The Directors are pleased to present the Seventeenth Annual Report and
 the Audited accounts of the Company for the year ended 31st March,
 2011.
 
 1.  FINANCIAL RESULTS
 
 The financial performance of the Company for the year ended 31st March
 2011 is summarized below:
 
                                                     (Rs. in crores)
 
 Particulars                     Standalone          Consolidated
                              2010-11    2009-10    2010-11    2009-10
 
 Sales and Other Income      3,981.15   2,441.03   4,427.54   2,429.26
 
 Profit before Interest, 
 Depreciation                1,642.07   1,356.03   1,697.35   1,287.65
 & Tax
 
 Interest and Finance Charges  340.98     262.30     432.53     283.70
 
 Depreciation                  211.61     124.32     266.80     136.10
 
 Profit before Tax             1089.48     969.41     998.02     867.85
 
 Provision for Tax             203.87     122.74     156.27     122.36
 
 Profit after Tax before 
 Minority                      885.61     846.67     841.75     745.49
 interest
 
 Share of Profit / (Loss) 
 of Minority                     -          -         (0.07)       -
 
 Profit after Tax               885.61     846.67     841.82    745.49
 
 Add: Profit brought forward 
 from                        1,204.43   1,228.02     869.39    742.82
 previous year
 
 Profit available for 
 appropriation               2,090.04   2,074.69   1,711.21  1,488.31
 
 Debenture Redemption Reserve  181.57        -       181.57       -
 
 Dividend                      164.01     123.00     164.01    123.00
 
 Dividend Distribution Tax      26.61      20.43      26.61     20.43
 
 Utilised for Issue of Bonus 
 Shares                           -       726.83        -      726.83
 
 Balance Carried to 
 Balance Sheet               1,717.85   1,204.43   1,339.02    618.05
 
 2.  FINANCIAL PERFORMANCE
 
 Standalone
 
 - The total revenue of the Company for fiscal 2011 stood at Rs. 3,981.15
 crores as against Rs. 2,441.03 crores for fiscal 2010 showing an increase
 of 63.09%.
 
 - The EBIDTA increased by 21.09% from Rs. 1,356.03 crores in fiscal 2010
 to Rs. 1,642.07 crores in fiscal 2011.
 
 - Profit After Tax witnessed a growth of 4.60% from Rs. 846.67 crores in
 fiscal 2010 to Rs. 885.61 crores in fiscal 2011.
 
 - The net worth of the Company increased to Rs. 6,025.39 crores at the
 end of fiscal 2011 from Rs. 5,366.62 crores at the end of fiscal 2010.
 
 - The debt gearing of the Company was at 0.91 times as at the end of
 fiscal 2011 compared to 0.39 times at the end of fiscal 2010.
 
 Consolidated
 
 - The consolidated total revenue of the Company for the fiscal 2011
 stood at Rs. 4,427.54 crores as against Rs. 2,429.26 crores for fiscal 2010
 showing an increase of 82.26%
 
 - The consolidated EBIDTA increased from Rs. 1,287.65 crores in fiscal
 2010 to Rs. 1,697.35 crores in fiscal 2011 showing an increase of 31.82%.
 
 - The consolidated Profit after tax has also increased from Rs. 745.49
 crores in fiscal 2010 to Rs. 841.82 crores in fiscal 2011 showing an
 increase of 12.92%.
 
 - The consolidated Net Worth of the Company has increased from Rs.
 4,780.19 crores at the end of fiscal 2010 to Rs. 5,676.48 crores in fiscal
 2011.
 
 - The consolidated debt gearing of the Company is at 1.70 times as at
 end of fiscal 2011 compared to 1.65 times in fiscal 2010.
 
 3.  CONSOLIDATED FINANCIAL STATEMENTS
 
 The audited Standalone and Consolidated Financial Statements of the
 Company, which form part of the Annual Report, have been prepared
 pursuant to Clause 41 of the Listing Agreement entered into with the
 Stock Exchanges, in accordance with the provisions of the Companies
 Act, 1956, the Accounting Standard (AS-21) on Consolidated Financial
 Statements, the Accounting Standard (AS-23) on Accounting for
 Investments in Associates and Accounting Standard (AS-27) on Financial
 Reporting of Interests in Joint Ventures.
 
