Bajaj Global Ltd

The Directors present their Twenty Sixth Annual Report and Audited Statement ofAccounts for the year ended 31st March 2011.

FINANCIAL RESULTS:

The accounts for the year under review reflect a profit of Rs. 3,683,917. The Directorspropose to appropriate the same as under:

DIVIDEND:

The Directors regret their inability to recommend any dividend for the year underreview.

WORKING & PERFORMANCE:

The performance of the Company was satisfactory during the year under review. The Boardof Directors are trying their best to further improve the performance of the Company andare hopeful of better working results in the coming year.

PARTICULARS OF EMPLOYEES:

There is no employee in respect of whom particulars pursuant to Section 217 (2A) of theCompanies Act. 1956 read with the Companies (Particulars of Employees) Rules, 1975; arerequired to be given.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT:

Your Directors are of the opinion that with respect to conservation of energy andtechnology absorption as per Section 217 (1)(e) read with Companies (DisclosureParticulars in the Report of

Board of Directors) Rules, 1988 are not relevant in view of the nature of businessactivities of the Company and hence, are not required to be given.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, there is no foreign exchange earning, outgo andexpenditure.

DIRECTORS RESPONSIBILITY STATEMENT:

As per Provision of Section 217 (2AA) of the Companies Act, 1956, the Directors confirmthat:

a. In the preparation of annual accounts, the applicable accounting standards have beenfollowed along with proper explanation relating to material departures.

b. The accounting policies have been consistently applied and reasonable and prudentjudgement and estimates have been made so as to give a true and fair view of the state ofaffairs of the Company as at 31^st March, 2011 and the Profit & Loss accountof the Company for the period

c. Proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act, 1956 has been taken for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

d. The annual accounts have been prepared on a going concern basis.

SECRETARIAL COMPLIANCE CERTIFICATE:

T. S. PAHADE & ASSOCIATES, Company Secretary, Nagpur has issued a SecretarialCompliance Certificate in terms of Proviso of Sub-Section (1) of Section 383(A) of theCompanies Act 1956. The same has been received and attached to the Board Report.

DIRECTORS:

Shri M. K. Sharma, retires by rotation and being eligible, offers himself forre-appointment.

LISTING OF SHARES:

The Equity Shares of the Company are listed on The Stock Exchange, Mumbai and MadhyaPradesh. The Company has paid the annual listing fee for the financial year 2010-2011.

The Equity Shares of the Company has the Electronic connectivity under ISIN No.INE553H01015. To provide service to the Shareholders, the Company has appointed M/s.Adroit Corporate Services Private Limited, 1^st Floor, 19, Jaferbhoy IndustrialEstate, Makwana Road, Marol Naka, Mumbai-400 059 as Registrar and Transfer Agent of theCompany for existing physical based and allied Secretarial Services for its Members /Investors and for Electronic Connectivity with NSDL and CDSL.

PUBLIC DEPOSITS:

During the period under review, the Company has not accepted any public deposit underSection 58A of the Companies Act, 1956.

AUDITORS:

Your Company has received resignation of Mr. Bankim V. Shah, Statutory auditors of theCompany dated 12^th July, 2011 stating that he was having other pre-occupationsand it was not possible for him to continue as statutory auditor of the Company.Therefore, the Company has called for extra ordinary general meeting of members of theCompany on 11^th August, 2011 vide notice dated 13^th July, 2011 andappointed M/s B. Chhawcharia & Co., Chartered Accountants, Nagpur as statutoryauditors of the Company whose consent letter to act a auditor was received on 12^thJuly, 2011.

In view of the aforesaid fact, the audit of accounts was done after 30^thJune, 2011.

M/s. B. Chhawchharia, Chartered Accountants, Nagpur auditors of the company retires atthe conclusion of the ensuing meeting and are eligible for re-appointment.

AUDITOR'S REPORT:

The observations made by the Auditors are self-explanatory and does not require anyclarification.

ACKNOWLEDGEMENT:

The Directors are grateful to Bankers for their continued support, co-operation andassistance during the year. The Directors express their thanks for the sincere anddedicated efforts put in by the workers, staff and officers during the year.

In terms of Section 383A (1) of the Companies Act, 1956.

To

The Members

BAJAJ GLOBAL LIMITED NAGPUR

We have examined the registers, records, books and papers of BAJAJ GLOBAL LIMITED asrequired to be maintained under the Companies Act, 1956, (the Act) and the rules madethere under and also the provisions contained in the Memorandum and Articles ofAssociation of the Company for the financial year ended on 31^st March, 2011.In our opinion and to the best of our information and according to the examinationscarried out by us and explanations furnished to us by the company, its officers andagents, we certify that in respect of the aforesaid financial year:

1. The company has kept and maintained all registers as stated in Annexure 'A' tothis certificate as per the provisions and the rules made there under and all entriestherein have been duly recorded.

2. The company has filed the forms and returns as stated in Annexure 'B' to thiscertificate, with the Registrar of Companies prescribed under the Act and the rules madethereunder. As per the information given to me, the Company was not required to file anydocuments, forms or returns with Regional Director, Central Government, Company Law Boardor other authorities.

