Directors Report of Techno Electric & Engineering Company Ltd.[Old]

Mar 31, 2017

To,

The members of

Techno Electric & Engineering Company Limited

The Directors take pleasure in presenting the 12th Annual Report, along with the audited accounts of the Company, for the year ended 31st March, 2017.

FINANCIAL PERFORMANCE

Your Company has registered comparatively a better financial performance for the year ended 31st March, 2017. Brief financial details of its EPC business and Power Generation business are provided below:

Rs, In Lakhs

Particulars	Year ended 31st March, 2017	Year ended 31st March, 2016
Profit before finance cost and depreciation	24385.26	18663.82
Less : Finance Cost	1594.26	2081.09
Depreciation	1305.26	1359.23
Profit before tax	21485.74	15223.50
Provision for taxation	6939.07	4509.53
Profit after taxation	14546.67	10713.97
Other Comprehensive Income	22.30	(37.23)
Balance brought forward from previous year	170.82	1078.06
	| 14739.79	| 11754.80
Appropriations
Interim dividend paid during the year	-	1712.74
Proposed final dividend paid during the year	1141.82	867.05
Provision for tax on proposed dividend	-	4.19
Transfer to Debenture Redemption Reserve	-	1000.00
Transfer to general reserve	10000.00	8000.00
Surplus carried to balance sheet and OCI	3597.97	170.82
	14739.79	11754.80

DIVIDEND

Your Directors have not recommended any dividend for the financial year ended 31st March, 2017.

RESERVES

Your Directors have proposed to transfer Rs,10,000 lakhs to General Reserve for the year under review.

OPERATIONAL PERFORMANCE

EPC Business:

Your Company has registered better performance during the year under review and achieved turnover of Rs,120494.29 Lakhs and profit after tax at Rs,14546.67 lakhs from EPC Business. During the year, the Company had successfully participated in bidding process of many projects on its own and partnership with others. The Order Book position was remarkably increased during the year. Once again, timely completion of quality projects have contributed towards the goodwill and performance of the Company and earned it the trust of customers. Since the power sector in the Country is in the growth path, the Company''s future growth is also visible and sustainable.

During the year 2016-17 the following projects were completed successfully:.

1. Turnkey contract for substation package for- i) Extension of 765 kVAngul substation, 765 kVJharsuguda sub-station and 765 kV Dharamjaigarh sub-station under transmission system associated with East Coast and NCC power projects in Srikakulam area, Andhra Pradesh - Part-B (Under Project ID 159), ii) Construction of 400 kV Srikakulam (New) sub-station and extension of 765 kVAngul sub-station under transmission system associated with East Coast and NCC power projects in Srikakulam area, Andhra Pradesh - Part-C (under Project ID 160), iii) Extension of 400 kV Srikakulam pooling station under consultancy to East Coast Energy Pvt. Ltd. (Under project ID 353), iv) Extension of 400/220 kV (AIS) Melakottaiyur sub-station under SRSS-XVIII (under Project ID278), v) Extension of Kota sub-station under RAPP 7&8, Part A (under Project ID 295) for PGCIL.

2. Turnkey contract for supply, erection, testing, commissioning works of 400/220/132 kV sub-station at Jammalamadugu (Kondapuran) with 2x400 kV bay extensions at Narnoor (Kurnool) from APTRANSCO.

3. Turnkey contract for construction of 400/220/66 kV Switchyard at 2x660 MW Kudgi TPS in Bijapur district of Karnataka from NTPC.

4. Contract for supply, inland transportation, insurance, installation, testing, commissioning of switchyard package for Meja TPP (2x660 MW) of Meja Urga Nigam Pvt. Ltd.

5. Turnkey execution of 400/132 kV switchyard for Kameng Hydroelectric Project (Package-VI), Arunachal Pradesh for NEEPCO Ltd., Shillong.

6. Turnkey contract for supply, erection, testing and commissioning of 400/220 kV sub-station atAsupaka and extension of 400 kV & 220 kV power supply to Indira Sagar Rudramkota Lift Irrigation Project at Asupaka, Khammam District for Transmission Corporation of Andhra Pradesh Ltd.

7. Turnkey contract for construction of (2x160 2x50) MVA, 220/132/33 kV Grid sub-station Samastipur (new) with 2 nos. 132 kV bays extension at remote end with SAS under BRGF Phase-Ill of Bihar State Power Transmission Co. Ltd.

8. Design, manufacture, testing at manufacture''s works and delivery of equipments required for work of construction of (2x160 3x50) MVA, 220/132/33 kV Grid sub-station,

Musahari (Muzaffarpur) complete with (SAS) under Special Plan/BRGF, Phase-Ill against NIT No. -477/PR/BSPTCL/2013 on turnkey basis on firm prices.

9. Turnkey contract for portion of work of sub-station package S1 for extension of 765/400 kV Raigarh (Tamnar) sub-station under transmission system associated with Bus Reactor & ICT in WRTS.

10. Turnkey construction of (2x160 2x50) MVA, 220/132/33 kV Grid sub-station, Kishanganj (New), 2 Nos. 220 kV line bay extension at existing 220/132/33 kV Madhepura GSS, 4 Nos. 220 kV line bay extension at 220/132/33 kV Supaul (New) GSS and 2 Nos. 132 kV line bay extension at existing 132/33 kV GSS at Kishanganj & Forbisganj on turnkey basis with (SAS) under Special Plan (BRGF) Phase-Ill -Part-ll.

11. Supply relating to Balance of Plant (BOP) and construction package for Coal Fired Thermic Fluid Heaters (CHH) Project for Mitsubishi Chemicals Corporation PTA India Corp. (P) Ltd. at Haldia, West Bengal.

The following projects are on-going and are in advance stage of completion and are expected to be completed as per schedule:

1. Turnkey contract for installation of Green Energy Corridors-ISTS-Part-A in SR i) 400/220 kVTirunelveli GIS sub-station along with 2x125 MVAR, 400 kV Bus Reactor & 2 x 500 MVA, 400/220 kV 3 Phase Auto Transformer ii) extension of 400 kVTuticorin pooling station.

2. Construction of 4 Nos. 400kV feeder bays for terminating 400kV PGCIL lines at existing IEC:61850 compliant 400kV GSS Chittorgarh including supply, erection, testing & commissioning of equipments / material and associated civil works of RRVPNL.

3. Turnkey contract for sub-station package SS02 for 765/400 kV Ajmer (New) substation and extension of 400 kV Ajmer (RVPN) sub-station associated with Green Energy Corridors-ISTS-Part-A in North Region.

4. Turnkey contract for substation package SS01 for 765/400kV Chittorgarh (New) substation and extension of 400kV Chittorgarh (RVPN) substation associated with Green Energy Corridors-ISTS-Part-A in North Region.

5. Turnkey execution of distribution package for Village electrification works in Gopalganj district of Bihar on turnkey basis under 12th Plan of Rajiv Gandhi Grameen Vidyutikaran Yojana.

6. Construction of 400 kV / 220 kV GSS at Ramgarh (Jaisalmer) and Augmentation work at existing 400 / 220 kV GSS Akal ( Jaisalmer) on turnkey basis (ADB funded).

7. Turnkey construction of 400/220 kV Mathura new sub-station (including Transformer and Reactor) (for Element-I) associated with transmission system for evacuation of Power from LalitpurTPP, UPPTCL under consultancy services to PGCIL.

8. Turnkey contract for sub-station Package S2: 1) Under installation of Bus Reactor and ICT in WR a) 400/220 kV Damoh substation extn. including 500 MVA, 400/220 kV ICT, b) 2 x 63 MVAR, 400 kV Switchable Line Reactors at Rajgarh sub-station for Rajgarh-Sardar Sarovar 400 kV D/C line.

2) Under Solapur STPP Part-A, a) 400 kV Solapur sub-station extn. 3) Under RAPP 7 & 8 a) extension of 400 kV Sujalpur substation with 2x50 MVAR Line Reactors.

9. On-Shore Supply, Service and Off-Shore contract for substation package for STATCOM Installations at 400kV Solarpur, 400kV Satna & 400kV Aurangabad in Western Region.

10. Contract for Ex-works (India) & CIF (Indian Port-of-Entry) supply and providing all services of Switchyard Package for Tanda Thermal Power Project, Stage-ll (2x660 MW) of NTPC Ltd.

11. Contract for Supply and Service of Substation Package-SS01 for (a) Extension of 400kV Bachau S/s under Transmission system strengthening associated with Mundra UMPP (Part-A) & (b) Extension

of 400kV & Construction of 220kV (New) Indore Substation [including 2x500 MVA, 400/220/33kV auto transformer] and (c) Extension of 400kV & 220kV Itarsi Substation [including 1x500 MVA, 400/220/33kV auto transformer] under WRSS-XIV of PGCIL.

12. Contract for Supply and Service of

Substation Package-SS02 for (i) 765kV Vindhyachal Pooling Station Extension & 765kVJabalpur Pooling Station extension under Vindhyachal-V Project; (ii) 765kV Jabalpur Pooling Station extension under Part-A of TS for Gadarwara STPS of NTPC & (iii) 765kV Solarpur Substation Extension & 400kV Parli (PG) Switching station extension under WRSS-XV of PGCIL.

13. On-Shore Supply, Service and Off-Shore contract for GIS Substation package ASM-SS04 under NER Power System Improvement Project - World Bank Funded: Intra-State-Assam of PGCIL.

14. Contract for Supply and Service of

Substation Package-SS02 (AIS) for (i) Extension of400kVTuticorin substation under connectivity with Kundankulam 3 &4 (2x1000 MW) with Inter-state Transmission System (ii) Extension of 400/220kV NP Kunta Substation (with 4 nos. of 220kV line bays) under Transmission system for Ultra Mega Solar Park in Anantpur Distt, AP-Part-B and (iii) Extension of 400/220kV NP Kunta Substation including supply of 1x500MVA, 400/220kV Autotransformer under Transmission system for Ultra Mega Solar Park in Anantpur Distt, AP-Part-C.

During the year, the Company was successful in bagging many prestigious orders, the major amongst them are:

1. Substation Package SS01 for construction of 765/400 KV Bikaner (New) Sub-station (including supply of 765 KV Circuit Breaker and 400 KV Bus Reactor) and Extensions of 765 KV Ajmer Moga Sub-station associated with Green Energy Corridor ISTS-Part-D.

2. GIS Sub-station Package MEG-SS-02 for Meghalaya associated with NER Power System Improvement Project, i) 220/132/33kV New Shillong (New) GIS, ii) 220/132kV Mawngap GIS (Upgrade), iii) 220kV Byrnihat AIS (Extn)].

3. GIS Sub-station Package-SS01 for Extension of 765kV (i) 765 kv 400kv GIS s/s at Jharsuguda S/s.(ii) 765 kv outdoor GIS (bus-section) at Jharsuguda S/S (iii) Extn. of 400kvjharsuguda GIS S/S under POWERGRID works associated TBCB Line under Common Transmission System for Phase-ll Generation Projects in Odisha.

4. Contract for execution of 2 Nos. 765 kV bay at 765kV D/C Darlipalli -Jharsugda line (NTPC Ckt.-1&2) at 765/400kVJharsugda Sundergarh ) Pooling Station under Transmission System associated with Darlipalli TPS.

5. Substation package for STATCOM installations at: i) 400 kV Lucknow and 400 kV Nalagarh substations under installation of STATCOMs in northern region; and ii) 400 kV Gwalior substation under installation of STATCOMs in Western Region.

6. Contract for Supply & Services for Construction of IEC:61850 complaint 400 kV Grid Substation at Jodhpur ( New), Kankani of RRVPNL

7. Substation Package - SS02 for i) 765 kv Champa Pooling station, ii) Extension of 765/400 kV Dharmjaygarh Substation (including 1 no. 125 MVAR, 420 kV Bus Reactor), iii) 765/400 kV Raigarh ( Kotra ) Pooling Station (including 1 no. 125 MVAR, 420 kV Bus Reactor) under WRSS-18, iv) Extension of 765 Kv Indore station : v) 400 kV Rajgarh Substation (including 1 no. 63 MVAR, 420 kV Reactor) under Khargaon

TPS & vi) Procurement of 1 No. 50 MVAR, 420 kV Spare Reactor along with associated NGR & SA at ITARSI substation.

8. Contract for Rural Electrification work of Dhanbad Package comprising of Dhanbad, Bokaro & Ramgarh District injharkhand State under Deendayal Upadhyay Gramjyoti Yojna (DDUJY) ofjharkhand Bijli Vitran Nigam Ltd.

Energy Sale Business:

During the year, the Company sold 76.65 million units of energy (power) up to 31st December, 2016, earning revenue of ''2540.02 lakhs.

The Company has sold 22 WTGs having capacity of 33MW and transferred 8 WTGs having capacity of 12MW to its wholly owned subsidiary Simran Wind Project Ltd. with effect from 1st January, 2017.

Therefore, the Company has no wind energy business at the end of the financial year under review.

MATERIAL CHANGES AND COMMITMENTS

No material changes have occurred subsequent to the close of the financial year of the Company to which the Balance Sheet relates and the date of this report that have any effect on the financial position of the Company.

SIGNIFICANT AND MATERIAL ORDERS BY REGULATORS

No significant and material orders have been passed by any regulators or courts or tribunals impacting the going concern status and company''s operations in future.

INTERNAL FINANCIAL CONTROL

The Company has adequate internal financial controls in place to manage its affairs. Proper policies and procedures are adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information and the same is reviewed at regular intervals depending upon the situation of the business of the Company.

SUBSIDIARIES & ASSOCIATES

Material Subsidiary:

Your Company has one material non-listed wholly-owned subsidiary namely Simran Wind Project Limited (SWPL). SWPL is engaged in the business of green power generation with a capacity of 129.90 MW spreading across Tamilnadu and Karnataka (including 12 MW acquired from the holding company during the year). During the year, it has generated 247.38 million units and earned revenue of Rs,12037.30 lakhs.

Pursuant to provisions of section 129(3) of the Act, a statement containing salient features of the financial statements of the Company''s subsidiary in Form AOC-1 is attached to the financial statements of the Company.

Non-material Subsidiary:

Your company has the following non-material non-listed subsidiaries namely: Techno Infra Developers Private Limited, Techno Green Energy Private Limited, Techno Clean Energy Private Limited and Techno Wind Power Private Limited and one Associate Company namely, Patran Transmission Company Ltd. (PTCL).

The Annual Reports of the subsidiary companies are not attached to the Annual report; however, the same shall be made available to any member for inspection at the Registered Office / Corporate Office of the Company during working hours. Relevant financial information of the Subsidiary/s has been disclosed in this Annual Report in compliance with the general circular.

OUTLOOK & OPPORTUNITIES

Every industry around the world have been transformed by technological innovation within the last couple of decades. At last, innovation in the power sector is finally taking place as well.

To bring clean, affordable electricity to all of its citizens, India has announced an impressive goal to add 60 GW of medium- and large-scale grid-connected solar projects and 40 GW of rooftop solar by 2022. Adding clean energy will drastically change the lives of India''s citizens while simultaneously working to fulfill its international commitments to combat climate change.

Achieving nationwide electrification will be no easy feat, no matter whether it is through either source of energy. It will require bringing electricity to about 240 million people, many of which live in rural villages where nearly half of households lack access to electricity. Utilities typically cannot afford to buy more expensive power generation when demand is high, which leads to regular blackouts. India has an enormous opportunity to leapfrog the large-scale, centralized power system paradigm that dominated the 20th century, and instead settle into a model of small-scale, distributed power systems that are cleaner, more affordable, and more reliable at once.

Techno, being a major player in implementing projects for the power generators, distributors and transmitters, stators etc., has placed itself in a strong footing and prepared for taking the challenges that may arise from the electrification vision of the Govt, and capitalize on the opportunities that may come to it. There are many opportunities in the offing which shall bring substantial growth to the Company in coming years.

MEETINGS OF DIRECTORS

Board Meeting

During the year 2016-17, seven meetings of the board were held. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

Independent Directors Meeting

The Independent Directors had met on February 10, 2017 to review the performance of no independent directors and the Chairperson of the Company including overall assessment on the effectiveness of the Board in performing its duties and responsibilities. The Board comprises Members having expertise in Technical, Banking and Finance.

The Directors evaluate their performance and contribution at every Board and Committee Meetings based on their knowledge, experience and expertise on relevant field vis-s-vis the business of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

At present, the Board has Five Independent (Non-Executive) Directors, One Managing Director (Executive) and Two Non-Independent Non Executive Directors, including One Woman Director.

New Appointment

The Board of Directors has appointed Dr. Rajendra Prasad Singh, as an Additional Independent Director with effect from 05th August, 2016. In terms of Section 161 of the Companies Act, 2013, Dr. Rajendra Prasad Singh holds office up to the date of ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing his name for the office of Director. Accordingly, the Board recommends the resolution in relation to appointment of Dr. Rajendra Prasad Singh as an Independent Director, for the approval by the shareholders of the Company.

Dr. Rajendra Prasad Singh, Director (DIN:00004812) aged about 68 years residing at A-1, PWO Housing Society, Sector-43, Gurgaon, Haryana - 122002 is a Post Graduate in Mechanical Engineering from BHU, Ex. Chairman & MD of Power Grid Corporation of India Ltd. In his career of more than 37 years, he has served TISCO, NTPC and POWERGRID.

