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Directors Report of KEC International Ltd.

Mar 31, 2023

The Directors are pleased to present the Eighteenth Annual Report (Integrated) of the Company together with Consolidated and Standalone Audited Financial Statements of the Company for the financial year ended on March 31, 2023.

1. FINANCIAL RESULTS

('' in Crore)
Particulars	Consolidated		Standalone
Particulars	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22
Revenue from Operations	17,281.71	13,742.26	15,413.23	12,573.27
EBITDA	829.73	903.50	849.88	1,129.32
Finance Cost	538.59	316.00	433.91	269.30
Depreciation & Amortisation	161.48	157.86	126.96	123.32
Profit Before Tax (PBT)	160.98	443.07	325.72	755.70
Exceptional Items - Gain/(Loss)*	-	(43.64)	(75.57)	(142.84)
PBT after Exceptional Items	160.98	399.43	250.15	612.86
Tax Expenses	(15.05)	67.35	69.90	178.42
Profit After Tax	176.03	332.08	180.25	434.44
Dividend on equity shares	77.13	102.84	77.13	102.84
Exceptional items include an amount of '' 75.45 Crore towards provision for impairment of investments in subsidiary company namely KEC Investment Holdings, Mauritius on account of significant losses incurred by the Companyâs step-down subsidiary in Brazil i.e.
SAE Towers Brasil Torres de Transmissao Ltda.

2. PERFORMANCEFinancial Performance

The Financial year commenced with unprecedented volatility in commodity prices and freight rates due to the Russia-Ukraine conflict and ended with a global outlook of recession, high inflation and high interest rates. Fortunately, in the second half of the year, commodity prices began stabilizing and global logistics costs came down to near pre-pandemic levels. Notwithstanding these challenges, the Company has achieved its highest ever revenues, highest ever order intake and improved in working capital. Besides this, the Company has built a robust order book on account of its geographical and business portfolio diversification which are expected to lead to improved performance in the coming years.

On a consolidated basis, the Company has recorded a robust revenue growth of 26 percent over the previous year with highest ever revenues of '' 17,282 Crore in FY 2022-23. EBITDA margins were 4.8 percent and net profit margin was 1 percent in FY 2022-23. The overall margins for the year were affected by unfavourable commodity prices, higher logistic costs and the adverse performance of the Companyâs subsidiary, SAE in Brazil.

The order intake for the FY 2022-23 was at a record level of '' 22,378 Crore, with a robust growth of 30 percent over the previous year. The order intake has been contributed

primarily by T&D, Civil and Railways businesses and also the Cables and Oil & Gas operations.

The traction in order intake has significantly expanded the Companyâs closing order book to an all-time high of '' 30,553 Crore. Additionally, the Company has an L1 position of over '' 3,500 Crore, diversified across businesses. With this, the order book plus L1 position stands at over '' 34,000 Crore, equally divided between the T&D and Non T&D businesses.

The Company has brought down the net debt including acceptances by 1,100 Crore from its peak level of June 2022. The debt level including acceptances stands below '' 5,000 Crore at '' 4,985 Crore as on March 31,2023, largely at the same level as last year, despite a growth of 26 percent in the revenue over the previous year. The Company has also reduced the net working capital by 30 days to 118 days as on March 31,2023, from its peak level of 148 days in June 2022. The Company is confident of a further improvement in working capital going forward.

Power Transmission & Distribution (T&D) - The T&D

business has achieved revenues of '' 8,809 Crore for the year, a growth of 27 percent over the previous year. The growth has been delivered on the back of robust project execution both within and outside India. The business has significantly expanded its order book with strong order inflows of over '' 10,000 Crore across India, Middle East,

Africa, East Asia Pacific and Americas. In India T&D, the business secured orders of over '' 4,000 Crore. The business forayed into emerging areas of Digital GIS substations and HVDC terminal stations. It also expanded its customer base to include power producers and refineries in addition to the existing clientele comprising Power Grid Corporation of India Limited (PGCIL), state utilities and private developers. The recent growth in orders and focus of the Government on green hydrogen and renewables, reaffirm the Companyâs confidence in the sustained growth of the India T&D business. In International T&D, the business continues to expand its presence with multiple order wins in key markets. The business has also consolidated its leadership position in the Middle East market by re-entering Kuwait and securing large Gulf inter-connection orders. The business is witnessing a significant demand in Tower supply with orders over '' 2,000 Crore across the Middle East, North and South Americas. During the year, the business has also reinforced its presence in the international cabling solutions segment with orders from SAARC and the Middle East. Saudi Arabia is a promising market for the Company with new imminent projects in the pipeline.

In SAE, the Companyâs subsidiary in the Americas, record orders of over '' 1,500 Crore were secured across Brazil, Mexico and USA. With this, the order book plus L1 in SAE has increased to 1,600 Crore, for supply of towers, hardware and poles and engineering and testing of towers. The business is witnessing a very healthy pipeline for lattice structures and poles from the Americas. The robust supply order book, better business outlook and refinancing of local borrowings gives confidence of delivering profitable growth in SAE going forward.

The overall tender pipeline in T&D continues to remain strong both in domestic and international markets given the push for renewables, strengthening of the existing T&D infrastructure and establishment of new transmission lines, substations and underground cabling.

Railways - The Railway business has achieved revenues of '' 3,701 Crore for the year. The business continued to maintain leadership in the conventional area of Overhead Electrification (OHE) having successfully executed ~24 percent of Indiaâs railway electrification in FY 2022-23. The order intake for the business stands at 2,900 Crore, a growth of 15 percent over the previous year. The orders include conventional OHE/composite projects as well as projects in new areas of speed upgradation and technologically enabled segment of metros. With the increase in the capital allocation on Railways in the Union budget, the Company expects the tender pipeline to improve going forward. The Company continues to focus on international opportunities across the geographies on the back of its global T&D network.

Civil - The Civil business continues to deliver good performance with an impressive growth of 75 percent over the previous year with revenues of '' 3,319 Crore. The growth has been delivered on the back of robust

execution across all segments. The business has been consistent on the order intake front and has secured record order inflows of over '' 6,600 Crore including the single largest order in the history of the Company of '' 2,060 Crore in the water segment. During the year, the business strengthened its presence with significant order wins in the water, industrial, residential, public spaces and data centre segments. The business has also expanded its presence in commercial buildings and logistic parks. The uptick in order intake has significantly enhanced the order book plus L1 to over '' 10,000 Crore, comprising of turnkey EPC projects across segments from marquee clients. The Company is confident that this business will continue to grow going forward.

Oil & Gas Pipelines - The Oil & Gas pipelines business has registered a healthy growth following the acquisition of KEC Spur Infrastructure Private Limited in FY 2021-22. The business has achieved revenues of '' 483 Crore, a robust growth of 2.7 times over the previous year. The business has secured an order intake of ~ '' 500 Crore with entry into new areas such as composite station works which help in augmenting the pipeline laying capacity.

The business continues to focus on widening its market by focusing on enhancing its pre-qualifications. The business has a strong order book plus L1 of over '' 1,000 Crore comprising government and private players. The Company is confident of scaling up this business in the coming years.

Solar - In line with the Governmentâs focus on Green Hydrogen and associated renewable energy capacity addition of about 125 GW in the country by 2030, the Company has started refocusing on the Solar business. The business has commenced execution of its largest solar project of 500 MW in Karnataka secured in the second half of the year. This project will utilize tracker-based technology, further enhancing our credentials in the growing renewables market.

Cables - The Cables business continues to deliver a good performance with the highest ever revenues, order intake and profitability in FY 2022-23. The business achieved revenues of '' 1,615 Crore, a growth of 6 percent over the previous year. The business is also progressing well with the development of new products, most of which have been successfully commercialized. As a part of backward integration, the business has commissioned the PVC compounding plant at Vadodara which will help improve profitability. The Company is confident that this business will continue to grow in terms of revenue as well as margins.

3. DIVIDEND

The Board of Directors recommends a dividend of '' 3/-per equity share (150 percent of the nominal value of '' 2/-per equity share) for the financial year ended March 31, 2023. The said dividend if approved, by the Members at the ensuing Annual General Meeting, would entail a cash outflow of about '' 77.13 Crore.

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (âSEBI Listing Regulationsâ), the Company has formulated a Dividend Distribution Policy which details various considerations based on which the Board may recommend or declare Dividend. The Policy is available on the website of the Company at https://www.kecrpg.com/policies.

4. TRANSFER TO RESERVES

The Company has not transferred any amount to reserves during the year under review.

5. SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on March 31,2023 was '' 51.42 Crore. There was no change in the share capital during the year under review.

6. DEPOSITS

The Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 (âthe Actâ) and the Rules framed thereunder during the year under review. As on March 31,2023, there were no deposits lying unpaid or unclaimed.

7. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company funds its subsidiaries, from time to time, in the ordinary course of business and as per the funding requirements, through equity, loan and/or guarantee(s) to meet working capital requirements.

The loans given, investments made and guarantees given and securities provided during the year under review, are in compliance with the provisions of the Section 186 of the Act and Rules made thereunder and details thereof are given in the notes to the Standalone Financial Statements.

The performance highlights of wholly owned operating subsidiaries and their contribution to the overall performance of the Company during the financial year ended March 31, 2023 are as under:

	Performance during		Contribution to overall
Subsidiary	FY 2022-23 ('' in Crore)		performance of the Company (%)
	Revenue	Profit After Tax	Revenue	Profit After Tax
KEC Spur Infrastructure Private Limited	481.06	44.12	2.78	25.06
SAE Towers Brasil Torres de Transmissao Ltda.	827.21	(216.64)	4.79	(123.07)
SAE Towers Mexico, S de RL de CV	489.44	18.89	2.83	10.73
SAE Towers Ltd.	456.87	0.54	2.64	0.31
KEC International (Malaysia) SDN.BHD.	101.09	15.02	0.58	8.53
KEC Towers LLC	450.46	29.61	2.61	16.82
KEC EPC LLC	426.91	32.45	2.47	18.43

8. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of sub-section (3) of Section 129 of the Act and relevant SEBI Listing Regulations, the Consolidated Financial Statements of the Company, including the financial details of all the subsidiary companies, forms part of this Annual Report. The Consolidated Financial Statements have been prepared in accordance with the Accounting Standards prescribed under Section 133 of the Act.

9. SUBSIDIARY AND ASSOCIATE COMPANIES

The Company has eighteen subsidiaries as on March 31,2023, comprising of eight direct subsidiaries and ten step-down subsidiaries of which nine subsidiaries are operating subsidiaries and three subsidiaries function as special purpose vehicles. The Company has one associate company under Section 8 of the Act for the welfare of employees.

During the year under review, the Board of Directors had approved voluntary liquidation of two of the Companyâs inoperative overseas Wholly Owned Subsidiaries (âWOSâ) namely KEC Global FZ LLC and KEC Global Mauritius, domiciled in the United Arab Emirates and the Republic of Mauritius respectively. The liquidation process of KEC Global FZ LLC has been completed and the said entity has been de-registered with effect from March 08, 2023. Liquidation process of KEC Global Mauritius is in process.

Performance Highlights

Listing Regulations, the Company has formulated a policy for determining its âmaterial subsidiariesâ and the same is available on the website of the Company at https://www.kecrpg.com/policies.

10. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the provisions of clause (c) of sub-section (3) and sub-section (5) of Section 134 of the Act, the Board of Directors of the Company hereby confirm that:

1. in the preparation of the annual accounts for the financial year ended on March 31,2023, the applicable Accounting Standards have been followed and no material departures have been made from the same;

2. we have selected such accounting policies and applied 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 as at March 31,2023, and of the profit of the Company for the year ended on March 31, 2023;

3. we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. we have prepared the annual accounts for the financial year ended on March 31, 2023, on a going concern basis;

5. we have laid down internal financial controls and the same have been followed by the Company and that such internal financial controls are adequate and were operating effectively; and

6. we have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT, BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT AND CORPORATE GOVERNANCE REPORT

In terms of Regulation 34 of SEBI Listing Regulations, a separate section on Management Discussion and Analysis, Business Responsibility and Sustainability Report and Corporate Governance Report together with a certificate from a Practicing Company Secretary confirming compliance with the Regulations relating to Corporate Governance of SEBI Listing Regulations are set out and form part of this Annual Report.

12. DIRECTORS & KEY MANAGERIAL PERSONNEL12.1 Directors

During the year under review, appointment of Mr. Vinayak Chatterjee, Non-Executive Non-Independent Director of the Company, was approved by the Members of the Company at the Annual General Meeting held on June 30, 2022.

Mr. Vimal Kejriwal was re-appointed as Managing Director & CEO of the Company by the Members on August 04, 2021 effective April 01,2022 for a period of 2 years. The present term of Mr. Vimal Kejriwal as Managing Director & CEO will end on March 31, 2024. Based on the performance evaluation of Mr. Vimal Kejriwal, the Nomination and Remuneration Committee and the Board of Directors of the Company at their respective meetings held on May 03, 2023 recommended the extension of his tenure as Managing Director & CEO of the Company w.e.f. April 01, 2024 to March 31,2025, subject to approval of Members at the ensuing Annual General Meeting.

Pursuant to the provisions of sub-section (6) of Section 152 of the Act and Articles of Association of the Company, Mr. Vimal Kejriwal, Managing Director & CEO, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

In compliance with sub-regulation (3) of Regulation 36 of SEBI Listing Regulations and Secretarial Standard - 2 on General Meetings, brief resume, expertise and other details of Mr. Kejriwal are given in the Notice convening the ensuing Annual General Meeting.

The Board recommends the re-appointment of Mr. Vimal Kejriwal as stated above in the ensuing Annual General Meeting.

12.2 Key Managerial Personnel (KMP)

Pursuant to the provisions of sub-section (51) of Section 2 and Section 203 of the Act read with the Rules framed thereunder, the following persons are the Key Managerial Personnel of the Company as on March 31, 2023:

1. Mr. Vimal Kejriwal, Managing Director & CEO;

2. Mr. Rajeev Aggarwal, Chief Financial Officer; and

3. Mr. Amit Kumar Gupta, Company Secretary.

During the year under review, there were no changes in the Key Managerial Personnel of the Company.

12.3 Declaration by Independent Directors

In terms of the provisions of sub-section (6) of Section 149 of the Act and Regulation 16 of SEBI Listing Regulations including amendments thereof, the Company has received declarations from all the Independent Directors of the Company that they meet the criteria of independence, as prescribed under the provisions of the Act and SEBI Listing Regulations, as amended from time to time. There has been no change in the circumstances affecting their status as an Independent Director during the year. Further, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than

sitting fees, commission and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Board/Committee(s) of the Company.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

As per the proviso to Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors of the Company are exempted from undertaking the online proficiency self-assessment test.

12.4 Board Evaluation

The Board has carried out an annual performance evaluation of its own performance, the Directors individually and of its Committees pursuant to the provisions of the Act and the SEBI Listing Regulations.

The Board evaluation was conducted through a structured questionnaire designed, based on the criteria for evaluation laid down by the Nomination and Remuneration Committee. In order to have a fair and unbiased view of all the Directors, the Company engaged the services of an external agency to facilitate the evaluation process.

A meeting of Independent Directors was held on March 21, 2023 chaired by Mr. A. T. Vaswani, Lead Independent Director, to review the performance of the Chairman, Non-Independent Director(s) of the Company and the performance of the Board as a whole as mandated by Schedule IV of the Act and relevant provision of SEBI Listing Regulations. The Independent Directors also discussed the quality, quantity and timeliness of flow of information between the Company management and the Board, which is necessary for the Board to effectively and reasonably perform their duties. The feedback of the meeting was shared by Lead Independent Director with the Board of the Company.

The action areas identified out of evaluation process have been discussed and are being implemented.

12.5 Familiarisation Programme for Independent Directors

The details of the induction and familiarisation programme are explained in the Report on Corporate Governance and are also available on the Companyâs website i.e. www.kecrpg.com under âInvestorsâ tab.

12.6 Policy on Appointment and Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel

The Board of Directors has adopted a Nomination and Remuneration Policy in terms of the provisions of

sub-section (3) of Section 178 of the Act and SEBI Listing Regulations dealing with appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel.

The policy covers criteria for determining qualifications, positive attributes, independence and remuneration of its Directors, Key Managerial Personnel and Senior Management Personnel. The said Policy is annexed to this Report as Annexure âAâ and is also available on the Companyâs website i.e. www.kecrpg.com under âInvestorsâ tab.

12.7 Meetings of the Board of Directors

During the year under review, the Board of Directors met five times. The details are given in the Corporate Governance Report which forms a part of the Annual Report.

12.8 Meetings of the Audit Committee

During the year under review, the Audit Committee met eight times. The details of the meetings, composition and terms of the reference of the Committee are given in the Corporate Governance Report which forms a part of the Annual Report.

13. AUDITORS13.1 Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014, Price Waterhouse Chartered Accountants LLP, Chartered Accountants (Firm Registration No. 012754N/N500016) (âPwCâ), were appointed as the Statutory Auditors of the Company to hold office for a second term of five years from the conclusion of the Seventeenth Annual General Meeting until the conclusion of the Twenty Second Annual General Meeting.

The Statutory Auditorsâ Report for FY 2022-23 does not contain any qualifications, reservations, adverse remarks or disclaimers and no frauds were reported by the Auditors under sub-section (12) of Section 143 of the Act.

13.2 Cost Auditors

In terms of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the Company is required to maintain cost records in respect of its steel and cables manufacturing facilities in India and have the cost records audited by a qualified Cost Accountant.

The Board of Directors of the Company at its meeting held on May 03, 2023 on the recommendation of the Audit Committee, approved the appointment of M/s. Kirit Mehta and Co., Cost Accountants (Firm Registration No.: 000353) as the Cost Auditors for the FY 2023-24 and recommends their remuneration to the Members for their ratification at the ensuing Annual General Meeting.

The Cost Auditorsâ Report of FY 2021-22 did not contain any qualifications, reservations, adverse remarks or disclaimers and no frauds were reported by the Cost Auditors to the Company under sub-section (12) of Section 143 of the Act. The said Cost Audit Report was filed with the Ministry of Corporate Affairs on August 24, 2022.

13.3 Secretarial Auditors

In terms of the provisions of Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Parikh Parekh & Associates, Practicing Company Secretaries, as Secretarial Auditors to conduct Secretarial Audit for the FY 2022-23. The Secretarial Audit Report in Form MR-3 is annexed to this report as Annexure âBâ. The said Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks and no frauds were reported by the Secretarial Auditors to the Company under sub-section (12) of Section 143 of the Act.

14. SUSTAINABILITY AND CORPORATE SOCIAL RESPONSIBILITY

The Sustainability and Corporate Social Responsibility (âSCSRâ) Committee of the Board of Directors inter aliagives strategic direction to the Corporate Social Responsibility (CSR) initiatives, formulates and reviews annual CSR plans and programmes, formulates annual budget for the CSR programmes, monitors the progress on various CSR activities and sustainability. The sustainability areas inter alia include to review performance on sustainability goals, targets and strategy, review and recommend to the Board a Sustainability Report. Details of the composition of the SCSR Committee have been disclosed separately as part of the Corporate Governance Report.

The CSR Policy of the Company adopted in accordance with Schedule VII of the Act, outlines various CSR activities to be undertaken by the Company in the areas of promoting education, enhancing vocational skills, promoting healthcare including preventive healthcare, community development, heritage conservation and revival etc. The CSR policy of the Company is available on the Companyâs website i.e. www.kecrpg.com under âInvestorsâ tab.

The Company, in line with sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, carried out impact assessment through an independent agency in the FY 2022-23 for the applicable projects. The impact assessment report is available on the Companyâs website at https://www.kecrpg.com/ corporate-governance-csr

During the year under review, the Company continued with its ongoing CSR programmes in terms of the Annual Action Plan of the Company. The report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, is annexed to this Report as Annexure âCâ.

15. POLICY ON CODE OF CONDUCT & ETHICS AND SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

The Company has adopted the RPG Code of Corporate Governance & Ethics (âRPG Codeâ) which is applicable to all the directors and employees of the Company. The Code provides for the matters related to governance, compliance, ethics and other matters. The Code lays emphasis amongst others that all the activities and business conducted are free from the influence of corruption and bribery in line with the anti-corruption and anti-bribery laws and the Anti-Bribery and Anti-Corruption Policy and the Conflict of Interest Policy adopted by the Company. The Corporate Governance & Ethics Committee (CGEC) oversees the ethical issues and acts as a central body to monitor the compliance of the Code. To raise awareness of the Code amongst employees, the Company conducts regular awareness workshops right from the induction stage to periodic courses on a mandatory basis for all employees.

In accordance with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has adopted a Policy on Prevention of Sexual Harassment at Workplace (âthe Policyâ) to ensure prevention, prohibition and redressal of sexual harassment at workplace. The Policy has been formed to prohibit, prevent and deter the commission of the acts of sexual harassment at workplace and to provide the procedure for redressal of complaints pertaining to sexual harassment. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. The Company values and hence provides an equal employment opportunity and is committed for creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment. The Company also believes that all employees of the Company have the right to be treated with dignity. All employees are covered under this Policy and the Policy is gender neutral. The orientation programs for new employees include awareness sessions on prevention of sexual harassment and upholding the dignity of employees. During the year, the Company also conducted an awareness workshop for all the employees. No complaint of any nature was received during the year.

16. VIGIL MECHANISM//WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism, as envisaged under the provisions of sub-section (9) of Section 177 of the Act, the Rules framed thereunder and Regulation 22 of SEBI Listing Regulations for the directors, its employees as well as external stakeholders (customers, vendors, suppliers, outsourcing partners, etc.) to raise their concerns or observations without fear, or report instances of any unethical or unacceptable business practice or event of misconduct/unethical behavior, actual or suspected fraud and violation of RPG Code etc.

organization, enabling immediate action. To strengthen the EHS compliances, digital applications like E-work permits and last-minute risk assessment have been implemented across all verticals.

The Company is proactively committed toward ESG priorities which have been integrated into its business operations, to ensure sustainable growth.

The Company continues to invest in imparting industry specific EHS training by leveraging cutting-edge technologies such as Virtual and Augmented Reality and focus on risk-based safety and skill development to its employees and workmen, to ensure that all its stakeholders become more safety conscious and thereby improve the organizationâs approach towards prevention of loss.

During the year, the Company has bagged various EHS awards and appreciation from its prestigious customers and independent agencies including National Safety Council of India, British Safety Council, Greentech Foundation and Construction Industry Development Council.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has a strong commitment towards conservation of energy, natural resources and adoption of latest technology in its areas of operation. The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under clause (m) of sub-section (3) of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed to this report as Annexure âDâ.

23. PARTICULARS OF EMPLOYEES

In terms of the requirements of sub-section (12) of Section 197 of the Act read with sub-rule (1) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, the disclosures pertaining to the remuneration and other details, are annexed to this Report as Annexure âEâ.

The statement containing names and other details of the employees as required under sub-section 12 of Section 197 of the Act read with sub-rules (2) & (3) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of the Annual Report. In terms of sub-section (1) of Section 136 of the Act, the Annual Report is being sent to the Members and others entitled thereto, excluding the aforesaid information. The said information is open for inspection and any Member interested in obtaining a copy of the same may write to the Company.

The Policy provides for protecting confidentiality of those reporting violation(s) as well as evidence submitted and restricts any discriminatory practices against complainants. The Policy also provides for adequate safeguards and protection against victimization of persons who avail such mechanism. To encourage employees to report any concerns and to maintain anonymity the Policy provides direct access for grievances or concerns to be reported to the Corporate Governance and Ethics Committee (CGEC), a Committee constituted for the administration and governance of the Policy. The Policy also facilitates direct access to the Chairman of the Audit Committee in appropriate and exceptional cases. The Policy can be accessed on the Companyâs website i.e. www.kecrpg.com under âInvestorsâ tab.

17. RISK MANAGEMENT POLICY

The Company is a global infrastructure major engaged in Engineering, Procurement and Construction (âEPCâ) business and is exposed to various risks in the areas it operates. In a fast changing and dynamic business environment, the risk of geo-political and economic uncertainties, commodity price variation and currency fluctuation, interest rate fluctuation and cyber threats have increased manifold. The Companyâs Risk Management Policy outlines guidelines in identification, assessment, measurement, monitoring, mitigating, and reporting of key business risks associated with the activities conducted. The risk management mechanism forms an integral part of the business planning and review cycle of the Company.