3. The company being public limited company, comments are not required.

4. The Board of Directors duly met Six (06) times on 13th April 2010, 29th April 2010,30th July 2010, 04th September 2010, 15th November 2010 and 12th February 2011 in respectof which meetings proper notices were given and the proceedings were properly recorded andsigned including the circular resolutions passed in the Minutes Book maintained for thepurpose.

5. The Company has closed its Register of Members or Debenture holders on 30.09.2010and necessary compliance of Section 154 of the Act has been made.

6. The Annual General Meeting for the financial year ended on 31-03-2010 was held on30-09-2010 after giving due notice to the members of the company and the resolutionspassed thereat were duly recorded in Minutes Book maintained for the purpose.

7. One Extra Ordinary General Meeting was held during the financial year on 13-05-2010after giving due notice to the members of the company and the resolutions passed thereatwere duly recorded in the Minutes Book maintained for the purpose.

8. The company has not advanced any loans to its Directors, or persons or firms orcompanies referred to under Section 295 of the Act is not applicable.

9. The company has duly complied with the provisions of section 297 of the Act inrespect of Contracts specified in that section.

10. The company has made necessary entries in the register maintained under Section 301of the Act.

11. As there were no instances falling within the purview of Section 314 of the Act,the company has not obtained any approvals from the Board of Directors and members or theCentral Government.

12. The company has not issued any duplicate share certificates during the year.

13. (i) There was no allotment of equity shares and no transfer/transmission ofsecurities during the financial year.

(ii) The company was not required to deposit any amount in a separate bank account asno dividend was declared during the financial year,

(iii) The company was not required to post warrants to any members of the company as nodividend was declared during the financial year.

(iv) The company was not required to transfer any amount to investor education andprotection fund as there were no outstanding balances in unpaid dividend account orapplication money due for refund or matured deposits or matured debentures and theinterest accrued thereon which have remained unclaimed or unpaid for a period of sevenyears.

(v) The company has duly complied with the requirements of section 217 of the Act.

14. The Board of Directors of the company is duly constituted. There was no appointmentof additional directors, alternate directors and directors to fill casual vacancies duringthe financial year.

15. The Company has not appointed Managing Director/ Whole time Director/ Managerduring the financial year.

16. The company has not appointed sole-selling agents during the financial year.

17. The company was not required to obtain any approvals of the Central Government,Company Law Board, Regional Directors, Registrar of Companies and or such otherauthorities prescribed under the various provisions of the Act.

18. The Directors have disclosed their interest in other firms/companies to the Boardof Directors pursuant to the provisions of the Act and the rules made there under.

19. The company has not issued any equity shares during the financial year.

20. The company has not bought back any shares during the financial year.

21. There was no redemption of preference shares or Debentures during the financialyear as the company has not issued any preference shares or Debentures.

22. There were no transactions necessitating the company to keep in abeyance the rightsto dividend, right shares and bonus shares pending registration of transfer of shares.

23. The company has not invited/accepted deposits including unsecured loans fallingwithin the purview of sections 58A of the Act during the financial year.

24. The Company has not made any borrowings during the financial year.

25. The Company has made loans or advances or given any guarantees or providedsecurities to other bodies corporate and consequently necessary entries have been made inthe Register kept for the purpose. Since, the main object of the Company is to carry onthe business of Financing Industrial or other Companies; Sec 372 A of the Companies Act,1956 is not applicable to the Company.

But for better corporate governance, Company took the prior approval from shareholdersregarding aforesaid loans and advance given by the company.

26. The company has not altered the provisions of the memorandum with respect tosituation of the company's registered office from one state to another during the yearunder scrutiny.

27. The company has not altered the provisions of the memorandum with respect to theobjects of the company during the year under scrutiny.

28. The company has not altered the provisions of the memorandum with respect to nameof the company during the year under scrutiny.

29. The company has not altered the provisions of the memorandum with respect to sharecapital of the company during the year under scrutiny.

30. The company has not altered its Articles of Association during the financial year.

31. There was no prosecution initiated against or show cause notices received by thecompany and no fines or penalties or any other punishment imposed on the Company duringthe financial year, for offences under the Act.

32. The company has not received any money as security from its employees during thefinancial year.

33. The Company has deducted contributions towards Provident Fund during the Financialyear.

For T.S. PAHADE & ASSOCIATES

Tushar S. Pahade

ACS 22875

CP 8576

Place: Nagpur

Date: 10. 08.2011

Statutory Registers as maintained by BAJAJ GLOBAL LIMITED.

1. Register of Charges u/s 143.

2. Register of Members u/s 150.

3. Minutes of all Meetings of Board of Directors and General Meetings u/s 193.

4. Books of Accounts u/s 209.

5. Register of particulars of contract in which Directors are interested u/s 301.

6. Register of particulars of Directors u/s 303.

7. Register of Directors' Share Holdings u/s 307.

8. Share Transfer Register.

ANNEXURE B

Forms and Returns as filed by the Company with the Registrar of Companies, RegionalDirector, Central Government or other authorities during the period ending 31st March 2011

Tushar S. Pahade

ACS 22875

CP 8576

Place: Nagpur

Date: 10. 08.2011