The Directors have pleasure to present the 30th ANNUAL REPORT on the
 business and operations of your company together with the Audited
 Statement of Accounts for the year ended March 31, 2011.
 
                                        2010-2011        2009-2010
 
 PARTICULARS                      (Rs. in billion) (Rs. in billion)
 
 FINANCIAL RESULTS
 
 Total Revenue                              29.85            27.13
 
 Profit before Depreciation                 3.03             2.66
 
 Less: Depreciation                          0.46             0.38
 
 Profit before Tax                          2.57             2.28
 
 Less: Provision for Tax                     0.69             0.56
 
 Less: Provision for deferred Tax           (0.03)            0.01
 
 Net Profit after Tax                       1.91             1.71
 
 Add: Surplus brought forward from 
 previous year                               4.87             3.76
 
 Add: Prior years adjustments                  -                -
 
 Profit available for appropriation          6.78             5.47 
 
 APPROPRIATIONS :
 
 Transfer to General Reserve                 0.30             0.25
 
 Transfer to Debenture Redemption Reserve    0.09             0.09
 
 Proposed Dividend on Equity Shares          0.23             0.23
 
 Corporate Tax on Proposed Dividend          0.03             0.03
 
 Balance carried to Balance Sheet            6.13             4.87
 
                                             6.78             5.47
 
 DIVIDEND
 
 Your Directors are pleased to recommend payment of dividend for the
 year ended March 31, 2011 @ Rs.1.50 (75%) per equity share of Rs.2 each
 considering overall prefi bility and growth of Company.
 
 QIB Issue and Sub-division of Shares:
 
 Fuel the growth plan of the Company and its subsidiaries, Company has
 raised Rs.4.50 billion on issuance of 4,192,114 Equity Shares to
 Qualifi ed Institutional Buyers (QIB) at a price of Rs.1,074.20 per
 share. As per the object of the QIB issue the QIB Fund is mainly used
 investment in subsidiary companies, SPV company, Capital Expenditure,
 stratagic diversifi cation/ investment and unutilised funds are
 temporarily invested in Mutual Funds and Bank Deposits.
 
 Further Company has sub-divided its equity shares of Rs.10/- each to
 Rs.2/- each on 8th September, 2010 to make the stock more liquid for
 the shareholders and prospective investors.
 
 FINANCIAL & OPERATIONAL REVIEW
 
 The gross revenue of the Company grew by 10% to Rs.29.85 billion (USD
 669 million) as against Rs.27.13 billion (USD 601 million) in the
 previous year. Total Export Turnover (including overseas projects) was
 Rs. 9.70 billion (USD 217 million) or approx. 32% of gross revenues in
 2010-11.
 
 The company reported rise by 13% in Profit before tax of Rs.2.57
 billion in 2010-2011 as against Rs.2.28 billion in 2009-10.
 
 Your company has supplied 129,217 MTs of Transmission Line Towers as
 against 120,760 MTs in preceding year, which is higher by 7%.
 
 Your company has an order book of over Rs.55 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. Land
 acquisition is almost over and proposed facilities are expected to
 achieve commercial production by January, 2012.
 
 Transmission BOOT Project
 
 A SPV of your Company namely, Jhajjar KT Transco Pvt. Ltd. has
 successfully achieved Financial Closure of 1st DBFOT Project (VGF
 basis) of 400 KV, 100 Km. Power Transmission line from Jharli to Bawana
 Project from Haryana Vidyut Prasaran Nigam Ltd. (HVPNL). The SPV has
 secured term debt of Rs. 2.76 billion from consortium of lenders.
 
 The project has to be completed over a period of 14 months from the
 date of financial closure. The SPV has also obtained transmission
 licence from Haryana Electricity Regulatory Commission (HERC ) to
 construct and operate this line for initial concession period of 25
 years with an options of extension for another 10 years.
 
 The SPV will receive terminal value equivalent to 20 months revenue
 i.e. approx. Rs. 1 billion at the end of 25th year of concession period
 in case the concession period does not get extended to 35 years. The
 project is progressing as per schedule and both SPV partners are
 working towards achieving the commssioning before time.
 
 SUBSIDIARIES
 
 JMC Projects (India) Ltd.  and its subsidiaries (JMC):
 
 JMC has reported consolidated revenue of Rs. 13.85 billion (USD 310
 million) as against Rs.13.25 billion (USD 297 million) in corresponding
 period. Profit before tax as well as Profit after tax stood at Rs.475
 million and Rs.372 million as against Rs.531 million and Rs.396 million
 in the previous year respectively. The company could not achieve the
 desired growth due to delay in commencement of work in few projects due
 to external factors.
 
 JMC has also received its 2 DBFOT basis project for Two Laning of Agra
 to Aligarh of NH-97 from NHAI.
 
