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Directors Report of Shriram EPC Ltd.

Mar 31, 2015

Dear Shareholder,

The Directors present the Fifteenth Annual Report together with the accounts of your Company for the financial year ended 31st March 2015.

FINANCIAL RESULTS

Rs,in Lakhs

Consolidated Consolidated Standalone Standalone (12 months) (9 months) (12 months) (9 months) 2014-15 2013-14 2014-15 2013-14

Total Income 55,868.64 52,186.72 55,868.64 52,186.72

Profit before Interest, Depreciation, tax (5628.20) (23,089.68) (5604.57) (23031.41) and extraor- dinary items

Interest & depreciation 19,657.33 19,512.87 19,656.99 19,512.71

Profit before tax & before extra- (25,285.53) (42,602.55) (25,261.56) (42,544.12) ordinary items

Provision for taxation 23.61 1,392.84 23.61 1,392.84

Profit after tax & extraor dinary items (25309.14) (43,995.39) (25,285.17) (43,936.96)

Balance brought forward from last (56,864.34) (7447.38) (49331.46) (5,394.50)

year Profit available for appropri ation (26,519.11) (51,863.16) (25,239.31) (49,331.46)

Transfer to general reserves -

Surplus carried forward (83,453.17) (56,864.34) (74,662.49) (49,331.46)

OPERATING RESULTS & PERFORMANCE

Your Directors report that during the financial year ended 31st March 2015 the Company recorded a total income at Rs. 55,868.64 Crores (12 months) as against Rs.52,186.72 Crores in the previous year (9 months) on a standalone basis. Loss before tax and extraordinary items was at Rs.25,261.56 crores.

Loss after tax was at Rs.25,285.17 crores compared to a loss in the previous year of Rs.43,936.96 crores. The last 2 years figures cannot be compared directly as the current financial year is for a period of 12 months and the figure last year was for a period of 9 months.

Your Company's Standalone Order Book was Rs.1600.32 crores as at March 31, 2015.

BUSINESS HIGHLIGHTS

Your Directors state that last year the Company had undergone difficult times due to the business environment, cash flows, delay from customers in terms of receiving payments. In view of this, the Company had approached the bankers for restructuring its debts. The Corporate Debt Restructuring Group had also accorded approval for the Company to restructure its debts by providing 2 years moratorium and the loan to be repaid in 8 years. This process had taken the entire first half of the financial year which greatly affected the business and turnover of the Company.

During the year, your Company was awarded projects primarily in water worth more than Rs.96 crs and these are from:

1. M/s.City Municipal Council, Harihar- Execution of the Expansion of Sewerage system in Harihara City- Rs.62.75 crs

2. M/s.Kerala Feeds Ltd., Kerala- Design and Engineering/ Supply/ Erection, Testing and Commissioning of all Structural, Mechanical, Electrical and Instrumentation equipments / works for 500 TPD Cattle Feed Plant at Thodupuzha, Idukki. -Rs.33.33 crs

ASSOCIATES

HALDIA COKE & CHEMICALS PVT. LTD (HCCL)

HCCL is engaged in the business of manufacturing, processing, importing, exporting, trading, buying, selling, stocking and distributing coke.

The last year for HCCL has also been tough due to the general economic scenario. However, the operations at various plants have almost stabilized and we expect things to improve in the coming months.

During the year 2014-15, HCCL recorded a turnover of Rs.1045.65 crs compared to Rs.454.96 crs in 2013-14.

SHARE CAPITAL

The paid up Equity Share Capital as on March, 2015 was Rs.86.3 Crores. During the year under review, M/s Shriram Industrial Holdings Ltd (SIHL), the holding Company infused Rs.210 crs into the Company by way of equity. As per the CDR directive, the promoters had to infuse Rs.160 crs as equity capital and the same was infused by SIHL at Rs.50/- per share inspite of the market price being Rs.33/- per share. Further an additional Rs.50 crs was infused by the promoters to repay an unsecured loan, which enabled the Company to shore up its net worth. This infusion of the promoters resulted in their holding going to 69.87% on the enlarged equity share capital of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

ECONOMIC SCENARIO AND OUTLOOK

Indian economic growth in 2014 rose to ~5.2% from 4.7% last year as a result of the improving macro-economic situation. The wholesale and consumer price inflation has fallen to ~4.2% and 7.4% from last year's 6.3% and 10.1% on the back of a strong base effect. Falling oil prices, lower food and commodity prices and the proactive measures taken by the Government helped in containing inflation in 2014. Contrary to expectations, agricultural growth was strong at ~4.5% in 2014. However, the slow pace of reforms, lack of impetus for infrastructure projects, high interest rates and tightening of fiscal policies adversely impacted the capital goods sector. Industrial production / output was also sluggish.

The low economic growth appears to have bottomed out and a gradual increase in economic activity is expected in 2015. The medium term to long term growth prospects look positive in view of the Government's determination to bring in reforms. For the year 2015, the economy is expected to grow at a higher rate than in 2014. The long term prospects for the economy is optimistic.

BUSINESS OVERVIEW

Your Company operates in two main segments; turnkey contracts and wind turbines. A brief review of the business in these segments is given below.

The turnkey contracts segment represents the Company's engineering, procurement and construction projects business, which include renewable energy projects like biomass-based power plants, metallurgical and process plant projects and municipal services projects like water and wastewater treatment plants, water and sewer infrastructure and pipe rehabilitation.

The order book was Rs.1600.32 crores as on March 31, 2015.

DIVIDEND

Since the Company has made a loss for the year, the Board has decided not to recommend a Dividend.

GREEN INITIATIVE IN CORPORATE GOVERNANCE

The Ministry of Corporate Affairs (MCA) has through Circular No.17/2011 pronounced a Green initiative in Corporate

Governance that allows Companies to send notices/documents to shareholders electronically. The Green Initiative endeavors to reduce consumption of paper, in turn preventing deforestation and contributes towards a green and clean environment. In support of the initiative announced by MCA, your Company will send notices convening Annual General Meeting, Audited Financial Statements, Directors Report and Auditors' Report etc in electronic form in the current financial year. Your Company would like to continue the Green Initiative further and requests all shareholders to opt for electronic documents.

However, on request by any member of the Company/ Statutory Authority interested in obtaining full text of the financial statement, these documents will be made available for examination, at its registered office. Pursuant to this, a statement summarizing the financial results of the Subsidiary is attached to the Consolidated Financial Statement.

ESOPs

The details required to be provided in terms of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 in respect of the stock options granted under the Shriram EPC Employee Stock Option Scheme- 2006 and the Shriram EPC Employee Stock Option Scheme- 2007 are given below:

Sl No Particulars ESOP Scheme 2006 ESOP Scheme 2007 Date of Grant 22-11-2006 22-11-2007

1 Total number of options granted 1640161 180000

2 Exercise price Rs,10/- Rs,10/-

3 Number of options vested 142309 48700

4 Number of options exercised 66885 15000

5 Total number of shares arising as a result of exercise of options

6 Number of options lapsed 3219 6600

7 Number of options forfeited

8 Variation in terms of options

9 Money realized by exercise of options

10 Total number of options in force as on 31st March 2015 - 250

11 Grant to Senior Management - - Number of options

Vesting period

12 Any other employee who - - received a grant in any one year of options amounting to 5% or more of options granted during the year

Identified employees who were granted options, during any one year

13 equal to or exceeding 1% - - of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant

No further shares were issued pursuant to exercise of options under the Shriram EPC Employee Stock Option Schemes and consequently there is no dilution of EPS during the period under consideration.

DIRECTORS

Mr. S Krishnamurthy, Mr. S Bapu and Mr. P D Karandikar Independent Directors are seeking election for a consecutive period of 5 years at the ensuing Annual General Meeting.

The Company has appointed Ms. Chandra Ramesh on 23rd March 2015 as an additional Director to hold office till the ensuing Annual General Meeting.

Ms. Chandra Ramesh being an Independent Director will seek election for a consecutive period of 5 years at the Annual General Meeting.

All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

RE - APPOINTMENT OF MANAGING DIRECTOR & CEO AND JOINT MANAGING DIRECTOR

The Board at its Meeting held on 11th August 2015 had approved, subject to the approval of shareholders, the reappointment of Mr. T Shivaraman as the Managing Director & CEO and Mr. Amjat Shariff as the Joint Managing Director of the Company for a further period of 3 years from 20th September 2015. The shareholders' approval will be sought in the ensuing Annual General Meeting for their re-appointment on the same terms and conditions of remuneration as was paid to them earlier. The necessary Resolution for the approval of the same will be covered in the Notice convening the forthcoming Annual General Meeting.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

REMUNERATION Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

The Remuneration Policy is stated in the Corporate Governance Report.

MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year 9 Board Meetings and 4 Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

COMMITTEES OF THE BOARD AUDIT COMMITTEE

The Company has constituted an Audit Committee as per the provisions of the Companies Amendment Act, 2000 and under Section 292 A of the Companies Act, 1956 at the Board Meeting held on 5th June 2002. The present members of the Committee are as follows:

1. Mr S.R. Ramakrishnan

2. Mr R. Sundararajan

3. Mr. S Krishnamurthy

4. Mr. S Bapu

The Committee has met 4 times during the year.

HUMAN RESOURCES

Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programmes which has helped the Organization achieve higher productivity levels. A significant effort has also been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement.

The Company's HR processes are systemized such as hiring and on-boarding, fair transparent online performance evaluation and talent management process, state-of-the-art workmen development process, and market aligned policies.

BUSINESS RISK MANAGEMENT

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Business Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

The Company has a robust Business Risk Management (BRM) framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments.

The key business risks identified by the Company and its mitigation plans are as under:

Project Risks:

In the context of the projects being executed, the Company reviews the risks associated with a project in all the following aspects, but not restricted to

- Client related details like financial closure of the project, creditworthiness and reputation of the client etc before even signing of the Contract.

- Estimation risk like Price and quantity variances, contingency provision, forex fluctuation etc on a periodic basis.

- Commercial Risks like Taxes and duties, Payment terms, Bank Guarantee requirements etc

- Organizational Risks like availability of Quality technical Managerial resources, Gap funding needs, Consortium partners roles and responsibilities , etc

- Performance Risk like clarity about scope of work, applicable standards of performance, Meeting the time schedule, LD clauses, Warranty and defect liability obligations etc,

- Interfacing Risks like coordination with multiple Agencies for approval clearance etc from Design stage to Commissioning stage.

- Geographical related risks like unfavorable conditions of weather, Earth quake, and Floods.

Competition Risks:

The Infrastructure Industry is becoming intensely competitive with the foray of new entrants and some of the existing players adopting inorganic growth strategies. To mitigate this risk, the Company is leveraging on its expertise, experience to increase market share, enhance brand equity / visibility and enlarge product portfolio and service offerings.

Occupational Health & Safety (OHS) Risks:

Safety of employees and workers is of utmost importance to the Company. To reinforce the safety culture in the Company, it has identified Occupational Health & Safety as one of its focus areas. Various training programmes have been conducted at the sites such as behavior based safety training program, Visible Safety Leadership program, Logistics Safety program etc.

INTERNAL CONTROL Systems AND THEIR Adequacy

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

RELATED Party TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval if necessary, of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The statement is supported by a certificate from the MD & CEO and the CFO. The Company has developed a Related Party Transactions policy for purpose of identification and monitoring of such transactions.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website.

None of the Directors has any pecuniary relationships or transactions vis-à-vis the Company.

AUDITORS Statutory Auditors

The Company's Auditors, Messrs Deloitte Haskins & Sells, Chartered Accountants, Chennai who retire at the ensuing Annual General Meeting of the Company are eligible for re-appointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for reappointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Members' attention is invited to the observation made by the Auditors under "Emphasis of Matter" appearing in the Auditors Reports.

Your Directors had, on the recommendation of the Audit Committee, appointed Messrs Deloitte Haskins & Sells, Chartered Accountants, Chennai to audit the accounts of the Company for the financial year 2015 on a remuneration of Rs.35 lakhs p.a. As required under the Companies Act, 2013, the remuneration payable to the statutory auditor is required to be placed before the Members in General Meeting for their ratification.

Accordingly, a Resolution seeking Member's ratification for the remuneration payable to Messrs Deloitte Haskins & Sells, Chartered Accountants, Chennai, Statutory Auditors is included at Item No.2 of the Notice convening the Annual General Meeting.

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company is required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed Mr. G Sundaresan, CMA to audit the cost accounts of the Company for the financial year 2015 on a remuneration of Rs.50000 p.a. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a General Meeting for their ratification.

Accordingly, a Resolution seeking Member's ratification for the remuneration payable to Mr. G Sundaresan, CMA, Cost Auditor is included at Item No.7 of the Notice convening the Annual General Meeting.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Messrs R Sridharan & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith.

There were 4 observations made by the secretarial auditors in their aforementioned report in terms of certain procedures not followed by the Company based on the new Companies Act 2013. The management has ensured that these procedures have been complied with from the 2nd quarter of 2014-15 itself and the earlier lapses was due to ambiguity and uncertainty of the applicability of the new Companies Act provisions.

As required under the Companies Act, 2013, the remuneration of Rs.1 lakh p.a. payable to the secretarial auditor is required to be placed before the Members in a General Meeting for their ratification.

Accordingly, a Resolution seeking Member's ratification for the remuneration payable to Messrs R Sridharan & Associates, a firm of Company Secretaries in Practice is included at Item No.8 of the Notice convening the Annual General Meeting.

DIRECTORS' Responsibility STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:.

a. that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Note 2 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

REGISTRAR & SHARE TRANSFER AGENT

Cameo Corporate Services Limited

Subramanian Building, V Floor

No. 1, Club House Road

Chennai 600 002, India

Tel: (91 44) 2846 0390, Fax: (91 44) 2846 0129

Email: investor@cameoindia.com

Website: www.cameoindia.com

Contact Person: Mr. R.D. Ramasamy, Director

SEBI Registration Number: INR000003753

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Secretarial Auditors confirming compliance forms an integral part of this Report.

BUSINESS Responsibility REPORTING

As per Clause 55 of the Listing Agreement with the Stock Exchanges, a separate section on Business Responsibility Reporting forms an integral part of this Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards (AS) viz. AS 21, AS 23 and AS 27 issued by the Institute of Chartered Accountants of India form part of this Annual Report.

Energy CONSERVATION, Technology ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is given below:

Earnings in Foreign Currency: Rs.10. 35 lakhs

Expenditure in Foreign Currency: Rs.11.97 crores



Travelling and Conveyance 25.23

Professional and Consultation

151.93 Fees

Erection, Construction & E 294.44

Operation expenses

Others 725.67

Total 1,197.27

CORPORATE SOCIAL Responsibility (CSR)

The Company has been incurring losses for the last 3 years. Hence, the Corporate Social Responsibility Committee has not been formed and no initiatives have been taken by the Company on CSR as per the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Company shall comply with this requirement once this provision comes into force.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith.

PARTICULARS OF Employees

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

APPRECIATION & ACKNOWLEDGEMENTS

The Directors wish to thank the bankers for their continued assistance and support. The Directors also wish to thank the Shareholders of the Company for their continued support even during these testing period. Further the Directors also wish to thank the customers and suppliers for their continued cooperation and support. The Directors further wishes to place on record their appreciation to all employees at all levels for their commitment and their contribution.

For and on behalf of the Board

Place: Chennai S. R. Ramakrishnan

Date : 28th May, 2015 Chairman


Mar 31, 2014

Dear Shareholders,

The Directors present herewith the Fourteenth Annual Report together with the accounts of your Company for the 9 months ended 31st March, 2014.

FINANCIAL RESULTS

Rs. in Lakhs

Consolidated (9 Consolidated (15 months) months)

2013-14 2012-13

Total Income 52,186.72 1,96,906.00

Profit/(Loss) before Interest, Depreciation, tax and (23,089.68) 31,642.50 extraordinary items

Interest & depreciation 19,512.87 47,110.23

Profit/(Loss) before tax & before (42,602.55) (15,467.73) extraordinary items

Provision for taxation 1,392.84 (4,265.63)

Profit/(Loss) after tax & (50,629.21) (26,881.60) extraordinary items

Balance brought forward from (5,394.49) 21,487.11 last year

Profit available for appropriation (50,629.21) (26,881.60)

Transfer to general reserves - -

Surplus carried forward (56,023.70) (5,394.49)

Standalone Standalone (9 months) (15 months)

2013-14 2012-13

Total Income 52,186.72 1,76,547.76

Profit/(Loss) before Interest, (23,031.41) 32,138.95 Depreciation, tax and extraordinary items Interest & depreciation 19,512.71 42,521.36

Profit/(Loss) before tax (42,544.12) (10,382.41) & before extraordinary items

Provision for taxation 1,392.84 (4,228.82)

Profit/(Loss) after tax & (43,936.96) (26,286.12) extraordinary items

Balance brought forward from (5,394.49) 20,891.62 last year

Profit available for (43,936.96) (26,286.11) appropriation

Surplus carried forward (49,331.45) (5,394.49)

OPERATING RESULTS & PERFORMANCE

Your Directors report that during the 9 months period (July-March) the company recorded a total income at Rs. 521.87 crores as compared to Rs. 1,765.48 crores in the previous year (15 months) on a standalone basis. Loss before tax and extraordinary items was at Rs. 425.44 crores as compared to Rs. 103.82 crores in the previous year.

