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Directors Report of Kalpataru Power Transmissions Ltd.

Mar 31, 2014

Dear members,

The Directors are pleased to present the 33rd ANNUAL REPORT of your company together with the Audited Statement of Accounts for the year ended March 31, 2014.

FINANCIAL HIGHLIGHTS (Rs. in Crores)

2013-2014 2012-2013

Total Revenue 4,225.13 3,469.08

Profit before Depreciation 288.62 247.80

Less: Depreciation 69.54 52.25

Profit before Tax 219.08 195.55

Less: Provision for Tax including 72.71 57.89 Deferred Tax

Net Profit after Tax 146.37 137.66

Add: Surplus brought forward from 794.75 715.31 previous year

Profit available for appropriation: 941.12 852.97 APPROPRIATIONS :

Transfer to General Reserve 30.00 30.00

Transfer to Debenture Redemption - 2.00 Reserve

Proposed Dividend on Equity Shares 23.02 23.02

Corporate Tax on Proposed Dividend 3.36 3.20

Balance carried to Balance Sheet 884.74 794.75

TOTAL 941.12 852.97

OPERATIONAL HIGHLIGHTS

The gross revenue of the Company grew by 21.8% to Rs. 4,225.13 Crores as against Rs. 3,469.08 Crores in the previous year. Total Export Turnover (including overseas projects) was Rs. 1,838.46 crores or approx. 43.5% of revenues in 2013-14.

The net profit for the year stood at Rs. 146.37 Crores as against Rs. 137.66 Crores in 2012-13.

Your company has supplied 178,209 MTs of Transmission Line Towers as against 142,745 MTs in preceding year, which is higher by 24.8%.

Your company has an order book of over Rs. 6,500 Crores excluding fairly placed bids.

The consolidated gross revenue of the Company grew by 16.6% to Rs. 7,235 Crores as against Rs. 6,206.49 Crores

DIVIDEND

Your Directors are also pleased to recommend dividend for the year ended March 31, 2014 @ Rs. 1.50 (75%) per equity share of Rs. 2 each considering overall profitability and growth of Company.

TRANSMISSION BOOT PROJECT

During the year under review, Jhajjar KT Transco Pvt Ltd. (SPV of your company) has been awarded Silver Shield for the year 2011-12 in the category of ''Early Completion of Transmission Projects'' by Ministry of Power for Jhajjar Power Transmission Project.

During the year company has formed a new SPV namely Kalpataru Satpura Transco Private Limited (KSTPL), which is wholly owned subsidiary of the Company, for its second DBFOT project from Madhya Pradesh State Electricity Board to build, own, operate and transfer 240 kms, 400 KV double circuit power transmission line between Satpura to Ashta, under Viability Gap Funding. KSTPL has achieved financial closure of the project. The project is progressing as per the schedule and expected to be commissioned on time.

SUBSIDIARIES

*. JMC Projects (India) Ltd. & its subsidiaries (JMC):

JMC has reported consolidated revenue of Rs. 2,672.29 crores as against Rs. 2,549.67 crores, which is 4.8% higher than the previous year. Profit/(Loss) before tax as well as profit/(loss) after tax stood at Rs. (3.26) crores and Rs. (10.61) crores as against Rs. 6.19 crores and Rs. 8.58 crores respectively.

JMC is executing 4 road BOT projects out of which 2 have already started tolling on provisional COD basis. Another project would be operational in 2014-15. Construction of the 4th project is under progress and expected to be commissioned on time.

JMC has a strong order book of Rs. 5,100 crores. Your company has invested Rs. 219.23 crores in JMC and holds 67.19% stake.

*. Shree Shubham Logistics Ltd (SSLL):

In reporting period, SSLL has achieved a turnover of Rs. 377.97 crores as against Rs. 243.21 crores, registering a growth of 55.41%. SSLL reported profit of Rs. 22.18 crores as against Rs. 14.59 crores.

Currently, SSLL is operating and managing over 147 warehouses (owned & leased) with total storage capacity of over 17 lakh Metric Tonnes across states of Rajasthan, Gujarat, Madhya Pradesh and Maharashtra. In order to play a pivotal role in the burgeoning Agri-business in India, SSLL further plans of expansion in the states of Andhra Pradesh, Chhattisgarh, Delhi and Uttar Pradesh and would be developing an additional storage capacity of around 5 Lacs MT.

At the year end, investment of your Company in SSLL was Rs. 105.90 crore (Rs. 211.35 crore) as equity shares, preference share capital and loan. SSLL is 76.6% Subsidiary of your company.

*. Energylink (India) Ltd (ELL):

ELL through its 100% subsidiary namely, Saicharan Properties Limited which has land to implement commercial cum residential project in Indore. This project is expected to commence construction during financial year 2014-15.

At the year end, investment of your Company in ELL was Rs. 183.77 crores as capital and loan. ELL is a Wholly Owned Subsidiary of your Company.

*. Amber Real Estate Ltd. (Amber):

Amber has completed construction & development of commercial building for IT/Software Technology Park at

Thane, Maharashtra during the year under review. At the year end, investment of your Company in Amber was Rs. 178.52 crore as capital and loan. It is a Wholly Owned Subsidiary of your Company.

*. Adeshwar Infrabuild Ltd.(Adeshwar):

Adeshwar was incorporated to venture into new areas of business which can be conveniently or advantageously run by company in the coming years which may include mining, cement, etc. At the year end, investment of your Company in Adeshwar was Rs. 0.26 crore as capital and loan. It is a Wholly Owned Subsidiary of your Company.

*. Kalpataru Power Transmission-USA, INC.

This company was incorporated to increase focus on American markets with local presence. Total income of the company for the year was Rs. 9.75 crore (Rs. 2.14 crore) with Loss of Rs. 1.16 crore (Rs. 0.99 crore). Your Company has invested Rs. 2.28 crore (Rs. 2.28 crore) as capital and loan in this company. It is a Wholly Owned Subsidiary of your Company.

*. Kalpataru SA (Proprietary) Ltd.:

This Company was formed in South Africa to bid for EPC Power Transmission jobs in South Africa. Your Company has invested Rs. 0.32 crore towards equity capital in this company. It is a Wholly Owned Subsidiary of your Company.

*. Kalpataru Power Transmission (Mauritius) Ltd.(KPTML):

This Company was incorporated to engage in investment holding activities. Your Company has invested Rs. 6.7 crore (Rs. 3.54 crore) as capital and loan in this Company. It is a Wholly Owned Subsidiary of your Company.

KPTML has a 100% wholly owned subsidiary in Dubai, namely Kalpataru Power JLT in DMCC of UAE. Total income of the Company for the year was Rs. 29.9 crore with a profit of Rs. O.44 crore. KPTML has invested Rs. 6.37 crore (Rs. 3.26 crore) as capital and loan in this company.

*. Kalpataru Power Transmission Ukraine:

This Company was incorporated to explore & execute Power Transmission contracts in Ukraine. Total income of the Company for the year was Rs. 188.47 crore with a profit of Rs. 2.55 crore. Your company made an investment of Rs. 0.27 crore (Rs. 0.27 crore) towards equity capital in this Company. It is a Wholly Owned Subsidiary of your Company.

*. Kalpataru Power Transmission Nigeria Ltd:

The Company was incorporated to explore the Power Transmission market in Nigeria. Your company has invested Rs. 0.87 crore (Rs. 0.82 crore) towards equity capital and loan in this company. It is a Wholly Owned Subsidiary of your company.

