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Directors Report of BS Ltd.

Mar 31, 2013

To The Members,

The Directors are pleased to present the Annual Report of your Company together with the Audited Financial Statement of Accounts for the year ended March 31, 2013.

Financial Results (Rs. in Crores) Standalone Consolidated Particulars 2012-13 2011-12 2012-13 2011-12

Total Income 1,521.35 1,158.95 1,992.47 1,284.06

Gross Profit 892.19 906.49 908.22 920.82

Profit Before Interest Depreciation & Tax 190.05 143.48 198.80 151.02 Less:

Interest & Finance Charges 74.80 53.71 74.93 53.75

Depreciation 26.61 13.09 26.77 13.15

Prior Year Adjustment/ Amortization 0.00 0.00 0.00 0.00

Profit Before Tax 88.64 76.67 97.10 84.13

Less: Provision for Taxation 32.28 24.97 33.33 25.70

Profit After Tax 56.36 51.69 63.77 58.42

Surplus Brought forward from previous year 151.11 101.96 157.83 101.95

Profit transferred to Reserves & Surplus 204.92 151.11 218.86 157.83

Earnings per Share 25.70 23.63 29.08 26.70

Financial Performance

Standalone

- The Total Revenue of the Company for the Fiscal 2013 stood at Rs. 1,521.35 Crores as against Rs. 1,158.95 Crores for Fiscal 2012 showing an increase of 31.26%.

- The EBIDTA increased by 32% from Rs. 143.48 Crores in Fiscal

2012 to Rs. 190.05 Crores in Fiscal 2013.

- Profit after Tax witnessed a growth of 3.72% from Rs. 51.69 Crores in Fiscal 2012 to Rs. 56.36 Crores in Fiscal 2013.

- The Net Worth of the Company increased to Rs. 426 Crores at end of Fiscal 2013 from Rs. 372 Crores at the end of Fiscal 2012.

Consolidated

- The Consolidated total revenue of the Company for the Fiscal

2013 stood at Rs. 1,992.47 Crores as against Rs. 1,284.06 Crores for Fiscal 2012 showing an increase of 55.17%.

- The Consolidated EBIDTA increased by 32% from Rs. 151.02 Crores in Fiscal 2012 to Rs. 198.80 Crores in Fiscal 2013.

- The Consolidated Profit after Tax has also increased from Rs. 58.42 Crores in Fiscal 2012 to Rs. 63.77 Crores in Fiscal 2013 showing an increase of 9.16%.

- The Consolidated Net Worth of the Company has increased from Rs. 379 Crores at the end of Fiscal 2012 to Rs. 440 Crores at end of Fiscal 2013.

Change of Name

During the year under review, the name of your Company has been changed from "BS TransComm Limited" to "BS Limited" with effect from October 18, 2012 pursuant to the Revised Certificate of Incorporation issued by the Registrar of Companies, Andhra Pradesh.

Subsidiary Companies

Currently, the Company is having Three Subsidiaries including the one incorporated in Singapore.

M/s. BS Infratel Limited ("BSIL")

M/s. BS Infratel Limited ("BSIL") was incorporated on June 10, 2008 pursuant to a Certificate of Incorporation issued by the Registrar of Companies, Andhra Pradesh. BSIL is engaged in the business of providing passive infrastructure services to Tele Service Providers.

BSIL has received the Certificate of Commencement of Business dated September 11, 2008 from the Registrar of Companies, Andhra Pradesh. The Registered office of BSIL is located at 504, 5th Floor, Trendset Towers, Road No. 2, Banjara Hills, Hyderabad 500 034.

The Authorized Share Capital of BSIL is Rs. 5,00,000 divided into 50,000

Equity Shares of Rs.10 each.

BSIL is yet to commence Commercial activities.

The said subsidiary is a Non-Material Non-Listed Indian Subsidiary.

M/s. BS Enviro Solutions Limited ("BSESL")

During the year under review, your Company has subscribed to the Memorandum of Association to the extent of 90% of the Shares of M/s. BS Enviro Solutions Limited ("BSESL").

M/s. BS Enviro Solutions Limited ("BSESL") was incorporated on August 21, 2012 and the Certificate of Commencement of Business dated October 29, 2012, issued by the Registrar of Companies, Andhra Pradesh.

BSESL is engaged in the business of providing responsible Environmental Management Services. Environmental Management is a key priority in building a clean and green environment. The objective is to protect the planet by developing sustainable solutions that minimize the impact of pollution.

The Authorized Share Capital of BSESL is Rs. 15,00,00,000 divided into 1,50,00,000 Equity Shares of Rs.10 each.

BSESL is managed by the Board of Directors consisting of:

S. No Name of the Director Category

1. Mr. Rajesh Agarwal Director

2. Mr. Rakesh Agarwal Director

3. Mr. Sanjay Kumar Sultania Director

4. Mr. Michael Donald Walker* Additional Director *Appointed w. e.f. March 20, 2013

BSESL is yet to commence Commercial activities.

The said Subsidiary is a Non-Material Non-Listed Indian Subsidiary.

Overseas Subsidiaries

M/s. BS Global Resources Pte Ltd ("BSGRPL") Singapore

M/s. BS Global Resources Pte. Ltd. ("BSGRPL") offers Sourcing, Trading and Supply of commodities like Steam Coal, Coking Coal, Nickel and other Minerals and Metals. The Company has been trading in Coal & Nickel Ore and will also foray into other metals and minerals. BSGRPL sources high quality coal from Indonesia and is pursuing opportunities from Australian & African Mines. BSGRPL''s focus is on the two key consumers of coal in the World, India & China which have the highest demand for high quality coal. Presently, the Subsidiary is trading in steam coal as the main commodity on account of continued rising demand in expanding economies in Asia particularly for use in power generation.

The affairs of BSGRPL are managed by an efficient Board comprising of Four Directors the details of whom are as under:

Board of Directors of BSGRPL

S. No Name of the Director Category

1. Mr. Rajesh Agarwal Director

2. Mr. Rakesh Agarwal Director

3. Mr. Lee Keow Chin# Director

4. Mr. Rahul Bajaj* Director

*Appointed w. e.f. February 01, 2013 #Resigned w.e.f. February 01, 2013

During the year under review, M/s. BS Global Resources Pte Limited, the Wholly Owned Subsidiary of the Company, has made a Profit after Tax of US $ 1.22 Million, registering a growth of 16.46% which has contributed to the overall performance of the Company.

