The Directors have pleasure in presenting the 16th Annual Report
 together with the audited accounts of your Company for the year ended
 March 31, 2012.
 
 Financial Results
 
 Your Company, as a holding company, operates in different business
 sectors like Energy, Airports, Highways and Urban Infrastructure.
 Engineering,
 
 Procurement and Construction (EPC) business is a separate operating
 division which mainly caters to the requirements for implementing
 projects undertaken by subsidiaries.
 
 The Company''s revenue, expenditure and results of operations are
 presented through consolidated financial statements and the details are
 given below.
 
                                                         (Rs. in Crore)
 
 Particulars                       March 31, 2012         March 31, 2011
 
 Revenue from operations                8,473.03             6,465.26
 
 Revenue share paid / payable 
 to concessionaire grantors              (830.97)             (651.26)
 
 Operating and administrative 
 expenditure                           (5,883.83)           (4,258.51)
 
 EBITDA                                 1,758.23             1,555.49
 
 Other Income                             243.42               311.30
 
 Interest and Finance Charges          (1,653.13)           (1,230.06)
 
 Utilisation fees                         (98.71)              (71.92)
 
 Depreciation / Amortisation             (935.81)             (789.00)
 
 Exceptional Items :
 
 Provision for diminution 
 of investment                               -                (938.91)
 
 Amounts written off in 
 earlier years written back                  -                 140.33
 
 Interest on loans against 
 development fund                        (162.12)                 -
 
 Provisions for taxation (including 
 deferred tax, MAT credit 
 entitlement)                            (210.72)              (23.90)
 
 Profit/(loss) after tax and before 
 minority interest and share of 
 profits / (losses) from 
 associates (PAT)                      (1,058.84)           (1,046.67)
 
 Share of profits / (losses) of 
 associates                                  -                  (3.46)
 
 Minority Interest – (profits) /
 losses                                   455.50               120.49
 
 Profit/(loss) after tax and after 
 minority interest and share of 
 profit / (losses) from associates       (603.34)             (929.64)
 
 Surplus / (Deficit) brought forward 
 from previous year                       (79.15)              895.61
 
 Profit / (Loss) available for 
 appropriation                           (682.49)              (34.03)
 
 Appropriations / adjustments             (31.68)              (45.12)
 
 Available surplus/(deficit) carried 
 to balance sheet                        (714.17)              (79.15)
 
 Earnings per share (Rs.) (Face value 
 of Re. 1/- each) - Basic and Diluted      (1.55)               (2.40)
 
 Consolidated revenue from operations grew by 31.05 % from Rs. 6,465.26
 Crore to Rs. 8,473.03 Crore. Airport, Energy, Highways, EPC and other
 segments contributed Rs. 4,381.29 Crore (51.71%), Rs. 2,374.99 Crore
 (28.03%), Rs. 405.64 Crore (4.79%), Rs. 970.89 Crore (11.46%) and Rs.
 340.22 Crore (4.01%) respectively to the revenue from operations.
 
 EBITDA grew by 13% from Rs. 1,555.49 Crore to Rs. 1,758.23 Crore. Short
 supply of gas and non-recognition of Rs. 100 Crore of revenues from Air
 India impacted the earnings in the energy and airport sector
 respectively. Losses in DIAL of Rs.573 Crore after minority interest
 due to non revision of aero tariffs, proportionate operating losses of
 Istanbul Airport (Rs. 105 Crore, 40% share) and losses in Energy sector
 due to limited availability of gas resulted in a consolidated loss of
 Rs.603.34 Crore after minority interest (Loss of Rs.929.64 Crore last
 year).
 
 Presented below are the standalone financial results of your Company:
 
                                                       (Rs. in Crore)
 
 Particulars                        March 31, 2012       March 31, 2011
 
 Revenue from operations                1,381.87            727.40
 
 Operating and administrative 
 expenditure                           (1,084.50)          (487.84)
 
 EBITDA                                   297.37            239.56
 
 Other Income                              48.41              5.46
 
 Interest and finance charges            (197.35)          (174.14)
 
 Depreciation                              (7.58)            (4.91)
 
 Profit before tax                        140.85             65.97
 
 Provisions for taxation (including 
 deferred tax and MAT credit 
 entitlement)                             (20.55)            (7.09)
 
 Profit after tax                         120.30             58.88
 
 Surplus brought forward from 
 previous year                            298.64            277.48
 