During the year under review, Kalpataru Power Transmission International BV, Netherland (financial holding company of Brazilian Company) and Kalpataru Industria E Commercio S.A., Brazil have been closed on account of uncertainety to take up any business in Brazilian market.

At the beginning of year, the Company had 18 direct and indirect subsidiary companies. During the year under review, one subsidiary company has been incorporated in India to implement the BOOT Project and two subsidiary companies have been closed. Accordingly, the number of direct and indirect subsidiaries of the Company is 17 as on the date of this Report. The statement pursuant to Section 212 (1) (e) of the Companies Act, 1956 containing details of these subsidiaries forms part of the Annual Report.

The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2 dated 8th February 2011 has granted a general exemption from compliance with Section 212 of the Companies Act, 1956, subject to fulfillment of conditions stipulated in the circular. The Company has satisfied the conditions stipulated in the circular and hence is entitled to the exemption.

The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Audited Consolidated Financial Statements pursuant to Listing Agreement entered into with the Stock Exchanges and prepared in accordance with Accounting Standards prescribed by the Institute of Chartered Accountants of India. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies and jointly controlled entities.

DIRECTORS

Mr. K. V. Mani was appointed as an Additional Director and designated as an Independent Director of the Company w.e.f. 19th January, 2014. Pursuant to Section 161 of the Companies Act, 2013 and Articles of Association of the Company, Mr. K. V. Mani holds office upto the date of the ensuing Annual General Meeting. The Company has received a notice in writing from a member of the Company signifying his candidature for the office of the Board of Directors of the Company.

The Company had, pursuant to the provision of Clause 49 of the Listing Agreement entered into with the Stock Exchange, appointed Mr. Sajjanraj Mehta, Mr. Vimal Bhandari, Mr. Narayan Seshadri, Mr. Mahendra G. Punatar and Mr. K. V. Mani as an Independent Director of the Company. As per section 149 (4) of the Companies Act, 2013, which came into effect from 1st April, 2014, every listed Company is required to have at least one-third of the total number of directors as Independent Directors.

In accordance of the provision of Section 149 of the Companies Act, 2013, these Directors are being appointed as an Independent Director for a period of 5 years w.e.f. 1st April, 2014. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section 6 of Section 149 of the Companies Act, 2013 and under clause 49 of the Listing Agreement.

Mr. Parag M. Munot is liable to retire by rotation at ensuing Annual General Meeting. Mr. Mofatraj P. Munot and Mr. Parag M. Munot have been associated with the Company for over 2 decades and have been instrumental in the growth and expansion of the Company. In light of their substantial ownership interest in the Company and their continued contribution to the development of the Company, at the ensuing Annual General Meeting (i) the terms of appointment of Mr. Mofatraj P. Munot as a Director are being varied such that the office of Mr. Mofatraj P. Munot will not liable to retire by rotation; and (ii) Mr. Parag M. Munot is being reappointed as a Director whose office will not liable to retire by rotation, as the term of his office expires at this Annual General Meeting.

The Company has received a notice in writing from a member of the Company signifying Mr. Parag M. Munot''s candidature for the office of the Board of Directors of the Company.

Mr. Manish Mohnot was appointed as a Director by the shareholders of the Company at the Annual General Meeting held on 14th July 2007 and Mr. Ranjit Singh was appointed as a Director by the shareholders of the Company at the Annual General Meeting held on 25th July 2013, each of whose offices are presently not liable to retire by rotation. In order to comply with the requirement of 152(6) of the Companies Act, 2013, in terms of which not more than 2 (two) Directors on the Board can be appointed as Directors whose office are not liable to retire by rotation, the terms of Mr. Manish Mohnot''s and Mr. Ranjit Singh''s appointment as Directors are being varied at the ensuing Annual General Meeting such that Mr. Manish Mohnot and Mr. Ranjit Singh be appointed as Directors whose offices shall be liable to retire by rotation.

A brief resume of directors being appointed / reappointed with the nature of their expertise, their shareholding in the Company and other details as stipulated under clause 49 of the Listing Agreement is appended as an annexure to the Notice of the ensuing Annual General Meeting.

STATEMENT OF DIRECTORS'' RESPONSIBILITY

Pursuant to requirement under Section 217(2AA) of the Companies Act, 1956, Directors based on representations received from Operating Management, confirm:

(i) That in the preparation of the annual accounts for the financial year ended March 31, 2014, the applicable accounting standards had been followed;

(ii) That Directors had 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 and of the profit of the company for the year;

(iii) That the Directors had 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;

(iv) That the Directors had prepared the annual accounts for the financial year ended March 31, 2014 on a "going concern" basis.

FIXED DEPOSITS

Your company has not accepted fixed deposits from the public within provisions of Section 58-A and 58-AA of the Companies Act, 1956.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from to time to time on due dates, to the Investor Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 25th July, 2013 (date of last Annual General Meeting) on the Company''s website (www.kalpatarupower. com), as also on the Ministry of Corporate Affairs'' website.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE

As per Clause 49 of listing agreement with the Stock Exchanges, a separate section on Management Discussion and Analysis outlining the business of the Company alongwith report on Corporate Governance is set out in Annexure forming part of this Report.

Your company has been practicing principles of good corporate governance over the years. Your Board of Directors supports broad principles of corporate governance. In addition to basic governance issues, Board lays strong emphasis on transparency, accountability and integrity.

AUDITOR AND AUDITORS'' REPORT

Board of Directors has recommended appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants as auditors of your company who retire at the conclusion of forthcoming Annual General Meeting and are eligible for re-appointment.

M/s. Deloitte Haskins & Sells, Chartered Accountants have given their consent to act as auditors, if re-appointed. Members are requested to consider their re-appointment from the conclusion of this annual general meeting till the conclusion of the annual general meeting of the financial year 2017-18 i.e. for a period

4 year ending on 31st March 2018. Auditors comments on your company''s accounts for year ended March 31, 2014 are self explanatory in nature and do not require any explanation as per provisions of Section 217(3) of the Companies Act, 1956.

COST AUDITORS:

M/s. K.G. Goyal & Associates, Cost Accountants has been appointed as Cost Auditor of the Company for the financial year 2013-14. The due date for filing the Cost Audit Reports in XBRL mode for the financial year ended March 31, 2013 was September 27, 2013 and the Cost Audit Reports were filed by the Cost Auditor on September 25, 2013.

PARTICULARS OF EMPLOYEES

In terms of provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, names and other particulars of employees are required to be set out in Annexure to the Directors'' Report. However, as per provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding aforesaid information is being sent to all the Members of company and others entitled thereto. Members who are desirous of obtaining such particulars are requested to write to company.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE INFLOW & OUTFLOW

Information required under Section 217(1) (e) of the Companies Act, 1956 is annexed hereto and forms part of this Report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude to the shareholders of the Company, Banks, Financial Institutions, valued Customers, Suppliers and Business Associates for their support and confidence in the Company.

Your Directors gratefully appreciate the co-operation and assistance extended by various Central and State Governmental Agencies. Your Directors also place on record their appreciation for overwhelming co-operation and assistance extended to your company by its employees.

On behalf of the Board of Directors

Place: Mumbai Mofatraj P. Munot Date: August 4, 2014 Chairman


Mar 31, 2013

TO. THE MEMBERS,

The Directors are pleased to present the 32nd ANNUAL REPORT of your company together with the Audited Statement of Accounts for the year ended March 31, 2013.

