GVK Power & Infrastructure

The Directors are pleased to present the 14th annual report and the
 audited accounts of your Company for the year ended March 31, 2008.
 
 Financial Results
 
                                             2008          2007
                                            Rs.000         Rs. 000
 
 Gross Income                               1,173,166       429,162  
 Profit before interest and depreciation    1,041,431       357,976
 Interests Financial: Charges                   -           189,214
 Profit befor Deprecition     
 Depreciation                                      26         -
 Profit  before tax
 Provision for tax                             20,282         -
 Add: Balance brought forward                 138,294       81,176
 Profit available
 Appropriations                         
 Interlm dividend
 - Tax on dividend                              -            8,290
 Genera  Reserve                                -           14,845 
 Balance carried forward                    1,046;828      147,384
 Paid-up Capital 939,694Reserves 
 and Surplus                                3,273,515         -
 EPS (Rupees)                                                     
 -  Basic                                      1              0.16
 
 Sub-Division of Equity Shares
 
 During February, 2008 your Companys equity shares has been sub-divided
 to a face value of Re.1 from Rs.10 and the sub-divided shares have been
 duly credited to all the shareholders. Subsequent to the sub-division
 of shares, the number of shareholders of your company has increased
 from 51,000 to 90,000.
 
 Change of registered office
 
 The Company Law Board (CLB), Northern Region Bench, New Delhi vide its
 order no: 63/17/2008 - CLB dated 17th April, 2008 has approved the
 change of registered office of the company from the NCT of Delhi to the
 State of Andhra Pradesh. A certified copy of the CLB order has been
 filed with the Registrar of Companies, Delhi & Haryana and the
 Registrar of Companies, A.P Hyderabad.
 
 Financials of Subsidiary Companies
 
 The Ministry of Corporate Affairs, New Delhi vide its order No:
 47/01/2008-CL-lll dated 23rd January, 2008 has exempted your company
 from the requirement of attaching the Financial Statements of its
 subsidiaries in terms of section 212(1) of the Companies Act, 1956. As
 per the orders, a gist of the financial statements of each of the
 subsidiary companies has been prepared in terms of section 212(8) of
 the Companies Act, 1956 and the same is appended hereto and forms part
 of the annual report. The Financials of GVK Oil & Gas Limited has not
 been appended as it became a wholly owned subsidiary of your company
 with effect from 18th February, 2008. It has been decided to prepare
 the first financial statements for the company for a period beginning
 from 18th February, 2008 to 31st March, 2009.
 
 Consolidated Financial Statements
 
 The audited Stand alone and Consolidated Financial Statements of the
 company which form part of the annual report have been prepared in
 accordance with the provisions of the Companies Act, 1956, the Listing
 Agreement, the Accounting Standard (AS-21) on Consolidated Financial
 Statements and the Accounting Standard (AS-23) on Accounting for
 Investments in Associates,
 
 Management Discussion and Analysis
 
 As required under Clause 49 of the Listing Agreement with the Stock
 Exchanges a report on the Management Discussion and Analysis of the
 financial position and the results of operations of the Company for the
 year under review is annexed to the report on the Corporate Governance
 and forms part of the annual report.
 
 Corporate Governance
 
 Your Company firmly believes and adopts the highest standard of
 practice under Corporate Governance. A separate section on Corporate
 Governance is attached along with the Auditors Certificate on the
 compliance of Corporate Governance for the year under review and forms
 part of the annual report.
 
 Directbrs
 
 In accordance with the provisions of the Companies Act, 1956 read with
 the Articles of Association of the Company, Dr. A Ramakrishna, Mr. P
 Abraham and Mr. Ajay Lal, Directors of the company will retire by
 rotation at this meeting and being eligible, offer themselves for
 re-appointment.
 
 During the year under review, Mr. A Issac George, Chief Financial
 Officer of the Company has been appointed as additional director and
 shall hold his office only upto the date of this AGM. Your Company is
 in receipt of notice from shareholders under section 257 of the
 Companies Act, 1956 signifying their intention to appoint him as a
 Non-independent Director of the Company.  Further, it is also proposed
 to appoint Mr. A Issac George as Director & CFO of the company for a
 period of 3 years with effect from 1st April, 2008 subject to your
 approval. Your Board recommends the above re-appointments /
 appointments.
 
 Auditors
 
 M/s. S R Batliboi & Associates, the Statutory Auditors of the Company
 will retire at the conclusion of this Annual General Meeting and are
 eligible for re-appointment. The Company has received a letter from
 M/s. S R Batliboi & Associates to the effect that their appointment, if
 made, would be within the limits prescribed under section 224(1 B) of
 the Companies Act, 1956. Your Board recommends their appointment as
 Statutory Auditors for the year 2008-09.
 
 Public Deposits
 
 During the year under review, your company has neither invited nor
 accepted any fixed deposits from the public.
 
 Particulars of Employees
 
 As required under the provisions of Section 217(2A) of the Companies
 Act, 1956, read with the Companies (Particulars of Employees) Rules,
 1975, as amended, the names and other particulars of employee(s) are
 set out in the annexure to this report,
 
 Directors Responsibilities Statement
 
 Pursuant to the requirements specified under Section 217 (2AA) of the
 Companies Act, 1956, with respect to the Directors Responsibilities
 Statement, it is hereby confirmed that;
 
 i) in the preparation of the annual accounts for the financial year
 ended 31st March, 2008, the applicable Accounting Standards have been
 followed along with proper explanations relating to material
 departures;
 
 ii) the directors had selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company as at 31st March, 2008 and of the profit or loss of the
 Company for the said period;
 
 iii) that the directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities; and
 
 iv) the directors had prepared the annua! accounts for the financial
 year ended 31st March, 2008 on a going concern basis.
 
 Foreign Exchange Earnings and Outgo
 
 In accordance with the provisions of 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, the information relating to
 foreign exchange earnings and outgo is provided under Notes to the
 Balance Sheet and Profit and Loss Account.
 
 Other Information
 
 The Audit Committee of the Company reviewed the audited financial
 statements for the year under review at its meeting held on 22nd April,
 2008 and recommended the same for-the approval of the Board of
 Directors.
 
 Acknowledgements
 
 Your Directors would like to express their sincere appreciation to the
 investors and bankers for their continued support during the year. Your
 Directors extend their sincere gratitude to all the Regulatory
 Authorities like FIPB, SEBI, Stock Exchanges and other Central & State
 Government authorities / agencies, Registrars for their support. Your
 Directors also place on record their appreciation for the dedicated
 services rendered by the employees at various levels and look forward
 to their continued support in the future as well.
 
                                                  By Order of the Board
 
 Ptace: Hyderabad                                     G V Krishna Reddy
 Date : 22.04,2008                         Chairman & Managing Director