It is designed to provide reasonable assurance towards achievement of its goals by integrating management control into daily operations, ensuring compliance with legal requirements and safeguarding the integrity of the Companyâs financial reporting and the related disclosures.

The Committee periodically validates, evaluates, and monitors key risks and reviews the measures taken for risk management and mitigation. The key business risks faced by the Company and the various mitigation measures taken by the Company are detailed in the Management Discussion and Analysis section.

18. INTERNAL FINANCIAL CONTROL

Details in respect of adequacy of internal financial controls with reference to the Financial Statements are stated in the Management Discussion and Analysis section.

19. RELATED PARTY TRANSACTIONS

All transactions entered into by the Company with related parties were in the ordinary course of business and at armâs length basis. The Audit Committee grants an omnibus approval for the transactions that are in the ordinary course of the business and repetitive in nature. For other transactions, the Company obtains specific approval of the Audit Committee before entering into any such transactions. For material related party transaction, the Company obtains prior approval of the Members of the Company. A statement giving details of all Related Party Transactions are placed before the Audit Committee on a quarterly basis for its review. Disclosure of related party transactions as required under Indian Accounting Standards (âIND ASâ) -24 have been made in the Note No. 56 to the Standalone Financial Statements.

Pursuant to SEBI Listing Regulations, the resolution seeking approval of the Member on material related party transactions with Al Sharif Group & KEC Limited Company, subsidiary of the Company, is being proposed at the ensuing Annual General Meeting. The Board recommends the said resolution for approval by the Members.

The Policy on related party transactions, as formulated by the Board is available on the Companyâs website i.e. www.kecrpg.com under âInvestorsâ tab.

20. ANNUAL RETURN

The Annual Return as required under Section 92 and Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company i.e. www.kecrpg.com under âInvestorsâ tab.

21. ENVIRONMENT HEALTH AND SAFETY (EHS)

The Company had undertaken various measures for effective and uniform implementation of EHS management across all the verticals, in line with the commitment to achieve its objective of providing an injury free workplace for all. The Company continues to be certified under the latest international standards of Integrated Management System that encompasses ISO 9001:2015, ISO 14001: 2015 and ISO 45001:2018 standards.

The Company has successfully implemented digital platform and analytics to enable data driven decisions, improve safety, and ensure strict adherence to safety rules and procedures. It has migrated to a digital Environment, Health and Safety (EHS) reporting system which provides a real time reporting & escalation framework at all levels of the

24. HUMAN RESOURCE/INDUSTRIAL RELATIONS

The Company understands that employees are its most valuable asset and recognizes talent as the primary source of competitive edge. Recognizing the crucial role of talent, the Company remains committed to enhancing its capabilities by creating a pool of talented individuals through dedicated talent pipelines and providing opportunities for developing competencies in areas such as Behavioral, Technical, Functional, and Digital skills. The Company remains focused on various learning and development initiatives to upgrade the skills and capabilities of its workforce.

Creating employee happiness has been a focus area for concerted efforts, which has led to conceptualizing, evolving and implementation of Happiness Framework, with the sole purpose of creating and sustaining Employee Engagement.

The COVID-19 pandemic has highlighted the importance of digitalization, leading to the implementation of several initiatives to ensure the safety and well-being of employees. This has resulted in a new way of working that relies on data-driven decision-making.

The Company prioritizes diversity in its workforce throughout the organization, as it improves collective skills and encourages a culture of creativity. Embracing diversity and inclusivity is a fundamental principle that ensures all employees have equal and fair opportunities.

The employee relations remained cordial throughout the year. As on March 31, 2023, the Company had 6,429 permanent employees, excluding its subsidiaries. The Board places on record its sincere appreciation for the valuable contribution made by the employees across all levels whose enthusiasm, team efforts, devotion and sense of belonging have always made the Company proud.

25. INTEGRATED ANNUAL REPORT

The Company has voluntarily published Integrated Annual Report for the financial year 2022-23, prepared as per IR Framework recommended by the International Integrated Reporting Council (IIRC) and the same is aimed at providing the Companyâs stakeholders a comprehensive depiction of the Companyâs financial and non-financial performance. The Report provides insights into the Companyâs key strategies, operating environment, risks and opportunities, governance framework and its approach towards long-term sustainable value creation across six capitals viz. financial capital, manufactured capital, intellectual capital, human capital, social and relationship capital and natural capital.

26. OTHER DISCLOSURES

The Directors state that no disclosures or reporting is required in respect of the following items, as the same is either not applicable to the Company or relevant transactions/events have not taken place during the year under review:

a. The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

b. The Company has not issued shares (including sweat equity shares) to employees under any scheme.

c. There was no revision in the financial statements.

d. There has been no change in the nature of business of the Company as on the date of this report.

e. The Managing Director & CEO of the Company did not receive any remuneration or commission from any of its subsidiaries.

f. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.

g. There have been no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.

h. There are no proceedings, pending under the Insolvency and Bankruptcy Code, 2016 corporate insolvency resolution for the end of financial year March 31, 2023.

i. There was no instance of one-time settlement with any Bank or Financial Institution.

The Company has been in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, during the financial year.

27. ACKNOWLEDGEMENT

The Directors take this opportunity to thank the Central and State Government Departments, Organizations and Agencies in India and Governments of various countries where the Company has its operations for their continued support and co-operation. The Directors are also thankful to all valuable stakeholders viz., customers, vendors, suppliers, banks, financial institutions, joint venture partners and other business associates for their continued co-operation and excellent support provided to the Company during the year. The Directors acknowledge the unstinted commitment and valuable contribution of all employees of the Company.

The Directors also appreciate and value the trust reposed in them by Members of the Company.

28. ANNEXURES

The following annexures, form part of this Report:

a. Nomination and Remuneration Policy - Annexure âAâ

b. Secretarial Audit Report - Annexure âBâ

c. Annual Report on Corporate Social Responsibility - Annexure âCâ

d. Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo - Annexure âDâ

e. Information under sub-rule (1) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 - Annexure âEâ

For and on behalf of the Board of Directors Harsh V. Goenka

Place: Mumbai Chairman

Date: May 03, 2023 (DIN: 00026726)

Mar 31, 2022

The Directors are pleased to present the Seventeenth Annual Report (Integrated) of the Company together with Consolidated and Standalone Audited Financial Statements of the Company for the financial year ended on March 31, 2022.

1. FINANCIAL RESULTS

Exceptional items include an amount of '' 43.64 Crore written off against a legacy arbitration in South Africa in both Consolidated and Standalone financial statements and an amount of '' 99.20 Crore towards provision for impairment of investments in subsidiaries in Standalone financial statement, which mainly includes '' 97.34 Crore for its investment in KEC Investment Holdings, Mauritius, on account of significant losses incurred by the Companyâs step down subsidiary in Brazil i.e. SAE Towers Brasil Torres de Transmissao Ltda.

('' in Crore)
Particulars	Consolidated		Standalone
Particulars	FY 2021-22	FY 2020-21	FY 2021-22	FY 2020-21

Revenue from Operations EBITDA Finance Cost	13,742.26 903.50 316.00 157.86 443.07 (43.64) 399.43 67.35 332.08 102.84	13,114.20	12,573.27 1,129.32 269.30 123.32 755.70 (142.84) 612.86 178.42 434.44 102.84	11,851.79
		1,141.21		1,231.73
		262.69		241.35
Depreciation & Amortisation		152.53		121.78
Profit Before Tax (PBT)		755.91		896.62
Exceptional Items - Gain/ (Loss)*		-		896.62
PBT after Exceptional Items		755.91		896.62
Tax Expenses		203.19		250.53
Profit After Tax		552.72		646.09 102.84
Dividend on equity shares		102.84		646.09 102.84

2. PERFORMANCEFinancial Performance

The Company commenced the financial year amidst a global upheaval due to the COVID-19 pandemic. The environment continued to be challenging due to a relapse of the pandemic in many countries, supply chain disruptions and continuous rise in commodity prices and logistics costs. The situation showed signs of improvement with gradual reduction in commodity prices in the last quarter of FY 2021-22. However, the ongoing conflict in Ukraine created fresh geopolitical uncertainties and a further surge in the already elevated commodity prices.

On a consolidated basis, the Company achieved a revenue of '' 13,742 Crore in FY 2021-22 with growth of about 5 percent over last year and a net profit of '' 332.08 Crore as against '' 552.72 Crore in the previous year. The growth in revenue has been contributed by good performance of Civil, Railways and Cable businesses. The Company progressed well in deploying several mechanization, automation, and digitalization initiatives, across projects to improve productivity and quality of execution. In line with the long term strategy, the share of Non-T&D businesses has now increased to 50 percent from 42 percent in the previous year. The growth could have been higher, but for a few unforeseen issues such as suspension of projects in Afghanistan, impact on Delhi metro projects due to

environmental restrictions, COVID-19 challenges in international projects and increasing commodity prices. The Company achieved an EBITDA margin of 9 percent at the standalone level and 6.6 percent at the consolidated level for FY 2021-22. The margins and net profit have been impacted primarily due to cost and time escalations in EPC projects in the Companyâs step down subsidiary in Brazil coupled with significantly higher commodity prices.

The Company has adopted a prudent approach and made an exceptional provision of '' 99.20 Crore towards impairment of investment in Subsidiaries, which mainly includes '' 97.34 Crore for its investments in KEC Investment Holdings, Mauritius, due to significant losses incurred by the Companyâs step-down subsidiary in Brazil i.e. SAE Towers Brasil Torres de Transmissao Ltda. This has impacted the Companyâs profit at the standalone level. During the year, the Company made an exceptional write-off amounting to '' 43.64 Crore towards a legacy arbitration in South Africa. This has impacted the profit both at standalone and consolidated level. Excluding the impact of these exceptional items, the net profit for FY 2021-22 was '' 564.91 Crore at the standalone level and '' 363.34 Crore at the consolidated level. During the year, the Company witnessed slightly elevated level of working capital, owing to slower collections, losses in the Companyâs step down subsidiary in Brazil and increase in inventories due to higher commodity prices. This has led to higher interest cost during the year.

During the year, the Company secured highest ever orders of '' 17,203 Crore, a robust growth of 45 percent over the previous year. The orders have been led by large contributions in the Civil and International T&D businesses. This has significantly enhanced the Companyâs closing order book to '' 23,716 Crore, a growth of 24 percent over the previous year. The Companyâs order book is well diversified across businesses with an equal share in both T&D and Non-T&D businesses.

Power Transmission & Distribution (T&D) - The T&D

business achieved revenues of ~ '' 6,900 Crore for the year. The revenues could have been higher but for global headwinds such as the political unrest in Afghanistan causing suspension of projects, pandemic challenges in international projects and the continued elevated levels of commodity prices. The business has secured significant orders of over '' 7,400 Crore across transmission lines and substations. The inflows are led by orders in the international markets, especially in the Middle East, SAARC, and Americas. In line with the Companyâs strategy, the business has expanded its footprint to two new countries this year. Despite a muted domestic environment this year, the business has strengthened its presence in India with orders of over '' 1,500 Crore from PGCIL, private players and state utilities including Green Energy Corridor projects. During the year, the business has also reinforced its presence in cabling solutions segment and has secured a large order for laying underground cables for a state utility in India.

Railways - The Railway business continued its growth trajectory as it achieved revenues of '' 3,860 Crore for the year, a growth of 13 percent compared to the previous year. The business has been successful in delivering double digit margins for the second consecutive year, despite a challenging environment. The Company continues to maintain leadership in the area of Overhead Electrification (OHE) by successfully executing about 23 percent of Indiaâs railway electrification in FY 2021-22, the highest in the industry. The business has secured orders of over '' 2,500 Crore, a growth of 46 percent over the previous year and a market share of over 20 percent. In line with its diversification journey, the business has deepened its presence in technologically enabled areas of metros with orders in OHE, Power supply, Ballastless tracks and Third rail and has also widened its presence in the conventional segments with orders in speed upgradation, port connectivity, tunnel ventilation and railway sidings. The Company has seen some good success with orders in these new areas especially in the Semi High-Speed Rail where the current market share is over 60 percent.

Civil - The Civil business has presented a robust performance with revenues of ~ '' 1,900 Crore, an impressive growth of 75 percent over the previous year. The growth has been delivered on the back of rigorous execution across metro, water pipeline and industrial projects. The business has also seen a record year in terms of order inflows in excess of '' 5,800 Crore in FY 2021-22, a growth of 4 times over the previous year. The business continued its diversification by foraying into public spaces segment with orders for construction of Airport and High Court buildings, reinforced its presence in Industrial and Residential segments, strengthened portfolio in Urban Infra and Water Pipelines segments and expanded footprint in data centers. The uptick in order intake has significantly enhanced the order book including L1 in this segment to an all-time high of over '' 7,500 Crore.

Oil & Gas Pipelines - The Company had entered the Oil & Gas cross-country pipelines business, in line with Governmentâs thrust in this sector and the Companyâs vision to strategically expand its business portfolio into adjacencies. To accelerate growth in the business, the Company acquired KEC Spur Infrastructure Private Limited (formerly known as Spur Infrastructure Private Limited) (âKEC Spurâ) making it a wholly owned subsidiary of the Company. The business has demonstrated notable performance post acquisition. The Company is leveraging cross-functional synergies with KEC Spur for faster growth. With an order book of over '' 800 Crore, this business is becoming a significant part of the Companyâs overall business portfolio.

Smart Infra - The Smart infra business secured an order as a Master System Integrator (MSI) for three smart city projects in Punjab. In terms of execution, the project for Integrated Perimeter Security System is progressing well towards completion.

Cables - The Cables business has delivered a strong performance registering its highest ever revenues and profitability during FY 2021-22. The business achieved revenues of '' 1,524 Crore with a growth of 44 percent over the previous year.

3. DIVIDEND

The Board of Directors recommends a dividend of '' 4/-per equity share i.e. 200 percent of the nominal value of '' 2/- per equity share for the financial year ended March 31, 2022. The said dividend if approved, by the Members at the ensuing Annual General Meeting, would involve a cash outflow of about '' 103 Crore.

4. TRANSFER TO RESERVES

The Company has not transferred any amount to reserves during the year under review.

5. SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on March 31,2022 was '' 51.42 Crore. There was no change in the share capital during the year under review.

The performance highlights of wholly owned operating subsidiaries and their contribution to the overall performance of the Company during the financial year ended March 31, 2022 are as under:

Subsidiary	Performance during FY 2021-22 ('' in Crore)		Contribution to overall performance of the Company (%)
Subsidiary	Revenue	Profit After Tax	Revenue	Profit After Tax
KEC Spur Infrastructure Private Limited*	180.74	16.69	1.32	5.03
SAE Towers Brasil Torres de Transmissao Ltda.	693.37	(238.61)	5.05	(71.85)
SAE Towers Mexico, S de RL de CV	185.12	0.22	1.35	0.07
SAE Towers Ltd.	186.92	0.44	1.36	0.13
KEC International (Malaysia) SDN.BHD.	145.61	4.78	1.06	1.44
KEC Towers LLC SAE Prestadora de Servicios Mexico, S de RL de CV	369.19	21.27	2.69	6.41
	12.61	(0.97)	0.09	(0.29)
performance given since October 13, 2021 being the date of acquisition.

10. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the provisions of clause (c) of sub-section (3) and sub-section (5) of Section 134 of the Act, the Board of Directors of the Company hereby confirm that:

1. in the preparation of the annual accounts for the financial year ended on March 31,2022, the applicable Accounting Standards have been followed and no material departures have been made from the same;

6. DEPOSITS

The Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 (âthe Actâ) and the Rules framed thereunder during the year under review. As on March 31,2022, there were no deposits lying unpaid or unclaimed.

7. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

8. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of sub-section (3) of Section 129 of the Act and SEBI Listing Regulations, the Consolidated Financial Statements of the Company, including the financial details of its subsidiary companies, forms part of this Annual Report. The Consolidated Financial Statements have been prepared in accordance with the Accounting Standards prescribed under Section 133 of the Act.

9. SUBSIDIARY AND ASSOCIATE COMPANIES

The Company has nineteen subsidiaries as on March 31,2022, comprising of nine direct subsidiaries and ten step-down subsidiaries, of which nine subsidiaries are

Pursuant to the provisions of Section 136 of the Act, the Financial Statements of these subsidiaries are uploaded on the website of the Company i.e. www.kecrpg.com under âInvestorsâ tab. Further, in terms of SEBI Listing Regulations, the Company has formulated a policy for determining its âmaterial subsidiariesâ which is available on the website of the Company at https://www.kecrpg.com/policies.

operating subsidiaries and three subsidiaries function as special purpose vehicles. The Company has one associate company under Section 8 of the Act for the welfare of the past employees.

During the year under review, a step-down subsidiary namely KEC EPC LLP was incorporated on October 06, 2021 in Dubai. KEC Towers LLC, a wholly owned subsidiary of the Company is the sole shareholder of KEC EPC LLP.

During the year under review, the Company acquired 100 percent equity shares of KEC Spur Infrastructure Private Limited (formerly known as Spur Infrastructure Private Limited) (âKEC Spurâ) on October 13, 2021. KEC Spur is engaged in setting up of cross-country Oil and Gas Pipelines and city gas distribution networks. The Company had entered into Oil and Gas Pipeline EPC business and this acquisition is in line with its vision to strategically expand this business. KEC Spur delivered revenues of '' 181 Crore and secured orders of '' 300 Crore in the second half of FY 2021-22. At a standalone level, KEC Spur delivered revenues of '' 255 Crore for FY 2021-22 against '' 104 Crore in the previous year, with a robust growth of 145 percent. The Company has laid special emphasis to integrate KEC Spur with the Companyâs policies and processes during the year.

Performance Highlights

2. we have selected such accounting policies and applied 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 as at March 31,2022 and of the profit of the Company for the year ended on March 31,2022;

4. we have prepared the annual accounts for the financial year ended on March 31,2022 on a going concern basis;

5. we have laid down internal financial controls and the same have been followed by the Company and that such internal financial controls are adequate and were operating effectively; and

6. we have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT, BUSINESS RESPONSIBILITY REPORT AND CORPORATE GOVERNANCE REPORT

In terms of Regulation 34 of SEBI Listing Regulations, a separate section on Management Discussion and Analysis, Business Responsibility Report and Corporate Governance Report together with a certificate from a Practicing Company Secretary confirming compliance with the Regulations relating to Corporate Governance of SEBI Listing Regulations are set out and form part of this Annual Report.

12. DIRECTORS & KEY MANAGERIAL PERSONNEL12.1 Directors

During the year under review, Mr. Vimal Kejriwal, Managing Director and CEO was re-appointed as âManaging Director and CEOâ of the Company with effect from April 01, 2022 for a further period of two years. The re-appointment was approved by the Members of the Company at the last Annual General Meeting by passing the requisite resolution in this regard.

Based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board of Directors had appointed Mr. Vinayak Chatterjee as an Additional Director in Non-Executive Non-Independent category, on the Board of the Company w.e.f. December 06, 2021 to hold office till the conclusion of ensuing Annual General Meeting. A notice under Section 160 of the Act, has been received from a Member proposing his candidature for appointment as a Director, liable to retire by rotation. Accordingly, the proposal for his appointment is included in the Notice convening the ensuing Annual General Meeting.

Pursuant to the provisions of sub-section (6) of Section 152 of the Act and Articles of Association of the Company, Mr. Harsh V. Goenka, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

I n compliance with sub-regulation (3) of Regulation 36 of SEBI Listing Regulations and Secretarial Standard - 2 on General Meetings, brief resume, expertise and other details of Director(s) proposed to be appointed/re-appointed are given in the Notice convening the ensuing Annual General Meeting.

The Board recommends the appointment/re-appointment of Directors as stated above in the ensuing Annual General Meeting.

12.2 Key Managerial Personnel

1. Mr. Vimal Kejriwal, Managing Director & CEO;

2. Mr. Rajeev Aggarwal, Chief Financial Officer; and

3. Mr. Amit Kumar Gupta, Company Secretary.

During the year under review, there were no changes in the Key Managerial Personnel of the Company.

12.3 Declaration by Independent Directors

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

The Independent Directors have registered their names in the data bank maintained with the Indian Institute of Corporate Affairs (âIICAâ). As per the proviso to Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors of the Company are exempted from undertaking the online proficiency self-assessment test.

12.4 Board Evaluation

The Board has carried out annual performance evaluation of its own performance, the Directors individually and of its Committees pursuant to the provisions of the Act and the SEBI Listing Regulations. The Board evaluation was conducted through questionnaire designed based on the criteria for evaluation laid down by the Nomination and Remuneration Committee. In order to have a fair and unbiased view of all the Directors, the Company engaged the services of an external agency to facilitate the evaluation process.

A meeting of Independent Directors was held on March 15, 2022 chaired by Mr. A. T. Vaswani, Lead Independent Director, to review the performance of the Chairman, Non-Independent Director(s) of the Company and the performance of the Board as a whole as mandated by Schedule IV of the Act and SEBI Listing Regulations. The Directors also discussed the quality, quantity and timeliness of flow of information between the Company management and the Board, which is necessary for the Board to effectively and reasonably perform their duties. The feedback of the meeting was shared by Lead Independent Director with the Board of the Company.

The action areas identified on the basis of the feedback from the evaluation process are under implementation.

12.5 Familiarisation Programme for Independent Directors

12.6 Policy on Appointment and Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel

12.7 Meetings of the Board of Directors

During the year under review, the Board of Directors met six times. The details are given in the Corporate Governance Report which forms a part of the Annual Report.

12.8 Meetings of the Audit Committee

During the year under review, the Audit Committee met eight times. The details of the meetings, composition and terms of reference of the Committee are given in the Corporate Governance Report which forms a part of the Annual Report.

13. AUDITORS13.1 Statutory Auditors

The Statutory Auditorsâ Report for the FY 2021-22 does not contain any qualifications, reservations, adverse remarks or disclaimer and no frauds were reported by the Auditors under sub-section (12) of Section 143 of the Act.

As per Section 139 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, the term of M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/N500016) as the Statutory Auditors of the Company, expires at the conclusion of Seventeenth Annual General Meeting of the Company.

The Board of Directors of the Company at their meeting held on May 03, 2022, on the recommendation of the Audit Committee, has made its recommendation for re-appointment of M/s. Price Waterhouse Chartered Accountants LLP (âPwCâ) as the Statutory Auditors of the Company, to hold office from the conclusion of Seventeenth Annual General Meeting till the conclusion of Twenty Second Annual General Meeting of the Company, subject to the approval of the Members at the ensuing Annual General Meeting.

PwC has expressed its willingness to be re-appointed as the Statutory Auditors of the Company and also confirmed its eligibility in compliance with the provisions of Sections 139, 141 and other applicable provisions of the Act.

The Board of Directors recommends to the Members the re-appointment of PwC as the Statutory Auditors of the Company. Accordingly, the proposal for their re-appointment is included in the Notice convening the ensuing Annual General Meeting.

13.2 Cost Auditors

In terms of Section 148 of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the Company is required to maintain cost records in respect of its steel and cables manufacturing facilities in India and have the cost records audited by a qualified Cost Accountant.

The Board of Directors of the Company at its meeting held on May 03, 2022 on the recommendation of the Audit Committee, approved the appointment of M/s. Kirit Mehta and Co., Cost Accountants (Firm Registration No.: 000353) as the Cost Auditors for the FY 2022-23 and recommends their remuneration to the Members for their ratification at the ensuing Annual General Meeting.

The Cost Auditorsâ Report of FY 2020-21 did not contain any qualifications, reservations, adverse remarks or disclaimers and no frauds were reported by the Cost Auditors to the Company under sub-section (12) of Section 143 of the Act. The said Cost Audit Report was filed with the Ministry of Corporate Affairs on August 16, 2021.

13.3 Secretarial Auditors

I n terms of the provisions of Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Parikh Parekh & Associates, Practicing Company Secretaries, as Secretarial Auditors to conduct Secretarial Audit for the FY 2021-22. The Secretarial Audit Report in Form MR-3 is annexed to this Report as Annexure âBâ. The said Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks and no frauds were reported by the Secretarial Auditors to the Company under sub-section (12) of Section 143 of the Act.

