as well. in order to augment the production for growing market
 demand, your company has acquired 50 acres of land for construction of
 its new manufacturing facility at oragadam, chennai, tamil nadu. this
 will enhance royal Enfield''s annual production capacity to 150,000
 units.  the new facility is expected to commence production in first
 half of 2013.
 
 technology absorption, adaptation and innovation
 
 A rear disc brake system has been designed for providing effective
 stopping power. this technology is developed in such a manner that it
 can be deployed in all existing modules.
 
 research and Development
 
 the focus on research and development accelerated in 2011. there are
 many projects being executed. these include development of new
 products, improvement in existing products and value engineering
 projects. Your company continues to invest in infrastructure and talent
 for conducting research and development activities, as a result of
 which 55.5 minr was incurred on capital account and 104.5 minr was
 spent on revenue account of research and development.
 
 Please also refer note no. 3 of schedule 12 of notes to Accounts
 forming part of Annual report for further details of research and
 development.
 
 foreign exchange earnings/expenditure
 
 during the current year, total exports (FOB value) were 434.0 minr
 (Previous year 329.6 minr).
 
 Foreign Exchange amounting to 172 minr (Previous year 109 minr) was
 used on account of import of components, spare parts, capital goods,
 business travel, consulting fees and dividend during the year under
 review.
 
 Please also refer Point no. 6 to 9 of ''statement of Additional
 information forming part of Annual Accounts for further details of
 Foreign Exchange earnings and expenditure. (Page no 71 of the Annual
 report).
 
 either employee Stock option Plan 2006
 
 135200 stock options have been issued out of the forfeited stock
 options during the year ended December 31, 2011 (55400 stock options in
 previous year).
 
 177000 options (net of forfeited options) that were granted on
 September 30, 2006 under the Employee stock option Plan 2006 have
 vested with employEES on October 1, 2009. out of these, 170600 options
 (162600 options up to previous year and 8000 options during the year
 under review) have been exercised by the employee.
 
 208900 options (net of forfeited options) that were granted on October
 22, 2007 under the Employee stock option Plan 2006 have vested with
 employEES on October 22, 2010. out of these, 137000 options (90200
 options up to previous year and 46800 options during the year under
 review) have been exercised by the employEES.
 
 the statement giving complete details as at December 31, 2011, pursuant
 to clause 12 (disclosure in the directors'' report) of the securities
 and Exchange Board of india (Employee stock option scheme and Employee
 stock Purchase scheme) Guidelines 1999, forms part of the directors''
 report.
 
 Public Deposits
 
 As at December 31, 2011, there are 17 deposits aggregating to 1.0 minr.
 during the year under review, 53 deposits aggregating to 4.77 minr
 matured and were repaid. there are no deposits that remain unclaimed.
 the company has not renewed/accepted fixed deposits after may 29, 2009.
 
 Board of Directors
 
 mr. Priya Brat-director retires by rotation and, being eligible, offers
 himself for reappointment.
 
 We commercial Vehicles limited (VECV) -
 
 a Subsidiary company of eicher motors limited
 
 WE posted impressive all time high top line during the financial year
 2011 with total operating income at 49999.8 minr as against 39398.5
 minr during the previous financial year ended December 31, 2010, a
 phenomenal growth of 26.90%. the operating profit before depreciation
 and interest amounted to 5117.4 minr at 10.31% of net sales as against
 operating profit before depreciation and interest of 3348.1 minr during
 the previous year at 8.55% of net sales, a growth of 52.84%.  After
 accounting for interest income of 1032.2 minr (previous year 764.1
 minr), interest expense of 52.2 minr (previous year 63.0 minr) and
 depreciation of 501.5 minr (previous year 457.3 minr), profit before
 tax amounts to 5595.9 minr
 
 (previous year 3591.9 minr). After providing for tax of 1454.8 minr,
 profit after tax amounts to 4141.1 minr (previous year 2595.4 minr).
 
