The Members
 
 The Directors of your Company are pleased to present the Sixteenth
 Annual Report together with the Audited Accounts of the Company for the
 Year ended 31st March, 2011.
 
 AMALGAMATION OF JAYPEE KARCHAM HYDRO CORPORATION LIMITED AND BINA POWER
 SUPPLY COMPANY LIMITED WITH THE COMPANY.
 
 The Scheme of Amalgamation of Jaypee Karcham Hydro Corporation Limited
 (JKHCL) and Bina Power Supply Company Limited (BPSCL) with your Company
 was sanctioned by Hon''ble High Court of Himachal Pradesh at Shimla on
 14th June, 2011 with the appointed date being 1st April, 2010. The
 Scheme of Amalgamation has come into effect from the date of filing of
 the said Order with the Registrar of Companies, Punjab, Himachal
 Pradesh and Chandigarh on 26th July, 2011.
 
 Consequent upon the said amalgamation, 1000 MW Jaypee Karcham Wangtoo
 Hydro-Electric Power Plant being implemented by erstwhile JKHCL and
 1250 MW Jaypee Bina Thermal Power Plant (500 MW being implemented in
 Phase-I) by erstwhile BPSCL stood merged with your Company alongwith
 all their assets, liabilities, rights, titles, interests, contracts,
 agreements etc. Thus, your Company now has an operating capacity of
 1200 MW (Hydro) and under implementation generating capacity of 3070 MW
 (500 MW Hydro & 2570 MW Thermal of which 500 MW Hydro will get
 commissioned by September, 2011 and 500 MW Thermal by March/June,
 2012). Your Company, as of date, is the largest producer of hydro power
 in Private Sector in India.
 
 The Directors of your Company wish to further report that the aforesaid
 amalgamation has enabled creation of an integrated Corporate Structure
 for Development of Power Business of Jaypee Group. The aforesaid
 combination shall lead to achievement of economies of scale,
 operational and managerial efficiencies and enhanced resource
 mobilization capacity required for growth. We reasonably expect that it
 would result in reduction in overall cost, optimization of resources, a
 much healthier and stronger Balance Sheet and your Company shall have
 enough competitive strength to participate in high growth opportunities
 available in the Power Sector with an ultimate corporate goal of
 enhancement of the Shareholders'' wealth.
 
 WORKING RESULTS
 
 The working results of the Company for the year under report, post
 amalgamation, are as under:-
 
                                                  (Rs. in Crores)
 
                                         Current Year   Previous Year
 
                                           31.03.2011      31.03.2010
 
 Gross Revenue*                                709.77          659.42
 
 Less: Rebate for prompt payments               11.09            9.81
 
                                               698.68          649.61
 
 Add: Sale of VERs                              38.21           41.12
 
 Add: Other Income                             103.85           27.06
 
 Total Income                                  840.74          717.79 
 
 Profit before Interest, Depreciation
 
 & Taxation                                    759.83          634.93
 
 Less : Interest                               448.44          236.43
 
 Less : Depreciation                            94.91           95.10
 
                                               216.48          303.40
 
 Less: Extra-Ordinary items (Net)               10.02               –
 
                                               206.46          303.40
 
 Less: Provision for taxation                   41.35           51.85
 
 Profit after taxation                         165.11          251.55
 
 *These revenues are from 300 MW Baspa-II Hydro-Electric Power Plant and
 400 MW Vishnuprayag Hydro- Electric Power Plant. The generation of
 power from 2 units of 250 MW each of 1000 MW Karcham-Wangtoo
 Hydro-Electric Power Plant started in May/June, 2011.
 