 Amount available for appropriation       418.94            336.36
 
 Appropriations
 
 Debenture redemption reserve             (36.57)           (37.72)
 
 Surplus carried to balance sheet         382.37            298.64
 
 Earnings per share (Rs.) - 
 Basic and Diluted                          0.31              0.15
 
 The revenue from operations of your Company has gone up by 90% from Rs.
 727.40 Crore to Rs. 1,381.87 Crore on account of increased revenue to
 the extent of Rs. 583.67 Crore from EPC segment. Growth in the
 operations of the EPC segment is also the key contributor for the
 increase in operating and administrative expenditure from Rs. 487.84
 Crore to Rs. 1,084.50 Crore.  The increase in borrowings from Rs.
 2,376.08 Crore to Rs. 2,960.13 Crore to meet the increased requirement
 of funds for investments in subsidiaries is the reason for the increase
 in interest expenditure from Rs. 174.14 Crore to Rs. 197.35 Crore.
 
 Dividend
 
 Your Company currently has various projects under implementation and in
 order to fund these projects in their development, expansion and
 implementation stages, conservation of funds is of vital importance.
 Surpluses generated in completed projects are being utilised for
 funding the projects under implementation. Therefore, your Directors
 have not recommended any dividend for the financial year 2011-12.
 
 Subsidiary Companies
 
 Your Company carries its business operations through various
 subsidiary, joint venture and associate companies mainly due to the
 requirement of concession agreements. As on March 31, 2012, your
 Company had 128 subsidiary companies apart from other joint venture and
 associate companies. The complete list of subsidiary companies as on
 March 31, 2012 is provided in Annexure ''A'' to this report.
 
 Review of Operations/Projects of Subsidiary Companies
 
 The detailed review of operations of each subsidiary''s business is
 presented in the respective Company''s Directors'' Report; a brief
 overview of the major developments thereof is presented below. Further,
 Management Discussion and Analysis, forming part of the Report, also
 brings out a brief review of the business operations of various
 subsidiaries, joint ventures and associates.
 
 Airport Sector
 
 Airports business of your Company consists of two operating airports in
 India at New Delhi and Hyderabad, and two airports abroad at Istanbul,
 Turkey and Malé, Maldives. Significant developments in each of these
 assets during the year are briefly presented below:
 
 Delhi International Airport Private Limited (DIAL)
 
 DIAL is a Joint Venture (JV) between GMR Group (54%), Airports
 Authority of India (AAI) (26%), Fraport AG Frankfurt Airport Services
 Worldwide (Fraport) (10%) and Malaysia Airports (Mauritius) Private
 Limited (10%) and has entered into a long-term agreement with AAI to
 operate, manage and develop the Indira Gandhi International Airport
 (IGIA), New Delhi.
 
 IGIA recorded passenger traffic of 35.88 million in 2011-12, which is
 an overall growth of 20% over the previous year. Cargo at IGIA
 witnessed a decline of 5% in line with global trend and was 568,354 MT
 during the year.
 
 The significant developments during the year were:
 
 - Ranked top in the total passengers handled by Indian airports;
 
 - Completed the first full year of its commercial operations with the
 new terminal, T3 and other newly created facilities;
 
 - Started construction of the new ATC tower;
 
 - Introduced automated truck control system and bonded tracking
 services for cargo movement;
 
 - Handled five new international destinations (Manila, Baghdad/Basra,
 Dushanbe, Hangzhou and Tehran) and two new domestic destinations
 (Allahabad and Gaya) to the network;
 
 - Handled successfully cargo movement related to the first Formula 1
 racing in India.
 
 GMR Hyderabad International Airport Limited (GHIAL) GHIAL is a joint
 venture Company promoted by the GMR Group (63%) in partnership with
 Airports Authority of India (13%), Government of Andhra Pradesh (13%)
 and MAHB (Mauritius) Private Limited (11%). GHIAL has set up India''s
 first Greenfield Airport, Rajiv Gandhi International Airport (RGIA) at
 Shamshabad, Hyderabad.
 
 RGIA recorded passenger traffic of 8.6 Million in 2011-12, which is an
 overall growth of 12.68% over 2010-11, with domestic passenger traffic
 increase by 16.40% and the international passenger traffic growth by
 1.26%; cargo grew only by 0.86% over the previous year reaching a
 volume of 81,474 MT during the year.
 
