DIRECTORS'' REPORT to the shareholders
 
 The Directors have pleasure in presenting SIXTEENTH ANNUAL REPORT and
 Audited Statements of Accounts for the year ended 31st March, 2011.
 
 FINANCIAL RESULTS
 
 The Financial Results of the Company for the year ended on 31st March,
 2011 are summarized as under :
 
                                               As on           As on
 
                                           31.03.2011      31.03.2010
 
                                             (Rupees)        (Rupees)
 
 Gross Turnover                          47,01,59,899    31,58,31,677
 
 Operating Profit before Interest, 
 Depreciation & Tax                      12,63,28,197    17,87,14,427
 
 Interest and other Financial Charges       51,22,333       49,01,260
 
 Depreciation                             4,18,04,491     3,38,26,767
 
 Net profit before Tax                    7,94,01,373    13,99,86,401
 
 Provision for Income Tax (including 
 tax for earlier years)                   1,25,10,309     2,38,16,039
 
 Provision for Deferred Tax .              (37,23,492)      21,01,953
 
 Net profit after Tax                     7,06,14,556    11,40,68,409
 
 Add: Balance brought forward from 
 previous year                           45,95,01,624    37,76,06,840
 
 Profit available for appropriation      53,01,16,180    49,16,75,249
 
 Proposed Dividend                        2,75,00,000     2,75,00,000
 
 Corporate Tax on Dividend                  46,73,625       46,73,625
 
 Balance to be carried forward ''         49,81,54,993    45,95,01,624
 
 DIVIDEND
 
 Your Directors recommend payment of dividend @ 10 % on the paid - up
 share capital of the Company, i.e. Re.l/- per equity share of Rs.10/-
 each. The amount of dividend and tax thereon aggregates to Rs.3.217
 crores.
 
 OPERATIONS
 
 The Company is primarily engaged in power generation and other
 infrastructure development businesses such as construction of roads,
 bridges, power plants including operation and maintenance thereof,
 supply of equipments and auxiliaries for power plants etc. Detailed
 information on the operations of different business segments of the
 company are covered in the Management Discussion and Analysis Report,
 attached herewith and forms a part of this Report.
 
 NEW CONTRACTS
 
 During the year under review the Company has received a number of
 contracts valued at Rs.113 Crores (approx) in the States of
 Maharashtra, Bihar and Tripura, inter alia for construction /
 replacement of bridges, supply of main generating equipments /
 auxiliaries etc., its erection, testing & commissioning and operation &
 maintenance of Power House etc. to be completed within August, 2011 to
 March, 2013.
 
 NEW PROJECTS
 
 The Government of Arunachal Pradesh has allotted 3 new Hydro Electric
 Projects having an aggregate capacity of 143 MWs.  The capacity of
 existing 7 Hydro Electric Projects in Arunachal Pradesh has been
 enhanced from 270 MWs to 373 MWs. The Company has also acquired 2 Hydro
 Electric Projects having an aggregate capacity of 39 MWs situated in
 the State of Arunachal Pradesh. Accordingly, the Company now has
 altogether 12 Hydro Electric Projects having an aggregate capacity of
 555 MWs in the State of Arunachal Pradesh. Your Company has also
 acquired two private Limited Companies having 3 Hydro Electric Projects
 having an aggregate capacity of 17 MWs in the State of Uttarakhand.
 
 SUBSIDIARY COMPANIES
 
 During the year under review Ayyappa Hydro Power Limited and EDCL Power
 Projects Limited has been continued to be wholly owned Subsidiaries of
 the Company. Several subsidiary companies were formed, during the year
 for transferring individual projects to each such companies, in terms
 of the Memorandum of Understanding entered into between the Company and
 the Government of Arunachal Pradesh. Brief description of the
 subsidiary companies, as on 31.03.2011 is given below :
 
 1.  Ayyappa Hydro Power Limited
 
 The Company is executing a 15 MW Karikkayam Hydel Power Project, in the
 State of Kerala. The Project is scheduled to be completed in two
 phases. It is proposed to sale the entire generation from this unit to
 the Kerala State Electricity Board (KSEB) under a Long term Power
 Purchase Agreement (PPA). The first phase of the project is likely to
 be operational in the current financial year and the relevant PPA is
 also likely to be signed.
 
 2.  EDCL Power Projects Limited
 
 The Company is operating the 7 MW Ullunkal Hydro Electric Project in
 the State of Kerala. The procedural formalities regarding transfer of
 the project from Energy Development Company Limited is yet to be
 completed. Due to which the Power Purchase Agreement between the
 Company and the KSEB for supply of electricity is yet to be signed.
 However, the company is receiving interim payments from KSEB for supply
 of electricity.
 
 3.  EDCL (Europe) Limited
 
 The Company was incorporated as on 08.12.2010, but no capital
 contribution has been made till 31.03.2011.
 
 4.  EDCL - Seppa Beyong Hydro Electric Private Limited
 
 The Company is developing 40 MW Pakke Bung - I Hydro Electric Project
 on Pakke Bung River in the East Kameng District of Arunachal Pradesh.
 
