Dear Members,
 
 The Directors have pleasure in presenting to you their fourth Annual
 Report and the Audited accounts of the Company for year ended March 31,
 2011.
 
 FINANCIAL RESULTS
 
                                                      (Amount in Rs.)
 
                                For the year ended   For the year ended
                                    March 31, 2011       March 31, 2010
 
 Profit before Tax and Depreciation    117,872,807        435,327,100
 
 Less: Depreciation                      8,593,697          3,451,435
 
 Profit before Tax                     109,279,110        431,875,665
 
 Less:
 
 Provision for Tax                       9,600,000         57,100,000
 
 Prior period tax adjustments                -             (1,331,634)
 
 Deferred Tax Expense/ (Credit) - (Net)  2,330,356         (1,135,531)
 
 Wealth Tax                                706,447             -
 
 Profit after tax                       96,642,307       377,242,830
 
 Add: balance brought forward        1,582,374,584     1,205,131,754
 
 Balance carried to Balance Sheet    1,679,016,891     1,582,374,584
 
 BUSINESS REVIEW
 
 Electricity has become the lifeline of modern India, without which the
 country will come to a virtual standstill. Any sluggishness in growth
 of the Power sector in India can throw it far behind other countries in
 industrial, economic and social growth. Thus, power has been widely
 recognized as one of the key factors of infrastructure, for a sustained
 growth of our country. With the share of private sector in power sector
 growing, your company is poised to be one of leading private sector
 player in the power industry.
 
 PROJECTS UNDER CONSTRUCTION
 
 Your Company is currently executing four coal based thermal power
 projects with aggregate capacity of 5400 MW, all in the State of
 Maharashtra. This includes 2700
 
 MW projects under construction in Nandgaonpet, Amravati and another
 2700 MW under construction in Sinnar, Nashik.  Both Amravati and Nashik
 Thermal Power Projects are being constructed in two phases each of 1350
 MW each.
 
 During the current financial year, significant progress has been made
 in the development and execution of the Amravati and Nashik Thermal
 Power projects. These projects have already tied up for land, water,
 fuel (coal linkages), finances and necessary statutory clearances.
 
 Amravati Thermal Power Project (10X270 MW in two phases of 1350 MW
 each)
 
 Your Company is developing 2700 MW Coal based Thermal Power Project in
 two phases at Nandgaonpeth in Amravati district of Maharashtra. 1350
 acres land has been acquired from Maharashtra Industrial Development
 Corporation (MIDC). Environmental Clearance from Ministry of
 Environment & Forests (MoEF) and Coal linkage from Ministry of Coal
 (MoC) have already been obtained. Your Company has signed long term
 Power Purchase Agreements for 1200 MW with Maharashtra State
 Electricity Distribution Company Limited (MSEDCL) at a levelised tariff
 of Rs. 3.26 per unit from Amravati Phase I Project (1350 MW). First
 phase of the Project has already been granted Mega Power Project status
 by the Government of India. Financial closure has already been achieved
 for the entire 2700 MW capacity at Amravati.
 
 BTG contracts for both phases of Amravati Thermal Power Projects have
 been entered into with BHEL Civil & Structural works of BTG, Chimney
 Construction, Coal Handling plant, Water Treatment plant. Electrical
 Balance of Plant, Cooling Towers, Power Transformers, General Civil
 Works for Balance of Plant have already been awarded to leading
 contractors / suppliers like Shapoorji Pallonji, L&T, Gammon, Gannon
 Dunkerly, Areva, Paharpur etc. M/s Tata Consulting Engineers have been
 retained as Owner''s Consultants for Design and Engineering for both
 phases of the Amravati Project.
 
 Nashik Thermal Power Project (10 X 270 MW in two phases of 1350 MW
 each)
 
 2700 MW coal based thermal power project is being implemented by
 Indiabulls Realtech Limited (100% subsidiary of the Company) as
 Co-Developer of the Special Economic Zone at Sinnar, Nashik in two
 phases of 1350 MW each. Adequate land is under possession for the power
 project. Environmental Clearance from MoEF for Phase 1 and Coal linkage
 from the Ministry of Coal (MoC) for both the phases have already been
 obtained. MOEF clearance for Phase II has already been recommended by
 the Expert Advisory Committee of the MOEF. Financial closure has
 already been achieved for the entire 2700 MW capacity at Nashik.
 
 M/s Tata Consulting Engineers have been appointed as Owner''s
 Consultants for Design and Engineering for both phases of the Nashik
 Project. The Main Plant equipment i.e.  BTG is being sourced from M/s
 BHEL for both the phases and the Balance of Plant Packages are being
 executed by reputed contractors namely Shapoorji Pallonji, Gammon,
 Gannon Dunkerly, L&T, Doshion, Siemens and Areva.
 