 CHANGES IN SHARE CAPITAL
 
 Consequent upon sanction of the aforesaid Scheme of Amalgamation by the
 Hon''ble High Court of Himachal Pradesh at Shimla:
 
 (i) The Authorised Share Capital of the Transferor companies stood
 clubbed with the Authorised Share Capital of your Company aggregating
 to Rs.11,300 crores divided into 830 crore Equity Shares of Rs.10/-
 each and 30 crores Preference Shares of Rs.100/- each; and
 
 (ii) The Shareholders of the Transferor companies were allotted the
 Equity Shares of the Company as on the Record Date, i.e., 5th August,
 2011, fixed by the Company. 40,20,00,000 Equity Shares of Rs. 10/- each
 of the Company were allotted to the shareholders of erstwhile JKHCL in
 the ratio of One Equity Share of Rs. 10/- for every Five Equity Shares
 of Rs. 10/- each in erstwhile JKHCL and 12,70,76,923 Equity Shares of
 Rs. 10/- each were allotted to the shareholders of erstwhile BPSCL in
 the ratio of Two Equity Shares of Rs. 10/- each for every Thirteen
 Equity shares of Rs. 10/- each in erstwhile BPSCL.  The cross holdings
 were transferred to JPVL Trust in which the company is the sole
 beneficiary.
 
 Accordingly, 18,50,00,000 Equity Shares of Rs. 10/- each were allotted
 to Jaiprakash Associates Limited, the holding company and 34,40,76,923
 Equity Shares of Rs.10/- each were allotted to JPVL Trust.
 
 Consequently, the Paid up Equity Share Capital of the Company has
 increased to Rs. 2624.76 crores.
 
 OPERATIONS
 
 Your Company now has three operative Hydro-Electric Power Plants,
 namely,
 
 1.  300 MW Jaypee Baspa-II Hydro-Electric Power Plant in Himachal
 Pradesh;
 
 2.  400 MW Jaypee Vishnuprayag Hydro-Electric Power Plant in
 Uttarakhand; and
 
 3.  1000 MW Jaypee Karcham Wangtoo Hydro-Electric Power Plant in
 Himachal Pradesh. (2 units of 250 MW each commissioned in May/June,
 2011).
 
 Besides the above, your Company also has two Thermal Power Projects
 which are under implementation, namely,
 
 1.  1250 MW Jaypee Bina Thermal Power Plant in Madhya Pradesh (Phase-I
 of 500 MW is currently under implementation).
 
 2.  1320 MW (2 x 660 MW) Jaypee Nigrie Super Thermal Power Project in
 Nigrie, Distt. Singrauli in Madhya Pradesh.
 
 The performance of the Company''s operative Plants, their plant
 availability and the Energy Generation during the year under report was
 satisfactory. The Plant Availability and Energy Generation of each of
 the Plants for the Financial year from 1st April, 2010 to 31st March,
 2011 were as under:
 
 Plant           Plant Availability (%)     Generation (Million Units)
                                               Net Saleable Energy
 
 BASPA-II               98.92%                      1291.61
 
 (300 MW)
 
 Vishnuprayag           98.84%                      1757.26
 
 (400 MW)
 
 The tariff for Baspa-II Plant for the year under report, as per the
 Multi Year Tariff (MYT) Order dated 30th March, 2009 and in accordance
 with the Power Purchase Agreement (PPA), works out to Rs. 2.68 per
 unit. The generation of the energy of Baspa-II plant during the year
 was 1467.74 MUs including 12% Free Power to Himachal Pradesh
 
 State Electricity Board/ Government of Himachal Pradesh. The Net
 Saleable Energy during the year was 1291.61 MUs, out of which 1050.06
 MUs was Primary Energy and 155 MUs was Secondary Energy. The Plant
 recorded the highest level of power generation since commencement of
 commercial operations. This resulted in an additional supply of 86.55
 Million Units to HPSEB without any charges, besides their entitlement
 to 12% free power.
 
 The tariff for the year under report for 400 MW Vishnuprayag Plant
 works out to Rs.2.20 per unit. The total generation including 12% free
 Power to State Government was 2022.69 MUs. The Net Saleable Energy was
 1757.26 MUs out of which Saleable Primary Energy was 1545.88 MUs and
 saleable Secondary Energy was 211.38 MUs.
 
 The Directors of your Company are pleased to report that out of the
 1000 MW (4 x 250 MW) capacity of Jaypee Karcham Wangtoo Hydro Electric
 Plant, first unit of 250 MW was commissioned on 26th May, 2011, second
 unit of 250 MW was commissioned on 23rd June, 2011 and third and fourth
 units of 250 MW each are expected to be commissioned during the quarter
 ending 30th September, 2011. Accordingly, 1000 MW Jaypee Karcham
 Wangtoo Hydro-Electric plant of the Company would become the largest
 operating Hydro-electric Plant in private sector in the Country.
 