 4.  DIVIDEND
 
 Your Directors have recommended Dividend of Rs. 1 per share (10%) on
 164,00,54,795 Equity Shares of Face Value of Rs. 10 each for financial
 year 2010-11 (Rs. 0.75 per share (7.5%) in previous year), subject to the
 approval of the Members at the ensuing Annual General Meeting. Together
 with the Dividend Distribution Tax, the total outflow on account of
 Equity dividend will be Rs. 190.62 crores.
 
 6.  AMALGAMATION
 
 The Honble High Court of Bombay vide its Order dated 24th September,
 2010 approved the Scheme of Amalgamation of JSW Energy (Ratnagiri)
 Limited (JSWERL), the Companys wholly owned subsidiary, with the
 Company with effect from the appointed date viz. 1st April, 2010. The
 Scheme became effective on 2nd November, 2010. In accordance with the
 Scheme, the assets and liabilities of JSWERL were transferred to and
 vested with the Company with effect from the appointed date - 1st
 April, 2010.
 
 7.  SUBSIDIARIES
 
 The details of the Subsidiary Companies are as follows:
 
 a) Raj WestPower Limited (RWPL)
 
 RWPL, a wholly owned subsidiary of the Company, is implementing the
 8X135 MW Lignite based Thermal Power Plant in Village Bhadresh, Barmer
 District, Rajasthan at a total estimated cost of Rs. 6,085 crores. During
 the year, RWPL commenced commercial operation of its Second Unit of 135
 MW on 4th October, 2010, thereby increasing the installed capacity to
 270 MW. RWPL has achieved Plant Load Factor (PLF) of 53.28% and has
 generated 938.45 million units (gross) during the year from this
 project. Out of the gross generation, RWPL has sold 794.95 million
 units to Rajasthan Distribution Companies (Discoms). The project is
 expected to be fully commissioned in fiscal 2012 in phases.
 
 RWPL had executed Implementation Agreement (IA) with the Government of
 Rajasthan on 29th May, 2006 for the implementation, operation and
 maintenance of Lignite Mining cum Thermal Power Plant with associated
 facilities of 8X135 MW Power Plant based on Lignite mined from the
 Jalipa and Kapurdi Mines in the Barmer District of Rajasthan. In
 accordance with the IA, Barmer Lignite Mining Company Limited (BLMCL)
 was incorporated on 19th January, 2007 as a Joint Venture Company
 between Rajasthan State Mines & Minerals Limited (RSMML), a Government
 of Rajasthan enterprise & RWPL, with equity participation of 51% and
 49% respectively to develop lignite mines in two contiguous blocks viz.
 Kapurdi and Jalipa in the district of Barmer for supplying lignite to
 the mine-head located 1080 MW (8x135 MW) capacity Thermal Power Plant
 of RWPL. BLMCL will meet the entire fuel requirement of the Power
 Plant. BLMCL has acquired land and mine development activity has
 commenced at Kapurdi block while the land acquisition is being
 completed for Jalipa block. The transfer of mining lease of Kapurdi
 Mining Block in favour of BLMCL is under process. The lignite mining is
 expected to commence in fiscal 2012 for Kapurdi block and in fiscal 2013
 for Jalipa block. Fuel Supply Agreement (FSA) has been entered between
 RWPL and BLMCL on 16th February, 2008 to provide lignite to RWPL by
 BLMCL for a period of 30 years. BLMCL has incurred a cost of Rs. 799.27
 crores till 31st March, 2011. RWPL has invested equity of Rs. 9.80 crores
 besides providing subordinate unsecured debt of Rs. 311.10 crores.
 
 RWPL also plans to expand capacity by setting up another 2X135 MW Power
 Plant at the same location for which necessary regulatory consents are
 awaited. The cost of this Project was estimated at Rs. 1,350 crores and
 was proposed to be fnanced with a Debt to Equity ratio of 75:25. RWPL
 has incurred a cost of Rs. 61.25 crores towards the expansion project and
 the entire amount has been fnanced out of the investment by your
 Company in RWPL.
 
 RWPL has incurred Rs. 5,088.07 crores for the project (excluding
 investment in BLMCL & towards expansion project) as on 31st March,
 2011. Your Company has invested Rs. 2,148.73 crores in RWPL (including
 equity for expansion project & BLMCL) till 31st March, 2011.
 