 PROJECTS UNDER DEVELOPMENT
 
 Bhaiyathan Thermal Power Project
 
 Bhaiyathan Project in the State of Chhattisgarh is planned to have two
 super-critical units of 660 MW each, with a combined capacity of 1,320
 MW. Development work on the Bhaiyathan Project is currently progressing
 at a slow pace due to certain pending statutory clearances relating to
 the captive coal blocks allocated for the Project.
 
 Mansa Thermal Power Project
 
 During the year, your company signed a Memorandum of Understanding with
 Punjab State Power Corporation Limited for development of a 1320 MW (2
 x 660 MW) Thermal Power Project based on super critical technology at
 village Govindpura, Tehsil Budhlada, in district Mansa of Punjab.
 Water allocation for this project has already been done and the
 Government of Punjab is currently in the process of acquiring land for
 the project.
 
 IMPORTANT DEVELOPMENTS
 
 Schemes of Arrangement
 
 1.  The proposal to demerge power and infrastructure business
 undertaking of Indiabulls Real Estate Limited, into a separate holding
 company, Indiabulls Infrastructure and Power Ltd (IIPL) having
 earlier been approved by the Board of Directors and also the
 shareholders and creditors of the Company, is now pending approval from
 the Hon''ble High Court of Delhi.
 
 2.  The Board of Directors of the Company has also approved a scheme of
 arrangement for amalgamation of Indiabulls Infrastructure Development
 Limited (IIDL), a subsidiary of Indiabulls Real Estate Limited
 (IBREL), with the Company (the Scheme).  The Scheme is subject to
 the approvals of both NSE and BSE, the shareholders and creditors of
 the Company and subsequently the final approval of the Hon''ble High
 Court of Delhi. Post amalgamation of IIDL with the Company, the
 r^tworth of the Company would stand enhanced by approx.  Rs. 10,450
 million, which is presently the networth of IIDL. This would be a major
 step in fulfilling equity requirement for execution of phase II of the
 Company''s power project at Nashik & phase II of its power project at
 Amravati, aggregating to a combined capacity of 2700MW i.e. 1350MW
 capacity at each of these locations.
 
 DIRECTORS
 
 In accordance with the provisions of Sections 255 and 256 of the
 Companies Act, 1956 read with the Articles of Association of the
 Company, Mr. Prem Prakash Mirdha (DIN- 01352748) retires by rotation at
 the ensuing Annual General Meeting of the Company and being eligible
 offers himself for re-appointment.
 
 Brief resume of Mr. Prem Prakash Mirdha, nature of his expertise in
 specific functional areas and information as to the other companies in
 which he holds directorships or on the board committees of which he is
 a member, has been provided in the Report on Corporate Governance,
 which forms a part of the Annual Report.
 
 DIVIDEND
 
 Your Company is in a phase of development where it is financially
 prudent to build up a healthy reserve base so as to serve as a source
 for meeting the financial requirements of the Company for the
 effectuation of its plans in the years to come.
 
 It is in keeping with this financial policy that your directors have
 decided to plough back the profits of the Company into its business
 rather than declaring dividend for the financial year 2010-2011. It is
 felt that a sound financial base in the Company would in the long run
 lead to improved share valuations, culminating into maximization of
 returns far the shareholders.
 
 FIXED DEPOSITS
 
 The Company has not accepted any fixed deposits from the public during
 the year under review.
 
 EMPLOYEE STOCK OPTIONS
 
 The Company looks upon its employees as a vitally important resource
 for effective implementation and execution of its plans so as to lead
 the Company on a path of overall growth and development and therefore
 believes in effectively reciprocating their contributions. One of the
 ways devised by the Company to this effect is the grant of stock
 options to the employees in pursuance of the two stock option schemes
 in force in the Company namely, SPCL-IPSL Employee Stock Option
 Plan-2008 and Indiabulls Power Limited Employees Stock Option
 Scheme-2009, together covering 40 million stock options convertible
 into an equivalent number of equity shares of face value Rs. 10 each in
 the Company.
 
 The disclosures as required in terms of Clause 12.1 of the Securities
 and Exchange Board of India (Employee Stock Option Scheme and Stock
 Purchase Scheme) Guidelines, 1999 to be made in the Directors'' Report,
 in respect of the stock option schemes in force in the Company, are set
 out in an Annexure to this report.
 
 SUBSIDIARIES
 
 The statement pursuant to Section 212(l)(e) of the Companies Act, 1956
 relating to subsidiary companies forms a part of the financial
 statements.
 