 5.  EDCL - Seppa Kawa Power Private Limited
 
 The Company is developing 48 MW Marjingla Lower Hydro Electric Project
 in the East Kameng District of Arunachal Pradesh.
 
 6.  EDCL - Tawang Lower Tsachu Hydro Electric Private Limited
 
 The Company is developing 50 MW Tsa Chu - I Hydro Electric Project in
 the Tawang District of Arunachal Pradesh.
 
 7.  EDCL - Tawang Upper Tsachu Hydro Electric Private Limited
 
 The Company is developing 24 MW Tsa Chu - I Hydro Electric Project in
 the Tawang District of Arunachal Pradesh.
 
 8.  EDCL - Seppa Nire Hydro Electric Private Limited
 
 The Company is developing 15 MW Pakke Bung - IV Hydro Electric Project
 in the East Kameng District of Arunachal Pradesh.
 
 9.  EDCL - Seppa Jung Power Private Limited
 
 The Company is developing 24 MW Pakke Bung - III Hydro Electric Project
 in the East Kameng District of Arunachal Pradesh.
 
 10.  EDCL - Tawang Power Private Limited
 
 The Company is developing 90 MW Tsa Chu - II Hydro Electric Project in
 the Tawang District of Arunachal Pradesh.
 
 11.  EDCL - Seppa Pachuk Power Private Limited
 
 The Company is developing 84 MW Pachuk - I Hydro Electric Project in
 the East Kameng District of Arunachal Pradesh.
 
 12.  EDCL - Seppa Dunkho Hydro Electric Private Limited
 
 The Company is developing 60 MW Pachuk - II Hydro Electric Project in
 the East Kameng District of Arunachal Pradesh.
 
 13.  EDCL - Seppa Lada Hydro Electric Private Limited
 
 The Company is developing 45 MW Pachuk - II Lower Hydro Electric
 Project in the East Kameng District of Arunachal Pradesh.
 
 14.  EDCL - Seppa Riang Power Private Limited
 
 The Company is developing 15 MW Pakke Bung - II Hydro Electric Project
 in the East Kameng District of Arunachal Pradesh.
 
 15.  EDCL - Seppa Marjingla Hydro Electric Private Limited
 
 The Company is developing 60 MW Marjingla Hydro Electric Project in the
 East Kameng District of Arunachal Pradesh.
 
 16.  EDCL - Arunachal Projects Private Limited
 
 The Company was incorporated to oversee and facilitate various
 implementation of projects in the State of Arunachal Pradesh.
 
 17.  Eastern Ramganga Valley Hydel Projects Co. Private Limited
 
 The Company is executing 6.5 MW Burthing Small Hydro Electric Project
 and 5 MW Phuliabagar Small Hydro Electric Project, in the State of
 Uttarakhand.
 
 18.  Sarju Valley Hydel Projects Co. Private Limited
 
 The Company is executing 5.5 MW Balighat Small Hydro Electric Project,
 in the State of Uttarakhand.
 
 In view of the exemption granted by the Ministry of Corporate Affairs,
 Government of India, vide its general circular no. 2/2011 dated 8th
 February, 2011, the Annual Accounts along with Report of Directors and
 Auditors of Subsidiary Companies are not required to be attached with
 the Annual Report of your Company. Shareholders desirous of obtaining
 Report and Accounts of the abovementioned Subsidiary Companies may
 obtain the same on request. Also, the Report and Accounts of the
 Subsidiary Companies shall be available for inspection by Shareholders
 at the Corporate Office of the Company and the Registered Office of the
 Subsidiary Companies during the business hours.
 
 The Consolidated Financial Statement prepared in accordance with the
 Accounting Standard - 21 is annexed with the Annual Accounts of the
 Company.
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 Pursuant to Clause 49 of the Listing Agreement with the stock
 exchanges, the Management Discussion and Analysis Report for the year
 under review, is given under a separate section and forms part of this
 Report.
 
 CORPORATE GOVERNANCE
 
 The Company has complied with all the mandatory requirements of
 Corporate Governance, as stipulated in Clause 49 of the Listing
 Agreement with the stock exchanges. A report on Corporate Governance
 together with the Auditor''s Certificate on the compliance of conditions
 of Corporate Governance is given in a separate section and forms part
 of the Annual Report. Further, a declaration signed by the Executive
 Director, affirming compliance with the Code of Conduct by all the
 Board members and senior management personnel along with a Certificate
 from the Executive Director (CEO) / Dy. General Manager - Commercial
 (CFO) required under clause 49(V) of the Listing Agreement are also
 given therein.
 
 Mr. Sanjiv Saraf had been re-appointed as an Executive Director of the
 Company w.e.f. 01.04.2011 and his proposed remuneration package in
 detail has been given in the draft resolution of the Notice. No stock
 option is given to Mr. Saraf.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 The directors also present the audited consolidated financial
 statements incorporating the duly audited financial statements of the
 subsidiaries as mentioned above which is prepared in compliance with
 the accounting standards and listing agreements.
 