Resignation

During the Year under review Mr. V. D. Mohile (DIN: 00060785) Independent Director has resigned from the office of the Board w.e.f. 05th August, 2016. The Board has placed on record its sincere appreciation and gratitude for contributions made by him during his tenure as Independent Director.

None of the Independent Directors are due for re-appointment.

Director retiring by rotation

Mr. Ankit Saraiya, Non-Independent Non Executive Director is liable to retire by rotation at the ensuing Annual General Meeting and seeking re-appointment be re-appointed by the shareholders. A brief profile of Mr. Ankit Saraiya is given below:

Mr. Ankit Saraiya, aged about 31 years residing at 2B, Hastings Park Road, Block - C, Alipore, Kolkata - 700027 is a Bachelor of Science (Corporate Finance & Accounting) with Minor in Computer Information Systems from Bentley University in Waltham, Massachusetts, U.S.A with sound financial and commercial knowledge and experience of more than 5 years in the related field.

Statement on declaration by independent directors

The Company has received Statement on declaration from each independent director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached with the report as a separate annexure. A formal letter of appointment to Independent Directors as provided in Companies Act, 2013 has been issued and disclosed on website of the Company viz. www.techno.co.in

Board Evaluation

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations").

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company''s policy on directors'' appointment and remuneration and other matters provided in section 178(3) of the Act is available on our website (http://www.techno. co.in/Content/SEBI_CODE/Nomination_and_ Remuneration_Policy.pdf). There has been no change in the policy since the last fiscal year in the corporate governance report, which forms part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors confirm:

a) That in the preparation of the annual accounts, the applicable Accounting Standards were followed, along with proper explanation relating to material departures;

b) That the selected accounting policies are reasonable and prudent so as to give a true and fair view of the Company''s state of affairs and profit at the end of the financial year, and applied them consistently;

c) That proper and sufficient care was taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the Company''s assets and for preventing and detecting fraud and other irregularities;

d) That the accounts for the period ended 31st March, 2017 are on a going-concern basis.

e) That proper internal financial control has been laid down and followed by the company and that such internal financial controls are adequate and are operating effectively.

f) That proper system has been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

NOMINATION AND REMUNERATION COMMITTEE AND POLICY

The Nomination and Remuneration Committee of the Board comprising three independent directors has formulated the policy for appointment of Directors and Key Managerial Personnel and determination of remuneration including the criteria for determining qualification, positive attributes independence of a director and other matters as provided under sub-section (3) of section 178 of the Companies Act, 2013. In terms of the Policy, the non-executive directors and the independent directors shall not receive any remuneration, except the sitting fees for attending meetings of the Board and its Committees. During the year under review, the Committee had recommended on the appointment, terms and conditions of Dr. Rajendra Prasad Singh (DIN: 00004812) as an Independent director.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR Committee constituted by the Board has formulated the CSR Policy. In adherence to the CSR Policy, the Company has spent on solar energy in rural areas and committed 1.50 crores to Indian Institute of Management, Ahmadabad for the year under review which contribution is coming under item (v) of Schedule VII (i.e. protection of National heritage, including restoration of buildings of historical importance and works etc. A detail report on the CSR activities and expenditures is annexed to this report.

RISK MANAGEMENT COMMITTEE AND POLICY

The Company has a Risk Management Committee comprising of three directors. The purpose of risk management committee of the Board of Directors shall be to assist the Board in fulfilling its corporate governance oversight responsibilities with regard to the identification, evaluation and mitigation of operational, strategic and external environment risks. The committee has overall responsibility for monitoring and approving the risk policies and associated practices of the company. The risk management committee is also responsible for reviewing and approving risk disclosure statements in any public documents or disclosures. The role and responsibility of the Risk Management Committee has been briefly mentioned in the Corporate Governance Report.

VIGIL MECHANISM

The Company has established the vigil mechanism and formulated the Whistleblower policy which intends to cover serious concerns that could have grave impact on the operations and performance of the business of the Company. The policy neither releases employees from their duty of confidentiality in the course of their work, nor can it be used as a route for raising malicious or unfounded allegations against people in authority and / or colleagues in general.

AUDIT COMMITTEE

The Company has duly constituted Audit Committee in place with 3 independent directors as its members. The Audit Committee had met four times during the year under review. The details of the committee including its role and responsibilities are given in the Corporate Governance Report.

DEPOSITS

The Company has not accepted any deposits from public or others during the year under review.

AUDITORS

The office of present Auditors, M/s. S. S. Kothari & Co., Chartered Accountants is subject to ratification at every Annual General Meeting. However, the Company has received a proposal from a Shareholder proposing M/s. Singhi & Co., Chartered Accountants, Kolkata for appointment as Auditors of the Company for 5 years from the financial year 2017-18 subject to ratification at the Annual General Meeting every year. The proposed Auditors have conveyed their eligibility and willingness to the appointment.

AUDITORS REPORT

The Directors believe that there is no qualification, reservation or adverse remarks or disclaimer made by the Statutory Auditors on the Annual Financial Statements of the Company for the year ended 31st March, 2017.

SECRETARIAL AUDIT REPORT

The Secretarial Auditor, Babulal Patni, Company Secretary have carried out the Secretarial Audit for the year ended 31st March, 2017 as required under the Companies Act, 2013 and the audit report is attached to this Directors Report. There is no qualification, reservation, adverse remark or disclaimer by the Secretarial Auditor in its report that requires explanation or comments by the Board.

COST AUDIT

The Cost Auditor, Mr. Saibal Sekhar Kundu,

Cost Accountant had conducted the audit of Cost records maintained by the Company to the extent applicable under law and had submitted his report for the year 2015-16 to the Board during the year under review.

The Cost Audit for the year under review is conducted on time and the Report for the year ended 31st March, 2017 will be forwarded to the Central Government within the statutory time limit.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, (as amended) an extract of the annual return in the prescribed format is attached to this report.

SHARE CAPITAL

There was a change in the share capital of the Company during the year under review.

BONUS SHARES

The Company had issued 57091200 equity shares of ''2 as Bonus Shares to the existing shareholders of the Company in the proportion of 1:1 share in accordance with the provisions of Section 63 of the Companies Act, 2013 read with Rule 14 of the Companies(Share Capital and Debentures), Rules 2014. Consequently, the issued, subscribed and paid up equity share capital was increased to ''22,83,64,800 divided into 114182400 equity shares of ''2 each as on 31st March, 2017.

BUY BACK OF SECURITIES

The Company had proposed to buyback 1500000 Equity Shares of Rs,2 each at a price of Rs,400/- per share for a total consideration of Rs,60,00,00,000 in accordance with the provisions of Section 68 of the Companies Act, 2013 read with Rule 17 of the Companies (Share Capital and Debentures) Rules, 2014 during the year under review which was completed on 12th April, 2017. Post Buyback of shares, the issued, subscribed and paid up capital was reduced to Rs,22,53,64,800 divided into 112682400 equity shares of Rs,2 each.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee had met once in every quarter to look after the

Grievances of Stakeholders. One grievance was

received in the year under review that required the attention of the Committee for resolution. The grievance was examined by the Committee and necessary direction was issued to resolve the same. Subsequently, the grievance was resolved. However, no complaints / grievances were received through SCORES during the year under review.

INVESTOR EDUCATION AND PROTECTION FUND

The Company has transferred a sum of Rs,1,16,837/- being the unpaid / unclaimed dividend for the year ended 31st March, 2009, to the Investor Education and Protection Fund on October 10, 2016 after giving prior intimation to the claimants well before time of transfer.

The dividend for the year ended 31st March, 2010 that remains unpaid / unclaimed is due for transfer in the current year which can be claimed by 30th September, 2017.

PARTICULARS OF EMPLOYEES

The relation between the employees and the management continued to be cordial and stable at all levels. Your Directors wish to place on record their appreciation for the devoted services of all the Company''s executives and staff.

During the year, no employee was in receipt of remuneration of or in excess of the amount prescribed under the Companies Act, 2013. The particulars of employees pursuant to Section 134(3)(q) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report.

DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations, corporate governance report with auditors ‘certificate thereon and management discussion and analysis are attached, which form part of this report.

With reference to the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2015 read with Circular No. SEBI/LAD-NRO/GN/2015-16/27 dated 22nd December,2015, the Business Responsibility Report (BRR) annexed as part of the Annual Report.

CORPORATE GOVERNANCE

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 a report on Corporate Governance and a Certificate from Mr. Kaushik Sonee, Company Secretary in Whole-time Practice (Membership No. F7921, C.P. NO: 14302), Proprietor, M/s. K Sonee & Associates, confirming compliance with the requirements of the Corporate Governance is annexed to this report.

PARTICULARS OF LOANS AND GUARANTEES

The Company has not given any loans or guarantee for loans taken by others under Section 186 of the Companies Act, 2013 and also not made any investments beyond the limits prescribed under the aforesaid section during the year.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has not entered into any contract or arrangement with related parties during the year under review. However, some minor business transactions entered into with related parties have been disclosed in the notes to the annual accounts which form part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A management discussion and analysis report is annexed and forms an integral part of the annual report.

ACKNOWLEDGEMENTS

Your Directors wish to express their gratitude to the shareholders, various customers and their consultants, different government departments and the Company''s bankers for their continued support to the Company. The Directors look forward to their support in future.

For and on behalf of the Board of Directors

Place: Kolkata, (P.P.Gupta)

Date : 26th May, 2017 Chairman

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Mar 31, 2016

The Directors take pleasure in presenting the 11th Annual Report, along with the audited accounts of the Company, for the year ended 31st March, 2016.

FINANCIAL PERFORMANCE

Your Company has registered comparatively a better financial performance for the year ended 31st March, 2016. Brief financial details of its EPC business and Power Generation business are provided below:

Rs. In Lakhs

Year ended Year ended 31st March, 2016 31st March, 2015

Profit before finance cost and depreciation 18,627.83 13,692.03

Less : Finance Cost 2,081.10 2,021.60

Depreciation 1,363.11 1,350.27

Profit before tax 15,183.62 10,320.16

Provision for taxation 2,715.86 1,852.95

Profit after taxation 12,467.76 8,467.21

Balance brought forward from previous year 211.00 65.09

12,678.76 8,532.30

Appropriations

Depreciation of Assets on expiry of useful life - 16.65

Interim dividend paid during the year 1,712.74 1,427.28

Proposed final dividend 1,141.82 856.37

Provision for tax on proposed dividend 236.64 21.00

Transfer to Debenture Redemption Reserve 1,000.00 500.00

Transfer to general reserve 8,000.00 5,500.00

Surplus carried to balance sheet 587.56 211.00

12,678.76 8,532.30

DIVIDEND

Your Directors recommended a final dividend of Rs. 2 per equity share of nominal value of Rs. 2 each for the financial year ended 31st March, 2016 in addition to the interim dividend of Rs. 3 per equity share paid for the year under review making the total dividend for the year at Rs. 5 per equity share.

RESERVES

Your Directors have proposed to transfer Rs. 8,000 Lakhs to General Reserve and Rs. 1,000 Lakhs to Debenture Redemption Reserve for the year under review.

OPERATIONAL PERFORMANCE EPC

Business:

Your Company has significantly improved its performance during the year under review and registered significant increase in turnover and profit. The turnover stood at Rs. 1,03,283.78 Lakhs and profit after tax at Rs. 12,467.76 Lakhs from EPC Business. During the year, the Company had taken calculative decisions while participating in the bidding process to have quality jobs with better margins. Your Company has successfully participated and bagged many quality orders in the financial year under review which has improved its Order book to all time high. Most of the projects are funded by World Bank, ADB & KFW (Germany). Your Company has capitalised the opportunities to the fullest extent possible depending upon its capabilities during the year. The refection of its better performance during the year is once again linked to the timely completion of projects and commitments to deliver quality. Overall, the power sector in the Country is in a much better position now and is also expected to continue in the coming years. Your Company is all set to face the positive challenges and will move ahead in the growth path. As seen in the last part of the financial year, the Wind power sector is also in the process of revival and the policies of the Central Govt. will play a key role in that direction.

During the year 2015-16 the following projects were completed successfully:

1. Turnkey contract for supply, civil, erection, testing and commissioning of 400/220 kV sub-station at Urvakonda in Ananthpur District of Andharapradesh from APTRANSCO.

2. Turnkey contract for sub-station Package S1 for extension of 765 kV Solapur sub-station and extension of 765 kV Aurangabad sub-station under Transmission System associated with Inter- regional System Strengthening Scheme for WR & NR-Part A, extension of 765 kV Raichur sub-station and extension of 765 kV Kurnool sub-station under system strengthening in Southern Region-XXII.

3. Contract for supply of equipment for 400/220 kV GIS sub-station and associated 400 kV LILO at Patran in the state of Punjab.

4. Turnkey contract for construction of (2x160 2x50) MVA, 220/132/33 kV Grid Sub-station Sonenagar (new) with 2 nos. 132 kV bays extension at remote end with SAS under BRGF Phase-III of Bihar State Power Transmission Co. Ltd.

5. Supply, erection, testing and commissioning of fuel oil handling system package for Prayagraj Thermal Power

Your Directors recommended a final dividend of Rs. 2 per equity share of nominal value of Rs. 2 each for the financial year ended 31st March, 2016 in addition to the interim dividend of Rs. 3 per equity share paid for the year under review

Project (3x660 MW) at Tehsil-Bara, Dist. Allahabad, Uttar Pradesh.

6. Turnkey contract for procurement and construction of 132/33 kV sub-station at Dhanaha, Construction of 132 kV bays one each at Bettia, Sasaram, Mohania, Dinara, Lakhisarai and Sheikpura and Construction of four 33 kV bays at remote end 33/11 kV PSS for downlinking of 132/33 kV GSS at Dhanaha, ICB No. 5/Package-G-BSEB/ ADB/2010 from BSEB. (ADB funded);

7. Turnkey Contract for Construction of New 132/33KV Substation at Fort Portal, Extn. of New 132/33KV Substation at Fort Portal and Extn. of 132/33KV Substation at Mbarara North 2, Nkenda & Opuyo for Uganda Electricity Transmission Company Ltd., Uganda.

The following projects are on-going and are in advance stage of completion and are expected to be completed as per schedule:

1. Turnkey execution of 400/132 kV switchyard for Kameng Hydroelectric Project (Package-VI), Arunachal Pradesh for NEEPCO Ltd., Shillong.

2. Turnkey contract for construction of 400/220/66 kV Switchyard at 2x660 MW Kudgi TPS in Bijapur district of Karnataka from NTPC.

3. Turnkey contract for supply, erection, testing, commissioning works of 400/220/132 kV sub-station at Jammalamadugu (Kondapuran) with 2x400 kV bay extensions at Narnoor (Kurnool) from APTRANSCO.

4. Contract for supply, inland transportation, insurance, installation, testing, commissioning of switchyard package for Meja TPP (2x660 MW) of Meja Urga Nigam Pvt. Ltd.

5. Turnkey contract for substation package for - i) Extension of 765 kV Angul sub- station, 765 kV Jharsuguda sub-station and 765 kV Dharamjaigarh sub-station under transmission system associated with East Coast and NCC power projects in Srikakulam area, Andhra Pradesh - Part-B (Under Project ID 159), ii) Construction of 400 kV Srikakulam (New) sub-station and extension of 765 kV Angul sub-station under transmission system associated with East Coast and NCC power projects in Srikakulam area, Andhra Pradesh – Part-C (under Project ID 160), iii) Extension of 400 kV Srikakulam pooling station under consultancy to East Coast Energy Pvt. Ltd. (Under project ID 353), iv) Extension of 400/220 kV (AIS) Melakottaiyur sub-station under SRSS- XVIII (under Project ID278), v) Extension of Kota sub-station under RAPP 7&8, Part A (under Project ID 295) for PGCIL.

6. Turnkey contract for supply, erection, testing and commissioning of 400/220 kV sub-station at Asupaka and extension of 400 kV & 220 kV power supply to Indira Sagar Rudramkota Lift Irrigation Project at Asupaka, Khammam District for Transmission Corporation of Andhra Pradesh Ltd.

7. Turnkey contract for construction of (2x160 2x50) MVA, 220/132/33 kV Grid sub-station Samastipur (new) with 2 nos. 132 kV bays extension at remote end with SAS under BRGF Phase-III of Bihar State Power Transmission Co. Ltd.

8. Design, manufacture, testing at manufacturer''s works and delivery of equipments required for work of construction of (2x160 3x50) MVA, 220/132/33 kV Grid sub-station, Musahari (Muzafarpur) complete with (SAS) under Special Plan/BRGF, Phase-III against NIT No. -477/PR/BSPTCL/2013 on turnkey basis on firm prices.

9. Supply relating to Balance of Plant (BOP) and construction package for Coal Fired Thermic Fluid Heaters (CHH) Project for Mitsubishi Chemicals Corporation PTA India Corp. (P) Ltd. at Haldia, West Bengal.

10. Turnkey contract for portion of work of sub-station package S1 for extension of 765/400 kV Raigarh (Tamnar) sub-station under transmission system associated with Bus Reactor & ICT in WRTS.