 In terms of circular No.: 2/2011, No.: 51/12/2007-CL-III dated February
 8, 2011 issued by the Ministry of Corporate Affairs for granting
 general permission for not attaching certain prescribed documents
 including annual accounts of the subsidiaries, to the Balance Sheet of
 the Holding Company, as required to be attached in terms of Section 212
 of the Companies Act, 1956 and accordingly as approved by the Board of
 Directors of the Company at its meeting held on April 25, 2011, copies
 of the Balance Sheet, Profit and Loss Account, Reports of the Board of
 Directors and Auditors of the subsidiaries of the Company as on March
 31, 2011, have not been attached with the Balance Sheet of the Company
 
 
 These documents will be made available upon request by any member of
 the Company interested in obtaining the same. The annual accounts of
 the Company and its subsidiaries have also been kept for inspection by
 any shareholder, at the registered office of the Company and that of
 the subsidiaries concerned. However in terms of the said circular,
 information desired to be disclosed in respect of each of the
 subsidiaries, has been disclosed, in the notes to accounts to the
 Consolidated Balance Sheet forming part of the Annual Report. Further
 pursuant to Accounting Standard AS-21 issued by the Institute of
 Chartered Accountants of India, Consolidated Financial Statements
 presented by the Company include financial information of its
 subsidiaries.
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 Management''s Discussion and Analysis Report for the year under review,
 as stipulated under clause 49 of the Listing Agreement with the Stock
 Exchanges in India, is presented in a separate section forming part of
 the Annual Report.
 
 CORPORATE GOVERNANCE REPORT
 
 Pursuant to clause 49 of the Listing Agreements with the Stock
 Exchanges, a detailed report on Corporate Governance is included in the
 Annual Report. A Practicing Company Secretary''s Certificate certifying
 the Company''s compliance with the requirements of Corporate Governance
 stipulated under clause 49 of the Listing Agreement is attached with
 the Corporate Governance Report.
 
 AUDITORS & AUDITORS'' REPORT
 
 M/s Deloitte Haskins & Sells, Chartered Accountants, (Registration
 No.ll7365W), Auditors of the Company, will retire at the conclusion of
 the ensuing Annual General Meeting and being eligible, offer themselves
 for reappointment. The Company has received a certificate from the
 Auditors to the effect that their reappointment, if made would be in
 accordance with Section 224(1B) of the Companies Act, 1956. The Board
 recommends their re-appointment.
 
 There are no reservations, qualifications or adverse remarks in the
 Auditors'' Report.
 
 LISTING WITH STOCK EXCHANGES
 
 The Equity shares of the Company continue to be listed with BSE and NSE
 and the listing fee payable to the said exchanges for the year
 2011-2012, has been paid.
 
 INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956
 
 The information required to be disclosed under Section 217 (1) (e) of
 the Companies Act, 1956, read with the Companies (Disclosure of
 Particulars in the Report of the Board of Directors) Rules, 1988 with
 respect to conservation of Energy, Technology Absorption and Foreign
 Exchange Earnings and Outgo, is given in the Annexure and forms a part
 of this Report.
 
 In terms of 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 the employees who are in
 receipt of the remuneration equal to or in excess of the limits
 specified under the said section, are required to be set out in the
 Annexure to the Directors'' Report. However, having regard to the
 provisions of Section 219(l)(b)(iv) of the said Act, the Annual Report
 excluding the aforesaid information is being sent to all the Members of
 the Company and others entitled thereto. Any member who is interested
 in obtaining such particulars may write to the Company Secretary at the
 Registered Office of the Company.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 As required under Section 217 (2AA) of the Companies Act, 1956 your
 Directors confirm that:
 
 1.  in the preparation of the annual accounts, the applicable
 accounting standards have been followed and that there are no material
 departures from the same;
 
 2.  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 31st March, 2011 and the profit of the Company for
 the year ended on that date;
 
 3.  the Directors have taken proper and sufficient care for maintaining
 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
 
 4.  the Directors have prepared the Annual Accounts of the Company on a
 ''going concern'' basis.
 
 ACKNOWLEDGEMENT
 
 Your Directors wish to express their gratitude for the continued
 assistance and support received from the investors, bankers, financial
 institutions and government authorities during the year. Your Directors
 also wish to place on record their deepest sense of appreciation for
 the efforts put in by the employees to place the Company on a path of
 growth and progress.
 
                                             For and on behalf of
                                           the Board of Directors
 
                                                            Sd/-
 Place: New Delhi                                  Sameer Gehlaut
 
 Date : September 3, 2011                                Chairman