FINANCIAL RESULTS (Rs. in billion)

2012-2013 2011-2012

Total Revenue 34.69 31.43

Profit before Depreciation 2.48 2.72

Less: Depreciation 0.52 0.48

Profit before Tax 1.96 2.24

Less: Provision for Tax including 0.58 0.59 Deferred Tax

Net Profit after Tax 1.38 1.65

Add: Surplus brought forward from 7.15 6.13 previous year

Profit available for appropriation: 8.53 7.78

APPROPRIATIONS :

Transfer to General Reserve 0.30 0.30

Transfer to Debenture Redemption 0.02 0.07 Reserve

Proposed Dividend on Equity 0.23 0.23 Shares

Corporate Tax on Proposed 0.03 0.03 Dividend

Balance carried to Balance Sheet 7.95 7.15

TOTAL 8.53 7.78

DIVIDEND

Your Directors are also pleased to recommend dividend for the year ended March 31, 2013 @ Rs. 1.50 (75%) per equity share of Rs. 2 each considering overall profitability and growth of Company.

OPERATIONAL HIGHLIGHTS

The gross revenue of the Company grew by 10.4% to Rs. 34.69 billion (USD 638 million) as against Rs.31.43 billion (USD 614 million) in the previous year. Total Export Turnover (including overseas projects) was Rs. 12.94 billion (USD 238 million) or approx. 37% of revenues in 2012-13.

The net profit for the year stood at Rs.1.38 billion (USD 25 million) as against Rs.1.65 billion (USD 32 million) in 2011-12.

Your company has supplied 142,745 MT of Transmission Line Towers as against 1,30,903 MT in preceding year, which is higher by 9%.

Your company has an order book of over Rs.68 billion (USD 1.25 billion) excluding fairly placed bids.

Your Company has commenced commercial production of transmission tower at its Greenfield, State of Art facility at Raipur Chhattisgarh having total production capacity of 55,000 MT With this expansion, your Company''s total production capacity has reached over 180,000 MT and your Company has become largest tower manufacturing company of India and one of the largest of Globe.

Transmission BOOT Project

The first intra state transmission DBFOT(Development of a 400 kV/220 kV transmission system for the evacuation of electricity from the 2 x 660 MW thermal power plant at Jhajjar, Haryana) project for Harayana Vidhyut Prasaran Nigam Ltd has been commissioned by SPV of your Company and is running successfully above the committed load level.

Your Company is successful in securing one more DBFOT project from Madhya Pradesh State Electricity Board to built, own, operate & transfer 240 Kms, 400 KV Double Circuit Power Transmission line between Satpura to Ashta, under Viability Gap Funding for concession period of 25 years with construction period of 15 months with optional extension of 10 years on annuity basis.

SUBSIDIARIES

JMC Projects (India) Ltd. & its subsidiaries (JMC):

JMC has reported consolidated revenue of Rs.25.56 billion (USD 470 million) as against Rs.20.76 billion (USD 407 million), which is 23% higher than the previous year. Profit before tax as well as profit after tax stood at Rs.62 million and Rs.86 million as against Rs.576 million and Rs.452 million respectively

JMC is executing 4 road projects on DBFOT basis, out of which 3 are for NHAI and one for MPRNL. Out of 4 projects, 2 are expected to be commissioned in financial year 2013-14 and other 2 are expected to be commissioned in financial year 2014-15.

JMC has a strong order book exceeding Rs. 56 billion (USD 1.03 billion). Your company has invested Rs. 2.19 billion in JMC and holds 67.19% stake.

Shree Shubham Logistics Ltd (SSLL):

In reporting period, SSLL has achieved a turnover of Rs. 2.43 billion as against Rs. 2.04 billion, registering a growth of 19%. SSLL reported profit of Rs. 146 million as against Rs. 32 million.

SSLL has signed an agreement with Tano India Private Equity Fund II to raise Rs. 0.8 billion to fund its capacity expansion plan. Tano made a choice of SSLL as it follows a differentiated and scalable model in the agri-logistics space.

Currently, SSLL is operating and managing 90 warehouses (owned & leased) with storage capacity of around 1.1 million Metric Tonnes and total floor plate area of around 6.0 Million Sq. Ft in the states of Rajasthan, Gujarat & Madhya Pradesh. The company will expand this capacity to 1.5 million Metric Tonnes by end of this financial year and to nearly 2 million Metric Tonnes over the next two to three financial years with a pan India presence.

At the year end, investment of your Company in SSLL was Rs.2.11 billion as equity shares, preference share capital and loan. SSLL is an 85% subsidiary of your Company

Energylink (India) Ltd (ELL):

ELL plans to foray into real estate business for which ELL has formed 100% subsidiary namely, Saicharan Properties Limited which has land to implement commercial cum residential project in Indore. This project is expected to commence construction during financial year 2013-14.

At the year end, investment of your Company in ELL was Rs.1.67 billion as capital and loan. ELL is a Wholly Owned Subsidiary of your Company.

Amber Real Estate Ltd. (Amber):

Amber has created a 0.32 Million Sq. Ft. of leasing space for IT/ Software Technology Park at Thane, Mumbai at cost of Rs.1.60 billion, which has recently got occupancy certificate. At the year end, investment of your Company in Amber was Rs.1.33 billion as capital and loan and it is a Wholly Owned Subsidiary of your Company Adeshwar Infrabuild Ltd.(Adeshwar):

Adeshwar was incorporated to venture into new areas of business which can be conveniently or advantageously run by company in the coming years which may include mining, cement, etc. At the year end, investment of your Company in Adeshwar was Rs. 2.55 million as capital and loan. It is a Wholly Owned Subsidiary of your Company.

Kalpataru Power Transmission-USA, INC.

This company was incorporated to increase its focus on American markets with local presence. Total income of the company for the year was Rs. 21.44 million with Loss of Rs. 9.87 million. Your Company has invested Rs. 22.82 million as capital and loan in this company. It is a Wholly Owned Subsidiary of your Company Kalpataru SA (Proprietary) Ltd.:

This Company was formed in South Africa to bid for EPC Power Transmission jobs in South Africa. Your Company has invested Rs.6.40 million towards equity capital in this company. It is a Wholly Owned Subsidiary of your Company

Kalpataru Power Transmission Nigeria Ltd.:

This Company was incorporated to explore the Power Transmission market in Nigeria. Your company has invested Rs. 8.25 million towards equity capital and loan in this company. It is a Wholly Owned Subsidiary of your Company Kalpataru Power Transmission (Mauritius) Ltd.(KPTML):

This Company was incorporated to engage in investment holding activities. Your Company has invested Rs. 35.42 million as capital and loan in this Company It is a Wholly Owned Subsidiary of your Company KPTML has a 100% wholly owned subsidiary in Dubai, namely Kalpataru Power JLT in DMCC of UAE. KPTML has invested Rs. 32.64 million as capital and loan in this company

Kalpataru Power Transmission International BV, Netherland (KPTIBV). :

This Company was incorporated as financial holding company Your Company has Rs. 34.80 million as capital and loan in this Company. It is a Wholly Owned Subsidiary of your Company.

During the year, this company has formed a 100% wholly owned subsidiary in Brazil, namely Kalpataru Industria E Commercio S.A., Brazil, in which KPTIBV has invested Rs. 24.10 million as capital.

Kalpataru Power Transmission Ukraine:

This Company was incorporated to explore & execute Power Transmission contracts in Ukraine. Your company made an investment of Rs.2.73 million towards equity capital in this Company It is a Wholly Owned Subsidiary of your Company

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company.

