The Directors have pleasure to present the 31st ANNUAL REPORT on the
 business and operations of your company together with the Audited
 Statement of Accounts for the year ended March 31, 2012.
 
 FINANCIAL RESULTS                          (Rs. in billion)
 
                                     2011-2012        2010-2011
 
 Total Revenue                          31.43           29.85
 
 Profit before Depreciation              2.72            3.03
 
 Less: Depreciation                      0.48            0.46
 
 Profit before Tax                       2.24            2.57
 
 Less: Provision for Tax                 0.59            0.66
 including Deferred Tax
 
 Net Profit after Tax                    1.65            1.91
 
 Add: Surplus brought                    6.13            4.87
 forward from previous year
 
 Profit available for                    7.78            6.78
 appropriation:
 
 APPROPRIATIONS :
 
 Transfer to General                     0.30            0.30
 Reserve
 
 Transfer to Debenture                   0.07            0.09
 Redemption Reserve
 
 Proposed Dividend on                    0.23            0.23
 Equity Shares
 
 Corporate Tax on                        0.03            0.03
 Proposed Dividend
 
 Balance carried to Balance              7.15            6.13
 Sheet
 
 TOTAL                                   7.78            6.78
 
 
 DIVIDEND
 
 Your Directors are also pleased to recommend dividend for the year
 ended March 31, 2012 @ Rs 1.50 (75%) per equity share of Rs2 each
 considering overall profitability and growth of Company.
 
 FINANCIAL & OPERATIONS REVIEW
 
 The gross revenue of the Company grew by 5.3% to Rs 31.43 billion (USD
 614 million) as against Rs 29.85 billion (USD 584 million) in the
 previous year. Total Export Turnover (including overseas projects) was
 Rs 9.10 billion (USD 178 million) or approx.29% of revenues in 2011-12.
 
 The net profit for the year stood at Rs 1.65 billion (USD 32 million) as
 against Rs 1.91 billion ( USD 37 million) in 2010-11.
 
 Your company has supplied 130,903 MTs of Transmission Line Towers as
 against 129,217 MTs in preceding year, which is higher by 1.3%.
 
 Your company has an order book of over Rs 61 billion (USD 1.17 billion)
 excluding fairly placed bids.
 
 Having 108,000 MTs of production capacity at Gandhinagar, Gujarat, your
 company has planned to expand its capacity by further 30,000 MTs by
 creating ultra modern state of the art manufacturing capacity near
 Raipur in the state of Chhattisgarh to cater the demand in eastern and
 southern region of India having promising market going forward. It is
 expected to achieve the Commercial Production by October, 2012.
 
 Transmission BOOT Project
 
 Company has successfully completed and commissioned its first
 transmission BOOT project in the month of March, 2012, which was under
 SPV namely, Jhajjar KT Transco Pvt. Ltd. It is first state level DBFOT
 project, which is completed by your company in joint venture.
 
 The project was completed in record time of 15 months, overcoming all
 site level execution challenges. SPV has initial concession period of
 25 years with an options of extension for another 10 years. The SPV
 will receive terminal value equivalent to 30 months revenue i.e.
 approx. Rs 1.35 billion at the end of 25th year of concession period in
 case the concession period does not get extended to 35 years.
 
 SUBSIDIARIES
 
 JMC Projects (India) Ltd. & its subsidiaries (JMC):
 
 JMC has reported consolidated revenue of Rs 20.83 billion (USD 407
 million) as against Rs 13.83 billion (USD 270 million), which is 51%
 higher than the previous year. Profit before tax as well as profit
 after tax stood at Rs 576 million and Rs 452 million as against Rs 476
 million and Rs 355 million respectively.
 
 JMC is executing 2 DBFOT basis road project for NHAI and also in
 receipt of two more DBFOT basis projects during reporting period which
 are 1. BOT Road project from Nagpur to Wainganga on Toll basis in
 Maharashtra for NHAI & 2. BOT Road project - 4 Laning of Rewa- MP /UP
 Border on NH7 Road in Madhya Pradesh for NHAI
 
 JMC has a strong order book exceeding Rs 56 billion (USD 1.09 billion).
 The company has invested Rs 2.19 billion and holds 67.19% stake in JMC.
 