 JMC has an order book exceeding Rs.41.50 billion (USD 929 million).
 Your company has strengthened JMC in terms of its capital base and
 business profi le (through diversifi cation) which will enable the
 company to achieve rapid growth. The company has invested Rs.905
 million through preferential allotment in JMC and on account of
 preferential allotment and open offer to existing shareholders, your
 companys stake in JMC increased to 67.19% from 53.01%.
 
 Shree Shubham Logistics Ltd (SSLL):
 
 In reporting period, SSLL has achieved a turnover of Rs.1,360 million
 as against Rs.884 million in corresponding period, registering a growth
 of 54%. SSLL reported net Profit of Rs. 23.9 million as against loss
 of Rs.36.5 million in the corresponding period. The progress of company
 is satisfactory and expected to improve year on year.
 
 At the year end, investment of your company in SSLL was Rs.1,091
 million as equity shares, preference share and loan.  SSLL is an 85%
 Subsidiary of your company.
 
 Energylink (India) Ltd (ELL):
 
 ELL plans to foray in to construction of commercial complexes and
 integrated township targeting middle and upper middle class households.
 ELL has 100% Subsidiary, Saicharan Properties Limited which has land to
 implement commercial cum retail project in Indore.
 
 At the year end, investment of your company in ELL was Rs. 1.39 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 in 2012.
 At year end, investment of your company in Amber was Rs. 265 million as
 capital and loan and it is a Wholly Owned Subsidiary of your company.
 
 Saicharan Properties Ltd, 100% Subsidiary of Energylink (India) Ltd.
 (SPL):
 
 SPL is proposing a commercial cum retail project in the heart of city
 of Indore where it has approximately 12,600 sq. meter of free hold
 land. Project completion would take 2-3 years from the date of
 commencement of construction. At the year end, investment by ELL in SPL
 was Rs. 1.38 billion as capital and loan.
 
 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 year which may include mining, cement etc. At
 the year end, investment of your company in Adeshwar was Rs. 2.4
 million as capital and loan. It is Wholly Owned Subsidiary of your
 company.
 
 Jhajjar Power Transmission Private Ltd. (JPTPL)
 
 During the year Company has incorporated one more subsidiary company
 for doing transmission project on BOOT, BOOM, DBFOT basis. At the year
 end, investment of your Company in JPTPL was Rs.0.51 lacs as capital.
 
 Kalpataru Metfab Private Ltd. (KMPL)
 
 This company was incorporated as a wholly owned subsidiary of your
 company during the year for venturing into newer business
 opportunities. At the year end, investment in KMPL was Rs.0.10 million
 as capital.
 
 Kalpataru SA (Proprietary) Ltd.:
 
 This Company was formed in South Africa to bid for EPC Power
 Transmission jobs in South Africa. This is a Joint Venture between your
 company and a local company named as PDNA Holdings (Pty) Ltd. who are
 25.1% stakeholder in this company.  Your Company made an initial
 investment of Rs.4.9 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.3.9 million towards equity capital and loan.
 
 Kalpataru Power Transmission (Mauritius) Ltd.:
 
 This company is a 100% subsidiary in which your company has invested
 Rs.2.0 million as capital and loan.
 
 Kalpataru Power Transmission-USA, INC.
 
 This company was incorporated as a 100% subsidiary of your company to
 increase our focus on American markets with local presence. This
 Company has received two start up orders worth Rs.98 Million. Total
 income of the company for the year was Rs.  12.93 million with loss of
 Rs. 2.60 million. Your company has invested Rs. 22.8 million as capital
 and loan in this company.
 
 STATEMENT OF DIRECTORS RESPONSIBILITY
 
 Pursuant to requirement under Section 217(2AA) of the Companies Act,
 1956, Directors based on representations received from Operating
 Management, confi rm:
 
 (i) That in the preparation of the annual accounts for the financial
 year ended March 31, 2011, 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 suffi cient 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 fi
 nancial year ended March 31, 2011 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, confi rming 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. Satya Pal Talwar, Mr.
 Mahendra G. Punatar and Mr. K.V. Mani 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 of 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 Offi
 ce 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
 
 One of the Joint Auditor of the Company, M/s. Kishan M. Mehta & Co.,
 Chartered Accountants have shown their unwillingness to continue as
 Auditor of the Company due to their pre- occupation. The Board records
 its appreciation for their over two decades of valuable services
 rendered to your company.
 
 The Board of Directors have proposed to reappoint M/s.  Deloitte
 Haskins & Sells, Chartered Accountants as Statutory
 
 Auditor of the Company, who have consented to act as auditors, if
 re-appointed. Members are requested to consider their re-appointment.
 
 Auditors comments on your Companys accounts for year ended March 31,
 2011 are self explanatory in nature and do not require any explanation
 as per provisions of Section 217(3) of the Companies Act, 1956.
 
 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
 confi dence 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 16 , 2011                                          CHAIRMAN