The Financial Results of the Company during the year under review are depicted herein below:

Financial Results of BSGRPL (US $ in Millions)

Particulars 2012-13 2011-12 Revenue (Including other Income) 86.84 25.99 Less: Cost & Expenses

Cost of Sales 84.18 23.51

Staff Costs 0.68 0.45

Depreciation 0.03 0.01

Other Operating Expenses 0.54 0.82

Profit Before Tax 1.42 1.19

Less: Taxation 0.19 0.14

Profit After Tax 1.22 1.05

The Turnover of the Company has increased from US $ 25.99 Million in 2011-12 to US $ 86.84 Million in 2012-13 which in turn increased the Profit after Tax by 16.46 % i.e., from US $ 1.05 Million in 2011-12 to US $ 1.22 Million in 2012-13. The Net Worth of the Company has increased to US $ 7.64 Million at end of Fiscal 2013 as against US $ 4.10 Million at the end of Fiscal 2012.

During the year under review, the Company has made an additional Investment in BSGRPL to the tune of Rs. 12.68 Crores.

The said Subsidiary is a Non-Material Non-Listed Entity.

Consolidated Financial Statements

As required under the Listing Agreement with the Stock Exchanges, the Consolidated Financial Statements of the Company and all its subsidiaries are attached. The Consolidated Financial Statements have been prepared in accordance with the relevant Accounting Standards as prescribed under Section 211(3C) of the Act. These Financial Statements disclose the Assets, Liabilities, Income, expenses and other details of the Company, its subsidiaries and associates.

The Ministry of Corporate Affairs (MCA) vide its Circular No. 2 in file No. 51/12/2007-CL-III dated 8th February 2011 has granted General Exemption under Section 212(8) of the Act, for Holding Companies from attaching Annual Reports of Subsidiaries along with the Annual Report of the Holding Companies without seeking any approval of the Central Government. However, this is subject to fulfillment of conditions as stipulated in the said Circular granting exemption to the Holding Company and passing of a resolution by the Board in this regard.

The Board of Directors at their meeting held on August 09, 2013 passed the necessary resolution for complying with all the conditions enabling the circulation of Annual Report of the Company without attaching all the documents referred to in Section 212(1) of the Act, of the Subsidiary Companies to the Shareholders of the Company. The Annual accounts, Reports and other documents of the Subsidiary Companies will be made available to the members, on receipt of a request from them. The Annual accounts of the Subsidiary Companies will be available at the Registered Office of the Company and at the Registered Offices of the respective Subsidiary Companies concerned. If any member or investor wishes to inspect the same, they will be made available during the business hours of any working day of the Company.

A Statement giving the following information in aggregate of each Subsidiary consisting of (a) Capital (b) Reserves (c) Total Assets (d) Total Liabilities (e) Details of Investment (except in case of investment in the subsidiaries) (f) Turnover (g) Profit before taxation (h) Provision for Taxation (i) Profit after Taxation (j) Proposed Dividend has been attached with the Consolidated Balance Sheet of the Company in compliance with the conditions of the said Circular issued by MCA. A statement referred to in clause (e) of sub-section 1 of Section 212 of the Act, disclosing the Company''s interest in subsidiaries and other information as required is attached.

Investments in other Companies

Raichur Sholapur Transmission Company Limited

During the year under review, your Company has made further investments aggregating to Rs. 90,223,080/- in M/s. Raichur Sholapur Transmission Company Limited, a Special Purpose Vehicle ("SPV") Company, which was created by virtue of the Joint Venture with M/s. Patel Engineering Limited and M/s. Simplex Infrastructures Limited.

As on March 31, 2013, your Company holds 1,59,98,400 Equity Shares (33.33%) of the Paid up Share Capital of RSTCL aggregating to Rs. 15,99,84,000/-.

The Shareholding of your Company in the aforesaid SPV is 33.33%. The revenues in the said Boom project are on sharing basis with other partners and the same are spread over a period of 35 years.

The Financial Results of the said SPV "Raichur Sholapur Transmission Company Limited" have been consolidated with the Financial Statements of M/s. BS Limited to the extent of its Shareholding i.e., 33.33% in terms of the Accounting Standard 27 on "Financial Reporting of interests in Joint Ventures.

Increase in Share Capital

During the year under review, the Company has issued 47,866 Equity Shares up on Exercise of Options by the Grantees under the Employee Stock Option Plan 2011. As a result of the same, the outstanding issued, Subscribed and Paid-up Equity Share Capital of the Company has increased from Rs. 218,686,600/- as at March 31, 2012 to Rs. 219,265,260/- as at March 31, 2013.

Business Review and Future Outlook

Your Company is among the leading Infrastructure providers and has been augmenting its core business in Power Transmission & Distribution, Teleservices and expediting its presence in Mineral Resources. Your Company''s ability in providing integrated services across the value chain allows leveraging its manufacturing capabilities, execution capabilities for increased revenue margins.

During the year under review, your company has executed Power Transmission & Distribution projects across India and has been participating in projects under RGGVY and R-APDRP programs. Our project management & tower fabrication capabilities include a niche segment of executing 1200 KV Transmission line towers apart from 765KV towers & lower capacity towers. Your Company has been bidding for new orders in supply, services and in government initiated reform schemes and is also exploring opportunities internationally for providing its products & services.

Your company also proposes to foray into setting up steel manufacturing facility in Africa. The abundant availability of raw material combined with land availability at a cheaper cost and a stable & favorable environment for foreign organizations to set up in Africa make is attractive, viable proposition.

A detailed business review and future outlook is given in the Management Discussion and Analysis section of the Annual Report.

Dividends

The Company''s practice is to pay Dividend of upto 10% per Share. Your Board of Directors, in its Meeting, for the Quarter ended December 2012, held on February 04, 2013, has declared and paid an Interim Dividend of Re. 1/- per Equity Share.

Your Directors have not recommended any Final Dividend for the Current Financial Year 2012-13. The amount of Dividend payout (excluding Dividend Distribution Tax) for the Current year is aggregating to Rs. 2.19 Crores.

Bonus Issue of Shares

Your Directors have recommended an issue of Bonus Shares in the ratio of 1:1 i.e., One additional Equity Share for every One existing Equity Share held by the Members on the Record Date fixed by the Board, by Capitalizing a part of the Free Reserves as per the Audited Balance Sheet for the Financial Year ended March 31, 2013.