14. SUSTAINABILITY AND CORPORATE SOCIAL RESPONSIBILITY

The Sustainability and Corporate Social Responsibility (âSCSRâ) Committee of the Board of Directors inter alia gives strategic direction to the Corporate Social Responsibility (CSR) initiatives, formulates and reviews annual CSR plans and programmes, formulates annual budget for the CSR programmes and monitors the progress on various CSR activities. The scope of the functioning of the Committee was widened to cover sustainability and the Committee has been renamed as Sustainability and Corporate Social Responsibility Committee with effect from May 03, 2022. Details of the composition of the SCSR Committee have been disclosed separately in the Corporate Governance Report.

The CSR Policy of the Company adopted in accordance with Schedule VII of the Act, outlines various CSR activities to be undertaken by the Company in the areas of promoting education, enhancing vocational skills, promoting healthcare including preventive healthcare, community development, heritage conservation and revival, etc. The CSR policy of the Company is available on the Companyâs website i.e. www.kecrpg.com under âInvestorsâ tab.

During the year under the review, the Companyâs CSR initiative continued to include COVID-19 related relief in multiple locations, apart from its ongoing CSR programmes in terms of the Annual Action Plan of the Company. The report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, is annexed to this Report as Annexure âCâ.

15. POLICY ON CODE OF CONDUCT & ETHICS AND SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

ethics and other matters. The Code lays emphasis amongst others that all the activities and business conducted are free from the influence of corruption and bribery in line with the anti-corruption and anti-bribery laws. The Corporate Governance & Ethics Committee (CGEC) oversees the ethical issues and acts as a central body to monitor the compliance of the Code. To raise awareness of the Code amongst employees, the Company conducts regular awareness workshops from the induction stage to periodic courses on mandatory basis for all employees.

I n accordance with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has adopted a Policy on Prevention of Sexual Harassment at Workplace (âthe Policyâ) to ensure prevention, prohibition and redressal of sexual harassment at workplace. The Policy has been formed to prohibit, prevent and deter the commission of the acts of sexual harassment at workplace and to provide the procedure for redressal of complaints pertaining to sexual harassment. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. The Company provides an equal employment opportunity and is committed for creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment. The Company also believes that all employees of the Company have the right to be treated with dignity. All employees are covered under this Policy and the Policy is gender neutral. The orientation programs for new employees include awareness sessions on prevention of sexual harassment and upholding the dignity of employees. During the year under review, no complaints of any nature were received.

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism, as envisaged under the provisions of sub-section (9) of Section 177 of the Act, the Rules framed thereunder and Regulation 22 of SEBI Listing Regulations for the directors and its employees to raise their concerns or observations without fear, or report instances of any unethical or unacceptable business practice or event of misconduct/unethical behavior, actual or suspected fraud and violation of RPG Code etc.

The Policy provides for protecting confidentiality of those reporting violation(s) and restricts any discriminatory practices against them. The Policy also provides for adequate safeguards and protection against victimization of persons who avail such mechanism. To encourage employees to report any concerns and to maintain anonymity the Policy provides direct access for grievances or concerns to be reported to the Corporate Governance and Ethics Committee (CGEC), a Committee constituted for the administration and governance of the Policy. The Policy also facilitates direct access to the Chairman of the Audit Committee in appropriate and exceptional cases. The Policy can be accessed on the Companyâs website i.e. www.kecrpg.com under âInvestorsâ tab.

17. RISK MANAGEMENT POLICY

The Company is a global infrastructure major engaged in Engineering, Procurement and Construction (âEPCâ) business and is exposed to various risks in the areas it operates. In a fast changing and dynamic business environment, the risk of political and economic uncertainties, market volatility, cut-throat competition, technological and digital disruptions and cyber threats have increased manifold. The Companyâs Risk Management Policy outlines guidelines in identification, assessment, measurement, monitoring, mitigating and reporting of key business risks associated with the activities conducted. The risk management mechanism forms an integral part of the business planning and review cycle of the Company. It is designed to provide reasonable assurance towards achievement of its goals by integrating management control into daily operations, ensuring compliance with legal requirements and safeguarding the integrity of the Companyâs financial reporting and the related disclosures.

The Company has a mechanism in place to inform the Risk Management Committee and Board members about risk assessment, minimization procedures and periodical review thereof. The Risk Management Committee of the Company inter alia reviews Enterprise Risk Management functions of the Company and ensures appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company. The Committee periodically, validates, evaluates and monitors key risks and reviews the measures taken for risk management and mitigation. The key business risks faced by the Company and the various mitigation measures taken by the Company are detailed in Management Discussion and Analysis section.

18. INTERNAL FINANCIAL CONTROL

Details in respect of adequacy of internal financial controls with reference to the Financial Statements are stated in Management Discussion and Analysis section.

19. RELATED PARTY TRANSACTIONS

All transactions entered into by the Company with related parties were in the ordinary course of business and at armâs length basis. The Audit Committee grants an omnibus approval for the transactions that are in the ordinary course of the business and repetitive in nature. For other transactions, the Company obtains specific approval of the Audit Committee before entering into any such transactions. A statement giving details of all Related Party Transactions are placed before the Audit Committee on a quarterly basis for its review. Disclosure as required under Indian Accounting Standards (âIND ASâ)-24 have been made in the Note No. 56 to the Standalone Financial Statements.

There are no materially significant related party transactions entered into by the Company with its Directors/Key Managerial Personnel or their respective relatives, the Companyâs Promoter(s), its subsidiaries/joint ventures/ associates or any other related party, that may have a potential conflict with the interest of the Company at large. The Policy on Related Party Transactions, as formulated

by the Board is available on the Companyâs website i.e. www.kecrpg.com under âInvestorsâ tab.

20. ANNUAL RETURN

The Annual Return as required under Section 92 and Section 134 of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company i.e. www.kecrpg.com under âInvestorsâ tab.

21. ENVIRONMENT HEALTH AND SAFETY (EHS)

The Company has undertaken various EHS management processes and implemented them under the EHS system, in line with the commitment to achieve its objective of providing a safe workplace for its stakeholders. The Company continues to be certified under the latest international standards of Integrated Management System that encompasses ISO 9001:2015, ISO 14001: 2015 and ISO 45001: 2018 standards.

The Company is successfully leveraging modern technology and analytics to enable data driven decisions, improve safety, and ensure strict adherence to safety rules and procedures. The Company has migrated to a digital Environment, Health and Safety (EHS) reporting system which provides a real time reporting framework at all levels of the organization, enabling immediate action. The Company continues to invest in imparting industry specific EHS training by leveraging cutting-edge technologies such as Virtual and Augmented Reality and focus on risk-based safety and skill development to its employees and workmen, to ensure that all its stakeholders become more safety conscious and thereby improve the organizationâs approach towards prevention of loss.

During the year, the Company has bagged various EHS awards and appreciation from its prestigious customers and independent agencies. A separate section has been added to this Integrated Annual Report with details on EHS initiatives of the Company.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has strong commitment towards conservation of energy, natural resources and adoption of latest technology in its areas of operation. The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under clause (m) of sub-section (3) of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed to this Report as Annexure âDâ.

23. PARTICULARS OF EMPLOYEES

24. HUMAN RESOURCE / INDUSTRIAL RELATIONS

The Company understands that people are its most valuable asset and recognizes talent as the primary source of competitive edge. Realizing the criticality of talent, the Company continues to focus on capability building by building talent pool, through dedicated talent pipelines and competency upgradation through Behavioral, Technical, Functional, and Digital learning and development initiatives.

Creating employee happiness has been focus area for concerted efforts, which has led to conceptualizing, evolving and implementation of Happiness Framework, with the sole purpose of creating and sustaining Employee Engagement.

Despite unprecedented challenges posed by COVID-19 pandemic, the Company leveraged all channels of communication, reviewed and monitored crisis resolution, Health, Safety & Hygiene of employees, connected with employees and their family to align with the new normal.

The employee relations remained cordial throughout the year. As on March 31, 2022, the Company had 6,038 permanent employees, excluding its subsidiaries. The Board places on record its sincere appreciation for the valuable contribution made by the employees across all levels whose enthusiasm, team efforts, devotion and sense of belonging has always made the Company proud.

25. INTEGRATED ANNUAL REPORT

The Company has voluntarily provided Integrated Annual Report for the financial year 2021-22, prepared as per IR Framework recommended by the International Integrated Reporting Council (IIRC) and the same is aimed at providing the Companyâs stakeholders a comprehensive depiction of the Companyâs financial and non-financial performance. The Report provides insights into the Companyâs key strategies, operating environment, risks and opportunities, governance framework and its approach towards long-term sustainable value creation across six capitals viz. financial capital, manufactured capital, intellectual capital, human capital, social & relationship capital and natural capital.

26. OTHER DISCLOSURES

a) The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

b) The Company has not issued shares (including sweat equity shares) to employees under any scheme.

c) There was no revision in the financial statements.

d) There has been no change in the nature of business of the Company as on the date of this Report.

e) The Managing Director & CEO of the Company did not receive any remuneration or commission from any of its subsidiaries.

f) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.

g) There have been no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report.

h) There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016 as at the end of financial year March 31,2022.

The Company has been in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, during the financial year.

27. ACKNOWLEDGEMENT

The Directors also appreciate and value the trust reposed in them by Members of the Company.

28. ANNEXURES

The following annexures, form part of this Report:

a) Nomination and Remuneration Policy - Annexure âAâ

b) Secretarial Audit Report - Annexure âBâ

c) Annual Report on Corporate Social Responsibility - Annexure âCâ

d) Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo - Annexure âDâ

e) Information under sub-rule (1) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 - Annexure âEâ

For and on behalf of the Board of Directors Harsh V. Goenka

Place: Mumbai Chairman

Date: May 03, 2022 (DIN: 00026726)

Mar 31, 2019

The Directors are pleased to present the Fourteenth Annual Report of the Company together with Consolidated and Standalone Audited Financial Statements of the Company for the financial year ended on March 31, 2019.

1. FINANCIAL RESULTS

(Rs. in Crore)

Particulars	Consolidated		Standalone
Particulars	FY 2018-19	FY 2017-18	FY 2018-19	FY 2017-18
Revenue from Operations	11,000.53	10,090.98	10,117.80	9,075.74
EBITDA	1,149.91	1,005.72	1,086.74	910.13
Finance Cost	311.86	229.37	284.15	195.81
Depreciation & Amortisation	117.13	109.74	105.52	95.43
Profit Before Tax	756.93	690.24	735.19	641.48
Tax Expenses	261.16	229.82	237.50	211.43
Profit After Tax	495.77	460.42	497.69	430.05
Dividend on equity shares (including tax on dividend)	83.68	74.26	83.68	74.26

2. PERFORMANCE

Financial Performance

The Company continued its growth trajectory in FY 2018-19 with a 9 percent growth over FY 2017-18, achieving a turnover of Rs. 11,000.53 Crore on a consolidated basis. Profitability showed improvement with EBITDA margins expanding to reach 10.5 percent vis-a-vis 10 percent in FY 2017-18, on a consolidated level. The net profit for the year was Rs. 495.77 Crore as against Rs. 460.42 Crore in FY 2017-18, a growth of 7.61 percent. Interest as a percentage to sales stood at 2.8 percent for the year as against 2.3 percent for FY 2017-18. Higher interest rates in India and globally contributed in part to the increase in Finance Costs. On a standalone basis, the Company achieved a turnover of Rs. 10,117.80 Crore and a net profit of Rs. 430.05 Crore.

During the year, the Company secured orders of Rs.14,084 Crore, ending the year with a robust order book of Rs. 20,307 Crore as against Rs. 17,298 Crores at the end of the previous year, a growth of over 17 percent.

Power Transmission & Distribution (T&D) - The Power Transmission and Distribution business continues to be the Companyâs largest business vertical, which includes turnkey construction of power transmission lines as well as the construction of Gas Insulated Substations (GIS) and Air Insulated Substations (AIS). During the year, the T&D business secured orders of Rs. 8,791 Crore across both domestic and international markets, majorly contributed by India, SAARC and MENA regions.

During the year, the domestic market witnessed a slowdown in orders from State Electricity Boards (SEBs) and Private players. However, the Company has successfully broadened its customer base to include new SEBs in its client list.

Railways - The Railway business continued its growth trajectory with order inflows for the year of over Rs. 3,000 Crore and a large unexecuted order base of over Rs. 5,000 Crore. The business doubled its revenues to Rs. 1,918 Crore in FY 2018-19 against Rs. 844 Crore in FY 2017-18.

Civil - The Civil business bagged orders of Rs. 718 Crore in FY 2018-19 and has achieved revenues of Rs. 498 Crore, almost double of the previous year. During the year, it continued to expand its client base, as well as sub segments securing orders from the FMCG sector and select residential projects.

Solar - The Company completed the execution of one of its large projects from APGENCO during the year and secured new orders of Rs. 206 Crore. While the GST rate anomalies have been rectified by the Government during the year, the domestic markets continue to be volatile on pricing.

Cables - The Cables business has grown by 17 percent as compared to the previous year with revenues of Rs. 1,183 Crore for FY 2018-19. The revenue growth has been delivered on the back of higher exports and HT/EHV cables sales. The consolidation of the Silvassa plant operations with Vadodara plant has also led to improvement in operational efficiencies in the business.

3. DIVIDEND

The Board of Directors is pleased to recommend a final dividend of Rs. 2.70 per equity share i.e. 135 percent of the nominal value of Rs. 2/- each for the financial year ended March 31, 2019 (previous year final dividend of Rs. 2.40 per equity share of nominal value of Rs. 2/- each). The dividend, if approved by the Members in the ensuing Annual General Meeting, would involve a cash outflow of Rs. 83.68 Crore, including Dividend Distribution Tax of Rs. 14.27 Crore. The said Dividend Distribution Tax on the proposed dividend shall be set-off to the extent of the income tax paid/ payable by the Company on the dividend received/ to be received by the Company from its subsidiaries during the current FY 2019-20.

I n terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (âSEBI Listing Regulationsâ), the Company has formulated a Dividend Distribution Policy which is enclosed herewith as Annexure âAâ, and is also available on the website of the Company athttp://www.kecrpg.com/policies.

4. SHARE CAPITAL

The paid up Equity Share Capital of the Company as on March 31, 2019 was Rs. 51.42 Crore. There was no change in the share capital during the year under review.

5. DEBENTURES

As on March 31, 2019, the Company has 2,500 secured, rated, listed, non-convertible, redeemable, taxable Debentures (Series I, II and III) of the face value of Rs. 1,000,000/- each aggregating to Rs. 250 Crore issued on a private placement basis. The redemption/ repayment is in accordance with the terms of the respective Series of Debentures. These Debentures are listed on BSE Limited.

6. DEPOSITS

The Company has not accepted any deposits within the meaning of sub-section (31) of Section 2 and Section 73 of the Companies Act, 2013 (âthe Actâ) and the Rules framed thereunder. As on March 31, 2019, there were no deposits lying unpaid or unclaimed.

7. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The loans given, investments made and guarantees given & securities provided during the year under review, are in compliance with the provisions of the Section 186 of the Act and Rules made thereunder and details thereof are given in the Notes to the Standalone Financial Statements.

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT, CORPORATE GOVERNANCE REPORT AND BUSINESS RESPONSIBILITY REPORT

9. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of sub-section (3) of Section 129 of the Act and SEBI Listing Regulations, the Consolidated Financial Statements of the Company, including the financial details of all the subsidiary companies, form part of this Annual Report. The Consolidated Financial Statements have been prepared in accordance with the Accounting Standards prescribed under Section 133 of the Act.

10. SUBSIDIARY AND ASSOCIATE COMPANIES

The Company has sixteen subsidiaries as on March 31, 2019 comprising of six direct subsidiaries and ten step down subsidiaries. It also has one associate company in India and one step down Joint Venture company in Malaysia.

During the year, the Company divested its entire stake in the subsidiary, KEC Bikaner Sikar Transmission Private Limited and consequently it ceased to be the subsidiary of the Company w.e.f. February 08, 2019.

During the year, the Company through its step-down subsidiary KEC International (Malaysia) SDN. BHD. has incorporated a step-down Joint Venture company in Malaysia namely KEC GHCS (Malaysia) SDN. BHD.

Performance Highlights

The Company has four operating subsidiaries, three subsidiaries functioning as special purpose vehicles and nine subsidiaries are non-operating companies. Further, the Company has one associate company which is a company incorporated under Section 8 of the Act for the welfare of the past employees and one newly incorporated step down joint venture company which is yet to commence business.

The performance highlights of operating subsidiaries and their contribution to the overall performance of the Company during the financial year ended March 31, 2019 are as under:

Subsidiary	Performance during FY 2018-19 (Rs. in Crore)		Contribution to overall performance of the Company (%)
	Revenue	Profit After Tax	Revenue	Profit After Tax
Al Sharif Group & KEC Ltd. Co.	311.60	46.38	2.83	9.36
SAE Towers Brazil Torres de Transmisao Ltda.	645.30	35.30	5.87	7.12
SAE Towers Mexico, S de RL de CV.	300.40	(7.91)	2.73	(1.60)
SAE Towers Ltd.	208.71	0.48	1.90	0.10

Pursuant to the provisions of Section 136 of the Act, the Financial Statements of these subsidiaries are uploaded on the website of the Company i.e. www.kecrpg.comunder âInvestorsâ tab and shall also be available for inspection by any Member at the Registered Office of the Company on all working days (Monday to Friday) during business hours till the date of ensuing Annual General Meeting. Any Member desirous of having a copy of Financial Statements of subsidiary companies can obtain the same from the Company by making a written request in this regard.

Pursuant to SEBI Listing Regulations, the Company has formulated a policy for determining its âmaterial subsidiariesâ. The said Policy is uploaded on the website of the Company athttp://www.kecrpg.com/policies.

11. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the provisions of clause (c) of sub-section (3) and sub-section (5) of Section 134 of the Act, the Board of Directors of the Company hereby confirm that:

1. in the preparation of the annual accounts for the financial year ended on March 31, 2019, the applicable Accounting Standards have been followed and no material departures have been made from the same;

2. we have selected such accounting policies and applied 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 as at March 31, 2019 and of the profit of the Company for the year ended on March 31, 2019;

3. we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. we have prepared the annual accounts for the financial year ended on March 31, 2019 on a going concern basis;

5. we have laid down internal financial controls and the same have been followed by the Company and that such internal financial controls are adequate and were operating effectively; and

6. we have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. DIRECTORS & KEY MANAGERIAL PERSONNEL

12.1 Directors

Mr. Ramesh D. Chandak, who has been a Non-Executive Director since April 2, 2015, was appointed by the Board as an Independent Director for a period of five years w.e.f. May 8, 2019, subject to the approval of Members in the ensuing Annual General Meeting.

Mr. S. M. Kulkarni, Mr. G. L Mirchandani, Mr. D. G. Piramal, Mr. S. M. Trehan and Mr. Vinayak Chatterjee, who were appointed as âIndependent Directorsâ by the Members at the Ninth Annual General Meeting of the Company effective July 28, 2014 for a period of five years up to July 27, 2019, will be completing their first term as Independent Directors and are eligible for re-appointment for a second term of five years.

Mr. S. M. Kulkarni, Independent Director has expressed his desire not to be re-appointed for a second term as an Independent Director. The Board has placed on record its sincere appreciation for the valuable contributions made by Mr. Kulkarni during his long association with the Company as Director of the Company.

The evaluation of Independent Directors was conducted by the entire Board of Directors (excluding the Director being evaluated). Based on the evaluation, the Nomination and Remuneration Committee and the Board of Directors of the Company at their respective meetings held on May 7, 2019 and May 8, 2019 have recommended the re-appointment of Mr. G. L. Mirchandani, Mr. D. G. Piramal, Mr. S. M. Trehan and Mr. Vinayak Chatterjee as Independent Directors, not liable to retire by rotation, for a second terms of five consecutive years commencing from July 28, 2019 upto July 27, 2024, subject to approval of the Members by special resolution at the ensuing Annual General Meeting of the Company. The said Directors have given their consent for re-appointment and have also confirmed that they retain the status as Independent Directors and do not suffer from any disqualifications for re-appointment.

Mr. Vimal Kejriwal was appointed as Managing Director & CEO of the Company by the Members on March 30, 2015 effective April 1, 2015 for a period of 5 years. The present term of Mr. Vimal Kejriwal as Managing Director & CEO is completing on March 31, 2020. Based on the performance evaluation of Mr. Vimal Kejriwal, the Nomination and Remuneration Committee and the Board of Directors of the Company at their respective meetings held on May 7, 2019 and May 8, 2019 have recommended and approved the re-appointment of Mr. Vimal Kejriwal as Managing Director and CEO of the Company w.e.f April 1, 2020 for a further period of two years, subject to approval of Member at the ensuing Annual General Meeting.

Pursuant to the provisions of sub-section (6) of Section 152 of the Act, Mr. Vimal Kejriwal, Managing Director & CEO, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

In compliance with sub-regulation (3) of Regulation 36 of SEBI Listing Regulations, brief resume, expertise and other details of the Director(s) proposed to be appointed/ re-appointed are given in the Notice convening the ensuing Annual General Meeting.

The Board recommends the appointment/ re-appointment of Directors as stated above in the ensuing Annual General Meeting.

12.2 Key Managerial Personnel (KMP)

Pursuant to the provisions of sub-section (51) of Section 2 and Section 203 of the Act read with the Rules framed thereunder, the following persons were Key Managerial Personnel of the Company as on March 31, 2019:

1. Mr. Vimal Kejriwal, Managing Director & CEO;

2. Mr. Rajeev Aggarwal, Chief Financial Officer; and

3. Mr. Amit Kumar Gupta, Company Secretary.

During the year, Mr. Ch. V. Jagannadha Rao, Vice President-Legal & Company Secretary resigned from the services of the Company with effect from April 30, 2018. Mr. Amit Kumar Gupta, Head-Secretarial, who was appointed as âCompliance Officerâ with effect from May 01, 2018, was also appointed as Company Secretary on November 2, 2018.

12.3 Declaration by Independent Directors

I n terms of the provisions of sub-section (6) of Section 149 of the Act and Regulation 16 of SEBI Listing Regulations including amendment thereof, the Company has received declarations from all the Independent Directors of the Company that they meet with the criteria of independence as provided in the Act and SEBI Listing Regulations. There has been no change in the circumstances affecting their status as an Independent Director during the year. Further the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Company.

12.4 Board Evaluation

The Board has carried out annual performance evaluation of its own performance, the Directors individually and of its Committees as mandated under the Act and SEBI Listing Regulations. In order to have a fair and unbiased view of all the Directors, the Company engaged the services of an external agency to facilitate the evaluation process.

The Directors were provided with an electronic platform to record their views and a consolidated report was generated by the agency based on the views expressed by all the Directors. The reports generated out of the evaluation process were placed before the Board at its meeting and noted by the Directors.

Further, a meeting of Independent Directors was held to review the performance of the Chairman, Non-Independent Directors of the Company and the performance of the Board as a whole as mandated by Schedule IV of the Act and SEBI Listing Regulations. The Directors also discussed the quality, quantity and timeliness of flow of information between the Company management and the Board, which is necessary for the Board to effectively and reasonably perform their duties. The feedback of the meeting was shared with the Chairman of the Company.

12.5 Policy on Appointment and Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel

The Board of Directors has adopted a Nomination and Remuneration Policy in terms of the provisions of sub-section (3) of Section 178 of the Act and SEBI Listing Regulations dealing with appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The policy covers criteria for determining qualifications, positive attributes, independence and remuneration of its Directors, Key Managerial Personnel and Senior Management Personnel. The said Policy is annexed to this Report as Annexure âBâ.

12.6 Meetings of the Board of Directors

During the year, the Board of Directors met six times. The details are given in the Corporate Governance Report annexed to the Annual Report.

12.7 Meetings of the Audit Committee

During the year, the Audit Committee met seven times. The details of the meetings, composition and terms of the reference of the Committee are given in the Corporate Governance Report.