Your Directors have pleasure in attaching the Audited Consolidated Financial Statements pursuant to Listing Agreement entered into with the Stock Exchanges and prepared in accordance with Accounting Standards prescribed by the Institute of Chartered Accountants of India.

The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies and jointly controlled entities.

DIRECTORS

Mr. Ranjit Singh was appointed as an Additional Director of the Company w.e.f. 31st October, 2012. Pursuant to Section 260 of the Companies Act, 1956 and Article 114 of Articles of Association of the Company, Mr. Ranjit Singh hold office upto the date of the ensuing Annual General Meeting. The Company has received a notice in writing from a member of the Company signifying his candidature for the office of the Board of Director of the Company

Mr. Ranjit Singh was appointed as a Managing Director of the Company for a period of 5 year w.e.f. 1st November, 2012.

Mr. Pankaj Sachdeva has resigned as a Director and Managing Director of the Company w.e.f. 31st October, 2012. The Directors would like to place on record their sincere appreciation of the contribution made by Mr. Pankaj Sachdeva during his tenure on the Board since 2008.

In accordance with provisions of Section 256 of the Companies Act, 1956 and the Articles of Association of your company Mr. Mofatraj P. Munot and Mr. Sajjanraj Mehta are liable to retire by rotation at ensuing Annual General Meeting and being eligible they have offered themselves for re-appointment.

A brief resume of directors being appointed / reappointed with the nature of their expertise, their shareholding in the Company as stipulated under clause 49 of the Listing Agreement is appended as an annexure to the Notice of the ensuing Annual General Meeting.

STATEMENT OF DIRECTORS'' RESPONSIBILITY

Pursuant to requirement under Section 217(2AA) of the Companies Act, 1956, Directors based on representations received from Operating Management, confirm:

(i) That in the preparation of the annual accounts for the financial year ended March 31, 2013, the applicable accounting standards had been followed;

(ii) That Directors had 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 and of the profit of the company for the year;

(iii) That the Directors had 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;

(v) That the Directors had prepared the annual accounts for the financial year ended March 31, 2013 on a "going concern" basis.

FIXED DEPOSITS

During the year, your company has not accepted fixed deposits from the public within provisions of Section 58-A and 58-AA of the Companies Act, 1956.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS

As per Clause 49 of listing agreement with the Stock Exchanges, a separate section on Corporate Governance and Management Discussion and Analysis, confirming compliance is set out in Annexure forming part of this report.

Your company has been practicing principles of good corporate governance over the years. Your Board of Directors supports broad principles of corporate governance. In addition to basic governance issues, Board lays strong emphasis on transparency, accountability and integrity,

AUDITORS AND AUDITORS'' REPORT

Board of Directors have recommended appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants as auditors of your company who retire at the conclusion of forthcoming Annual General Meeting and are eligible for re-appointment.

M/s. Deloitte Haskins & Sells, Chartered Accountants have given their consent to act as auditors, if re-appointed. Members are requested to consider their re-appointment. Auditors comments on your company''s accounts for year ended March 31, 2013 are self explanatory in nature and do not require any explanation as per provisions of Section 217(3) of the Companies Act, 1956.

COST AUDITORS:

M/s. K.G. Goyal & Associates, Cost Accountants has been appointed as Cost Auditor of the Company for the financial year 2012-13.

The due date for filing the Cost Audit Reports in XBRL mode for the financial year ended March 31, 2012 was February 28, 2013 and the Cost Audit Reports were filed by the Cost Auditor on February 28, 2013.

PARTICULARS OF EMPLOYEES

In terms of provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, names and other particulars of employees are required to be set out in Annexure to the Directors'' Report. However, as per provisions of Section 219(1 )(b) (iv) of the said Act, the Annual Report excluding aforesaid information is being sent to all the Members of company and others entitled thereto. Members who are desirous of obtaining such particulars are requested to write to company

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE INFLOW & OUTFLOW

Information required under Section 217(1)(e) of the Companies Act, 1956 is annexed hereto and forms part of this Report,

ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude to the shareholders of the Company, Banks, Financial Institutions, valued Customers, Suppliers and Business Associates for their support and confidence in the Company

Your Directors gratefully appreciate the co-operation and assistance extended by various Central and State Governmental Agencies. Your Directors also place on record their appreciation for overwhelming co-operation and assistance extended to your company by its employees.

On behalf of the Board of Directors

Place: Mumbai MOFATRAJ P. MUNOT

Date: May 16, 2013 CHAIRMAN


Mar 31, 2012

The Directors have pleasure to present the 31st ANNUAL REPORT on the business and operations of your company together with the Audited Statement of Accounts for the year ended March 31, 2012.

FINANCIAL RESULTS (Rs. in billion)

2011-2012 2010-2011

Total Revenue 31.43 29.85

Profit before Depreciation 2.72 3.03

Less: Depreciation 0.48 0.46

Profit before Tax 2.24 2.57

Less: Provision for Tax 0.59 0.66 including Deferred Tax

Net Profit after Tax 1.65 1.91

Add: Surplus brought 6.13 4.87 forward from previous year

Profit available for 7.78 6.78 appropriation:

APPROPRIATIONS :

Transfer to General 0.30 0.30 Reserve

Transfer to Debenture 0.07 0.09 Redemption Reserve

Proposed Dividend on 0.23 0.23 Equity Shares

Corporate Tax on 0.03 0.03 Proposed Dividend

Balance carried to Balance 7.15 6.13 Sheet

TOTAL 7.78 6.78

DIVIDEND

Your Directors are also pleased to recommend dividend for the year ended March 31, 2012 @ Rs 1.50 (75%) per equity share of Rs2 each considering overall profitability and growth of Company.

FINANCIAL & OPERATIONS REVIEW

The gross revenue of the Company grew by 5.3% to Rs 31.43 billion (USD 614 million) as against Rs 29.85 billion (USD 584 million) in the previous year. Total Export Turnover (including overseas projects) was Rs 9.10 billion (USD 178 million) or approx.29% of revenues in 2011-12.

The net profit for the year stood at Rs 1.65 billion (USD 32 million) as against Rs 1.91 billion ( USD 37 million) in 2010-11.

Your company has supplied 130,903 MTs of Transmission Line Towers as against 129,217 MTs in preceding year, which is higher by 1.3%.

Your company has an order book of over Rs 61 billion (USD 1.17 billion) excluding fairly placed bids.

Having 108,000 MTs of production capacity at Gandhinagar, Gujarat, your company has planned to expand its capacity by further 30,000 MTs by creating ultra modern state of the art manufacturing capacity near Raipur in the state of Chhattisgarh to cater the demand in eastern and southern region of India having promising market going forward. It is expected to achieve the Commercial Production by October, 2012.

Transmission BOOT Project

Company has successfully completed and commissioned its first transmission BOOT project in the month of March, 2012, which was under SPV namely, Jhajjar KT Transco Pvt. Ltd. It is first state level DBFOT project, which is completed by your company in joint venture.

The project was completed in record time of 15 months, overcoming all site level execution challenges. SPV has initial concession period of 25 years with an options of extension for another 10 years. The SPV will receive terminal value equivalent to 30 months revenue i.e. approx. Rs 1.35 billion at the end of 25th year of concession period in case the concession period does not get extended to 35 years.

SUBSIDIARIES

JMC Projects (India) Ltd. & its subsidiaries (JMC):

JMC has reported consolidated revenue of Rs 20.83 billion (USD 407 million) as against Rs 13.83 billion (USD 270 million), which is 51% higher than the previous year. Profit before tax as well as profit after tax stood at Rs 576 million and Rs 452 million as against Rs 476 million and Rs 355 million respectively.