11. Turnkey construction of (2x160 2x50) MVA, 220/132/33 kV Grid sub-station, Kishanganj (New), 2 Nos. 220 kV line bay extension at existing 220/132/33 kV Madhepura GSS, 4 Nos. 220 kV line bay extension at 220/132/33 kV Supaul (New) GSS and 2 Nos. 132 kV line bay extension at existing 132/33 kV GSS at Kishanganj & Forbisganj on turnkey basis with (SAS) under Special Plan (BRGF) Phase-III -Part-II.

12. Turnkey execution of distribution package for Village electrification works in Gopalganj district of Bihar on turnkey basis under 12th Plan of Rajiv Gandhi Grameen Vidyutikaran Yojana.

13. Construction of 400 kV / 220 kV GSS at Ramgarh (Jaisalmer ) and Augmentation work at existing 400 / 220 kV GSS Akal (Jaisalmer ) on turnkey basis (ADB funded).

14. Turnkey construction of 400/220 kV Mathura new sub-station (including Transformer and Reactor) (for Element-I) associated with transmission system for evacuation of Power from Lalitpur TPP, UPPTCL under consultancy services to PGCIL.

15. Turnkey contract for sub-station Package S2: 1) Under installation of Bus Reactor and ICT in WR a) 400/220 kV Damoh sub- station extn. including 500 MVA, 400/220 kV ICT, b) 2 x 63 MVAR, 400 kV Switchable Line Reactors at Rajgarh sub-station for Rajgarh-Sardar Sarovar 400 kV D/C line. 2) Under Solapur STPP Part-A, a) 400 kV Solapur sub-station extn. 3) Under RAPP 7 & 8 a) extension of 400 kV Sujalpur sub- station with 2x50 MVAR Line Reactors.

16. Turnkey contract for installation of Green Energy Corridors-ISTS-Part-A in SR i) 400/220 kV Tirunelveli GIS sub-station along with 2 x 125 MVAR, 400 kV Bus Reactor & 2 x 500 MVA, 400/220 kV 3 Phase Auto Transformer ii ) extension of 400 kV Tuticorin pooling station.

17. Turnkey contract for sub-station package SS02 for 765/400 kV Ajmer (New) sub- station and extension of 400 kV Ajmer (RVPN) sub-station associated with Green Energy Corridors-ISTS-Part-A in North Region.

18. Turnkey contract for substation package SS01 for 765/400kV Chittorgarh (New) substation and extension of 400kV Chittorgarh (RVPN) substation associated with Green Energy Corridors-ISTS-Part-A in North Region.

During the year, the Company was successful in bagging many prestigious orders, the major amongst them are:

1. On-Shore Supply, Service and Of-Shore contract for substation package for STATCOM Installations at 400kV Solarpur, 400kV Satna & 400kV Aurangabad in Western Region.

2. Construction of 4 Nos. 400kV feeder bays for terminating 400kV PGCIL lines at existing IEC:61850 compliant 400kV GSS Chittorgarh including supply, erection, testing & commissioning of equipments / material and associated civil works of RRVPNL.

3. Contract for Ex-works (India) & CIF (Indian Port-of-Entry) supply and providing all services of Switchyard Package for Tanda Thermal Power Project, Stage-II (2x660 MW) of NTPC Ltd.

4. Contract for Supply and Service of Substation Package-SS01 for (a) Extension of 400kV Bachau S/s under Transmission system strengthening associated with Mundra UMPP (Part-A) & (b) Extension of 400kV & Construction of 220kV (New) Indore Substation [including 2x500 MVA, 400/220/33kV auto transformer] and (c) Extension of 400kV & 220kV Itarsi Substation [including 1x500 MVA, 400/220/33kV auto transformer] under WRSS-XIV of PGCIL.

5. Contract for Supply and Service of Substation Package-SS02 for (i) 765kV Vindhyachal Pooling Station Extension & 765kV Jabalpur Pooling Station extension under Vindhyachal-V Project; (ii) 765kV Jabalpur Pooling Station extension under Part-A of TS for Gadarwara STPS of NTPC & (iii) 765kV Solarpur Substation Extension & 400kV Parli (PG) Switching station extension under WRSS-XV of PGCIL.

6. On-Shore Supply, Service and Of-Shore contract for GIS Substation package ASM-SS04 under NER Power System Improvement Project – World Bank Funded: Intra-State-Assam of PGCIL.

7. Contract for Supply and Service of Substation Package-SS02 (AIS) for (i) Extension of 400kV Tuticorin substation under connectivity with Kundankulam 3 & 4 (2x1000 MW) with Inter-state Transmission System (ii) Extension of 400/220kV NP Kunta Substation (with 4 nos. of 220kV line bays) under Transmission system for Ultra Mega Solar Park in Anantpur Distt, AP-Part-B and (iii) Extension of 400/220kV NP Kunta Substation including supply of 1x500MVA, 400/220kV Autotransformer under Transmission system for Ultra Mega Solar Park in Anantpur Distt, AP-Part-C.

Energy Sale Business:

The difficult time for the Company''s renewable energy generation business is still continuing. Even though the sign of revival is seen recently, much more need to be done by the policy making Authorities to encourage the renewable energy sector. The Company sold 55.24 million units of energy (power) during 2015-16, earning revenue of Rs. 1,856.22 Lakhs.

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

MATERIAL CHANGES AND COMMITMENTS

No material changes have occurred subsequent to the close of the financial year of the Company to which the Balance Sheet relates and the date of this report that have any effect on the financial position of the Company.

SIGNIFICANT AND MATERIAL ORDERS BY REGULATORS

No significant and material orders have been passed by any regulators or courts or tribunals impacting the going concern status and company''s operations in future.

INTERNAL FINANCIAL CONTROL

The Company has adequate internal financial controls in place to manage its affairs. Proper policies and procedures are adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information and the same is reviewed at regular intervals depending upon the situation of the business of the Company.

SUBSIDIARIES & ASSOCIATES

Material Subsidiary:

Your Company has one material non-listed subsidiary namely Simran Wind Project Limited (SWPL). SWPL is engaged in the business of green power generation with a capacity of 117.9 MW spreading across Tamilnadu and Karnataka and has generated 132.90 million units during the year under review and earned revenue of Rs. 6,436.69 Lakhs.

Pursuant to provisions of section 129(3) of the Act, a statement containing salient features of the financial statements of the Company''s subsidiary in Form AOC-1 is attached to the financial statements of the Company.

Non-material Subsidiary:

Your company has the following non-material non-listed subsidiaries namely: Techno Infra Developers Private Limited, Techno Green Energy Private Limited, Techno Clean Energy Private Limited and Techno Wind Power Private Limited and one Associate Company namely, Patran Transmission Company Ltd. (PTCL). PTCL which was awarded as a concession from PFC Consulting as a BOOM project to the Company to build the transmission network in Punjab shall be commissioned by mid-June, 2016.

The Annual Reports of the subsidiary companies are not attached to the Annual report, however, the same shall be made available to any member for inspection at the Registered Office / Corporate Office of the Company during working hours. Relevant financial information of the Subsidiary/s have been disclosed in this Annual Report in compliance with the general circular.

OUTLOOK & OPPORTUNITIES

The power sector in the Country is undergoing transformational changes due to policy- level changes supported by effectiveness in implementing directives which has created enormous opportunities for various stakeholders. However, deep introspection on various aspects of the policy and regulatory interventions and their implication in the long run may be helpful in informed decision making and growth in the sector. Energy sector and secure energy are the key to economic growth, human developmental aspects like poverty reduction, employment generation etc., which is dependent on the certainty in policy- level interventions. The policymakers have initiated multiple steps in the recent past for the improvement in power sector and benefit of consumers that includes, amendment to the Electricity Act, uninterrupted power supply, Coal Mines Special provision Ordinance, Coal auction and allocation, Natural Gas auction, Integrated power Development Scheme, Deendayal Upadhyaya Gram Jyoti Yojna, renewable energy generation targets and massive transmission connectivity plans etc. which may have positive impact on secure fuel for power generation, bringing in efficiency and competition, enhancing renewable energy generation, increasing power supply to households, strengthening the Grid and generating business and employment opportunities.

The aggressive approach by the Central Govt. to provide reliable, sustainable, secure and affordable power for all has brought remarkable change in the approach of the various players and stakeholders in the sector. Techno has positioned itself more favourably with its calculative and cautious approach and fared well in the year and expected to do much better in the coming years.

MEETINGS OF DIRECTORS

Board Meeting

During the year 2015-16, four meetings of the board were held. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

Independent Directors Meeting

The Independent Directors had met on 6th February, 2016 to review the performance of non-independent directors and the Chairperson of the Company including overall assessment on the effectiveness of the Board in performing its duties and responsibilities. The Board comprises Members having expertise in Technical, Banking and Finance.

The Directors evaluate their performance and contribution at every Board and Committee Meetings based on their knowledge, experience and expertise on relevant fields vis- s-vis the business of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

At present, the Board has Five Independent (Non-Executive) Directors, One Managing Director (Executive) and Two Non-Independent Non-Executive Directors.

None of the Independent Directors are due for re-appointment.

Re-appointments

The official term of Mr. Padam Prakash Gupta (holding DIN: 00055954) as Managing Director expires on 30th June, 2016. The Board of Directors at the meeting held on 28th May, 2016 have re-appointed him as Managing Director of the Company for a period of Three (3) years effective from 1st July, 2016, subject to the approval of the shareholders in the ensuing Annual General Meeting, on the terms and conditions as set out in the Agreement to be entered into between the Company on the one part and Mr. Padam Prakash Gupta on the other part.

Director retiring by rotation

Ms. Avantika Gupta, Non-Independent Non- Executive Director is liable to retire by rotation at the ensuing Annual General Meeting and seeking re-appointment be re-appointed by the shareholders. A brief profile of Ms. Avantika Gupta is given below:

Ms. Avantika Gupta, aged about 26 years residing at 2B, Hastings Park Road, Block – C, Alipore, Kolkata – 700027 is a Bachelor of Science (Economics & Finance) with Minor in Accountancy and Creative Writing from Bentley University in Waltham, Massachusetts, U.S.A with financial and commercial knowledge and experience of more than 3 years.

Statement on declaration by independent Directors

The Company has received Statement on declaration from each independent director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached with the report as a separate annexure.

Board Evaluation

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations").

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Policy on directors'' appointment and remuneration and other details

The Company''s policy on directors'' appointment and remuneration and other matters provided in section 178(3) of the Act is available on our website (http://www.techno. co.in/Content/SEBI_CODE/Nomination and_ Remuneration_Policy.pdf). There has been no change in the policy since the last fiscal year in the corporate governance report, which forms part of this report.

LISTING AGREEMENT

The Securities and Exchange Board of India (SEBI), on 2nd September, 2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations were effective 1st December, 2015. Accordingly, all listed entities were required to enter into the Listing Agreement within six months from the effective date. The Company has entered into the new Listing Agreement with BSE Limited and the National Stock Exchange of India Limited during December 2015.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors confirm:

a) That in the preparation of the annual accounts, the applicable Accounting Standards were followed, along with proper explanation relating to material departures;

b) That the selected accounting policies are reasonable and prudent so as to give a true and fair view of the Company''s state of affairs and profit at the end of the financial year, and applied them consistently;

c) That proper and sufficient care was taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the Company''s assets and for preventing and detecting fraud and other irregularities;

d) That the accounts for the period ended 31st March, 2016 are on a going-concern basis.

e) That proper internal financial control has been laid down and followed by the Company and that such internal financial controls are adequate and are operating effectively.

f) That proper system has been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

NOMINATION AND REMUNERATION COMMITTEE AND POLICY

The Nomination and Remuneration Committee of the Board comprising three independent directors has formulated the policy for appointment of Directors and Key Managerial Personnel and determination of remuneration including the criteria for determining qualification, positive attributes independence of a director and other matters as provided under sub-section (3) of section 178 of the Companies Act, 2013. In terms of the Policy, the non-executive directors and the independent directors shall not receive any remuneration, except the sitting fees for attending meetings of the Board and its Committees. During the year under review, the Committee had not recommended appointment or remuneration of any Directors or Managerial Personnel.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR Committee constituted by the Board has formulated the CSR Policy. In adherence to the CSR Policy, the Company has contributed Rs. 2.00 Crores to Indian Institute of Management, Ahmedabad which contribution is coming under item (v) of Schedule VII (i.e. protection of National heritage, including restoration of buildings of historical importance and works etc. A detail report on the CSR activities and expenditures is annexed to this report.

RISK MANAGEMENT COMMITTEE AND POLICY

The Company has a Risk Management Committee comprising of three directors. The purpose of risk management committee of the Board of Directors shall be to assist the Board in fulfilling its corporate governance oversight responsibilities with regard to the identification, evaluation and mitigation of operational, strategic and external environment risks. The committee has overall responsibility for monitoring and approving the risk policies and associated practices of the Company. The risk management committee is also responsible for reviewing and approving risk disclosure statements in any public documents or disclosures. The role and responsibility of the Risk Management Committee has been briefly mentioned in the Corporate Governance Report.

VIGIL MECHANISM

The Company has established the vigil mechanism and formulated the Whistleblower policy which intends to cover serious concerns that could have grave impact on the operations and performance of the business of the Company. The policy neither releases employees from their duty of confidentiality in the course of their work, nor can it be used as a route for raising malicious or unfounded allegations against people in authority and / or colleagues in general.

AUDIT COMMITTEE

The Company has duly constituted Audit Committee in place with 4 independent directors as its members. The Audit Committee had met four times during the year under review. The details of the committee including its role and responsibilities are given in the Corporate Governance Report.

DEPOSITS

The Company has not accepted any deposits from public or others during the year under review.

AUDITORS

The present Auditors, M/s. S. S. Kothari & Co., Chartered Accountants, hold office till the conclusion of the 14th Annual General Meeting subject to ratification at every Annual General Meeting. Therefore, the appointment of the Auditors of the Company shall be ratified at the ensuing Annual General Meeting. The Auditors have conveyed their eligibility to continue with the appointment.

AUDITORS'' REPORT

The Directors believe that there is no qualification, reservation or adverse remarks or disclaimer made by the Statutory Auditors on the Annual Financial Statements of the Company for the year ended 31st March, 2016.

SECRETARIAL AUDIT REPORT

The Secretarial Auditor, Babulal Patni, Company Secretary have carried out the Secretarial Audit for the year ended 31st March, 2016 as required under the Companies Act, 2013 and the audit report is attached to this Directors Report. There is no qualification, reservation, adverse remark or disclaimer by the Secretarial Auditor in its report that requires explanation or comments by the Board.

COST AUDIT

The Cost Auditor, Mr. Saibal Sekhar Kundu, Cost Accountant had conducted the audit of Cost records maintained by the Company to the extent applicable under law and had submitted his report for the year 2014-15 to the Board during the year under review.

The Cost Audit for the year under review is conducted on time and the Report for the year ended 31st March, 2016 will be forwarded to the Central Government within the statutory time limit.

The Board of Directors had reappointed Mr. Saibal Sekhar Kundu, Cost Accountant, of E7/7 Karunamoyee Housing Estate, Salt Lake City, Kolkata - 700 091 bearing Membership No. 9379, as the cost auditors of the Company under section 148 of the Companies Act, 2013 for 2016-17.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, (as amended) an extract of the annual return in the prescribed format is attached to this report.

SHARE CAPITAL

There was no change in the share capital of the Company during the year under review. The Company has not issued any shares with differential voting rights, sweat equity, shares under stock option schemes etc. and also has not made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employees.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee had met once to looks after the Grievances of Stakeholders. One grievance was received in the year under review that required the attention of the Committee for resolution. The grievance was examined by the Committee and necessary direction was issued to resolve the same. Subsequently, the grievance was resolved. However, no complaints / grievances were received through SCORES during the year under review.

INVESTOR EDUCATION AND PROTECTION FUND

The Company has transferred a sum of Rs.1,14,162/-, being the unpaid / unclaimed dividend for the year ended 31st March, 2008, to the Investor Education and Protection Fund on 1st September, 2015 after giving prior intimation to the claimants well before time of transfer. The dividend for the year ended 31st March, 2009 that remains unpaid / unclaimed is due for transfer in the current year which can be claimed by 30th September, 2016.

PARTICULARS OF EMPLOYEES

The relation between the employees and the management continued to be cordial and stable at all levels. Your Directors wish to place on record their appreciation for the devoted services of all the Company''s executives and staff.

During the year, no employee was in receipt of remuneration of or in excess of the amount prescribed under the Companies Act, 2013. The particulars of employees pursuant to Section 134(3)(q) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report.

DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations, corporate governance report with certificate thereon and management discussion and analysis are attached, which form part of this report.

With reference to the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2015 read with Circular No. SEBI/LAD-NRO/GN/2015- 16/27 dated 22nd December,2015, the Company shall provide the Business Responsibility Report (BRR) as part of the Annual Report. In compliance with the regulation, we will provide the BRR as part of our Annual Report in the next financial year.

CORPORATE GOVERNANCE

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 a report on Corporate Governance and a Certificate from Mr. Murari Pasayat, Company Secretary in Whole-time Practice (Membership No. 32664, C.P. NO: 12963), Partner, M/s. DS & Associates LLP, confirming compliance with the requirements of the Corporate Governance is attached to this report.

PARTICULARS OF LOANS AND GUARANTEES

The Company has not given any loans or guarantee for loans taken by others under Section 186 of the Companies Act, 2013 and also not made any investments beyond the limits prescribed under the aforesaid section during the year.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has not entered into any contract or arrangement with related parties during the year under review. However, some minor business transactions entered into with related parties have been disclosed in the notes to the annual accounts which form part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A management discussion and analysis report is annexed and forms an integral part of the annual report.