 DIRECTORS
 
 Mr. Vijoy Kumar and Mr. Tarun Chaturvedi had been appointed as an
 Additional Director (Independent) on 25.07.2011and 08.08.2011
 respectively. In pursuance of Section 260 of the Companies Act, 1956,
 they shall cease to be directors of the Company from the conclusion of
 the ensuing Annual General Meeting. Notices under section 257 of the
 Companies Act, 1956 have been - received from shareholders signifying
 their intention to propose the name of Mr. Vijoy Kumar and Mr. Tarun
 Chaturvedi as Directors of the Company.
 
 Mrs. Pankaja Kumari Singh and Mr. Sanjay Kumar Gupta, Directors, are
 liable to retire by rotation and being eligible offer themselves for
 re-appointment.
 
 Your Board has also received Form ''DD-A'' pursuant to the Companies
 (Disqualification of Directors under Section 274(l)(g) of the Companies
 Act, 1956) Rules, 2003, from the aforementioned directors confirming
 that they have not incurred any disqualification under Section
 274(l)(g) of the Companies Act, 1956. Your Board recommends their
 re-appointment.
 
 Mr. Sanjiv Saraf, Executive Director was appointed for a period of
 three years, which ended on 31st march, 2011. Your Board has
 reappointed him for a further period of 3 years w.e.f. 1st day of
 April, 2011 and also revised his remuneration package. Your Board
 recommend passing of the special resolution for his re-appointment, as
 per the terms and conditions, set out in the draft resolution in the
 Notice calling the Annual General Meeting.
 
 Mr. Inder Chand Jain, Director resigned w.e.f. 10.02.2011. Mr. Amitabh
 Bachchan and Mr. Harshavardhan Neotia Directors, have resigned w.e.f.
 25.07.2011 from the Board of Directors of your Company. Your Board
 places on record its appreciation to the immense services rendered by
 them, during their tenure as Director. The term of office of Mr. Amar
 Singh, as an Executive Chairman has ended on 31st July, 2011. Mr. Singh
 has expressed his inability to continue as an Executive Chairman, due
 to the paucity of time. Accordingly, the Board has appointed Mr. Amar
 Singh as a Non - Executive Chairman w.e.f. 01.08.2011.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 In accordance with the provisions of Section 217(2AA) of the Companies
 Act, 1956 with regard to the Directors'' Responsibility Statement, your
 Board confirms that:
 
 (a) in the preparation of the annual accounts, the applicable
 accounting standards have been followed and there has been no material
 departures;
 
 (b) the selected accounting policies were applied consistently and the
 Directors made judgments and estimates that are reasonable and prudent
 so as to give a true and fair view of the state of affairs of the
 company as at the end of the financial year on 31st March, 2011 and of
 the Profit or Loss of the company, for the year ended on that date.
 
 (c) proper and sufficient care has been taken for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956 for safeguarding the assets of the company and for
 preventing and detecting fraud and other irregularities.
 
 (d) the annual accounts have been prepared on a going concern basis.
 
 PARTICULARS OF ENERGY CONSERVATION, ETC.
 
 Particulars in respect of conservation of energy and technology
 absorption required under Section 217(l)(e) of the Companies Act, 1956,
 read with the Companies (Disclosure of Particulars in the Report of the
 Board of Directors) Rules, 1988, are given in a separate annexure,
 attached hereto and forms part of this report. There were no foreign
 exchange earning during the Financial Year 2010 - 2011, but foreign
 exchange have been used for the purposes of travelling etc. details
 whereof are given in the annexure.
 
 AUDITORS
 
 The Auditors, M/s. Lodha & Co., Chartered Accountants, vacate their
 office at the conclusion of the ensuing Annual General Meeting and
 being eligible offer themselves for re-appointment. They have furnished
 a certificate to the effect that their proposed appointment, if made
 will be in accordance with the limits specified under Section 224 (IB)
 of the Companies Act, 1956. Your Board recommends their re-appointment
 from the conclusion of the ensuing Annual General Meeting, till the
 conclusion of the next Annual General Meeting.
 
 COST AUDITORS
 
 M/s. N. Radha Krishnan & Co., Cost Accountant of Kolkata has been
 re-appointed as the Cost Auditor of your Company to conduct Cost Audit
 for the Financial Year 2011 - 2012.
 
 PERSONNEL
 
 Particulars of employees, as required under Section 217(2A) of the
 Companies Act, 1956 read with the Companies (Particulars of Employees)
 Rules, 1975 are given in a separate annexure, attached hereto and forms
 part of this report.
 
 ACKNOWLEDGEMENTS
 
 Your Directors express their sincere appreciation to the Banks, Central
 and State Governments and the Company''s valued investors for their
 continued co-operation and support.
 
 Your Directors wish to acknowledge the support and valuable
 contributions made by the employees, at all levels.
 
                                         For and on behalf of the Board
 
                                 For Energy Development Company Limited
 
 Place: Kolkata                   Sd/- Sanjiv Saraf, Executive Director
 
 Date: 8th August, 2011               Sd/- Sanjay Kumar Gupta, Director