JMC is executing 2 DBFOT basis road project for NHAI and also in receipt of two more DBFOT basis projects during reporting period which are 1. BOT Road project from Nagpur to Wainganga on Toll basis in Maharashtra for NHAI & 2. BOT Road project - 4 Laning of Rewa- MP /UP Border on NH7 Road in Madhya Pradesh for NHAI

JMC has a strong order book exceeding Rs 56 billion (USD 1.09 billion). The company has invested Rs 2.19 billion and holds 67.19% stake in JMC.

Shree Shubham Logistics Ltd (SSLL):

In reporting period, SSLL has achieved a turnover of Rs 2.04 billion as against Rs 1.36 billion, registering a growth of 49%. SSLL reported profit of Rs 32 million as against Rs 24 million.

SSLL has done financial closure of its 2nd phase of expansion in Rajasthan, Madhya Pradesh and Maharashtra at cost of around Rs 2.80 billion, which is expected to be over by June, 2013.

At the year end, investment of your company in SSLL was Rs 1.35 billion as equity shares, preference share capital and loan. SSLL is an 85% Subsidiary of your company.

Energylink (India) Ltd (ELL):

ELL plans to foray into real estate business and for which EIL has 100% subsidiary named, Saicharan Properties Limited which has land to implement commercial cum retail project in Indore. This project is expected to commence construction in 2013.

At the year end, investment of your company in ELL was Rs 1.53 billion as capital and loan. ELL is a Wholly Owned Subsidiary of your company.

Amber Real Estate Ltd. (Amber):

Amber is in process of creating leasing space for IT/Software Technology park at Thane, Mumbai is expected to be completed by June, 2012. At year end, investment of your company in Amber was Rs 523 million as capital and loan and it is a Wholly Owned Subsidiary of your company.

Adeshwar Infrabuild Ltd. (Adeshwar):

Adeshwar was incorporated as wholly owned subsidiary to venture into new areas of business which can be conveniently or advantageously run by company in the coming years which may include mining, cement etc. At the year end, investment of your company in Adeshwar was Rs 2.55 million as capital and loan. It is a Wholly Owned Subsidiary of your company.

Jhajjar Power Transmission Private Ltd.(JPTPL)

JPTPL was incorporated as a subsidiary company for doing transmission project on BOOT, BOOM, DBFOT basis. At the year end, investment in JPTPL was Rs 0.51 lacs as share capital. JPTPL is an 51% subsidiary of your company.

Kalpataru Power Transmission-USA, INC.

This company was incorporated as a 100% subsidiary of your company to increase its focus on American markets with local presence. Total income of the company for the year was Rs 117 million with profit of Rs 1.08 million. Your company has invested Rs 22.8 million as capital and loan in this company.

Kalpataru SA (Proprietary) Ltd.:

This Company was formed in South Africa to bid for EPC Power Transmission jobs in South Africa. During the year, this Company become wholly owned subsidiary of your Company on purchase of shares from erstwhile JV partner. Your company made investment of Rs 6.4 million towards equity capital and other expenses.

Kalpataru Power Transmission Nigeria Ltd.:

This Company was incorporated as a 100% subsidiary of your Company to explore the Power Transmission market in Nigeria. Your company made an investment of Rs 7.6 million towards equity capital and loan.

Kalpataru Power Transmission (Mauritius) Ltd.(KPTML):

This Company is a 100% subsidiary, in which your Company has invested Rs 17 million as capital and loan.

During the year, this Company has incorporated a 100% wholly owned subsidiary in Dubai, namely Kalpataru Power JLT in DMCC of UAE, in which KPTML has invested Rs 14 million as capital and loan.

Kalpataru Power Transmission Netherland International BV:

This company is incorporated as 100% subsidiary of your Company, in which your company has invested Rs 1.2.million as capital and loan.

STATEMENT OF DIRECTORS' RESPONSIBILITY

Pursuant to requirement under Section 217(2AA) of the Companies Act, 1956, Directors based on representations received from Operating Management, confirm:

(i) That in the preparation of the annual accounts for the financial year ended March 31, 2012, the applicable accounting standards had been followed;

(ii) That Directors had 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 and of the profit of the company for the year;

(iii) That the Directors had 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;

(iv) That the Directors had prepared the annual accounts for the financial year ended March 31, 2012 on a "going concern" basis.

Corporate Governance

As per Clause 49 of listing agreement with the Stock Exchanges, a separate section on Corporate Governance and Management Discussion and Analysis, confirming compliance is set out in Annexure forming part of this report.

Your company has been practicing principles of good corporate governance over the years. Your Board of Directors supports broad principles of corporate governance. In addition to basic governance issues, Board lays strong emphasis on transparency, accountability and integrity.

DIRECTORS

In accordance with provisions of the Companies Act, 1956 and the Articles of Association of your company, Mr. Vimal Bhandari, Mr. Narayan Seshadri, Mr. Parag Munot are liable to retire by rotation at ensuing Annual General Meeting and being eligible they have offered themselves for re-appointment.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Audited Consolidated Financial Statements pursuant to Listing Agreement entered into with the Stock Exchanges and prepared in accordance with Accounting Standards prescribed by the Institute of Chartered Accountants of India.

SUBSIDIARIES

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member pf the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies and jointly controlled entities.

AUDITORS AND AUDITORS' REPORT

Board of Directors have recommended appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants as auditors of your company who retire at the conclusion of forthcoming Annual General Meeting and are eligible for re-appointment.

M/s. Deloitte Haskins & Sells, Chartered Accountants have given their consent to act as auditors, if re-appointed. Members are requested to consider their re-appointment. Auditors comments on your company's accounts for year ended March 31, 2012 are self explanatory in nature and do not require any explanation as per provisions of Section 217(3) of the Companies Act, 1956.

COST AUDITORS:

M/s. K.G. Goyal & Associates, Cost Accountants has been appointed as Cost Auditor of the Company in compliance with Central Government's order F. No.52/26/CAB-2010 dtd.

02/05/2011 and 30/06/2011, Notification No.G.S.R.429(E) dtd. 03/06/2011 and Circular No.15/2011 issued by Ministry of Corporate Affairs for conducting cost audit and issuance of compliance report respectively under the provisions of section 233B of the Companies Act, 1956 for the financial year 2011-12.

PARTICULARS OF EMPLOYEES

In terms of provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, names and other particulars of employees are required to be set out in Annexure to the Directors' Report. However, as per provisions of Section 219(1)

(b)(iv) of the said Act, the Annual Report excluding aforesaid information is being sent to all the Members of company and others entitled thereto. Members who are desirous of obtaining such particulars are requested to write to company.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE INFLOW & OUTFLOW

Information required under Section 217(1)(e) of the Companies Act, 1956 is annexed hereto and forms part of this Report.

DEPOSITS

Your company has not accepted deposits from the public within provisions of Section 58-A and 58-AA of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude to the shareholders of the Company, Banks, Financial Institutions, valued Customers, Suppliers, and Business Associates for their support and confidence in the Company.

Your Directors gratefully appreciate the co-operation and assistance extended by various Central and State Governmental Agencies. Your Directors also place on record their appreciation for overwhelming co-operation and assistance extended to your company by its employees.

On behalf of the Board of Directors

Place: Mumbai MOFATRAJ P. MUNOT

Date: May 21 , 2012 CHAIRMAN


Mar 31, 2011

The Directors have pleasure to present the 30th ANNUAL REPORT on the business and operations of your company together with the Audited Statement of Accounts for the year ended March 31, 2011.