ACKNOWLEDGEMENTS

Your Directors wish to express their gratitude to the shareholders, various customers and their consultants, different government departments and the Company''s bankers for their continued support to the Company. The Directors look forward to their support in future.

For and on behalf of the Board of Directors

Place : Kolkata,

P. P. Gupta

Date : 28th May, 2016 Chairman

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Mar 31, 2015

Dear members,

The Directors take pleasure in presenting the 10th Annual Report, along with the audited accounts of the Company, for the year ended March 31, 2015.

Financial Performance

Your Company has registered comparativly a better financial performance for the year ended March 31, 2015. Brief financial details of its EPC business and Power Generation business are provided below:

(RS. in Lakhs)

Year ended Year ended March 31, 2015 March 31, 2014

Profit before finance 13,351.32 10,443.79 cost and depreciation Less : Finance Cost 1,680.89 1,559.16

Depreciation 1,350.27 1,513.84

Profit before tax 10,320.16 7,370.79

Provision for taxation 1,852.95 376.22

(including deferred income tax, fringe benefit tax and security transaction tax)

Profit after taxation 8,467.21 6,994.57

Balance brought forward from 65.09 31.77 previous year 8.532.30 7,026.34

Appropriations

Transfer to general reserve 5,500.00 5,200.00

Interim dividend paid during the year 1,427.28 1,427.28

Proposed final dividend 856.37 285.46

Provision for tax on proposed dividend 21.00 48.51

Transfer to Debenture Redemption Reserve 500.00 -

Depreciation of Assets on 16.65 - expiry of useful life Surplus carried to balance sheet 211.00 65.09

8.532.30 7,026.34

Dividend

Your Directors recommended a final dividend of C 1.50 per equity share of nominal value of C 2 each for the financial year ended March 31, 2015 in addition to the interim dividend of C 2.50 paid for the year under review making the total dividend for the year at C 4.00 per share.

Reserves

Your Directors have proposed to transfer Rs.5,500.00 lacs to General Reserve and C 500.00 lacs to Debenture Redemption Reserve for the year under review.

Operational Performance EPC Business

Your Company, after showing stagnant in growth in the last 2/3 years in the face of adverse economic and business conditions, has improved its operation during the year under review and registered increase in turnover and profit. The turnover stood at C 68,912.20 lakhs and profit after tax at Rs.8,467.21 lakhs from EPC Business.

During the year, the Company was cautious and had a very close watch on the market conditions and had taken calculative decisions while participating in the bidding process to have a better margin. The emphasis of the Government on power sector has played an important role in reviving the power sector in the last year, the results of which start reflected in the later part of the financial year. Your Company has successfully participated and bagged many quality orders in the last quarter of the financial year under review. The present emphasis in the country is to generate and transmit Renewable Power. The major portion of the Orders is for Green Corridor and for Dynamic Load Management ensuring Grid stability. As such, your Company is the first mover in the country in this segment of business. As usual, the timely completion of projects by the Company has also reflected in its operational performance. We are very hopeful that the current trend will continue and further accelerate the growth in the Power Sector and your Company will also move ahead with the time by reaping more benefits out of that.

During the year 2014-15 the following projects were completed successfully:

1. Turnkey contract for extension of 765 kV bays at 765/400 kV Gwalior sub-station, extension of 765 kV Bina sub-station, extension of 765 kV Jabalpur pooling sub-station & extension of 765/400 kV Indore sub-station associated with transmission system for Phase - I generation project in Odisha Part-C for PGCIL.

2. Turnkey contract for supply & erection of 400/220kV GIS substation at Magarwada in of Daman & Diu in association with M/s. Xian XD Switchgear Electric Co. Ltd. China from PGCIL. (ADB funded)

3. Turnkey contract for construction of 400 kV sub-station at Julwania from M/s. MP Power Transmission Co. Ltd.

4. Turnkey contract for establishment of 400 kV & 220 kV Transformer Bay at existing 400 kV GSS Akal (Jaisalmer).

5. Contract for substation package for extension of 400 kV Sagardighi sub-station and 400kV Behrampur sub- station under eastern region strengthening scheme-X for PGCIL for power supply to Bangladesh.

6. Fuel Oil Handling System for 1 x 500 MW Unit at Bokaro-A TPS, Jharkhand for BHEL.

7. Turnkey contract for construction of 400 kV switchyard at Vindhyachal Super Thermal Power Project, Stage-V (1x500 MW) from NTPC.

8. Turnkey contract for procurement and construction of 132/33 kV substation at Gangwara and construction of four 33 kV bays at remote end 33/11 kV PSS for downlinking of 132/33 kV GSS at Gangwara, ICB No.5/ Package-G-BSEB/ADB/2010 from BSEB. (ADB funded).

9. 51.9 KTPA, 235 KA DC power distribution system for pot lines involving 3000 MT of aluminium work, for 80 pots for Hirakud smelter expansion project at Hirakud, Odisha for Beroa Uniseven Refractory Services Pvt Ltd, Kolkata.

The following projects are on-going and are in advance stage of completion and are expected to be completed as per schedule:

1. Supply, erection, testing and commissioning of fuel oil handling system package for Prayagraj Thermal Power Project (3x660 MW) at Tehsil-Bara, Dist. Allahabad, Uttar Pradesh.

2. Turnkey execution of 400/132 kV switchyard for Kameng Hydroelectric Project (Package-VI), Arunachal Pradesh for NEEPCO Ltd., Shillong.

3. Turnkey contract for procurement and construction of 132/33 kV sub-station at Dhanaha, Construction of 132 kV bays one each at Bettia, Sasaram, Mohania, Dinara, Lakhisarai and Sheikpura and Construction of four 33 kV bays at remote end 33/11 kV PSS for downlinking of 132/33 kV GSS at Dhanaha, ICB No. 5/ Package-G-BSEB/ADB/2010 from BSEB. (ADB funded);

4. Turnkey contract for construction of 160 km 132 kV double circuit mbarara- nkenda transmission and associated sub-station UETCL/WORKS/ 2011/00003 from Uganda Electricity Transmission Company Limited, Uganda in joint venture with M/s. Kalpataru Power Transmission Limited;

5. Turnkey contract for construction of 400/220/66 kV Switchyard at 2x660 MW Kudgi TPS in Bijapur district of Karnataka from NTPC.

6. Turnkey contract for supply, erection, testing, commissioning works of 400/220/132 kV sub-station at Jammalamadugu (Kondapuran) with 2x400 kV bay extensions at Narnoor (Kurnool) from APTRANSCO.

7. Turnkey contract for supply, civil, erection, testing and commissioning of 400/220 kV sub-station at Urvakonda in Ananthpur District of Andharapradesh from APTRANSCO.

8. Contract for supply, inland transportation, insurance, installation, testing, commissioning of switchyard package for Meja TPP (2x660 MW) of Meja Urga Nigam Pvt. Ltd.

9. Turnkey contract for substation package for - i) Extension of 765 kV Angul sub-station, 765 kV Jharsuguda sub-station and 765 kV Dharamjaigarh sub-station under transmission system associated with East Coast and NCC power projects in Srikakulam area, Andhra Pradesh - Part-B (Under Project ID 159), ii) Construction of 400 kV Srikakulam (New) sub- station and extension of 765 kV Angul sub-station under transmission system associated with East Coast and NCC power projects in Srikakulam area, Andhra Pradesh - Part-C (under Project ID 160), iii) Extension of 400 kV Srikakulam pooling station under consultancy to East Coast Energy Pvt. Ltd. (Under project ID 353), iv) Extension of 400/220 kV (AIS) Melakottaiyur sub-station under SRSS-XVIII (under Project ID278), v) Extension of Kota sub-station under RAPP 7&8, Part A (under Project ID 295) for PGCIL.

10. Turnkey contract for supply, erection, testing and commissioning of 400/220 kV sub-station at Asupaka and extension of 400 kV & 220 kV power supply to Indira Sagar Rudramkota Lift Irrigation Project at Asupaka, Khammam District for Transmission Corporation of Andhra Pradesh Ltd.

11. Turnkey contract for construction of (2x160 2x50) MVA, 220/132/33 kV Grid Sub-station Sonenagar (new) with 2 nos. 132 kV bays extension at remote end with SAS under BRGF Phase-III of Bihar State Power Transmission Co. Ltd.

12. Turnkey contract for construction of (2x160 2x50) MVA, 220/132/33 kV Grid sub-station Samastipur (new) with 2 nos. 132 kV bays extension at remote end with SAS under BRGF Phase-III of Bihar State Power Transmission Co. Ltd.

During the year, the Company was successful in bagging many prestigious orders, the major amongst them are:

1. Design, manufacture, testing at manufacture''s works and delivery of equipments required for work of construction of (2x160 3x50) MVA, 220/132/33 kV Grid sub-station, Musahari (Muzaffarpur) complete with (SAS) under Special Plan/BRGF, Phase-III against NIT No. -477/PR/BSPTCL/2013 on turnkey basis on firm prices.

2. Supply relating to Balance of Plant (BOP) and construction package for Coal Fired Thermic Fluid Heaters (CHH) Project for Mitsubishi Chemicals Corporation PTA India Corp. (P) Ltd. at Haldia, West Bengal.

3. Contract for supply of equipment for 400/220 kV GIS sub-station and associated 400 kV LILO at Patran in the state of Punjab.

4. Turnkey contract for sub-station Package S1 for extension of 765 kV Solapur sub-station and extension of 765 kV Aurangabad sub-station under Transmission System associated with Inter-regional System Strengthening Scheme for WR & NR-Part A, extension of 765 kV Raichur sub-station and extension of 765 kV Kurnool sub-station under system strengthening in Southern Region-XXII.

5. Turnkey contract for portion of work of sub-station package S1 for extension of 765/400 kV Raigarh (Tamnar) sub-station under transmission system associated with Bus Reactor & ICT in WRTS.

6. Turnkey construction of (2x160 2x50) MVA, 220/132/33 kV Grid sub-station, Kishanganj (New), 2 Nos. 220 kV line bay extension at existing 220/132/33 kV Madhepura GSS, 4 Nos. 220 kV line bay extension at 220/132/33 kV Supaul (New) GSS and 2 Nos. 132 kV line bay extension at existing 132/33 kV GSS at Kishanganj & Forbisganj on turnkey basis with (SAS) under Special Plan (BRGF) Phase-III -Part-II.

7. Turnkey execution of distribution package for Village electrification works in Gopalganj district of Bihar on turnkey basis under 12th Plan of Rajiv Gandhi Grameen Vidyutikaran Yojana.

8. Construction of 400 kV / 220 kV GSS at Ramgarh (Jaisalmer ) and Augmentation work at existing 400 / 220 kV GSS Akal ( Jaisalmer ) on turnkey basis (ADB funded).

9. Turnkey construction of 400/220 kV Mathura new sub-station (including Transformer and Reactor) (for Element-I) associated with transmission system for evacuation of Power from Lalitpur TPP, UPPTCL under consultancy services to PGCIL.

10. Turnkey contract for sub-station Package S2: 1) Under installation of Bus Reactor and ICT in WR a) 400/220 kV Damoh sub-station extn. including 500 MVA, 400/220 kV ICT, b) 2 x 63 MVAR, 400 kV Switchable Line Reactors at Rajgarh sub-station for Rajgarh- Sardar Sarovar 400 kV D/C line. 2) Under Solapur STPP Part-A, a) 400 kV Solapur sub-station extn. 3) Under RAPP 7 & 8 a) extension of 400 kV Sujalpur sub-station with 2x50 MVAR Line Reactors.

11. Turnkey contract for installation of Green Energy Corridors-ISTS-Part-A in SR i) 400/220 kV Tirunelveli GIS sub-station along with 2 x 125 MVAR, 400 kV Bus Reactor & 2 x 500 MVA, 400/220 kV 3 Phase Auto Transformer ii ) extension of 400 kV Tuticorin pooling station.

12. Turnkey contract for sub-station package SS02 for 765/400 kV Ajmer (New) sub-station and extension of 400 kV Ajmer (RVPN) sub-station associated with Green Energy Corridors-ISTS-Part-A in North Region.

13. Turnkey contract for substation package SS01 for 765/400 kV Chittorgarh (New) substation and extension of 400kV Chittorgarh (RVPN) substation associated with Green Energy Corridors-ISTS-Part-A in North Region.

Energy Sale Business:

The Company''s renewable energy generation business has passed through a difficult time for the last 2 years. The wind mills couldn''t run to its full potential due to problems in evacuation of power. However, the Government is now in the process of formulating separate policies for the renewable energy sector. The Company is hopeful of revival of the renewable energy sector. The Company sold 62.24 million units of energy (power) during 2014-15, earning revenue of 2103.48 lakhs. To stabilise the energy sale business, the Company is considering the proposal to enter into Group Captive Schemes.

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

Material Changes and Commitments

No material changes have occurred subsequent to the close of the financial year of the Company to which the Balance Sheet relates and the date of this report that have any effect on the financial position of the Company. However, one of the subsidiary Company, M/s. Simran Wind Project Ltd. had disposed off some old Wind Power assets in May, 2015 which doesn''t have any adverse material effect on the financial position of the Company.

Significant and material Orders by Regulators

No significant and material orders have been passed by any regulators or courts or tribunals impacting the going concern status and company''s operations in future.

Internal Financial Control

The Company has adequate internal financial controls in place to manage its affairs. Proper policies and procedures are adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information and the same is reviewed at regular intervals depending upon the situation of the business of the Company.

Subsidiaries & Associates

Your Company has two material non-listed subsidiaries namely Simran Wind Project Limited (SWPL) and Patran Transmission Company Ltd. (PTCL). SWPL is engaged in the business of green power generation with a capacity of 162.35 MW spreading across Tamilnadu and Karnataka and has generated 238.20 million units during the year under review and earned revenue of Rs. 10,477.13 lakhs. PTCL was awarded as a concession from PFC Consulting as a BOOM project to the Company to build the transmission network in Punjab. The required land has been acquired and the construction of the project will start soon and is expected to be completed on schedule time. The financial details of PTCL shall be available once the operations start.

The Annual Reports of the subsidiary companies are not attached to the Annual report, however, the same shall be made available to any member for inspection at the Registered Office / Corporate Office of the Company and of its subsidiary, during working hours. Relevant financial information of the subsidiary/s have been disclosed in this Annual Report.

Outlook & Opportunities

One of the most critical components of infrastructure is power or electricity which affects the economic growth and well-being of any nation. Sustainable growth of any Country including India depends upon existence and development of adequate infrastructure. The power sector in India is most diversified because of the various sources of power generation ranging from conventional ones such as coal, lignite, natural gas, oil, hydro and nuclear power to other viable non-conventional sources such as wind, solar, and agriculture and domestic waste. There is a huge gap between the demand and generation of electricity in India and the gap is narrowing day by day.

The Indian power sector is undergoing a significant change that is redefining the industry outlook. Sustained economic growth continues to drive demand for power in India. The Government of India''s promise to provide 24x7 power to all has accelerated capacity addition in the country. At the same time, the competitive intensity is increasing on both market side as well as supply side (fuel, logistics, finances and manpower).

Further, the storage technologies are gaining recognition as the key to address the key priorities of policy makers such as smart cities, renewable integration and energy access. Government of India has announced series of initiatives in past 6 months like enhancing the target for National Solar Mission, accelerating wind energy adoption, Deendayal Upadhyaya Gram Jyori Yojana, 100 Smart Cities and 1000 microgrids and creation of National Standing Committee on Energy Storage and Hybrid systems by Ministry of New and Renewable Energy that have a direct impact on opportunities for this sector. MNRE is currently working on the policy framework to launch "National Energy Storage Mission" later this year. "Make in India" campaign of Indian Government has introduced series of incentives that are resulting in interest from global leaders on setting up or expanding existing manufacturing in India through partnerships with Indian Industry.

To achieve a sustainable growth, energy security is of paramount importance for which large scale integration of renewable generation shall play a prominent role. Renewable energy has the inherent advantage of greater resource flexibility of a distributed energy system. In this direction, transmission plays a central role to facilitate seamless flow of electricity in a reliable and affordable manner, increasing efficiency with the application of smart grid technologies. Towards this, the "Green Energy Corridor" is one of the most appreciable efforts as the renewable energy sector is coming into increasing focus in the context of climate change vis-a- vis concern on energy security.

Your Company has once again become the first one to participate in the Green Corridor Projects and bagged many prestigious Orders. If the initiatives taken by the present Government materialises on ground, your Company shall be benefitted the much and shall grow at a faster pace. Your Company has the capability and adequate preparedness to face the new developments and diversified challenges happening recently in the power sector.

Meetings of Directors Board Meeting

During the year 2014-15, the directors were met five times inter-alia to review the operation of the company and to discuss the financial results as well as the future business plans / strategy of the company in the board meetings held on May 24, 2014; July 26, 2014; September 11, 2014, November 7, 2014 and February 07, 2015.

Independent Directors Meeting

The Independent Directors had met on March 17, 2015 to review the performance of non-independent directors and the Chairperson of the Company including overall assessment on the effectiveness of the Board in performing its duties and responsibilities. The Board comprises Members having expertise in Technical, Banking and Finance.