Loss after tax was at Rs. 439.37 crores as compared to a loss in the previous year of Rs. 262.86 crores. The last 2 years figures cannot be compared as the current financial year is for a period of 9 months and the figures last year was for a period of 15 months.

Your Company''s Standalone order book was at Rs. 2,156 crores as at 31st March, 2014.

BUSINESS HIGHLIGHTS

Your Directors state that last year the Company had undergone tough times due to the business environment, cash flows, delay from customers in terms receiving payments. However, during the period your company was awarded contracts primarily in water projects, worth more than Rs. 800 crores from prestigious clients besides repeat orders. Some of the project awards are as under:

* PHED, Rajasthan Rs. 92 crores -Work of Regional Water Supply Scheme for 44 villages from Sepau (Dist-Dholpur) HW under Chambal Dholpur Bharatpur Project with O&M for 10 years on Single Point Responsibility Turnkey Basis

* PHED, Kota-Rajasthan Rs. 4 7crores - Execution of the work of Intake Pumping Station, Raw Water Main, Treatment plant, 11/0.44KV sub station, Clear Water Reservoir, Clear water main, Pumping station, cluster rising mains, cluster distribution mains, cluster ESR''s with associated civil, electrical and mechanical works, village distribution system, IEC activities etc. for Shaygarh Water Supply Project on single responsibility turn key basis with 10 year O&M, District Baran.

* TWAD-Madurai Rs. 1 87crores- Providing Pumping Main of 750mm dia CI LA class pipe from the Main Pumping Station at Beach road to the Sewage Treatment Plant at Tharuvaikulam for UGSS to Thoothukudi Corporation in Thoothukudi Dist. etc

* Chennai Metropolitan Water Supply and Sewerage Board, Chennai-Rs. 87 crores- Providing Water Supply Improvement Scheme to Pallavaram Municipality covering head works, Feeder Main, UGT/OHT and Distribution System in Zones 9 to 16 (Package-II) and also Providing Water Supply Improvement Scheme to Pammal Municipality covering head works, Feeder Main, OHT and Distribution System.

* Bharath Petroleum Corporation Limited, (Kochi Refinery)- Rs. 157 crores - Civil, Structural & Underground Piping Works of FCCU for Integrated Refinery Expansion Project (IREP) of BPCL-Kochi Refinery.

* Municipal Corporation Of Brihanmumbai (Sewerage Operations Department), Mumbai- Rs. 57 crores - Rehabilitation of Sewer Lines by GRP Lines Using Trenchless Technology for Slice A and Rehabilitation of Sewer Lines by GRP Lines Using Trenchless Technology for Slice B.

* Rashtriya Ispat Nigam Limited, Visakhapatnam Steel Plant, AdministrativeBuildingVisakhapatnam- Rs. 182 crores - Sinter Machine - 1 Revamping

& Upgradation and Phase - 1 of Sinter Machine -2 Revamping & Upgradation at RINL/Vizag.

SUBSIDIARY SHRIRAM EPC FZE (SEF)

The Company had floated a 100% Subsidiary in UAE in April 2013, to explore opportunities in the overseas EPC Market.

ASSOCIATES HALDIA COKE AND CHEMICALS PVT. LTD (HCCL)

HCCL is engaged in the business of inter alia, manufacturing, processing, importing, exporting, trading, buying, selling, stocking, distributing coke (carbon), coal, and supplying to manufacturing industries like steel, copper, aluminium and to carry on the business of managing, owning, controlling, erecting, commissioning, operating plants for the above and also to act as engineering procurement and construction contractors in connection with engineering.

During the last couple of years HCCL has been going through tough times and the Company has been supporting whenever necessary. We expect the operations to stabilize in the coming years.

During the year 2013-14, HCCL recorded a turnover of Rs. 471.88 crores compared to Rs. 502.35 crores in 2012-13.

PREFERENTIAL ISSUE

During the year M/s Shriram Industrial Holdings Ltd, the holding Company infused Rs. 300 crores into the Company by way of Cumulative Redeemable Preference Shares to shore up the networth of the Company.

BUSINESS OVERVIEW

Your Company operates in two main segments; turnkey contracts and wind turbines. A brief review of the business in these segments is given below.

The turnkey contracts segment represents the Company''s engineering, procurement and construction projects business, which include renewable energy projects like biomass-based power plants, metallurgical and process plant projects and municipal services projects like water and wastewater treatment plants, water and sewer infrastructure and pipe rehabilitation.

The order book was Rs. 2,156 crores as on March 31, 2014.

DIVIDEND

Since the Company has made a loss for the year, the Board has decided not to recommend Dividend.

CAPITAL STRUCTURE

During the period under review, equity share capital of your Company remained unchanged as there was no new allotment of Equity Shares under ESOP 2006 & 2007 schemes.

GREEN INITIATIVE IN CORPORATE GOVERNANCE

The Ministry of Corporate Affairs (MCA) has through Circular No.17/2011 pronounced a Green initiative in Corporate Governance that allows Companies to send notices/documents to shareholders electronically. The Green Initiative endeavors to reduce consumption of paper, in turn preventing deforestation and contributes towards a green and clean environment. In support of the initiative announced by MCA, your Company will send notices convening Annual General Meeting, Audited Financial Statements, Directors Report and Auditors'' Report etc in electronic form during this financial period also. Your Company would like to continue the Green Initiative further and requests all shareholders to opt for electronic documents.

CONSOLIDATED FINANCIAL STATEMENTS

The audited consolidated financial statement presented by the Company include the financial information of all its Subsidiary Companies prepared in accordance with the Accounting Standard (AS 21) issued by the Institute of Chartered Accountants of India.

The Government of India, Ministry of Corporate Affairs, under Section 212(8) of the Companies Act, 1956 vide Letter Ref.51/12/2007-CL-III dated 8th February, 2011 have granted exemption to all Companies from attaching the full text of the financial statements of the company''s aforesaid Subsidiaries along with the Company''s accounts from the year ended 31st March, 2011. Necessary disclosures will be made in respect of the said Subsidiary in this Annual Report apart from the statement pursuant to Section 212 of the Companies Act, 1956.

However, on request by any member of the Company/ Statutory Authority interested in obtaining full text of the financial statement, these documents will be made available for examination, at its registered office. Pursuant to this, a statement summarizing the financial results of the Subsidiary is attached to the Consolidated Financial Statement.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and outlook of the company and its business is given in the Management Discussion and Analysis Report, which forms a part of this report.

CORPORATE GOVERNANCE

Your Company is in compliance with the requirements and disclosures with respect to the Code of Corporate Governance as required under Clause 49 of the Listing Agreements with the Stock Exchanges. A report on Corporate Governance along with a certificate from the Auditors forms a part of this report.

ESOPs

The details required to be provided in terms of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 in respect of the stock options granted under the Shriram EPC Employee Stock Option Scheme- 2006 and the Shriram EPC Employee Stock Option Scheme- 2007 are given below:

Sl Particulars ESOP Scheme ESOP Scheme No 2006 2007

Date of Grant 22-11-2006 22-11-2007

1 Total number of options granted 1640161 180000

2 Exercise price Rs. 10/- Rs. 10/-

3 Number of options vested 0 0

4 Number of options exercised 0 0

5 Total number of shares arising as - - a result of exercise of options 6 Number of options lapsed 72,205 45, 650

7 Number of options forfeited - -

8 Variation in terms of options - -

9 Money realised by exercise of options - -

10 Total number of options in force as on 3,219 6,850 31st March 2014

11 Grant to Senior Management - -

Number of options - -

Vesting period - -

12 Any other employee who received a grant in - - any one year of options amounting to 5% or more of options granted during the year

13 Identified employees who were granted - - options, during any one year equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant

No further shares were issued pursuant to exercise of options under the Shriram EPC Employee Stock Option Schemes and consequently there is no dilution of EPS during the period under consideration.