 RWPL and BLMCL have fled petition with Rajasthan Electricity Regulatory
 Commission for grant of provisional tariff and transfer price of
 lignite respectively which will enable the units to operate on the
 pit-head based Power Plant.
 
 b) JSW Power Trading Company Limited (JSWPTC)
 
 JSWPTC, a wholly owned subsidiary of the Company, is engaged in power
 trading activities with a category I license, the highest Power
 Trading license issued by Central Electricity Regulatory Commission to
 trade in power in India.
 
 During financial year 2010-11, JSWPTC has procured power from the
 Company and its associates as well as other suppliers. It has traded
 6,227.10 MUs as against 3,774.94 MUs during the previous financial year
 and generated total sales turnover of Rs. 3,095 crores with Profit after
 Tax of Rs. 10.17 crores. JSWPTC is a member in both the Power Exchanges
 namely, IEX-India Energy Exchange and PXIL-Power Exchange of India
 Limited.  With the already commissioned Terminals of these Power
 Exchanges, it has traded 381.28 MUs in financial year 2010-11.
 
 JSWPTC has, through its efforts over a period of time, emerged as one
 of the leading Power Trading Companies and is today amongst the top six
 power trading Companies in India, by volume. It has been one of the
 active members of the prestigious Northern Regional Power Committee
 which is at the forefront of discussing and resolving issues with key
 regulatory authorities, both at the Central and State level (CEA, CERC,
 Ministry of Power, etc.) on behalf of the industry players.
 
 c) Jaigad PowerTransco Limited (JPTL)
 
 Your Company entered into a Joint Venture Agreement with Maharashtra
 State Electricity Transmission Company Limited [(MSETCL) (74% held by
 your Company and 26% held by MSETCL)] for development of Transmission
 System as part of Intra-state transmission system aimed at evacuation
 of power generated from the Ratnagiri region.
 
 JPTL is one of the few private players to have entered into
 transmission system under the Public Private Partnership (PPP) model
 and your Company has demonstrated exceptional capabilities in terms of
 executing amidst diffcult and challenging environmental terrain.
 
 The Transmission System is being developed by JPTL consisting of 400kV
 Double Circuit Quad Transmission Lines of about 55 km between Jaigad -
 New Koyna and of about 111 km between Jaigad to Karad and is being
 developed at a project cost of Rs. 576 crores. JPTL was granted
 Transmission License for 25 years from Maharashtra Electricity
 Regulatory Commission (MERC).
 
 Jaigad-New Koyna transmission line achieved Commercial Operation Date
 (COD) on 7th July, 2010. This Transmission Line segment is presently
 evacuating the power generated from power station at Ratnagiri. The
 second segment of the Transmission Project, 400kV Double Circuit Quad
 Jaigad –
 
 Karad Transmission Line is under advanced stage of construction and is
 expected to be ready in the frst quarter of financial year 2011-12.
 
 JPTL has incurred Rs. 491 crores on the Project till 31st March, 2011.
 Your Company has invested Rs. 106.90 crores as Equity contribution
 (including share application money) till 31st March 2011.
 
 d) JSW Energy (Raigarh) Limited (JERL)
 
 JERL, a wholly owned subsidiary of the Company, was incorporated on
 31st August, 2009 for setting up a 1,320 MW power plant at Raigarh,
 Raipur District, Chhattisgarh based on coal. Total land required for
 the Project is approximately 795 acres and acquisition process is in
 progress. Public Hearing was successfully done on 7th August, 2010 and
 fnal clearance from Ministry of Environment and Forests is awaited. The
 total Project Cost is estimated at Rs. 6,500 crores and is proposed to be
 fnanced with a debt equity ratio of 75:25. Your Company has invested Rs.
 54.04 crores as Equity contribution (including share application money)
 till 31st March, 2011.
 
 e) JSW Energy (Bengal) Limited (JSWEBL)
 
 JSWEBL was incorporated on 8th February, 2010 as a SPV between JSW
 Bengal Steel Limited (JSWBSL) and your Company with 26% of share
 holding held by JSWBSL and 74% by your Company. JSWEBL proposes to set
 up a 300 MW power plant in the 1st phase and 1,320 MW captive power
 plant in the subsequent phases to meet the power requirement of
 JSWBSLs projects as a Captive Power Plant (CPP). A part of the surplus
 power is proposed to be sold to West Bengal State Electricity and
 Distribution Company Limited (WBSEDCL) for which JSWEBL has entered in
 to a Power Purchase Agreement with WBSEDCL on 29th December, 2010
 subject to the approval of West Bengal Electricity Regulatory
 Commission and balance power is proposed to be sold on merchant basis.
 