 Shree Shubham Logistics Ltd (SSLL):
 
 In reporting period, SSLL has achieved a turnover of Rs 2.04 billion as
 against Rs 1.36 billion, registering a growth of 49%.  SSLL reported
 profit of Rs 32 million as against Rs 24 million.
 
 SSLL has done financial closure of its 2nd phase of expansion in
 Rajasthan, Madhya Pradesh and Maharashtra at cost of around Rs 2.80
 billion, which is expected to be over by June, 2013.
 
 At the year end, investment of your company in SSLL was Rs 1.35 billion
 as equity shares, preference share capital and loan. SSLL is an 85%
 Subsidiary of your company.
 
 Energylink (India) Ltd (ELL):
 
 ELL plans to foray into real estate business and for which EIL has 100%
 subsidiary named, Saicharan Properties Limited which has land to
 implement commercial cum retail project in Indore. This project is
 expected to commence construction in 2013.
 
 At the year end, investment of your company in ELL was Rs 1.53 billion
 as capital and loan. ELL is a Wholly Owned Subsidiary of your company.
 
 Amber Real Estate Ltd. (Amber):
 
 Amber is in process of creating leasing space for IT/Software
 Technology park at Thane, Mumbai is expected to be completed by June,
 2012. At year end, investment of your company in Amber was Rs 523
 million as capital and loan and it is a Wholly Owned Subsidiary of your
 company.
 
 Adeshwar Infrabuild Ltd. (Adeshwar):
 
 Adeshwar was incorporated as wholly owned subsidiary to venture into
 new areas of business which can be conveniently or advantageously run
 by company in the coming years which may include mining, cement etc. At
 the year end, investment of your company in Adeshwar was Rs 2.55 million
 as capital and loan. It is a Wholly Owned Subsidiary of your company.
 
 Jhajjar Power Transmission Private Ltd.(JPTPL)
 
 JPTPL was incorporated as a subsidiary company for doing transmission
 project on BOOT, BOOM, DBFOT basis. At the year end, investment in
 JPTPL was Rs 0.51 lacs as share capital.  JPTPL is an 51% subsidiary of
 your company.
 
 Kalpataru Power Transmission-USA, INC.
 
 This company was incorporated as a 100% subsidiary of your company to
 increase its focus on American markets with local presence. Total
 income of the company for the year was Rs 117 million with profit of Rs
 1.08 million. Your company has invested Rs 22.8 million as capital and
 loan in this company.
 
 Kalpataru SA (Proprietary) Ltd.:
 
 This Company was formed in South Africa to bid for EPC Power
 Transmission jobs in South Africa. During the year, this Company become
 wholly owned subsidiary of your Company on purchase of shares from
 erstwhile JV partner. Your company made investment of Rs 6.4 million
 towards equity capital and other expenses.
 
 Kalpataru Power Transmission Nigeria Ltd.:
 
 This Company was incorporated as a 100% subsidiary of your Company to
 explore the Power Transmission market in Nigeria. Your company made an
 investment of Rs 7.6 million towards equity capital and loan.
 
 Kalpataru Power Transmission (Mauritius) Ltd.(KPTML):
 
 This Company is a 100% subsidiary, in which your Company has invested Rs
 17 million as capital and loan.
 
 During the year, this Company has incorporated a 100% wholly owned
 subsidiary in Dubai, namely Kalpataru Power JLT in DMCC of UAE, in
 which KPTML has invested Rs 14 million as capital and loan.
 
 Kalpataru Power Transmission Netherland International BV:
 
 This company is incorporated as 100% subsidiary of your Company, in
 which your company has invested Rs 1.2.million as capital and loan.
 
 STATEMENT OF DIRECTORS'' RESPONSIBILITY
 
 Pursuant to requirement under Section 217(2AA) of the Companies Act,
 1956, Directors based on representations received from Operating
 Management, confirm:
 
 (i) That in the preparation of the annual accounts for the financial
 year ended March 31, 2012, the applicable accounting standards had been
 followed;
 
 (ii) That Directors had 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 of
 the company for the year;
 
 (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;
 
 (iv) That the Directors had prepared the annual accounts for the
 financial year ended March 31, 2012 on a going concern basis.
 
 Corporate Governance
 
 As per Clause 49 of listing agreement with the Stock Exchanges, a
 separate section on Corporate Governance and Management Discussion and
 Analysis, confirming compliance is set out in Annexure forming part of
 this report.
 