 The details of the Plant Availability and Energy Generated for all the
 three Plants for the period from 1st April, 2011 to 31st July, 2011
 were as under:
 
 Plant             Plant Availability (%)  Generation (Million Units)
 
                                             Net Saleable Energy
 
 BASPA-II HEP              99.97%                     602.96
 
 (300 MW)
 
 VISHNUPRAYAG              99.96%                     857.19
 
 HEP (400 MW)
 
 KARCHAM                   98.29%                     599.48
 
 WANGTOO HEP                                 (Unit-I commissioned
 
 (1000 MW)                                     on 26th May, 2011)
 
                                            (Unit-II commissioned on
 
                                                23rd June, 2011)
 
 1320 MW JAYPEE NIGRIE SUPER THERMAL POWER PROJECT
 
 As the members are already aware, your Company is implementing 1320 MW
 (2 X 660 MW) Jaypee Nigrie Super Thermal Power Project in Nigrie,
 Distt. Singrauli in Madhya Pradesh for which all major statutory
 approvals, required at the current stage of the project, have been
 obtained. Total requirement of 5 Million MTPA coal for the project will
 be met through Amelia (North) and Dongri Tal-II Coal Blocks.
 
 Orders for Steam Generator and Steam Turbine Generator have already
 been placed with L&T- MHI and Larsen & Toubro Limited and the supply of
 the plant and machineries from the suppliers is in progress.
 
 The Company has since achieved its Financial Closure for the said
 Project and the entire debt of Rs. 5670 crore has been tied up and the
 financing documents have since been executed. As on 31st July, 2011, an
 amount of approx. Rs.1568 crore has already been incurred on the
 Project.
 
 Unit-I of the project is scheduled for commissioning in April, 2013 and
 Unit-II is likely to be commissioned in October, 2013.
 
 1250 MW JAYPEE BINA THERMAL POWER PLANT
 
 Jaypee Bina Thermal Power Plant located at Village Sirchopi, Distt.
 Sagar (M.P.) being implemented by erstwhile Bina Power Supply Company
 Limited, now stands merged with your Company. 1250 MW coal based
 Thermal Power Plant is being implemented in two phases, first phase (2
 x 250 MW) is expected to be commissioned by March/ June, 2012.
 
 All statutory approvals required at the current stage of the project
 are in place. First phase of the project has been appraised by the
 Banks and Financial Institutions with IDBI Bank as lead Bank. Financial
 closure for the project has already been achieved and the entire debt
 of Rs.1928 crores has been tied up and the financial documents have
 been executed.
 
 Central Coalfields Ltd. and South Eastern Coalfields Ltd. have issued
 Letters of Intent for Coal supplies and Fuel Supply Agreements are
 expected to be signed shortly.
 
 Power Purchase Agreement has been executed on 5th January, 2011 with MP
 Power Trading Corporation Limited and the Company shall supply 70% of
 installed capacity of Phase-I for 25 years at the rate determined by
 the appropriate Regulatory Commission, which is inclusive of 5% of net
 power generated to be supplied at variable energy charges to Government
 of Madhya Pradesh / MP Power Trading Corporation Limited. Balance
 installed capacity will be available for sale to other parties for
 which requisite arrangements are being made.
 
 Boiler, Turbine and Generator has been sourced from BHEL and
 implementation of the project is satisfactory to achieve scheduled
 commissioning of the first unit in the current financial year.
 
 An expenditure of approx. Rs.2183 crores has been incurred on the
 project till 31st July, 2011.
 
 240 MW KERALA THERMAL POWER PROJECT
 
 Your Company did not pursue 240 MW Thermal Power Project in Kerala,
 since the major part of the land leased by Kerala Industrial
 Infrastructure Development Corporation to the Company fell under
 Coastal Regulatory Zone which could not be permitted by the Ministry of
 Environment and Forest for setting-up of the said project or for
 allowing any further industrial activity. Your Company has since
 obtained refund of lease premium amount including annual license fee by
 surrendering lease of the land to the respective authority.
 