 JSWEBL has entered into long-term Coal Supply Agreement in March 2010
 with West Bengal Mineral Development Corporation Limited (WBMDCL) for
 supply of coal from the Ichhapur coal block.
 
 Your Company has invested Rs. 56.49 crores as Equity contribution
 (including share application money) till 31st March, 2011.
 
 f) JSW Green Energy Limited (JSWGEL)
 
 JSWGEL was incorporated on 12th January, 2011 as a wholly owned
 subsidiary Company for taking up the business pertaining to Renewable
 Energy.
 
 Your Company has invested Rs. 0.05 crores as Equity contribution till
 31st March, 2011.
 
 OVERSEAS SUBSIDIARIES
 
 g) PT Param Utama Jaya (PTPUJ)
 
 The Company had acquired controlling interest in financial year 2007 in
 PTPUJ, an Indonesian Company. The Company is actively evaluating the
 opportunities to acquire Coal mining assets in Indonesia besides
 rendering services.
 
 h) JSW Energy Minerals Mauritius Limited (JSWEMML)
 
 JSWEMML was incorporated on 19th April, 2010 in Mauritius as wholly
 owned subsidiary of your Company for achieving the
 
 objective of overseas acquisition of coal assets. It has made
 downstream equity investment of Rs. 26.79 Crores in JSW Energy Natural
 Resources Mauritius Limited (JSWENRML) and advance of Rs. 124 crores as
 loan as on 31st March, 2011 for acquiring and developing Coal mining
 assets in South Africa.
 
 Your Company has made equity investment of Rs. 35.55 crores in JSWEMML
 and advance of Rs. 115.20 crores as loan as on 31st March, 2011.
 
 i) JSW Energy Natural Resources Mauritius Limited (JSWENRML)
 
 JSWENRML was incorporated on 19th April, 2010 in Mauritius as a wholly
 owned subsidiary of JSWEMML for achieving the objective of overseas
 acquisition of coal assets. It has made downstream investment of Rs.
 26.61 crores in equity of JSW Energy Natural Resources South Africa
 (PTY) Limited (JSWENRSAL) and advanced Rs. 124.08 crores as loan as on
 31st March, 2011.
 
 j) JSW Energy Natural Resources South Africa (PTY) Limited (JSWENRSAL)
 
 JSWENRML has acquired 100% shareholding of JSWENRSAL, a South African
 Company amounting to Rs. 26.61 crores.  JSWENRSAL has invested an amount
 of Rs. 21.91 crores in Equity of Royal Bafokeng Capital (Proprietary)
 Limited (RBC) and has given an advance of Rs. 10.45 crores to RBC.
 Further JSWENRSAL has invested an amount of Rs. 26.99 crores in Equity of
 South African Coal Mining Holdings Limited (SACMH) and advanced Rs. 45.73
 crores as loan as on 31st March, 2011 and balance amount advanced to
 SACM Breyton (PTY) Limited, subsidiary of SACMH.
 
 k) JSW Energy Natural Resources (BVI) Limited (JSWENRBL)
 
 JSWENRBL was incorporated on 3rd December, 2010 in British Virgin
 Islands as a wholly owned subsidiary of your Company for achieving the
 objective of overseas acquisition of coal assets.
 
 8.  EXEMPTION U/S 212 FOR SUBSIDIARIES
 
 The Company has availed the exemption from attaching a copy of the
 Balance Sheet, Profit and Loss Account, Directors Report and Auditors
 Report of the subsidiary Companies and other documents required to be
 attached under Section 212(1) of the Companies Act, 1956, to the
 Balance Sheet of the Company.  The said exemption is available vide
 circular issued by Ministry of Corporate Affairs dated 8th February,
 2011.
 
 Accordingly, the said documents are not being attached with the Balance
 Sheet of the Company. A gist of the financial performance of the
 subsidiary Companies is contained in the report. The Annual Accounts of
 the subsidiary Companies are open for inspection by any member/investor
 at the Companys Registered Offce and at the Corporate Offce and the
 Company will make available these documents and the related detailed
 information upon request by any investor of the Company or any investor
 of its subsidiary Companies who may be interested in obtaining the
 same.
 