13. AUDITORS

13.1 Statutory Auditors

The said appointment of the Statutory Auditors was required to be ratified at every Annual General Meeting. However, pursuant to the amendment in the proviso to Section 139 which has been made effective on May 07, 2018, the requirement of ratification of appointment of Statutory Auditors at every Annual General Meeting has been omitted. In view of such omission of proviso, agenda item relating to ratification of Statutory Auditors is not included in the Notice of ensuing Annual General Meeting. Pursuant to the same, PwC continues to hold the office of Statutory Auditors for the FY 2019-20.

The Statutory Auditorsâ Report for the FY 2018-19 does not contain any qualifications, reservations, adverse remarks or disclaimer and no frauds were reported by the Auditors to the Company under sub-section (12) of Section 143 of the Act.

13.2 Branch Auditors

In terms of provisions of sub-section (8) of Section 143 of the Act read with Rule 12 of the Companies (Audit and Auditors) Rules, 2014, the audit of the accounts of the branch offices of the Company located outside India is required to be conducted by the person(s) or firm(s) qualified to act as Branch Auditors in accordance with laws of that country. The Board of Directors seek approval of the Members to authorise the Board of Directors/ Audit Committee to appoint Auditors for the branch offices of the Company and also to fix their remuneration. The Board of Directors recommends to the Members the resolution, as stated in Item No. 4 of the Notice convening the ensuing Annual General Meeting.

13.3 Cost Auditors

In terms of the provisions of Section 148 of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the cost records, in respect of manufacturing of Steel towers and Cables, are required to be audited by a qualified Cost Accountant. The Cost Auditorsâ Report does not contain any qualifications, reservations, adverse remarks or disclaimer. The Board of Directors, upon the recommendation of the Audit Committee, has appointed M/s. Kirit Mehta and Associates, Cost Accountants (Firmâs Registration No.: 000353) to conduct audit of the cost records of the Company for the FY 2019-20. In accordance with the above provisions, the remuneration payable to the Cost Auditor is required to be ratified by the Members in a General Meeting. Accordingly, the Board of Directors recommends to the Members, the resolution as stated in Item No.5 of the Notice convening the ensuing Annual General Meeting.

The Company has filed the Cost Audit Report for the FY 2017-18 with the Ministry of Corporate Affairs on August 31, 2018.

13.4 Secretarial Auditors

In terms of the provisions of Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Parikh Parekh & Associates, Practicing Company Secretaries, as Secretarial Auditors to conduct Secretarial Audit for the FY 2018-19. The Secretarial Audit Report in Form MR-3 is annexed to this report as Annexure âCâ. The said Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.

14. CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted a Corporate Social Responsibility (âCSRâ) Committee, in terms of the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, inter alia to give strategic direction to the CSR initiatives, formulate and review annual CSR plans and programmes, formulate annual budget for the CSR programmes and monitor the progress on various CSR activities. Details of the composition of the CSR Committee have been disclosed separately as part of the Corporate Governance Report. In accordance with Schedule VII of the Act, the Company had adopted a CSR Policy outlining various CSR activities to be undertaken by the Company in the areas of health, water, sanitation, promoting education, skill development etc. The CSR policy of the Company is available on the Companyâs website i.e. www.kecrpg.com under âInvestorsâ tab.

During the year under the review, the Company was required to spend 2 percent of the average net profits for the preceding three financial years calculated in terms of the provisions of Section 198 of the Act. The report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as Annexure âDâ.

15. POLICY ON CODE OF CONDUCT & ETHICS AND SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has adopted the RPG Code of Corporate Governance & Ethics (âRPG Codeâ) applicable to all the Directors and employees of the Company. The Code provides for the matters related to governance, compliance, ethics and other matters.

The Company has adopted a Policy on Prevention of Sexual Harassment at Workplace (âthe Policyâ) to ensure prevention, prohibition and redressal of sexual harassment at workplace in accordance with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Policy has been formed to prohibit, prevent or deter the commission of the acts of sexual harassment at workplace and to provide the procedure for redressal of complaints pertaining to sexual harassment. The Company is an equal employment opportunity provider and is committed for creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment. The Company also believes that all employees of the Company have the right to be treated with dignity.

An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this Policy and the Policy is gender neutral. During the year under review, no complaints of any nature were received.

16. VIGIL MECHANISM

The Vigil Mechanism as envisaged in the provisions of sub-section (9) of Section 177 of the Act, the Rules framed thereunder and Regulation 22 of SEBI Listing Regulations is implemented by the Company through a Whistle Blower Policy to enable the Directors, its employees to voice their concerns or observations without fear, or raise reports of instance of any unethical or unacceptable business practice or event of misconduct/ unethical behavior, actual or suspected fraud and violation of RPG Code etc. to the Corporate Ethics and Governance Committee.

Under the Whistle Blower Policy, confidentiality of those reporting violation(s) is protected and they shall not be subject to any discriminatory practices. The Policy also provides for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee in appropriate and exceptional cases. The Policy can be accessed on the Companyâs website i.e. www.kecrpg.com under âInvestorsâ tab.

17. RISK MANAGEMENT POLICY

The Company is engaged in Engineering, Procurement and Construction (âEPCâ) business and is exposed to various risks in the areas it operates. The Company has a well-defined risk management framework in place which works at various levels across the enterprise. The risk management mechanism forms an integral part of the business planning and review cycle of the Company and it is designed to provide reasonable assurances that goals are achieved by integrating management control into daily operations, by ensuring compliance with legal requirements and by safeguarding the integrity of the Companyâs financial reporting and its related disclosures. The identification, analysis and putting in place the process for mitigation of these risks is an ongoing process.

The Company has formed an internal Risk Management Committee of Senior Management and also takes help of external professionals to identify various risks on periodical basis. The Audit Committee reviewed these risks on periodical basis and ensured that the mitigation plan is in place. The Board of Directors of the Company at its meeting held on January 29, 2019 has constituted a Risk Management Committee of Directors as mandated by SEBI Listing Regulations for Top 500 companies determined on the basis of Market Capitalisation. The Company also has a mechanism in place to inform the Board members about risk assessment, minimization procedures and periodical review thereof.

The risks faced by the Company and the various measures taken by the Company are detailed in Management Discussion and Analysis section.

18. INTERNAL FINANCIAL CONTROL

Details in respect of adequacy of internal financial controls with reference to the Financial Statements are stated in Management Discussion and Analysis section.

19. RELATED PARTY TRANSACTIONS

All transactions entered into by the Company with related parties were in the ordinary course of business and at armâs length basis. The Audit Committee grants omnibus approval for the transactions that are in the ordinary course of the business and repetitive in nature. For other transactions, the Company obtains specific approval of the Audit Committee before entering into any such transactions. Disclosures as required under Indian Accounting Standards (âIND ASâ) -

24 have been made in the Note No. 49 to the Standalone Financial Statements.

There are no materially significant related party transactions entered into by the Company with its Directors/ Key Managerial Personnel or their respective relatives, the Companyâs Promoter(s), its subsidiaries/ joint ventures/ associates or any other related party, that may have a potential conflict with the interest of the Company at large. The Policy on related party transactions, as formulated by the Board is available on the Companyâs website i.e. www.kecrpg.comunder âInvestorsâ tab.

20. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of sub-section (3) of Section 92 and sub-section (3) of Section 134 of the Act and the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return as on March 31, 2019 in the prescribed Form MGT-9 is enclosed as Annexure âEâ and copy of Annual Return as on March 31, 2019 shall be placed on the Companyâs website www.kecrpg.comunder âInvestorsâ tab.

21. ENVIRONMENT HEALTH AND SAFETY (EHS)

The Company is committed to achieve the EHS objective of providing safe workplace and has undertaken various EHS management processes and deployed methodologies and implemented them under the EHS system.

The Company on a continuous basis imparts EHS industry specific training to its employees and workmen to ensure that our employees become more safety conscious and thereby improve the organizationâs approach towards prevention of loss.

The Company has bagged various EHS awards and appreciation from its prestigious customers and independent agencies. A separate section has been added to this Annual Report giving details on EHS objectives of the Company and various awards received by the Company.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

23. PARTICULARS OF EMPLOYEES

In terms of the provisions of sub-rules (2) and (3) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other details of the employees drawing remuneration in excess of the limits set out in these Rules forms part of the Annual Report. In terms of Section 136 of the Act, this report is being sent to the Members and others entitled thereto, excluding the aforesaid information. The said information shall be available for inspection by the Members at the Registered Office of the Company during business hours on all working days (Monday to Friday) upto the date of the ensuing Annual General Meeting. The said information shall also be provided to any Member of the Company, who sends a written request to the Company.

24. HUMAN RESOURCE/INDUSTRIAL RELATIONS

The Company understands that employees are vital and valuable assets. The Company recognises people as the primary source of its competitiveness and continues its focus on people development by leveraging technology and developing a continuously learning human resource base to unleash their potential and fulfill their aspirations. The strategic thrust of Human Resource has been on improvement of the performance of employees through training & development and also to identify outperformers who have potential for taking higher responsibilities.

The employee relations remained cordial throughout the year. The Company had 5,040 permanent employees on its rolls as on March 31, 2019. The Board places on record its sincere appreciation for the valuable contribution made by employees across all levels whose enthusiasm, team efforts, devotion and sense of belonging has always made the Company proud.

25. OTHER DISCLOSURES

Your Directors state that no disclosures or reporting is required in respect of the following items, as the same is either not applicable to the Company or relevant transactions/ events have not taken place during the year under review:

a. The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

b. The Company has not issued shares (including sweat equity shares) to employees under any scheme.

c. The Managing Director & CEO of the Company did not receive any remuneration or commission from any of its subsidiaries.

d. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.

e. There have been no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.

f. The Company has been in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, during the financial year.

26. ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the Central and State Government Departments, Organizations and Agencies for their continued support and co-operation. The Directors are also thankful to all valuable stakeholders viz., customers, vendors, suppliers, banks, financial institutions, joint venture partners and other business associates for their continued co-operation and excellent support provided to the Company during the year. The Directors acknowledge the unstinted commitment and valuable contribution of all employees of the Company.

Your Directors also appreciate and value the trust reposed in them by Members of the Company.

27. ANNEXURES

The following annexures, form part of this Report:

a. Dividend Distribution Policy - Annexure âAâ

b. Nomination and Remuneration Policy - Annexure âBâ

c. Secretarial Audit Report - Annexure âCâ

d. Annual Report on Corporate Social Responsibility -Annexure âDâ

e. Extract of Annual Return - Annexure âEâ

f. Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo - Annexure âFâ

g. Information under sub-rule (1) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 - Annexure âGâ.

For and on behalf of the Board of Directors

H. V. Goenka

Chairman

Place: Mumbai (DIN: 00026726)

Date: May 8, 2019

Mar 31, 2018

To the Members of KEC International Limited

The Directors are pleased to present the Thirteenth Annual Report of the Company together with the Consolidated and Standalone Audited Financial Statements of the Company for the financial year ended on March 31, 2018.

1. FINANCIAL RESULTS

(Rs. in Crore)

Particulars	Consolidated		Standalone
	FY 2017-18	FY 2016-17	FY 2017-18	FY 2016-17
Revenue from Operations	10,096.37	8,755.05	9,075.74	7,737.09
EBITDA	1,006.18	817.88	910.13	710.67
Finance Cost	246.61	253.61	195.81	208.83
Depreciation & Amortisation	109.74	129.69	95.43	115.39
Profit Before Tax	690.24	463.44	641.48	423.53
Tax Expenses	229.82	158.67	211.43	141.71
Profit After Tax	460.42	304.78	430.05	281.82
Dividend on equity shares (including tax on dividend)	74.26	49.51	74.26	49.51

2. PERFORMANCE Financial Performance

The Company continued its growth trajectory in FY 2017-18.

On a consolidated basis, the Company achieved a turnover of Rs.10,096 Crore, with a 15 percent growth over FY 2016-17. Revenue growth was mainly seen in Transmission & Distribution (âT&Dâ) and Railways businesses. Profitability showed improvement with EBITDA margins on a consolidated level expanding by 62 bps in FY 2017-18 to reach 10 percent. The net profit for the year was Rs.460 Crore in FY 2017-18 as against Rs.305 Crore in FY 2016-17, a robust growth of 51 percent. The Company could achieve substantial reduction in its interest costs through better working capital management. On a standalone basis, the Company achieved a turnover of Rs.9,076 Crore and a net profit of Rs.430 Crore.

During the year, the Company secured orders of Rs.15,098 Crore, which is a healthy 22 percent increase over last year. The sharp increase in order intake was led by the Railways business which gained from the increased spending on railway infrastructure in the country. The order intake was also enhanced by T&D business which made substantial inroads in Brazil and SAARC regions. The closing order book of the Company was at Rs.17,298 Crore, with a significant contribution from verticals like Railways and Civil.

Power Transmission & Distribution - The Power Transmission and Distribution business continues to be the largest business vertical which includes construction of power transmission lines on turnkey basis as well as construction of Gas Insulated Substations (GIS) and Air Insulated Substations (AIS) on turnkey basis. During the year, the T & D business secured orders of Rs.9,681 Crore across both domestic and international markets.

On the international front, the Company was able to achieve significant order intake from Brazil (through its wholly owned subsidiary) and in the SAARC region. The Company continued to receive order inflows from other geographies such as MENA and Africa.

Railways - The Railways business witnessed strong growth both in terms of order intake as well as revenue. The order intake was significantly higher at Rs.3,910 Crore amounting to 26 percent of the total order intake. The business achieved revenues of Rs.844 Crore in FY 2017-18 against Rs.446 Crore in FY 2016-17

Civil - The Civil business bagged orders of Rs.483 Crore in FY 2017-18 and was profitable in its first year of commercial operations. Civil business was able to also establish itself across good clients base.

Solar - The Company continued the execution of its Solar projects in hand during FY 2017-18. However, due to various issues such as increasing module prices, customs duty imposition on Solar Panels and GST rate anomalies the order intake in this business remained muted.

Cables - The Cables business secured orders worth Rs.1,024 Crore in FY 2017-18. The Company merged its Silvassa plant operations with Vadodara plant in the last quarter of FY 2017-18 for better operational efficiencies. Due to higher GST and shifting of Silvassa plant, the revenue of Cables business got impacted in FY 2017-18.

3. DIVIDEND

The Board of Directors is pleased to recommend a final dividend of Rs.2.40 per equity share i.e. 120 percent of the nominal value of Rs.2/- each for the financial year ended March 31, 2018 (previous year final dividend of Rs.1.60/- per equity share of nominal value of Rs.2/- each). The dividend, if approved by the Members in the ensuing Annual General Meeting, would involve a cash outflow of Rs.74.26 Crore, including Dividend Distribution Tax of Rs.12.56 Crore.

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (âthe Listing Regulationsâ), the Company has formulated a Dividend Distribution Policy which is enclosed herewith as Annexure A, and is also available on the website of the Company at http://www.kecrpg.com/policies.

4. SHARE CAPITAL

The paid up Equity Share Capital of the Company as on March 31, 2018 was Rs.51.42 Crore. There was no change in the share capital during the year under review.

5. DEBENTURES

As on March 31, 2018, the Company has 2,500 secured, rated, listed, non-convertible, redeemable, taxable Debentures (Series I, II and III) of the face value of Rs.1,000,000/- each aggregating to Rs.250 Crore issued on a private placement basis. The redemption/ repayment is in accordance with the terms of the respective series of Debentures. These Debentures are listed on BSE Limited.

6. FIXED DEPOSITS

The Company has not accepted any deposits within the meaning of sub-section (31) of Section 2 and Section 73 of the Companies Act, 2013 (âthe Actâ) and the Rules framed thereunder. As on March 31, 2018, there were no deposits lying unpaid or unclaimed.

7. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT, BUSINESS RESPONSIBILITY REPORT AND CORPORATE GOVERNANCE REPORT

In terms of Regulation 34 of the Listing Regulations, a separate section on Management Discussion and Analysis, Business Responsibility Report and Corporate Governance Report together with a certificate from a Practicing Company Secretary confirming compliance with the Regulations relating to Corporate Governance of the Listing Regulations form part of this Annual Report.

9. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of sub-section (3) of Section 129 of the Act and the Listing Regulations, the Consolidated Financial Statements of the Company, including the financial details of all the subsidiary companies, form part of this Annual Report. The Consolidated Financial Statements have been prepared in accordance with the Accounting Standards prescribed under Section 133 of the Act.

10. SUBSIDIARY AND ASSOCIATE COMPANIES

The Company has seventeen subsidiaries as on March 31, 2018 comprising of seven direct subsidiaries and ten step down subsidiaries. The Company also has one associate company in India.

During the year, five step down subsidiaries of the Company located at Delaware, USA namely KEC International Holdings LLC, KEC Brazil LLC, KEC Mexico LLC, KEC Transmission LLC and KEC US LLC have been merged with SAE Towers Holdings LLC, a step down subsidiary at Delaware, USA with effect from September 29, 2017.

During the year, the Company has acquired 2.10 percent shares in Al Sharif Group & KEC Limited Company, a Joint Venture company located in Saudi Arabia. Consequent to such acquisition, the shareholding of the Company has increased from 49 percent to 51.10 percent and the Joint Venture company has become a subsidiary of the Company with effect from March 26, 2018.

Pursuant to the provisions of sub-section (3) of Section 129 of the Act and read with Rule 5 of Companies (Accounts) Rules, 2014, the salient features of the Financial Statements of each of the subsidiaries and associate companies are set out in the prescribed Form AOC-1, which forms part of the Financial Statements section of the Annual Report.

Pursuant to the provisions of Section 136 of the Act, the financial statements of these subsidiaries are uploaded on the website of the Company i.e. www.kecrpg.com under âInvestorsâ tab and shall also be available for inspection by any Member at the Registered Office of the Company on all working days (Monday to Friday) during business hours till the date of ensuing Annual General Meeting. Any Member desirous of having a copy of Financial Statements of subsidiary companies can obtain the same from the Company by making a written request in this regard.

Pursuant to the Listing Regulations, the Company has formulated a policy for determining its âmaterial subsidiariesâ.

The said Policy is uploaded on the website of the Company at http://www.kecrpg.com/policies.

11. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the provisions of clause (c) of sub-section (3) and sub-section (5) of Section 134 of the Act, the Board of Directors of the Company hereby confirms that:

1. in the preparation of the annual accounts for the financial year ended on March 31, 2018, applicable Accounting Standards have been followed and no material departures have been made from the same;

2. we have selected such accounting policies and applied 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 as at March 31, 2018 and of the profit of the Company for the year ended on that date;

3. we have taken proper and sufficient care 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;

4. we have prepared the annual accounts for the financial year ended on March 31, 2018 on a going concern basis;

5. we have laid down internal financial controls and the same have been followed by the Company and that such internal financial controls are adequate and were operating effectively; and

6. we have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. DIRECTORS & KEY MANAGERIAL PERSONNEL

12.1 Directors

During the year under review, Mr. S. S. Thakur, Independent Director ceased to be a Director pursuant to his resigning from the directorship of the Company w.e.f. the close of business hours on November 06, 2017. The Board has placed on record its appreciation for the valuable contributions made by Mr. Thakur during his long association as a Director of the Company.

With a view to further strengthen the Board of the Company, the Board has, pursuant to the provisions of Section 149 of the Act and the Listing Regulations, appointed Ms. Manisha Girotra as an Independent Director of the Company for a period of five years with effect from February 06, 2018, subject to approval of the Members of the Company at the ensuing Annual General Meeting.

Pursuant to the provisions of sub-section (6) of Section 152 of the Act, Mr. Ramesh D. Chandak, Non-Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Under sub-regulation (1A) of Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, which would be effective from April 01, 2019, it is required to avail approval of Members by way of Special Resolution to appoint or continue the directorship of Non-Executive Directors who have attained the age of seventy five years. Mr. A. T. Vaswani and Mr. S. M. Kulkarni, Non-Executive Directors, have attained the age of seventy-five years and Mr. G. L. Mirchandani, Non-Executive Director, would be attaining the age of seventy-five years in June 2018. It is proposed to obtain the approval of Members in the ensuing Annual General Meeting for continuation of directorship of Mr. A. T. Vaswani, Mr. S. M. Kulkarni and Mr. G. L. Mirchandani.

In compliance with sub-regulation (3) of Regulation 36 of the Listing Regulations, brief resume, expertise and other details of the Director(s) proposed to be appointed/ re-appointed are given in the Notice convening the ensuing Annual General Meeting.

The Board recommends the appointment of Ms. Manisha Girotra, re-appointment of Mr. Ramesh D. Chandak as Directors of the Company and the continuation of directorship of Mr. A. T. Vaswani, Mr. S. M. Kulkarni and Mr. G. L. Mirchandani in the ensuing Annual General Meeting.

12.2 Key Managerial Personnel (KMP)

1. Mr. Vimal Kejriwal, Managing Director & CEO;

2. Mr. Rajeev Aggarwal, Chief Financial Officer; and

3. Mr. Ch. V. Jagannadha Rao, Vice President-Legal & Company Secretary.

Mr. Ch. V. Jagannadha Rao, Vice President-Legal & Company Secretary has resigned from the services of the Company with effect from close of business hours on April 30, 2018.

12.3 Declaration by Independent Directors

I n terms of the provisions of sub-section (6) of Section 149 of the Act and Regulation 16 of the Listing Regulations, the Company has received declarations from all the Independent Directors of the Company that they meet with the criteria of independence as provided in the Act and the Listing Regulations. There has been no change in the circumstances affecting their status as an Independent Director during the year. Further, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Company.

12.4 Board Evaluation

Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of the Directors individually. In order to have a fair and unbiased view of all the Directors, the Company engaged the services of an external agency to facilitate the evaluation process.

Further, a meeting of Independent Directors, chaired by Mr. A. T. Vaswani, Lead Independent Director, was held pursuant to Schedule IV of the Act and the Listing Regulations to review the performance of the Chairman, Non-Independent Directors of the Company and the performance of the Board as a whole. The Directors also discussed the quality, quantity and timeliness of flow of information between the Company management and the Board, which is necessary for the Board to effectively and reasonably perform their duties. The feedback of the meeting was shared with the Chairman of the Company.

12.5 Policy on appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel

The Board of Directors has adopted a Nomination and Remuneration Policy in terms of the provisions of sub-section (3) of Section 178 of the Act dealing with appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The policy covers criteria for determining qualifications, positive attributes, independence and remuneration of its Directors, Key Managerial Personnel and Senior Management Personnel. The said Policy is annexed to this Report as Annexure âBâ.

12.6 Meetings of the Board of Directors

The Board of Directors met five times during the year. The details of these meetings are given in the Corporate Governance Report which forms part of this Annual Report. Further, the Board has also dealt with certain items through circular resolutions, which were confirmed by the Directors at the subsequent Board meeting.

12.7 Meetings of the Audit Committee

The Audit Committee met eight times during the year. The details of the meetings, composition of the Committee and terms of the reference of the Committee are given in the Corporate Governance Report.

13. AUDITORS

13.1 Statutory Auditors

Price Waterhouse Chartered Accountants LLP, Chartered Accountants (Firmâs Registration No. 012754N/ N500016) (âPwCâ), were appointed as the Statutory Auditors of the Company to hold office for a period of five years from the conclusion of the Twelfth Annual General Meeting until the conclusion of the Seventeenth Annual General Meeting. The said appointment of the Statutory Auditors was required to be ratified at every Annual General Meeting. However, pursuant to the amendment in the proviso to Section 139 which has been made effective on May 07, 2018, the requirement of ratification of appointment of Statutory Auditors at every Annual General Meeting has been omitted. In view of such omission of proviso, agenda item relating to ratification of Statutory Auditors is not included in the Notice of ensuing Annual General Meeting. Pursuant to the same, PwC continues to hold the office of Statutory Auditors for the FY 2018-19.

The Statutory Auditorsâ Report for the FY 2017-18 does not contain any qualifications, reservations, adverse remarks or disclaimer and no frauds were reported by the Auditors to the Company under sub-section (12) of Section 143 of the Act.