 The key highlights for the year were:
 
 - Rated as the 3rd best airport in Airport Council International (ACI)
 Airport Service Quality (ASQ) survey in 5-15 million Passenger Per
 Annum category;
 
 - Lufthansa Cargo certified RGIA to be one of its key cargo hub in
 South Asia for transport of temperature sensitive pharmaceuticals;
 
 - Directorate General of Civil Aviation (DGCA) accorded approval for
 conversion of parallel taxiway as standby runway;
 
 - RGIA became the second airport in India and the third in Asia to
 complete the verification of Greenhouse Gas (GHG) accounting of the
 airport operations as per ISO 14064-1:2006;
 
 - Conversion of the aviation sector specific SEZ into an SEZ within
 airport was approved by the SEZ Board of Approvals.
 
 GMR Malé International Airport Private Limited (GMIAL) Ibrahim Nasir
 International Airport is a Brownfield airport in Malé, the capital city
 of Maldives. The airport is developed and operated by GMIAL a joint
 venture partnership between GMR Group (77%) and Malaysia Airports
 (Labuan) Private Limited (23%).
 
 GMIAL recorded passenger traffic of 2.7 Million in 2011-12, which is an
 overall growth of 14% over 2010-11 with domestic traffic growth at 39%
 and International traffic growth at 11%. Cargo traffic declined by 1.5%
 over 2010-11.
 
 The key highlights for the year were:
 
 - New services by Etihad, Hainan and Alitalia airlines had started to
 cater to growing tourist interest from China and Russia;
 
 - Achieved ASQ Score of 3.54 on a scale of 5;
 
 - Received ISO Certification (9001, 14001, 10002) and also implemented
 SAP;
 
 - Initiatives undertaken for improvement in passenger services by
 introducing lounges among others.
 
 Istanbul Sabiha Gokcen International Airport (ISGIA) ISGIA is promoted
 and developed by the consortium consisting of GMR Group (40%), Limak
 Holding (40%) and Malaysia Airports Holdings Berhad (20%). ISGIA has
 the rights to operate the terminal buildings, multi-storey car park,
 cargo, aircraft refueling operations, airport hotel and CIP facilities
 in the airport for 22 years beginning from May 2008. The terminal has a
 capacity to handle up to 25 million passenger per annum.
 
 ISGIA recorded total passengers of 13.7 million in calendar year 2011,
 which corresponds to an 18% annual increase in total passenger traffic.
 Cargo traffic increased by 5% over 2010-11.
 
 The key highlights for the year were:
 
 - ISGIA commenced 8 new airlines flights during the year;
 
 - Technical drawings and plans of ISGIA 2nd runway were finalised and
 approved, land expropriation is near completion;
 
 - ISGIA served the Formula 1 racing from 6th – 8th May 2011 being
 closest airport to the race track.
 
 Aviation Business
 
 GMR Aviation Private Limited (GAPL) is a 100% subsidiary of GMR
 
 Infrastructure Limited and was formed in December, 2006.
 
 GAPL operates and owns one of the youngest fleet in the country
 addressing the growing need for charter services in the country. During
 the year under review, the external charter business has increased.
 Special emphasis has been put in place to ensure that all operating
 assets are profitable and self- sustainable.
 
 Optimum utilisation of the existing fleet was made during the entire
 year and utilisation rate of aircraft has been one of the highest in
 the industry. It is expected that growth in charter business would gain
 momentum in the coming quarters.
 
 Aircraft – Maintenance, Repair and Overhaul During the year under
 review, your Company made foray into the business of Maintenance,
 Repair and Overhaul (MRO) of narrow and wide bodied aircraft. The MRO
 facility is operated by MAS GMR Aero Technic Limited which is a wholly
 owned subsidiary of MAS GMR Aerospace Engineering Company Limited
 (MGAE). MGAE is a 50:50 joint venture set up by GHIAL and Malaysian
 Aerospace Engineering Sdn Bhd.
 
 MAS GMR Aero Technic Limited was inaugurated on March 13, 2012 by
 Minister of Civil Aviation.
 
 The MRO facility has ultra-modern facilities for aircraft maintenance,
 painting, avionics upgrades, interior refurbishments, aircraft
 modifications and structural repairs. It can cater to various types of
 narrow-body as well as wide-body aircraft belonging to Airbus, Boeing
 and ATR families.
 
 Energy Sector
 
 The year under review has been a significant year for the Energy Sector
 of your Company which now has six operating assets and eleven projects
 under different stages of construction or development.
 