 9.  NEW PROJECTS, INITIATIVES AND JOINT VENTURES
 
 Kuther Hydro Project
 
 Your Company is implementing the 240MW (3X80 MW), run of the river
 Hydro Electric Project (HEP) on the upper reaches of river Ravi in the
 district of Chamba, Himachal Pradesh. An Implementation Agreement (IA)
 is signed with Himachal Pradesh Government on 4th March, 2011.
 
 Central Electricity Authority (CEA) has granted consent for the project
 on 31st August, 2010 and has approved the estimated project cost at Rs.
 1,798.13 crores. The Company intends to fnance the Project with a Debt
 Equity ratio of 75:25.
 
 In terms of IA, the Company will be required to sell certain quantum of
 power to the Government of Himachal Pradesh with the balance power
 being available for sale by way of short-term power purchase agreements
 through JSWPTC.
 
 The Project is progressing well and your Company has invested Rs. 119.42
 crores into the Project upto 31st March, 2011.
 
 660 MW Power Plant at Vijayanagar
 
 Your Company proposes to expand the capacity at Vijayanagar by setting
 up one unit of 660MW based on super critical technology.  Steps have
 been initiated to obtain necessary consents to set up and operate the
 Power Plant. Total project cost is estimated at Rs. 3,630 crores and is
 proposed to be fnanced with a debt equity ratio of 75:25.
 
 3200 MW Power Plant at Ratnagiri
 
 Your Company is also considering the development of the 4 X 800 (3200)
 MW super-critical coal-based power plant at Ratnagiri, Maharashtra. The
 Environment Clearance for this project is pending on account of the
 review being undertaken by Western Ghat Expert Ecology Panel
 constituted by Ministry of Environment and Forests.
 
 Your Company has acquired certain portion of the land and also proposes
 to acquire/lease further land for this project as may be required /
 necessary. The estimated project cost is approximately Rs. 15,000 crores.
 Your Company has invested Rs. 61 crores on this project as on 31st March,
 2011.
 
 1620 MW - Coal based Thermal Power Plant at Jharkhand
 
 Your Company has plans to develop a 1,620 MW Power Plant near Baranda,
 Jharkhand. The Company is still in the process of fnalizing the
 location for the Power Plant and initiating steps to secure the fuel
 linkage for the proposed power project.
 
 Toshiba JSW Turbine & Generator Private Limited (Toshiba JSW)
 
 Toshiba JSW has been incorporated with a shareholding of 75% by Toshiba
 Corporation Limited, Japan, 20% by your Company and 5% by JSW Steel
 Limited to design, manufacture, marketing and maintenance services of
 large sized Supercritical Steam Turbines & Generators of size 500 MW to
 1000 MW. Technology transfer agreement was signed between Toshiba
 Corporation, Japan and Toshiba JSW for transferring supercritical
 turbine manufacturing technology.
 
 The land development, civil work, engineering and procurement of
 equipment have been completed and Toshiba JSW has achieved 86 %
 progress on construction of manufacturing facility on land leased from
 Government of Tamil Nadu near Ennore Port, Chennai. The Blade shop is
 ready and trial manufacturing of blades have commenced. The
 manufacturing of complete Steam Turbine Generator is expected to
 commence from July
 
 2012. The JV with Toshiba is expected to provide the Company with
 advantage while enhancing its generation capacity in terms of being its
 preferred client.
 
 MJSJ Coal Limited (MJSJ)
 
 In terms of the Joint Venture Agreement to develop Utkal-A and Gopal
 Prasad (West) Thermal coal block in Orissa, your Company has
 participated in the 11% equity of MJSJ, Orissa along with four other
 partners. The Government of India has decided to allot 1,522 acres of
 Gopal Prasad west area to MJSJ.  Mahanadi Coalfelds Limited, a Public
 sector Company holds 60% of the equity. Land acquisition is currently
 under progress. Your Company has invested Rs. 4.41 crores in MJSJ for 11%
 stake as on 31st March, 2011.
 
 Power Exchange of India Limited (PXIL)
 
 Your Company has acquired 3.64% stake by investing Rs. 1.25 crores in
 PXIL which provides the platform for trading in electricity.  PXIL is
 promoted by National Stock Exchange of India Limited and National
 Commodities & Derivatives Exchange Limited.
 