13.2 Branch Auditors

In terms of provisions of sub-section (8) of Section 143 of the Act read with Rule 12 of the Companies (Audit and Auditors) Rules, 2014, the audit of the accounts of the branch offices of the Company located outside India is required to be conducted by the person(s) or firm(s) qualified to act as Branch Auditors in accordance with laws of the respective countries. The Board of Directors seek approval of the Members to authorise the Board of Directors/ Audit Committee to appoint Auditors for the branch offices of the Company and also to fix their remuneration. The Board of Directors recommends to the Members, the resolution as stated in Item No. 4 of the Notice convening the ensuing Annual General Meeting.

13.3 Cost Auditors

In terms of the provisions of Section 148 of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the cost records, in respect of manufacturing of Steel towers and Cables, are required to be audited by a qualified Cost Accountant. The Cost Auditorsâ Report does not contain any qualifications, reservations, adverse remarks or disclaimer. The Board of Directors, upon the recommendation of the Audit Committee, has appointed M/s. Kirit Mehta and Associates, Cost Accountants (Firmâs Registration No.: 000353) to conduct audit of the cost records of the Company for the FY 2018-19. In accordance with the above provisions, the remuneration payable to the Cost Auditor is required to be ratified by the Members in a General Meeting. Accordingly, the Board of Directors recommends to the Members, the resolution as stated in Item No. 5 of the Notice convening the ensuing Annual General Meeting.

The Company has filed the Cost Audit Report for the FY 2016-17 with the Ministry of Corporate Affairs on August 31, 2017.

13.4 Secretarial Auditors

In terms of the provisions of Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Parikh Parekh & Associates, Practicing Company Secretaries, as Secretarial Auditors to conduct Secretarial Audit for the FY 2017-18. The Secretarial Audit Report in Form MR-3 is annexed to this report as Annexure âCâ. The said Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.

14. CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted a Corporate Social Responsibility (âCSRâ) Committee, in terms of the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, inter alia to give strategic direction to the CSR initiatives, formulate and review annual CSR plans and programmes, formulate annual budget for the CSR programmes and monitor the progress on various CSR activities. Details of the composition of the CSR Committee have been disclosed separately as part of the Corporate Governance Report. In accordance with Schedule VII of the Act, the Company had adopted a CSR Policy outlining various CSR activities to be undertaken by the Company in the areas of health, water, sanitation, promoting education, skill development etc. The CSR policy of the Company is available on the Companyâs website i.e. www.kecrpg.com under âInvestorsâ tab.

15. POLICY ON CODE OF CONDUCT & ETHICS AND SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has adopted the RPG Code of Corporate Governance & Ethics (âRPG Codeâ) applicable to all the Directors and employees of the Company. The RPG Code provides for the matters related to governance, compliance, ethics and other matters.

16. VIGIL MECHANISM

17. RISK MANAGEMENT POLICY

The risks faced by the Company and the various measures taken by the Company are detailed in Management Discussion and Analysis section.

18. INTERNAL FINANCIAL CONTROL

Details in respect of adequacy of internal financial controls with reference to the Financial Statements are stated in Management Discussion and Analysis section.

19. RELATED PARTY TRANSACTIONS

All transactions entered into by the Company with related parties were in the ordinary course of business and on armâs length basis. The Audit Committee grants omnibus approval for the transactions that are in the ordinary course of the business and repetitive in nature. For other transactions, the Company obtains specific approval of the Audit Committee before entering into any such transactions. Disclosures as required under Indian Accounting Standards (âIND ASâ)-24 have been made in the Note No. 48 to the Standalone Financial Statements.

There are no materially significant related party transactions entered into by the Company with its Directors/ Key Managerial Personnel or their respective relatives, the Companyâs Promoter(s), its subsidiaries/ joint ventures/ associates or any other related party, that may have a potential conflict with the interest of the Company at large. The policy on related party transaction, as formulated by the Board is available on the Companyâs website i.e. www.kecrpg.com under âInvestorsâ tab.

20. EXTRACT OF ANNUAL RETURN

21. ENVIRONMENT HEALTH AND SAFETY (EHS)

The Company, on a continuous basis, imparts EHS industry specific training to its employees and workmen to ensure that our employees become more safety conscious and thereby improve the organizationâs approach towards prevention of loss.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

23. PARTICULARS OF EMPLOYEES

I n terms of the requirements of sub-section (12) of Section 197 of the Act read with sub-rule (1) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, the disclosures pertaining to the remuneration and other details, are given in Annexure âGâ.

24. HUMAN RESOURCE/ INDUSTRIAL RELATIONS

The employee relations remained cordial throughout the year. The Company had 4,599 permanent employees on its rolls as on March 31, 2018. The Board places on record its sincere appreciation for the valuable contribution made by employees across all levels whose enthusiasm, team efforts, devotion and sense of belonging has always made the Company proud.

25. OTHER DISCLOSURES

a. The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

b. The Company has not issued shares (including sweat equity shares) to employees under any scheme.

c. The Managing Director & CEO of the Company did not receive any remuneration or commission from any of its subsidiaries.

d. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.

e. There have been no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.

26. ACKNOWLEDGEMENT

Your Directors also appreciate and value the trust reposed in them by Members of the Company.

27. ANNEXURES

The following annexures, form part of this Report:

a. Dividend Distribution Policy - Annexure âAâ

b. Nomination and Remuneration Policy - Annexure âBâ

c. Secretarial Audit Report - Annexure âCâ

d. Annual Report on Corporate Social Responsibility -Annexure âDâ

e. Extract of Annual Return - Annexure âEâ

f. Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo - Annexure âFâ

g. Information under sub-rule (1) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 - Annexure âGâ

For and on behalf of the Board of Directors

H. V. Goenka

Chairman

(DIN: 00026726)

Place: Mumbai

Date: May 14, 2018

Mar 31, 2017

To the Members of KEC International Limited

The Directors are pleased to present the Twelfth Annual Report of the Company together with Consolidated and Standalone Audited Financial Statements of the Company for the financial year ended on March 31, 2017.

1. FINANCIAL RESULTS

(Rs. in Crore)

Particulars	Consolidated		Standalone
Particulars	FY 2016-17	FY 2015-16*	FY 2016-17	FY 2015-16*
Revenue from Operations	8,755.05	8,709.62	7,737.09	7,882.24
EBITDA	817.88	692.33	710.67	679.12
Finance Cost	253.61	279.39	208.83	237.94
Depreciation & Amortisation	129.69	131.78	115.39	118.01
Profit Before Tax	463.44	291.42	423.53	338.73
Tax Expenses	158.67	143.57	141.71	143.29
Profit After Tax	304.78	147.84	281.82	195.44
Dividend on equity shares (including tax on dividend)	49.51	30.89	49.51	30.89
Transfer to General Reserve	28.18	15.80	28.18	15.80

*FY 2015-16 numbers are restated as per Indian Accounting Standards (IND AS).

2. PERFORMANCE

Financial Performance

The Company continued on its growth trajectory in Financial Year 2016-17.

On a consolidated basis, the Company achieved a turnover of Rs.8,755 Crore, with a marginal growth over FY 2015-16. Revenue continued to be impacted due to the commodity prices remaining flat for a major part of the year, and slow down in the oil producing economies. However, the Company delivered significantly on the profitability front, with EBITDA margins on a consolidated level expanding by 126 bps for FY 2016-17 from Rs.692 Crore in FY 2015-16 to Rs.818 Crore in FY 2016-17. The margin improvement was primarily driven by internal efficiencies and improvements in margin profile of businesses like railways and the Companyâs wholly owned subsidiary SAE Towers. The net profit for the year was Rs.305 Crore in FY 2016-17 as against Rs.148 Crore in FY 2015-16, a strong growth of 106 percent Year on Year. The Company could achieve substantial reduction in its interest costs through better working capital management, which resulted in a significant improvement in profitability. On a standalone basis, the Company achieved a turnover of Rs. 7,737 Crore and a net profit of Rs. 282 Crore.

During the year, the Company secured orders of Rs. 12,361 Crore;which is an impressive 42 percent increase over last year. The sharp increase in the order book was led by the international T&D business, which made substantial inroads into new geographies and the railways business, which could benefit from increased spending on railway infrastructure in the country. The closing order book of the Company was at Rs.12,631 Crore, with a significant contribution from verticals like railways and solar. The order book profile gives good visibility on both the revenue and profitability front.

Power Transmission & Distribution - The power transmission and distribution business continues to be the largest business vertical which includes construction of power transmission lines on turnkey basis as well as construction of Gas Insulated Substations (GIS) and Air Insulated Substations (AIS) on turnkey basis. During the year, this vertical secured orders of Rs. 9,345 Crore across the domestic and international markets.

In the domestic markets, the Company has successfully broadened its customer base to include private players who are setting up power transmission projects in India, as well as State Electricity Boards. The Company continues to be a major contractor for Power Grid Corporation of lndia Limited.

On the international front, despite global uncertainties and subdued commodity prices for a larger part of the financial year, the Company was able to achieve a significant order intake in international markets. As part of its diversification strategy, the Company was able to enter the East Asia Pacific region with tender wins in Malaysia and Thailand. Also, within the Middle East the Company successfully de-risked its exposure in certain key markets with tender wins in Jordan and Egypt. In Africa, the Company could win projects in countries like Tanzania, Zambia, Mozambique and Senegal.

The Company has increased its focus on executing turnkey contracts in Brazil through its wholly owned subsidiary, SAE Towers.

Railways - The railway business saw a remarkable growth in FY 2016-17, both in terms of order intake as well as revenues. This vertical secured orders worth Rs.1,427 Crore, which includes both overhead electrification works and composite turnkey contracts for various railway agencies in India. The Company has closed almost all the legacy projects in the railways business leading to a much improved profitability.

Renewables - The Company continued to consolidate its presence in the solar EPC space and this business vertical secured orders worth Rs.613 Crore in FY 2016-17. The Company also bagged a large order for a 100 MW solar project in South India.

Cables - The Cables business secured orders worth Rs.976 Crore in FY 2016-17. Soft commodity prices continued to affect the business in the first half of the year. However, the Company was able to turn this business around and this vertical was able to achieve profitability in FY 2016-17.

Civil - In view of the high growth potential, the Company has forayed into Civil EPC business. To start with, the Company has identified Industrial Plants, Residential & Non Residential buildings as attractive areas in Civil space.

3. DIVIDEND

The Board of Directors has recommended a dividend of Rs.1.60/- per equity share i.e. 80 percent of nominal value of Rs.2/- each for the financial year ended March 31, 2017 (previous year Interim dividend of Rs.1/- per equity share of nominal value of Rs.2/- each.). The dividend, if approved by the Members in the ensuing Annual General Meeting, would involve a cash outflow of Rs.49.51 Crore, including Dividend Distribution Tax of Rs. 8.37 Crore.

4. GENERAL RESERVE

The Board of Directors proposes to transfer an amount of Rs.28.18 Crore to the General Reserve.

5. SHARE CAPITAL

The paid up Equity Share Capital of the Company as on March 31, 2017 was Rs.51.42 Crore. There was no change in the share capital during the year under review.

6. DEBENTURES

During the year, the Company, on October 28, 2016 has issued and allotted 2,500 secured, rated, listed, non-convertible, redeemable, taxable Debentures (Series I, II and III) of the face value of Rs. 1,000,000/- each aggregating to Rs.250 Crore on a private placement basis.

The Company has repurchased on November 25, 2016, 750 secured, rated, listed, non-convertible, redeemable, taxable Debentures (Series I and II) of the face value of Rs.1,000,000/- each aggregating to Rs.75 Crore, which were issued and allotted earlier on August 20, 2014.

7. FIXED DEPOSITS

The Company has not accepted any deposits within the meaning of sub-section (31) of Section 2 and Section 73 of the Companies Act, 2013 (hereinafter referred to as âthe Actâ) and the Rules framed thereunder. As on March 31, 2017, there were no deposits lying unpaid or unclaimed.

8. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The loans given, investments made and guarantees given & securities provided during the year under review, are in compliance with the provisions of the Act and Rules framed thereunder and details thereof are given in the Notes to the Standalone Financial Statements.

9. MANAGEMENT DISCUSSION AND ANALYSIS, CORPORATE GOVERNANCE REPORT AND BUSINESS RESPONSIBILITY REPORT

In terms of Regulation 34 of the Listing Regulations, a separate section on Management Discussion and Analysis, Business Responsibility Report and Corporate Governance Report together with a certificate from the Companyâs Statutory Auditors confirming compliance with Regulations relating to Corporate Governance of the Listing Regulations are set out and forms part of this Annual Report.

10. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of sub-section (3) of Section 129 of the Act and the Listing Regulations, the Consolidated Financial Statements of the Company, including the financial details of all the subsidiary companies, forms part of this Annual Report. The Consolidated Financial Statements have been prepared in accordance with the Accounting Standards prescribed under Section 133 of the Act.

11. SUBSIDIARY COMPANIES

The Company has twenty one subsidiaries as on March 31, 2017 out of which six are direct subsidiaries and fifteen are step down subsidiaries. The Company also has one joint venture in Saudi Arabia and one associate company in India. During the year, no company became/ ceased to be a subsidiary/ associate/joint venture of the Company.

Pursuant to the provisions of sub-section (3) of Section 129 of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, the salient features of the Financial Statements of each of the subsidiaries, associates and joint venture companies are set out in the prescribed Form AOC-1, which forms part of the Financial Statements section of the Annual Report. Further, pursuant to the provisions of Section 136 of the Act, the Financial Statements of subsidiary companies are uploaded on the website of the Company i.e. www.kecrpg.comunder âInvestorsâ tab and shall also be available for inspection by any Member at the Registered Office of the Company on all working days (Monday to Friday) during business hours till the date of the ensuing Annual General Meeting. Any Member desirous of having a copy of Financial Statements of subsidiary companies can obtain the same from the Company by making a written request in this regard.

12. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the provisions of clause (c) of sub-section (3) and sub-section (5) of Section 134 of the Act, the Board of Directors of the Company hereby states and confirms that:

1. in the preparation of the annual accounts for the financial year ended on March 31, 2017, applicable Accounting Standards have been followed and no material departures have been made from the same;

2. we have selected such accounting policies and applied 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 as at March 31, 2017 and of the profit of the Company for the year ended on that date;

3. we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013forsafeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

4. we have prepared the annual accounts for the financial year ended on March 31, 2017 on a going concern basis;

5. we have laid down internal financial controls and the same have been followed by the Company and that such internal financial controls are adequate and were operating effectively; and

6. we have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. DIRECTORS & KEY MANAGERIAL PERSONNEL

13.1 Directors

During the year under review, there was no change in the composition of the Board of Directors of the Company. Pursuant to the provisions of sub-section (6) of Section 152 of the Act, Mr. H. V. Goenka, Non-Executive Chairman, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers him self for re-appointment.

In compliance with sub-regulation (3) of Regulation 36 of the Listing Regulations, brief resume, expertise and other details of the Director proposed to be re-appointed is given in the Notice convening the ensuing Annual General Meeting.

The Board recommends the re-appointment of Mr. H. V. Goenka as Director of the Company.

13.2 Key Managerial Personnel (KMP)

Pursuant to the provisions of sub-section (51) of Section 2 and Section 203 of the Act read with the Rules framed thereunder, the following persons are Key Managerial Personnel of the Company:

1. Mr. Vimal Kejriwal, Managing Director & CEO;

2. Mr. Rajeev Aggarwal, Chief Financial Officer; and

3. Mr. Ch. V. Jagannadha Rao, Vice President-Legal & Company Secretary.

There was no change in the KMP of the Company during the year under review.

13.3 Declaration by Independent Directors

In terms of the provisions of sub-section (6) of Section 149 of the Act and Regulation 16 of the Listing Regulations, each of the Independent Directors of the Company have submitted a declaration that each of them continues to meet the criteria of independence as provided in the Act and the Listing Regulations.

13.4 Board Evaluation

Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, the Directors individually and also of all the Committees of the Board. In order to have a fair and unbiased view of all the Directors and to facilitate the evaluation, the Company availed the services of an external agency. The Directors were provided with an electronic platform to record their views and a consolidated report was generated by the agency based on the views expressed by all the Directors. The reports generated out of the evaluation process were placed before the Board at its meeting and noted by the Directors.

Further, a meeting of Independent Directors was held pursuant to Schedule IV of the Act and the Listing Regulations to review the performance of the Chairman and Non-Independent Directors of the Company and the performance of the Board as a whole. The Directors also discussed the quality, quantity and timeliness of flow of information between the Company management and the Board, which is necessary for the Board to effectively and reasonably perform their duties. The feedback of the meeting was shared with the Chairman of the Company.

13.5 Policy on appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel

The Board of Directors, on recommendation of Nomination and Remuneration Committee, has adopted a Nomination and Remuneration Policy in terms of the provisions of sub-section (3) of Section 178 of the Act dealing with appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The policy covers criteria for determining qualifications, positive attributes, independence and remuneration of its Directors, Key Managerial Personnel and Senior Management Personnel. The said Policy is annexed to this Report as Annexure âBâ.

13.6 Meetings of the Board of Directors

The Board of Directors met 5 (Five) times during the year, details of which are given in the Corporate Governance Report annexed to the Annual Report.

13.7 Meetings of Audit Committee

The Audit Committee met 9 (Nine) times during the year under review. The details of the meetings, composition of the Committee and the terms of reference of the Committee are given in the Corporate Governance Report.

14. AUDITORS

14.1 Statutory Auditors

M/s. Deloitte Haskins & Sells (âDHSâ), Chartered Accountants (Firmâs Registration No.: 117365W) were appointed as the Statutory Auditors of the Company, to hold office from the conclusion of the Ninth Annual General Meeting until the conclusion of the Twelfth Annual General Meeting. They shall cease to hold the office from the conclusion of the ensuing Annual General Meeting. The Board places on record its sincere appreciation for the services rendered by DHS during their tenure as Statutory Auditors of the Company.

The Board of Directors at its meeting held on january 31, 2017, recommended appointment of Price Waterhouse Chartered Accountants LLP (Firmâs Registration No. 012754N/N500016) (âPwCâ) as Statutory Auditors of the Company to hold office from the conclusion of the ensuing Twelfth Annual General Meeting up to the conclusion of Seventeenth Annual General Meeting subject to ratification by the Members in every Annual General Meeting. PwC has expressed its willingness to be appointed as the Statutory Auditors of the Company and also confirmed its eligibility in compliance with the provisions of Section 139, 141 and other applicable provisions of the Act. The Board of Directors recommend to the Members to pass the resolution for appointment of PwC as the Statutory Auditors of the Company as stated in Item No. 4 of the Notice convening the ensuing Annual General Meeting.

The Statutory Auditorsâ Report for the FY 2016-17 does not contain any qualifications, reservations, adverse remarks or disclaimer and no frauds were reported by the Auditors to the Company under sub-section (12) of Section 143 of the Act.

14.2 Branch Auditors

In terms of provisions of sub-section (8) of Section 143 of the Act read with Rule 12 of the Companies (Audit and Auditors) Rules, 2014, audit of the accounts of the branch offices of the Company located outside India is required to be conducted by the person(s) or firm(s) qualified to act as Branch Auditors in accordance with laws of that country. Approval of the Members is sought to authorise the Board of Directors/Audit Committee to appoint Branch Auditors in consultation with the Statutory Auditors for the branch offices of the Company outside India and also to fix their remuneration. The Board of Directors recommends to the Members the resolution, as stated in Item No. 5 of the Notice convening the ensuing Annual General Meeting.

14.3 Cost Auditors

In terms of the provisions of Section 148 of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the cost records, in respect of manufacturing of Steel towers and Cables, are required to be audited by a qualified Cost Accountant. The Cost Auditorsâ Report does not contain any qualifications, reservations, adverse remarks or disclaimer. The Board of Directors, upon the recommendation of the Audit Committee, had appointed M/s. Kirit Mehta and Associates, Cost Accountants (Firmâs Registration No.: 000353) to conduct audit of the cost records of the Company for the FY 2017-18. In terms of the above provisions, the remuneration payable to the Cost Auditor is required to be ratified by the Members in General Meeting. Accordingly, the Board of Directors recommends the Members, the resolution as stated in Item No. 6 of the Notice convening the ensuing Annual General Meeting.

The Company has filed the Cost Audit Report for the FY 2015-16 with the Ministry of Corporate Affairs on August 26, 2016.

14.4 Secretarial Auditors

In terms of the provisions of Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Parikh Parekh & Associates, Practicing Company Secretaries, as Secretarial Auditors to conduct Secretarial Audit for the FY 2016-17. The Secretarial Audit Report in the prescribed Form MR-3 is annexed to this report as Annexure âC. The said Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks by the Secretarial Auditors.

Further the Board of Directors, upon recommendation of Audit Committee has appointed M/s. Parikh Parekh & Associates, Practicing Company Secretaries as Secretarial Auditors for the FY 2017-18.

15. CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted a Corporate Social Responsibility (âCSRâ) Committee, in terms of the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, inter alia to give strategic direction to the CSR initiatives, formulate and review annual CSR plans and programmes, formulate annual budget for the CSR programmes and monitor the progress on various CSR activities. Details of the composition of the CSR Committee have been disclosed separately as part of the Corporate Governance Report. In accordance with Schedule VII of the Act, the Company, as a part of its CSR initiative, has adopted a CSR Policy outlining various CSR activities to be undertaken by the Company in the areas of health, water, sanitation, promoting education, skill development etc. The CSR policy of the Company is available on the Companyâs website i.e. www.kecrpg.com under âInvestorsâ tab.

During the year under review, the Company was required to spend 2 percent of the average net profit for the preceding three financial years calculated in terms of the provisions of Section 198 of the Act. The report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as Annexure âOâ.

16. POLICY ON CODE OF CONDUCT & ETHICS AND SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is committed to create a safe and healthy working environment that enables the employees to work without any fear or prejudice, gender bias and sexual harassment at workplace. Accordingly, the Company has made a Policy on Prevention of Sexual Harassment at Workplace on prevention, prohibition and redressal of sexual harassment of women at workplace in accordance with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaint Committee has been constituted to address grievance(s) of the victims. During the year under review, no complaints of any nature were received under the provisions of Sexual Harassment of Women at Workplace Act.

17. WHISTLE BLOWER POLICY

The Vigil Mechanism as envisaged in the provisions of sub-section (9) of Section 177 of the Act, the Rules framed thereunder and Regulation 22 of the Listing Regulations is implemented by the Company through a Whistle Blower Policy to enable the Directors, its employees to voice their concerns or observations without fear, or raise reports of instance of any unethical or unacceptable business practice or event of misconduct/unethical behavior, actual or suspected fraud and violation of RPG Code etc., to the Corporate Ethics and Governance Committee. The Policy also provides for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee in appropriate and exceptional cases. The Policy can be accessed on the Companyâs website i.e. www.kecrpg.com under âInvestorsâ tab.

18. RISK MANAGEMENT POLICY

The Company has a mechanism in place to inform the Board members about risk assessment and minimization procedures and a periodical review of the same. The risk management forms an integral part of the business planning and review cycle of the Company. The Company is engaged in Engineering, Procurement and Construction (âEPCâ) business and is exposed to various risks in the areas it operates. The Companyâs Risk Management mechanism is designed to provide reasonable assurances that objectives are met by integrating management control into daily operations, by ensuring compliance with legal requirements and by safeguarding the integrity of the Companyâs financial reporting and its related disclosures. The identification, analysis and putting in place the process for mitigation of these risks is an ongoing process. The Company has formed an internal Risk Management Committee of Senior Management and also takes help of external professionals to identify various risks on periodical basis. The Audit Committee reviews these risks on periodical basis and ensures that the mitigation plan is in place. The risks faced by the Company and the various measures taken by the Company are detailed in Management Discussion and Analysis section.

19. INTERNAL FINANCIAL CONTROL

Details in respect of adequacy of internal financial controls with reference to the Financial Statements are stated in Management Discussion and Analysis section.

20. RELATED PARTY TRANSACTIONS

There are no materially significant related party transactions entered into by the Company with its Directors/Key Managerial Personnel or their respective relatives, the Companyâs Promoter(s), its subsidiaries/ joint ventures/associate or any other related party, that may have a potential conflict with the interest of the Company at large. The policy on related party transaction, as formulated by the Board is available on the Companyâs website i.e. www.kecrpg.com under âInvestorsâ tab.

21. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of sub-section (3) of Section 92 and sub-section (3) of Section 134 of the Act and Companies (Management and Administration) Rules, 2014, the extract of the Annual Return as on March 31, 2017 in the prescribed Form MGT-9 is enclosed as Annexure âEâ.

22. ENVIRONMENT HEALTH AND SAFETY (EHS)

The Company is committed to achieve the EHS objective of accident free workplace. The Company has undertaken various EHS management processes and deployed methodologies and implemented them under the EHS system to ensure that our employees become more safety conscious and to improve the organizationâs approach towards prevention of loss.

The Company on a continuous basis imparts EHS industry specific training to its employees and workmen. These robust EHS management processes help the Company in preventing loss of life and property damage incidents.

The Company has bagged various EHS awards and appreciation from its prestigious customers and independent agencies. The awards include âOutstanding, Health & Safetyâ (OHS) Trophy from the Employers Association of Rajasthan at the 52^nd Foundation Year & Best Employer 2015 Award Celebration. The Company also won the Best Safety Practice Award by Power Grid Corporation of India Limited (PGCIL) for its 400kV Chittorgarh Transmission Line Project.

A separate section has been added to this Annual Report giving details on EHS objectives of the Company.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has strong commitment towards conservation of energy, natural resources and adoption of latest technology in its area of operations. The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under clause (m) of subsection (3) of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, are provided in the prescribed format and the same is enclosed as Annexure âF.

24. PARTICULARS OF EMPLOYEES

In terms of the requirements of sub-section (12) of Section 197 of the Act read with sub-rule (1) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, the disclosures pertaining to the remuneration and other details, are given in Annexure âGâ.

25. HUMAN RESOURCE/INDUSTRIAL RELATIONS

The Company understands that employees are vital and valuable assets. The Company recognises people as the primary source of its competitiveness and continues its focus on people development by leveraging technology and developing a continuously learning human resource base to unleash their potential and fulfill their aspirations. The strategic thrust of Human Resource has been on improvement of the performance of employees through training & development and also to identify out performers who have potential for taking higher responsibilities.

The employee relations remained cordial throughout the year. The Company had 4,207 permanent employees on its rolls as on March 31, 2017. During the year, the Company was also recognised as Great Place to Work-Certifiedâ¢ by Great Place to WorkÂ® institute under their Certification programme. The Board places on record its sincere appreciation for the valuable contribution made by employees across all levels whose enthusiasm, team efforts, devotion and sense of belonging has made the Company proud.

26. OTHER DISCLOSURES

Your Directors state that no disclosures or reporting is required in respect of the following items, as the same is either not applicable to the Company or relevant transactions/events have not taken place during the year under review:

a. The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

b. The Company has not issued shares (including sweat equity shares) to employees under any scheme.

c. The Managing Director & CEO of the Company did not receive any remuneration or commission from any of its subsidiaries.

d. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.

e. There have been no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.

27. ACKNOWLEDGMENT

Your Directors also appreciate and value the trust reposed in them by Members of the Company.

28. ANNEXURES

The following annexures form part of this Report:

a. Dividend Distribution Policy-Annexure âAâ

b. Nomination and Remuneration Policy-Annexure âBâ

c. Secretarial Audit Report-Annexure C

d. Annual Report on Corporate Social Responsibility -Annexure âOâ

e. Extract of Annual Return - Annexure âEâ

f. Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo - Annexure F

g. Information under sub-rule (1) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014- Annexure âGâ

For and on behalf of the Board of Directors

H. V. Goenka

Chairman

(DIN: 00026726)

Place: Mumbai

Date: May 19, 2017

Mar 31, 2016

The Directors have pleasure in presenting the Eleventh Annual Report along with the Consolidated and Standalone Audited Financial Statements of the Company for the financial year ended on March 31, 2016.

1. FINANCIAL RESULTS

(Rs. in Crore)

Particulars Consolidated Standalone

FY FY FY FY 2015-16 2014-15 2015-16 2014-15

Net Revenue from Operations 8,516.33 8,467.80 6,463.61 6,592.09

EBITDA 679.29 511.80 448.31 327.46

Finance Cost 277.43 308.86 231.26 252.13

Depreciation & Amortisation 87.56 88.11 69.96 70.40

Profit Before Tax 324.56 261.06 259.13 182.34

Tax Expenses 133.06 100.08 101.12 71.61

Profit After Tax 191.52 160.99 158.01 110.74

Dividend on equity shares * 30.89 27.85 30.89 27.85 (including tax on dividend)

Transfer to General Reserve 15.80 11.07 15.80 11.07

*Interim Dividend declared on March 14, 2016.

2. PERFORMANCE

Financial Performance

In FY 2015-16, several measures were taken for improving the financial performance of the Company which yielded positive results.

On a consolidated basis, the net revenue from operations for FY 2015-16 was Rs. 8,516 Crore, a marginal growth over FY 2014-15. Revenue growth was flat primarily on account of soft commodity prices, significant depreciation of Brazilian Real and delay in conversion of some large lowest bidder (L1) positions into orders. EBITDA for FY 2015-16 was Rs. 679 Crore, a strong growth of 33 percent over FY 2014-15. EBITDA margin expanded by 200 bps in FY 2015-16. The net profit excluding the impact of asset sale in FY 2015-16 increased to Rs. 186 Crore, a strong growth of 168 percent over FY 2014-15. The net profit including the impact of sale of the asset in FY 2015-16 increased to

Rs. 192 Crore, a growth of 19 percent over FY 2014-15. On a standalone basis, the net revenue from operations was Rs. 6,464 Crore and the net profit was Rs. 158 Crore, including profit on sale of Telecom Towers'' business of Rs. 5 Crore.

The Company secured orders of Rs. 8,714 Crore in FY 2015-16, an increase of 6 percent over the previous year. This is notwithstanding the impact of soft commodity prices and adverse currency movement in the Company''s key market Brazil. The closing order book position was at Rs. 9,449 Crore. The Company is expecting to receive significant orders in near term as it already has one of the highest L1 pipeline.

During the year under review, the Company saw a very significant improvement in the profitability. The transmission business continues to perform well both in terms of revenue and profitability. The Company''s wholly owned subsidiary, SAE Towers, has turned around this year to make a profit. The Company also took necessary and rigorous steps for closing old projects in its Railway and Water businesses. However, the profitability of the Railways and Water businesses were impacted due to costs associated with project closures. The soft commodity prices resulted in under absorption of fixed costs in the Company''s Cables business.

Operational highlights

The key highlights of the Company''s various businesses are as follows:

Power Transmission & Distribution Â This is the Company''s largest business vertical which provides end- to-end solutions for power evacuation from generating stations to consumer distribution points. During the year under review, the Company has expanded its presence into underground cabling and Substation business internationally.

The Company secured orders for Rs. 7,329 Crore in this division during the year across India, MENA, Africa, Asia and the Americas. The orders include largest ever single order in transmission business from Power Grid Corporation of India Limited (PGCIL) and one of the largest orders in Africa from Ghana Grid Company.

Building on to its business transformation exercise which the Company completed last year, it has maintained the pace of implementation in line with changing client requirements.

The successful implementation of the transformation exercise has led to reduction in execution cycles for projects across the Company''s businesses and the Company has also completed some of the projects ahead of schedule. In recognition, the Company had received an appreciation letter from PGCIL for completing the Indo Bangladesh cross border line 5 months ahead of schedule. PGCIL also appreciated the Company''s work by conferring upon it three of its most coveted awards for FY 2015-16 - Best Transmission Line Contractors award, award for Institutionalizing Best Safety Practices and an award for Overall Performance Demonstrated. The Company also won the Outstanding Quality award for a National Grid project in Saudi Arabia.

Last year the Company had strengthened its presence in domestic Substation business by securing large and prestigious orders for the establishment of various Gas Insulated Substations (GIS). This year the Company has further expanded this business in international markets by securing orders in Saudi Arabia, Bhutan and Afghanistan.

The Company has also started expanding on cabling projects with orders in Saudi Arabia.

The Company has also expanded its strong global EPC expertise in Americas through its wholly owned subsidiary SAE Towers. In addition to the 5 (Five) EPC projects secured earlier in Brazil, this year the Company secured one more such order.

Cables Â The Cables business secured orders of Rs. 967 Crore in FY 2015-16. Cable being a commodity driven business, the impact of significant deceleration in prices of Copper and other metals impacted the revenue and the order values. The Cables business has now received complete approval for 220 kV Cables from KEMA, Netherlands which will help in expansion of the EHV Cables portfolio in international markets.

Railways Â The Company secured a composite order of Rs. 288 Crore for electrification, civil works, track laying, signaling and telecommunication works in Madhya Pradesh from Rail Vikas Nigam Limited. The order sizes in traditional rail businesses have started to increase and the Company intends to participate in these projects going forward. The reduction in timelines to award a project and a strong tender pipeline is expected to drive growth in this business.

Renewables Â During the year, the Company ramped up its presence in the renewables business by securing orders of Rs. 130 Crore. These orders are mainly for EPC work of Solar PV power plants.

Water Â This year the Company''s focus has been on completing or closing the balance Water Resource Management (WRM) projects. The Company has managed to complete most of the projects this year and remaining projects are expected to be completed in FY 2016-17. The technology projects like Waste Water Treatment (WWT) are under execution and the Company has selectively bid for these projects.

During the year under review, there was no change in the nature of business of the Company.

3. DIVIDEND

The Board of Directors had during the year, approved payment of interim dividend at the rate of Rs. 1/- (Rupee One only) per equity share, of face value of Rs. 2/- each, to the Members of the Company as at the closing hours on March 24, 2016, being the record date fixed by the Board of Directors for this purpose. Interim Dividend was paid on March 29, 2016. With a view to conserve the resources for future expansion and business growth, the Board does not recommend any further dividend and that the interim dividend be considered as final dividend for the financial year ended on March 31, 2016.

4. GENERAL RESERVE

The Board of Directors proposes to transfer an amount of Rs. 15.80 Crore to the General Reserve.

5. SHARE CAPITAL

The paid up Equity Share Capital of the Company as on March 31, 2016 was Rs. 51.42 Crore and remained unchanged during the financial year under review.

6. FIXED DEPOSITS

The Company has not accepted any deposits within the meaning of sub-section (31) of Section 2 and Section 73 of the Companies Act, 2013 (hereinafter referred to as "the Act") and the Rules framed thereunder.

7. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The loans given, investments made and guarantees and securities provided during the year under review, are in compliance with the provisions of the Act and Rules made thereunder and details thereof are given in the Notes to the Standalone Financial Statements.

8. MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORT

In terms of Clause 49 of the erstwhile Listing Agreement and Regulation 34 of the Securities and Exchange

Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "the Listing Regulations"), a separate section on Management Discussion and Analysis and Corporate Governance Report together with a certificate from the Company''s Statutory Auditors confirming compliance with Corporate Governance clauses of erstwhile Listing Agreement and Listing Regulations, are set out and forms part of this Annual Report.

9. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provision of sub-section(3) of Section 129 of the Act and the Listing Regulations, the Consolidated Financial Statements of the Company, including the financial details of all the subsidiary companies of the Company, forms part of this Annual Report. The Consolidated Financial Statements have been prepared in accordance with the Accounting Standards prescribed under Section 133 of the Act.

10. SUBSIDIARY COMPANIES

The Company has twenty one subsidiary companies which includes step down subsidiaries as well.

During the year under review, the Company had incorporated a subsidiary Company namely KEC Bikaner Sikar Transmission Private Limited as a Special Purpose Vehicle (SPV), to execute a project awarded to the Company by Rajasthan Rajya Vidyut Prasaran Nigam Limited in the state of Rajasthan.

Jay Railway Projects Private Limited, a wholly owned subsidiary of the Company, merged with the Company on December 30, 2015, with appointed date of April 01, 2014. Further, during the year under review, SAE Towers Panama Holdings LLC and SAE Towers Panama S de RL Panama, step down subsidiaries, were dissolved.

Pursuant to the provision of sub-section (3) of Section 129 of the Act read with Rule 5 of Companies (Accounts) Rules, 2014, the salient features of the Financial Statements of each of the subsidiaries, associate and joint venture companies are set out in the prescribed Form AOC-1, which forms part of the Annual Report. The Financial Statements of these subsidiaries are uploaded on the website of the Company i.e. www.kecrpg.com under ''Investors'' tab and the same shall also be made available for inspection by any Member at the Registered Offce of the Company on all working days (except Saturdays) during business hours till the date of Annual General Meeting. A copy of these Financial Statements shall be provided to any Member of the Company, upon receipt of a written request for the same.

11. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of clause (c) of sub-section (3) and sub-section (5) of Section 134 of the Act, the Board of Directors of the Company hereby state and confirm that:

1. in the preparation of the annual accounts for the financial year ended on March 31, 2016, applicable accounting standards have been followed and no material departures have been made from the same;

2. we have selected such accounting policies and applied 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 as at March 31, 2016 and of the profit of the Company for the year ended on that date;

3. we have taken proper and sufficient care 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;

4. we have prepared the annual accounts for the financial year ended on March 31, 2016 on a going concern basis;

5. we have laid down internal financial controls and the same have been followed by the Company and that such internal financial controls are adequate and were operating effectively; and

6. we have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. DIRECTORS & KEY MANAGERIAL PERSONNEL

12.1 Directors

Pursuant to the provisions of Section 152 of the Act, Mr. R. D. Chandak, Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. Further during the year, the Board of Directors had appointed Mr. Vimal Kejriwal as an Additional Director. Pursuant to Section 161 of the Act and Article 124 of the Articles of Association of the Company, Mr. Vimal Kejriwal holds office up to the date of the ensuing Annual General Meeting of the Company. The Company has received a notice from a Member of the Company under Section 160 of the Act, proposing the candidature of Mr. Vimal Kejriwal as Director of the Company.

In compliance with Regulation 36(3) of the Listing Regulations, brief resume, expertise and other details of all the Directors proposed to be appointed/reappointed are given in the Notice convening the ensuing Annual General Meeting.

The Board recommends the aforesaid appointment/ reappointment of the Directors.

12.2 Key Managerial Personnel (KMP)

Pursuant to the provisions of sub-section (51) of Section 2 and Section 203 of the Act read with the Rules framed thereunder, the following are Key Managerial Personnel of the Company:- 1. Mr. Vimal Kejriwal, Managing Director & CEO;

2. Mr. R. D. Chandak, Managing Director*;

3. Mr. Rajeev Aggarwal, Chief Financial officer; and

4. Mr. Ch. V. Jagannadha Rao, Vice President-Legal and Company Secretary.

* Retired from the close of business hours on April 01, 2015.

12.3 Declaration by Independent Directors

Pursuant to provision of sub-section (6) of Section 149 of the Act and Regulation 17 of the Listing Regulations, each of the Independent Directors of the Company namely Mr. A. T. Vaswani, Mr. D. G. Piramal, Mr. G. L. Mirchandani, Ms. Nirupama Rao, Mr. S. M. Kulkarni, Mr. S. M. Trehan, Mr. S. S. Thakur and Mr. Vinayak Chatterjee have submitted a declaration that each of them continues to meet the criteria of independence as provided in the Act and Listing Regulations.

12.4 Board Evaluation

Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, the Directors individually and also of all the Committees of the Board. The Directors were provided with an electronic platform to record their views. The reports generated out of the evaluation process were placed before the Board at its Meeting and noted by the Directors.

The performance of the Board and its Committees was evaluated by the Board after seeking inputs from the Directors on the basis of criteria such as Board composition, strategy, performance management, risk management etc. The performance of the Committees was evaluated using parameters like composition, frequency of meetings, level of participation and effectiveness of the Committees etc.

A meeting of Independent Directors was held in terms of requirement of Schedule IV of the Act and the Listing Regulations. The Directors present reviewed the performance of Non-Independent Directors, Chairman of the Company and the performance of the Board as a whole. The Directors also discussed the quality, quantity and timeliness of flow of information between the Company management and the Board, which is necessary for the Board to effectively and reasonably perform their duties. The feedback of the meeting was shared with the Chairman of the Company.

12.5 Policy on Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel

In terms of the provision of sub-section (3) of Section 178 of the Act, the Board of Directors has adopted a Nomination and Remuneration Policy on appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The policy covers the appointment, including criteria for determining qualifications, positive attributes, independence and remuneration of its Directors, Key Managerial Personnel and Senior Management Personnel. The said Policy is annexed to this Report as Annexure ''A''.

12.6 Meetings of the Board of Directors

During the year under review, 5 (Five) meetings of the Board of Directors were held, the details of which are given in the Corporate Governance Report.

12.7 Meetings of Audit Committee

During the year under review, 9 (Nine) meetings of the Audit Committee were held. The details of the meetings and the composition of the Committee are given in the Corporate Governance Report. All the recommendations of the Audit Committee were accepted by the Board.

13. AUDITORS

13.1 Statutory Auditors

M/s. Deloitte Haskins & Sells ("DHS"), Chartered Accountants (Firm''s Registration No.: 117365W) were appointed as the Statutory Auditors of the Company, to hold office from the conclusion of the Ninth Annual General Meeting until the conclusion of the Twelfth Annual General Meeting, subject to ratification by the Members at every Annual General Meeting. The Board of Directors recommends to the Members to pass the resolution ratifying the appointment of DHS as the Statutory Auditors of the Company as stated in Item No. 4 of the Notice convening the ensuing Annual General Meeting.

The Statutory Auditors'' Report does not contain any qualifications, reservations or adverse remarks.

13.2 Branch Auditors

In terms of the provision of sub-section (8) of Section 143 of the Act read with Rule 12 of the Companies (Audit and Auditors) Rules, 2014, the audit of the accounts of the branch offices of the Company located outside India is required to be conducted by the person(s) or firm(s) qualified to act as Branch Auditors in accordance with laws of that country. Approval of the Members is sought to authorise the Board of Directors/Audit Committee to appoint Branch Auditors in consultation with the Statutory Auditors for the branch offices of the Company and also to fix their remuneration. The Board of Directors recommends to the Members to pass the resolution, as stated in Item No. 5 of the Notice convening the ensuing Annual General Meeting.

13.3 Cost Auditors

Pursuant to the provisions of Section 148 of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the cost records, in respect of manufacturing of Steel towers and Cables, need to be audited. The Board of Directors, upon the recommendation of the Audit Committee, had appointed M/s. Kirit Mehta and Associates, Cost Accountants (Firm''s Registration No.: 000353) to conduct audit of the cost records of the Company for the financial years 2015-16 & 2016-17. In terms of the above provisions, the remuneration payable to the Cost Auditor is required to be ratified by the Members. Accordingly, the Board of Directors recommends the Members to pass the resolution, as stated in Item No. 7 of the Notice convening the ensuing Annual General Meeting.

The Company has fled the Cost Audit Reports for the financial year 2014-15 with the Ministry of Corporate Affairs on September 30, 2015.

13.4 Secretarial Auditors

In terms of the provisions of Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Parikh Parekh & Associates, Practicing Company Secretaries, as Secretarial Auditors to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report in the prescribed Form MR-3 is annexed to this report as Annexure ''B''. The said Secretarial Audit Report doesn''t contain any qualifications, reservations, adverse remarks by the Secretarial Auditors.

14. CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of Section 135 read with Schedule VII of the Act, the Company, as a part of its Corporate Social Responsibility ("CSR") initiative, has adopted a CSR Policy outlining various CSR activities to be undertaken by the Company in the area of health, water, sanitation, promoting education, skill development etc. The CSR policy of the Company is available on the Company''s website i.e. www.kecrpg.com under ''Investors'' tab.

During the year under review, even though the Company was not mandatorily required to spend any amount on CSR activities, it has spent Rs. 93 Lacs on CSR activities. The Board has constituted a CSR Committee inter alia to recommend on the CSR projects/programs, recommend the amount on each CSR activity and to monitor such CSR activities, being undertaken by the Company. The report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as Annexure ''C''.

15. POLICY ON CODE OF CONDUCT AND ETHICS

The Company has laid down a Code of Conduct and Ethics ("Code") applicable to all the Directors and employees of the Company. The Code provides for the matters related to governance, compliance, ethics and other matters. The Code also includes the policy on prevention, prohibition and redressal of sexual harassment of women at workplace in accordance with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to effectively promote gender sensitive safe spaces and remove underlying factors that contribute towards a hostile work environment against women.

During the year, no complaints of any nature were received under the provisions of Sexual Harassment of Women at Workplace Act.

16. WHISTLE BLOWER POLICY

Pursuant to the provisions of sub-section (9) of Section 177 of the Act and the Listing Regulations, the Company has established a vigil mechanism ("Whistle Blower Policy") to facilitate its employees and Directors to voice their concerns or observations without fear, or raise reports of instance of any unethical or unacceptable business practice or event of misconduct/unethical behavior, actual or suspected fraud and violation of Company''s Code of Conduct etc. to the Corporate Ethics and Governance Committee. The Policy provides for adequate safeguards to those persons who use such mechanism and also have the provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The Policy can be accessed on the Company''s website i.e. www.kecrpg.com under ''Investors'' tab.

17. RISK MANAGEMENT POLICY

The Company has formulated a Risk Management Policy, which reflects the overall risk management philosophy, the Company''s overall approach to risk management and the role and responsibilities for risk management. Risk management forms an integral part of the business planning and review cycle of the Company. The Company''s Risk Management Policy is designed to provide reasonable assurances that objectives are met by integrating management control into daily operations, by ensuring compliance with legal requirements and by safeguarding the integrity of the Company''s financial reporting and its related disclosures. The identification, analysis and putting in place the process for mitigation of these risks is an ongoing process. The risks faced by the Company and the measures taken by the Company to mitigate those risks are detailed in Management Discussion and Analysis section.

18. INTERNAL FINANCIAL CONTROL

Details in respect of adequacy of internal financial controls with reference to the Financial Statements are stated in Management Discussion and Analysis section.

19. RELATED PARTY TRANSACTIONS

All transactions entered into by the Company with related parties were in the ordinary course of business and at arm''s length basis. The Audit Committee has reviewed and approved the related party transactions undertaken by the Company during the financial year. Disclosures as required under AS-18 have been made in Note No. 35 to the Standalone Financial Statements.

There are no materially significant related party transactions entered into by the Company with its Directors/Key Management Personnel or their respective relatives, the Company''s Promoter(s), its subsidiaries/joint ventures/associate or any other related party, that may have a potential conflict with the interest of the Company at large. The policy on related party transactions, as formulated by the Board is available on the Company''s website i.e. www.kecrpg.com under ''Investors'' tab.

20. EXTRACT OF ANNUAL RETURN

The extract of the Annual Return as on March 31, 2016 in the prescribed Form MGT-9 is enclosed as Annexure ''D''.

21. ENVIRONMENT HEALTH AND SAFETY (EHS)

It has always been the Company''s endeavor to achieve the EHS objective of accident free workplace. In order to ensure that our employees become more safety conscious and to improve the organization''s approach towards prevention of loss, the Company has undertaken various EHS management processes and deployed methodologies and implemented them under the EHS system.

The Company has imparted EHS industry specific training for employees and workmen. The Company has also made improvements in reporting of unsafe acts/ conditions & its closure. These robust EHS management processes helped the Company in preventing loss of life and property damage incidents.

The Company has bagged various EHS awards and appreciation from our prestigious customers and independent agencies. The awards include "Greentech Safety Awards 2015" for its stringent Safety Standards & Credibility.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under clause (m) of sub-section (3) of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, are provided in the prescribed format and is enclosed as Annexure ''E''.

23. PARTICULARS OF EMPLOYEES

Disclosures pertaining to the remuneration and other details as required under sub-section (12) of Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, are given in Annexure ''F''.

Disclosure about the information and other details on employees, as required in terms of Rule 5(2) & (3), who were in receipt of remuneration of not less than Rs. 60 Lacs during the year or Rs. 5 Lacs per month during any part of the year, forms part of this Report. In terms of Section 136 of the Act, this report is being sent to the Members and others entitled thereto, excluding the aforesaid information. The said information is available for inspection by the Members at the Registered Office of the Company during business hours on all working days (except Saturdays) upto the date of the ensuing Annual General Meeting. The said information shall also be provided to any Member of the Company, who sends a written request to the Company Secretary.