 Operating Assets
 
 Name of SPV                               Capacity           Fuel
 
 GMR Power Corporation Limited (GPCL)       200 MW            LSHS
 
 GMR Vemagiri Power Generation 
 Limited (GVPGL)                            388 MW            Natural Gas
 
 GMR Energy Limited (GEL)                   220 MW            Natural Gas
 
 GMR Gujarat Solar Power Private Limited     25 MW            Solar
 
 GMR Renewable Energy Limited               2.1 MW            Wind
 
 GMR Power Infra Limited                   1.25 MW            Wind
 
 New initiatives
 
 - Your Company acquired 30% stake in Golden Energy Mines TBK,
 Indonesian Coal Company with operating mines. As the domestic supply of
 coal to power plants has become unreliable and inadequate, this
 acquisition would insulate and provide fuel security to the coal- based
 power units coming up for commissioning.
 
 - Your Company has made foray into renewable energy by successfully
 commissioning a 25 MW solar power unit and two wind mills of 2.1 MW and
 1.25 MW.
 
 Operating Assets update
 
 - Vemagiri plant was successfully registered for clean energy benefits
 under Clean Development Mechanism of United Nations Framework
 Convention on Climate Change;
 
 - Chennai plant achieved SA-8000 (Social Accountability) and ISO 50001
 (Energy Management) certifications.
 
 Projects update
 
 - Achieved Financial Closure of GMR Energy (Singapore) Pte. Limited;
 
 - Achieved Financial Closure of Maru and Aravali transmission projects;
 
 - Environment clearance received for Kamalanga plant expansion;
 
 - Megapower status obtained for Kamalanga and Chhattisgarh plant
 (provisional);
 
 - Project execution at Kamalanga, EMCO, Singapore Island Power and
 Chattisgarh plants are progressing as per plan and Kamalanga and EMCO
 plants are expected to be commissioned in FY 2012-13;
 
 - Project execution at Rajahmundry plant is completed to a large extent
 and balance works would be completed, subject to gas availability.
 
 Further, your Company is on track to implement several other projects
 which are under different stages of development. These projects are one
 coal-based 1370 MW SJK Powergen project and five hydroelectric power
 projects - (i) 300 MW Alaknanda power project on the Alaknanda River in
 the State of Uttarakhand; (ii) 160 MW Talong power project in East
 Kameng district in the State of Arunachal Pradesh; (iii) 180 MW Bajoli
 Holi project in Himachal Pradesh; (iv) 600 MW Upper Marsyangdi power
 project in Nepal; and (v) 900 MW Upper Karnali power project in Nepal.
 
 Highways Sector
 
 During the financial year under review, your Company has won the
 project for six-laning of 555.5 Km long Kishangarh – Udaipur –
 Ahmedabad (KUA) highway through international competitive bidding. This
 project is the first mega highway project of the country and will be
 implemented through the Public Private Partnership (PPP) on Design,
 Build, Finance, Operate and Transfer (DBFOT) model under National
 Highway Development Project-V.  The Concession Agreement for the
 Project was signed on November 30, 2011 and the financial closure was
 achieved on May 24, 2012. In addition, your Company is also expected to
 start collection of toll in two other projects in FY 2012-13 which are
 currently under development namely Hyderabad- Vijayawada and
 Hungund-Hospet projects. The overall highways portfolio of the Company
 comprises the following:
 
 Operating Assets:
 
 - Tuni–Anakapalli (Annuity);
 
 - Tambaram–Tindivanam (Annuity);
 
 - Adloor Yellareddy–Gundla Pochanpalli (Annuity);
 
 - Ambala– Chandigarh (Toll);
 
 - Thondapalli–Jadcherla (Toll); and
 
 - Tindivanam –Ulundurpet (Toll).
 
 Projects under implementation in the Highways sector are:
 
 - Chennai Outer Ring Road (Annuity);
 
 - Hyderabad – Vijayawada (Toll);
 
 - Hungund–Hospet (Toll); and
 
 - Kishangarh–Udaipur –Ahmedabad (New Project Toll).
 
 Urban Infrastructure Krishnagiri & Kakinada SEZs
 
 The Company is developing large industrial area and Special Economic
 Zones at Krishnagiri district in the state of Tamil Nadu, in
 collaboration with Tamil Nadu Industrial Development Corporation.
 Krishnagiri SEZ is expected to cater to Engineering, Defense and other
 Hi-tech industries. The Company acquired majority stake in Kakinada SEZ
 Private Limited and is developing the area as a Special Investment
 Region. Development of conceptual master- plan is underway.
 
