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August 19, 2011

PROJECT REPORTPERFORMANCE APPRAISALwww.chini.com

8/19/2011

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ACKNOWLEDGEMENT

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PREFACE3

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DECLARATION4

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Table of ContentsCONTENT COMPANY PROFILE BOARD OF DIRECTORS HEAD OFFICE CODE OF CONDUCTAugust 19, 2011

FACYORY LOCATION FACTORIES PRODUCT OF COMPANY FINANCES

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Company HistoryHistory - Building the Company brick by brick

BAugust 19, 2011

alrampur Chini Mills Limited (BCML) was incorporated in 1975 under the Companies Act as a wholly-owned subsidiary company of Balrampur Sugar Company Limited (Name changed to Balrampur Commercial Enterprises Limited) ("BCEL). By an indenture of conveyance dated 21 February 1976 , BCEL transferred to BCML the land, building and other assets and the entire staff of its Balrampur Sugar Factory with effect from 1 July 1975 . BCML ceased to be a subsidiary of BCEL with effect from 25 th June, 1979 and its shares were listed on the Calcutta Stock Exchange (CSE) in 1979. The Balrampur Mill started with a crushing capacity of 800 TCD (Metric Tonnes crushed per day) in 1975 and has since been expanded to its present capacity of 12,000 TCD.

In 1990, BCML acquired a controlling stake in Babhnan Sugar Mill Ltd, which at that time, had a crushing capacity of 1,000 TCD. BCML undertook expansion and modernization programmes at the sugar mill in Babhnan (the Babhnan Unit) which resulted in an increase in crushing capacity from 2,500 TCD in the year 1992-1993 to the current crushing capacity of 10,000 TCD. Babhnan Sugar Mills Ltd. was merged with BCML with effect from 1 April 1994 .

7In 1995, BCML set up a distillery in Balrampur with a capacity of 60 KL per day which has now been raised to 160 KL per day for the production of distillery products using molasses, which is a by-product of the sugar production process. In February 2004, BCML commenced operation at a new distillery at Babhnan unit with a capacity of 60 KL per day. In April 1998, BCML acquired a controlling stake in Tulsipur Sugar Co. Ltd. (TSC), a profit-making sugar company located near Balrampur in Eastern Uttar Pradesh with an installed capacity of 2,500 TCD. TSC was merged with BCML with effect from 1 April 1999 . The crushing capacity of Tulsipur Sugar was subsequently expanded to 7000 TCD.August 19, 2011

In March 2003, BCML commissioned a bagasse based co-generation power plant with a capacity of 19.55 MW at Balrampur and the said capacity has been increased to 24.55 MW. Further, the installed capacity of organic manure at Balrampur Unit is 30,000 MT and at Babhnan Unit is 18,000 MT During the period of 2003-2004 BCML set up an integrated sugar complex at Haidergarh (the Haidergarh Unit) consisting of a plant with a crushing capacity of 4,000 TCD and a bagasse based co-generation power plant with a capacity of 20.25 MW.The crushing capacity of the Haidergarh sugar division has since been increased to 5000 TCD. The company also set up the cogen plant of Babhnan Unit with a capacity of 3MW A greenfield sugar project having a capacity of 7000 TCD was set up at Akbarpur, Distt. Ambedkarnagar, U.P. which was commissioned in November 2005. A bagasse based co-generation power plant with a capacity of 18 MW was also installed at Akbarpur. The crushing capacity was subsequently expanded to 7,500 TCD.

8A new greenfield integrated sugar complex has been set up at Mankapur, Dist. Gonda, Eastern U.P. with a capacity of 8000 TCD sugar plant, 34 MW co-generation power plant, 100 KLPD distillery and 20,000 MT Organic Manure facility. The plant has begun operations in November 2006. Preasently cogen capacity of power plant stands of 37MW. BCML acquired an integrated sugar unit having a sugar plant of 7500 TCD and co-generation power plant of 12MW situated at Rauzagaon, District Barabanki, U.P. from Dhampur Sugar Mills Ltd. in March 2006. The crushing capacity has been subsequently expanded to 8000 TCD and cogen facility to 25.75 MW through modernization scheme. A new greenfield integrated sugar complex has been set up at Kumbhi, Dist. Lakhimpur, Kheri, U.P. with the capacity of 8,000 TCD sugar plant and 20 MW co-generation power plant. The plant begun operations in April 2007. A greenfield integrated sugar complex has been set up at Gularia, Dist. Lakhimpur, Kheri, U.P. having sugar cane crushing of 8,000 TCD and cogeneration power plant capacity of 31.3 MW. The plant began operations in November 2007. BCML has refinery capacity of 500 TCD at its Haidergarh plant and of 700 TCD of the Rauzagaon plant. The capacity of two subdivisions : (1) Indo Gulf Industries Ltd, and (2) Balrampur Overseas Pvt. Ltd. a wholly owned subsidiary incorporated in Hong Kong. BCML has acquired a 53.96% stake in the equity capital of Indo Gulf Industries Ltd. BCML has taken over the management of IGIL after receiving of the approval from SEBI and completion of the open offer. IGIL has a sugar unit having crushing capacity of 3000 TCD at Maizapur

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9in Eastern U.P. The sugar division of IGIL situated at maizapur, gonda UP has been demerged from IGIC and merged with BCML pursuant to order dated 24.06.2011 of the BIFR apriority rehabilitation scheme of IGIL

MD SPEAKSFGAugust 19, 2011I am pleased to announce a healthy operational and financial performance delivered by the Company during the quarter. Higher than anticipated sugar crushing witnessed in the current season has enabled all our business divisions to report better results. Furthermore, increased volumes also led to optimal utilization of capacities assisting us to improve overall profitability. Commenting on the performance for Q6 & 18M FY2011,

Mr. VivekSaraogi, Managing Director,

BalrampurChini Mills Limited, said

ED

We expect the sugar segment to register stable performance in the coming year combined with healthy growth from the allied businesses.