24. HUMAN RESOURCE/INDUSTRIAL RELATIONS

The Company understands that employees are vital and valuable assets. The Company recognises people as the primary source of its competitiveness and continues its focus on people development by leveraging technology and developing a continuously learning human resource base to unleash their potential and fulfill their aspirations. The strategic thrust of Human Resource has been on improvement of the performance of employees through training & development and also to identify outperformers who have potential for taking higher responsibilities.

The employee relations remained cordial throughout the year. The Company had 4,104 permanent employees on its rolls as on March 31, 2016. The Board places on record its sincere appreciation for the valuable contribution made by employees across all levels whose enthusiasm, team efforts, devotion and sense of belonging has made this Company proud.

25. OTHER DISCLOSURES

Your Directors state that no disclosures or reporting is required in respect of the following items, as the same is either not applicable to the Company or relevant transactions/events have not taken place during the year under review.

a. The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

b. The Company has not issued shares (including sweat equity shares) to employees under any scheme.

c. The Managing Director & CEO of the Company did not receive any remuneration or commission from any of its subsidiaries.

d. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

26. ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the Central and State Government Departments, Organizations and Agencies for their continued support and co-operation. The Directors are also thankful to all valuable stakeholders viz., customers, vendors, suppliers, banks, financial institutions, joint venture partners and other business associates for their continued co-operation and excellent support provided to the Company during the year. The Directors acknowledge the unstinted commitment and valuable contribution of all employees of the Company.

Your Directors also appreciate and value the trust reposed in them by Members of the Company.

27. ANNEXURES

The following annexures enclosed, form part of this Report:

a. Nomination and Remuneration Policy - Annexure ''A''

b. Secretarial Audit Report in Form MR-3 - Annexure ''B''

c. Annual Report on Corporate Social Responsibility - Annexure ''C''

d. Extract of Annual Return in Form MGT-9 - Annexure ''D''

e. Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo - Annexure ''E''

f. Information under rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 - Annexure ''F''

For and on behalf of the Board of Directors

H. V. Goenka

Chairman

(DIN: 00026726)

Place: Mumbai

Date: May 06, 2016

Mar 31, 2014

To the Members of KEC International Limited

The Directors have pleasure in presenting the Ninth Annual Report, along with the audited accounts of the Company, for the year ended March 31, 2014.

1. Financial Results

Rs. in crore

Particulars Consolidated Standalone FY14 FY13 FY14 FY13

Net Revenue from Operations 7901.83 6,979.49 6,558.77 5,592.08

EBITDA 493.27 381.40 372.89 231.09

Finance Cost 263.27 194.40 231.42 164.81

Depreciation & Amortisation 70.52 56.08 55.42 43.05

Profit Before Tax 155.10 146.83 150.86 43.74

Tax Expenses 88.34 81.79 65.27 39.18

Profit After Tax 66.75 65.04 85.59 4.56

Proposed Dividend on equity shares 18.05 15.22 18.05 15.03 (including tax on dividend)

Transfer to General Reserve 8.56 0.45 8.56 0.45

2. Dividend

The Board of Directors has recommended a dividend of Rs. 0.60 per equity share of Rs. 2 each for the year ended March 31, 2014, on the equity share capital of the Company, aggregating to Rs. 15,42,53,022 (Rupees Fifteen Crore Forty Two Lacs Fifty Three Thousand Twenty Two only). The dividend on equity shares is subject to the approval of the members at the ensuing Annual General Meeting. Further the Board of Directors proposes to transfer an amount of Rs. 8.56 crore to the General Reserve.

3. Performance

Financial Performance

On a consolidated basis, the net revenue from operations increased by 13.21% to Rs. 7,901.83 crore. The net profit increased by 2.6% to Rs. 66.75 crore. On a standalone basis, the net revenue from operations increased by 1729% to Rs. 6,558.77 crore, while the net profit was Rs. 85.59 crore in FY14, as compared to Rs. 4.56 crore in FY13.

During the year under review, several measures have been taken for improving the performance of the Company and to secure new orders across various businesses and geographies. The order intake for the year increased by 13.34% to Rs. 8,482 crore. The closing order book has increased by 77% to Rs. 10,200 crore by FY14 end.

While the transmission business continued to perform well both in terms of revenue and profitability, the overall profitability of the Company on consolidated basis was impacted due to revenue de-growth in the wholly owned subsidiary SAE Towers. It was also impacted due to time and cost overruns in Railways, Power Systems and Water businesses. In the Cables business profitability was impacted due to pricing pressure as also higher costs at the new manufacturing facility established at Vadodara.

Operational highlights

The key highlights for the Company''s various businesses are as follows:

Power Transmission & Distribution: This is the Company''s largest business vertical which provides end- to-end solutions for power evacuation from generating stations to consumer distribution points.

The order intake for the business increased by 12.1% to Rs. 6,951 crore. The orders came from across all the regions. These also include large value orders from Tanzania (Rs. 772 crore), Saudi Arabia (Rs. 708 crore) and Afghanistan (Rs. 590 crore).

The Company is also leveraging its strong global EPC expertise along with a local foothold in American market through SAE Towers. During FY14, SAE towers entered in EPC business and secured two transmission line EPC orders in Brazil. These orders were of approx. Rs. 94 crore.

The Company also expanded its international presence in Substation space by securing orders in Laos, Philippines, Malaysia, Saudi Arabia and Afghanistan during the year. Further, the Company has increased its presence in Gas Insulated Substations (GIS) by securing a Rs. 102 crore order in Bihar.

SAE Towers completed expansion of its pole production capacity at its existing facility in Mexico from 5,000 MTs to 12,000 MTs per annum. In addition to this, the Company has also completed expansion of its tower manufacturing capacity at its existing facilities in Jaipur, Jabalpur and Nagpur from 1,74,000 MTs to 2,11,200 MTs per annum.

Cables: Consequent upon the commencement of the new plant at Vadodara, the manufacturing facility at Thane has been closed down and the Company has entered into an agreement for sale of this land. The complete range of products manufactured at Thane plant are now being manufactured at the Vadodara plant. The annual order intake for the business increased by 26.5% to Rs. 855 crore in FY14.

Railways: The Company has secured a large composite order from the Rail Vikas Nigam Limited, India. The order includes electrification, civil works, signalling and telecommunication works in the state of Uttar Pradesh and the order value is Rs. 228 crore. The Company also intends to target projects related to Metro and dedicated freight corridors in partnerships with other Indian and foreign players.

Water: The Company secured two Sewage Treatment orders in Bengaluru and Uttarakhand of total Rs. 205 crore. In addition to this, it secured its first ever Dam construction order in Madhya Pradesh of Rs. 99 crore. Further, it also secured Canal construction orders in Madhya Pradesh of Rs. 75 crore. Based on orders in hand and execution in FY14, the Company is also building its pre-qualification base in this business.

4. Listing

The Equity Shares of the Company continue to remain listed on BSE Limited and National Stock Exchange of India Limited. Further during the year the Company has listed its equity shares on MCX Stock Exchange Limited. The stipulated listing fees for FY15 have been paid to all the above Stock Exchanges.

5. Fixed Deposits

The Company has not accepted any deposits within the meaning of Sections 58A and 58AA of the Companies Act, 1956, and the Rules framed there under and any re-enactments thereof.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are provided in the prescribed format as an annexure to this Report.

7. Management Discussion and Analysis and Corporate Governance Report

In compliance with Clause 49 of the Listing Agreement entered into with the Stock Exchanges, a separate section on Management Discussion and Analysis, as approved by the Board of Directors, which includes details on the state of affairs of the Company as required to be disclosed in the Directors'' Report forms a part of this Annual Report. Further, the Corporate Governance Report, duly approved by the Board of Directors, together with a certificate from the Statutory Auditors confirming the compliance with the requirements of Clause 49, also forms a part of this Annual Report.

8. Subsidiary Companies

At the beginning of FY14, the Company had twenty two direct and step down subsidiary companies. One step down subsidiary company has been incorporated in Mexico to explore the business opportunities in EPC business. Accordingly, the number of direct and step down subsidiaries of the Company stands increased to twenty three as on the date of this Report. The details pertaining to subsidiaries are mentioned under the statement made pursuant to Section 212 of the Companies Act, 1956, which forms a part of this Annual Report.

Ministry of Corporate Affairs vide Circular No: 02 / 2011 dated February 08, 2011, has, subject to compliance with certain conditions, granted general exemption to the companies from applicability of Section 212 of the Companies Act, 1956. As per the general exemption, a statement containing brief financial details of the Company''s subsidiaries for the year ended March 31, 2014, is included in this Annual Report. The Annual Accounts of these subsidiaries and the related detailed information will be made available to any Member of the Company / its subsidiaries seeking such information at any point of time and are also available for inspection by any Member of the Company / its subsidiary(ies) at the Registered Office of the Company / its subsidiary(ies).

9. Consolidated Financial Statements

In accordance with Clause 32 of the Listing Agreement entered into with the Stock Exchanges, the Consolidated Financial Statements of the Company, including the financial details of all the subsidiary companies of the Company, forms part of this Annual Report. The consolidated Financial Statements have been prepared in accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India.

10. Directors

In accordance with the provisions of the Companies Act, 2013, Mr. H. V. Goenka and Mr. A.T . Vaswani, are liable to retire by rotation and eligible for re-appointment at the ensuing Annual General Meeting. Further the Board of Directors has appointed Mr. Vinayak Chatterjee as an Additional Director w.e.f. April 30, 2014. Pursuant to Section 161 of the Companies Act, 2013, and Article 124 of the Articles of Association of the Company, Mr. Vinayak Chatterjee holds Office upto the date of the ensuing Annual General Meeting of the Company and is eligible for appointment as Director. Further as per the provisions of the Companies Act, 2013, the independent directors of the Company will have to be appointed by the members for a term upto five years, and no independent director shall be liable to retire by rotation. Further Mr. S. S. Thakur, Mr. G. L. Mirchandani, Mr. D. G. Piramal, Mr. S. M. Kulkarni, Mr. S. M. Trehan and Mr. Vinayak Chatterjee have given declaration to the Company under Section 149(6) of the Companies Act, 2013, that they qualify the criteria of independence mentioned under that sub-section. Accordingly it is proposed to appoint them as independent directors not liable to retire by rotation for a term of five years from the enabling Annual General Meeting.

Further in view of the provisions of Section 165 of the Companies Act, 2013, which restricts the directorship of a director in ten public limited companies and the proposed amendment to the Listing Agreement entered into with the Stock Exchanges, which restricts the directorships of independent directors to seven listed companies only, Mr. M. K. Sharma, who was a director of the Company resigned from his Office w.e.f. March 31, 2014. The Board places on record its sincere appreciation for the valuable services rendered by Mr. M. K. Sharma during his tenure as the Member of the Board.

In compliance with Clause 49 IV (G) of the Listing Agreement, brief resume, expertise and other details of all the directors proposed to be appointed / re-appointed are attached to the Notice of the ensuing Annual General Meeting.

The Board of Directors recommends to the members the appointment of the above referred independent directors and the re-appointment of Mr. H. V. Goenka and Mr. A. T. Vaswani as the directors of the Company.

11. Auditors

Statutory Auditors

In view of the provisions of Section 139 of the Companies Act, 2013, and the Rules made there under, a listed company cannot appoint an audit firm as the Auditors of the Company for more than two terms of five consecutive years and which shall be subject to ratification by the members at every Annual General Meeting. For reckoning this term, the period already served by the firm as auditors shall be counted. According to the Illustration 2 appended to sub- rule 3 of Rule 6 of the Companies (Audit and Auditors) Rules, 2014, every firm of the Auditors who has completed 7 or more years as an Auditor of the prescribed classes of companies (including listed companies), can be appointed as an Auditor for a further period upto three years only Accordingly Delloitte Haskins & Sells (DHS) is entitled to be appointed as Statutory Auditors of the Company for a further period upto three years. In view of the same it is proposed to appoint DHS as the Statutory Auditors of the Company to hold Office from the conclusion of the ensuing Annual General Meeting until the conclusion of the Twelfth Annual General Meeting and to authorise the Board of Directors to fix their remuneration. The Company has received a letter from DHS to the effect that their appointment, if made, would be within the limits prescribed under the provisions of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of the said Act. The Board of Directors recommends the appointment of DHS as the Statutory Auditors of the Company for a period of three years.

Branch Auditors

In terms of Section 143(8) of the Companies Act, 2013, the audit of the accounts of the branch Offices of the Company located outside India is required to be conducted by the person(s) or firm(s) qualified to act as Branch Auditors. The Board of Directors recommends to the members to pass the resolution, as stated in Item No.6 of the Notice, convening the ensuing Annual General Meeting.

Cost Auditors

The Central Government has approved the appointment of M/s. Kirit Mehta & Co., Cost Accountants, Mumbai, as Cost Auditors, for conducting Cost Audit in relation to Electrical Cables and Conductors and Steel Towers manufactured by the Company for FY14 under The Companies (Cost Accounting Records) Rules, 2011. The Cost Audit Report and the Compliance Report for FY13 was fled by the Cost Auditors with the Ministry of Corporate Affairs on September 30, 2013.

12. Policy on Code of Conduct and Ethics

The RPG Group has laid down a Code of Conduct and Ethics (Code) applicable to all the employees in RPG Group companies. The Code provides for the matters related to governance, compliance, ethics and other matters within the RPG Group companies. The Code also includes the policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace in accordance with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

13. Awards Received During the Year

For FY 14 the Company was conferred with the ''Utkrishta Puraskar'' i.e. Best Transmission Line Company Award and ''Sahbhagita Puraskar'' i.e. Support Outside Line of Duty Award from Power Grid Corporation of India Limited. Further the Company also won the prestigious, "Best Employer Award, 2013" by Aon Hewitt and the "Indo- American Corporate Excellence Award" by the Indo- American Chambers of Commerce for best Indian company operating in US. The details of these Awards & Recognition are mentioned on page 18 & 19 of this Annual Report

14. Directors'' Responsibility Statement

The Board of Directors would like to affirm that the financial statements for the year under review conform in their entirety to the requirements of the Companies Act, 1956.

As stipulated in Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

(i) in the preparation of the annual accounts for the year ended March 31, 2014, the applicable Accounting Standards have been followed;

(ii) such accounting policies have been selected and applied consistently and judgments and estimates made 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 under review;

(iii) proper and sufficient care has been taken 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) the annual accounts for the financial year ended March 31, 2014, have been prepared on a going concern basis.

15. 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, the names and other particulars of the employees are required to be set out in the Annexure to the Directors'' Report. However, as per 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. Members who are desirous of obtaining such particulars are requested to write to the Company Secretary of the Company.

16. Acknowledgement

Your Directors take this opportunity to thank the Customers, Vendors, Financial Institutions, Banks and all other stakeholders for their continued co-operation and support to the Company. Further the Directors would also like to thank the Central and State Government authorities and Regulatory authorities for their support.

Your Directors appreciate and value the trust reposed and faith shown by every shareholder of the Company.

Last but not least the Board wishes to place on record its deep gratitude to all its employees whose enthusiasm, team efforts, devotion and sense of belongingness has made this Company proud.

For and on behalf of the Board of Directors

H. V. Goenka

Chairman

Place: Mumbai

Date: April 30, 2014

Mar 31, 2013

To the Members of KEC international Limited

The Directors have pleasure in presenting the Eighth Annual Report, along with the audited accounts of the Company, for the year ended March 31, 2013.

1. FINANCIAL RESULTS

Rs. in crore

Particulars Consolidated Standalone

FY 13 FY 12 FY 13 FY 12

Net Revenue from Operations 6,979.49 5,814.74 5,592.08 4,604.33

EBiTDA 381.40 471.32 231.09 340.42

Finance Cost 194.40 159.74 164.81 133.71

Depreciation & Amortisation 56.08 47.92 43.05 36.05

Profit Before Tax 146.83 324.31 43.74 254.81

Tax Expenses 81.79 115.01 39.18 72.98

Profit After Tax 65.04 209.30 4.56 181.84

Proposed Dividend on equity 15.22 35.86 15.03 35.86 shares (including tax on dividend)

Transfer to General Reserve 4.56 18.18 4.56 18.18

2. DIVIDEND

The Board of Directors has recommended a dividend of Rs. 0.5 per equity share of Rs. 2 each for the year ended March 31, 2013, on the equity share capital of the Company, aggregating to Rs. 12,85,44,185 (Rupees twelve crore eighty five lacs forty four thousand one hundred and eighty five only). The dividend on equity shares is subject to the approval of the members at the ensuing Annual General Meeting.

3. PERFORMANCE

Financial Performance

On a consolidated basis, the net revenue from operations increased by 20.03% to Rs. 6,979.49 crore. The net profit decreased by 68.92% to Rs. 65.04 crore. On a standalone basis, the net revenue from operations increased by 21.45% to Rs. 5,592.08 crore, while the net profit was Rs. 4.56 crore in FY 13, as compared to Rs. 181.84 crore in FY 12.

The drop in profit was the result of a combination of factors, including a challenging business environment in all key markets of the Company. The infrastructure sector saw muted investment, mainly due to environmental clearances and land acquisition issues. in power sector, the slowdown continued due to ongoing fuel linkage issues. The other major challenges faced by the Company include weakening of indian rupee, political turmoil in some of the markets where the Company operates, right-of-way issues, high interest rates, commodity price fluctuations and cost & time overruns in some of the projects. The new businesses of Railways and Water are in a nascent stage and hence, absorbed developmental costs leading to negative margins. In Power Systems, profits were also impacted due to poor margins in the sector. All these factors affected the Company''s margins during the year.

During the year under review, several measures have been taken for better management of working capital and to secure new orders across various businesses and geographies. The order intake for the year increased by 20% to Rs. 7,484 crore. The closing order book has increased by 10.48% to Rs. 9,470 crore by FY 13 end.

Operational highlights

The key highlights for the Company''s various businesses are as follows:

Power Transmission - This continues to be the Company''s largest business division with operations spanning across most regions of the world. The division undertakes turnkey Engineering, Procurement and Construction (EPC) projects involving design, manufacture, test, supply and erection of transmission lines upto 1,200 kV. it has an in-house design and engineering team, tower manufacturing and testing facilities spread in india and the Americas.

During the year, the Company completed many projects. Among them, those in india, Egypt, Georgia and Nigeria were successfully executed despite diverse and challenging terrains and difficult climatic conditions. The Company has also increased its market share in india. The total order intake for the year from this business has increased from approximately Rs. 4,400 crore to Rs. 5,564 crore.

Power systems - The division offers complete turnkey solutions, from concept to commissioning, for air-insulated and gas-insulated substations and distribution lines.

This business has expanded its international presence by securing orders in Kenya, Uganda, The Philippines and Nepal. The Company had earlier secured a large project in Kazakhstan and achieved significant progress during the year. Further, it also secured first 765 kV gas-insulated substation project in india.

Cables - The Company has commenced commercial production of High Tension (upto 33 kV) and Extra High

Voltage (upto 220 kV) power cables at its greenfield manufacturing facility in Vadodara, Gujarat. it is a world class manufacturing facility with state-of-the-art equipments matching global standards. Consequent upon the commencement of the new plant, production at the Thane unit has been scaled down. The complete range of products manufactured at Thane plant is now being manufactured at the Vadodara plant.

Telecom - Installation of optical fiber networks and telecom towers drive the Company''s telecom business. it receives majority of its business from india. Telecom sector in the country continues to witness lower demand for new telecom towers. However, during the year, the division secured projects for establishing telecom cables networks in india.

Railways - Presently, the Company''s business comes mainly from conventional railway projects. The Company is an integrated player that undertakes projects related to civil and track works, electrification and signalling works.

The Company marked its entry in Turkmenistan by securing an order worth Rs. 192 crore. This was the largest ever order in this business. Besides, it also secured Rs. 162 crore order in india. Presently, two dedicated freight corridors are being developed in India. The Company is pre-qualified in various portions of these projects and is further looking to contribute in nation building by actively participating in this opportunity.

Water - india''s water sector is experiencing strong demand drivers. The Government of india allocates funds for developing water-related infrastructure projects in two areas viz. water resource management, and water and wastewater treatment. The Company focuses on opportunities in both the areas. The division secured its first sewage treatment project worth Rs. 194 crore during the year. it is already executing various projects related to canal construction.

Expanding Capacities

SAE Towers, the US-based wholly owned subsidiary, is expanding its pole production capacity at its existing facility in Mexico from 5,000 MTs to 12,000 MTs per annum. The main objective of this expansion is to cater to the increasing demand for poles in North America. in addition to this, the Company is also increasing its tower manufacturing capacity at its existing facilities in Jaipur, Jabalpur and Nagpur from 1,74,000 MTs to 2,11,200 MTs per annum.

Exploring new opportunities

The Company is looking for relevant opportunities in Solar and Wind EPC space. Globally, there is an increasing focus on power generation through renewable energy and currently, it is the fastest growing source of energy consumption. The Company is well poised to leverage its global network and strong EPC experience in power infrastructure to make a successful entry.

4. LISTING

The Equity Shares of the Company continue to remain listed on BSE Limited and National Stock Exchange of india Limited and the stipulated listing fees for FY 14 have been paid to both the Stock Exchanges.

5. FIXED DEPOSITS

The Company has not accepted any deposits within the meaning of Sections 58A and 58AA of the Companies Act, 1956, and the Rules framed there under.

6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are provided in the prescribed format as an annexure to this Report.

7. MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORT

in compliance with Clause 49 of the Listing Agreement entered into with the Stock Exchanges, a separate section on Management Discussion and Analysis, as approved by the Board of Directors, which includes details on the state of affairs of the Company as required to be disclosed in the Directors'' Report forms a part of this Annual Report. Further, the Corporate Governance Report, duly approved by the Board of Directors, together with a certificate from the Statutory Auditors confirming the compliance with the requirements of Clause 49, also forms a part of this Annual Report.

8. SUBSIDIARY COMPANIES

At the beginning of FY 13, the Company had twenty direct and step down subsidiary companies. Two step down subsidiary companies, one in Brazil and one in Malaysia, have been incorporated to explore the business opportunities in EPC business. Accordingly, the number of direct and step down subsidiaries of the Company stands increased to twenty two as on the date of this Report. The details pertaining to subsidiaries are mentioned under the statement made pursuant to Section 212 of the Companies Act, 1956, which forms a part of this Annual Report.

Ministry of Corporate Affairs vide Circular No: 02/ 2011 dated February 08, 2011, has, subject to compliance with certain conditions, granted general exemption to the companies from applicability of Section 212 of the Companies Act, 1956. As per the general exemption, a statement containing brief financial details of the Company''s subsidiaries for the year ended March 31, 2013, is included in this Annual Report. The Annual Accounts of these subsidiaries and the related detailed information will be made available to any Member of the Company/its subsidiaries seeking such information at any point of time and are also available for inspection by any Member of the Company/its subsidiary(ies) at the Registered Office of the Company/ its subsidiaries.

9. CONSOLIDATED FINANCIAL STATEMENTS

in accordance with Clause 32 of the Listing Agreement entered into with the Stock Exchanges, the Consolidated Financial Statements of the Company, including the financial details of all the subsidiary companies of the Company, forms part of this Annual Report. The consolidated Financial Statements have been prepared in accordance with the Accounting Standards issued by the institute of Chartered Accountants of india.

10. DIRECTORS

in accordance with the provisions of the Companies Act, 1956, Mr. S. M. Kulkarni, Mr. J. M. Kothary and Mr. P A. Makwana retire by rotation and are eligible for re-appointment at the ensuing Annual General Meeting. Mr. Kulkarni has offered himself for re-appointment. However, Mr. Kothary and Mr. Makwana have expressed their inability to stand for re-appointment. The Board of Directors does not recommend for the time being filling up the vacancy caused due to the retirement of Mr. Kothary and Mr. Makwana. The Board places on record its sincere appreciation for the valuable services rendered by Mr. Kothary and Mr. Makwana during their tenure as the Members of the Board.