DIRECTORS

Mr. S R Ramakrishnan and Mr. R. Sundararajan, Directors retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for election for a period of 5 years.

COMMITTEES OF THE BOARD AUDIT COMMITTEE

The Company has constituted an Audit Committee as per the provisions of the Companies Amendment Act, 2000 and under Section 292 A of the Companies Act, 1956 at the Board Meeting held on 05th June 2002. The present members of the Committee are as follows:

1. Mr S.R. Ramakrishnan

2. Mr R. Sundararajan

3. Mr. S. Krishnamurthy

4. Mr. S. Bapu

The Committee has met three times during the 9 months period.

PARTICULARS OF EMPLOYEES

In terms 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 employees or set out in the Annexure to this Report. However having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your directors confirm:

* That in the preparation of the annual accounts, the applicable accounting standards have been followed;

* That they 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 the profit of the

company for that period;

* That they 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; and

* That they had prepared the annual accounts on a going concern.

REGISTRAR & SHARE TRANSFER AGENT

Cameo Corporate Services Limited Subramanian Building, V Floor No. 1, Club House Road Chennai 600 002 India Tel: (91 44) 2846 0390 Fax: (91 44) 2846 0129 Email: investor@cameoindia.com Website: www.cameoindia.com Contact Person: Mr. R.D. Ramasamy, Director SEBI Registration Number: INR000003753

AUDITORS

M/s Deloitte Haskins and Sells, Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment.

APPRECIATION & ACKNOWLEDGEMENTS

The Directors wish to thank the bankers for their continued assistance and support. The Directors also wish to thank the Shareholders of the company for their continued support even in this global recession. Further the Directors also wish to thank the customers and suppliers for their continued co-operation and support. The Directors further wishes to place on record their appreciation to all employees at all levels for their commitment and their contribution.

For and on behalf of the Board Chennai R Sundararajan

27th May, 2014 Director


Jun 30, 2013

Dear Shareholder,

The Directors have pleasure in presenting the Thirteenth Annual Report together with the accounts of your company for the 15 months ended June 30, 2013.

FINANCIAL RESULTS

Rs.in Lakhs

Consolidated Consolidated Standalone Standalone (15 months) (12 months) (15 months) (12 months) 2012-13 2011-12 2012-13 2011-12

Total Income 1,96,906.00 1,89,118.86 1,76,547.76 1,40,788.59

Profit before interest, depreciation, 31,642.50 27,412.52 32,138.95 24,815.80 tax and extraordinary items

Interest & depreciation 47,110.23 24,633.30 42,521.36 20,902.51

Profit before Tax & before (15,467.73) 2,779.22 (10,382.41) 3,913.29 extra ordinary items

Provision for taxation (4,265.63) 1,487.15 (4228.82) 1362.57

Profit aftertax & extraordinary items

Balance brought forward from last 20,425.18 20,425.11 20,891.62 19,023.79 year

Profit available for appropriation (5,394.52) 23,895.58 (5,394.50) 21,574.51

Transfer to general reserves 174.05 63.77

Surplus carried forward 20,425.18 20,425.18 (5,394.50) 20,891.60

OPERATING RESULTS & PERFORMANCE

Your Directors are pleased to report that during the year (15 months) your company recorded a total income at Rs.1,765.48 crores from Rs.1407.89 crores in the previous year on a standalone basis. Loss before tax and extraordinary items was at Rs.103.82 crores.

Loss after tax was at Rs.262.86 crores compared to a profit in the previous year of Rs.25.51 crores. The last 2 years figures cannot be compared directly as the current financial year is for a period of 15 months. In addition the current year had substantial extraordinary items that are discussed in greater detail in the Management Discussion & Analysis Report.

Your Company''s Standalone Order Book was at Rs.4,060 crores as at June 30, 2013.

DIVIDEND

Since the Company has made a loss for the year, the Board has decided not to recommend a Dividend.

CAPITAL STRUCTURE

During the year under review, the share capital of your Company was changed/ altered as follows:

Allotment of 13,900 Equity shares of Rs.10 each fully paid up under ESOP 2006 & 2007 schemes.

ABRIDGED ACCOUNTS

SEBI has vide its Circular no. SEBI/CFD/DIL/LA/2/2007/26/4 dated 26.4.2007 allowed listed Companies to send Abridged Annual Report to the shareholders in line with the requirement stipulated under Section 219(l)(b)(iv) of the Companies Act, 1956. Accordingly, an abridged balance sheet is sent to the shareholders of the Company. Any shareholder interested in having a copy of the complete and full Balance Sheet and Statement of Profit and Loss may write to the Company Secretary at the Registered Office of the Company. The detailed Balance Sheet and Statement of Profit and Loss will also be available for inspection at the Registered Office of the Company during working hours of the Company and also on the website of the Company (www.shriramepc.com).

GREEN INITIATIVE IN CORPORATE GOVERNANCE

The Ministry of Corporate Affairs (MCA) has through Circular No.17/2011 pronounced a Green initiative in

Corporate Governance that allows Companies to send notices/documents to shareholders electronically. The Green Initiative endeavours to reduce consumption of paper, in turn preventing deforestation and contributes towards a green and clean environment. In support of the initiative announced by MCA, your Company will send notices convening Annual General Meeting, Audited Financial Statements, Directors Report and Auditors'' Report etc in electronic form from the current financial year. Your Company would like to continue the Green Initiative further and requests all shareholders to opt for electronic documents.

CONSOLIDATED FINANCIAL STATEMENTS

The audited consolidated financial statement presented by the Company include the financial information of all its Subsidiary Companies prepared in accordance with the Accounting Standard (AS 21) issued by the Institute of Chartered Accountants of India.

The Government of India, Ministry of Corporate Affairs, under Section 212(8) of the Companies Act, 1 956 vide Letter Ref.51 /12/2007-CL-lll dated 8th February 2011 have granted exemption to all Companies from attaching the full text of the financial statements of the company''s aforesaid Subsidiaries along with the Company''s accounts from the year ended 31st March 2011.

Necessary disclosures will be made in respect of the said Subsidiaries in this Annual Report apart from the statement pursuant to Section 212 of the Companies Act, 1 956.

However, on request by any member of the Company/ Statutory Authority interested in obtaining full text of the financial statement, these documents will be made available for examination, at its registered office. Pursuant to this, a statement summarizing the financial results of a II the Subsidiaries is attached to the Consolidated Financial Statement.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and outlook of the company and its business is given in the Management Discussion and Analysis Report, which forms a part of this report.

CORPORATE GOVERNANCE

Your Company is in compliance with the requirements and disclosures with respect to the Code of Corporate Governance as required under Clause 49 of the Listing Agreements with the Stock Exchanges. A report on Corporate Governance along with a certificate from the Auditors forms a part of this report.

ESOPs

The details required to be provided in terms of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 in respect of the stock options granted under the Shriram EPC Employee Stock Option Scheme- 2006 and the Shriram EPC Employee Stock Option Scheme- 2007 are given below:

12 Any other employee who received a grant in any one year of options amounting to 5% or more of options granted during the year

13 Identified employees who were granted options, during any one year equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant

The number of shares issued pursuant to exercise of options under the Shriram EPC Employee Stock Option Schemes amounted to 13,900 shares, resulting in dilution of EPS by 0.002.

DIRECTORS

During the year Mr. Arun Duggal resigned as Director & Chairman of the Company due to his pre-occupations. The Board placed on record its appreciation for the invaluable services rendered by Mr. Arun Duggal during his tenure from 2008.

Mr. S.R. Ramakrishnan was appointed as the Chairman of your Company.

Mr. S. Srinivasan was appointed as an Additional Director on 12th February, 2013, to hold office till the ensuing Annual General Meeting.

Notice under Section 257 of the Companies Act, 1956 has been received from a member of the Company together with a deposit of Rs.500/- proposing the appointment of Mr. S. Srinivasan (Liable to Retire by Rotation) as Director of the Company.