Mr. Vivek Saraogi, Managing Director

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Board of DirectorsNARESH CHANDRA (Retd. IAS), Chairman, joined the Indian Administrative Service in 1956. He held many posts in Government of India and Government of Rajasthan. He was Finance Secretary and Chief Secretary to the Government of Rajasthan, Advisor to Governor of J & K, Jt. Secretary- Ministry of Industry, SecretaryWater Resources, Defence Secretary, Home Secretary,

FG Chairman EmeritusKAMAL NAYAN SARAOGI, is a graduate in commerce. He promoted the company in 1975. He has rich and wide experience in the sugar industry. He does not hold directorship in the company.

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Secretary & Cabinet Secretary to Government of India, Senior Advisor to Prime Minister of India, Governor of Gujarat and Ambassador of India to the U.S.A. He was the Chairman, Committee on Corporate Audit and Governance set up by Union Ministry of Finance and Company Affairs. He was also the Chairman, Committee on Civil Aviation Policy set up by Government of India. He is also on the Board of Directors of several leading companies.

EDVIVEK SARAOGI, Managing Director, is the past President of the Indian Sugar Mills Association. He was a committee member of FICCI and Indian Chamber of Commerce in Kolkata. Mr. Saraogi is a graduate in commerce. Under his stewardship, the company has grown rapidly through organic and inorganic means which has helped to make Balrampur Chini Mills Ltd, a leader in the Indian sugar industry.

11MEENAKSHI SARAOGI, Joint Managing Director, is a graduate in Art. She looks after the factory operations and is the driving force behind the organisation. She has spent more than 28 years in the business and was awarded the Padma Shri for the year 1992 for her contribution to the Trade and industry.

R.K. CHOUDHURY, Director, a leading advocate, has wide experience in the matters of taxation, litigation, legal research, Real Estate, corporate planning and arbitration. Apart from his legal practice, he is on the Board of Directors of several leading industrial houses of India. As a professional personality, he is a member of the International Bar Association, Supreme Court Bar Association, Bar Council of India and Indian Council of Arbitration. He is also connected with several social and

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philanthropicorganizations.

S.B. BUDHIRAJA, Director, is an independent management consultant, a gold medalist in Mechanical Engineering from the University of Roorkee. He was the youngest-ever Managing Director of Indian Oil Corporation from 1974-78. He was also been the Managing Director of IBP Ltd, Balmer Lawrie & Co. Ltd, and Indian Oxygen Ltd, during his career. He was Overseas Director in AI Futtaim Group U.A.E. Mr. Budhiraja was invited in 1982-83 as a Fellow, Centre for International Affairs, Harvard University. He is a Fellow of the All India Management Association, and the Institute of Management Consultants of India. He was President, Indian Chamber of Commerce, Kolkata in 1989-90 and chairman CII Eastern Region in 1988-89.

RANGARAJAN

VASUDEVAN

(Retd.

IAS),

Director,

M.P.A.

(Development

Economics) from Harvard University, USA. He joined the Indian Administrative Service in 1959 and had served on many distinguished panels and committees,

12including, Secretary in the Department of Cane Development and Sugar Industry (Govt. of U.P.), Dy. Secretary, Ministry of Home Affairs, Chief of Division, Planning Commission, Director in Ministry of Energy, Jt. Secretary & Financial Advisor, Ministry of Petroleum, Jt. Secretary, Addl. Secretary & Special Secretary to the Prime Minister of India, Secretary, Small Scale Industries, Secretary, Ministry of Steel, Secretary, Ministry of Power (Govt. of India). Since 1996 he has been undertaking consultancy in the areas of infrastructure, industry and finance.

KISHOR SHAH, Director-cum-Chief Financial Officer, is a commerce graduate and a member of the Institute of Chartered Accountants of India. He joined the services of the Company in 1994. He has more than 23 years of experience in accounts and finance including more that 16 years of experience in the sugar industry.

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DR. ARVIND KRISHNA SAXENA, Whole-time Director, is M.Sc., Ph.D. (Botany) and having specialization in Industrial Mycology, Bio-composting, Mushroom Production and Processing from Horst, Holland. He has wide experience of more than 37 years and is associated with the Company since 2002. He is also in the Board of Directors of Indo Gulf Industries Ltd, a subsidiary of the Company. He held previously prestigious position in various organizations and was also associated with Scientific and research activities.