Credit Rating

CARE has assigned ''CARE BBB'' (Triple B) to the long-term bank facilities of your Company. Further, the rating assigned to the Short Term bank facilities of your Company is ''CARE A3 '' (A Three Plus).

Awards & Certification

Your Company got certified for ISO 9001, ISO 14001, BS OHSAS 18001. This certification affirms the Company''s compliance with international standards in quality management (ISO 9001:2008), environmental management (ISO 14001:2004) and occupational health and safety (OHSAS 18001:2007). The Company was able to bag the certification after months of meticulous planning and strict adherence to Integrated Management systems.

Human Resource Management

The Human Resource ("HR") function has over the years fully developed its capabilities and set up a scalable recruitment and Human Resource Management process, which enables us to attract and retain higher caliber employees.

The total Manpower of your Company stood at 778 as on March 31, 2013.

Employee Stock Option Plan

Currently, your Company has been granting Stock Options to the Employees under Employee Stock Option Plan 2011 ("ESOP 2011") which was initiated pursuant to the approval of the Shareholders at the Annual General Meeting held on September 30, 2011.

The Disclosures with respect to the Employee Stock Option Plan 2011 as required by the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme), Guidelines, 1999, as amended, are appended as Annexure - 1 and form part of this Report.

Board of Directors

Presently, the Board of Directors of your Company comprise of Six Directors, of which three are Independent Directors.

Retirement by Rotation

In accordance with the Provisions of the Companies Act, 1956 and Article 157 of the Articles of Association of the Company, Mr. Mahesh Kumar Khera, Director of the Company, retire by rotation at the ensuing Annual General Meeting and is eligible to offer his services up on re- appointment. A brief profile and other information of the said Director has been detailed in the Notice convening the Ninth Annual General Meeting.

Changes in the Composition of the Board

During the year under review Mr. M. S. S. Sastry, Nominee Director - IDBI, has ceased to be Director of your Company pursuant to the withdrawal of the Nomination by IDBI Bank Limited with effect from April 20, 2012. The Board recorded its gratitude and appreciation to Mr. M. S. S. Sastry for his guidance, support, and co-operation during his tenure with the Company.

Mr. A. Gopalakrishnan Iyer was appointed by the Board of Directors as an Additional Director of the Company with effect from May 30, 2012. The said appointment was subsequently approved by the Shareholders at the Annual General Meeting of the Company held on September 30, 2012.

Promoters and Promoters Group

During the year under review, the Promoters and Promoters Group have acquired Shares from Market through "Creeping Acquisition" to the tune of 10,49,474 Shares in terms of the SEBI (Substantial Acquisition and Take Over) Regulations, 2011.

The names of the Promoters and Promoters Group as on March 31, 2013, including their Shareholding as defined under the Monopolies and Restrictive Trade Practices Act 1969 for the purposes of Section 3(1)(e)(I) of SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011 include the following:

S. No Name of the Shareholder No. of Shares

1. Rajesh Agarwal 51,59,874

2. Rakesh Agrawal Satyanarayan 41,73,400

3. Mukesh Satyanarayan Agrawal 43,91,800

4. Reema Agrawal 10,37,800

5. Shakuntala Devi Satyanarayan Agrawal 2,87,000

6. Rakhee Rakesh Agrawal 1,13,800

7. Dhruv Bansal 2,800

TOTAL 1,51,66,474

Directors Responsibility Statement

As required under Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that:

(i) In the preparation of the Accounts for the year under review, the applicable Accounting Standards issued by the Institute of Chartered Accountants of India ("ICAI") read with the requirements set out under Schedule VI to the Companies Act, 1956 to the extent applicable to us, have been followed along with proper explanation relating to Material Departures;

(ii) The Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the

State of Affairs of the Company at the end of the Financial Year 2012-13 and of the Profit and Loss of the Company for the year ended on that date;

(iii) The Directors have taken proper and sufficient care 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; and

(iv) The Directors have prepared the Annual Accounts of the Company on a "Going Concern" basis.

Corporate Governance

Your Directors adhere to the requirements set out in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance is attached and forms part of the Annual Report. The Chairman & Managing Director''s declaration regarding the compliance of Code of Conduct for Board Members and Senior Management Personnel forms part of Report on Corporate Governance. The requisite Certificate from the Statutory Auditors of the Company confirming Compliance to the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is attached to the Report on Corporate Governance.

Management Discussion and Analysis:

Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges is enclosed hereto and forms part of the Annual Report.

Auditors

M/s. P. Murali & Co, Chartered Accountants, the Statutory Auditors of your Company, retire at the ensuing Annual General Meeting and are eligible for re-appointment.

The Statutory Auditors have furnished necessary certificate to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and they have not been disqualified for re-appointment within the meaning of Section 226 of the said Act.

Cost Auditors

The Board of Directors, subject to the approval of the Central Government, has re-appointed M/s. Srinivas & Co., Cost Accountants, (Firm Registration No. 00278), as the Cost Auditors for conducting the Cost Audit in respect of the business of the Company for the Financial Year 2013-14. The Application for approval of the Central Government with respect to the said re-appointment has been made by the Company and has been duly approved.

Subject to the compliance with all the requirements as stipulated in Circular No.15/2011 dated April 11, 2011 and No. 36/2012 dated November 06, 2012 issued by the MCA, the Audit Committee recommended the said re-appointment.

The Particulars of Cost Auditor and Cost Audit Report, as required vide General Circular No. 15/2011 dated April 11, 2011 issued by Cost Audit Branch, Ministry of Corporate Affairs, Government of India, are as under:

Name of the Cost Auditor: M/s. Srinivas & Co., Cost Accountants

1-1-180/18, Dharani Andalu Nilayam, Room No 4,I Floor, Opp. Sudarshan 35MM Gate, Jawahar Nagar, RTC X Rd., Hyderabad - 500 020

Name and Membership No. of Partner of Firm Mr. Penumarthy Srinivas

Mem. No. 21170

Due date for filing of Cost Audit Report for the Financial Year 2011-12 by the Cost Auditor with the Central Government

Within 180 days from the close of Company''s Financial Year or by January 31, 2013, whichever is later

Date of actual filing of Cost Audit Report for the Financial Year 2011-12 with the Central Government.

Cost Audit Report for the Financial Year 2011-12 was filed with the Central Government on January 30, 2013

The Cost Audit Report for the year ended March 31, 2013 by the Cost Auditors, M/s. Srinivas & Co., Cost Accountants, was duly taken on record by the Audit Committee in its Meeting held on August 09, 2013 and approved to be uploaded on MCA portal.