 Your company has been practicing principles of good corporate
 governance over the years. Your Board of Directors supports broad
 principles of corporate governance. In addition to basic governance
 issues, Board lays strong emphasis on transparency, accountability and
 integrity.
 
 DIRECTORS
 
 In accordance with provisions of the Companies Act, 1956 and the
 Articles of Association of your company, Mr. Vimal Bhandari, Mr.
 Narayan Seshadri, Mr. Parag Munot are liable to retire by rotation at
 ensuing Annual General Meeting and being eligible they have offered
 themselves for re-appointment.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 Your Directors have pleasure in attaching the Audited Consolidated
 Financial Statements pursuant to Listing Agreement entered into with
 the Stock Exchanges and prepared in accordance with Accounting
 Standards prescribed by the Institute of Chartered Accountants of
 India.
 
 SUBSIDIARIES
 
 In accordance with the general circular issued by the Ministry of
 Corporate Affairs, Government of India, the Balance Sheet, Profit and
 Loss Account and other documents of the subsidiary companies are not
 being attached with the Balance Sheet of the Company. The Company will
 make available the Annual Accounts of the subsidiary companies and the
 related detailed information to any member pf the Company who may be
 interested in obtaining the same. The annual accounts of the subsidiary
 companies will also be kept open for inspection at the Registered
 Office of the Company and that of the respective subsidiary companies.
 The Consolidated Financial Statements presented by the Company include
 the financial results of its subsidiary companies and jointly
 controlled entities.
 
 AUDITORS AND AUDITORS'' REPORT
 
 Board of Directors have recommended appointment of M/s.  Deloitte
 Haskins & Sells, Chartered Accountants as auditors of your company who
 retire at the conclusion of forthcoming Annual General Meeting and are
 eligible for re-appointment.
 
 M/s. Deloitte Haskins & Sells, Chartered Accountants have given their
 consent to act as auditors, if re-appointed.  Members are requested to
 consider their re-appointment.  Auditors comments on your company''s
 accounts for year ended March 31, 2012 are self explanatory in nature
 and do not require any explanation as per provisions of Section 217(3)
 of the Companies Act, 1956.
 
 COST AUDITORS:
 
 M/s. K.G. Goyal & Associates, Cost Accountants has been appointed as
 Cost Auditor of the Company in compliance with Central Government''s
 order F. No.52/26/CAB-2010 dtd.
 
 02/05/2011 and 30/06/2011, Notification No.G.S.R.429(E) dtd. 03/06/2011
 and Circular No.15/2011 issued by Ministry of Corporate Affairs for
 conducting cost audit and issuance of compliance report respectively
 under the provisions of section 233B of the Companies Act, 1956 for the
 financial year 2011-12.
 
 PARTICULARS OF EMPLOYEES
 
 In terms of provisions of Section 217(2A) of the Companies Act, 1956,
 read with the Companies (Particulars of Employees) Rules, 1975, as
 amended, names and other particulars of employees are required to be
 set out in Annexure to the Directors'' Report. However, as per
 provisions of Section 219(1)
 
 (b)(iv) of the said Act, the Annual Report excluding aforesaid
 information is being sent to all the Members of company and others
 entitled thereto. Members who are desirous of obtaining such
 particulars are requested to write to company.
 
 CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 INFLOW & OUTFLOW
 
 Information required under Section 217(1)(e) of the Companies Act, 1956
 is annexed hereto and forms part of this Report.
 
 DEPOSITS
 
 Your company has not accepted deposits from the public within
 provisions of Section 58-A and 58-AA of the Companies Act, 1956.
 
 ACKNOWLEDGEMENT
 
 Your Directors wish to place on record their gratitude to the
 shareholders of the Company, Banks, Financial Institutions, valued
 Customers, Suppliers, and Business Associates for their support and
 confidence in the Company.
 
 Your Directors gratefully appreciate the co-operation and assistance
 extended by various Central and State Governmental Agencies. Your
 Directors also place on record their appreciation for overwhelming
 co-operation and assistance extended to your company by its employees.
 
                             On behalf of the Board of Directors
 
 Place: Mumbai                                 MOFATRAJ P. MUNOT
 
 Date: May 21 , 2012                                    CHAIRMAN