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Key PersonnelHead OfficeVivek Saraogi Meenakshi Saraogi Kishor Shah K. N. Ranasaria S. K. Agrawala Ved Prakash J. K. BajajAugust 19, 2011

S. C. Sharma Pramod Patwari Dilip Seksaria Vinod Dubey Manish Purohit Vinay Khanna BALRAMPUR N.K.Khetan Arvind Krishna Nageshwar Tiwari L.D'souza V.K.Yadav P.M.Jogi V.P.Shukla D S Chauhan Vikas Chandra Tyagi

Managing Director Jt. Managing Director Director Cum C.F.O Advisor Company Secretary Sr. GM - Purchase Sr. GM - Sales & Mktg Sr. GM - Corporate Affairs GM - Finance & Accounts GM - Mktg. Chemicals GM - Taxation GM - Management Audit GM - P. C. & E. A to MD

Executive President Whole Time Director G.M.(Materials) G.M.(Commercial) G.M.(Cane) G.M.(Cane) DGM(Legal & Personnel) DGM(I.T.) DGM(Tech.)

14Rajesh Goel Rajeev Kumar Vihan Subir Kumar Dubey DGM(Production) G.M.(Chemical) DGM(PP)

BABHNAN G. L. Khetan G. V. Chaturvedi B. M. Singh S. L. Srivastava G.V. Singh B.P.Dixit TULSIPUR Anil Kumar Sharma Lallan Giri Yogendra Singh HAIDERGARH K.P.Singh Purshotam Tripathi Yogesh Singh Vipin Gupta K. Gangadharan Nair P.K.Verma Ashish Chhhawcharia Deepak Bhawsar Rajesh Yadav Shitanshu Kumar Ajay Dokania Rajesh Vishnoi Anand Dixit AKBARPUR S.N. Misra

Chief General Manager Sr. GM - Production Sr. GM - Engg. GM - Administration GM Cane Executive President

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Chief General Manager GM - Engg. GM - Cane

Executive President GM - P & L G.M. Production G.M. Power Plant Add. G.M. Sales Dy.G.M. Cane Chief Manager Accounts Chief Manager Electrical Sr.Manager Instruments Manager Engg. Manager Finance Manager Systems Manager (P&L)

Executive President

15Yash Raj Singh DGM - Cane General Manager Ravindra Shukla Process General Manager Sukhram Pal Tomar Engineering Rama Shanker Prasad DGM - Finance Jeetandra Kr. Gupta Chief Manager - EDP Chief Engineer Gyan Prakash Pandey Instrumentation Chief Manager Dharmveer Singh Electrical Sanjeev Khanna Sr. Manager (P & A) Assistant Manager Bhupendra Pratap Singh (Stores) RAUZAGAON Ajai Kumar Verma Madhukar Mishra Binod Kumar Yadav Manoj Tripathi Sanjay Singh Chetan Chauhan MANKAPUR Praveen Gupta Mukesh Mishra Raja Srivastava Pradeep Mishra Adesh Kr. Chaturvedi N.K. Saini KUMBHI Navin Chandra Agarwal Dilip Agarwal Rajeev Kumar Tyagi Kanwar Bhan Sharma N. C. Sharma

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Chief General Manager Sr. GM - Commercial Sr. GM - Cane Chief Mgr. (Engineering) Dy. G.M. (Production) Dy. G.M. (Electrical)

Chief General Manager DGM - Commercial GM - Cane GM - Production GM - Distillery DGM - Power Plant

Chief General Manager GM - Commercial DGM - Engg. DGM - Cane Sr. GM - Production

16GULARIA N. K. Agarwal Surendra Upadhyay A.P. Singh Mukesh Jhunjhunwala MAIZAPUR S.P.MISHRA P. K. Chaturvedi Girish Chand Sharma Pramod Kumar Ram Prasad Mishra Executive President GM - Cane G.M. Engineering D.G.M. (F & A )

Sr. General Manager Addl.GM - Cane DGM (Engg.) Chief Chemist Senior General Manager

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LUCKNOW Manish Agarwal Sr. GM - IT manish.agarwal@bcml.in Chief GM - Power Anil Gupta Division

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Code Of Conducty

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Code of Conduct for Executive Directors & Officer Code of Conduct for Non Executive Directors

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BALRAMPUR CHINI MILLS LIMITED

CODE OF CONDUCTFOR EXECUTIVE DIRECTORS AND OFFICERS OF THE COMPANY

1. OBJECTIVE OF THIS DOCUMENT & DEFINITION 1.1 The objective of this document is to communicate the Code of Conduct Code of the Company to the Executive Directors and Officers of the Company. It is intended to serve as a guideline to corporate and individual behaviour in the conduct of business and the discharge of duties of all concerned. 1.2 The Code is fundamentally a set of principles and values expected to be maintained by the Company and its Executive Directors and Officers.