Listing on Stock Exchanges

The Equity Shares of your Company are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The annual listing fee for the year 2013-14 has been duly paid within the stipulated time to both the Stock Exchanges.

Public Deposits

During the year under review, your Company has not accepted any deposits within the meaning of Section 58 (A) of the Companies Act, 1956 and the Companies Rules, 1975.

Particulars of Employees

Pursuant to the provisions of Section 217(2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules, 1975 (as amended), the names and other particulars of the Employees are set out in Annexure – 2 to the Directors Report.

Particulars regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo.

The information relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo as required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure-3 and forms part of this Report.

Acknowledgements

Your Directors wish to place on record their gratitude to the Shareholders, Bankers, Financial Institutions, Government Authorities, Contractors, Joint Venture partners, Employees of the Company for their continued support and valuable assistance & Co-operation. Your Directors take this opportunity to commend the continued commitment and dedication of employees at all levels and look forward for valuable sustained support and encouragement.

For and on behalf of the Board of Directors

Sd/-

Date : August 09, 2013 (Rajesh Agarwal)

Place : Hyderabad Chairman & Managing Director


Mar 31, 2012

The Directors are pleased to present the Annual Report of your Company together with the Audited Financial Statement of Accounts for the year ended March 31, 2012.

Financial Results (Rs. in Crores)

Standalone Consolidated

Particulars 2011-12 2010-11 2011-12 2010-11

Total Income 1,158.95 874.07 1,284.06 873.27

Profit Before Interest Depreciation & Tax 143.48 123.98 151.02 123.77

Less:

Interest & Financial Charges 53.71 34.38 53.75 33.85

Depreciation 13.09 13.01 13.15 13.29

Prior Year Adjustment/ Amortization 0.00 0.00 0.00 0.00

Profit Before Tax 76.67 76.58 84.13 76.63

Less: Provision for Taxation 24.97 25.54 25.70 25.58

Profit After Tax 51.69 51.04 58.42 51.06

Surplus Brought forward from previous year 101.96 53.47 101.95 52.82

Profit available for appropriation 151.11 101.96 160.37 103.78

Earnings per Share 23.63 29.06 26.70 23.29

Financial Performance

Standalone

- The total revenue of the Company for the Fiscal 2012 stood at Rs. 1,158.95 Crores as against Rs. 874.07 Crores for Fiscal 2011 showing as increase of 63.09%.

- The EBIDTA increased by 16% from Rs. 123.98 Crores in Fiscal 2011 to Rs. 143.48 Crores in Fiscal 2012.

- Profit after Tax witnessed a growth of 1.27% from Rs. 51.04 Crores in Fiscal 2011 to Rs. 51.69 Crores in Fiscal 2012.

- The Net Worth of the Company increased to Rs. 366 Crores at end of Fiscal 2012 from Rs. 315 Crores at the end of Fiscal 2011.

- The Debt Gearing of the Company was at 0.75 times as at the end of Fiscal 2012 compared to 0.60 times at the end of Fiscal 2011.

Consolidated

- The Consolidated total revenue of the Company for the Fiscal 2012 stood at Rs. 1,284 Crores as against Rs. 873.27 Crores for Fiscal 2011 showing as increase of 47%.

- The Consolidated EBIDTA increased by 22% from Rs. 123.77 Crores in Fiscal 2011 to Rs. 151.02 Crores in Fiscal 2012.

- The Consolidated Profit after Tax has also increased from Rs. 51.06 Crores in Fiscal 2011 to Rs. 58.42 Crores in Fiscal 2012 showing an increase of 15%.

- The Consolidated Net Worth of the Company has increased from Rs. 314 Crores at the end of Fiscal 2011 to Rs. 373.40 Crores at end of Fiscal 2011.

- The Consolidated Debt Gearing of the Company is at 0.75 times as at the end of Fiscal 2012 compared to 0.60 times at the end of Fiscal 2011.

Subsidiary Companies

M/s BS Infratel Limited ("BSIL")

M/s. BS Infratel Limited ("BSIL") was incorporated on June 10, 2008 pursuant to a Certificate of incorporation issued by Registrar of Companies ("RoC"). BSIL is engaged in the business of providing passive infrastructure services to teleservice providers.

BSIL has received the Certificate of commencement of business dated September 11, 2008 from the RoC. The registered office of BSIL is located at 504, 5th Floor, Trendset Towers, Road No. 2, Banjara Hills, Hyderabad 500 034.

The authorized share capital of BSIL is Rs. 5,00,000 divided into 50,000 equity shares of Rs.10 each.

BSIL is yet to commence commercial transactions.

Overseas Subsidiaries

M/s. BS Global Resources Pte Ltd ("BSGRPL").

BS Global Resources Pte. Ltd. ("BSGRPL"), a Wholly Owned Subsidiary (WOS") of the Company, offers sourcing, trading and supply of commodities like steam coal, coking coal, Nickel and other minerals and metals. BSGRPL sources high quality coal from Indonesia and is pursuing opportunities from Australian & African Mines.

BSGRPL's focus is on the two key consumers of coal in the World, India & China which have the highest demand for high quality coal. During the Financial Year 2011-12, BSGRPL has made a Profit after Tax of US $ 1.05 Million.

BSGRPL is in the business of trading of coal; both steam coal and coking coal since May 2011. Presently, the company is trading steam coal as the main commodity on account of continued rising demand in expanding economies in Asia particularly for use in power generation.

As on March 31, 2012, BSGRPL has completed shipments worth USD 25.77 million.

Board of Directors of BSGRPL

1. Mr. Rajesh Agarwal

2. Mr. Rakesh Agarwal

3. Mr. Lee Keow Chin

The said Subsidiary is a Non-Material Non-Listed Entity.