                                                    (Rs. in millions)
 
                                         for the year      for the year
 Particulars                               ended 31st        ended 31st
                                             Dec 2011          Dec 2010
 
 Gross sales                                 53,368.2          41,760.6
 
 less: Excise duty                            3,744.9           2,586.4
 
 Net Sales                                   49,623.3          39,174.2
 
 other operating income                         376.5             224.3
 
 total operating income                      49,999.8          39,398.5
 
 operating profit before
 
 depreciation and                             5,117.4           3,348.1
 
 interest (EBIDTA)
 
 interest                                        52.2              63.0
 
 depreciation                                   501.5             457.3
 
 Profit before other                          4,563.7           2,827.8
 income and tax
 
 interest income                              1,032.2             764.1
 
 Profit before tax                            5,595.9           3,591.9
 
 Provision for taxation                      (1,454.8)           (996.5)
 (including deferred tax)
 
 Net Profit after tax                         4,141.1           2,595.4
 
 
 the major improvement in financial results is on account of higher
 volumes across all product segments and focused cost reductions in all
 areas.
 
 Further there is reduction of working capital of 456.3 minr inspite of
 higher volumes and significant increase in finished goods inventory to
 support higher sales forecast.
 
 an overview of Subsidiary company''s Businesses
 
 eicher trucks and Buses (ETB)
 
 After a phenomenal 2010 wherein the commercial Vehicle (5t and above)
 industry grew by 51.1 % over the previous year, the industry growth
 moderated to 10.1 %. this was also due to the high base effect coming
 into play. the industry recorded sales of 447318 units as against 2010
 sales of 405259 units (including exports) - a growth of 10.1 %.
 
 2011 was a year of record breaking performance by ETB. ETB recorded its
 highest ever total CV sales of 48337 against 38181 units in 2010, a
 growth of 26.6% and an overall market share (including exports) of
 10.8% as against 9.4% in 2010.
 
 in the Bus segment, ETB recorded substantial growth in volume.  it sold
 6496 units and recorded a growth of 34.8% over previous year. it gained
 market share by 3.0% to end the year with a market share of 9.7%.
 
 the industry''s heavy duty truck sales also moderated to 12% in 2011 as
 against 70.4% in 2010 over the previous year. however, ETB continued to
 grow in the heavy duty truck segment, riding on the success of the VE
 series fuel efficient trucks launched in January 2010, and ended the
 year with a growth of 74.3% in domestic market in 201 1 over 2010. ETB
 sold 7352 trucks in 201 1 as against 4219 trucks in 2010 in domestic
 market.  ETB has followed a much focused strategy of targeting specific
 geography and segments with the right fit product in order to ensure
 higher value delivery to the customer.
 
 overall exports of ETB in 2011 were 3108 units, a growth of 14.4% as
 compared to 2717 units in 2010.
 
 Volvo trucks india (VTI)
 
 Volvo trucks are marketed in a niche segment dominated mainly by mining
 tippers and over dimensional cargo carrying prime moveRs.
 
 due to issues surrounding mining, this market segment suffered degrowth
 from first month of the year. consequently Volvo trucks sold 706 units,
 which is a degrowth of 36.1 % over previous year.
 
 the government is concerned over the regulatory delay and many
 corrective actions being put in place.
 
 eicher engineering components (EEC)
 
 EEC achieved its highest ever turnover of 2706 minr (including inter
 segment sales) registering a growth of 38%.
 
 the performance of domestic components industry improved in 2011.
 
 during the year, EEC showed strong performance in export, sales to ETB
 and other OEM. during the year EEC also enhanced its production
 capacity at dewas plant to take care of growing customer demand.
 
 eicher engineering Solutions (EES)
 
 this business is operated through an Engineering design centre at
 Gurgaon (EESG) along with Eicher Engineering solution inc., (USA) and
 its two subsidiaries viz. hoff Auto design (shanghai) co. ltd. and hoff
 Automotive design (Beijing) co. ltd.
 