The Directors evaluate their performance and contribution at every Board and Committee Meetings based on their knowledge, experience and expertise on relevant fields vis- s-vis the business of the Company.

Directors and Key Managerial Personnel

At present, the Board has Five Independent (Non- Executive) Directors, One Managing Director (Executive) and Two Non-Independent Non-Executive Directors.

As per the requirement of the Companies Act, 2013 all the five independent directors on the board have been re- appointed for tenure of 5 years by the Shareholders at the last Annual General Meeting held on July 26, 2014.

Woman Director

Ms. Avantika Gupta, who was appointed as Woman Director (Additional Director) by the board on 07th February, 2015 in compliance with the provisions of the Companies Act, 2013 and the Listing Agreement with the Stock Exchanges. She is seeking confirmation of her appointment by the Shareholders at the ensuing Annual General Meeting. She is a Non-Independent Non-Executive Director appointed in terms. A brief profile of Ms. Gupta is given below:

Ms. Avantika Gupta, aged about 25 years residing at 2B, Hastings Park Road, Block-C, Alipore, Kolkata-700027 is a Bachelor of Science (Economics & Finance) with Minor in Accountancy and Creative Writing from Bentley University in Waltham, Massachusetts, U.S.A with financial and commercial knowledge and experience of more than 2 years.

Director retiring by rotation

Mr. Ankit Saraiya, Non-Independent Non-Executive Director is liable to retire by rotation at the ensuing Annual General Meeting and seeking re-appointment be re-appointed by the shareholders. A brief profile of Mr. Ankit Saraiya is given below:

Mr. Ankit Saraiya aged about 29 years residing at Flat - D, Block - C, 2B, Hastings Park Road, Kolkata - 700027 is a Bachelor of Science (Corporate Finance & Accounting) with Minor in Computer Information Systems from Bentley University in Waltham, Massachusetts, U.S.A with sound financial and commercial knowledge and experience of more than 5 years in the related field.

Statement on declaration by Independent Directors

A Statement on Declaration by Independent Directors under sub-section (6) of section 149 of the Companies Act, 2013 is attached with the report as a separate annexure.

Key Managerial Personnel

In terms of the Companies Act, 2013, the Company has appointed Mr. P. P. Gupta, Managing Director, Mr. P. K. Lohia, President Finance & CFO and Mr. N. Brahma, Company Secretary as Key Managerial Personnel (KMP) during the year and there is no change in them till date of this report.

Directors'' Responsibility Statement Your Directors confirm:

a) That in the preparation of the annual accounts, the applicable Accounting Standards were followed, along with proper explanation relating to material departures;

b) That the selected accounting policies are reasonable and prudent so as to give a true and fair view of the Company''s state of affairs and profit at the end of the financial year, and applied them consistently;

c) That proper and sufficient care was taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the Company''s assets and for preventing and detecting fraud and other irregularities;

d) That the accounts for the period ended March 31, 2015 are on a going-concern basis.

e) That proper internal financial control have been laid down and followed by the company and that such internal financial control is adequate and is operating effectively.

f) That proper system has been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Nomination and Remuneration Policy

The Nomination and Remuneration Committee of the Board comprising three independent directors has formulated the policy for appointment of Directors and Key Managerial Personnel and determination of remuneration including the criteria for determining qualification, positive attributes independence of a director and other matters as provided under sub-section (3) of section 178 of the Companies Act, 2013. During the year under review, the Committee had recommended appointment of one non- executive director (woman director). In terms of the Policy, the non-executive directors and the independent directors shall not receive any remuneration, except the sitting fees for attending meetings of the Board and its Committees.

Corporate Social Responsibility (CSR)

The CSR Committee constituted by the Board has formulated the CSR Policy. In adherence to the CSR Policy, the Company is engaged in social activities and contributes for the cause of the society on various areas. The Company has contributed C 1.20 Crores to Shri Ambesh Soubhagya Mewad Charitable Trust, Mumbai towards education.

Risk Management Policy

The purpose of risk management committee of the Board of Directors shall be to assist the Board in fulfilling its corporate governance oversight responsibilities with regard to the identification, evaluation and mitigation of operational, strategic and external environment risks. The committee has overall responsibility for monitoring and approving the risk policies and associated practices of the company. The risk management committee is also responsible for reviewing and approving risk disclosure statements in any public documents or disclosures. The role and responsibility of the Risk management Committee has been briefly mentioned in the Corporate Governance Report.

Vigil Mechanism

The Company has established the vigil mechanism and formulated the Whistleblower policy which intends to cover serious concerns that could have grave impact on the operations and performance of the business of the Company. The policy neither releases employees from their duty of confidentiality in the course of their work, nor can it be used as a route for raising malicious or unfounded allegations against people in authority and / or colleagues in general.

Audit Committee

The Company has duly constituted Audit Committee in place with 4 independent directors as its members. The Audit Committee had met four times during the year under review. The details of the committee including its role and responsibilities are given in the Corporate Governance Report.

Deposits

The Company has not accepted any deposits from public or others during the year under review.

Auditors

The present Auditors, M/s. S. S. Kothari & Co., Chartered Accountants, hold office till the conclusion of the 14th Annual General Meeting subject to ratification at every Annual General Meeting. Therefore, the appointment of the Auditors of the Company shall be ratified at the ensuing Annual General Meeting. The Auditors have conveyed their eligibility to continue with the appointment.

Auditors Report

The Directors believe that there is no qualification, reservation or adverse remarks or disclaimer made by the Statutory Auditors on the Annual Financial Statements of the Company for the year ended March 31, 2015.

Secretarial Audit Report

The Secretarial Auditor, Babulal Patni, Company Secretary have carried out the Secretarial Audit for the year ended March 31, 2015 as required under the Companies Act, 2013 and the audit report is attached to this Directors Report. There is no qualification, reservation, adverse remark or disclaimer by the Secretarial Auditor in its report that requires explanation or comments by the Board.

Cost Audit

The Cost Auditor, Mr. Saibal Sekhar Kundu, Cost Accountant had conducted the audit of Cost records maintained by the Company to the extent applicable under law and had submitted his report for the year 2013-14 to the Board during the year under review.

The Cost Audit for the year under review is conducted on time and the Report for the year ended March 31, 2015 will be forwarded to the Central Government within the statutory time limit.

The Board of Directors had reappointed Mr. Saibal Sekhar Kundu, Cost Accountant, of E7/7 Karunamoyee Housing Estate, Salt Lake City, Kolkata - 700 091 bearing Membership No. 9379, as the cost auditors of the Company under section 148 of the Companies Act, 2013 for 2015-16.

Share Capital

There was no change in the share capital of the Company during the year under review. The Company has not issued any shares with differential voting rights, sweat equity, shares under stock option schemes etc. and also has not made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employees.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee was established in the last year in terms of the Companies Act, 2013 which looks after the Grievances of Stakeholders. No such grievances have been received in the year under review that required the attention of the Committee for resolution. However, one request for issue of demand draft in lieu of expired dividend warrants was received through SCORES and was resolved within stipulated time.

Investor Education and Protection Fund

The Company has transferred a sum of Rs. 86,635/-, being the unpaid / unclaimed dividend for the year ended March 31, 2007, to the Investor Education and Protection Fund on September 17, 2014 after giving prior intimation to the claimants well before time of transfer. The dividend for the year ended March 31, 2008 that remains unpaid / unclaimed is due for transfer by September 20, 2015 which can be claimed by August 20, 2015.

Particulars of Employees

The relation between the employees and the management continued to be cordial and stable at all levels. Your Directors wish to place on record their appreciation for the devoted services of all the Company''s executives and staff.

During the year, no employee was in receipt of remuneration of or in excess of the amount prescribed under the Companies Act, 2013. The particulars of employees pursuant to Section 134(3)(q) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report (Annexure V).

Corporate Governance

As stipulated under Clause 49 of the Listing Agreement a report on Corporate Governance and a Certificate from M/s S. S. Kothari & Co., Practicing Chartered Accountants, confirming compliance with the requirements of the Corporate Governance is attached to this report.

Particulars of Loans and Gurantees

The Company has not given any loans or guarantee for loans taken by others under Section 186 of the Companies Act, 2013 and also not made any investments beyond the limits prescribed under the aforesaid section during the year.

Particulars of Contracts or Arrangements with Related Parties:

The Company has not entered into any contract or arrangement with related parties during the year under review. However, the some minor business transactions entered into with related parties have been disclosed in the notes to the annual accounts which forms part of the Annual Report.

Management Discussion and Analysis

A management discussion and analysis report is annexed and forms an integral part of the annual report.

Acknowledgements

Your Directors wish to express their gratitude to the shareholders, various customers and their consultants, different government departments and the Company''s bankers for their continued support to the Company. The Directors look forward to their support in future.

For and on behalf of the Board of Directors

Place: Kolkata, (P.P. Gupta) Date : May 22, 2015 Chairman

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Mar 31, 2013

The members of Techno Electric & Engineering Company Limited

The Directors take immense pleasure in presenting the 8th Annual Report, along with the audited accounts of the Company, for the year ended March 31, 2013.

FINANCIAL RESULTS

Your Company''s operations during the financial year ended March 31, 2013 which comprises the EPC and power generation business, resulted in:

(Rs.In lakhs)

Year ended Year ended March 31, 2013 March 31, 2012

Profit before Finance Cost and depreciation 11,218.17 15,545.80

Less : Finance Cost 2,145.06 2,447.45

Depreciation 1,502.52 1,503.32

Profit before tax 7,570.59 11,595.03

Provision for taxation 1,510.10 2,329.85 (including deferred income tax, fringe benefit tax and security transaction tax)

Profit after taxation 6,060.49 9,265.18

Balance brought forward from previous year 75.10 0.51

6.135.59 9,265.69

Appropriations

Transfer to general reserve 1,600.00 7,200.00

Transfer to Debenture Redemption Reserve 2,500.00 -

Proposed dividend 1,712.74 1,712.74

Provision for tax on proposed dividend 291.08 277.85

Surplus carried to balance sheet 31.77 75.10

6.135.59 9,265.69

DIVIDEND

Your Directors recommended a dividend of Rs.3 per equity share of nominal value of Rs.2 each for the financial year ended March 31, 2013.

REVIEW OF OPERATIONS

The Company''s operation in 2012-13 comprised the two business segments of EPC and power generation. During the year, the Company has registered a turnover of Rs.55,147.17 lakhs and profit after tax of Rs.6,060.49 lakhs. The decline in turnover and net profit was mainly due to adverse market conditions. During the year the Company mainly focused on the completion of the ongoing projects and satisfactory closing of the contracts thereafter i.e. the emphasis was more on cash realisation rather than on revenue. The Company realised the highest ever retention money receivables during the year. In the two segments i.e. EPC and energy sale (power) within the power sector in which the Company operates, the EPC segment has passed through a difficult phase during the year under review. However, the Company has sustainably faced the challenges posed by fierce competition in the sector sustainably and has achieved remarkable success in the later part of the year and bagged many prestigious orders. The power sector assets, which were being accumulated for the past two years has started giving steady returns. Thereby stabilising the overall performance of the Company, on a consolidated basis. We are confident that in the year 2013-14, the Companyshall overcome the adverse situation and register satisfactory growth.

ENERGY SALE (POWER)

The Company is engaged in power-generation through wind turbine generators (WTGs) at various locations in Tamil Nadu and Karnataka with a total aggregate-rated generating capacity of 45 MW. The Company sold 102.75 million units of energy (power) during 2012-13, earning a revenue worth Rs.3,479.87 lakhs.

EPC BUSINESS

During the year 2012-13 the following projects were completed successfully:

1. Turnkey execution of RGGVY work for 780 villages in Madhepura and Saharsa Districts of Bihar in Xlth Plan for BSEB, Patna.

2. Turnkey execution of 400 KV sub-stations at Ashta, Pithampur and Chhegaon of Madhya Pradesh Power Transmission Co. Ltd.

3. Establishing of 2x315 MVA, 400/220/33 KVsub-station at Chittorgarh and 400/220 KV bays at existing 400 KV GSS Bhilwara of Rajasthan Rajya Vidyut Prasaran Nigam Ltd, Jaipur.

4. Turnkey execution of 220/132 KVend bay works underthe packages-LL1A and LL2A of the partnership agreement with MSETCL, an associate of KPTL, Ahmedabad.

5. Turnkey execution of 132 KV sub-stations at Nathnagar, Chakia, Siddequipur of UP Power Transmission Corporation Ltd, Lucknow.

6. Execution of on-shore works including ETC work for installing 73 nos. 765 KV reactors package of TBEA Shenyang Transformer Group Co Ltd at different locations in Northern India for Power Grid Corporation of India Ltd.

7. Supply, erection, testing and commissioning of fuel oil handling and storage system for I0CL, Paradip (Orissa) for BHEL.

8. Turnkey construction of 132/33 KV sub-station at Kurseong, Darjeeling for West Bengal State Electricity Transmission Co. Ltd.

9. Fuel oil handling system for 2x600 MW Shrisingaji Thermal Power Project through BHEL, New Delhi.

10. Supply, erection, testing and commissioning etc. of GT, ST, UAT, miscellaneous transformers, bus-ducts, HT/LT SWGR panel, miscellaneous panels, cabling among others for 2x363.3 MW CCPP at Palantana, Tripura for BHEL.

11. Supply of metering panel for 220 KVbay work at Bhilwara (RRVPNL) for Jindal Saw Ltd.

12. Plant electricals and instrumentation erection work for D M Plant package at OTPC Tripura of McNally Bharat Engineering Co. Ltd., Kolkata.

The following projects are ongoing and are in advance stages of completion and are expected to be completed as per schedule:

1. Turnkey execution of 400/132 KV switchyard for Kameng Hydroelectric Project (Package-VI), Arunachal Pradesh for NEEPCO Ltd, Shillong.

2. Construction of new 132 KV sub-station under Assam Power Sector Enhancement Investment Programme of Assam Electricity Grid Corporation Ltd. funded by ADB.

3. Fuel oil unloading and storage system, station piping package for Barh Super Thermal Power project (3x660 MW) for NTPC Ltd.

4. ETC of 765 KV switchyard for 6x660 MW Sasan Ultra Mega Power Plant at Singrauli of Reliance Infrastructure Ltd.

5. Engineering, procurement of materials, proto making, fabrication, erection, alignment, orientation, inspection, testing among etc. of 360 KA busbar system meeting Aluminium Pechiney''s specifications and norms for Mahan Smelter Project of Hindalco Industries Ltd in Madhya Pradesh in technical collaboration with CANMAC, Canada.

6. Turnkey contract for 765 KV Raigarh pooling station (Near Kotra ), extension of 765 KV (Near Kotra) and extension of 400 KV Raigarh (existing) sub-station associated with establishing pooling stations at Raigarh (Near Kotra) and Raipur for IPP Generation Projects in Chhattisgarh for PGCIL.

7. Turnkey contract for extension of 765 KV bays at 765/400 KV Gwalior sub-station, extension of 765 KV Bina sub-station, Extension of 765 KV Jabalpur pooling sub-station and extension of 765/400 KV Indore sub-station associated with Transmission System for Phase - I generation project in Orissa Part-C for PGCIL.

8. Turnkey Execution of 220/66/11 KV, 1x100 MVA Sub- Station at Mandhala in Solan district (H.P.) on a turnkey basis for Himachal Pradesh State Electricity Board Ltd, Shimla.

9. Turnkey execution of 765/400 KV extension bays at Indore sub-station and Pirana sub-station under transmission system of IPP Generation Projects in Madhya Pradesh and Gujarat for PGCIL.

10. Turnkey execution of 400 KV extension bays at Jabalpur (Pooling) sub-station under transmission system for MB Power (Madhya Pradesh) for PGCIL.

11. Supply, erection, testing and commissioning of fuel oil handling system package for Prayagraj Thermal Power Project (3x660 MW) at Tehsil-Bara district, Allahabad, Uttar Pradesh.

12. Supply, fabrication and erection of busbar system at Hindalco Industries Ltd., Hirakud for BEROA-UNISEVEN Refractory Services Pvt. Ltd., Kolkata.

13. Fuel oil handling system for 1x500 MW Unit at Bokaro-A TPS, Jharkhand for BHEL.

During the year, the Company was successful in bagging many prestigious orders, the major ones amongst them are:

1. Turnkey contract for procurement and construction of 132/33 KV sub-station at Dhanaha and Gangwara, construction of 132 KV bays-one each at Bettia, Sasaram, Mohania, Dinara, Lakhisarai and Sheikpura and construction of four 33 KV bays at remote end 33/11 KV PSS for downlinking of 132/33 KV GSS at Dhanaha and Gangwara ICB No 5/Package-G-BSEB/ADB/2010 from BSEB. (ADB funded)

2. Turnkey contract for supply and erection of 400/220kV GIS sub-station at Magarwada in Daman 6t Diu in association with M/S Xian XD Switchgear Electric Co. Ltd. China from M/S PGCIL. (ADB funded)

3. Turnkey contract for sub-station package P325 SS001 for construction of 765/400 KV Kurnool (New) sub-station under transmission system associated with Krishnapatnam UMPP from M/S PGCIL.

4. Turnkey contract for const ruction of 160 km 132 KV double circuit Mbarara- Nkenda Transmission and Associated sub-station UETCL/W0RKS/2011/00003 from Uganda Electricity Transmission Company Limited, Uganda in a joint venture with M/S Kalpataru Power Transmission Limited.