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2. APPLICABIITY 2.1 The Code shall apply to the Executive Directors and Officers of the Company across all units and offices. 2.2 Whenever any aspect of this Code is covered under any Act or Law, the more stringent of the respective provisions shall apply unless the law expressly forbids it. If any Act or Law covers any aspect but this Code is silent on the same, the provisions of the Act or Law shall apply. 2.3 The Board of Directors of the Company shall be the final internal authority as far as any interpretation of the Code or its applicability/violation and consequential actions are concerned. 2.4 The Code may be expanded and/or improved upon from time to time.August 19, 2011

3. NATIONAL INTEREST 3.1 It shall be the silent endeavour of Executive Directors and Officers that the activities of the Company ultimately add to the economic development of the country and further national interest. Functioning shall be within the framework of the economic, development and legal policies of the Government of India. Tasks, debates or conversations shall not be undertaken or participated that can reflect unfavourably on the dignity of our nation or go against its interests.

4. OPEN WORK ENVIRONMENT 4.1 Everybody shall respect each others individual rights and dignity. 4.2 Every attempt shall be made to provide an open and motivating work environment, which is conducive to upholding and achieving the Companys Goals and Vision. 4.3 No discrimination shall take place on grounds of race, caste, religion, ethnic

19background, marital status or gender. 4.4 Entry into and progression within, the Company shall be determined on merit and the needs of the business. There shall be commitment to the principles of proper, fair and transparent development and evaluation processes. All shall be encouraged to grow professionally. 4.5 Any appointment or extension, dismissal, increment or promotion (including the making of any promise towards appointment, extension, increment or promotion) requires that procedures in the Rules of the Company be followed. Promotions and/or increments shall not be automatic or time bound but performance and merit based.

5. ETHICS & STANDARDS OF BEHAVIOUR 5.1 It is expected that business shall be carried on fundamentally in a manner that safeguards the interest of shareholders (besides other stakeholders), and enhances shareholders value. It shall be recognized and acted upon on the basis of the conviction that these fundamentals are best achieved through a combination of efficient and productive operations and through integrity and customer satisfaction. 5.2 Great significance and value shall be attached to the Companys commitments, both internal and external, and every possible effort shall be made to achieve them and adhere to them. 5.3 It is recognized that continued success depends centrally on value that can be created for the companys shareholders and customers. 5.4 The Executive Directors and Officers of the Company are expected to uphold professionalism and competence, integrity and honesty, trust and fairness, discipline and teamwork, as well as truthfulness and high moral standards in

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20their day-to-day dealings and conduct, both within the Company and outside. All the Executive Directors and Officers of the Company shall conduct themselves in a way that upholds and enhances the image of their position and the company. They shall not undertake or participate in any task, debate or conversation that can reflect unfavourably on their own or the companys dignity or go against the companys interests. It is expected that all the Executive Directors and Officers of the Company shall in their personal conduct (whether on duty or not) be law abiding and demonstrate an upright character. All the Executive Directors and Officers of the company share the responsibility for protecting the confidentiality and security of all our proprietary and other technical and business information. Personal expenses, whether ones own, his/her familys or on account of their business interest, shall not be charged or paid for on the companys account. 5.5 Companys Rules and practices, including under the Code or entitlement of perquisites or reimbursement of expenses or otherwise are to enable sincere, honest and diligent discharge of duties and to uphold the companys interest and integrity and dignity of all and the company. All the Executive Directors and Officers of the company should, as a philosophy, endeavour to economies on expenses in all areas and avoid any misuse or wasteful expenditure. Use of companys asset(s) by any Officer, does not confer any right, nor creates a lien on the asset(s), in favour of the user at any time. Speculation and/or regular trading in the companys shares or any commodity manufactured by the company by any Officers shall be unacceptable. 5.6 Accountability shall be encouraged and enforced consistently across all levels and functions. Responsibility would be taken for actions and mistakes would be admitted to. It is made clear that the term accountability does not confine itself to faults or failures; the term applies equally well to achievements and strengths. (The Oxford defines accountable to mean, responsible; required to account for ones conduct or actions).

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215.7 Pride of place shall be given to the best of social, cultural and intellectual values, in behaviour and conduct. 5.8 Pride of place shall be given to truthfulness in conduct and dealings. Misrepresentation, manipulation or misinformation in respect of business, commercial or financial data, information or operating reports shall be a violation of integrity as well as the Code.

6. CORPORATE GOVERNANCE 6.1 The company is committed to adopting, besides any of its obligations under relevant laws or regulations, the best relevant practices for Corporate Governance. 6.2 The Audit Committee shall oversee the effectiveness of the audit and internal audit tasks, to assist the Board in providing useful supervision of the overall financial reporting process. Due emphasis shall be laid on the audit/internal audit process, as necessary to safeguard the interests of shareholders. Every Executive Directors and Officer of the company must extend his full co-operation to the Auditors and ensure that all information as may be required by them is made available. The Audit Committee may also have propriety audit conducted from time to time. 6.3 Every Executive Directors and Officer of the company shall, in his or her business conduct, comply with all applicable laws and regulations, both in letter and spirit, in all the territories in which he or she operates. If the ethical and professional standards set out in the applicable laws and regulations are below that of this code of conduct, then the standards of the code shall prevail.