2010-2011 2009-2010

PARTICULARS (Rs. in billion) (Rs. in billion)

FINANCIAL RESULTS

Total Revenue 29.85 27.13

Profit before Depreciation 3.03 2.66

Less: Depreciation 0.46 0.38

Profit before Tax 2.57 2.28

Less: Provision for Tax 0.69 0.56

Less: Provision for deferred Tax (0.03) 0.01

Net Profit after Tax 1.91 1.71

Add: Surplus brought forward from previous year 4.87 3.76

Add: Prior years adjustments - -

Profit available for appropriation 6.78 5.47

APPROPRIATIONS :

Transfer to General Reserve 0.30 0.25

Transfer to Debenture Redemption Reserve 0.09 0.09

Proposed Dividend on Equity Shares 0.23 0.23

Corporate Tax on Proposed Dividend 0.03 0.03

Balance carried to Balance Sheet 6.13 4.87

6.78 5.47

DIVIDEND

Your Directors are pleased to recommend payment of dividend for the year ended March 31, 2011 @ Rs.1.50 (75%) per equity share of Rs.2 each considering overall prefi bility and growth of Company.

QIB Issue and Sub-division of Shares:

Fuel the growth plan of the Company and its subsidiaries, Company has raised Rs.4.50 billion on issuance of 4,192,114 Equity Shares to Qualifi ed Institutional Buyers (QIB) at a price of Rs.1,074.20 per share. As per the object of the QIB issue the QIB Fund is mainly used investment in subsidiary companies, SPV company, Capital Expenditure, stratagic diversifi cation/ investment and unutilised funds are temporarily invested in Mutual Funds and Bank Deposits.

Further Company has sub-divided its equity shares of Rs.10/- each to Rs.2/- each on 8th September, 2010 to make the stock more liquid for the shareholders and prospective investors.

FINANCIAL & OPERATIONAL REVIEW

The gross revenue of the Company grew by 10% to Rs.29.85 billion (USD 669 million) as against Rs.27.13 billion (USD 601 million) in the previous year. Total Export Turnover (including overseas projects) was Rs. 9.70 billion (USD 217 million) or approx. 32% of gross revenues in 2010-11.

The company reported rise by 13% in Profit before tax of Rs.2.57 billion in 2010-2011 as against Rs.2.28 billion in 2009-10.

Your company has supplied 129,217 MTs of Transmission Line Towers as against 120,760 MTs in preceding year, which is higher by 7%.

Your company has an order book of over Rs.55 billion excluding fairly placed bids.

Having 108,000 MTs of production capacity at Gandhinagar, Gujarat, your company has planned to expand its capacity by further 30,000 MTs by creating ultra modern state of the art manufacturing capacity near Raipur in the state of Chhattisgarh to cater the demand in eastern and southern region of India having promising market going forward. Land acquisition is almost over and proposed facilities are expected to achieve commercial production by January, 2012.

Transmission BOOT Project

A SPV of your Company namely, Jhajjar KT Transco Pvt. Ltd. has successfully achieved Financial Closure of 1st DBFOT Project (VGF basis) of 400 KV, 100 Km. Power Transmission line from Jharli to Bawana Project from Haryana Vidyut Prasaran Nigam Ltd. (HVPNL). The SPV has secured term debt of Rs. 2.76 billion from consortium of lenders.

The project has to be completed over a period of 14 months from the date of financial closure. The SPV has also obtained transmission licence from Haryana Electricity Regulatory Commission (HERC ) to construct and operate this line for initial concession period of 25 years with an options of extension for another 10 years.

The SPV will receive terminal value equivalent to 20 months revenue i.e. approx. Rs. 1 billion at the end of 25th year of concession period in case the concession period does not get extended to 35 years. The project is progressing as per schedule and both SPV partners are working towards achieving the commssioning before time.

SUBSIDIARIES

JMC Projects (India) Ltd. and its subsidiaries (JMC):

JMC has reported consolidated revenue of Rs. 13.85 billion (USD 310 million) as against Rs.13.25 billion (USD 297 million) in corresponding period. Profit before tax as well as Profit after tax stood at Rs.475 million and Rs.372 million as against Rs.531 million and Rs.396 million in the previous year respectively. The company could not achieve the desired growth due to delay in commencement of work in few projects due to external factors.

JMC has also received its 2 DBFOT basis project for Two Laning of Agra to Aligarh of NH-97 from NHAI.

JMC has an order book exceeding Rs.41.50 billion (USD 929 million). Your company has strengthened JMC in terms of its capital base and business profi le (through diversifi cation) which will enable the company to achieve rapid growth. The company has invested Rs.905 million through preferential allotment in JMC and on account of preferential allotment and open offer to existing shareholders, your companys stake in JMC increased to 67.19% from 53.01%.

Shree Shubham Logistics Ltd (SSLL):

In reporting period, SSLL has achieved a turnover of Rs.1,360 million as against Rs.884 million in corresponding period, registering a growth of 54%. SSLL reported net Profit of Rs. 23.9 million as against loss of Rs.36.5 million in the corresponding period. The progress of company is satisfactory and expected to improve year on year.

At the year end, investment of your company in SSLL was Rs.1,091 million as equity shares, preference share and loan. SSLL is an 85% Subsidiary of your company.

Energylink (India) Ltd (ELL):

ELL plans to foray in to construction of commercial complexes and integrated township targeting middle and upper middle class households. ELL has 100% Subsidiary, Saicharan Properties Limited which has land to implement commercial cum retail project in Indore.

At the year end, investment of your company in ELL was Rs. 1.39 billion as capital and loan. ELL is a Wholly Owned Subsidiary of your company.

Amber Real Estate Ltd. (Amber):

Amber is in process of creating leasing space for IT/Software Technology park at Thane, Mumbai is expected to be completed in 2012. At year end, investment of your company in Amber was Rs. 265 million as capital and loan and it is a Wholly Owned Subsidiary of your company.

Saicharan Properties Ltd, 100% Subsidiary of Energylink (India) Ltd. (SPL):

SPL is proposing a commercial cum retail project in the heart of city of Indore where it has approximately 12,600 sq. meter of free hold land. Project completion would take 2-3 years from the date of commencement of construction. At the year end, investment by ELL in SPL was Rs. 1.38 billion as capital and loan.

Adeshwar Infrabuild Ltd. (Adeshwar):

Adeshwar was incorporated as wholly owned subsidiary to venture into new areas of business which can be conveniently or advantageously run by company in the coming year which may include mining, cement etc. At the year end, investment of your company in Adeshwar was Rs. 2.4 million as capital and loan. It is Wholly Owned Subsidiary of your company.

Jhajjar Power Transmission Private Ltd. (JPTPL)

During the year Company has incorporated one more subsidiary company for doing transmission project on BOOT, BOOM, DBFOT basis. At the year end, investment of your Company in JPTPL was Rs.0.51 lacs as capital.

Kalpataru Metfab Private Ltd. (KMPL)

This company was incorporated as a wholly owned subsidiary of your company during the year for venturing into newer business opportunities. At the year end, investment in KMPL was Rs.0.10 million as capital.

Kalpataru SA (Proprietary) Ltd.:

This Company was formed in South Africa to bid for EPC Power Transmission jobs in South Africa. This is a Joint Venture between your company and a local company named as PDNA Holdings (Pty) Ltd. who are 25.1% stakeholder in this company. Your Company made an initial investment of Rs.4.9 million towards equity capital and other expenses.