 CIC Energy Corp (CIC)
 
 Your Company has entered into a binding Agreement with CIC, a Company
 incorporated in the British Virgin Islands and listed on the Toronto
 and Botswana Stock Exchanges and having Coal reserves of 2.7 billion
 tons in Botswana, to acquire all of the shares of CIC at a price of CAD
 7.42 per share, amounting to a total consideration of approximately CAD
 422 million. The acquisition is to be effected by a subsidiary of the
 Company which is subject to regulatory approvals and completion of
 confrmatory due diligence while CIC has to comply with certain
 conditions precedent to the offer.
 
 Acquisition of South African Coal Mining Holdings Limited (SACMH)
 
 Your Company through JSWENRSAL has acquired 49.80% shareholding of
 Royal Bafokeng Capital (Proprietary) Limited (RBC), a majority
 shareholder of SACMH with 58.47% shareholding.
 
 JSWENRSAL has acquired an additional 30.37% stake in SACMH under the
 open offer for acquiring the shares of SACMH. Thus, your Company now
 has an aggregate holding of 59.49% in SACMH as on 31st March, 2011.
 
 10.  CREDIT RATING
 
 CARE has assigned CARE AA- (Double AA minus) rating to the long-term
 bank facilities of your Company, aggregating to Rs. 1,386.01 crores. Non
 Convertible Debentures of your Company aggregating to Rs. 1,200 crores
 and Rs. 2,400 crores also have rating CARE AA- (Double AA minus). The
 rating assigned to the short- term bank facilities of your Company,
 aggregating to Rs. 1,151 crores is PR 1+ (PR One Plus). The rating
 assigned to the Non Convertible Debentures of your Company aggregating
 to Rs. 100 crores is PR 1+ (PR One Plus).
 
 11.  FIXED DEPOSITS
 
 Your Company has not accepted any fixed deposits from the public and is
 therefore not required to furnish information in respect of outstanding
 deposits under Non-Banking Financial Companies (Reserve Bank)
 Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.
 
 12.  AWARDS
 
 Your Company was awarded the NDTV Profit Business Leadership Awards
 2010 under the Power Industry vertical.
 
 13.  BOARD OF DIRECTORS
 
 1.  Composition
 
 The Board comprises of Eight Directors, of which four are Independent
 Directors with one of them being nominee Director.
 
 2.  Retirement by Rotation
 
 In accordance with the requirements of the Companies Act, 1956 and
 Article 129 of the Articles of Association of the Company, Mr. S. S.
 Rao and Mr. Chandan Bhattacharya, retire by rotation and being
 eligible, offer themselves for reappointment.
 
 3.  Changes in the Composition of Directors
 
 - Mr. Lalit Kumar Gupta was appointed as an Additional Director and as
 a Whole-time Director designated as Joint Managing Director & Chief
 Executive Offcer w.e.f.  1st June, 2010.
 
 - With effect from 1st June, 2010, Mr. S.S. Rao ceased to be Joint
 Managing Director and Chief Executive Offcer but continues as a
 Whole-time Director. Your Company has appointed Mr. S. S. Rao afresh as
 Whole-time Director w.e.f 1st July, 2010 for a period of 5 years.
 
 - Mr. J.K. Tandon resigned as Director with effect from 1st June, 2010.
 The Board placed on record its appreciation for the valuable
 contribution made by Mr.  J.K. Tandon during his tenure with the
 Company.
 
 4.  Board Meetings
 
 The Board met ten times during the year.
 
 14.  CORPORATE GOVERNANCE
 
 The Company has complied with the requirements of Corporate Governance
 as stipulated under Clause 49 of the Equity Listing Agreement of Stock
 Exchange and accordingly, the Report on Corporate Governance forms part
 of the Annual Report.
 
 The requisite Certificate from the Auditors of the Company, M/s.  LODHA
 & CO., regarding compliance with the conditions of Corporate Governance
 as stipulated in Clause 49 is annexed to this Report as also the
 Management Discussion and Analysis which is given as Annexure to this
 report.
 