Financial Results of BSGRPL

(US $ in Millions)

Particulars 2011-12

Revenue (Including other Income) 25.99

Less: Cost & Expenses

Cost of Sales 23.51

Staff Costs 0.45

Depreciation 0.01

Other Operating Expenses 0.82

Profit Before Tax 1.19

Less: Provision for Taxation 0.14

Profit After Tax 1.05

Investments in BSGRPL during the year under review:

S. Date of Investment SGD USD INR No. 1. June 21, 2011 1 0.81 36.64

2. August 05, 2011 1,216,999 1,010,293.04 45,016,793

3. August 17, 2011 1,230,000 1,021,085.84 46,653,900

4. August 24, 2011 1,230,000 1,021,085.84 46,973,700

Total 36,77,000 3,052,465.53 138,644,429

Divestment of Subsidiary

M/s. Sugan Automatics Private Limited ("SAPL")

During the year under review, your Company had sold its stake of 63.25% in M/s. Sugan Automatics Private Limited to M/s. Enersys Astra Limited, a Company incorporated under the legislations of Singapore. The Board of Directors of your Company had approved the divestment of Subsidiary vide their resolution dated September 26, 2011. Your Company has entered into a Share Purchase Agreement on March 14, 2012 for the sale of the shareholding, of 13,05,233 Shares, in M/s. Sugan Automatics Private Limited as per valuation report, dated March 03, 2012, given by M/s. S. K. Bang & Co., Chartered Accountants.

The consideration amount was received by way of foreign inward remittance of US $ 499,955 on April 03, 2012 and US $ 99,955 on April 11, 2012 in to Current Account of the Company with State Bank of India.

As required under the Listing Agreement with the Stock Exchanges, the Consolidated Financial Statements of the Company and all its subsidiaries are attached. The Consolidated Financial Statements have been prepared in accordance with the relevant Accounting Standards as prescribed under Section 211(3C) of the Act. These Financial Statements disclose the Assets, Liabilities, Income, expenses and other details of the Company, its subsidiaries and associates.

The Ministry of Corporate Affairs (MCA) vide its Circular No. 2 in file No. 51/12/2007-CL-III dated 8th February 2011 has granted general exemption under Section 212(8) of the Act, for Holding Companies from attaching Annual Reports of Subsidiaries along with the Annual Report of the Holding Companies without seeking any approval of the Central Government. However, this is subject to fulfillment of conditions as stipulated in the said Circular granting exemption to the holding company and passing of a resolution by the board in this regard.

The Board of Directors at their meeting held on August 09, 2012 passed necessary resolution for complying with all the conditions enabling the circulation of Annual Report of the Company without attaching all the documents referred to in Section 212(1) of the Act, of the Subsidiary companies to the shareholders of the Company. The annual accounts, reports and other documents of the Subsidiary companies will be made available to the members, on receipt of a request from them. The annual accounts of the subsidiary companies will be available at the registered office of the Company and at the registered offices of the respective subsidiary companies concerned. If any member or investor wishes to inspect the same, it will be available during the business hours of any working day of the Company.

A Statement giving the following information in aggregate of each Subsidiary including subsidiaries of subsidiaries consisting of (a) Capital (b) Reserves (c) Total assets (d) Total liabilities (e) Details of investment (except in case of investment in the subsidiaries) (f) Turnover (g) Profit before taxation (h) Provision for taxation (i) Profit after taxation (j) Proposed Dividend has been attached with the Consolidated Balance Sheet of the Company in compliance with the conditions of the said circular issued by MCA.

Investments in other Companies

Raichur Sholapur Transmission Company Limited

Your Company has forayed into BOOM projects through M/s. Raichur Sholapur Transmission Company Limited, a Special Purpose Vehicle ("SPV") Company with a shareholding of 33.33% equity. The revenues in this project are on sharing basis with other partners and the same are spread over a period of 35 years.

During the year under review, the Company has made a further investment of Rs. 68,32,650/- in the said Company.

The flow of investment of the Company in M/s. Raichur Sholapur Transmission Company Limited towards the Boom Project as on March 31, 2012 is as below:

S. No. Date of Investment Amount (Rs.)

1. As at March 31, 2011 6,29,44,270

2. May 06, 2011 34,99,650

3. January 06, 2012 30,00,000

4. February 25, 2012 3,33,000

Total 6,97,76,920

As on March 31, 2012, your Company holds 69,77,692 Equity shares (33.33%) of the paid up share capital of RSTCL aggregating to Rs. 69,77,69,200/-.

Business Review and Future Outlook

New Projects, Initiatives and Joint Ventures

Your Company presently offers Turnkey Services / EPC services for Power and Teleservice Sectors with an integrated business model. During the year under review, the Company has obtained orders from Chhattisgarh State Power Transmission Limited for setting up of two substations of 132/33KV in Raipur. The scope of works include Design, Supply, Erection, and Testing & Commissioning on a turnkey basis and the completion period for both the projects twelve months. The Company also bagged an order from Power Grid in a domestic competitive bidding in a joint venture for supply of tower package for 765KV S/C Jaipur - Lakha ka Nangal Transmission line spanning 126kms which is associated with the Phase I Generation project in Orissa. The combined value of the orders amounted to Rs. 244 Crores.

Further, the Company has bagged an order for supply, erection, testing and commissioning of new 11KV & LT Lines and construction of 11/0.4KV distribution Substation in Madhya Pradesh. The Company was the lowest bidder (L1) for tenders from MPMKVVCL, Bhopal under the RGGVY project in Rewa, Bhind & Panna District in Madhya Pradesh. The total cumulative value of all the orders was Rs. 168 Crores.

A detailed business review and future outlook is given in the Management Discussion and Analysis section of the Annual Report.

Dividends

Your Directors have recommended a Dividend of Re. 1/- per Share on 21,878,660 Equity Shares of Face Value of Rs. 10 each for the Financial Year 2011-12 subject to the approval of the Members at the ensuing Annual General Meeting. The total outflow of funds is aggregating to Rs. 2.54 Crores (inclusive of Tax of Rs. 0.35 Crores).

Capacity Expansion

The Company completed its IPO with the following Objects of the Issue:

1. Part funding of Phase I i.e. expansion in Tower Manufacturing and galvanizing capacity from 36,000 MTPA to 1,20,000 MTPA (i.e. an increase in installed capacity by 84,000 MTPA) and setting up of the Backward Integrated Structural Mill with an installed capacity of 90,000 MTPA*.

2. Funding of Phase II i.e. expansion in Tower Manufacturing and galvanizing capacity from 1,20,000 MTPA to 2,40,000 MTPA (i.e. an increase in installed capacity by 1,20,000 MTPA);

3. To part finance margin money for working capital for the Project;

4. To fund general corporate purposes;

5. To meet expenses of this Issue; and

6. To get the Equity Shares of the Company listed on the Stock Exchanges.

The expansion Phase II has since been completed and the Commercial Production started from 24th March 2012.