5. Turnkey contract for construction of 400 KV S/S at Julwania from M/S MP Power Tran. Co. Ltd.

6. Turnkey contract for establishment of 400 kV and 220 kV transformer bay at existing 400 KV GSS Akal (Jaisalmer).

7. Turnkey Contract for construction of 400/220/66 KV Switchyard at 2x660 MW Kudgi TPS in Bijapur district of Karnataka from NTPC.

8. Turnkey contract for supply, erection, testing, commissioning works of 400/220/132 KV sub-station at Jammalamadugu (Kondapuran) with two 400 KV bay extension at Narnoor (Kurnool) from M/S APTRANSCO.

9. Turnkey contract for supply, civil, erection, testing and commissioning of 400/220 KV S/Stn at Urvakonda in Ananthpur District of Andhra Pradesh from APTRANSCO.

10. Turnkey contract for construction of 400 KV switchyard at Vindhyachal Super Thermal Power Project, Stage-V (1x500MW) from NTPC.

SUBSIDIARY

Simran Wind Project Private Limited (Simran), a subsidiary of the Company has established a strong foothold in the green energy generation segment with a total power generating capacity of 162.35 MW from wind resources. During 2012-13, it has generated 369.15 million units. International Finance Corporation Washington, the lending arm of the World Bank, continues to hold a 3.38% stake in Simran. Of the existing capacity, 119.4 MW has been successfully registered with the Indian Renewable Energy Development Agency (IREDA) for GBI benefit and 132.90 MW has been registered under UN''s Clean Development Mechanism with capacity to generate 2,60,000 CERs annually.

Pursuant to general circular no. 2/2011 dated February 8, 2011, a general exemption has been granted by the Ministry of Corporate Affairs under Section 212 of the Companies Act, 1956, by which the Company is not required to annex to this Report, the Annual Reports of the subsidiary for the year ended 31st March 2013. Flowever, the same shall be made available to any member for inspection at the Registered Office of the Company and of its subsidiaries, during working hours. And the financial information as disclosed in this Annual Report is in compliance with the said circular.

FUTURE OUTLOOK

Over the past three years, the power sector has been significantly affected in terms of fuel availability, project clearances, and delayed payments from distribution companies due to their poor financial condition. To address some of these issues, the government has undertaken several initiatives such as the directive to Coal India to sign fuel supply agreements with power generation companies, compensatory tariffs for stressed power purchase agreements and restructuring of state electricity boards.

Power sector in India is at a crucial juncture today, with several large investments being undertaken by public and private sector players, and developments promising a significant transformation of the sector. The sector is witnessing a fundamental shift that is opening up new business opportunities for the industry. At the same time, the competition for the scarce resources is expected to intensify and support enablers in terms of logistics, TEtD, equipment supply will be stretched to the fullest. The emerging dynamics of the Indian power market would require industry players to realign their strategies and operating models to the changing sectoral trends. The focus would need to be both on project execution as well as efficient operations in line with the ''growth'' characteristics of the sector. Growth in power sector and GDP growth rate are intertwined, i.e., to say that for every one percent growth in Gross Domestic Product (GDP), the power generation needs to be increased by one per cent. And with the reserves of coal being limited, wind power is now being increasingly accepted as a major complementary energy source for securing a sustainable and clean energy future for India. This thought was further reflected in the Union Budget 2013-14 wherein the wind energy sector was one of the major gainers, with the announcement of the reintroduction of the Generation Based Incentive (GBI).

India''s 12th Five Year Plan recognised the importance of evolving a low carbon strategy for inclusive and sustainable growth. The Prime Minister mentioned that India proposes to double the renewable energy capacity in our country from 25,000 MW in 2012 to 55,000 MW by the year 2017 by exploiting non-conventional energy sources such as solar, wind power and energy from biomass. In 2012 India was the world''s fourth-largest market for new wind power projects. To attract private sector participation, the government has permitted the private sector to set up coal, gas or liquid-based thermal, hydel, wind or solar projects with foreign equity participation up to 100 percent under the automatic route.

The withdrawal of accelerated depreciation (AD) in 2012 for wind energy projects led to fall in capacity addition with a mere addition of 1,800 MW new capacity in 2012-13 as against 3,000 MW in 2011-12. But with the induction of Generation Based Incentive, India''s wind power capacity is poised to grow from 18,000 megawatts (MW) to 27,000 MW in the next two years, according to turbine makers and wind power producers. The clean development mechanism (CDM) of the Kyoto protocol also has a substantial impact on wind energy development in India. Flowever, the main challenges to the growth of the energy sector in India include land acquisition hurdles, growing financial woes of the distribution segment of the power sector, issues related to competitive bidding, lack of use of advanced technologies and delayed environmental clearances.

Techno is intended to tap the renewable energy sources in India by sowing the seeds for a sustainable future and contribute significantly to the growing energy demand of the country. The Company aims to develop strategies based on the operational and regulatory events in India and be at the forefront in transforming the way India produces energy from wind.

DIRECTORS

Mr. KM. Poddar, Director, retires by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for reappointment. A brief profile of Mr. Poddar is attached with the Corporate Governance report.

Your Directors have reappointed Mr. P. P. Gupta as Managing Director of the Company for a period of 3 (three) years commencing from July 01, 2013. The resolution seeking approval of the Members for the appointment of Mr. Gupta as Managing Director forms part of the Notice convening the 8th Annual General Meeting. A brief profile of Mr. Gupta is attached with the Corporate Governance report.

LISTING OF SHARES

The equity shares of the Company continue to be listed with Bombay Stock Exchange Ltd (BSE), and the National Stock Exchange of India Ltd (NSE).

AUDITORS

The Auditors, M/s. S. S. Kothari Et Co., Chartered Accountants, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received communication from them to the effect that their appointment, if made, would be within the limits prescribed underSection 224(1 B) of the Companies Act, 1956.

AUDITORS'' REPORT

The notes on the financial statements referred to by the auditors in their report are self-explanatory and, in the opinion of the Board, do not require any further clarification.

COST AUDITORS

The Board of Directors has reappointed Mr. Saibal Sekhar Kundu, Cost Accountant, of E7/7 Karunamoyee Housing Estate, Salt Lake City, Kolkata - 700 091 bearing Membership No. 9379, as the cost auditors of the Company under section 233B of the Companies Act, 1956 for 2013-14 and requisite approval is awaited from the Central Government.

The Cost Audit Report for the year ended March 31, 2013 will be forwarded to the Central Government within the statutory time limit in pursuance of the provisions of Companies Act, 1956.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in Annexure I forming part of this report.

PARTICULARS OF EMPLOYEES

The relation between the employees and the management continued to be cordial and stable at all levels. Your Directors wish to place on record their appreciation for the devoted services of all the Company''s executives and staff.

During the year, no employee was in receipt of remuneration of or in excess of the amount prescribed under Section 217 (2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE

As stipulated under Clause 49 of the Listing Agreement a report on Corporate Governance and a Certificate from M/s S.S.Kothari Et Co., Practicing Chartered Accountants, confirming compliance with the requirements of the Corporate Governance are attached to this report.

MANAGEMENT DISCUSSION AND ANALYSIS

A management discussion and analysis report is annexed and forms an integral part of the annual report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors confirm:

i) That in the preparation of the annual accounts, the applicable Accounting Standards were followed, along with proper explanation relating to material departures

ii) That the selected accounting policies are reasonable and prudent so as to give a true and fair view of the Company''s state of affairs and profit at the end of the financial year, and applied them consistently;

iii) That proper and sufficient care was taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the Company''s assets and for preventing and detecting fraud and other irregularities

iv) That the accounts for the period ended March 31, 2013 are on a ''going concern'' basis

ACKNOWLEDGEMENTS

Your Directors wish to express their gratitude to the shareholders, various customers and their consultants, different government departments and the Company''s bankers for their continued support to the Company. The Directors look forward to their support in future. For and on behalf of the Board of Directors Place : Kolkata, P. P. Gupta

Date: May 18, 2013 Chairman

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Mar 31, 2012

To,The members of Techno Electric & Engineering Company Limited

The Directors take pleasure in presenting the 7th annual report, along with the audited accounts of the Company, for the year ended March 31, 2012.

FINANCIAL RESULTS

Your Company's operations during the financial year ended March 31, 2012 which comprises the EPC business and power generation business resulting in:

(Rs in Lakhs)

Year ended Year ended March 31,2012 March 31,2011

Profit before interest and depreciation 15,545.80 15,930.63

Less : Interest 2,447.45 1,824.56

Depreciation 1,503.32 1,505.11

Profit before tax 11,595.03 12,600.96

Provision for taxation 2,329.85 2,511.92 (including deferred income tax, fringe benefit tax and security transaction tax)

Profit after taxation 9,265.18 10,089.04

Balance brought forward from previous year 0.51 1.52

9.265.69 10,090.56

Appropriations

Transfer to general reserve 7,200.00 8,763.00

Proposed dividend 1,712.74 1,141.82

Provision for tax on proposed dividend 277.85 185.23

Surplus carried to balance sheet 75.10 0.51

9.265.69 10,090.56

DIVIDEND

Your Directors recommended a dividend of Rs3 per equity share of nominal value of Rs2 each for the financial year ended March 31, 2012.

REVIEW OF OPERATIONS

The Company's operation in 2011-12 comprised EPC business and power generation. During the year, the Company achieved a turnover of Rs73,220.11 lakhs and profit after tax of Rs9,265.18 lakhs. The Company operates mainly in two segments - EPC and energy sale (power) within the power sector. The Company's performance was extremely satisfactory despite challenging market conditions and successful implementation of capex programme through its subsidiary. The Company having invested itself in building power sector assets during the last year and the year under review, the benefits of these investments will be visible significantly in the coming years.

ENERGY SALE (POWER)

The Company is engaged in power generation through wind turbine generators (WTGs) at various locations in Tamil Nadu and Karnataka with a total aggregate-rated generating capacity of 45 MW. The Company sold 83.09 million units of energy (power) during 2011-12, earning a revenue of Rs2,815.51 lakhs. The units sold in the year under review were less than the previous year, because the entire power couIc not be evacuated due to the problem with the grid.

EPC BUSINESS

During 2011-12, the following projects were completed successfully:

1. Supply, erection, testing and commissioning of power infrastructure work comprising sub-transmission lines, 33/11KV new sub-stations, augmentation of existing sub- stations, installing new and augmentation of existing distribution transformers of varying capacities, renovation and modernization work in Bhokar and Nanded Divisions under Nanded Circle of Latur Zone for Maharashtra State Electricity Distribution Co. Ltd.

2. 400KV/220KV/132KV, 24 bay sub-station at Kabulpur for Jhajjar KT Transco Pvt Ltd, Haryana, an SPV under PPP model between Kalpataru Power Transmission Ltd and Techno Electric & Engineering Co. Ltd.

3. 400KV/220KV/132KV, 24 bay sub-station at Dipalpur for Jhajjar KT Transco Pvt Ltd, Haryana, an SPV under PPP model between Kalpataru Power Transmission Ltd and Techno Electric & Engineering Co. Ltd.

4. Fuel Oil Unloading & Storage System for NTECL's Vallur Thermal Power Project ( 3 x 500 MW ) of NTPC Tamilnadu Energy Ltd.

5. Cabling, earthing, lightning protection, illumination, plant communication system, DC power supply system and stand-by power supply system for 1st unit of 250 MW Harduagunj Power Plant extension (2x250 MW) for UP Rajya Vidyut Utpadan Nigam Ltd, Lucknow through NTPC Consultancy Ltd.

6. Construction of Kalna 132/33 KV sub-station along with 2 132 KV line bays at Satgachia 220/132/33 KV sub-station in the district of Bardhaman on a turnkey basis under Package-3 of WBSETCL

7. Ash water recirculation system package for Simhadri Super Thermal Power project (2x500 MW) of NTPC Ltd.

8. Construction of Dalkhola 220/132/33 KV sub-station in the district of Dinajpur (N) on a turnkey basis under Package-5 of WBSETCL.

9. Electrical installation works comprising erection of various electrical equipment, cable laying and termination, grounding work, among others for New Parli Unit No. 2 (250MW) of MSPGCL.

10. Electrical installation works comprising erection of various electrical equipment, cable laying and termination, grounding works, among others for Paras TPS Expn. Project Unit No. 2 ( 250MW ) of MSPGCL.

11. DC Busbar (Positive & Negative) fabrication and erection at Hindalco, Mahan for Areva T&D -Bargawan.

The following projects are on-going and are in advance stage of completion and are expected to be completed as per schedule:

1. Turnkey execution of RGGVY work for 780 villages in Madhepura and Saharsa Districts of Bihar in XIth Plan for BSEB, Patna.

2. Turnkey execution of 400 KV sub-stations at Ashta, Pithampur and Chhegaon of Madhya Pradesh Power Transmission Co Ltd.

3. Turnkey execution of 400/132 KV switchyard for Kameng Hydroelectric Project (Package-VI), Arunachal Pradesh for NEEPCO Ltd, Shillong.

4. Construction of a new 132 KV sub-station under Assam Power Sector Enhancement Investment Programme of Assam Electricity Grid Corporation Ltd. funded by ADB.

5. Establish a 2x315 MVA, 400/220/33 KV sub-station at Chittorgarh and 400/220 KV bays at existing 400 KV GSS Bhilwara of Rajasthan Rajya Vidyut Prasaran Nigam Ltd, Jaipur.

6. Turnkey execution of 220/132 KV end bay works under Package-LL1A and LL2A of Partnership Agreement with MSETCL as associate of KPTL, Ahmedabad.

7. Turnkey execution of 132 KV sub-stations at Nathnagar, Chakia, Siddequipur of UP Power Transmission Corporation Ltd, Lucknow.

8. Fuel oil unloading and storage system, station piping package for Barh Super Thermal Power project (3x660 MW) for NTPC Ltd.

9. Execution of on-site works including ETC work for installing 73 Nos. 765 KV reactors package of TBEA Shenyang Transformer Group Co Ltd at different locations in Northern India for Power Grid Corporation of India Ltd.

10. Supply, erection, testing and commissioning of fuel oil handling and storage system for IOCL, Paradeep (Orissa) for BHEL.

11. Turnkey construction of 132/33 KV sub-station at Kurseong, Darjeeling for West Bengal State Electricity Transmission Co. Ltd.

12. ETC of 765 KV switchyard for 6x660 MW Sasan Ultra Mega Power Plant at Singrauli of Reliance Infrastructure Ltd.

13. Fuel oil handling system for 2x600 MW Shrisingaji Thermal Power Project through BHEL, New Delhi.

14. Engineering, procurement of materials, proto making, fabrication, erection, alignment, orientation, inspection, testing, etc of 360KA busbar system meeting Aluminum Pachiney's specifications and norms for Mahan Smelter Project of Hindalco Industries Ltd in Madhya Pradesh in technical collaboration with CANMAC, Canada.

During the year, the Company was exceptionally successful in bagging many prestigious orders, the major amongst them are:

1. Turnkey contract for 765 KV Raigarh pooling station (Near Kotra), Extension of 765 KV (Near Kotra) and extension of 400 KV Raigarh (existing) sub-station associated with establishing pooling stations at Raigarh (Near Kotra) and Raipur for IPP generation projects in Chhattisgarh for PGCIL.

2. Turnkey contract for extension of 765 KV bays at 765/400 KV Gwalior Sub-Station, Extension of 765 KV Bina Sub- Station, Extension of 765 KV Jabalpur pooling Sub-Station & Extension of 765/400 KV Indore Sub-Station associated with Transmission System for Phase - I generation project in Orissa Part-C for PGCIL.

3. Turnkey Execution of 220/66/1 1 KV, 1x100 MVA Sub- Station at mandhala in Dist. Solan (H.P.) on Turn Key Basis for Himachal Pradesh State Electricity Board Ltd, Simla.

4. Turnkey execution of 765/400 KV Extension Bays at Indore Sub-Station and Pirana Sub-Station under Transmission system of IPP Generation Projects in MP & Gujarat for PGCIL.

5. Turnkey execution of 400KV Extension Bays at Jabalpur ( Pooling ) Sub-station under Transmission System for MB Power (M.P.) for PGCIL.

6. Supply, Erection, Testing and commissioning of Fuel Oil Handling System Package for Prayagraj Thermal Power Project ( 3x660 MW ) at Tehsil-Bara Dist. Allahabad, Uttar Pradesh.

7. Supply, Fabrication and Erection of Busbar System at Hindalco Industries Ltd., Hirakud for BEROA-UNISEVEN Refactory Services Pvt. Ltd., Kolkata.

8. Supply Erection, Testing & Commissioning etc. of GT, ST, UAT, Misc Transformer, Bus-duct, HT/LT SWGR panel, misc. panel, cabling etc. for 2x363.3 MW CCPP at Palantana, Tripura for BHEL.

9. Fuel Oil Handling System for 1 x 500 MW Unit at Bokaro- A TPS, Jharkhand for BHEL.

10. Supply of Metering panel for 220 KV bay work at Bhilwara (RRVPNL ) for Jindal Saw Ltd.

11. Plant Electricals & Instrumentation Erection Work for D M Plant package at OTPC Tripura of Mc Nally Bharat Engineering Co. Ltd., Kolkata.