 Engineering, Procurement & Construction (EPC)
 
 The Company had entered the EPC business to mitigate execution risk in
 new project development. EPC Division is now contributing significantly
 in developing the new Highway assets. Besides the Highways project, EPC
 Division has also made foray into Energy Thermal projects and is
 executing the construction of Coal Handling Plant at one of GMR''s
 thermal energy projects. EPC Division has also undertaken construction
 of township, non- plant structures and miscellaneous works at another
 energy project.
 
 Risk Management
 
 Your Company is exposed to a number of risks, if these materialise, it
 could have varying degrees of impact on the various businesses and
 sectors that we operate in. The Group realises this and therefore it''s
 enterprise risk management framework and processes have been made
 robust to identify and address risks and also leverage opportunities so
 as to ensure achievement of its business objectives.
 
 Significant developments during the year include:
 
 - Preparing risk and opportunity profile of different
 countries/continents being explored by the Group for investment in
 infrastructure and resource opportunities;
 
 - Detailed risk analysis (quantitative as well as qualitative) for new
 bids/ opportunities pursued by the Group;
 
 - Business Continuity Planning and Disaster Recovery Planning for key
 assets/locations;
 
 - Risk review of important policies impacting the Group such as
 treasury policy, foreign exchange policy, code of conduct,
 whistleblower policy, among others;
 
 - Top risks at the Group, Sector and Business Unit level are regularly
 being profiled for treatment and regular monitoring of risks;
 
 - Strengthened the culture of risk awareness amongst employees through
 Risk Newsletters, regular updates on risks, case studies and training
 programmes.
 
 The role of Enterprise Risk Management (ERM) starts with and also ends
 with the Company''s Strategic and Annual Operating plan exercise. The
 various risks to objectives set at the start of the year identified
 through the year, serve as a key input to the Annual Planning Exercise
 for subsequent year.  Besides the Management Assurance function draws
 upon the risk list to develop a Risk Based Audit Plan for the
 forthcoming year.
 
 The ERM Team presents to the Management and the Audit Committee of the
 Board, the status and implementation of the risk management framework
 in the group and the outputs therein to assess the reliability of the
 risk management structure and efficiency of the process.
 
 A detailed note on risks and concerns affecting the businesses of your
 Company is provided in Management Discussion and Analysis.
 
 Developments in Human Resources and Organisation Development
 
 Your Company has robust process of human resources development which is
 described in detail in Management Discussion and Analysis under the
 heading Developments in Human Resources and Organisation Development
 at GMR Group.
 
 Consolidated Financial Statements
 
 As per Section 212 of the Companies Act, 1956, the Company is required
 to attach the Directors'' Report, Balance Sheet, Profit and Loss account
 and other documents of its subsidiary companies to its Annual Report.
 The Ministry of Corporate Affairs (MCA), Government of India vide its
 General Circular No.2/2011 dated February 8, 2011 has provided an
 exemption to the companies from complying with section 212, provided
 such companies publish the audited consolidated financial statements in
 the Annual Report.  Accordingly, the Annual Report 2011-12 does not
 contain the reports and other statements of the subsidiary companies.
 The annual audited accounts and related detailed information of the
 subsidiary companies will be available to the investors of the Company
 upon request. These documents will also be available for inspection
 during business hours at the registered office of the Company.
 
 The statement pursuant to the aforesaid circular of the MCA about
 financial information of each subsidiary containing details of (a)
 capital (b) reserves (c) total assets (d) total liabilities (e) details
 of investment (except in case of investment in the subsidiaries) (f)
 turnover (g) profit before taxation (h) provision for taxation (i)
 profit after taxation (j) proposed dividend is provided as Annexure ''B''
 to this report. However, the financial statements of GMR Corporate
 Center Limited (GCCL) are not consolidated, since GCCL is a guarantee
 company having no share capital and commercial operations.
 
 As required by the Listing Agreement with the Stock Exchanges, the
 audited consolidated financial statements of your Company and its
 subsidiaries, joint ventures and associates, form part of the Annual
 Report.
 
 Changes in Share capital
 
 During the year under review, there are no changes in the share capital
 structure of your Company.
 