 VERIFIED EMMISSION REDUCTIONS (VERs)
 
 Your Company sold 3,50,000 VERs in respect of Jaypee Baspa-II
 Hydro-electric Plant during the year for Rs.8.19 crores. As for Jaypee
 Vishnuprayag Hydro-electric Plant, sale consideration in respect of
 14,60,564 VERs aggregating Rs.30.02 crores was received during the year
 under report. Further, the Company''s 1000 MW Jaypee Karcham
 Hydro-electric Plant in the State of Himachal Pradesh and 1320 MW
 Jaypee Nigrie Super Thermal Power Project in the State of Madhya
 Pradesh shall be eligible for CERs under Clean Development Mechanism
 (CDM).
 
 DIVIDEND
 
 In order to conserve resources for meeting the Company''s expansion
 plans/investment in subsidiaries executing Thermal and Hydro- Power
 Plants, the Directors of your Company express their inability to
 recommend any dividend for the Financial Year 2010-11.
 
 SUBSIDIARY COMPANIES
 
 The Company has following subsidiaries:- 
 
 1.  Jaypee Powergrid Limited.
 
 2.  Jaypee Arunachal Power Limited.
 
 3.  Prayagraj Power Generation Company Limited.
 
 4.  Sangam Power Generation Company Limited.
 
 5.  Jaypee Meghalaya Power Limited.
 
 The Directors wish to report that your Company through its subsidiaries
 is implementing Power Projects with an aggregate capacity of 9200 MW
 comprising of (3920 MW Hydro and 5280 MW Thermal) besides a 213 Km long
 Transmission System.
 
 Status of the projects being implemented through aforesaid subsidiaries
 is summarised below:
 
 1.  Jaypee Powergrid Limited (JPL)
 
 Jaypee Powergrid Limited (JPL), a joint venture of Jaiprakash Power
 Ventures Limited and Power Grid Corporation of India Limited, a Central
 Government Power Utility Undertaking, is setting up 213 Km long 400 Kv
 Quad Bundle Conductor Double Circuit Transmission Line for evacuation
 of Power from the pothead yard of 1000 MW Karcham Wangtoo Plant to
 Abdullapur and LILO of existing Baspa-Jhakri double circuit line.
 
 LILO line is being used for evacuation of power generated from 1000 MW
 Karcham Wangtoo Hydro-electric Plant. Further, extension Bays at
 Abdullapur and Line Reactors at power station switchyard have also been
 commissioned by JPL, the entire transmission line is expected to be
 completed in all respects in the current financial year leading to
 complete commissioning of the Project.
 
 An expenditure of Rs. 831 crores has been incurred on the project till
 31st July, 2011.
 
 JPL has since filed Tariff Petition with the Central Electricity
 Regulatory Commission for determining of Transmission Tariff.
 
 2.  Jaypee Arunachal Power Limited (JAPL)
 
 Jaypee Arunachal Power Limited (JAPL), a wholly owned subsidiary of the
 Company is implementing the 2700 MW Lower Siang and 500 MW Hirong H.E.
 Projects in the State of Arunachal Pradesh. Your Company alongwith its
 associates will ultimately hold 89% of the Equity of JAPL and the
 balance 11% will be held by the Government of Arunachal Pradesh.
 
 For the 2700 MW Lower Siang Hydro-Electric Project, CEA concurrence for
 Detailed Project Report and Defence clearance has already been
 obtained. Detailed Project Report for this project has been concurred
 by Central Electricity Authority with the estimated completion cost of
 Rs 19990.74 crores. JAPL is in the process of obtaining clearance from
 the Ministry of Environment and Forest.
 
 For 500 MW Hirong Hydro-electric Project, JAPL has obtained the Defence
 Clearance. JAPL is in the process of obtaining CEA concurrence for
 Detailed Project Report and clearance from the Ministry of Environment
 and Forest.
 
 While an amount of around Rs. 184 crore has been spent on the 2700 MW
 Lower Siang Hydro-Electric Project till 31st July, 2011, around Rs.23
 crore has been spent on 500 MW Hirong Hydro- Electric Project till 31st
 July, 2011.
 
 3.  Prayagraj Power Generation Company Limited (PPGCL)
 
 Prayagraj Power Generation Company Limited, acquired from Uttar Pradesh
 Power Corporation Limited through competitive bidding process, is
 implementing 1980 MW Thermal Power Project (with permission to add two
 additional generation units of 660MW each) in Tehsil Bara of district
 Allahabad, Uttar Pradesh.
 