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7. QUALITY OF GOODS, SERVICES AND DEALINGS 7.1 The company is committed to building and maintaining long term and mutually beneficial relations with all customers and stakeholders, by consistently

22providing high quality goods and services, through equitable conduct and by the upholding of values of commitments. 7.2 Due courtesy, consideration and promptness shall be ensured and exercised in communication and inter-personal dealings particularly with customers and generally with all other stakeholders including but not limited to suppliers, agents, dealers, financial bodies, banks and shareholders or depositors. 7.3 There shall be a consistent effort to exhibit high professional, fair and courteous values in dealings and behaviour with third parties. 7.4 Due courtesy, consideration and promptness shall be ensured and exercised in communication and inter-personal dealings equally with peers and colleagues within the company.August 19, 2011

8. INFORMATION & COMMUNICATION 8.1 The company fully understands the information requirements of its stakeholders. In respect of disclosing business, technical, commercial or proprietary information in the public domain, it shall be represented only by specifically authorized Officers. 8.2 All relevant work-related information shall be fully and timely shared with those concerned, so that all are able to perform their job as best possible and avoid confusion, misunderstanding and distrust. Positive and effective communications, both internal and external, are key needs for motivation and success. It is particularly the responsibility of senior officers to ensure that goals, policies, progress and initiatives are communicated appropriately and regularly so that all employees may understand them and relate to them. 8.3 No Executive Directors and Officer of the Company shall communicate in any matter (except as per any general or special order of the company or in the performance of duties assigned to him) any information or official document or part thereof to any other employee or person to whom he/she is not authorized

23to communicate such information, or where such communication may prejudice the interest of the Company or which may adversely affect its business or competitive edge. 8.4 No form of insider trading shall be indulged in, whether direct or indirect, including in shares or commodities, or assist any outsider to derive advantage from information not in the public domain and shall abide by the code of conduct for prevention of Insider Trading.

9. COMMITMENT TO EMPLOYER 9.1 Executive Directors and Officers are expected to devote fullest energy and due attention to the business of the company. Any other employment or direct interest in any business, (including as partners) in ones own spouses or any dependants name, is prohibited. Any such interest or any interest or involvement in promoting any third partys business interest must be disclosed to the management in writing. Commencement or continuation of such interest constitutes a Conflict of Interest as detailed herein, and can only be dealt with accordingly. 9.2 Any Officer of the Company joining or assuming responsibility at any professional, trade, legislative, political or public body, including as an office bearer, can do so only upon prior approval by the management, which may or may not be granted. 9.3 Publicity with the objective of personal portrayal shall be avoided. Where any employee writes to/in any media or appears on any media or in any public debate in his/her personal capacity he/she shall clearly state that the views expressed are his/her own and not of the Company. 9.4 Executive Directors and Officers shall remain non-political.

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10. RELATIVES AND ASSOCIATES 10.1 If and when a Executive Directors and Officer of the company suggests or refers

24a candidate for employment with the company or a party for transacting any business with company they must make it unambiguous if (and how) the candidate/party is in any way related or associated with them personally or professionally. An Officer empowered to appoint persons or transact business or in a position to influence such decision on behalf of the company shall not appoint such candidates or commit any transaction on behalf of the Company with them. 10.2 Throughout the Code and Rules whenever relatives and/or associates are referred to, they shall include relatives and/or associates as understood under socially accepted norms whether or not they are within the definitions under any Act.

11. CONFLICT OF INTEREST 11.1 Conflict of Interest is a wide term (implying wider definition and implication commensurate with seniority of the officer) which calls for examples rather than definition. 11.2 For purposes of a limited illustration only, Conflict of Interest can be said to have arisen or exist between an Officer and the Company in circumstances when : there is a harm or financial loss to the Company due to any act(s), including obvious negligence or willful neglect of duty non co-operation, of the Officer directly or through a third party or his/her abetting such action by another employee; any information (including, but not limited to competitive information) considered prejudicial to the companys interest is disclosed to any third party(s) by the Officer so as to expose such interest to risk; the Officer directly or indirectly enters into any form of relationship or association (with or without financial benefits or remuneration) with a direct competitor of the company or a supplier or sub-contractor to the company; the Officer abets any efforts of any third party to influence or effect supplies or services, either directly or indirectly, to the company at prejudiced terms or terms other than at arms length;

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25the Officer or his/her relative/associate operates or commences/ proposes to operate a business in direct conflict/competition with the business of the company; the Officer undertakes any business or professional activity in contravention of the guidelines herein, while in the employment of the company; the Officer utilizes the companys resources, financial or otherwise, to support his/her own financial or business interest (or of his/her relative /associate) or helps promote financial or business interest of any other employee; the Officer is formally charged or held guilty at any time by a relevant competent or judicial authority for a serious misdemeanor (such as any criminal offence or morale turpitude, etc.). 11.3 Every Officer shall take all care to ensure that there does not arise a Conflict of Interest between him/her and the company. It is clarified that if the Management is satisfied that a Conflict of Interest exists, then the same shall be said and deemed to exist. The first remedy if a Conflict of Interest arises, or exists historically, is to bring it to the notice of the Management. An attempt may be made by the Management at its discretion to see if the Conflict of Interest can be remedied and ended. If such attempt is decided against or the conflict cannot be remedied and ended, the Management shall be entitled at its sole discretion to decide if the services of those concerned should continue or not. In the latter event an opportunity shall be given to the concerned to resign ; otherwise the services may be terminated. If a conflict of interest continues without appropriate disclosure or by way of willful suppression of facts but becomes known to the Management it may, as its sole discretion, terminate the services of the Officer concerned. In any event, if any harm or financial loss to the Company has arisen as result of a Conflict of Interest, the Company shall proceed legally against the concerned persons. 11.4 It is expressly prohibited for any Officer to directly or indirectly : Solicit or accept any gratification, in cash or in kind, from any person/party dealing with or seeking to deal with the Company or from another employee. If any inducement is offered to an Officer he/she must immediately bring this to the notice of his/her unit head. (It is permissible to accept/give gifts of nominal value, customarily given on