Kalpataru Power Transmission Nigeria Ltd.:

This Company was incorporated as a 100% subsidiary of your Company to explore the Power Transmission market in Nigeria. Your company made an investment of Rs.3.9 million towards equity capital and loan.

Kalpataru Power Transmission (Mauritius) Ltd.:

This company is a 100% subsidiary in which your company has invested Rs.2.0 million as capital and loan.

Kalpataru Power Transmission-USA, INC.

This company was incorporated as a 100% subsidiary of your company to increase our focus on American markets with local presence. This Company has received two start up orders worth Rs.98 Million. Total income of the company for the year was Rs. 12.93 million with loss of Rs. 2.60 million. Your company has invested Rs. 22.8 million as capital and loan in this company.

STATEMENT OF DIRECTORS RESPONSIBILITY

Pursuant to requirement under Section 217(2AA) of the Companies Act, 1956, Directors based on representations received from Operating Management, confi rm:

(i) That in the preparation of the annual accounts for the financial year ended March 31, 2011, the applicable accounting standards had been followed;

(ii) That Directors had 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 and of the Profit of the company for the year;

(iii) That the Directors had taken proper and suffi cient 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;

(iv) That the Directors had prepared the annual accounts for the fi nancial year ended March 31, 2011 on a "going concern" basis.

CORPORATE GOVERNANCE

As per Clause 49 of listing agreement with the Stock Exchanges, a separate section on Corporate Governance and Management Discussion and Analysis, confi rming compliance is set out in Annexure forming part of this report.

Your company has been practicing principles of good corporate governance over the years. Your Board of Directors supports broad principles of corporate governance. In addition to basic governance issues, Board lays strong emphasis on transparency, accountability and integrity.

DIRECTORS

In accordance with provisions of the Companies Act, 1956 and the Articles of Association of your company, Mr. Satya Pal Talwar, Mr. Mahendra G. Punatar and Mr. K.V. Mani are liable to retire by rotation at ensuing Annual General Meeting and being eligible they have offered themselves for re-appointment.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Audited Consolidated Financial Statements pursuant to Listing Agreement entered into with the Stock Exchanges and prepared in accordance with Accounting Standards prescribed by the Institute of Chartered Accountants of India.

SUBSIDIARIES

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Offi ce of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies and jointly controlled entities.

AUDITORS AND AUDITORS REPORT

One of the Joint Auditor of the Company, M/s. Kishan M. Mehta & Co., Chartered Accountants have shown their unwillingness to continue as Auditor of the Company due to their pre- occupation. The Board records its appreciation for their over two decades of valuable services rendered to your company.

The Board of Directors have proposed to reappoint M/s. Deloitte Haskins & Sells, Chartered Accountants as Statutory

Auditor of the Company, who have consented to act as auditors, if re-appointed. Members are requested to consider their re-appointment.

Auditors comments on your Companys accounts for year ended March 31, 2011 are self explanatory in nature and do not require any explanation as per provisions of Section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

In terms of provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, names and other particulars of employees are required to be set out in Annexure to the Directors Report. However, as per provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding aforesaid information is being sent to all the members of Company and others entitled thereto. Members who are desirous of obtaining such particulars are requested to write to Company.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE INFLOW & OUTFLOW

Information required under Section 217(1)(e) of the Companies Act, 1956 is annexed hereto and forms part of this Report.

DEPOSITS

Your company has not accepted deposits from the public within provisions of Section 58-A and 58-AA of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude to the shareholders of the Company, Banks, Financial Institutions, valued Customers, Suppliers and Business Associates for their support and confi dence in the Company.

Your Directors gratefully appreciate the co-operation and assistance extended by various Central and State Governmental Agencies. Your Directors also place on record their appreciation for overwhelming co-operation and assistance extended to your company by its employees.

On behalf of the Board of Directors

Place: Mumbai MOFATRAJ P. MUNOT

Date: May 16 , 2011 CHAIRMAN




Mar 31, 2010

The Directors have the pleasure to present the 29th ANNUAL REPORT on the business and operations of your company together with the Audited Statement of Accounts for the year ended March 31, 2010.

FINANCIAL RESULTS 2009-2010 2008-2009 Total Revenue 26.78 19.45 Profit before Depreciation 2.66 1.48 Less: Depreciation 0.38 0.27 Profit before Taxation 2.28 1.21 Less: Provision lor Taxation including Frinye Beneiitlax 0.56 0.23 Less: Provision tor deferred Taxation 0.01 0.03 Net Profit after Taxation 1.71 0.95 Add: Surplus brought forward from previous year 3.76 3.19 Profit available for appropriation: 5.47 4.14

APPROPRIATIONS : Transfer to General Reserve 0.25 0.12 Transfer to Debenture Redemption Reserve 0.03 0.20 Proposed Dividend on Equity Shares 0.23 0.20 Corporate Tax on Proposed Dividend 0.03 0.03 Balance carried to Balance Sheet 4.87 3.76 5.47 4.14 DIVIDEND

Your Directors are also pleased to recommend payment of dividend for the year ended March 31, 2010 @ Rs. 7.50 per equity share of Rs. 10 each on increased equity share capital of 30,692,114 Equity shares on account of allotment of 4,192,114 Equity shares to Qualilied institutional Buyers on May 6, 2010 under SEBI (ICDR) Regulation, 2009.

FINANCIAL & OPERATIONS REVIEW

Your companys strong order book and execution capabilities can be visualize by noticing an overall strong growth in terms of turnover and profitability. The gross revenue of the Company grew by 38% to Rs. 26.78 billion (USD .59 3 million) as against Rs. 19.45 billion (USD 431 million) in the previous year. Total Export Turnover (including overseas projects) was Rs. 11.58 billion (USD 256 million) or approx 43% of revenues in 2009-10 as against Rs. 5.19 billion (USD 102 million) in 2008-09.

The company reported growth of 89% in profit before tax of Rs. 2.28 billion in 2009-10 as against

Rs. 1.21 billion in 2008-09 on account of better management of material, project and working capital during the year.

Your company has supplied 1,20,760 MTs of Transmission Line Towers as against 89,477 MTs in preceding year, which is higher by 35%.

Your Company has successfully raised Rs. 4.50 billion by issue of further 4,192,1 14 Equity shares of Rs. 10 each at price of Rs. 1074.20 per shares to Qualilied Financial Institutions on May 6, 2010 under Chapter VIII of SEBI (ICDR) Regulation, 2009. The funds shall be used for capital expenditure, expansion of manufacturing capacity (transmission line towers), long-term investment in FFP, BOT, BOOT and BOOM projects, development of EPC services, further investment in existing divisions and subsidiaries and working capital purposes.

Your Company has secured its first Independent Power Transmission Company (lPTC) project in consortium for Harvana Vidvut Frasaran Nigam Ltd. to undertake development and operation / maintenance of the 100 kms 400 kV / 220 kV transmission system project through Public Private Partnership on Design, Build, Finance, Operate and Transfer basis for the evacuation of electricity from the 2 x 660 MW thermal power plant at Jhajjar, Harvana.

Your company has an order book of over Rs. 50 billion excluding fairly placed bills.

SUBSIDIARIES

JMC Projects (India) Ltd.

And its subsidiary (JMC):

JMC lias reported consolidated revenue of Rs. 13.13. billion (USD 291 million) as against Rs. 1.3.12 billion (USD 180 million) in corresponding period. Profit before tax as well as profit after tax stood at Rs. 5 31 million and Rs. 396 million as against Rs. 520 million and Rs. 368 million respectively. Abandonment of the major NHAI road project by the client and delay in commencement of lew power projects were the bottlenecks in achieving desired growth during the year.

