Directors'' Report to the Shareholders
 
 The Directors have pleasure in presenting their 27 Annual Report and
 Accounts for the year ended 31 March, 2011.
 
 Financial Results
 
 Financial Results                      2010- 2011          2009-2010
 
 Gross Sales & Income                2,327,564,745      1,663,283,240
 
 Profit before Depreciation, 
 Interest and Income - tax             212,699,328        184,792,869
 
 Less : Depreciation                    14,416,495         13,709,143
 
 Less : Interest                        75,436,235         85,536,548
 
 Profit before Income Tax              122,846,598         85,547,178
 
 Less : Provision for Income Tax        37,734,251         26,355,824
 
 Less : Fringe Benefit Tax
 
 Add / (Less) : Deferred Tax             3,856,881          4,343,305
 
 Less : Prior period taxes              12,479,508                  -
 
 Net Profit for the year                68,775,958         54,848,049
 
 Add : Balance as per last year        483,391,750        428,543,701
 
 Amount available for appropriation    552,167,708        483,391,750
 
 General Reserve                         1,000,000          1,000,000
 
 Equity Shares                          12,247,197         12,247,197
 
 Proposed Dividend                      12,247,197                  -
 
 Corporate Dividend Tax                  1,986,802                  -
 
 Balance carried forward to 
 Balance Sheet                         536,933,709        482,391,750
 
 1.  Review of Operations
 
 The Company reported the total net sales turnover amounting to Rs.
 22964.25 lacs as compared to Rs.  16231.71 lacs in previous year giving
 a growth of 41.47% approx. The profit after tax was higher by 25.39% at
 Rs. 687.76 lacs as compared to Rs. 548.48 lacs in previous year. During
 the current year, your Company expects to clock a reasonable turnover
 out of operations from abroad/overseas. The Company has adequate
 resources and is working with sole objective of providing quality
 products at reasonable and competitive prices as well as satisfying the
 interests of all the stakeholders of the Company.
 
 The Company is projecting a growth target of approx. 30 % in the total
 sales turnover for the financial year 2011-12.
 
 2. Dividend
 
 During last two years your Company thought it more prudent to preserve
 cash and not pay dividend in the business interest of the Company.
 However your Directors now recommend the declaration of dividend @ 10%
 for the year ended 31st March, 2011. The total cash outflow on account
 of this dividend payment including dividend distribution tax is around
 Rs.142 lacs.
 
 3. Year in Retrospect/Performance
 
 The Gross sales and other income for the financial year under review
 are Rs. 23275.64 lacs as against Rs. 16632.83 lacs for the previous
 financial year registering an increase of 39.93%. Similarly the profit
 before tax and extra ordinary items (after interest and depreciation
 charges) is Rs. 1228.46 lacs for the financial year under review as
 against Rs. 855.47 lacs for the previous financial year, improved by
 43.60% .
 
 The mindset across the Company of being quality conscious is gaining
 momentum and your Company seems to be benefited out of it largely on
 account of its primary motive of Quality adherence irrespective of
 price being offered for various contracts. Your Company has been a
 pioneer in delivering quality services and timely completion of
 projects and on certain occasions ahead of time as well. This approach
 of your Company has enabled your Company to command premium in
 industry, despite competition. Awarding of contract in Bangladesh
 supports our theory of Quality consciousness and its recognition abroad
 as well.  The company is now intending to further explore the
 possibilities in other countries on international arena .
 
 Your Company continuted its on-going effort to increase all-round
 efficiency and reduce cost which will help retain the margins largely
 even in tough times without affecting its work force as well.
 
 In view of its endeavor of foraying into other areas germane or not
 germane to existing area of operations the Company expects to be able
 to draw the line of action of foraying into Road Sector and Power
 Transmission Sector.
 
 4. Transfer to General Reserve
 
 Your Company has transferred Rs. 10 lacs to General Reserves during the
 financial year 2010 -11 in line with previous year.
 
 5. Public Deposits
 
 During 2010 -11, your Company has not accepted any deposits from the
 public within the meaning of the provisions of Non Banking Financial
 Companies (Reserve Bank) Directions, 1998.
 