A. Capacity & Production:

Year ended Year ended Particulars 31.03.2012 31.03.2011

a) Licensed capacity *

b) Installed capacity

(As certified by the Management 240,000 120,000 & relied upon by the auditors being a technical matter)

Towers Manufacturing ** 240,000 120,000

Integrated Structural Mill (Tonnes per annum) 90,000 90,000

Actual Production 82,806 79,173

The amount raised through the IPO has been utilized as per the objects of the issue on the Expansion Project, which started Commercial Production on March 24, 2012.The details relating to utilization of IPO proceeds are as under:

Amount Spent as on S. No. Particulars Object of Issue Balance March 31, 2012

1 Repayment of Loans 5,500.00 5,500.00 -

2 Land 346.00 184.00 162.00

3 Site Development & Building & Foundation 3,748.00 3,685.00 63.00

4 Plant and Machinery (Including Balance of Galvanizing Unit) 5,859.00 7,182.00 (1,323.00)

5 Miscellaneous Fixed Assets and other expenditure 348.00 279.00 69.00

6 Working Capital Margin 1,850.00 1,156.00 694.00

7 General Corporate Purposes 109.00 109.00 -

8 Issue Expenses 1,285.00 950.00 335.00

Total 19,045.00 19,045.00 NIL

Credit Rating

During the year under review, CARE has revised the rating of your Company from 'CARE BBB-' (Triple B Minus)to 'CARE BBB' (Triple B) assigned to the long-term bank facilities of your Company. Further, the rating assigned to the Short Term bank facilities of your Company has been revised from 'CARE A3' (A Three) to 'CARE A3 '(A Three Plus).

Awards & Certification

Your Company got certified for ISO 9001, ISO 14001, BS OHSAS 18001. Your Company has received the prestigious Integrated Management Systems (IMS) Certificate from TUV NORD. This certification affirms the Company's compliance with international standards in quality management (ISO 9001:2008), environmental management (ISO 14001:2004) and occupational health and safety (OHSAS 18001:2007). The Company was able to bag the certification after months of meticulous planning and strict adherence to Integrated Management systems.

Human Resource Management

Human Resource is one of the key elements of your Company's growth.

The Human Resource ("HR") function has over the years fully developed its capabilities and set up a scalable recruitment and Human Resource Management process, which enables us to attract and retain higher caliber employees.

The total Manpower of your Company stood at 929 as on March 31, 2012 as compared to 957 as on March 31, 2011.

Employee Stock Option Plan / Employee Stock Purchase Plan

Presently, Stock Options have been granted under Employee Stock Option Plan 2011.

The disclosures with respect to the Employee Stock Option Plan 2011 as required by the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme), Guidelines, 1999 are appended as Annexure - 1 and form part of this report.

Board of Directors

Composition

Presently, the Board of Directors comprises of Six Directors, of which three are Independent Directors.

Retirement by Rotation

In accordance with the Section 256 of the Companies Act, 1956 and Article 157 of the Articles of Association of the Company, Dr. Subrata Kumar De, Director of the Company retire by rotation at the ensuing Annual General Meeting and are eligible to offer their services for re- appointment. A brief profile of the said Director is given in the Explanatory Statement annexed with the Notice of Eighth Annual General Meeting.

Changes in the Composition of the Board

During the year under review Mr. Kapil Kathpalia, Non-Executive Independent Director of your Company has resigned from the Board with effect from February 09, 2012. The Board recorded its gratitude and appreciation to Mr. Kapil Kathpalia for his guidance, support and co-operation.

Executive Directors re-appointment

Mr. Rajesh Agarwal, Mr. Rakesh Agarwal, and Mr. Mukesh Agarwal have been appointed as Managing Director, Joint Managing Director and Whole Time Director of the Company respectively, for a period of 5 (Five) years i.e., with effect from October 01, 2007 to September 30, 2012. The said Directors are proposed to be re-appointed at the ensuing Annual General Meeting of the Company. The brief profiles of the above Directors are given in the Explanatory Statement annexed with the Notice of Eighth Annual General Meeting.

Promoters and Group

The names of the Promoters and entities comprising Group, including their shareholding as defined under the Monopolies and Restrictive Trade Practices Act 1969 for the purposes of Section 3(1)(e) of SEBI (Substantial Acquisition of shares and Takeover) Regulations, 1997 include the following:

S. No. Name of the Shareholder No. of Shares

1. Rajesh S Agrawal 50,10,400

2. Rakesh S Agrawal 41,73,400

3. Mukesh Satyanarayan Agrawal 43,65,200

4. Shakuntala Devi Satyanarayan Agrawal 2,87,000

5. Reema Agrawal 1,37,800

6. Rakhee Rakesh Agrawal 1,13,800

7. Shalini Agrawal 26,600

8. Dhruv Bansal 2,800

TOTAL 1,41,17,000

Directors Responsibility Statement

As required under Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that:

(i) In the preparation of the accounts for the year under review, the applicable accounting standards read with the requirements set out under Schedule VI to the Companies Act, 1956 have been followed along with proper explanation relating to material departures.

(ii) The Directors have selected accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as give a true and fair view of the state of affairs of the Company at the end of the Financial Year 2011- 12 and of the Profit and Loss of the Company for the year under review.

(iii) The Directors have taken proper and sufficient care 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 fraud and other irregularities.

(iv) The Directors have prepared the accounts for the year under review on a "going concern" basis.

Corporate Governance

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement executed with the Stock Exchanges is attached and forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance to the conditions of Corporate Governance as stipulated under aforesaid Clause 49 is attached to this report.

Management Discussion and Analysis:

Management Discussion and Analysis report for the year under review, as stipulated under Clause 49 of the Listing Agreements executed with the Stock Exchanges is presented in a separate section forming part of the Annual Report.

Consolidated Financial Statements

The Audited Consolidated Financial Statements, based on the Financial Statements received from the Subsidiaries as approved by their respective Board of Directors have been prepared in accordance with Accounting Standard 21 (AS 21) on "Consolidated Financial Statements" and are annexed and form a part of the Annual Report and Accounts.

Auditors

The Statutory Auditors of your Company, M/s. P. Murali & Co, Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for reappointment.

Your Company has received a letter from the Statutory Auditors to the effect that their reappointment, if made, would be within the prescribed limits under 224(1B) of the Companies Act, 1956 and they have not been disqualified for reappointment within the meaning of Section 226 of the said Act.