 During the year under report, PPGCL had awarded a contract for carrying
 out civil, structural & architectural work of its project.  Order for
 Boiler, Turbine and Generator (BTG) has already been placed with BHEL.
 Various Statutory/Regulatory approvals have been/are being obtained.
 Financial Closure for entire debt of Rs. 8085 Crore has been achieved.
 The phase-I of the project is planned for commissioning by June, 2015.
 The works on the project are progressing satisfactorily.
 
 An expenditure of approx. Rs.1556 crores has been incurred on the
 project till 31st July, 2011.
 
 4.  Sangam Power Generation Company Limited (SPGCL)
 
 Sangam Power Generation Company Limited acquired from Uttar Pradesh
 Power Corporation Limited through competitive bidding process, is
 implementing 1980 MW – (3 x 660 MW) Thermal Power Project in Tehsil
 Karchana of district Allahabad, Uttar Pradesh.
 
 SPGCL is in the process of obtaining various approvals.
 
 5.  Jaypee Meghalaya Power Limited (JMPL)
 
 Your Company has entered into Memorandum of Agreement with Government
 of Meghalaya for development and implementation of 270 MW Umngot in the
 Umngto River Basin of Meghalaya and 450 MW Kynshi-II Hydro-electric
 Power Projects in the Kynshi River Basin of Meghalaya. In terms of said
 Memorandum of Agreement, 270 MW Umngot and 450 MW Kynsi-II
 Hydro-electric Power Projects are to be implemented through a Special
 Purpose Vehicle. For this purpose, Jaypee Meghalaya Power Limited was
 incorporated on 26th August, 2010 by your Company as its wholly owned
 subsidiary to implement the said Projects on BOOT (Build, Own, Operate
 and Transfer) basis. Your Company alongwith its associates will
 ultimately hold 74% of the equity of JMPL and the balance 26% will be
 held by the Government of Meghalaya.
 
 Project transfer agreement was signed between your Company and Jaypee
 Meghalaya Power Limited on 1st January, 2011 and accordingly, both 270
 MW Umngot and 450 MW Kynsi-II Hydro- electric Power Projects were
 transferred in the name of Jaypee Meghalaya Power Limited.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 A statement under Section 212 of the Companies Act, 1956 in respect of
 the subsidiaries of the Company is annexed and forms an integral part
 of the Annual Accounts. The consolidated financial statements of the
 Company and its subsidiary companies are prepared in accordance with
 Accounting Standards (AS-21) Consolidated Financial Statements
 prescribed by the Institute of Chartered Accountants of India, form
 part of the Annual Report.
 
 In terms of the General Circular No. 2/2011 dated 8th February, 2011
 issued by Ministry of Corporate Affairs, a general exemption has been
 granted by the Central Government for not attaching the Balance Sheets
 of the subsidiary companies, as was required under the provisions of
 Section 212 of the Companies Act, 1956 provided certain conditions as
 mentioned in the above said circular are fulfilled, which are as
 under:- 
 
 i.  The Company shall present in the Annual Report the consolidated
 financial statements of holding company and all subsidiaries duly
 audited by its Statutory Auditors;
 
 ii. The Consolidated Financial Statements shall be prepared in strict
 compliance with applicable Accounting Standards and, where applicable,
 Listing Agreement as prescribed by the Securities and Exchange Board of
 India; and
 
 iii. The Company shall disclose in the consolidated Balance Sheet the
 following information in aggregate for each subsidiary including
 subsidiaries of subsidiaries:- (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;
 
 The Board in its meeting held on 11th August, 2011 had consented for
 not attaching the Balance Sheets in respect of the subsidiaries of the
 Company. Accordingly, the requisite information for each subsidiary has
 been disclosed. The annual accounts of the subsidiary companies and the
 related detailed information will be made available to the
 shareholders/investors of the Company/subsidiary companies seeking such
 information.
 
 The annual accounts of the subsidiary companies will also be kept for
 inspection by the shareholders in Company''s Corporate Office and also
 that of the subsidiaries. The Company has also uploaded the details of
 the accounts of individual subsidiary companies on its website i.e.
 www.jppowerventures.com.
 