August 19, 2011

26special festivals or occasions). Confer any benefit prejudicial to the companys interest to any party under influence of gratification or promise thereof or in violation of commercial or administrative prudence. Hold or be interested any place of wrongful personal gain vis--vis the company. Commit theft in any manner. It is made clear and unambiguous that any of these acts are contrary to the fundamental spirit of the company and cannot be condoned or disregarded. If the Management is satisfied about the violation of any of the above, termination of services as well as possible legal action for recovery of gains or advantages wrongfully obtained, shall result.August 19, 2011

12. INFORMATION TECHNOLOGY 12.1 The company encourages IT friendliness. It is committed to make extensive use of computers, modern data processing, and office automation and communication system, as may be practically possible. These shall be used to improve productivity, response time, information integrity, quality and presentation of documents and information. 12.2 Use of Information Technologies will be within principled boundaries. All users shall take due care to ensure security and safety of data, and to follow customarily accepted norms of usage for hardware and software. Only permitted software can be loaded on to company machines, and only by appropriate persons. The use of pirated/illegal software, or software or other materials that are prohibited or offend norms of social decency shall not be supported. Officers shall not on any account engage in casual browsing or surfing or chatting on any network at the workplace nor download software or material which are prohibited or offend norms of social decency. If an Executive Directors or Officer hosts a web site or web page on the Internet or posts data or information in any form of multimedia or software which have no relation with the company, then he/she shall refrain from using the name of the company therein. Any Executive Directors or Officer shall not utilise Internet connections

27or accounts of the company for personal use, including using the companys e-mail account for non-company mail. Any Officer in possession of the companys access passwords for the Internet or internal network shall use these solely for the purposes intended and shall not disclose the same to any unauthorized person nor to any person who may misuse the same, nor shall they use access passwords belonging to any other person. No Executive Directors or Officer shall commit the Company to any financial liability or legal obligation through any Internet site or permit or transact financial payments over the Internet, unless expressly authorized to do so by the Board of Directors. No Executive Directors or Officer shall undertake or abet any non-ethical computing activity, including making or distributing of copies of legal software or designing, transmitting, distributing or implanting any form of virus. Hacking or any other such unacceptable activity whether over internal or external networks is strictly forbidden. If any Executive Directors or Officer is formally charged by competent authorities under the appropriate Cyber Laws in force, whether in relation to his/her personal time or while on duty, the management shall at its sole discretion have the right to suspend him /her without pay and emoluments or terminate his/her services.

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13 HEALTH, SAFETY AND ENVIRONMENT 13.1 The company shall maintain respect for the environment and shall provide a healthy work environment and shall conform to environmental laws. All shall endeavour to prevent wastage of natural resources in the course of conduct of business. 13.2 The company shall endeavour towards total industry safety. 13.3 Steps to promote greater awareness about health care for employees and their families will be endeavoured to be taken. To maintain a healthier work environment all offices (including at units) shall be designed as nonsmoking offices, with suitable polite and visible notices and subtle hints such as absence of ashtrays. (Offices can have designated smoking area which must

28be open to the outside atmosphere and not in an air-conditioned space). 13.4 Consumption of alcohol or any other intoxicating substance(s) at the workplace is prohibited.

14. INTRA-GROUP CO-OPERATION The company will, when needed, share physical, human and management resources with group companies.

15. INTELLECTUAL HONESTY Due acknowledgement and credit shall be given to the colleagues from whom ideas have been borrowed. None should attempt to project anothers ideas or efforts as his/her own.August 19, 2011

16. RESPONSIBILITY TOWARDS SOCIETY AT LARGE The company shall make efforts to extend support to community welfare, health and education. It is committed to being a good corporate citizen.

BALRAMPUR CHINI MILLS LIMITEDCODE OF CONDUCT FOR NON-EXECUTIVE DIRECTORS OF THE COMPANY

Non-Executive Directors will act in accordance with the highest standard of personal and professional integrity, honesty and business ethics in discharge of duties and promote professionalism in the Company.

29Non-Executive Directors of the company will always act in the interest of the company and ensure that any other business or personal association which they may have does not involve any conflict of interest with the operations of the company and his role therein. Non-Executive Directors will inform the Company immediately about any situation that may disqualify him from Directorship. Non-Executive Directors will comply with all applicable laws and regulations of all the relevant regulatory and other authorities as may be applicable to such Directors in their individual capacities. Non-Executive Directors will safeguard the confidentiality of all information received by them by virtue of their position. Non-Executive Directors will observe Code of Conduct for dealing in Equity Shares and other securities of the Company framed under the SEBI (Prevention of Insider Trading) Regulations as amended from time to time. Non-Executive Directors will not accept any offer, payment of anything of value from customers, vendors, consultants etc. that is perceived as intended, directly or indirectly, to influence any business decision.