 in 2011, this business showed much improved results over 2010. it has
 strengthened its servicing capabilities for the group as well as
 external customeRs.
 
 market and future Prospects of Subsidiary company''s Businesses
 
 Growth of commercial vehicles industry is closely linked to the
 country''s economic growth. the economic growth momentum in 201 1 was
 lower than 2010 due to monetary tightening credit policies of the
 central bank to lower inflation that resulted in increased interest
 rates, inflation, commodity price increases, depreciating rupee and
 weak cues of global economic growth.  this has resulted in moderation
 in cV growth in 201 1 as compared to last year. the various segments in
 cV industry grew at vastly varying rates. 5t-12t segment grew by a
 healthy 18.8%. Among the heavy duty truck (16t and above) segments, the
 16t and 25t segments witnessed negative growth in 201 1 whereas the 3
 1t segment has grown by an impressive 80.1% in 201 1. Also, within the
 heavy duty segment, tippers grew by over 45% in 2011 whereas the
 haulage segment has grown by only 3.1%, indicating a slowdown in growth
 of goods movement.
 
 some of the macroeconomic challenges faced in 2011 are expected to
 continue in 2012 as well, thus further weakening the business sentiment
 and growth outlook. however, lower inflation, favourable currency and
 lower interest rate regime can improve the economic growth climate in
 2012. regulatory actions that facilitate improvement in infrastructure
 development and mining sector can further provide further impetus to
 growth.
 
 eicher trucks and Buses (ETB)
 
 ETB recorded an excellent overall performance in 2011. While light and
 medium duty vehicles - both trucks and buses - are expected to continue
 their strong contribution, the continued acceptability and positive
 customer response to the VE series of heavy duty trucks in 2011
 provide strong evidence of success of ETB''S long term strategy to be a
 significant player in the heavy- duty truck market by 2015.
 
 EtB is executing many projects to achieve its long term objectives.
 these include developing a new range of differentiated products that
 will drive its future growth.
 
 Volvo trucks india (Vti)
 
 Growth in mining sector will be greatly aided by legislative/
 regulatory actions and greater investment in infrastructure development
 will enable growth of the segment in which Vti operates. Vti is well
 positioned to capitalise on the growth in its segment through proven
 product technology and superior customer value. VTI plans to expand its
 product offering in 2012 to further consolidate its dominant market
 position.
 
 eicher engineering components (EEC)
 
 the performance of EEC will be correlated to the growth of OEMS. EEC is
 targeting higher share of business with OEMS.  it has extensive plans
 for development of new products and up gradation of technology. Also,
 with improvement in certain international markets like Us, exports are
 likely to improve.
 
 over longer term, EEC expects to grow in all segments especially in
 aggregate assembly and outsourcing business.  EEC''s ability to offer
 design and build services will add to its ability to attract business.
 All required investments to achieve its goals are being made.
 
 eicher engineering Solutions (EES)
 
 there has been a steady improvement in the performance of EES in 2011
 and this is likely to accelerate in 2012. major initiatives are planned
 to enhance EES''s customer acquisition capability from all its global
 locations. this will enable EES to capitalise on the immense
 opportunities in the global engineering services industry.
 
 Ve Power train (VEPT) Project
 
 the VEPT project, announced in 2010, is on track for scheduled
 commencement of operations by end of 2012. once operational, it will be
 able to meet most of Volvo Group''s medium duty engine requirement and
 also provide significant technological edge to ETB''s heavy duty
 products. hence, it has immense strategic importance for VECV and Volvo
 Group.
 
 the plant is being built with state of art technology in terms of
 equipment, processes and systems and amalgamates the best of Volvo
 technologies and the frugal standards of manufacturing set-up of VECV
 
