The Shareholders of the Company,
 
 The Directors take pleasure in presenting their Sixteenth Annual
 Report together with the audited accounts for the period ended 31st
 March 2011.
 
 FINANCIAL RESULTS
 
 The financial results of the Company for the period ended on 31st March
 2011 are as unden:                   
                                                 ( Rs. in Lacs)
 
                                              Year ended  Period ended
 Details                                      31.03.2011    31.03.2010
                                             (12 Months)   (15 Months)
 
 Net Sales                                     68,156.41     49,169.31
 
 Profit/ (Loss) before Depreciation and Tax     2,018.54     (1,021.66)
 
 Less:
 
 Depreciation                                   2,697.21      3,182.44
 
 Prior period items (Net)                          61.00         60.51
 
 Profit/ (Loss) before Tax                       (739.67)    (4,264.61)
 
 Less: Provision for taxation
 
 Current Tax                                        1.28          6.49
 
 MAT credit                                            -         (4.38)
 
 Deferred Tax (Credit) / Charge                   716.73        136.33
 
 Fringe Benefit Tax                                    -          3.94
 
 Profit/ (Loss) after taxation                 (1,457.68)    (4,406.99)
 
 Add: Balance brought forward from 
 Previous Year                                 (6,069.58)    (1,662.59)
 
 Deficit transferred to Balance Sheet          (7,527.26)    (6,069.58)
 
 REVIEW OF OPERATIONS
 
 The financial results for the year 2010-11 are for a period of 12
 months compared to previous year period of 15 months.  During the
 period under review, your Company crushed 200.22 lacs quintals of
 sugarcane and produced 20.47 lacs quintals of Sugar (including raw
 sugar processed) at an average recovery rate of 9.38% as compared to
 252.51 lacs quintals of sugarcane crushed and 24.34 lacs quintals of
 sugar (including raw sugar processed) produced at an average recovery
 rate of 9.41% in 2009-10. The production of molasses during 2010-11 was
 10.42 lacs quintals as compared to 13.01 lacs quintals produced in
 2009-10.
 
 Your Company produced 1317.68 lacs KWH units of power as compared to
 1246.47 lacs KWH units of power in the year 2009-10. Out of total
 production, your company exported 519.26 lacs KWH units to UPPCL/UPCL
 for a total amount of Rs.  2086.68 lacs against 316.79 Lacs KWH for
 amount of Rs. 1176.94 lacs.
 
 DIVIDEND
 
 In the absence of profits during the current financial year, your
 Directors are unable to recommend any dividend for the period under
 review.
 
 SUGAR SCENARIO
 
 During Sugar Season 2010-11, sugarcane supply increased on account of
 expansion of cane acreage by more than 20% owing to government''s
 favourable pricing policies by way of upward revision in both State
 Advised Price (SAP) as well as Fair & Remunerative Price (FRP). In
 Sugar Season 2009-10, on account of short supply of cane, mill owners
 generally paid premium ranging about Rs. 85-100/quintal over SAP of
 about Rs. 165/ quintal; however, in Sugar Season 2010-11, on the back
 of increased sugarcane supply, the mill owners have been paying as per
 SAP ranging about Rs. 205-210/quintal.
 
 The sugar price recovered during the quarter ending December, 2010 to
 about Rs. 28- 29/Kg from a low of Rs. 25/Kg in August, 2010 due to the
 improved demand scenario on account of festive season along-with
 various government measures
 
 like reinstating levy sugar quota back to the earlier level of 10%
 (from 20%) and reproduction of monthly release system from fortnightly
 system. Despite increase in sugar production, the price is expected to
 be steady around Rs. 28-29/Kg level in the next two quarters on the
 back of stable stock position.
 
 On the export front, delay in notification of exports, allowed by the
 government aggregating 5 lakh tonne, and allowance of further exports
 may lead to sugar exports becoming an unattractive proposition to the
 domestic sugar mills fetching them only marginal profits due to
 softening of global prices on the back of expected arrival of sugar
 supply from Brazil in the international market.
 
 AUDIT COMMITTEE
 
 The Audit Committee of the Company comprises the following Directors
 viz. Mr. V. S. Tandon as Chairman, Dr. R. Vasudevan, Mr. G.S. Matta and
 Mr. Ranjan Adlakha are Members. The Audit Committee satisfy the
 requirements of Section 292A of the Companies Act, 1956 and Clause 49
 of the Listing Agreement with the Stock Exchanges.
 
 ISSUE OF FURTHER CAPITAL
 
 During the period under review, the Company has allotted the following
 Preference Shares to entities forming part of Promoter group:
 
 (a) Under Preference Shares (Series-I) - 8,40,000 6.50% Preference
 Shares of Rs.100/- each at par.
 
 (b) Under Preference Shares (Series-ll) - 18,42,500 10% Preference
 Shares of Rs.100/- each at a premium of Rs.100/- per share.
 
 Consequent upon the above allotment, the present Preference Share paid
 up Capital of the Company is Rs. 68,42,50,000/-
 
 RIGHTS ISSUE
 
 SEBI approval for the Rights Issue was received by the Company on
 08.12.2010. As per SEBI (Issue of Capital and Disclosure Requirements)
 Regulations, 2009, the issue should be opened within one year from the
 date of issuance of SEBI Observation letter (23.12.2009). Accordingly
 the issue should be opened before 23rd of December, 2010 and atleast 4
 weeks time is required to complete the Statutory compliances. Hence,
 the proposed Rights Issue could not materialize.  However, to meet the
 urgent financial requirements Preference Shares were issued and
 allotted to the promoter group entities.
 