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Factory Location

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FACTORY31

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FactoriesUNIT ADDRESS PLANT CAPACIT Y

BALRAMPU BALRAMPUR SUGAR R CHINI MILLS LTD. POWER UNIT : DISTILLER BALRAMPUR Y P.O. : BALRAMPUR, ORGANIC DIST. : MANURE BALRAMPUR, U.P PIN : 271 201 BABHNAN BALRAMPUR SUGAR CHINI MILLS LTD. DISTILLE UNIT : BABHNAN RY P.O. : BABHNAN, ORGANIC DIST : GONDA, U.P MANURE PIN : 271 313 TULSIPUR TULSIPUR SUGAR SUGAR CO. A UNIT OF BALRAMPUR CHINI MILLS LTD. P.O. : TULSIPUR,

12000 TCD 24.55 MW 160 KLPD 30000 MT 10000 TCD 60 KLPD 18000 MT 7000 TCD

August 19, 2011

33DIST. : BALRAMPUR, U.P PIN : 271 206 HAIDERGARH CHINI MILLS A UNIT OF BALRAMPUR CHINI MILLS LTD. VILL : POKHRA, TEHSIL. : HAIDERGARH. DIST. : BARABANKI, U.P PIN : 227 301 AKBARPUR AKBARPUR CHINI MILLS A UNIT OF BALRAMPUR CHINI MILLS LTD. P.O. : MIJHAURA, TEHSIL : AKBARPUR DIST. : AMBEDKARNAGAR, U.P PIN : 224 152 RAUZAGAO RAUZAGAON N CHINI MILLS. A UNIT OF BALRAMPUR CHINI MILLS LTD. P.O. : RAUZAGAON, HAIDERGA RH SUGAR POWER 5000 TCD 23.25 MW

August 19, 2011

SUGAR POWER

7500 TCD 18.00 MW

SUGAR POWER

8000 TCD 25.75 MW

34DIST. BARABANKI, U.P PIN : 225 402 MANKAPUR MANKAPUR CHINI SUGAR 8000 MILLS POWER TCD A UNIT OF DISTILLER 34.00 BALRAMPUR Y MW CHINI MILLS LTD. ORGANIC 100 P.O. : DATAULI, MANURE KLPD TEHSIL : 10000 MANKAPUR, MT DIST. : GONDA, U.P PIN : 271 306 KUMBHI KUMBHI CHINI SUGAR 8000 MILLS. POWER TCD A UNIT OF 20.00 BALRAMPUR MW CHINI MILLS LTD. VILL : KUMBHI, TEHSIL : GOLAGOKARANNA TH. DIST. : LAKHIMPUR KHERI, U.P. GULARIA GULARIA CHINI SUGAR 8000 MILLS POWER TCD A UNIT OF 31.3 MW BALRAMPUR CHINI MILLS LTD. VILL : GULARIA,

August 19, 2011

35TEHSIL : GOLAGOKARANNA TH DIST. : LAKHIMPUR KHERI, U.P MAIZAPUR MAIZAPUR CHINI MILLS A UNIT OF BALARAMPUR CHINI MILLS LTD. VILL - MAIZAPUR P.O HALDHARMAN TEHSIL COLONELGUNJ DIST - GONDA, U.P PIN - 271 126

SUGAR

3000 TCD

August 19, 2011

36

August 19, 2011

PRODUCT PROFILE

37

OUR PRODUCTSugarAugust 19, 2011

Sugar is produced from the evaporation of the juice that is extracted from the crushed cane. This is widely used as a sweetener in food and beverages. Interestingly, in a country like India , sugar is also emerging as an index of upward mobility. For instance, as income rise in rural India , consumers migrate from the consumption of alternative sweeteners, towards sugar. The principal portion of sugar sold within India is loose and packaged.

Molasses

38Molasses is a byproduct generated from the manufacture of sugar. It holds out interesting possibilities - it can be sold untreated on one hand. On the other, it can be used as the principal feedstock for the manufacture of alcohol and a host of downstream chemicals.

August 19, 2011

AlcoholMolasses is distilled to produce rectified spirit, extra neutral alcohol, denatured spirit, potable alcohol and ethanol.

EthanolEMolecular Sieve Dehydration Unit (MSDH) is a modularized, standalone equipment package composed of a distillation system and a molecular sieve dehydration system, along with

interconnecting piping and support equipment. The distillation system utilizes a single distillation column to :