The Board of Directors has appointed Mr. S. M. Trehan as an Additional Director w.e.f. October 30, 2012. Pursuant to Section 260 of the Companies Act, 1956, and Article 124 of the Articles of Association of the Company, Mr. S. M. Trehan holds office upto the date of the ensuing Annual General Meeting of the Company and is eligible for appointment as Director. The Company has received a notice under Section 257 of the Companies Act, 1956, proposing the appointment of Mr. Trehan as a Director of the Company, who will be liable to retire by rotation.

In compliance with Clause 49 IV (G) of the Listing Agreement, brief resume, expertise and other details of Directors proposed to be appointed/ re-appointed are attached along with the Notice to the ensuing Annual General Meeting.

The Board of Directors recommends to the members the appointment of Mr. S. M. Trehan and re-appointment of Mr. S. M. Kulkarni as Directors.

11. AUDITORS

Statutory Auditors

M/s. Deloitte Haskins & Sells, Chartered Accountants were appointed as the Statutory Auditors of the Company to hold office from the conclusion of the previous Annual General Meeting until the conclusion of the ensuing Annual General Meeting. it is proposed to re-appoint Deloitte Haskins & Sells as the Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting and to authorise the Board of Directors to fix their remuneration. The Company has received a letter from Deloitte Haskins & Sells to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act. The Board of Directors recommends the re-appointment of Deloitte Haskins & Sells as the Statutory Auditors of the Company.

Branch Auditors

in terms of Section 228 of the Companies Act, 1956, the audit of the accounts of the branch offices of the Company is required to be conducted by the person(s) or firm(s) qualified to act as Branch Auditors. The Board of Directors recommends to the members to pass the resolution, as stated in item No. 7 of the Notice, convening the ensuing Annual General Meeting.

Cost Auditors

The Central Government has approved the appointment of Kirit Mehta & Co., Cost Accountants, Mumbai, as Cost Auditors, for conducting Cost Audit in relation to Electrical Cables and Conductors and Steel Towers manufactured by the Company for FY 13 under The Companies (Cost Accounting Records) Rules, 2011. The Cost Audit Report and the Compliance Report for FY 12 was filed by the Cost Auditors with the Ministry of Corporate Affairs on February 04, 2013 within the stipulated time period of February 28, 2013.

12 EXPLANATION RELATING TO EMPHASIS OF MATTER IN AUDITORS'' REPORT

The Auditors of the Company, without qualifying their Report, have drawn the attention of the members as "Emphasis of Matter" in respect of provisions made in the books of accounts of the Company for payment of Commission to Non-Executive Directors exceeding 1% of net profits and payment of excess remuneration for FY 13 to the Managing Director. The Board of Directors of the Company clarifies as under:

(i) Pursuant to the approval accorded by the members of the Company vide their resolution dated July 05, 2011, the Company had made a provision of Rs. 97.55 lacs for FY 13 (previous year Rs. 880 lacs) towards payment of commission to its Non-Executive Directors, which is within the approved limit of 5% of the net profits of the Company. No payments have been made pending receipt of the approval of the Central Government.

(ii) The members of the Company, vide their resolution dated December 20, 2010, passed through Postal Ballot, approved the payment of remuneration upto maximum of 5% of the net profit of the Company. After finalisation of accounts for the FY 13, the remuneration of Rs. 180.19 lacs paid to the Managing Director was found to be in excess of the limits specified by the Companies Act, 1956. The excess payment is as a result of lower profit for the year. An application has been made to the Central Government under Section 309 (5B) of the Companies Act, 1956 to waive the recovery of the said excess remuneration. Pending such approval the Managing Director holds the excess remuneration paid in trust for the Company.

13. POLICY ON CODE OF CONDUCT AND ETHICS

The RPG Group has laid down a Code of Conduct and Ethics (Code) applicable to all the employees in RPG Group companies. The Code provides for the matters related to governance, compliance, ethics and code of conduct within the RPG Group companies. The Code, inter alia, lays down the policies on investor relations, which should be ethical, professional, transparent and investor friendly.

14. AWARDS RECEIVED DURING THE YEAR

During the year, the Company won several awards, which include the prestigious ''Top Exporter Award for the Year 2011-12'' in the Merchant Exporter category from Engineering Export Promotion Council and National Award for ''innovative Talent Development Practices'' from indian Society for Training and Development (iSTD). Details of all the Awards & Recognition received during FY 13 are mentioned on page 18 & 19 of this annual report.

15. DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors would like to affirm that the financial statements for the year under review conform in their entirety to the requirements of the Companies Act, 1956.

As stipulated in Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

(i) in the preparation of the annual accounts for the year ended March 31, 2013, the applicable Accounting Standards have been followed;

(ii) such accounting policies have been selected and applied consistently and judgments and estimates made 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 under review;

(iii) proper and sufficient care has been taken 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) the annual accounts for the financial year ended March 31, 2013, have been prepared on a going concern basis.

16. 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, the names and other particulars of the employees are required to be set out in the Annexure to the Directors'' Report. However, as per 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. Members who are desirous of obtaining such particulars are requested to write to the Company Secretary of the Company.

17. ACKNOWLEDGEMENT

Your Directors express their grateful appreciation for the support and cooperation received from the customers, government authorities, banks and vendors during the financial year.

Your Directors appreciate and value the trust reposed and faith shown by every shareholder of the Company.

Your Directors would also like to place on record their appreciation to the employees who, through their dedication, cooperation and support, have enabled the Company to move towards achieving its objectives.

For and on behalf of the Board of Directors

H.V. Goenka

Chairman

Place: Mumbai

Date: May 08, 2013

Mar 31, 2011

The Directors have pleasure in presenting the Sixth Annual Report along with the audited accounts of the Company for the year ended March 31, 2011.

1. Financial Results

Rs. in crore

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

Gross Sales 4057.46 3,922.59 4568.84 3952.58

EBITDA *380.43 386.72 *473.53 406.85

Interest 98.66 86.53 107.50 86.47 Profit before Non-Cash Items/Tax 281.77 300.19 366.03 320.38

Depreciation and Amortisation 34.49 26.24 40.81 27.02

Profit before Tax 238.79 273.95 316.73 293.36

Provision for Tax 91.70 102.96 111.08 103.70

Profit after Tax 147.09 170.99 205.65 189.66

Appropriations:

Balance as per last account 422.64 304.85 441.80 305.33

Transfer to General Reserve 14.71 17.10 14.71 17.10

Proposed Dividend 30.85 30.85 30.85 30.85

Tax on Dividend 4.89 5.24 4.89 5.24

Balance transferred to Balance Sheet 519.29 422.64 597.00 441.80

Note: * excludes Rs. 8.49 crore related to VRS expenditure

2. Dividend

The Board of Directors recommends a dividend of Rs. 1.20/- per equity share of Rs. 2/- each for the year ended March 31, 2011 on the Equity Share Capital of the Company, aggregating to Rs. 30,85,06,044/-(Rupees Thirty Crore Eighty Five Lacs Six Thousand and Forty Four) .

3. Performance

The Company has achieved a gross sales of Rs. 4,057.46 crore for the period ended March 31,2011. The Company posted net sales of Rs. 3,962.78 crore and net profit of Rs. 147.09 crore for the financial year 2010-11 as against net sales of Rs. 3,877.24 crore and net profit of Rs. 170.99 crore in 2009-10. Earnings before interest, depreciation, tax and amortisation (EBITDA) was Rs. 380.43 crore (excluding Rs. 8.49 crore towards VRS expenditure) for the financial year 2010-11 as against Rs. 386.72 crore in 2009-10.

During the year under review, the Company acquired SAE Towers Holdings LLC (SAE Towers), a limited liability company incorporated in Delaware, USA. The acquisition of SAE Towers, has helped the Company gain a major presence in the markets of North America and South America. SAE Towers has significant business in Brazil, Mexico and USA, with manufacturing capacity of approximately 65,000 MTs (in Brazil) and 35,000 MTs (in Mexico) of power transmission towers per annum. SAE Towers also manufactures steel poles for power transmission, sub-station structures as well as hardware for transmission lines. SAE Towers also owns a tower testing station in Brazil.

During the year under review, the Company acquired Jay Railway Projects Private Limited (formerly known as Jay Railway Signaling Private Limited), a Railway Signaling Automation Systems and Technology company. It undertakes turnkey signaling contracts for the Indian

Railways. With this acquisition, the Company is poised to undertake a larger segment of activities under the Railway Infrastructure business.

4. Share Capital and Listing

Pursuant to the approval accorded by the Members through Postal Ballot on December 20, 2010, the Equity Shares of Rs. 10/- each of the Company have been sub- divided into 5(five) Equity Shares of Rs. 2/- each. As a result, the aggregate paid-up Equity Share Capital of the Company stands at Rs. 51.42 crore comprising of 25,70,88,370 fully paid-up Equity Shares of Rs. 2/- each. As at March 31, 2011, 96.43% of the CompanyÃs total paid up Share Capital representing 24,79,01,280 Equity Shares of Rs. 2/-each are in dematerialised form.

After completion of despatch of share certifcate/credit of shares to the shareholders of the Company, all the Equity Shares of the Company of face value of Rs. 2/- each are listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

The Equity Shares of the Company continue to remain listed with Bombay Stock Exchange Limited and National Stock Exchange of India Limited and the stipulated listing fees for the year 2011-12 have been paid to both the Stock Exchanges.

5. Fixed Deposits

The Company has not accepted any deposits within the meaning of Sections 58A and 58AA of the Companies Act, 1956 and the Rules framed thereunder.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are provided in the prescribed format as an annexure to this Report.

7. Management Discussion and Analysis and Corporate Governance Report

In compliance with Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited and National Stock Exchange of India Limited, a separate section on Management Discussion and Analysis which also includes further details on the state of affairs of the Company and Corporate Governance Report, as approved by the Board of Directors, together with a certificate from the Statutory Auditors confirming the compliance with the requirements of Clause 49 forms part of this Annual Report.

8. Subsidiary Companies

At the beginning of the year, the Company had two subsidiary companies. Pursuant to the acquisitions made by the Company in the financial year 2010-11, the number of subsidiary companies of the Company stands increased to 19. The details pertaining to subsidiaries are mentioned under the statement made pursuant to Section 212 of the Companies Act, 1956, which forms part of this Annual Report.

Ministry of Corporate Affairs vide its Circular No: 5/12/2007-CL-III dated February 08, 2011, has, subject to compliance with certain conditions, granted general exemption to the companies from applicability of Section 212 of the Companies Act, 1956. As per the general exemption, a statement containing brief financial details of the CompanyÃs subsidiaries for the year ended March 31, 2011, is included in the Annual Report. The Annual Accounts of these subsidiaries and the related detailed information will be made available to any Member of the Company/its subsidiaries seeking such information at any point of time and are also available for inspection by any Member of the Company/its subsidiary(ies) at the Registered Office of the Company/its subsidiaries.

Pursuant to the Listing Agreement with the Stock Exchanges and the general exemption granted by the Ministry of Corporate Affairs, the Consolidated Financial Statements of the Company, including the financial details of all the subsidiary companies, which forms part of the Annual Report, has been prepared in accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India.

9. Directors

In accordance with the provisions of the Companies Act, 1956, Mr. D. G. Piramal and Mr. A. T. Vaswani retire by rotation and being eligible offer themselves for re-appointment at the ensuing Annual General Meeting.

The Board of Directors have appointed Mr. M. K. Sharma as an Additional Director on May 06, 2011. Pursuant to Section 260 of the Companies Act, 1956 and Article 124 of the Articles of Association of the Company, Mr. M. K. Sharma holds office only up to the date of the ensuing Annual General Meeting of the Company and is eligible for appointment as Director. The Company has received a notice under Section 257 of the Companies Act, 1956, proposing the appointment of Mr. Sharma as a Director of the Company who will be liable to retire by rotation.

In compliance with Clause 49 IV (G) of the Listing Agreement, brief resume, expertise and other details of Directors proposed to be appointed/re-appointed are attached along with the Notice to the ensuing Annual General Meeting.

The Board of Directors recommends the re-appointment of Mr. D. G. Piramal and Mr. A. T. Vaswani and the appointment of Mr. M. K. Sharma.

10. Auditors

Statutory Auditors:

Deloitte Haskins & Sells, Chartered Accountants were appointed as the Statutory Auditors of the Company to hold office from the conclusion of the previous Annual General Meeting until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint Deloitte Haskins & Sells, as the Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting and to authorize the Audit Committee to fix their remuneration. The Company has received a letter from Deloitte Haskins

& Sells to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act. The Board of Directors recommends the re-appointment of Deloitte Haskins & Sells, as Statutory Auditors of the Company.

Branch Auditors:

In terms of Section 228 of the Companies Act, 1956, the Company is required to conduct audit of the accounts of the branch offices of the Company. The Board of Directors recommends to the Company to authorize the Audit Committee to appoint auditor(s) to audit accounts of the branch offices of the Company and fix their remuneration.

Cost Audit:

The Cost Audit Branch of Government of India, vide its Order dated April 01, 2011, directed the Company to conduct the Cost Audit in relation to Electrical Cables and Conductors manufactured by the Company for the Financial Year ended March 31, 2011 and thereafter.

11. DirectorsÃ Responsibility Statement

The Board of Directors would like to affirm that the financial statements for the year under review conform in their entirety to the requirements of the Companies Act, 1956.

As stipulated in Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

(i) in the preparation of the annual accounts for the year ended March 31, 2011, the applicable Accounting Standards have been followed;

(ii) such accounting policies have been selected and applied consistently and judgments and estimates made 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 under review;

(iii) proper and sufficient care has been taken 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) the annual accounts for the financial year ended March 31, 2011, have been prepared on a going concern basis.

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, the names and other particulars of the employees are required to be set out in the Annexure to the DirectorsÃ Report. However, as per 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. Members who are desirous of obtaining such particulars are requested to write to the Company Secretary of the Company.

13. Group

Pursuant to intimation received from the promoters, the name of the promoters and entities comprising the ÃGroupÃ as defined under the Monopolies and Restrictive Trade Practices Act, 1969, forms part of this Annual Report.

14. Acknowledgement

Your Directors express their grateful appreciation for the assistance and co-operation received from the customers, government authorities, banks and vendors during the financial year.

Your Directors appreciate and value the trust and faith shown by every shareholder of the KEC family.

Your Directors would also like to once again place on record their appreciation to the employees at all levels, who through their dedication, co-operation and support have enabled the Company to move towards achieving its objectives.

For and on behalf of the Board of Directors

H. V. Goenka Chairman

Place : Mumbai Date : May 6, 2011

Mar 31, 2010

The Directors have pleasure in presenting the Fifth Annual Report along with the audited accounts of the company for the year ended 31st March 2010.

FINANCIAL RESULTS

Rs. in crores

For the For the year ended year ended 31st March 31st March 2010 2009

Gross Sales 3,922.59 3,481.34

EBITDA 386.72 300.57

Interest 86.53 99.98

Profit before Non-Cash Items/Tax 300.19 200.59

Depreciation & Amortisation 26.24 22.75

Profit before Tax 273.95 177.84

Provision for Taxation 102.96 61.55

Profit after Taxation 170.99 116.29

Appropriations_

Balance as per last account 304.85 239.45

Capital Redemption Reserve - 10.40

Transfer to General Reserve 17.10 11.63

Proposed Dividend 30.85 24.67

Tax on Dividend 5.25 4.19

Balance transferred to Balance Sheet 422.64 304.85

DIVIDEND

Your Directors recommend a dividend of Rs. 6/- per equity share of Rs. 10/- each for the year ended 31st March 2010 on the equity share capital of the company.

SCHEME OF AMALGAMATION

The Scheme of Amalgamation for merger of the erstwhile RPG Cables Limited with the company has become effective on 31st March 2010 after obtaining all necessary statutory approvals. The consolidation has resulted in an integrated operation which qualifies the company to participate in the market for cable laying projects and in house cabling, besides providing synergy benefits to the existing operations. Consequently the consolidated operations of the company comprise of the Engineering, Procurement and Construction (EPC) business in power transmission, distribution, substations, railways, telecom and cables.

PERFORMANCE

The company has achieved a net turnover of Rs. 3,877.24 crores and a net profit of Rs.170.99 crores in the current financial year as against net turnover of Rs. 3,427.39 crores and net profit of Rs.116.29 crores in 2008-09. Earnings before interest, depreciation and tax (EBITDA) is Rs. 386.72 crores in the current financial year as against Rs. 300.57 crores in 2008-09.

The year was eventful with successful completion of several projects in south asian and international markets including the first 400 kV transmission line in Ethiopia and a 765 kV line in South Africa. Various projects awarded to the company for transmission, distribution, substation and railways in international and south asian markets were executed on schedule. The company has recently commenced manufacturing instrumentation and fire survival cables and has begun to undertake turnkey projects as well. A Build Own Operate project for the Universal Services Obligation Fund under the Department of Telecommunications was also successfully completed during the year.

ORDER BOOK AND BUSINESS OUTLOOK

The order book of the company at over Rs. 5,500 crores is a healthy mix of business across different geographies and segments. The company obtained orders from new markets like Cameroon and Peru, thereby widening its global presence and made a successful re-entry in Kuwait. Large orders secured from Algeria, Mali, Abu Dhabi, Kuwait and Oman including an Emergency Line Restoration System project obtained from a private sector client in Abu Dhabi has led to further penetration into existing markets. Major projects were bagged in India from the high potential North East and Western region for transmission business. The distribution and subtstation business of the company was able to secure new projects under the Rajiv Gandhi Grameen Vidyutikaran Yojana scheme. The order book from Railways business was further diversified by projects won in various areas of railway infrastructure.

The Government of India has provided significant impetus to the power sector development by encouraging entry of private sector in power generation and enabling private sector participation in transmission and distribution of power. These initiatives are aimed at improving capacity addition in power and reaching power to rural households spread across the length and breadth of the country. These would generate attractive business opportunities to the transmission, distribution, substations and cables business of the company.

The Central Asian region holds enormous opportunities for EPC projects. There has been steady revival in the Middle East markets due to stabilization of crude prices and with the improvement in commodity prices, fairly robust recovery is also expected in the African region.

Many projects in the Railways business are being floated for construction of new lines, earth works, bridge work, gauge conversion, doubling of lines and electrification. With extensive tower sharing being carried out by telecom service providers, the demand for telecom towers is restricted, though opportunities may open up due to implementation of 3G services.

SHARE CAPITAL

In terms of the Scheme of Amalgamation of RPG Cables Limited with KEC International Limited and their respective shareholders, the company has on 26th April 2010 issued and allotted 20,73,068 fully paid-up equity shares of Rs. 10/- each of the company to the equity shareholders of the erstwhile RPG Cables Limited. As a result, the aggregate paid-up equity share capital of the company stands at Rs. 51.42 crores consisting of 5,14,17,674 fully paid-up equity shares of Rs. 10/- each.

LISTING WITH THE STOCK EXCHANGES

The equity shares of the company continue to remain listed with Bombay Stock Exchange Limited and National Stock Exchange of India Limited and the stipulated listing fees for 2010-11 have been paid. The equity shares of the company, issued and allotted to the equity shareholders of the erstwhile RPG Cables Limited would be listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited upon completion of all formalities.

FIXED DEPOSITS

The company has not accepted any deposits within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the Rules framed thereunder.

RISK MANAGEMENT POLICY

The company has devised and adopted a Risk Management Policy in terms of Clause 49 of the listing agreement with the Stock Exchanges. The policy adopted by the company aligns strategy, processes, people, technology and knowledge for evaluating and managing uncertainties faced by the company and thereby leading to improvement in returns and overall value of the business. The identified risks are reviewed and evaluated on continuous basis and suitable strategies are framed to mitigate the same. The implementation of various strategies to control the said risks is monitored regularly. The Audit Committee reviews the Risk Management process periodically.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORP- TION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1) (e) of the Companies Act, 1956 read with the Companies

(Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are provided in the prescribed format as an annexure to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORT

As required by the listing agreement with the Stock Exchanges, Management Discussion and Analysis and Corporate Governance Report, as approved by the Board of Directors, together with a certificate from the companyÃs Auditors confirming the compliance with the requirements of Corporate Governance policies are set out in the Annexure forming part of this Annual Report.

SUBSIDIARY AND JOINT VENTURE COMPANIES

The company has two subsidiary companies, KEC Global FZ LLC and RPG Transmission Nigeria Limited in United Arab Emirates and Nigeria respectively and three joint venture companies, Hilltop Infrastructure Inc. in United States of America, KEC Power India Private Limited in India and AL-Sharif Group and KEC Company Limited in Saudi Arabia. The subsidiary and the joint venture companies are in the business of executing power transmission and distribution projects and providing designing and engineering services for power projects.

The company has obtained necessary exemptions from attaching the annual reports and accounts of its subsidiary companies, KEC Global FZ LLC and RPG Transmission Nigeria Limited. The annual reports and accounts of the said subsidiary companies are kept at the registered office of the company and shareholders desirous of obtaining copies of the reports and accounts of the same may request the company in writing.

CONSOLIDATED FINANCIAL STATEMENTS

In terms of Accounting Standard (AS) 21 on Consolidated Financial Statements, the consolidated financial statements of the company and its subsidiary and joint venture companies are attached herewith.

DIRECTORS

Mr. J. M. Kothary and Mr. P. A. Makwana retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting. Necessary resolutions relating to Directors who are seeking re-appointment are included in the Notice convening the Annual General Meeting. The Board of Directors recommends the re- appointment of Mr. J. M. Kothary and Mr. P. A. Makwana.

In compliance with Clause 49 IV (G) of the listing agreement, brief resume, expertise and other details of Directors proposed to be re-appointed are attached along with the Notice to the ensuing Annual General Meeting.

AUDITORS AND AUDITORSÃ REPORT

Deloitte Haskins & Sells, Chartered Accountants were appointed as the auditors of the company to hold office from the conclusion of the Fourth Annual General Meeting till the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint Deloitte Haskins & Sells, as the auditors of the company to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting and to authorize the Audit Committee to fix their remuneration. The company has received a letter from Deloitte Haskins & Sells to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such re- appointment within the meaning of Section 226 of the said Act. The shareholders are requested to appoint Deloitte Haskins & Sells, as auditors of the company and also authorize the Audit Committee to appoint auditor(s) to audit accounts of the branches of the company.

DIRECTORSÃ RESPONSIBILITY STATEMENT

The Directors would like to affirm that the financial statements for the year under review conform in their entirety to the requirements of the Companies Act, 1956.

As stipulated in Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the company hereby state and confirm that:

(i) in the preparation of the annual accounts for the year ended 31st March 2010, the applicable Accounting Standards have been followed;

(ii) such accounting policies have been selected and applied consistently and judgments and estimates made 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 under review;

(iii) proper and sufficient care has been taken 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) the annual accounts for the financial year ended 31st March 2010, have been prepared on a going concern basis.

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, the names and other particulars of the employees are required to be set out in the Annexure to the DirectorsÃ Report. However, as per 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. Members who are desirous of obtaining such particulars are requested to write to the company.

CORPORATE SOCIAL RESPONSIBILITY

During the year, the company could accomplish the following initiatives that were focused towards its social responsibility.

- Education: The company is committed to improving facilities in education for the underprivileged and in ensuring that education is reached to all sections of the society. Towards this objective, the company undertook provision of books, school bags, blackboards, furniture and such other infrastructure at Deori and Biharsharif and various other locations at which the company operates its projects. Tuitions were sponsored for students of tenth standard for subjects like Mathematics, Science and English and free computer education was organized for school children at Jabalpur.

- Self Sufficiency: Classes for tailoring, candle making, beautician and practical training of MS office package were organized at Jaipur.

- Community Service: Concrete dustbins for waste management were constructed at Sukli village, Butibori and hand-pumps were installed at Deoghar, Bihar. Blood donation camps were organized at Deoghar, Gurgaon and Butibori and an eye checkup camp was also arranged at Biharsharif.

ACKNOWLEDGEMENT

Your Directors express their grateful appreciation for the assistance and co-operation received from the banks, government authorities, customers, vendors and shareholders during the financial year. Your Directors would also like to once again place on record their appreciation to the employees at all levels, who through their dedication, co-operation and support have enabled the company to move towards achieving its objectives.

For and on behalf of the Board of Directors

H.V.Goenka

Chairman

Place: Mumbai Date: 29th April 2010

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