 Directors
 
 Mr. Srinivas Bommidala, resigned as the Managing Director with effect
 from October 1, 2011. The Board places on record, its appreciation for
 the valuable contribution made by Mr. Srinivas Bommidala during his
 tenure as the Managing Director of the Company.
 
 Mr. B. V. N. Rao has been appointed as the Managing Director of the
 Company with effect from October 1, 2011 for a period of five years
 subject to the approval of the members at the Annual General Meeting.
 
 Mr. Srinivas Bommidala retires by rotation as a Director and being
 eligible, offers himself for reappointment at the Annual General
 Meeting. Further, Mr. Arun K. Thiagarajan, Mr. Uday M. Chitale and Mr.
 Udaya Holla, Directors, retire by rotation at the Annual General
 Meeting and they have expressed their desire not to offer themselves
 for reappointment in line with the Policy on Retirement of Independent
 Directors. The Board places on record, its appreciation for the
 valuable contributions made by them during their tenure as Directors of
 the Company.
 
 Mr. K. Balasubramanian and Mr. N. C. Sarabeswaran were appointed as
 Additional Directors on the Board with effect from November 9, 2011 and
 they hold office till the Annual General Meeting. Notices under Section
 257 of the Companies Act, 1956 have been received from a member of the
 Company, for their appointment as Directors. The profiles of the
 Directors seeking appointment/reappointment are given in the notice of
 the annual general meeting.
 
 Directors'' Responsibility Statement
 
 Pursuant to the requirement under Section 217(2AA) of the Companies
 Act, 1956, with respect to Directors'' responsibility statement, it is
 hereby confirmed:
 
 1.  That in the preparation of the annual accounts for the year ended
 March 31, 2012, the applicable Accounting Standards have been followed
 and proper explanations were provided for material departures, if any;
 
 2.  That the Directors have selected such accounting policies and
 applied them consistently and made judgments and estimates that are
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company as at the end of the financial year and of
 the profit of the Company for that period;
 
 3.  That the Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities;
 
 4.  That the Directors have prepared the accounts for the financial
 year ended March 31, 2012, on a going concern basis.
 
 Corporate Governance
 
 Your Company continuously works at improving its governance practices
 and processes. Your Company strives to ensure that the best practices
 are identified; adopted and followed and has also developed a framework
 for Corporate Governance and a roadmap for forward thinking Corporate
 Governance practices. The Board of Directors have approved Board
 Governance initiatives which cover the process for appointment, term of
 Independent Directors, training of Directors, effective time spent by
 Directors and evaluation process for Directors and the Board. These
 initiatives will be implemented in a progressive manner.
 
 A detailed report on Corporate Governance practices followed by your
 Company, in terms of Clause 49 (VI) of the Listing agreement with Stock
 Exchanges, is provided separately in this Annual Report.
 
 Secretarial Audit
 
 As per SEBI requirement, Reconciliation of Share Capital Audit is being
 carried out at specific periodicity by a Practising Company Secretary.
 The findings of the audit have been satisfactory.
 
 In addition, Secretarial audit was carried out voluntarily for ensuring
 transparent, ethical and responsible governance processes and also
 proper compliance mechanisms in the Company. M/s. V. Sreedharan &
 Associates, Company Secretaries, conducted Secretarial Audit of the
 Company and a Secretarial Audit Report for the financial year ended
 March 31, 2012, is provided in the Annual Report.
 
 Awards and Recognitions
 
 During the year under review, the following awards and recognitions
 were received:- - IGIA, New Delhi won the award at the Infrastructure
 Excellence Awards 2011 in the Main Awards Category - ''Airports'', for
 Operation, Management & Development of the new integrated passenger
 terminal building T3;
 
 - IGIA, New Delhi was rated as 2nd Best Airport in the 25-40 million
 passengers per annum (mppa) category in the Airport Service Quality
 awards given by the Airports Council International;
 
 - IGIA, New Delhi was awarded international recognition for Excellence
 in Air Cargo at an event organised by Stat Trade Times;
 
 - RGIA, Hyderabad was rated as 3rd Best Airport in the world in the
 5-15 mppa category in Airport Service Quality by Airports Council
 International;
 
 - SATTE-2012 award for RGIA, Hyderabad for the ''Best Performing
 Domestic Airport'' in the aviation sector;
 
 - Washrooms & Beyond Honours 2011 for Intelligent Washroom Design in
 the Airports Category for IGIA, New Delhi;
 