Mr. S Bapu and Mr. P D Karandikar retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

COMMITTEES OF THE BOARD AUDIT COMMITTEE

The Company has constituted an Audit Committee as per the provisions of the Companies Amendment Act, 2000 and under Section 292 A of the Companies Act, 1956 at the Board Meeting held on 05th June 2002. The present members of the Committee are as follows:

1. Mr S.R. Ramakrishnan

2. Mr R. Sundararajan

3. Mr. S Krishnamurthy

4. Mr. S Bapu

The Committee has met five times during the year.

PARTICULARS OF EMPLOYEES

In terms of Section 21 7 (2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees or set out in the Annexure to this Report. However having regard to the provisions of Section 21 9(l)(b)(iv) of the said Act, the Annual report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your directors confirm:

- That in the preparation of the annual accounts, the applicable accounting standards have been followed;

- That they 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 the profit of the company for that period;

- That they 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; and

- That they had prepared the annual accounts on a going concern.

REGISTRAR & SHARE TRANSFER AGENT

Cameo Corporate Services Limited

Subramanian Building, V Floor

No. 1, Club House Road

Chennai 600 002

India

Tel: (91 44) 2846 0390

Fax: (91 44)2846 0129

Email: investor@cameoindia.com

Website: www.cameoindia.com

Contact Person: Mr. R.D. Ramasamy, Director

SEBI Registration Number: INR000003753

AUDITORS

M/s Deloitte Haskins and Sells, Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment.

APPRECIATION & ACKNOWLEDGEMENTS

The Directors wish to thank the bankers for their continued assistance and support. The Directors also wish to thank the Shareholders of the company for their continued support even in this global recession. Further the Directors also wish to thank the customers and suppliers for their continued cooperation and support. The Directors further wishes to place on record their appreciation to all employees at. all levels for their commitment and their contribution.

For and on behalf of the Board

Chennai S. R. Ramakrishanan

29th August 2013 Chairman


Mar 31, 2012

The Directors have pleasure in presenting the Twelfth Annual Report together with the accounts of your Company for the year ended 31 st March, 201 2.

FINANCIAL RESULTS RS in Lakh Consolidated Standalone

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

Total Income 1,89,118.86 1,68,741.94 1,40,788.59 1,32,523.09

Profit before interest, depreciation, tax and exceptional items 27,412.52 23,821.63 24,815.83 20,951.76

Interest & depreciation 24,633.30 16,058.01 20,902.51 13,805.28

Profit before tax & before exceptional items 2,779.22 7,763.62 3,913.32 7,146.48

Provision for taxation 1,487.15 2,791.16 1,362.57 2,521.51

Profit after tax 1,292.07 7,012.96 2,550.75 6,961.25

Balance brought forward from last year 20,425.17 13,802.01 19,023.79 12,856.72

Profit available for appropriation 24,578.50 21,219.35 21,574.54 19,817.97

Transfer to general reserves 63.77 174.05 63.77 174.05

Surplus carried forward 23,895.58 20,425.17 20,891.62 19,023.79

OPERATING RESULTS & PERFORMANCE

Your Directors are pleased to report that during the year your Company recorded a 6.24% growth in total income at Rs.1 407.89 crores from Rs.1 325.23 crores in the previous year on a standalone basis. Profit before tax at Rs.39.13 crores.

Profit after tax was at Rs.25.50 crores compared to the previous year figure of Rs.69.61 crores. The last 2 years' figures cannot be compared as we had an exceptional income of Rs.23.36 crores by sale of shares related to the restructuring of our investments in the Coke business - Ennore Coke Limited and Haldia Coke and Chemicals Pvt. Limited in the year 201 0-1 1.

Earnings per share (EPS) was at Rs.5.75 compared to Rs.1 5.80 in the previous year.

Your Company's standalone order book was Rs.2,924.1 5 crores as at 31 st March ,2012.

CAPITAL STRUCTURE

During the year under review, the share capital of your Company was changed/ altered as follows:

Allotment of 81,885 Equity shares of Rs.1 0 each fully paid up under ESOP 2006 & 2007 scheme.

BUSINESS HIGHLIGHTS

Your Directors are pleased to state that during the year your Company was awarded several prestigious projects. Some of these projects and other business initiatives taken by your Board to position the Company in its growth path as a key player in the EPC business and as a manufacturer of wind turbines are as under:

During the year the Company received the following maiororders:

1. Order from Surya Dev Steels for Unit 2 of their 2X80 MW Captive Power Plant valued atRs.362 crores.

2. An order from Abhijeet Projects Ltd. for the construction of a 50MW Solar Thermal Power Plant in Rajasthan. Your Company will execute the EPC work for the project with technical support from Ener-T International Ltd. The order is valued at Rs.640 crores and marks our entry into the emerging Solar Power market.

3. Order from Hindustan Copper Ltd. for work on the Surda Mine Project. Your Company will lead the consortium to undertake the project, which is valued at Rs.206.34 crores. This marks our entry into the Mining and Minerals sector.

4. Order for the installation of a Coke oven by-product Complex including at the 3.0 MTPA Steel Plant of NMDC at Nagarnar in Chattisgarh. The value of the order is Rs.41 1.60 crores of which the scope for your Company is Rs.260 crores.

5. Orders in the Municipal Services Segment from the Kerala Water Authority / Kerala Sustainable Urban Development / TWAD / MCGM valued at over Rs.150 crores.

The Company's Joint venture, Hamon Shriram Cottrell Pvt. Limited has an order backlog as of 31 st March, 201 2 of Rs.348.32 crores. Major orders include GAIL (India) Limited, Pata.

The Company's other Joint Venture, Leitner Shriram Manufacturing Ltd. has an order backlog as of 31 st March, 2012 of Rs.524.98 crores.

SIGNIFICANT DEVELOPMENTS

SREE JAYAJOTHI CEMENTS LTD. (SJCL)

As you are all aware the Company had undertaken an EPC Contract for Sree Jayajothi Cements Ltd. (SJCL) for setting up a 3.2 MTPA Cement Plant at Kurnool District in Andhra Pradesh. The plant has been in commercial production for the past one year and has ended this financial year with a total cement production of over 1 million tonne. The total outstanding from SJCL is approximately Rs.305 crores (Outstanding Dues). Based on an analysis of the cement industry, the Company had decided to participate in the investment potential in the cement industry and hence, with a view, to improve the SJCL's financial condition and recover its dues, the Company has converted a part of its outstanding dues into equity shares / equity linked instruments with a direct equity stake of upto an aggregate of 18.76%. An additional 49% is held by Spark Environmental Technology Limited.

The shareholders of the Company have accorded approval forthis investmentthrough a Postal Ballot

The necessary acceptance by SJCL's bankers has also been obtained.

PROPOSED RIGHTS ISSUE

During the forthcoming year, your Company is planning to raise fresh capital. The structure & nature of the capital raise is being analysed and we will keep the shareholders informed once the structure isfinalised.

BUSINESS OVERVIEW

Your Company operates in two main segments; turnkey contracts and wind turbines. A brief review of the business in these segments is given below.

The turnkey contracts segment represents the Company's engineering, procurement and construction projects business, which include renewable energy projects like Biomass-based power plants, Metallurgical and Process plant projects and Municipal services projects like Water and Waste-water treatment plants, Water and Sewer infrastructure and Pipe rehabilitation.

The Standalone order book was Rs.2,924.15 crores as on 31 st March, 201 2.

Overall revenues from turnkey contracts increased by 33.73%, from Rs.957.84 crores in FY

2011 to Rs.1,280.98 crores in FY 2012 (standalone).

Your Company's Wind turbine business comprises of sale and services of 250 kw class wind turbine generators to clients.

The Wind turbine business revenue was at Rs. 113.20 crores in FY 2012 compared to Rs.1 92.61 crores in FY 2011.

The order book for the turnkey contracts as on 31 st March, 201 2 is Rs.2,772.86 crores.

CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statement presented by the Company includes the financial information of all its subsidiary companies prepared in accordance with the Accounting Standard (AS 21) notified by Central Government under Companies (Accounting Standards) Rules, 2006.

The Government of India, Ministry of Corporate Affairs, under Section 212(8) of the Companies Act, 1956 vide letter ref.51/12/2007-CL-lll dated 8th February 201 1 have granted exemption to all Companies from attaching the full text of the financial statements of the Company's aforesaid Subsidiaries along with the Company's accounts from the year ended 31st March, 2011.

Necessary disclosures will be made in respect of the said subsidiaries in this Annual Report apart from the statement pursuant to Section 21 2 of the Companies Act, 1956.