 6. Directors
 
 Shri Kamal Kishore Agarwal, Director and Shri Neeraj Kumar Singh,
 Director retire by rotation at the forthcoming Annual General Meeting
 of the Company and being eligible, offer themselves for re-appointment.
 Shri Mahendra Kumar Khanna, retired IAS, who was appointed to act as
 Additional cum Independent Director during the year under review has
 been proposed to be appointed under the provisions of Section 257 of
 the Act whose office shall be liable to determination of directors to
 be liable to retire by rotation. In view of the requirements of Section
 257 of the Companies Act, 1956 whereby he was appointed as Additional
 Director w.e.f. April 29, 2011, his term will expire at the ensuing
 Annual General Meeting and your board has decided for his candidature
 under the provisions of Section 257 of the Act and accordingly a
 resolution confirming appointment and proposals for re-appointment of
 Directors retiring by rotation is proposed in notice of AGM. It is
 pertinent to state here that notice of his appointment has been
 received from a member intimating his intention to propose the
 appointment of Mr. M. K. Khanna as a Director at the ensuing Annual
 General Meeting.
 
 7. Auditors & Their Report
 
 M/s Amit Goel & Co., Chartered Accountants, Jaipur who were appointed
 to act as Statutory Auditors retire and are eligbile for
 re-appointment. The Auditors have confirmed that they have undergone
 the peer review process of the Institute of Chartered Acountants of
 India (ICAI) and hold a valid certificate issued by the ''Peer Review
 Board'' of ICAI. The observations of the Auditors in their Report on
 Accounts read with the relevant notes are self-explanatory. It is
 pertinent to state here that the Auditor''s Report does not contain any
 qualification.
 
 8.  Human Resource and Particulars of Employees
 
 Your Company strongly believes that its ability to maintain and
 continue its growth depends largely on its strength of attracting,
 developing, motivating and retaining the talent. Therefore it is the
 endeavor of your Company to nurture and develop this wealth.
 
 a) Industrial Relations
 
 During the financial year under review, harmonious industrial relations
 were maintained in your Company.
 
 b) Trainings for development of Human Resources
 
 During the financial year under review, your company has deputed some
 employees on certain training programmes whenever needed. Besides that
 your Company has also conducted induction training under ISO provisions
 to various employees time to time.
 
 The Board of Directors wishes to express their appreciation to all the
 employees for their outstanding contribution to the operations of the
 Company during the year.
 
 Information as per Section 217 (2A) of the Companies Act, 1956 read
 with the Companies (Particulars of employees) rules, 1975 as amended is
 not required to be furnished since the Company does not have any
 employee who drew remuneration either in whole or for a part of the
 year that attracts disclosure requirements as per aforesaid section,
 henceforth no information is being furnished.
 
 Conservation of Energy Etc.
 
 Information 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, particulars of energy conservation,
 technology absorption, foreign exchange earnings and outgo are annexed
 as Annexure and forms part of the Annual Report.
 
 9.  Directors'' Responsibility Statement
 
 Pursuant to the requirement of Section 217 (2AA) of the Companies Act,
 1956 and based on the confirmations received from the concerned
 officers, the Directors state that :
 
 In the preparation of the Annual Accounts, the applicable accounting
 standards have been followed along with proper explanation relating to
 material departures in the financial statement ;
 
 The accounting policies have been selected and applied consistently and
 judgements and estimates made 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 & Loss of the Company for the
 financial year ended 31st March, 2011 ;
 
 Proper and sufficient care has been taken for maintenance of adequate
 accounting records in accordance with the provisions of the said Act
 for safeguarding the assets of the Company and for preventing and
 detecting fraud and other irregularities ; and
 
 The annual accounts have been prepared on a going concern basis.
 
 Material Changes and Commitments
 
 There were no material changes and commitments, affecting the financial
 position of the company that have occurred between the end of the
 financial year of the Company and the date of signing of this Report.
 
 10. Depository System
 
 The Members are aware that the shares of the Company are traded in
 dematerialized/electronic form. As on 31st March, 2011, 95.64 % of the
 Company''s total paid up capital representing 11,713,593 no. of equity
 shares are in demat form. In view of the numerous advantages offered by
 the Depository system, members holding shares in physical mode are
 advised to avail of this facility on either of the Depositories.
 
 11. Corporate Governance Voluntary Guidelines
 
 Your Company stands committed to good corporate
 governance-accountability, transparency, disclosures and independent
 supervision to increase the value of stakeholders. The Company is
 committed to transparency in all its dealings with shareholders,
 employees, the creditors, the government and other parties and places
 high emphasis on business ethics.
 
 Your Company''s basic philosophy of Corporate Governance in the Company
 is to achieve business excellence and increasing long-term shareholder
 value, keeping in view the interest of Company''s stakeholders.
 
 Your Company is in compliance with the requirements of the guidelines
 on Corporate Governance stipulated under clause 49 of the listing
 agreement existing as of 31st March 2011.
 