 - Travel   Leisure India''s Best Awards - Best Airport (India), 2011
 award for T3, IGIA, New Delhi;
 
 - ''National Tourism Award 2010-11'' under the ''Best Airport'' category
 for RGIA, Hyderabad;
 
 - SKYTRAX award for IGIA, New Delhi as the World''s Most Improved
 Airport-2012 and No.1 Airport in India and RGIA, Hyderabad has been
 declared to be India''s 3rd Best Airport, 2012;
 
 - RGIA, Hyderabad was honoured with Project Management Institute Award;
 
 - RGIA, Hyderabad received the ''Certificate of Merit'' award 2011 for
 energy conservation from Ministry of Power, Government of India on
 December 14, 2011;
 
 - ISGIA was selected ''Best Public Services Development Project'' at the
 2011 Europe International Property Awards organised in association with
 Bloomberg and Google;
 
 - GEL obtained Leadership and Excellence Award in Safety, Health &
 Environment from CII – Southern Region;
 
 - GVPGL has achieved the status of 5S model Company, the only Company
 in power sector, from ABK-AOTS DOSOKAI, Japan;
 
 - GVPGL received National Energy Conservation Award from CEA.
 
 Management Discussion and Analysis (MDA)
 
 The MDA, forming part of this report, as required under Clause
 49(IV)(F) of the Listing Agreement with the Stock Exchanges is attached
 separately in this Annual Report.
 
 Auditors and Auditors'' Report
 
 M/s. S. R. Batliboi & Associates, Chartered Accountants, the statutory
 auditors of the Company, retire at the conclusion of the ensuing Annual
 General Meeting of the Company. They have offered themselves for
 reappointment as statutory auditors and have confirmed that their
 appointment, if made, will be within the prescribed limits under
 Section 224 (1B) of the Companies Act, 1956.
 
 There are no qualifications or adverse remarks in the Auditors'' Report.
 However, with reference to auditor''s observation with respect to clause
 no.  xv in the annexure to auditors'' report on matters specified in
 Companies (Auditor''s Report) Order, 2003, corporate guarantee support
 is provided by the Company to its subsidiaries and other group
 companies, based on requirements. Commission is normally not charged on
 corporate guarantees issued by the Company. The Notes to Accounts
 forming part of the financial statements are self-explanatory with
 respect to the observations in the audit report and need no further
 explanation.
 
 Corporate Social Responsibility (CSR)
 
 GMR Group undertakes CSR activities on a significant scale through GMR
 Varalakshmi Foundation (GMRVF). It has its own professional staff drawn
 from top academic and development institutions who are dedicated to the
 cause of community development. The Vision of GMRVF is to make
 sustainable impact on the human development of under-served communities
 through initiatives in Education, Health and Livelihoods. Towards this,
 it works with the communities neighbouring GMR Group''s businesses for
 their economic and social development, thus supporting their
 development, even as the businesses grow. Currently, GMRVF is working
 in over 200 villages and urban communities across 23 locations.
 
 Environmental Protection and Sustainability
 
 Your Company believes in integrating strong Environmental Management
 practices into its industrial enterprises across all processes. Several
 unique schemes have been implemented to prevent pollution and conserve
 natural resources to achieve sustainable development.
 
 Your Company is aggressively implementing national policies and
 objectives in Environmental Management and Emission Control. In its
 quest to march towards business excellence, it is pursuing to attain
 excellence in the vital area of environmental management.
 
 All the operating units are in compliance with environmental
 regulations.  Hazardous wastes are being disposed through Pollution
 Control Board authorised agencies. Efficient monitoring systems have
 been set up at appropriate locations in and around the plants and the
 Environmental performance indicators like stack emissions, ambient air
 quality, among others are maintained well within the stipulated norms.
 
 GPCL, Chennai plant was certified with OHSAS 18001, ISO 14001 and ISO
 9001. A fully integrated Sewage Water Treatment Plant (STP) was set up
 including Reverse Osmosis (RO) process for treating 10% of total sewage
 of Chennai, saving fresh water intake of 5400 m3 per day, which is
 equivalent to the water consumption by 100000 people. The treated STP
 water is used for cooling operations and green belt development. Waste
 Heat Recovery Boilers generate steam for use in indirect heating of
 fuel storage tanks and pipelines. Solar energy is used to light the
 boundary fence. GPCL has been certified for Energy Management System
 (EnMS) ISO 50001:2011 by M/s DNV on October 3, 2011. The Online Stack
 Emissions of GPCL was connected to TNPCB central monitoring station in
 July 2011 and energy conservation initiatives resulted in savings of
 1.27 Million Units.
 