 The Directors of your Company are of the opinion that the subsidiaries
 of your Company have bright future.
 
 OUTLOOK
 
 Keeping in view the performance of the two Hydro-Electric Power Plants
 of the Company, viz. 300 MW Baspa-II Hydro- Electric Power Plant, 400
 MW Vishnuprayag Hydro-Electric Power Plant, full generation from 1000
 MW Karcham Wangtoo Hydro- Electric Power Plant during the next year,
 commissioning of 500 MW Jaypee Bina Thermal Power Plant and the
 Company''s further expansion in Hydro Power and Thermal Power enabling
 the Company (including its subsidiaries) to generate aggregate power
 capacity of 13,470 MW, the Directors of your Company envisage a bright
 future outlook for the Company in the Power Sector.
 
 DIRECTORATE
 
 Shri J.N. Gaur resigned from the office of Director with effect from
 30th September, 2010 and also ceased to be the Whole-time Director with
 effect from the said date after serving three terms of five years each.
 The Board places on record its appreciation for the valuable
 contribution of Shri J.N. Gaur during his tenure as Director/ Whole-
 time Director of the Company more particularly during the period of
 construction of Baspa-II project and its smooth operation.
 
 Shri Praveen Kumar Singh was co-opted on the Board with effect from
 30th October, 2010 in the casual vacancy caused due to resignation of
 Shri J.N. Gaur. Shri Praveen Kumar Singh has also been appointed as
 Whole-time Director of the Company with effect from 12th August, 2011.
 
 Life Insurance Corporation of India (LIC) withdrew the nomination of
 Shri B.K. Gupta as Nominee Director with effect from 1st March, 2011
 and Dr. E.R.C. Shekar resigned from the office of Director of the
 Company with effect from 8th May, 2011. The Board places on record its
 appreciation for the valuable contribution of Shri B.K. Gupta (Nominee
 Director – LIC) and Dr. E.R.C. Shekar, during their tenure as Directors
 on the Board.
 
 Shri S.K. Jain and Dr. D.G. Kadkade have resigned from the office of
 Director of the Company with effect from 9th August, 2011. The Board
 places on record its deepest appreciation for the valuable contribution
 of Shri S.K. Jain who was associated with Baspa-II project right from
 day one and that of Dr. D.G. Kadkade, during their tenure as Directors
 on the Board.
 
 Shri Dharam Paul Goyal and Lt. Gen. (Retd.) Shri Ravindra Mohan Chadha
 were co-opted on the Board with effect from 12th August, 2011 in casual
 vacancies caused due to resignation of Shri S.K. Jain and Dr. D.G.
 Kadkade respectively. Shri D.P. Goyal and Lt. Gen. (Retd.) Shri
 Ravindra Mohan Chadha have also been appointed as Whole- time Directors
 of the Company with effect from 12th August, 2011.
 
 Shri G.P. Gaur was appointed as Whole-time Director of the Company for
 a period of 5 years with effect from 1st February, 2011. He resigned
 from the office of Whole-time Director with effect from 30th June,
 2011. He, however, continues to be Non-Executive Director of the
 Company. The Board places on record its appreciation for the valuable
 contribution of Shri G.P. Gaur during his tenure as Whole- time
 Director of the Company.
 
 Shri Sunil Kumar Sharma, Dr. R.C. Vaish, Shri B.K. Taparia, Dr. R.L.
 Gupta and Shri R.K. Narang would retire by rotation at the forthcoming
 Annual General Meeting and, being eligible, offer themselves for
 re-appointment.
 
 CORPORATE GOVERNANCE
 
 Report on Corporate Governance and Management Discussion & Analysis
 Report, in terms of Clause 49 of the Listing Agreement are annexed and
 form part of this Annual Report. A certificate from the Auditors
 confirming compliance with the conditions of Corporate Governance is
 also annexed.
 