However, on request by any member of the Company / statutory authority interested in obtaining them, these documents will be made available for examination, at its Registered Office. Pursuant to this, a statement summarizing the financial results of all the subsidiaries is attached to the consolidated financial statement.

DIVIDEND

The Board of Directors have recommended a dividend of Rs.1.20 per share. This translates into a payout of tb. 1 9 crores including an amount of Rs.86 lakhs as Dividend Distribution Tax.

SUBSIDIARY COMPANIES AND JOINT VENTURES

SUBSIDIARIES SHRIRAM EPC (SINGAPORE) PTE. LTD.

Shriram EPC (Singapore) Pte. Ltd. is a 1 00% subsidiary of your Company.

The audited financial results of SEPC Singapore for Fiscal 2012, are set forth beiow:

(In USD, except per share data) Fiscal 2012

Sales and other income -

Profit / (Loss) after tax (106,884)

Equity capital 20,210,013

Reserves and Surplus (excluding revaluation reserves) (286,625)

Earnings / (Loss) per share (diluted) (SGD) (0.00)

Earnings / (Loss) per share (basic) (SGD) (0.00)

Net asset value 19,923,388

During the year Shriram EPC (Singapore) Pte. Ltd. has made a loss of US dollars 1 06,884.

BLACK STONE GROUP TECHNOLOGIES PVT. LTD. (BGT)

BGT which had been set up as an engineering outsourcing outfit in Chennai in 1 993 acts as Engineering outfit of the Group with 200 strong technical staff.

The Company holds 55% in the equity stake of BGT.

BGT along with its subsidiary has reported a consolidated turnoverof Rs.1 8.72 crores in the year201 1-12 compared to Rs. 1 3.1 0 crores in the previous year 201 0-11. During last year, BGT saw the beginning of a recovery in its main market for engineering services - the USA. This has resulted in a modest increase in order inflows and corresponding increase in margins. We look forward to continue this trend in this year also.

JOINT VENTURES HAMON SHRIRAM COTTRELL PRIVATE LIMITED (HSCL)

The Company's joint venture Company, HSCL has reported significant growth. The turnover of HSCL has increased from Rs.158.00 crores in 2011 to Rs.21 7 crores in 201 2, an increase of 37 %.

The major orders received by HSCL during the year are:

GAIL (India) Limited, PATA - 1- Utility Cooling Tower & Cooling Tower Water Treatment Plant

for GAIL Petrochemical. Rs.75 crores

GAIL (India) Limited, PATA - 2 Rs.35 crores

Reliance Industries Limited Rs.1 0 crores

In the year under review, HSCL decided to exit the Air Pollution Control business and focus on the market for Cooling Systems.

In order to reflect the joint venture status of HSCL, your Company is consolidating HSCL on a proportionate basis as a JV.

LEITNER SHRIRAM MANUFACTURING LIMITED (LSML)

LSML is a joint venture focussed on the manufacture and installation of wind turbines.

This year has been a very difficult year for LSML due to a dramatic increase in the price of Neodynium magnets which are a critical component of the generators. The price increase was to the extent of 300% due to supply constraints from the only source - China. This significantly affected margins and forced the Company to reduce its output and decline contracts that were not viable at these prices. Magnet prices have subsequently corrected and new sources should shortly enterthe market.

LSML has also started operations in the States of Maharashtra & AP and we are confident that LSML during the coming year will perform better with increased order book and newer products, which are undertesting.

MAJOR ACHIEVEMENTS DURING THE YEAR

- Successfully completed the first major export order to Sri Lanka for 1 0.5 MW to Power Gen Lanka P Ltd. - USD 1 2.90 million.

- Commenced execution of 93.6 MW order from Beta Wind farms at Tadipatri with the new WEG model LTW 80 1.8.

- Successfully completed erection and commissioning WEG for 100 MW in India since inception.

- Prototype for a new variant of the 1.5 MW turbine as well as a 2MW turbine were installed at Sivagnanapuram, Tamil Nadu, and are undertesting forcertification.

- Blade Plant expansion for doubling capacity for production of rotor blades is completed.

LSML order book position from various clients like PPS Enviro, TVH, Power Gen Lanka and OGPL is Rs.524.98 Crores.

During the year under review, LSML has reported a turnover of Rs.721 crores as compared to Rs.550 crores during the year 2010-1 1 with a loss of Rs.28.75 crores as compared to a profit of Rs.4.20 crores during the year201 0-11.

ASSOCIATES HALDIA COKE & CHEMICALS PVT. LTD. (HCCL)

HCCL is engaged in the business of inter alia, manufacturing, processing, importing, exporting, trading, buying, selling, stocking, distributing coke (carbon), coal and supplying to manufacturing industries like steel, copper, aluminium and to carry on the business of managing, owning, controlling, erecting, commissioning, operating plants for the above and al so to act as engineering procurement and construction contractors in connection with engineering.

During the year under review, HCCL has reported a turnover of Rs.1 479.67 crores with a profit after tax of Rs.1 23.38 crores.

SHRIRAM SEPL COMPOSITES PVT. LTD. (SSEPL)

SSEPL is an associate for manufacture of specialised GRP pipes and liners. SSEPL had received significant orders during the year with an order from Hinduja National Power Corporation Limited for a total order value of Rs.23 crores. The order backlog as on March 2012 is over Rs.45 crores.

The turnover during the current year was relatively stagnant since the new orders were received only in the second half of the year. We expect a significant increase in turnover during the forthcoming year.

The consolidated turnover of SSEPL during the current financial year has been Rs.7.17 crores against the previous year figure of Rs.9.20 crores and a loss of t7.1 0 crores against the previous yearfigure of loss of (Rs.8.1 9 crores).

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and outlook of the Company and its business is given in the Management Discussion and Analysis report, which forms a part of this report.

CORPORATE GOVERNANCE

Your Company is in compliance with the requirements and disclosures with respect to the Code of Corporate Governance as required under Clause 49 of the Listing Agreement with the Stock Exchanges. A report on Corporate Governance along with a certificate from the Auditors forms a part of this report.

ESOPs

The details required to be provided in terms ofthe Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1 999 in respect of the stock options granted under the Shriram EPC Employee Stock Option Scheme - 2006 and the Shriram EPC Employee Stock Option Scheme - 2007 are given below:

SI. ESOP Scheme ESOP Scheme No. Particulars 2006 2007

Date of Grant 22-11-2006 22-11-2007

1 Total number of options granted 16,40,161 5,00,000

2 Exercise price Rs10/- Rs10/-

3 Number of options vested 1,42,309 48,700

4 Number of options exercised 66,885 15,000

5 Total number of shares arising as a result 66,885 15,000 of exercise of options

6 Number of options lapsed - -

7 Number of options forfeited - -

8 Variation in terms of options - -

9 Money realised by exercise of options 6,68,850 1.50,000

10 Total number of options in force as on March 31, 2012 75,424 58,400

11 Grant to Senior Management - -

- Number of options

- Vesting period

12 Any other employee who received a - - grant in any one year of options amounting to 5% or more of options granted during the year

13 Identified employees who were - -

granted options, during any one year equal to or exceeding 1 % of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant

The number of shares issued during the year pursuant to exercise of options under the Shriram EPC Employee Stock Option Schemes amounted to 81,885 shares, resulting in dilution of EPS by 0.01 %

CORPORATE SOCIAL RESPONSIBILITY

Your Company has sponsored a comprehensive training programme for school teachers being conducted in Vishakhapatnam by The Launch Pad, an organisation devoted to enhancing the teaching methodology of school teachers. The first of such programmes concluded with the training of teachers at the Chaitanya Public School, Ukkumagaran. This programme will now be conducted in many more such schools.

Your Company further provides financial assistance to the spouses of deceased employees on a case to case basis. Further, the Company also lends financial support for education of employees' children at the graduation level on a case to case basis.

DIRECTORS

During the year Mrs. Vathsala Ranganathan, resigned as a Director of the Company due to her pre-occupation. The Board placed on record their appreciation for the invaluable services rendered by Mrs. Vathsala Ranganathan during hertenure of office.

Mr. Sunil Varma, resigned as a Director of the Company on 16th May, 2012 due to his pre- occupation. The Board placed on record their appreciation forthe invaluable services rendered by Mr. Sunil Varma from 2008 during his tenure.

Mr. R. S. Chandra the nominee Director of Bessemer Venture Partners Trust stepped down on 30th May, 2012 and in his place Mr. Vishal Vijay Gupta joined the Board as a non-executive and non-rotational director on 30th May, 201 2.