SUBSIDIARIES

Simran Wind Project Private Limited (Simran), a subsidiary of the Company is solely engaged in wind power generation. During the year, Simran has successfully commissioned 111.9 MW of wind power generation capacity in the state of Tamil Nadu with a total capital outlay of Rs6,546 million. The project has been financed by International Finance Corporation (IFC), the lending arm of the World Bank, Standard Chartered Bank and DBS. IFC also acquired a stake of 3.38% in Simran. Simran has entered into a power purchase agreement for the newly developed 111.9 MW capacity with TANGEDCO under Renewable Energy Scheme and also this capacity is eligible for generation-based incentive which has been successfully registered with IREDA. Simran boasts the title of being the first project developer in the country to have won accreditation for more than 100 MW for its wind generation project under the REC Scheme. Simran's now total wind power generation capacity stands to 162.35 MW. Simran has generated 208.19 million units during 2011-12.

In terms of the general circular no. 2/2011 dated February 8, 2011 issued by Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary company are not being attaché with the Balance Sheet of the Company. However, the financial information of the subsidiary company as disclosed in the Annual Report is in compliance with the said circular. The annual accounts of the subsidiary company and the related detailed information shall be made available to the interested shareholders of the Company and the subsidiary company at any point of time. The annual accounts of the subsidiary company shall also be kept for inspection at the registered office of the Company and that of the subsidiary. The consolidated financial statement presented by the Company include the financial results of its subsidiary company.

FUTURE OUTLOOK

Even with the GDP falling to 6.5%, India remains one of the world's fastest-growing economies. However, the country's energy sector has been unable to accelerate with increasing demands, and there is an urgent need to bolster its installed energy capacity. India accounts for 4% of global power generation, and has the fifth-largest generation capacity in the world. The demand for electricity in India is expected to grow by around 6.5-7.5% over the medium term. CRISIL Research estimates capacity additions of around 86 GW between 2011-12 and 2015-16, led by the private sector almost double the 42 GW added between 2006-07 and 2010-

11. Nearly 100 GW of fresh capacity addition is targeted in the 12th and 13th Five-Year Plans.

The Union Budget 2012-13 was positive for the power sector. The exemption of 5% customs duty on thermal coal, natural gas and liquefied natural gas (LNG) will provide some relief. Extension of the sunset clause by one year to avail the 10- year tax holiday for the new power projects, and additional depreciation of 20% in the first year for power generation projects augurs favorably. The proposal to allow external commercial borrowings to part-finance the rupee debt of existing power projects and reduction of withholding tax (from 20% to 5%) on interest payments on ECBs is expected to reduce borrowing costs.

India is one of the world's emerging players in the wind energy segment. The Center for Wind Energy Technology has estimated Indian wind energy potential at 49,000 MW. The Indian power market is evolving rapidly from a "nascent" market phase to a "developing" phase. The next financial year presents a promising future for the growth of renewable energy technologies in general. This perception is borne out of predictions regarding various policy and regulatory incentives that are likely to influence the sector's growth. The emerging dynamics of the Indian power market shall require that the industry players realign their strategies and operating models to the changing sect oral trends. Additionally, the REC scheme, which is at present a blossoming market, can be expected to provide an alternate and progressively attractive market for selling energy for newer wind farms in the near future.

Renewable energy emphasizes the twin perspectives of energy security and environmental sustainability. It's the route to placate the increased demand and constrained supply of energy while minimizing environmental damage. Techno is well poised to capitalize on this growth in the power sector. The Company proposes to build upon its experience and proven expertise in bidding for larger projects and consolidate its presence across a lower number of high value projects.

DIRECTORS

Mr. V. D. Mohile, Director, retires by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for reappointment. A brief profile of Mr. Mohile is attached with the Corporate Governance Report.

LISTING OF SHARES

The equity shares of the Company continue to be listed with Bombay Stock Exchange Ltd (BSE), and the National Stock Exchange of India Ltd (NSE). The listing application with Calcutta Stock Exchange Ltd. is under process as on the date of this report.

AUDITORS

The Auditors, M/s. S. S. Kothari & Co., Chartered Accountants, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received communication from them to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

AUDITORS' REPORT

The notes on the financial statements referred to by the auditors in their report are self-explanatory and, in the opinion of the Board, do not require any further clarification.

COST AUDITORS

The Board of Directors has reappointed Mr. Saibal Sekhar Kundu, Cost Accountant, of E7/7 Karunamoyee Housing Estate, Salt Lake City, Kolkata - 700 091 bearing Membership No. 9379 , as the cost auditors of the Company under Section 233B of the Companies Act, 1956 for 2012-13 and requisite approval is awaited from the Central Government.

The Cost Audit Report for the year ended March 31, 2012 will be forwarded to the Central Government within the statutory time limit in pursuance of the provisions of Companies Act, 1956.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in Annexure I forming part of this report.

PARTICULARS OF EMPLOYEES

The relation between the employees and the management continued to be cordial and stable at all levels. Your Directors wish to place on record their appreciation for the devoted services of all the Company's executives and staff.

During the year, no employee was in receipt of remuneration of or in excess of the amount prescribed under Section 217 (2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE

A separate report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

MANAGEMENT DISCUSSION AND ANALYSIS

A management discussion and analysis report is annexed and forms an integral part of the annual report.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors confirm:

i) That in the preparation of the annual accounts, the applicable Accounting Standards were followed, along with proper explanation relating to material departures

ii) That the selected accounting policies are reasonable and prudent so as to give a true and fair view of the Company's state of affairs and profit at the end of the financial year, and applied them consistently;

iii) That proper and sufficient care was taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the Company's assets and for preventing and detecting fraud and other irregularities

iv) That the accounts for the period ended March 31, 2012 are on a going-concern basis

ACKNOWLEDGEMENTS

Your Directors wish to express their gratitude to the shareholders, various customers and their consultants, different government departments and the Company's bankers for their continued support to the Company. The Directors look forward to their support in future.

For and on behalf of the Board of Directors

K. M. Poddar P. P. Gupta

Director Managing Director

Place: Kolkata,

Dated: June 30, 2012

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Mar 31, 2011

The members of Techno Electric & Engineering Company Limited

The Directors take pleasure in presenting the 6th annual report, along with the audited accounts of the Company, for the year ended March 31, 2011.

Financial results

Your Company's operations during the financial year ended March 31, 2011 which comprises the EPC business and energy sale (power) business resulting in:

(Rs. in Lakhs) Year ended Year ended March 31,2011 March 31,2011 Profit before interest and depreciation 15,930.63 16,435.22

Less : Interest 1,824.56 1,282.72

Depreciation 1,505.11 1,467.15

Profit before tax 12,600.96 13,685.35

Provision for taxation 2,511.92 2,303.99 (including deferred income tax, fringe benefit tax and security transaction tax)

Profit after taxation 10,089.04 11,381.36

Acquired on Amalgamation - 1.24

Balance brought forward from previous year 1.52 (346.62)

10,090.56 11,035.98

Appropriations

Transfer to general reserve 8,763.00 7,883.00

Transfer to Debenture Redem ption Reserve - 1,820.00

Proposed dividend 1,141.82 1,141.82

Provision for tax on propo sed dividend 185.23 189.64

Surplus carried to balance sheet 0.51 1.52

10,090.56 11,035.98

Dividend

Your Directors recommended a dividend of Rs. 2 per equity share of a nominal value of Rs. 2 each.

Review of operations

The Company operations in 2010-11 comprised EPC business and generation and sale of energy. During the year, the Company achieved a turnover of Rs. 68,110.81 Lakhs and profit after tax of Rs. 10,089.04 Lakhs. The Company operates

mainly in two segments i.e. EPC and energy sale (power) within the power sector.

Energy sale (power)

The Company is engaged in power generation through wind turbine generators (WTGs) at various locations in Tamil Nadu and Karnataka with a total aggregate-rated generating capacity of 45 MW. The Company sold 95.28 million units of energy (power) during 2010-11, earning a revenue of Rs. 3,228.72 Lakhs.

EPC Business

During the year 2010-11 the following projects were completed successfully:

1. Turnkey execution of 220 KV Switchyard (Extension) package for Harduagunj Thermal Power Plant (2x250MW) of UP Rajya Vidyut Utpadan Nigam Ltd, Lucknow under Technical Consultancy of NTPC Limited.

2. Turnkey execution of R&M Package for 220/132/33 KV Grid Sub-Station at Biharsheriff and 132/33 KV Grid Sub-Station at Baripahari for BSEB, Patna.

3. Extension Bays work for Sub-Station Package-C for Sub-Transmission system associated with BSTS, Phase-II, Part-II of BSEB from Power Grid Corporation of India Ltd, Patna.

4. 220/132/33 KV Koderma Sub-Station including D/C LILO of 132 KV Barhi-Koderma Line for DVC.

5. Supply, fabrication, erection and installation of Aluminium Busbar to supply 390 KA Power Distribution system for Aluminium Smelter Expansion Projects (Phase-II), Jharsuguda, Orissa for Vedanta Aluminium Ltd.

6. Ash Water Re-circulation and Treatment System package for Farakka STPP, Stage-III (1x500 MW) and Korba STPP, Phase-II (1x500 MW) of NTPC Ltd.

7. Fuel Oil Handling System for 2 x 500 MW Units at Durgapur TPS of DVC, West Bengal for BHEL, New Delhi.

8. Fuel Oil Handling System for 2 x 500 MW Units at Koderma TPS, Jharkhand of DVC, West Bengal for BHEL, New Delhi.

9. Miscellaneous Tank package for 2 x 500 MW Units at Durgapur TPS of DVC, West Bengal for BHEL, New Delhi.

10. Miscellaneous Tank package for 2x500 MW Units at Koderma TPS, Jharkhand of DVC, West Bengal for BHEL, New Delhi.

The following projects are on-going and are in an advanced stage of completion and are expected to be completed as per schedule:

1. Cabling, earthing, lightning protection, illumination, plant communication system, DC power supply system and stand-by power supply system for Harduagunj Power Plant extension (2x250 MW) for UP Rajya Vidyut Utpadan Nigam Ltd, Lucknow through NTPC Consultancy Ltd.

2. Turnkey supply of Station Piping Package including Fuel Oil System for Vallur Thermal Power Project (3x500 MW) of NTPC-Tamil Nadu Energy Company Ltd.

3. Station Piping package for Bongaigaon Thermal Power Plant (3x250 MW) for NTPC Ltd, New Delhi.

4. Ash Water Re-circulation package for Simhadri Thermal Power Project for NTPC Ltd, New Delhi.

5. Turnkey execution of 400/132 KV Switchyard for Kameng Hydroelectric Project (Package-VI), Arunachal Pradesh for NEEPCO Ltd, Shillong.

6. Turnkey execution of 220/132 KV End Bay works under Package-LL1A and LL2A of Partnership Agreement with MSETCL as associate of KPTL, Ahmedabad.

7. Turnkey execution of 132/33 KV Sub-Station along with 2 Nos. 132 KV Line Bays at 220/132/33 KV Satgachia Sub-Station (Extension) in Bardhaman District of West Bengal for WBSEB.

8. Turnkey construction of 132/33 KV Sub-Station at Kurseong, Darjeeling for West Bengal State Electricity Transmission Co Ltd.

9. Supply, erection, testing and commissioning of power infrastructure work comprising Sub-Transmission lines, 33/11KV new Sub-Stations, Augmentation of existing Sub-Stations, installing new and augmentation of existing Distribution Transformers of varying capacities, renovation and modernization work in Bhokar and Nanded Divisions under Nanded Circle of Latur Zone for Maharashtra State Electricity Distribution co Ltd.

10. Turnkey execution of RGGVY work in Madhepura and Saharsa Districts of Bihar in XIth Plan for BSEB, Patna.

During the year the Company was exceptionally successfu in bagging many prestigious orders aggregating more than Rs. 1,000 Cores, the major amongst them are:

1. Supply of 2 x 24 Bays, 400/220 KV, 1500 MVA Sub- Stations on turnkey basis for Jhajjar Power Transmission System at Rohtak and Sonepat

2. Establishing of 2x315 MVA, 400/220/33 KV Sub-

Station at Chittorgarh and 400/220 KV Bays at existing 400 KV GSS Bhilwara of Rajasthan Rajya Vidyut Prasaran Nigam Ltd, Jaipur.

3. Construction of new 132 KV Sub-Stations under Assam Power Sector Enhancement Investment Programme of Assam Electricity Grid Corporation Ltd.

4. Turnkey execution of 400 KV Sub-Stations at Ashta, Pithampur and Chhegaon of Madhya Pradesh Power Transmission Co Ltd.

5. Turnkey execution of 132 KV Sub-Stations at Nathnagar, Chakia, Siddequipur of UP Power Transmission Corporation Ltd, Lucknow.

6. Execution of field works including ETC work for installation of 73 Nos. 765 KV Reactors Package of TBEA Shenyang Transformer Group Co. Ltd at different locations in Northern India for Power Grid Corporation of India Ltd.

7. ETC of 765 KV Switchyard for 6x660 MW Sasan Ultra Mega Power Plant at Singrauli of Reliance

Infrastructure Ltd.

8. 1 x 45 MW Captive Power Plant at Rourkela (Orissa) for Adhunik Metaliks Ltd - Supply of BOP Package of Thyssenkrupp Industries India Pvt Ltd.

9. Turnkey execution of Fuel Oil Handling and Storage system for 1x231 MW IOCL Paradip Refinery through BHEL, New Delhi.

10. Supply, erection and commissioning of Fuel Oil Handling system for 2x600 MW Shrisingaji Thermal Power Project through BHEL, New Delhi.

11. Engineering, procurement of materials, proto making, fabrication, erection, alignment, orientation, inspection, testing etc. of the 360 KA Busbar system meeting Aluminium Pachiney's specifications and norms for Mahan Smelter Project of Hindalco Industries Ltd in Madhya Pradesh.

Transmission business

The work for developing 400 KV, 1,500 MVA and 100 km transmission link, in Jhajjar district of Haryana in the PPP model is progressing satisfactorily and your Company expects to commission the same on schedule.

Subsidiaries

Simran Wind Project Private Limited (Simran), a wholly- owned subsidiary of the Company is solely engaged in wind power generation. During the year, your Company has moved further in its vision to become a major power producer from renewable energy sources and commissioned another 15 MW wind mills in the state of

Tamil Nadu. With this the total generation capacity in Simran has become 65.45 MW.

In terms of the general circular no. 2/2011 dated February 8, 2011 issued by Ministry of Corporate Affairs, Govt. of India, the Balance Sheet, Profit & Loss Account and other documents of the subsidiary company are not attached. The annual accounts of the subsidiary company and the related detailed information shall be made available to the interested shareholders of the Company and the subsidiary company at any point of time. The annual accounts of the subsidiary company shall also be kept for inspection at the registered office of the Company. The consolidated financial statements prepared in compliance with AS-21 and the relevant information of the subsidiary as per the aforesaid circular form part of this annual report.

Future outlook

Currently, India is one of the world's fastest-growing economies, growing annually at around 7 percent over the past five years. However, the country's energy sector has not kept pace with increasing demands, and there is an urgent need to increase its installed energy capacity.

India is ranked fifth globally in terms of its installed wind energy capacity, and is one of the world's emerging players. According to Indian Wind Energy Association estimates, there is an upside to utilising wind energy for generating electricity to the tune of 65,000 MW.

The Indian wind energy market will remain an attractive prospect for independent power producers, owing to the country's resilient economy and the pro-wind policies adopted by central and state governments. Some of them are tax and duty exemptions on wind turbines and other components. Also, the start of the Generation-based ncentives (GBI) and Renewable Energy Certificate scheme will promote investments by large independent power producers.

Directors

Mr. K. Vasudevan, Director, retires by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment. A brief profile of Mr. Vasudevan is attached with the Corporate Governance report.

Listing of shares

The equity shares of the Company were listed on November 10, 2010 with the Bombay Stock Exchange Ltd and the National Stock Exchange of India Ltd. The listing application with the Calcutta Stock Exchange Ltd is under process as on the date of this report.

Auditors

The Auditors, M/s. S. S. Kothari & Co., Chartered Accountants, hold office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Auditors' Report

The comments by the Auditors in their report are self- explanatory and, in the opinion of the Board, do not require any further clarification.

Corporate Governance

A separate report on Corporate Governance is annexed to this report.

Management discussion and analysis

A management discussion and analysis report is annexed and forms an integral part of the annual report.

Directors' responsibility statement

Your Directors confirm:

i) That in the preparation of the annual accounts, the applicable Accounting Standards were followed, along with proper explanation relating to materia departures

ii) That the selected accounting policies are reasonable and prudent so as to give a true and fair view of the Company's state of affairs and profit at the end of the financial year, and applied them consistently;

iii) That proper and sufficient care was taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the Company's assets and for preventing and detecting fraud and other irregularities

iv) That the accounts for the period ended March 31, 2011 are on a going-concern basis

The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988

A. Conservation of energy

As the Company's activities do not involve, by and large, any significant level of energy consumption, no comments are necessary in respect of energy conservation and reduction of energy consumption. In any event, continuous efforts are made to conserve energy to the extent possible.

B.Technology absorption

As required under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, particulars relating to technology absorption as per Form B is annexed (Annexure - A).