 Particulars under Section 212 of the companies act, 1956
 
 in terms of a General circular no. 2/2011 vide dated 8th February,
 2011, issued by the ministry of corporate Affairs, the Board of
 directors of the company has accorded consent at its meeting held on
 February 11, 2012, not to attach the copies of Balance sheets, Profit
 and loss accounts, reports of the Board of directors and Auditors''
 report of the subsidiaries (including step down subsidiaries) as
 required under the provisions of section 212 of the companies Act, 1956
 and comply with the conditions laid down under the said circular.
 
 the annual accounts and related detailed information of the subsidiary
 company (including step down subsidiaries) will be made available to
 the shareholders of the company and its subsidiary company (including
 step down subsidiaries) at any point of time and will also be available
 for inspection.
 
 however, as directed by the central Government the financial data of
 the subsidiaries have been furnished under Financial information of
 subsidiary companies forming part of the Annual report. Further,
 pursuant to Accounting standard As-21 specified in the companies
 (Accounting standards) rules, 2006, the consolidated Financial
 statements presented by the company include financial information of
 its subsidiaries.
 
 the statement pursuant to section 212 of the companies Act, 1956 forms
 part of the Annual report.
 
 consolidated financial Statements
 
 in accordance with the Accounting standard As-21 on consolidated
 Financial statements read with clause 32 of the listing Agreement, the
 consolidated Audited Financial statements and consolidated cash Flow
 statement for the year ended December 31, 2011 are provided in the
 Annual report.
 
 Statutory auditors
 
 m/s. deloitte haskins & sells, chartered Accountants, have expressed
 their willingness to continue in office as statutory Auditors, if
 re-appointed. A certificate has been obtained from them to the effect
 that the appointment, if made, will be in accordance with the limits
 specified in sub-section (1B) of section 224 of the companies Act,
 1956.
 
 cost auditors
 
 in conformity with the directives of the central Government, the
 company has appointed mr. V Kalyanaraman, cost Accountant, 12, second
 street, north Gopalapuram, chennai- 600 086, as the cost Auditors under
 section 233B of the companies Act, 1956, for the audit of cost accounts
 for motor Vehicles (two Wheelers) for the year ending December 31,
 2012. For the year ended December 31, 2010, the due date of filing the
 cost audit report was June 30, 2011 and the actual date of filing the
 cost audit report was may 28, 2011.
 
 corporate governance
 
 As per clause 49 of the listing Agreement with stock Exchanges, a
 management discussion and Analysis is annexed to this report. A report
 on corporate Governance together with the Auditors'' certificate
 regarding the compliance of conditions of corporate Governance forms
 part of the Annual report.
 
 Particulars of employees
 
 the statement of particulars of employees as per sub-section (2A) of
 section 217 of the companies Act, 1956, read with companies (Particular
 of Employees) rules, 1975, for the year ended December 31, 2011 is
 annexed hereto and forms part of this Annual report.
 
 Statement of responsibility
 
 As required under section 217(2AA) of the companies (Amendment) Act,
 2000, the Board of directors confirms that:
 
 a.  the applicable accounting standards have been followed in
 preparation of the annual accounts;
 
 b.  the accounting policies have been applied consistently, judgments
 and estimates have been reasonable and prudent thereby giving 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 the year;
 
 c.  proper and sufficient care has been taken 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 frauds and other irregularities;
 
 d.  The annual accounts have been prepared on a going concern basis.
 
 Acknowledgement
 
 Your directors place on record their sincere gratitude to the
 continuing patronage and trust of our valued customers, bankers and
 financial institutions, business associates, shareholders and other
 statutory authorities who have extended their precious continued
 support and encouragement to your company. Your directors wish to
 convey their deep appreciation to the dealers of the company for their
 achievements in the area of sales and service, and to suppliers/vendors
 and other business associates for their valuable support.
 
 Your directors also place on record, their sincere appreciation for the
 enthusiasm and commitment of its employees for the growth of the
 company and look forward to their continued involvement and support.
 
 
                                        For and on behalf of the Board
 
 Place: Gurgaon                    Siddhartha lal         S. Sandilya
 
 date: February 11, 2012           managing director      chairman