 The Report on Corporate Governance and certificate of Statutory
 Auditors dt. 3rd September, 2011 regarding compliance of the conditions
 of Corporate Governance as stipulated in Clause 49 of the Listing
 Agreement is being annexed to this Directors'' Report. By complying with
 the provisions of the Companies Act, 1956 and clause 49 of the Listing
 Agreement, the Company is complying with major clauses of the Corporate
 Governance Voluntary Guidelines, 2009.
 
 Ministry of Corporate Affairs has also released a set of voluntary
 guidelines on Corporate Social Responsibility (CSR) in December, 2009.
 The Company is analyzing the guidelines laid down and shall soon be
 coming with a detailed policy to the effect and shall adopt same with
 /without modifications before same has been made mandatory to keep the
 true spirit of guidelines intact.
 
 A report on Corporate Governance pursuant to the provisions of Clause
 49 of Listing Agreement supported by a certificate given by the
 Statutory Auditors of the Company confirming compliance of conditions
 form part of this Annual Report as Annexure .
 
 12. Code of Conduct
 
 A declaration by the Chairman and Managing Director regarding annual
 affirmation of compliance of the Code by all concerned Directors and
 Senior Management Personnel is annexed to the Report on Corporate
 Governance.
 
 13.  Internal Control System
 
 M/s Prakash Sachin & Co, Chartered Accountants based at New Delhi are
 working as Internal Auditors of the Company. The detailed report of
 internal auditors is presented to Management and an executive summary
 containing significant issues of repetitive nature, affecting the
 Company substantially in financial terms, non compliance with any
 Statutory laws are presented to top management on quarterly basis for
 necessary directions thereon.
 
 14.  Statutory Disclosures
 
 Pursuant to clause 49 of the listing agreement as entered with Stock
 Exchanges, a Report on Corporate Governance and a certificate as
 obtained from the Statutory Auditors confirming compliance thereof, is
 provided in Annexure forming part of this Report.
 
 15. Audit Committee
 
 The audit committee meets at due intervals to conduct the required
 business. At present the committee comprises of Mr. N. K. Singh
 (Chairman), Mr. S. K. Khanna, Mr. K. K. Agarwal and Mr. Shanti Narain,
 all Non-Executive and Independent directors.
 
 16.  Depository System
 
 The Shares of your Company are being traded in Demat form only. Your
 Company has got the necessary connectivity with both the Depositories
 i.e National Securities Depository Limited (NSDL) and Central
 Depository Services (India) Limited (CDSIL). All the members who are
 holding shares in physical form are hereby requested, keeping in view
 the enormous benefit of Demat form, to get their shares dematerialised
 on either of the Depositories. Further in view of Securities and
 Exchange Board of India norms, M/s MCS Limited, F - 65, 1st Floor,
 Okhla Industrial Area, Phase - I, New Delhi 110 020 has been appointed
 as its Registrar and Share Transfer Agent, who is handling both
 physical as well as electronic share work in order to provide better
 services.
 
 17. Safety, Health and Environment (SHE) Measures
 
 Your Company tries to maintain a healthy environment, health and safety
 management policy and comply with all the legal compliances. The
 Company is on continuous endeavor to conserve its natural resources viz
 water and power
 
 18. Subsidiaries
 
 Your Company does not have any subsidiary.
 
 19.  Cash Flow Analysis
 
 In compliance with the provisions of clause 32 of the Listing
 Agreement, the Cash flow statement for the financial year ended
 31.03.2011 is annexed hereto.
 
 20.  Management Discussion & Analysis
 
 Management Discussion & Analysis report covering issues relating to
 industry structure, opportunities, challenges, outlook and performance
 etc. has been given separately and form part of this Annual Report as
 Annexure.
 
 Acknowledgments
 
 Your Directors take this opportunity to thank and acknowledge the
 Financial Institutions, Banks, Government Authorities including Central
 and State, Dealers, Suppliers, Business Associates, Regulatory
 Authorities, Stock Exchanges and the Company''s valued customers for
 their continued assistance and cooperation and the esteemed
 shareholders for their trust and support including Joint Venture
 Partners/Associates and specially the Government of Bangladesh for
 bestowing an opportunity to your Company to prove its mettle in
 International border.
 
 The Directors also wish to acknowledge the committed and dedicated team
 of Kalindee whose unstinted hard work, efforts and ideas have taken the
 Company on a path of steady growth and development.
 
 Place : New Delhi
 
 Date : September 3, 2011
 
                              For Kalindee Rail Nirman (Engineers) Ltd
 
                                 By order of the Board of Directors
 
                                                    Sd/-
 
                                               R. D. Sharma
 
                                      Chairman cum Managing Director