 GVPGL, Rajahmundry is also certified with OHSAS 18001, ISO 14001 and
 ISO 9001 and this Gas Turbine uses the advanced Dry Low NOx (DLN 2.0  )
 burner system to reduce NOx emissions at source. The waste heat from
 gas turbine is used for power production in Steam Turbine through Heat
 Recovery Steam Generator (HRSG). In December 2011, GVPGL received
 National Energy Conservation Award from CEA and it is the only company
 in power sector which has achieved the status of 5S model company from
 ABK- AOTS DOSOKAI, Japan.
 
 GEL, Kakinada obtained the host country approval from Ministry of
 Environment and Forests, Government of India which is a key milestone
 in registering this project under Clean Development Mechanism. It has
 carried on DNV Voluntary Carbon Standard Plant audit, Rain Water
 harvesting has been implemented and a greenbelt of 8000 trees across
 has been planted in nine acres of land.
 
 At DIAL, the Operational Environment management focuses on energy
 management, air quality, noise level, emissions management, waste
 management, water and waste water management, natural resource
 conservation and bird and animal hazard management. Proactive and
 collaborative efforts such as Workshop on Carbon Footprint of Indian
 Aviation with DGCA, Airports and Airlines, Community Noise issues
 discussions along with DGCA and Ministry of Civil Aviation (MoCA) and
 Collaborative Environment Management Programs with stakeholders are
 examples of efforts on social concerns.
 
 DIAL has established an Aircraft Noise Monitoring System (ANMS) in
 order to develop a database of aircraft noise which will help in
 formulating future mitigation strategies on noise in parity with the
 working group on airport noise formed by DGCA. ''Track your Aircraft
 Noise'' program is one of the noise mitigation initiatives by the team,
 which offers an awareness on noise levels 10 decibels(A) below the DGCA
 standard for both night and day periods for aircraft movements taking
 place at IGIA.
 
 As part of Corporate Environmental responsibility, GHIAL has
 voluntarily initiated and completed the GHG accounting for the calendar
 years 2009, 2010 and 2011. Further, it successfully completed
 verification of the GHG data of three years by M/s.Bureau Veritas as
 per ISO 14064-1 specifications.  By this, RGIA has accredited its
 reduction of GHG emission of 1980 tonnes in 2010 and 2363 tonnes in
 2011 on 2009 emissions.
 
 Bio-fuel tree plantation (Jatropha) is one of the novel initiatives
 taken by RGIA towards promoting green environment. RGIA has planted
 23,662 Jatropha saplings which is significant approach in terms of
 reduction in the carbon footprint and conservation of natural
 resources. Energy conservation practices are being implemented and
 achieved a reduction of 37,43,805 kWh of power per year. RGIA was
 awarded the prestigious ''Certificate of Merit'' in the General Category
 Sector for the National Energy Conservation Awards – 2011 by the
 Government of India, which is in recognition of the initiatives taken
 at RGIA to conserve energy.
 
 Conservation of energy, technology absorption and foreign exchange
 earnings and outgo
 
 The Particulars 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, are set out in the Annexure
 C included in this report.
 
 Particulars of employees
 
 In terms of the provisions of Section 217(2A) of the Companies Act,
 1956, read with the Companies (Particulars of Employees) Rules 1975,
 the names and other particulars of employees are set out in the
 Annexure ''D''. However, having regard to the provisions of Section
 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding
 the aforesaid information is being sent to all members of the Company
 and others entitled thereto. Any member interested in obtaining such
 particulars may write to the Company Secretary at the Registered Office
 of the Company.
 
 Fixed Deposits
 
 During the year under review, the Company has not accepted any deposits
 from the public.
 
 Acknowledgments
 
 Your Directors thank the lenders, banks, financial institutions,
 shareholders, business associates, customers, Government of India,
 State Governments in India, regulatory and statutory authorities and
 the society at large for their support and cooperation. Your Directors
 also thank the employees of the Company and its subsidiaries for their
 continued contribution, commitment and dedication.
 
                                        For and on behalf of the Board
 
 Place : Bengaluru                                           G. M. Rao
 
 Date : August 9, 2012                              Executive Chairman