JMC has also received its first DI3FOT basis project in consortium for Four Laning of Rohtak to Bawal of NH-71 of 8 3 kms from NHAI.

JMC has an order book exceeding Rs.26.71 billion (USD 66 3 million). Your company has strengthened JMC in terms of its capital base and business profile (through diversification) and improved financial discipline which will enable the company to achieve rapid growth. The company has invested Rs.942 million in JMC and holds 53.01% stake in JMC.

Shree Shubham Logistics Ltd (SSLL):

In reporting period, SSLL has achieved a turnover of Rs884 million as against Rs.560 million in corresponding period, registering a growth of 58%.SSLL reported loss of Rs. 5 3 million as against profit of Rs 3.6 million in the corresponding period on account of delay in operation at all warehousing facilities and interest expenses.

SSLL has made significant progess during the reporting period on following count:

- All own logistic parks are operational with capacity of above 189,000 metric tons.



- Majority of logistic: parks are accredited by NCDEX

- Strategic tie up with Rajasthan Ware Housing Corporation Ltd. to run their 38 warehouses having capacity of more than 405000 Metric Tons.

- Tied up with banks as collateral manager and service provider to expand the base amongst the farmers and trading community

At the year end, investment of your company in SSLL was Rs. 776 million as equity shares, preference share capital and loan. SSLL. is an 80% Subsidiary of your company.

Encrgylink (India) Ltd (ELL):

ELL plans to foray in to construction of commercial complexes and integrated township targeting; middle and upper middle class income households. ELL has also entered into MOU, tor setting up a Multi Product SEZ with Government of Gujarat during "Vibrant Gujarat", an investors Meet for Infrastructure development and is in the process of acquiring land near Ahmadabad tor the same. During the year company has acquired 100% stake in Saicharan Properties Limited which is in process of implementing commercial cum retail project in Indore.

At the year end, investment of your company in ELL was Rs.l .28 billion as capital and loan. ELL is a Wholly Owned Subsidiary of your company.

Amber Real Estate Ltd. (Amber):

Amber is in process of creating approx. 592,000 sq. feet leasing space for IT/SoftwareTechnology park at Thane, Mumbai is expected to be completed by Dec, 2011 . At year end, investment of your company in Amber was Rs. 192 million as capita! & loan and it is a Wholly Owned Subsidiary of your company.

Saicharan Properties Ltd, 100% Subsidiary of Encrgylink (India) Ltd.(SAI):

SAI is proposing a commercial cum retail project in the heart of city of Indore where it has approximately 12600 sq. meter of free hold land. The project is expected to be completed by March 2013. At the year end, investment of your company in Saicharan was Rs. 1.25 billion as capital and loan through ELL.

Adeshwar Infrabuild Ltd., (Adeshwar):

Adeshwar was incorporated during the year as wholly owned subsidiary to venture into new areas of business which can be conveniently or advantageously run by company in the corning year which may include mining, cement, solar power, etc. At the year end, investment of your company in Adeshwar was Rs. 5 million as capital in this company. It is Wholly Owned Subsidiary of your company.

Kalpataru SA (Proprietary) Ltd.:

This Company was formed in South Alrica to bid for EPC Power Transmission jobs in South Africa. This

is a Joint Venture between your company and a local company named as EDNA Industries (Ptv) Ltd. who are 25.1% stakeholder in this company. Your company made an initial investment of Rs. 4,9 million towards equity capital and other expenses.

Kalpataru Power Transmission Nigeria Ltd.:

this Company was incorporated as a 100% subsidiary of your Company to explore the Power Transmission market in Nigeria.

Kalpataru Power Transmission (Mauritius) Ltd.:

This company is a 100% subsidiary in which your company has invested Rs. 1.1 million as capital and loan.

Kalpataru Power Transmission-USA, INC.

This company was incorporated as a 100% subsidiary of your company (luring the year to increase its focus on American markets with local presence. Your company has invested Rs. 9.3 million as capital and loan in this company.

During reporting period, all the above stated overseas subsidiaries are vet to commence business activities.

STATEMENT OF DIRECTORS RESPONSIBILITY

Pursuant to requirement under Section 217(2AA) of the Companies Act, 1956, Directors based on representations received from Operating Management, confirm:

(i) That in the preparation of the annual accounts for the financial year ended March 31, 2010, the applicable accounting standards had been followed;

(ii) That Directors had 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 and of the profit of the company lor the year;

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(iii) I hat the Directors had taken proper and suificient 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;

(iv) That the Directors had prepared the annual

accounts tor the financial year ended March 31, 2010 on a "going concern" basis.

CORPORATE GOVERNANCE

As per Clause 49 of listing agreement with the Stock Exchanges, a separate section on Corporate Governance and Management Discussion and Analysis, confirming compliance is set out in Annexure forming part of this report.

Your company has been practicing principles of good corporate governance over the years. Your Board of Directors supports broad principles of corporate governance. In addition to basic governance issues, Board lavs strong emphasis on transparency, accountability and integrity.

DIRECTORS

In accordance with provisions of the Companies Act, 1956 and the Articles of Association of your company, Mr. Mofatraj P Munot, Mr. Sajjanraj Mehta and Mr. Parag M. Munot are liable to retire by rotation at ensuing Annual General Meeting and being eligible they have offered themselves for re--appointment.

Mr. Shitin Desai, Independent Director, has resigned from his directorship w.e.f. May 10, 2010 due to his preoccupation. The Board of Directors records its appreciation tor his valuable services rendered to your Company during his tenure.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Audited Consolidated Financial Statements pursuant to Listing Agreement entered into with the Stock Exchanges and prepared in accordance with Accounting Standards prescribed by the Institute of Chartered Accountants of India.

AUDITORS AND AUDITORS REPORT

Board of Directors have recommended appointment of M/s. Kishan M. Mehta & Co., Chartered Accountants and M/s. Deloitte Haskins & Sells, Chartered Accountants as auditors of your company who retire at the conclusion of forthcoming Annual General Meeting and arc eligible for re-appointment.

M/s. Kishan M. Mehta & Co., Chartered Accountants and M/s. Deloitte Haskins & Sells, Chartered Accountants have given their consent to act as auditors, if re-appointed. Members are requested to consider their

re appointment. Auditors comments on your companys accounts for year ended March .31, 2010 are sell explanatory in nature and do not require any explanation as per provisions of Section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

In terms of provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, names and other particulars of employees are required to be set out in Annexure to the Directors Report. However, as per provisions of Section 219(1 )(b)(iv) of the said Act, the Annual Report excluding aforesaid information is being sent to all the Members of company and others entitled thereto. Members who are desirous of obtaining such particulars are requested to write to company.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE INFLOW & OUTFLOW

Information required under Section 217(l)(e) of the Companies Act, 1956 is annexed hereto and forms part of this Report.

DEPOSITS

Your company has not accepted deposits from the public within provisions of Section 58-A and 58-AA of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude to the shareholders of the Company, Banks, Financial Institutions, valued Customers, Suppliers, and Business Associates tor their support and confidence in the Company.

Your Directors gratefully appreciate the co-operation and assistance extended by various Central and State Governmental Agencies. Your Directors also place on record their appreciation for overwhelming co-operation and assistance extended to your company by its employees.

On behalf of the Board of Directors MOFATRAJ P. MUNOT

CHAIRMAN

Place: Mumbai Date: May 29,2010

 
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