C. Foreign exchange earning and outgo

Foreign exchange earning - Rs. 5,419.78 Lakhs

Foreign exchange outgo - Rs. 361.18 Lakhs

Employees

The relation between the employees and the management continued to be cordial and stable at all levels. Your Directors wish to place on record their appreciation for the devoted services of all the Company's executives and staff.

During the year, no employee was in receipt of remuneration of or in excess of the amount prescribed under Section 217 (2A) of the Companies Act, 1956.

Acknowledgements

Your Directors wish to express their thanks to the shareholders, various customers and their consultants, different government departments and the Company's bankers for their continued support to the Company.

For and on behalf of Board of Directors K. M. Poddar P. P. Gupta Director Managing Director

Place: Kolkata, Dated: July 16, 2011

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Mar 31, 2010

THE MEMBERS OF TECHNO ELECTRIC & ENGINEERING COMPANY LIMITED (FORMERLY SUPER WIND PROJECT LIMITED)

Your Directors take pleasure in presenting the 5th annual report, along with the audited accounts of the Company, for the year ended March 31, 2010.

As members are aware, the investment by the erstwhile Techno Electric & Engineering Company Limited (Techno Electric) during 2009-10, presented your Company an opportunity to actively pursue various synergies between Techno electric and your Company. A team comprising senior management personnel of Techno electric and your Company was constituted to advise on how best to exploit synergy benefits. Following a detailed study, the team advised that Techno electric be merged with your Company, in an effort to consolidate the businesses of your Company and Techno electric, creating a more competitive business, both in scale and scope of operations. Such a consolidation was aimed at optimising cost, revenue and capital synergies, leading to an overall enhancement in shareholder value. Accordingly, pursuant to a scheme of amalgamation approved by the Companys members and creditors, inter alia, and sanctioned by the Honourable High Court of Kolkata, vide the Honourable Courts order dated May 6, 2010, Techno electric was merged with your Company. The appointed date for the merger was April 1, 2009. On July 14, 2010, the Companys name changed to Techno Electric & Engineering Company Limited, as envisaged in the scheme of amalgamation.

In view of the merger, appointed date being April 1, 2009, and with a view to present the shareholders a transparent financial statement of the Companys business post-integration, the Board of Directors decided that the Company should present one single financial statement to the members commencing April 1, 2009 (the appointed date under the scheme) and ending on March 31, 2010.

Financial results

Your Companys operations during the financial year ended March 31, 2010 comprised the EPC business of Techno electric and energy sale (power) business of your Company resulting in:

Year ended Year ended March 31, 2010 March 31, 2009 (Rs. in lacs) (Rs. in lacs)

Profit before interest and depreciation 16,435.22 240.79

Less:Interest 1,282.72 0.50

Depreciation 1,467.15 587.36

Profit before tax 13,685.35 (347.07)

Provision for taxation 2,303.99 - (including deferred income tax, fringe benefit tax and security transaction tax)

Profit after taxation 11,381.36 (347.07)

Balance brought forward from previous year (346.62) 0.45

11,034.74 (346.62) Appropriations

Transfer to general reserve 7,883.00 -

Transfer to Debenture Redemption Reserve 1,820.00 -

Proposed dividend 1,141.82 -

Provision for tax on proposed dividend 189.64 -

Surplus carried to balance sheet 0.28 (346.62)

11,034.74 (346.62)

Dividend

Your Directors recommended a dividend of Rs.2.00 per equity share of a nominal value of Rs. 2 each.

Review of operations

The operations of the Company in 2009-10 comprised scheduled operations of the Company and operations of Techno Electric. During the year, the Company achieved a turnover of Rs. 66,803.90 lacs and profit after tax of Rs. 11,381.36 lacs. The Company operates mainly in two segments i.e. energy sale (power) and EPC within the power sector.

Energy sale (power)

The Company engaged in power-generation through wind turbine generators (WTGs), and has 30 WTGs with a total aggregate-rated generating capacity of 45 MW installed at various locations in Tamil Nadu and Karnataka. The Company sold 106.93 million units of energy (power) during 2009-10, earning a revenue of Rs. 3,620.35 lacs.

EPC business

During 2009-10, the following projects were completed successfully:

1) Turnkey execution of 400 KV GSS at Hindaun, (extension) sub-station of Rajasthan Rajya Vidut Prasaran Nigam Ltd

2) Turnkey execution of 400 KV GSS at Barmer, (extension) sub-station of Rajasthan Rajya Vidut Prasaran Nigam Ltd

3) Power distribution package in establishment of a coach factory of East-Central Railway at Harnaut, Bihar

4) Electrical installation work for New Parli TPS, unit-2 (250 MW), and for Paras TPS, unit-2 of MSPGCL

5) Cabling, earthing and lightening protection system, including ETC of electrical main plant equipments for 1x250 MW, unit-III at the Budge Budge generating station of CESC for BHEL

6) Establishment of a 1x40 MW waste heat recovery-based power plant for Bengal Energy Limited

7) Turnkey execution of 220 KV power-receiving station and construction of power distribution infrastructure at Paradip Refinery, IOCL, New Delhi

8) Turnkey execution of 220/66 KV sub-station at Nalagarh, Solan district (H.P) for Himachal Pradesh State Electricity Board

The following projects are ongoing and are expected to be completed as per schedule:

1) Establishment of 1x40 MW waste heat recovery-based power plant for Bengal Energy Limited

2) Ash-water recirculation and treatment system package for Farakka STPP, stage-III (1x500 MW) and Korba STPP, stage-II (1x500 MW) of NTPC Limited

3) EPC construction of 132/33 KV sub-station at Kurseong, of West Bengal State Electricity Transmission Co. Ltd

4) Sub-station package (package-C) for sub-transmission system associated with BSTS, phase-II, part-II of BSEB from PGCIL

5) Turnkey execution of R&M package for 220/132/33 KV grid sub-stations at Biharsheriff and 132/33 KV grid sub-station at Baripahari for BSEB, Patna

6) Turnkey execution of 220 KV switchyard (extension) package for Harduagunj Thermal Power Plant (2x250 MW) of UP Rajya Vidyut Utpadan Nigam Ltd, Lucknow.

7) Supply, installation and associated civil works for creation of rural electricity infrastructure and household electrification in Madhepura and Saharsa districts of Bihar under the Rajiv Gandhi Grameen Vidyutikaran Yojana (RGGVY-in XIth Plan) for BSEB, Patna

8) Supply, erection, testing and commissioning of sub- transmission lines, distribution lines, power transformers, new sub-stations, augmentation of existing sub-stations, distribution transformers of varying capacities, renovation and modernisation works in Bhokar and Nanded divisions under Nanded Circle of Latur Zone for Maharashtra State Electricity Distribution Co. Ltd

9) Cabling, earthing, lightening protection, illumination, plant communication system, DC power-supply system, stand-by power-supply system for Harduagunj Power Plant extension (2x250 MW) of UP Rajya Vidyut Utpadan Nigam Ltd, Lucknow

10) Supply of station piping, fuel oil unloading and storage package for NTECLs Vallur Thermal Power Project (3x500 MW) of NTPC Tamil Nadu Energy Company Ltd

11) Station piping package for Bongaigaon Thermal Power Project (3x250 MW) for NTPC Ltd

12) Ash-water recirculation system for Simhadri Super Thermal Power Project, stage-II (2x500 MW) for NTPC Ltd

13) Supply, fabrication, erection, and installation of aluminium bus bars for Aluminium Smelter Expansion Project (phase- II) at Jharsuguda, Orissa for Vedanta Alumina Ltd

14) Fuel oil system for 2x500 MW units at Durgapur Steel TPS, West Bengal for BHEL

15) Miscellaneous tank package for 2x500 MW units at Durgapur Steel TPS, West Bengal for BHEL

16) Fuel oil system for 2x500 MW units at Koderma TPS, Jharkhand for BHEL.

17) Miscellaneous tank package for 2x500 MW units at Koderma TPS, Jharkhand for BHEL

18) 220/132/33 KV sub-station including D/C LILO of 132 KV Barhi-Koderma Line at Koderma for DVC

During the year, Techno Electric bagged the following major orders:

1) Design, supply, erection, testing and commissioning including associated civil works and structural works for 400 KV & 132 KV switchyard of Kemeng H. E. Project (package VI), Arunachal Pradesh on EPC basis

2) Supply of equipment and materials, construction, erection, testing and commissioning etc. of equipment and plants and civil work of end bays under LL1A package for various work orders of MSETCL

3) Supply of equipment and materials, construction, erection, testing and commissioning etc. of equipment and plants and civil work of end bays under LL2A package for various work orders of MSETCL

4) Supply, erection and construction contract for Kalna 132/33 KV substation along with 2 nos. 132 KV line bays at Satgachia 220/132/33 KV substation (extension) on turnkey basis in Bardhaman District, West Bengal Techno Electric participated in many prestigious tenders in public and private sectors; some of them in which it is competitively placed are likely to be finalised shortly in the Companys favour.

Subsidiaries

During the year, your Company further invested in the development of 50.45 MW capacity of wind power generation in Tamil Nadu and Karnataka, through a wholly-owned subsidiary named Simran Wind Project Private Limited. With this development, the Company developed and invested in 95.45 MW of wind power generating capacity in India.

Diversification

Consequent to the transfer of undertaking and business of erstwhile Techno Electric, pursuant to the scheme of amalgamation and integration of the said business with the Company, your Company entered into the EPC business in the power sector. The EPC core business of Techno Electric mainly focused on power sector which was integrated into the Companys business. Further, establishment of a 60-MW biomass-based power generating unit taken up by Techno Electric is in progress at 5 Indian locations currently, and is expected to be completed and operational in the next 2 years.

Transmission business

Pursuant to the merger, your Company was successful in bagging the order for the development of a 400 KV, 1500 MVA and 100 km transmission link, a first in India, in the PPP model from Haryana Vidyut Prasaran Nigam Limited (HVPNL) on a design, build, finance, operate and transfer (DBFOT) basis with VGF funding in consortium with M/s Kalpataru Power

Transmission Limited. The concession period is for 25 years, extendable by another 5 years and is being implemented through a special purpose vehicle (SPV), namely Jhajjar KT Transco Private Limited.

Future outlook

The integration of the entire business of erstwhile Techno Electric and the Company, following the scheme of amalgamation resulted in a consolidated entity having:

(i) Green power generation – 95.45 MW capacity in operation and 60 MW under implementation

(ii) Transmission business by developing a 400-KV transmission link on a 25-year concession business in the PPP model, catering to the power requirement of Rohtak and Sonepat in Haryana

(iii) EPC business in the power sector, catering to all three segments i.e. generation (thermal/hydro), transmission and distribution

(iv) Power distribution and off-site work projects on turnkey basis in refineries, metallurgical sector – particularly aluminium smelter, petrochemical sector etc., in addition to establishing power plants of up to 100 MW capacity on EPC basis on waste heat recovery and coal/gas-fired power plants

Among all renewable energy sources, wind energy, in which your Company operates is making a significant contribution to the grid-power installed capacity of India, and is emerging as a competitive option. Indias wind power potential was assessed at 45,000 MW. Further, preliminary surveys do not, at this juncture, suggest a sizeable grid-interactive, off-shore wind- power potential. Tamil Nadu, where the majority of your Companys wind turbine generators operates, is maintaining its lead in wind installations, accounting for over 50% of total capacity in India. Wind turbines of 1, 1.25, 1.5 and 1.65 MW are being installed across India in large numbers. Both fiscal incentives and promotional measures initiated by MNRE enable accelerated development of wind power in India. Your Company owned 30 WTGs at diversified locations in Tamil Nadu and Karnataka which has an aggregate-rated generating capacity of 45MW. Considering the growth potential in wind power and the governments positive approach towards wind energy, the Company seems to be in a very good position in the power- generation segment.

India is the worlds sixth-largest energy consumer, accounting for approximately 3.4% of energy consumption. The growth in Indias economy increased the demand for energy at a greater pace than its supply. Over 75% of the electricity consumed in India is generated by thermal power plants. To reduce dependence on thermal power and to augment the generation and supply to meet increased demand, the government is encouraging supply via other resources viz. hydro power, nuclear power, wind power, biomass-based power, among others. The Company took initiatives to enter the generation segment, establishing biomass-based power plants in various parts of the country.

Despite a late surge during the past few years, resulting in rapid addition of power-generation capacity from all sources, the Eleventh Plan (2007-12) target for the addition of 78,000 MW is unlikely to be realised. The Twelfth Plan (2012-17) is likely to set an even more ambitious target of addition of over 100,000 MW of power.

The overall outlook of the power sector seems positive and your Company intends to take all possible steps to reap maximum benefits in future.

Directors

Mr. S. N. Roy, Director, retires by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment. A brief profile of Mr. Roy is given in the Corporate Governance report.

Mr. Harish H. Mehta and Ranjitsinh A. Parmer resigned on September 03, 2009.

Mr. Rajiv Agarwal and Mr. P. K. Lohia were appointed as Additional Directors by the Board on September 03, 2009, and appointed as Directors by the shareholders at the Annual General Meeting on September 12, 2009. Mr. S. N. Roy was appointed as an Additional Director on September 14, 2009 and was appointed as Director at the Extraordinary General Meeting held on June 30, 2010.

Subsequent to the period under review, the following Directors were appointed/resigned:

Mr. K. Vasudevan, Mr. K. K. Rai, Mr. V. D. Mohile and Mr. K. M. Poddar were appointed as Additional Directors from June 24, 2010, and appointed as Directors at the Extraordinary General Meeting held on June 30, 2010.

Mr. P. P. Gupta, appointed as Additional Director on June 24, 2010, was appointed as Managing Director by the Board on June 28, 2010.

Mr. Nilesh V. Dhanani resigned from June 24, 2010 and Mr. Rajiv Agarwal and Mr. P. K. Lohia resigned from July 17, 2010.

Appointment of Managing Director Mr. P. P. Gupta was appointed managing director of the Company by the Board of Directors on June 28, 2010, and the approval of shareholders was obtained at the Extraordinary General Meeting of the Company held on June 30, 2010.

Share capital

Pursuant to the scheme of amalgamation, the authorised capital of the Company increased from Rs. 125,00,00,000 to Rs. 140,00,00,000, comprising 42,49,00,000 equity shares of Rs. 2 each and 5,50,20,000 preference shares of Rs. 10 each.

Pursuant to and as envisaged in the scheme of amalgamation, 5,70,91,000 equity shares of Rs. 2 each, of your Company, were allotted as fully paid-up to the shareholders of Techno Electric in the ratio of 1 equity share of the Company for every 1 equity share held by them in Techno Electric.

Further, 15,39,53,000 equity shares of Rs. 2 each and 5,50,00,000 redeemable cumulative preference shares of Rs. 10 each in the capital of the Company held by Techno Electric was cancelled.

Listing of shares

Pursuant to and as envisaged in the scheme of amalgamation, the shares of the Company allotted to the shareholders of Techno electric are to be listed in Bombay Stock Exchange Ltd, National Stock Exchange of India Ltd and Calcutta Stock Exchange Ltd, and the Company is in the process of making application to the stock exchanges for the same, as on the date of this report.

Change of name

Pursuant to and as envisaged in the scheme of amalgamation, the name of the Company changed from Super Wind Project Limited to Techno Electric & Engineering Company Limited from July 14, 2010. The fresh Certificate of Incorporation, consequent upon change of name, has been received from the Registrar of Companies, West Bengal.

Auditors

The Auditors, M/s. S. S. Kothari & Co., Chartered Accountants, hold office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Auditors report

The comments by the Auditors in their report are self- explanatory and, in the opinion of the Board, do not require any further clarification.

Corporate Governance

A separate report on Corporate Governance is annexed to this report.

Management discussion and analysis

A management discussion and analysis report is annexed and forms an integral part of the annual report.

Directors responsibility statement

Your Directors confirm

i) That in the preparation of the annual accounts, the applicable Accounting Standards were followed, along with proper explanation relating to material departures

ii) That the selected accounting policies are reasonable and prudent so as to give a true and fair view of the Companys state of affairs and profit at the end of the financial year, and applied them consistently;

iii) That proper and sufficient care was taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the Companys assets and for preventing and detecting fraud and other irregularities

iv) That the accounts for the period ended March 31, 2010 are on a going-concern basis

The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988

A. Conservation of energy

As the Companys activities do not involve, by and large, any significant level of energy consumption, no comments are necessary in respect of energy conservation and reduction of energy consumption. In any event, continuous efforts are made to conserve energy to the extent possible.

B. Technology absorption

As required under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, particulars relating to technology absorption as per Form B is annexed (Annexure – A).

C. Foreign exchange earning and outgo Foreign exchange earning - Rs. 9,797.68 lacs (under deemed export)

Foreign exchange outgo - Rs. 1,873.03 lacs

Employees

The relation between the employees and the management continued to be cordial and stable at all levels. Your Directors wish to place on record their appreciation for the devoted services of all the Companys executives and staff.

During the year, no employee was in receipt of remuneration of or in excess of the amount prescribed under Section 217 (2A) of the Companies Act, 1956.

Acknowledgements

Your Directors wish to express their thanks to the shareholders, various customers and their consultants, different government departments and the Companys bankers for their continued support to the Company.

For and on behalf of the Board of Directors

P. P. Gupta Managing Director

Place : Kolkata, K. M. Poddar

Dated : 17th day of July, 2010 Director