 The status of compliance of Corporate Governance Voluntary Guidelines,
 2009, of the Ministry of Corporate Affairs, Government of India, is
 given in Report on Corporate Governance.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217 (2AA) of the Companies Act, 1956, the
 Directors, based on the representation received from the operating
 management, certification by the CEO and CFO to the Board of Directors
 and after due enquiry, confirm that in respect of the Audited Annual
 Accounts for the year ended 31st March, 2011:
 
 i) that in the preparation of the annual accounts, the applicable
 accounting standards had been followed and that there were no material
 departures;
 
 ii) that the Directors had, in consultation with the Statutory
 Auditors, 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 for the year ended 31st March, 2011 and the profit of the
 Company for that 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) that the Directors had prepared the annual accounts on a going
 concern basis.
 
 DEPOSITS
 
 The Company did not invite/accept any Fixed Deposits from the public
 during the year under report.
 
 PARTICULARS OF EMPLOYEES
 
 A statement showing the particulars of employees, pursuant to Section
 217(2A) of the Companies Act, 1956 read with the Companies (Particulars
 of Employees) Rules, 1975 as amended vide Companies (Particulars of
 Employees) (Amendment) Rules, 2011 is annexed to this report and forms
 integral part of this report.
 
 PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN
 EXCHANGE EARNINGS AND OUTGO
 
 Particulars in respect of conservation of Energy, Technology Absorption
 and Foreign Exchange earnings and outgo, as per 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 for the
 year ended 31st March, 2011, are annexed and form as integral part to
 this report.
 
 AUDITORS'' REPORT
 
 The Auditors'' Report to the shareholders on the Accounts of the Company
 for the financial year ended 31st March, 2011 does not contain any
 qualification.
 
 The observations of Auditors'' and Notes on Accounts are self-
 explanatory.
 
 AUDITORS
 
 M/s. R. Nagpal Associates, Chartered Accountants, Statutory Auditors of
 the Company shall retire at the conclusion of the ensuing Annual
 General Meeting and, being eligible, offer themselves for re-
 appointment.
 
 As required under the provisions of Section 224 (1B) of the Companies
 Act, 1956, the Company has obtained a written certificate from the
 Statutory Auditors to the effect that their re-appointment, if made,
 would be in conformity with the limits specified in the said section.
 
 COST AUDITORS
 
 Ministry of Corporate Affairs, Cost Audit Branch vide Order No. 52/26/
 CAB-2010 dated 2nd May, 2011 has mandated your Company, being an
 Electricity Industry, to appoint Cost Auditors since your Company''s
 aggregate value of net worth exceeds Rs. 5 crores, aggregate value of
 turnover exceeds Rs.20 crores and the Company''s Equity & Debt were
 listed at Stock Exchanges. Accordingly, the Board of Directors of your
 Company, upon recommendations of the Audit Committee, had appointed
 M/s. Kabra & Associates, a firm of Cost Accountants, as Cost Auditors
 for the Financial Year 2011-12 for auditing the Cost Accounting Records
 of the Company. In terms of the Companies (Cost Audit Report) Rules,
 the Cost Auditor is required to file his report to the Central
 Government within 180 days from the close of the Company''s financial
 year to which the report relates.
 
 As required under the provisions of Section 224 (1B) of the Companies
 Act, 1956, the Company has obtained a written certificate from the Cost
 Auditors to the effect that their appointment was in conformity with
 the limits specified in the said Section.
 
 PERSONNEL AND INDUSTRIAL RELATIONS
 
 The industrial relations continued to be cordial. The Directors wish to
 place on record their sincere appreciation for the contribution of the
 workers and officers of the Company at all levels.
 
 ACKNOWLEDGEMENTS
 
 The Board places on record its sincere appreciation and gratitude to
 various Departments and Undertakings of the Central Government, Govt.
 of Himachal Pradesh, Govt. of Uttarakhand, Govt. of Uttar Pradesh,
 Govt. of Madhya Pradesh, Govt. of Arunachal Pradesh, Govt. of
 Meghalaya, HPSEB, CERC, HPERC, UPERC, UPPCL, Financial Institutions,
 Banks, Rating Agencies, SBI Capital Markets Limited and other
 authorities for their continued co-operation and support to the
 Company.
 
 The Board sincerely acknowledges the faith and confidence reposed by
 the shareholders in the Company.
 
                                           On behalf of the Board
 
 Place: Noida                                          MANOJ GAUR
 
 Date : 11th August, 2011                                Chairman