Cost Auditors

The Ministry of Corporate affairs (MCA) vide its order dated May 02, 2011, directed that all the Companies wherein the aggregate value of Net worth as on the last date of the immediately preceding Financial Year exceeds five Crores of rupees; or wherein the aggregate value of the turn over made by the Company from the sale or supply of all products or activities during the immediately preceding Financial year exceeds Twenty Crores of rupees/ or wherein the Company's Equity of Debt Securities are listed on any Stock Exchange, whether in India or outside India, shall get its Cost Accounting Records, in respect of each of its Financial year commencing on or after the 1st day of April, 2011, audited by a Cost Auditor who shall be, either Cost Accountant or a firm of Cost Accountants, holding valid Certificate of practice under the provisions of Cost and Works Accountants Act, 1959.

In terms of the aforesaid order, your Board of Directors has appointed M/s. Srinivas & Co., Cost Accountants, as the Cost Auditors of the Company for the Financial Year 2011-12.

Cost Audit Report

The Cost Audit Report for the year ended March 31, 2012 as issued by the Cost Auditors, M/s. P. Srinivas & Co., Cost Accountants, was duly taken on record by the Audit Committee of the Board of Directors in its Meeting held on August 09, 2012 and approved to be uploaded on MCA portal.

Public Deposits

Your Company has not accepted any deposits during the year within the meaning of Section 58 (A) of the Companies Act, 1956 and the Companies Rules, 1975.

Particulars of Employees

Pursuant to the provisions of Section 217(2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules, 1975 (as amended), the names and other particulars of the Employees are set out in Annexure-2 to the Directors Report.

Particulars of Technology Absorption, Foreign Exchange Earnings and Outgo.

The information required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is given by way of an Annexure-3 which forms part of this Report.

Acknowledgements

Your Directors wish to place on record their gratitude to the Bankers, Contractors, Joint Venture partners, Employees of the Company for their continued support. Your Directors take this opportunity to commend the continued commitment and dedication of employees at all levels and look forward for valuable sustained support and encouragement.

Date : August 09, 2012 For and on behalf of the Board of Directors

Place : Hyderabad

(Rajesh Agarwal)

Chairman


Mar 31, 2011

TO THE MEMBERS,

The Directors are pleased to present the Annual report of your Company together with Audited Financial Statement of Accounts for the year ended March 31, 2011.

FINANCIAL PERFORMANCE :

Rs. in Crores

March 31, 2011 March 31, 2010

Total Income 874.07 522.10

Profit Before Interest Depreciation & Tax 123.98 60.83

Less:

Interest & Financial Charges 34.38 18.64

Depreciation 13.01 5.53

Prior Year Adjustment/ Amortization 0.00 0.04

Profit Before Tax 76.58 36.62

Less: Provision for Taxation 25.54 12.56

Profit After Tax 51.04 24.06

Surplus Brought forward from previous year 53.47 29.41

Profit available for appropriation 101.96 53.47

Earnings per Share 29.06 16.97

Review of Operations

During the Financial Year 2009-10, your Company has seen the revenue increasing to Rs.874.07 Crores from Rs. 522.10 Crores in 2009-10, a rise of 67%. The EBIDTA has increased to Rs. 123.98 Crores as against Rs. 60.83 Crores in the year 2009- 10 and PBT of the Company has increased to Rs. 76.58 Crores during the year under review as against Rs.36.62 Crores in 2009-10.

EBIDTA margins have increased to 14.18% of Total Income resulting from increased margin due to backward integrated structural mill which had full year of commercial production and also due to increase in Turnkey revenue.

The Company is also quoting for various Tenders based on BOOM model of business and in this regard the Company has already invested in one Special Purpose Vehicle ("SPV") by name Raichur Sholapur Transmission Company Limited. The BOOM project Cost is worth Rs. 300 Crores. The investment of the Company in the SPV would be Rs. 20.44 Crores and the total supplies to emanate from the Company would be to the tune of Rs. 142 Crores inclusive of towers and bought out items which will be awarded to the competitive bidder. The revenues in this project are on sharing basis with other partners and the same are spread over a period of 35 years.

During the year under review, your Company has successfully completed its IPO raising in all, a sum of Rs.190.44 Crores to repay loans taken for Phase I of capacity expansion and also to complete the Phase II, which is under progress and the same is expected to be completed by December, 2011.

Business Review and Future Outlook

Your Company seeks to position itself as an Infrastructure provider to Power and Telecom and offer end to end technology solutions and Turnkey services for the Infrastructure Sector.

Your Company presently offers Turnkey Services/ EPC services for Power and Telecom Sectors with an integrated business model.

Your Company has forayed into BOOM projects and has bagged a project from REC in global tariff based competitive bidding for laying of a 765KV transmission system from Raichur to Sholapur spanning 210 kms. The project was won in a consortium with Patel Engineering Ltd and Simplex Infrastructure Ltd. Your Company holds 33.33% in the consortium. Further, your Company is focusing on opportunities in smart grid solutions for power transmission and distribution.

Foray into international markets in Telecom Infrastructure and Power Transmission Sectors Your Company has plans to foray into overseas markets for offering Passive telecom infrastructure solutions and Turnkey services.

A detailed business review and future outlook is given in the Management Discussion and Analysis section of the Annual Report.

Subsidiary Companies & Joint Ventures

M/s B S Infratel Limited

BS Infratel Ltd has been incorporated for the purposes of providing passive infrastructure services to Telecommunication service providers. B S Infratel Limited is yet to commence commercial transactions.

Sugan Automatics Private Limited

Sugan Automatics Private Limited (SAPL) is currently carrying on the business of manufacturing, designing and development of products for remote management of telecommunication infrastructure, energy management solutions for the telecom sector and the utilities segments. Your Company has acquired a majority stake (63.25%) in SAPL during the year. SAPL has made a PAT of Rs. 123,383/- during the Financial Year 2009- 10.

Dividends

Your Directors have recommended a Dividend of Re. 1/- per Equity share for the year under review aggregating to Rs. 2.55 Crores (inclusive of Ta x of Rs. 0.36 Crores).

Initial Public Offering ("IPO")

During the year under review, your Company has successfully completed its Initial Public Offering ("IPO") of Equity Shares and has been listed on the Bombay Stock Exchange and National Stock Exchange of India on October 27, 2010.

Your Company has made an IPO of 76,79,410 Equity Shares of Rs. 10 each for cash at a price of Rs. 248 per Equity Share at a premium of Rs. 238/- per Equity Share, aggregating to Rs.190.44 Crores. The IPO was done in accordance with the terms of your Company's Prospectus dated October 20, 2010.

