The Directors take pleasure in presenting the Thirty Sixth Annual
 Report on business and operations of the company along with the Audited
 Statement of Accounts for the financial year ended 31st March, 2011.
 
 FINANCIAL RESULTS
 
 Performance of the company, on stand alone basis, for the financial
 year ended 31st March, 2011 is as summarized below:
 
                                                    (Rs. in Million)
 
                                              2010-11       2009-10
 
 Gross Turnover                                24,608        20,633
 
 Profit before tax                              1,674         1,444
 
 Provision for taxation including 
 deferred tax                                    (565)         (525)
 
 Profit after tax                               1,109           919
 
 Excess/(Short) Provision of Taxes for 
 earlier years                                    -              (9)
 
 Balance b/f from previous year                 2,461         1,741
 
 Balance in Profit & Loss A/c of 
 Amalgamating company                             -               6
 
 Profit available for appropriation             3,570         2,657
 
 Proposed dividend                                123            82
 
 Tax on proposed dividend                          20            14
 
 Transfer to General Reserve                      120           100
 
 Transfer to Debenture Redemption Reserve         604            -
 
 Balance carried to Balance Sheet               2,703         2,461
 
 PERFORMANCE HIGHLIGHTS
 
 - Gross turnover for the year under review increased by 19.26% to
 Rs.24,608 million, as against Rs.20,633 million, during the previous
 year.
 
 - Profit after tax grew by 20.66% to Rs.1,109.09 million as against
 Rs.919.17 million, in the previous year.
 
 - During the year, record supply of towers and structures at 150,985
 MT, as against 118,555 MT in the previous year, was achieved by the
 company.
 
 - Order backlog at the end of the year was at Rs.43,270 million as
 compared to Rs.41,000 million at the end of the previous year.
 
 - The company is in the final stage of completing a 1,000 Km long, 500
 kV High Voltage Direct Current transmission line project for a private
 sector client in India in a record time.
 
 - Despite experiencing challenges in execution of the first contract in
 South Africa, companys subsidiary has secured two more contracts from
 the same customer. These contracts are progressing satisfactorily. The
 company is now on firm ground in this emerging African market.
 
 DIVIDEND
 
 Your Directors recommend a dividend of Rs.1.10 per share for the year
 ended 31st March, 2011 on 8,21,33,540 equity shares of Rs. 2 each.
 
 In addition, your Directors also recommend a special dividend of
 Re.0.40 per share for the company crossing Rs.100 crores net profit for
 the first time. Thus, total dividend recommended for the year ended
 31st March, 2011 is Rs.1.50 per share.
 
 In the previous year, the company paid a dividend of Re.1 per equity
 share of Rs. 2 each.
 
 SHARE CAPITAL AND LISTING OF SHARES
 
 During the year under review, your company allotted 121,700 equity
 shares of Rs. 2 each to its employees against exercise of options
 granted to them under Employees Stock Option Scheme.
 
 During the year, your company issued and allotted 10,072,005
 Non-Convertible Debentures of face value of Rs.120 each aggregating to
 Rs.1,208.64 million with 20,144,010 Detachable Warrants on Rights
 basis.
 
 The proceeds of the Rights Issue have been utilized towards the
 repayment / pre-payment of working capital loans obtained from banks.
 
 The securities of the company are listed and traded in compulsory
 dematerialized form on the Bombay Stock Exchange Limited and the
 National Stock Exchange of India Limited. Your company has paid the
 Annual Listing fees to the Stock Exchanges and Depositories.
 
 SUBSIDIARY COMPANIES
 
 During the year under review, your company has formed 100% wholly owned
 subsidiary company viz. Jyoti Holdings Inc. in United States of America
 and formed a step down subsidiary company viz. Jyoti Americas LLC.
 Jyoti Americas LLC is setting up an ultra-modern tower manufacturing
 facility near Houston, Texas. The facility will have a production
 capacity of 3,000 MT per month on two shift basis.
 
 In view of the general exemption granted by the Ministry of Corporate
 Affairs from applicability of the provisions of Section 212 of the
 Companies Act, 1956 (Act), the stand alone audited financial statements
 of the subsidiary companies are not attached to this report. As per the
 general exemption, a statement containing brief financial details of
 the companys subsidiaries for the year ended 31st March, 2011 is
 included in the Annual Report.
 
 Copies of annual report of the subsidiary companies and related
 information, will be made available free of cost to the shareholders,
 on request.
 
 Annual Accounts of the subsidiary companies are available for
 inspection at registered office of the company.
 
 Audited Consolidated Financial Statements prepared in accordance with
 prescribed accounting standards, form part of this Annual Report.
 
 DIRECTORS
 
 In accordance with provisions of Section 260 of the Act, effective 1st
 November, 2010 Mr. T. C. Venkat Subramanian was co-opted as an
 additional director of the company. The company has received requisite
 notice in writing from a member proposing his candidature for the
 office of Director.
 