1. Vaporize the 94.68% v/v ethanol liquid feed.

392. Redistill an 70 to 75% v/v ethanol liquid stream produced during regeneration of the dehydration beds. The distillation column, depending upon operator adjustment, will output approximately 95% v/v ethanol overhead vapor, while maintaining 0.05% ethanol concentration in the bottoms. The 120 C column effluent will be discharged to the client's sewer. For production of anhydrous ethanol, the 95% v/v ethanol column overhead vapor flows to the dehydration section where molecular sieve beds remove water by the process of absorption. The MSDH perform the absorption in vessels filled with molecular sieve desiccant in combination with strictly controlled pressure and temperature cycles. Each desiccant bed contains millions of tiny, uniform diameter pores, which are established during the manufacture of the desiccant. Different purification applications requires different size pores in the desiccant beads. In this case, where water is absorbed from ethanol, a desiccant with a pore size is selected that selectively retains water. Because water molecules are smaller than ethanol molecules, the water molecules are selectively absorbed into the pores as the mixture of ethanol / water vapors pass through the sieve beds. The ethanol molecules are too large to fit into the selectively sized pores, so the purified ethanol passes out the end of the sieve bed, stripped of the water it originally contained. If this process continued indefinitely, the desiccant would eventually become saturated with water molecules and would be unable to absorb any more water. Therefore, at regular intervals the sieve bed must be regenerated. This simply means the absorbed water must be removed from the desiccant so that the desiccant can be reused. The ECOMOL MSDH uses a two sieve bed system so the equipment can produce anhydrous ethanol on a continuous basis. In the ECOMOL continuous, two sieve bed system, one bed dehydrates the ethanol stream during one half of the cycle while the other bed is regenerating. During the other half cycle, valves redirect the flow of vapors so that the beds reverse roles. The total time for one cycle is approximately 11 12 minutes, depending upon the transition cycle time settings.

August 19, 2011

40

BagasseBagasse, generated as a by-product, can be used profitably in two ways - for making paper and for the generation of electricity.August 19, 2011

The manufacture of paper from Bagasse is an environmentfriendly alternative over the conventional route of extracting pulp from trees.

PowerSince bagasse has a high heat factor, it is also used in the generation of electricity, which substitutes the conventional thermal alternative and eliminates the emission of greenhouse gases. Presently, sugar mills generate their power requirements from bagasse-fired boilers. The government of India has begun to encourage the co-generation of power from bagasse. This is

41expected to achieve two things: an improved return for sugar mills and the generation of a resource - electricity - which is in short supply in India.

August 19, 2011

August 19, 2011

42

43

Organic ManureSpent wash, an effluent generated from the processed molasses during distillation process, is used with press mud for the production of organic manure. This is gaining popularity at the expense of fertilizers with a high chemical content. This biofertilizer is manufactured by spraying the non-disposable spent wash over the press mud. The product is best suited for teaAugust 19, 2011

cultivation.

44

FINANCESAugust 19, 2011

PAN CARD mandatory for Transfer of Shares in Physical Form The Securities and Exchange Board of India, vide its Circular dated 20th May, 2009, has clarified that for securities market transactions and off-market/ private transactions involving

transfer of shares in physical form of listed companies, it shall be mandatory for the transferee(s) to furnish copy of PAN Card to

45the Company for of registration the of such of transfer such of shares, irrespective amount transaction.

Accordingly, for registration of transfer of shares of the Company in physical form, transferees are requested to furnish selfattested copies of their PAN Cards to the Company. In case number of transferees are more than one, than each transferee will be required to submit self-attested copy of their PAN Card to the company.

Share Transfer SystemAugust 19, 2011

Presently, the share transfers which are received in physical form are normally effected within a maximum period of 30 days from the date of receipt and demat requests are confirmed within a maximum period of 15 days. The company provides investor and depository services in-house through its secretarial department.

Investors' Correspondence / GrievancesContact information for Mr. S.K. Agrawala, Company Secretary Balrampur Chini Mills Ltd. FMC Fortuna, 2nd Floor 234/3A, A.J.C. Bose Road , Kolkata 700 020 Phone: 033 2287 4749, Email santoshk.agrawala@bcml.in

46

Corporate Governance ReportCOMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE : The company firmly believes that good corporate governance

represents the foundation of corporate excellence. A sound governance process consist of a combination of business

practices, which result in enhancement of shareholder value andAugust 19, 2011

enable the company to fulfill its obligations to customers, employees, financiers and to the society in general. The company aims to increase and sustain its corporate value through growth and innovation.

General Share holding's InformationDistribution of Share Holding as on 31st March, 2011 (Face Value: `1 each)

No. of % of Shareholdi No. of Shareholde Shareholde ng Range shares rs rs

% of Shareholdi ng

47Upto 5000 500110,000 10,00150,000 50,001100,000 100,001500,000 500,0011,000,000 1,000,001 and above 127519 590 439 68 99 18 31 99.03 29048207 0.46 0.34 0.05 4290716 9429704 4837009 11.34 1.67 3.68 1.89 9.58 5.37

0.08 24561085 0.01 13771124 0.03

August 19, 2011

17033706 66.47 6 2562749 Total 127864 100.00 100.00 11 PATTERN OF SHAREHOLDING AS ON 31st March, 2011 (Face Value: `1 each)

Category Promoters' Group Financial Institutions, Insurance Companies, Banks & Mutual Funds etc. Foreign institutional investors & Foreign Financial Institution/Banks Private Corporate Bodies

No. of % of shares Holding 97999890 38.24 40930655 15.97 59044222 12978036 23.04 5.06

48NRI's Trusts Clearing Members Indian Public Total 1323512 0.52 1416753 0.55 413573 0.16 42168270 16.46 256274911 100.00

DEMATERIALISATION OF SHARESAround 98.77% of the Share Capital is held in dematerialized form with National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL) as on 31st March, 2011.August 19, 2011

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