Mr. Vishal Vijay Gupta was appointed as an Additional Director on 30th May, 201 2, to hold office till the ensuing Annual General Meeting.

Notice under Section 257 of the Companies Act,

1 956 has been received from a member of the Company together with a deposit of Rs.500/- proposing the appointment of Mr. Vishal Vijay

Gupta (not liable to retire by rotation) as Director of the Company.

Mr. R. Sundararajan and Mr. S. Krishnamurthy retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

COMMITTEES OF THE BOARD AUDIT COMMITTEE

The Company has constituted an Audit Committee as per the provisions of the Companies Amendment Act, 2000 and under Section 292 Aofthe Companies Act, 1956 at the Board Meeting held on June 5, 2002. The present members of the Committee are as follows:

1. Mr. S. R. Ramakrishnan

2. Mr. R. Sundararajan

3. Mr. Sunil Varma - resigned on 1 6th May, 201 2

4. Mr. S. Krishnamurthy

5. Mr. S. Bapu- appointed on 30th May, 2012

The Committee has met so far four times during the year.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 21 7 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, and the Companies (Particulars of Employees) Amendment Rules, 2011, the names and other particulars of employees are set out in the Annexure to the Directors' Report. However having regard to the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1 956, the Annual report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT Yourdirectors confirm:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed;

2. That they had selected such accounting policies and applied them consistently and made judgements 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 the profit ofthe companyforthat period;

3. That they had taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions ofthe Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. That they had prepared the annual accounts on a going concern basis.

REGISTRAR & SHARE TRANSFER AGENT

Cameo Corporate Services Limited Subramanian Building, V Floor No. 1, Club House Road Chennai - 600 002 India

Tel: (91 44)2846 0390-394

Fax: (91 44)2846 0129

Email: investor@cameoindia.com

Website: www.cameoindia.com

Contact Person: Mr. R. D. Ramaswamy, Director

SEBI Registration Number: INR000003753

AUDITORS

M/s. Deloitte Haskins & Sells, Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment.

As regards the observations of auditors in Para 4 of their report, the Company confirms that out of the total receivables of Rs.60,636.62 lakhs , from Sree Jayajothi Cements Limited (SJCL), Rs.9,323.45 Lakhs has been directly converted into Equity and Rs.25,676.56 Lakhs have been converted into Equity Linked Instruments in Spark Environmental Technology Limited (a fellow shareholder in SJCL), in April 2012. The Company has appointed its representative as a member on the Board of Directors in SJCL, to monitor the operations of the company and to ensure recovery of its dues, over a period of time. The Company is convinced about the viability of cement vertical and accordingly, the Company is confident of recovering all the amounts due to it and does not expect any shortfall in the recovery of the dues. With respect to the investment, the management is ofthe view that there is significant upside potential in the business and as the investment is of long term nature, the diminution in the value of investment is not otherthan temporary in nature.

APPRECIATION & ACKNOWLEDGEMENTS

The Directors wish tothankthe bankers fortheircontinued assistance and support. The Directors also wish to thank the Shareholders of the Company for their continued support even in this global recession. Furtherthe Directors also wish to thank the customers and suppliers for their continued cooperation and support. The Directors further wish to place on record their appreciation of employees at all levels for their commitment and their contribution.

For and on behalf of the Board

Place : Chennai Arun Duggal

Date :30th May 201 2 Chairman


Mar 31, 2011

Dear Shareholder,

The Directors have pleasure in presenting the Eleventh Annual Report together with the accounts of your company for the year ended March 31, 2011.

FINANCIAL RESULTS Rs. in Lakhs

Consolidated Standalone 2010-11 2009-10 2010-2011 2009-10

Total Income 1,68,691.57 1,37,719.55 1,32,523.09 1,12,254.23

Profit before interest, depreciation, tax and extra -ordinary items 19,675.79 13,897.24 16,918.80 11,918.11

Interest & depreciation 11,912.17 6,868.16 9,772.28 5,206.09

Profit before tax & before ', extraordinary items 7,763.62 7,029.08 7,146.52 6,712.02

Provision for taxation 2,791.16 2,450.78 2,521.51 2,245.99

Profit after tax & extraordinary items 9,053.47 4,578.30 9,297.57 4,466.03

Balance brought forward from last year 13,802.01 9,853.42 12,856.72 9,117.82

Profit available for appropriation 21,219.36 14,529.14 19,818.01 13,583.85



Transfer to general reserves 174.05 111.65 174.05 1111.65



Surplus carried forward 20,425.18 13,802.01 19,023.831 12,856.72



OPERATING RESULTS & PERFORMANCE

Your directors are pleased to report that during the year the company recorded a 18% growth in total income on a standalone basis at Rs. 325.23 crores from Rs.1122.54 crores in the previous year. Profit before tax and extraordinary items at Rs.71.47 crores recorded a growth of 6.48% over the previous year (Rs.67.12 crores).

Profit after tax at Rs.69.61 crores recorded a growth of 56% over the previous year's figure of Rs.44.66 crores. Earnings per share (EPS) grew from Rs.0.26 to Rs.5.80.

Your Company's order book was Rs.3191.30 crores as at March 31, 2011.

CAPITAL STRUCTURE

During the year under review, the share capital of your Company was changed/ altered as follows:

Allotment of 3,48,622 Equity shares of Rs.10 each fully paid up under ESOP 2006 and 2007 schemes.

BUSINESS HIGHLIGHTS

Your Directors are pleased to state that during the year the Company was awarded several prestigious projects. Some of these projects and other business initiatives taken by your Board to position the Company in its growth path as a key player in the EPC business and as a manufacturer of wind turbines are as under:

1. Multiple orders from Steel Authority of India Ltd. totalling to Rs.175.82 crores.

2. An order over Rs.100 crores from Blue Diamond Australia Pty. Ltd., Australia, for setting up Tank Storage Facility in Queensland, Australia.

3. Orders from multiple Municipal services customers totalling Rs.237 crores.

4. An order from Prakash Industries for a material handling project for Rs.60.24 crores.

5. An order from Bharat Coal & Chemicals for relocation of Ammonia & Coal Gasification plant Rs.237.99 crores

6. An order Suryadev Alloys and Power P Ltd. for 80MW Captive Power Plant for Rs.354 crores.

7. An order GMR Chhattisgarh Energy Private Ltd. Bangalore for Water Intake package for 2 x 685 MW Thermal Power Plant for Rs.64.62 crores.

The Company's Joint venture, Hamon Shriram Cottrel Ltd Order has a backlog as of 31st March 2011 of Rs.454 crores.

The Company's other Joint Venture, Leitner Shriram Manufacturing Ltd has a back log as of 31st March 2011 of Rs. 1054 crores.

Your Company's associate, Orient Green Power Company Limited (OGPL) raised money by way of IPO in September 2010 for Rs.900 crores to finance expansion of its business.

BUSINESS OVERVIEW

Your Company operates in two main segments; turnkey contracts and wind turbines. A brief review of the business in these segments is given below.

The turnkey contracts segment represents the Company's engineering, procurement and construction projects business, which include renewable energy projects like biomass-based power plants, metallurgical and process plant projects and municipal services projects like water and wastewater treatment plants, water and sewer infrastructure and pipe rehabilitation.

The Standalone order book was Rs.3191.30 crores (approx) on March 31, 2011 and the Consolidated Order Book was Rs.5485.20 crores (approx) on the same date.

The Board of Directors have recommended a dividend of Rs.1.20 per share. This translates into a payout of Rs.6.19 crores including an amount of Rs.0.88 crores as Dividend Distribution Tax.

Overall revenues from turnkey contracts was Rs.941.72 crores in FY 2011.

The Company's wind turbine business comprises of sale and services of 250 KW class wind turbine generators to clients.

The wind turbine business revenue was Rs.69.57 crores in FY 2010 as compared to Rs. 92.61 crores in FY 2011.

The order book for the turnkey contracts as on March 31,2011 is Rs.2974.65 crores.

CONSOLIDATED FINANCIAL STATEMENTS

The audited consolidated financial statement presented by the Company include the financial information of all its subsidiary companies prepared in accordance with the Accounting Standard (AS 21).

The Government of India, Ministry of Corporate Affairs, under Section 21 2(8) of the Companies Act, 1956 vide letter ref.51/12/2007-CL-lll dated 8th February 2011 have granted exemption from attaching the full text of the financial statements of the company's aforesaid Subsidiaries along with the company's accounts for the year ended 31st,March2011.