 In accordance with provisions of the Act and that of Articles of
 Association of the company, Mr. S. D. Kshirsagar and Mr. G. L.
 Valecha, Directors of the company, retire by rotation and being
 eligible, offer themselves for re-appointment.
 
 Brief profiles of Mr. T.C. Venkat Subramanian and Directors seeking
 re-appointment form part of Report on Corporate Governance.
 
 The Board of Directors recommends the appointment / re-appointments of
 all the above Directors at the ensuing general meeting.
 
 AUDITORS AND AUDITORS REPORT
 
 M/s. R. M. Ajgaonkar & Associates, statutory auditors of the company
 retire and offer themselves for re-appointment as statutory auditors of
 the company, pursuant to Section 224 of the Companies Act, 1956.
 
 Auditors comments on your companys accounts for the year ended 31st
 March, 2011 are self-explanatory in nature and do not require any
 explanation as per provisions of Section 217 (3) of the Companies Act,
 1956.
 
 DEPOSITS
 
 The company has not accepted any deposits within the meaning of Section
 58 A of the Act, during the year under review.
 
 PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956
 
 The information required under Section 217 (2A) of the Companies Act,
 1956 read with the Companies (Particulars of Employees) Rules, 1975
 forms part of this report. However, as per the provisions of Section
 219 (1) (b) (iv) of the Act, the report and accounts are being sent
 excluding the statement containing the particulars to be provided under
 Section 217 (2A) of the Act. Any member interested in obtaining such
 particulars may write to Company Secretary for a copy thereof.
 
 A Statement pursuant to 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 forms part of this report, as Annexure.
 
 CORPORATE GOVERNANCE
 
 Pursuant to Clause 49 of the Listing Agreement, the Managements
 Discussion and Analysis, the Corporate Governance Report, together with
 Auditors Certificate on compliance with the conditions of Corporate
 Governance as laid down, forms part of this report, as an Annexure.
 
 CODE OF CONDUCT
 
 Your company is committed to conducting its business in accordance with
 the applicable laws, rules and regulations and the highest standards of
 business ethics. In recognition thereof, the Board of Directors have
 implemented a Code of Conduct for adherence by the Directors and Senior
 Management Personnel of the company. This helps in dealing with ethical
 issues and also in fostering a culture of accountability and integrity.
 
 CORPORATE SOCIAL RESPONSIBILITY (CSR)
 
 Occupational Health & Safety and Environmental Policy
 
 Your company accords high priority to Environment, Health & Safety and
 have adopted Occupational Health & Safety (OH&S) and Environmental
 Policies
 
 - to improve the safety of employees and contractors;
 
 - to make the organisation a safe work place; and
 
 - to comply with environmental standards and legislations.
 
 All the manufacturing units have received certificate for ISO:1401:2004
 and all units have been awarded OHSAS:18001:2007 certification for
 health and safety system.
 
 Across all locations, safety standards and procedures are in place to
 ensure safety of man & machines.
 
 Social Welfare and Community Development
 
 Your company is committed to CSR and continues to support the following
 social welfare and community development measures:
 
 - development of village roads;
 
 - maintenance of parks;
 
 - providing water supply connections to villagers;
 
 - imparting training and providing employment to locals; and
 
 - organizing blood donation camps.
 
 EMPLOYEES STOCK OPTION SCHEME
 
 Pursuant to the provisions of the Securities and Exchange Board of
 India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
 Guidelines, 1999 as amended, the details of Stock Options as on 31st
 March, 2011 under the Jyoti Structures Limited Employees Stock Option
 Scheme form part of this report, as Annexure.
 
 To attract, reward, motivate, retain and to remain competitive in the
 talent market, your company plans to introduce Employees Stock Option
 Scheme - 2011. Details of the scheme are provided in the accompanying
 notice.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 As stipulated in section 217 (2AA) of the Companies Act, 1956, your
 Directors subscribe to the Directors Responsibility Statement and
 confirm that:
 
 i in the preparation of the annual accounts, the applicable accounting
 standards have been followed along with proper explanations relating to
 material departures;
 
 ii 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 at the end of the financial year and of the profit or
 loss of the company for that period; 
 
 iii the Directors have taken proper and sufficient care of the
 maintenance of adequate accounting records in accordance with the
 provisions of this Act for safeguarding assets of the company and for
 preventing and detecting fraud and other irregularities;
 
 iv the Directors have prepared the annual accounts on a going concern
 basis.
 
 ACKNOWLEDGEMENTS
 
 Your Directors would like to acknowledge contribution and place on
 record their sincere appreciation of the continued support and
 co-operation received from all stakeholders including customers,
 shareholders, suppliers, bankers and financial institutions.
 
 The Directors recognize and appreciate the efforts and hard work of all
 the employees of the company and their continued
 contribution to success of your company.
 
                                      For and on behalf of the Board
 
                                                    S. D. KSHIRSAGAR
 
                                                            Chairman
 Mumbai; 27th May, 2011