 15.  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 confrmed:
 
 1.  That in preparation of the annual accounts, the applicable
 accounting standards had been followed along with proper explanation
 relating to material departures;
 
 2.  That the Directors had selected such accounting policies and
 applied them consistently and made judgements and estimates that are
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company at the end of the financial year and of the
 Profit of the Company for the year under review;
 
 3.  That the Directors had taken proper and suffcient 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 had prepared the annual accounts for the year
 under review, on a going concern basis.
 
 16.  AUDITORS
 
 M/s. LODHA & CO., Chartered Accountants, the Auditors of the Company,
 retire at the ensuing Annual General Meeting and being eligible, offer
 themselves for reappointment.
 
 17.  ENERGY CONSERVATION
 
 a) Measures taken for conservation of energy:
 
 i) Optimised the Instrument air compressor operation for all units.
 
 ii) Stopped ash water booster pump, Chlorination booster pump and side
 stream filter back wash pump by providing bypass.
 
 iii) ACW pump casing grid blasting and glide coating done.
 
 iv) Optimize the ESP ash conveying cycles to ensure dense phase
 operation.
 
 v) Energy saver for lighting installed at different locations.
 
 b) Additional investments and proposals, if any, being implemented for
 reduction of consumption of energy:
 
 Installing mechanical seals for DM water pumps to reduce friction loss
 & water leakage.
 
 c) Impact of the measures at (a) and (b) above for reduction of energy
 consumption and consequent impact on the cost of production of goods:
 The energy conservation measures have reduced energy consumption by
 468KWh.
 
 d) Total energy consumption and energy consumption per unit of
 production as per Form A in Respect of industries specifed in the
 Schedule thereto: Not Applicable.
 
 e) Your Company follows the ash utilisation norms stipulated in
 environmental clearances issued by the respective State Pollution
 Control Board / Ministry of Environment and Forests.
 
 18.  TECHNOLOGY ABSORPTION AND INNOVATION
 
 a) The form for disclosure of particulars with respect to Technology
 Absorption in Form B is attached as Annexure A to this report.
 
 b) The Company has carried out 41 numbers of logic/structural
 modifications in plants located at Toranagallu, which has resulted in
 enhanced plant performance and has achieved remarkable PLF of 95.93%.
 
 20.  PARTICULARS OF EMPLOYEES
 
 In terms of the provisions of Section 217(2A) of the Companies Act,
 1956 (Act) read with the Companies (Particulars of Employees) Rules,
 1975, as amended, the names and other particulars of the employees are
 set out in the Annexure to the Directors Report.
 
 However, having regard to the provisions of Section 219(1)(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 interested in obtaining such particulars may write
 to the Company Secretary at the Registered Offce / Corporate Offce of
 the Company.
 
 21.  SEARCH AND SEIZURE OPERATIONS BY INCOME-TAX AUTHORITIES
 
 The Income-Tax Authorities carried out a search and seizure operations
 at certain locations of the Company and some of its Subsidiary
 Companies in March 2011. The Company co-operated with the authorities
 and various statements were recorded during the course of these
 operations. The Company informed the stock exchanges about the search
 and seizure operations by the Income-Tax Authorities.
 
 The Company has not received any communication from the Income-Tax
 Authorities till date regarding documents seized during the search
 proceedings having any potential financial or tax implications on the
 Company. No notice has been received from the Income-Tax authorities
 till date. The Income-Tax Authorities are yet to conclude the search
 and seizure proceedings on the Company.
 
 22.  GROUP COMING WITHIN THE DEFINITION OF GROUP AS DEFINED IN THE
 MONOPOLIES AND RESTRICTIVE TRADE PRACTICES ACT, 1969 (MRTP)
 
 Persons constituting group as defned under the MRTP for the purpose
 of Regulation 3(1)(e)(i) of the Securities and Exchange Board of India
 (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, as
 amended from time to time, include, those given in Annexure B which
 is attached herewith and forms part of this Annual Report.
 
 23.  ACKNOWLEDGEMENTS
 
 Your Directors would like to express their appreciation for the
 co-operation and assistance received from the Government authorities,
 the financial institutions, banks, vendors, customers, debenture holders
 and shareholders during the year under review.  Your Directors also
 wish to place on record their deep sense of appreciation for the
 committed services by all the employees of the Company.
 
                        For and on behalf of the Board of Directors
 
 Place: Mumbai                                        Sajjan Jindal
 
 Date: 28th April, 2011                Chairman & Managing Director