Necessary disclosures will be made in respect of the said subsidiaries in this Annual Report apart from the statement pursuant to Section 212 of the Companies Act, 1956.

However, on request by any member of the company/statutory authority interested in obtaining them, these documents will be made available for examination, at its registered office. Pursuant to this, a statement summarizing the financial results of all the subsidiaries is attached to the consolidated financial statement.

DIVIDEND

With a view to augment resources for growth, the Directors have recommended 12% dividend for the year.

SUBSIDIARY COMPANIES AND JOINT VENTURES

Subsidiaries

Shriram EPC (Singapore) Pte. Ltd.

Shriram EPC (Singapore) Pte Ltd. is a 100% subsidiary of your company.

The audited financial results of SEPC Singapore for Fiscals 2011, are set forth below:

(In USD, except per share data)

Fiscal 2011

Sales and other income 43500

Profit/ (Loss) after tax (188,772)

Equity capital 20,210,013

Reserves and Surplus (excluding revaluation reserves) (1) 15,57,418

Earnings/ (Loss) per share (diluted) (SGD) (2) (0.00)

Earnings/ (Loss) per share (basic) (SGD) (0.00)

Net asset value (2) 21,767,431

During the year Shriram EPC (Singapore) Pte Ltd has made a loss of US dollars (188772).

BLACK STONE GROUP TECHNOLOGIES PVT. LTD.(BGT)

BGT which had been set up as an engineering outsourcing outfit in Chennai in 1993 acts as Engineering outfit of the Group with 200 strong technical staff.

The Company holds 55% in the equity stake of BGT.

BGT along with its subsidiary has reported a consolidated turnover of Rs.12.13 crores in the year 2010-11 compared to Rs.9.28 crores in the previous year 2009-10. The Company has identified newer business opportunities to increase its presence.

JOINT VENTURES

HAMON SHRIRAM COTTRELL PRIVATE LIMITED (HSC)

The Company's joint venture Company, HSC in the field of heat exchangers, cooling towers and air pollution control systems have reported significant growth. The turnover of the Company has increased from Rs.110.56 crores in 2009-10 to Rs.158.00 crores for 2010-11.The profit before tax was 10.50 crores for 2010- 11 as compared to 11.75 crores for 2009-10.

The major milestones achieved by the Company during the year:

- Major contracts worth Rs.300 crores from Reliance Infra (Sasan UMPP, Samalkot Gas Based and Krishnapatnam UMPP), World's largest FRP Cooling Towers.

- First Natural Draft Cooling Tower with Lanco Infratech for Koradi 3x 660MW.

- First break through order with Hindalco for Aditya Aluminium 6x1 50MW with civil for Rs.50 crores.

- Successful performance testing of ESP for JSPL,Barbil with emission of less than 30mg/m .

- In order to reflect the joint venture status of HSC, your Company is consolidating HSC on a line by line basis as a JV and not as a subsidiary.

LEITNER SHRIRAM MANUFACTURING LIMITED (LSML)

LSML set up an art of facility at Gummidipoondi for the manufacture of wind turbines and the trial production commenced in March 2009, and this yearthey have had a full year of operation.

MAJOR ACHIEVEMENTS DURING THE YEAR

- Manufactured & Dispatched 100 sets of Active Parts

- LSML awarded Star Export House status

- Construction of substations at Koodangulam (50MW) and Gujarat (25MW)

- Setting up of blade manufacturing facility

- Prototype for LTW 80 1.8 MW WEG & 250KWH50

- Installation of 1.5MW WEG in Thailand - First WEG outside India

The Company's order book position from various clients like PPS Enviro, TVH, Power Gen Lanka and OGPL is approx Rs.1054 crores.

During the year under review, LSML has reported a turnover of Rs.546 crores as compared to Rs.367.35 crores during the year 2009-10 with a profit of Rs.2 crores as compared to a loss of Rs.3.50 crores during the year2009-10.

ASSOCIATES

HALDIA COKE & CHEMICALS PVT. LTD (HCCL)

During the year the Company sold its entire investments in Ennore Coke Ltd to HCCL. The Company has a 48.48% equity stake in Haldia Coke & Chemicals Pvt. Ltd, which in turn holds 60.86% equity stake in Ennore Coke Ltd.

During the year under review, HCCL has reported a consolidated turnover of Rs. 854.76 crores with a profit aftertax of Rs.20.92 crores.

SHRIRAM SEPL COMPOSITES LIMITED (SSEPL)

SSEPL is a joint venture for manufacture of specialised GRP pipes and liners. SSEPL has had a mediocre year in terms of turnover due to the new manufacturing set-up near Chennai, which got operational only by the 3rd quarter of the current financial year.

The consolidated turnover of SSEPL during the current financial year has been Rs.9.17 crores against the previous year figure of Rs.29.80 crores and a loss of Rs.6.46 crores against the previous year figure of Rs.6.29crores.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and outlook of the Company and its business is given in the Management Discussion and Analysis Report, which forms a part of this report.

CORPORATE GOVERNANCE

Your Company is in compliance with the requirements and disclosures with respect to the Code of Corporate Governance as required under Clause 49 of the Listing Agreements with the stock exchanges. A report on Corporate Governance along with a Certificate from the Auditors forms a part of this report.

ESOPs

The details required to be provided in terms of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 in respect of the stock options granted under the Shriram EPC Employee Stock Option Scheme- 2006 and the Shriram EPC Employee Stock Option Scheme-2007 are given below:

SI Particulars ESOP Scheme ESOP Scheme No 2006 2007 Date of Grant 22-11-2006 22-11-2007

1 Total number of options granted 1640161 500000

2 Exercise price Rs.10/- Rs.10/-

3 Number of options vested 1,45,943 63,950

4| Number of options exercised 3,36,122 12,500

5 Total number of shares arising as a result 3,36,122 12,500 of exercise of options

6 Number of options lapsed 37,822 11,500

7 Number of options forfeited 105753 1500

8 Variation in terms of options - -

9 Money realised by exercise of options Rs.33,61,220 Rs.1,25,000

10 Total number of options in force as on 31st 1,42,309 68,400 March, 2011

11 Grant to Senior Management - -

-Number of options

-Vesting period

12 Any other employee who - - received a grant in any one year of options amounting to 5% or more of options granted during the year

13 Identified employees who were - - granted options, during any one year equal to or exceeding 1 % of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant

The number of shares issued during the year pursuant to exercise of options under the Shriram EPC Employee Stock Option Schemes amounted to 348622 shares, resulting in dilution of EPS by 0.46%.

DIRECTORS

During the year, Mr. K Madhava Sarma, Director passed away after a brief illness. The board recorded its appreciation for the valuable services rendered by Mr. K. Madhava Sarma during his tenure of office from 2006.

During the year Mr. P D Karandikar & Mr. S Bapu were appointed as Additional Directors of the Company to hold office till the ensuing Annual General Meeting.

Mr. M. Amjad Shariff and Mr. S R Ramakrishnan retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

PARTICULARS OF EMPLOYEES

As required under the provisions of Section 217 (2A) of the Companies Act, 1 956 read with the Companies (particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are nor set out in the Report as there are no employees who are covered under this section. Having regard to the provisions of Section 219(1 )(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors confirm:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed;

2. That they 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 the profit of the company for that period;

3. That they 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; and

4. That they had prepared the annual accounts on a going concern.

REGISTRAR & SHARE TRANSFER AGENT

Cameo Corporate Services Limited Subramanian Building, V Floor No. 1, Club House Road Chennai 600 002 India Tel: (91 44)2846 0390 Fax: (91 44)2846 0129 Email: shriramepc@cameoindia.com Website: www.cameoindia.com Contact Person: Mr. R.D. Ramasamy SEBI Registration Number: INR000003753

AUDITORS

Mr. Deloitte Haskins and Sells, Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment.

APPRECIATION & ACKNOWLEDGEMENTS

The Directors wish to thank the bankers for their continued assistance and support. The Directors also wish to thank the Shareholders of the Company for their continued support even in this global recession. Further the Directors also wish to thank the customers and suppliers for their continued cooperation and support The Directors further wish to place on record their appreciation of employees at all levels for their Commitment and their Contribution.

For and on behalf of the Board

Chairman

Chennai May 25, 2011

 
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