 DIRECTORS
 
 Mr. Ranjan Adlakha and Mr. Ramaswamy Vasudevan, Directors of the
 Company are retiring by rotation at this forthcoming Annual General
 Meeting of the Company and are eligible for re-appointment.
 
 In terms of CDR package, PNB had nominated Mr. Krishan Gopal Sharma as
 Nominee Director w.e.f.15.04.2010. Conse- quent upon retirement of Mr.
 K.G. Sharma from Bank services, PNB has nominated Mr. Kamal Prasad
 (Circle Head, Punjab National Bank, Meerut) in place of Mr. Krishan
 Gopal Sharma. Mr. Kamal Prasad has been appointed as Nominee cum
 Additional Director w.e.f. 27.05.2011 on the Board of the Company and
 will hold office upto the date of ensuing Annual General Meeting.
 However, the Company has received requisite notices u/s 257 of the
 Companies Act, 1956 from one Shareholder proposing their candidature
 for the office of Director.
 
 The Board of Directors have proposed to re-appoint Mr. Pasha Biswas as
 Whole-Time Director of the Company for a further period of three years
 w.e.f. 31st October, 2011 subject to necessary approvals. A resolution
 to this effect is being placed before the members for approval.
 
 During the year under review, Mr. Prabhkaran Singh Lalli, Director of
 the Company has resigned from Directorship of the Company w.e.f.
 18.02.2011. The Board places on record its appreciation for the
 services rendered and valuable guidance provided by him during his
 tenure.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA)
 OF THE COMPANIES ACT, 1956
 
 The Directors confirm that:-
 
 (i) in the preparation of annual accounts, the applicable accounting
 standards have been followed;
 
 (ii) they have, in the selection of the accounting policies consulted
 the Statutory Auditors and have 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 year and of the losses of the Company for that period;
 
 (iii) 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 fraud and other irregularities;
 
 (iv) the annual accounts have been prepared on a going concern basis.
 
 CORPORATE GOVERNANCE
 
 As per clause 49 of the Listing Agreement with the Stock Exchanges, a
 report on Corporate Governance together with Certificate from a
 Practising Company Secretary forms part of the Annual report.
 
 The Company''s shares are listed on National Stock Exchange and Bombay
 Stock Exchange. The Company has already paid the Listing fees for the
 Financial Year 2010-11 and 2011-12 to both the Stock Exchanges.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION RESEARCH AND DEVELOPMENT
 COST AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
 
 Particulars in respect of Conservation of Energy, Technology
 Absorption, Foreign Exchange Earnings and out-go u/s 217(1 )(e) of the
 Companies Act, 1956 are given in a separate Annexure A attached
 hereto and form a part of this Report.
 
 EMPLOYEES
 
 Particulars of employees as required u/s 217(2A) of the Companies
 Act,1956 read with Companies (Particular of Employees) Rules 1975 and
 Amendment Rules, 2011 may be taken as NIL since no employee of the
 Company was in receipt of remuneration in terms of limits specified
 under said Rules.
 
 AUDITORS
 
 M/s B.K. Kapur & Co., Chartered Accountants, Ghaziabad Auditors of the
 Company will retire at the forthcoming Annual General Meeting and are
 eligible for re-appointment. The Company has received a certificate
 from Auditors to the effect that their appointment if made, would be
 within the prescribed limits under section 224 (1B) of the Companies
 Act, 1956.
 
 AUDITORS'' OBSERVATIONS
 
 Your Directors wish to clarify the various points/observations reported
 by the Statutory Auditors, as under: -
 
 a) Observation in Para 9(a) of annexure to report on statutory dues of
 Income Tax outstanding, it is clarified that the liability arose
 consequent to retrospective amendment relating to MAT provisions of
 Income Tax Act, 1961. During the previous financial years viz. 2006-07,
 2007-08 and 2009-10, the Company incurred cash losses. Although in the
 last Financial Year 2010-11 the company has earned cash profit but it
 was not sufficient to meet out all financial needs of the Company.
 However, the company will clear this outstanding dues at the earliest.
 
 b) Observation in para 11 of annexure to the report relating to delays
 in the repayment of installment/ interest to the Banks, there has been
 liquidity problems due to losses incurred by the company during the
 previous financial years as ex- plained under point (a) above, which
 resulted in the delays. However, the Company has since paid all the
 Bank dues.
 
 c) Observation in para 17 of the annexure to the report that short term
 funds have been used for long term investment viz.  capital expenditure
 and repayment of loans, these are temporary phenomenon due to losses
 incurred by the company during the previous financial years as
 explained under point (a) above.
 
 COST AUDIT
 
 Your Board of Directors has appointed M/s M. K. Singhal & Company, Cost
 Accountants, to audit the cost accounting records relating to Sugar
 Units for financial year 2011-2012.
 
 INDUSTRIAL RELATIONS
 
 Industrial relations continued to remain cordial throughout the period
 under review.
 
 PUBLIC DEPOSITS
 
 The Company has not accepted any public deposits during the period
 under review.
 
 ACKNOWLEDGEMENT
 
 Your Directors wish to place on record their appreciation for the
 support received from the Shareholders, Government Authorities, IDBI
 Bank Ltd., Indian Overseas Bank, Punjab National Bank, State Bank of
 India, Oriental Bank of Commerce, customers, vendors and cane growers
 for their support and co-operation. Finally, your Directors acknowledge
 the dedicated services rendered by all the employees of the Company.
 
                                              By Order of the Board 
 
                                            for UTTAM SUGAR MILLS LTD.
 
 Place: Noida                                   (RAJ KUMAR ADLAKHA)
 
 Date : 23rd June, 2011                        Chairman of the Board