The main objects of the Issue have been as under :

a. Part funding of Phase I i.e., Expansion in Tower Manufacturing and galvanizing capacity from 36,000 MTPA to 1,20,000 MTPA (i.e., an increase in installed capacity by 84,000 MTPA) and setting up of the Backward Integrated Structural Mill with and installed capacity of 90,000 MTPA.

b. Funding of Phase II i.e., expansion of in Tower Manufacturing and galvanizing capacity from 1,20,000 MTPA to 2,40,000 MTPA (i.e., an increase in installed capacity by 1,20,000 MTPA).

c. To part finance margin money for working capital for the project.

d. To fund general corporate purposes.

e. To meet expenses of the Issue and

f. To get the Equity Shares of the Company listed on the Stock Exchanges.

Schedule of implementation

Activity Previous Updated

Previous Finish Previous Finish

Land - - - -

Building and Foundation December 2009 November 2010 December 2009 September 2011

Installation of Plant and Machinery December 2010 Mid February 2011 December 2010 Mid-October 2011

Trail Run Mid February 2011 End February 2011 Mid-October 2011 End-October 2011

Commercial Production March 2011 - December 2011

Note on Implementation

- It is proposed to do some minor changes in the balancing equipments which are being worked out leading to delay/ disruption of work

The amount raised through the IPO has been utilized as per the objects of the issue and also to complete the Phase II of expansion, which is under progress and the same is expected to be completed by December, 2011.

The details relating to utilization of IPO proceeds are as under:

(Rs. in Lakhs)

Amount Spent S. No. Particulars Object of Issue as on Balance March 31, 2011

1 Repayment of Loans 5,500.00 5,500.00 -

2 Land 346.00 276.00 70.00

3 Site Development & Building & Foundation 3,748.00 2,143.00 1,605.00

4 Plant and Machinery (Including Balance of 5,859.00 2,251.00 3,608.00 Galvanizing Unit)

5 Miscellaneous Fixed Assets and other expenditure 348.00 104.00 244.00

6 Working Capital Margin 1,850.00 - 1,850.00

7 General Corporate Purposes 109.00 109.00 -

8 Issue Expenses 1,285.00 950.00 335.00

Total 19,045.00 11,333.00 7,712.00

Human Resource Management

Human Resource is one of the key elements of your Company's growth.

The Human Resource ("HR") function has over the years fully developed its capabilities and set up a scalable recruitment and Human Resource Management process, which enables us to attract and retain higher caliber employees.

HR has played a critical role in supporting the business goals during the various changes in the sector as well as in the Company. During the last year, your Company has undertaken various industry first initiatives in the areas of talent adequacy, capability enhancement and growing leaders from within.

The total Manpower of your Company stood at 957 as on March 31, 2011 as compared to 733 as on March 31, 2010, a growth of 30.56%.

Employee Stock Option Plan / Employee Stock Purchase

Plan

During the year under review, your Company has not granted/ issued any Options/Shares under any Employee Stock Option Plan/Employee Stock Purchase Plan.

Directors

During the year under review Mr. M. S. S. Sastry was appointed as Nominee Director by IDBI to represent at the Board of your Company in place of Mr. Suneel Babu Gollapalli, who was appointed as Nominee Director on the Board of your Company. The Board recorded its deep sense of gratitude and appreciation for Mr. Suneel Babu Gollapalli for his guidance, unstinted support, direction and wholehearted co-operation and also for giving inputs from time to time in the development of the Company.

In accordance with the Section 256 of the Companies Act, 1956, Mr. Mahesh Khera, Director and Mr. Kapil Kathpalia, Director of the Company retire by rotation at the ensuing Annual General Meeting and are eligible to offer their services for re- appointment. A brief profile of the above Directors is given in the Notice of Seventh Annual General Meeting.

The Board recommends the above appointments / re-appointments for your approval.

Further, the following changes were effected during the year :

Mr. D. G. Sohony, Whole Time Director, resigned with effect from February 28, 2011, from the Board of Directors of the Company.

The Board placed on record its appreciation for the contribution made by Mr. D. G. Sohony to the Company during his tenure.

Directors Responsibility Statement

As required under Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that

(i) In the preparation of the accounts for the year under review, the applicable accounting standards read with the requirements set out under Schedule VI to the Companies Act, 1956 have been followed along with proper explanation relating to material departures.

(ii) The Directors have selected accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as give a true and fair view of the state of affairs of the Company at the end of the Financial Year 2009-10 and of the Profit and Loss of the Company for the year under review.

(iii) The Directors have taken proper and sufficient care 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 fraud and other irregularities.

(iv) The Directors have prepared the accounts for the year under review on a "going concern" basis.

Corporate Governance

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreements executed with the Stock Exchanges is attached and forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance to the conditions of Corporate Governance as stipulated under aforesaid clause 49 is attached to this report.

Management Discussion and Analysis:

Management Discussion and Analysis report for the year under review, as stipulated under Clause 49 of the Listing Agreements executed with the Stock Exchanges is presented in a separate section forming part of the Annual Report.

Consolidated Financial Statements

The Audited Consolidated Financial Statements, based on the Financial Statements received from the Subsidiaries as approved by their respective Boards of Directors have been prepared in accordance with Accounting Standard 21 (AS 21) on "Consolidated Financial Statements" and are annexed and form part of the Annual Report and Accounts.

Auditors

The Statutory Auditors of the Company, M/s. P. Murali & Co, Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for reappointment.

The Company has received a letter from the Statutory Auditors to the effect that their reappointment, if made, would be within the prescribed limits under 224(1B) of the Companies Act, 1956 and they have not been disqualified for reappointment within the meaning of Section 226 of the said Act.

Public Deposits

Your Company has not accepted any deposits during the year within the meaning of Section 58 (A) of the Companies Act, 1956 and the Companies Rules, 1975.

Particulars of Employees

Pursuant to the provisions of Section 217(2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules, 1975 (as amended), the names and other particulars of the Employees are set out in Annexure – 1 to the Directors Report.

Particulars of Technology Absorption, Foreign Exchange Earnings and Outgo.

The information required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is given by way of an Annexure-2 which forms part of this Report.

Acknowledgements

Your Directors wish to place on record their gratitude to the Bankers, Contractors, Joint Venture partners, Employees of the Company for their continued support. Your Directors take this opportunity to commend the continued commitment and dedication of employees at all levels and look forward for valuable sustained support and encouragement.

Date: August 10, 2011 For and on behalf of the

Place: Hyderabad Board of Directors

Chairman