The Directors have pleasure in presenting the Sixth Annual Report along
 with the audited accounts of the Company for the year ended March 31,
 2011.
 
 1. Financial Results
 
                                                         Rs. in crore
 
                                   Standalone            Consolidated
                              2010-11    2009-10      2010-11   2009-10
 
 Gross Sales                  4057.46   3,922.59      4568.84   3952.58
 
 EBITDA                       *380.43     386.72      *473.53    406.85
 
 Interest                       98.66      86.53       107.50     86.47
   
 Profit before 
 Non-Cash Items/Tax            281.77     300.19       366.03    320.38
 
 Depreciation and Amortisation  34.49      26.24        40.81     27.02
 
 Profit before Tax             238.79     273.95       316.73    293.36
 
 Provision for Tax              91.70     102.96       111.08    103.70
 
 Profit after Tax              147.09     170.99       205.65    189.66 
 
 Appropriations:
 
 Balance as per last account   422.64     304.85       441.80    305.33
 
 Transfer to General Reserve    14.71      17.10        14.71     17.10
 
 Proposed Dividend              30.85      30.85        30.85     30.85
 
 Tax on Dividend                 4.89       5.24         4.89      5.24
 
 Balance transferred 
 to Balance Sheet              519.29     422.64       597.00    441.80
 
 Note: * excludes Rs. 8.49 crore related to VRS expenditure
 
 2. Dividend
 
 The Board of Directors recommends a dividend of Rs. 1.20/- per equity
 share of Rs. 2/- each for the year ended March 31, 2011 on the Equity
 Share Capital of the Company, aggregating to Rs. 30,85,06,044/-(Rupees
 Thirty Crore Eighty Five Lacs Six Thousand and Forty Four) .
 
 3. Performance
 
 The Company has achieved a gross sales of Rs. 4,057.46 crore for the
 period ended March 31,2011. The Company posted net sales of Rs.
 3,962.78 crore and net profit of Rs. 147.09 crore for the financial
 year 2010-11 as against net sales of Rs. 3,877.24 crore and net profit
 of Rs. 170.99 crore in 2009-10. Earnings before interest, depreciation,
 tax and amortisation (EBITDA) was Rs. 380.43 crore (excluding Rs. 8.49
 crore towards VRS expenditure) for the financial year 2010-11 as
 against Rs. 386.72 crore in 2009-10.
 
 During the year under review, the Company acquired SAE Towers Holdings
 LLC (SAE Towers), a limited liability company incorporated in Delaware,
 USA. The acquisition of SAE Towers, has helped the Company gain a major
 presence in the markets of North America and South America. SAE Towers
 has significant business in Brazil, Mexico and USA, with manufacturing
 capacity of approximately 65,000 MTs (in Brazil) and 35,000 MTs (in
 Mexico) of power transmission towers per annum. SAE Towers also
 manufactures steel poles for power transmission, sub-station structures
 as well as hardware for transmission lines. SAE Towers also owns a
 tower testing station in Brazil.
 
 During the year under review, the Company acquired Jay Railway Projects
 Private Limited (formerly known as Jay Railway Signaling Private
 Limited), a Railway Signaling Automation Systems and Technology
 company.  It undertakes turnkey signaling contracts for the Indian
 
 Railways. With this acquisition, the Company is poised to undertake a
 larger segment of activities under the Railway Infrastructure business.
 
 4.  Share Capital and Listing
 
 Pursuant to the approval accorded by the Members through Postal Ballot
 on December 20, 2010, the Equity Shares of Rs. 10/- each of the Company
 have been sub- divided into 5(five) Equity Shares of Rs. 2/- each. As a
 result, the aggregate paid-up Equity Share Capital of the Company
 stands at Rs. 51.42 crore comprising of 25,70,88,370 fully paid-up
 Equity Shares of Rs. 2/- each. As at March 31, 2011, 96.43% of the
 Company’s total paid up Share Capital representing 24,79,01,280 Equity
 Shares of Rs. 2/-each are in dematerialised form.
 
 After completion of despatch of share certifcate/credit of shares to
 the shareholders of the Company, all the Equity Shares of the Company
 of face value of Rs. 2/- each are listed on Bombay Stock Exchange
 Limited and National Stock Exchange of India Limited.
 
 The Equity Shares of the Company continue to remain listed with Bombay
 Stock Exchange Limited and National Stock Exchange of India Limited and
 the stipulated listing fees for the year 2011-12 have been paid to both
 the Stock Exchanges.
 
 5.  Fixed Deposits
 
 The Company has not accepted any deposits within the meaning of
 Sections 58A and 58AA of the Companies Act, 1956 and the Rules framed
 thereunder.
 
 6.  Conservation of Energy, Technology Absorption, Foreign Exchange
 Earnings and Outgo
 
 The particulars relating to conservation of energy, technology
 absorption, foreign exchange earnings and outgo, as required to be
 disclosed under 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, are provided in the prescribed format as an
 annexure to this Report.
 
 7.  Management Discussion and Analysis and Corporate Governance Report
 
 In compliance with Clause 49 of the Listing Agreement with Bombay Stock
 Exchange Limited and National Stock Exchange of India Limited, a
 separate section on Management Discussion and Analysis which also
 includes further details on the state of affairs of the Company and
 Corporate Governance Report, as approved by the Board of Directors,
 together with a certificate from the Statutory Auditors confirming the
 compliance with the requirements of Clause 49 forms part of this Annual
 Report.
 
 8.  Subsidiary Companies
 
 At the beginning of the year, the Company had two subsidiary companies.
 Pursuant to the acquisitions made by the Company in the financial year
 2010-11, the number of subsidiary companies of the Company stands
 increased to 19. The details pertaining to subsidiaries are mentioned
 under the statement made pursuant to Section 212 of the Companies Act,
 1956, which forms part of this Annual Report.
 
 Ministry of Corporate Affairs vide its Circular No: 5/12/2007-CL-III
 dated February 08, 2011, has, subject to compliance with certain
 conditions, granted general exemption to the companies from
 applicability of Section 212 of the Companies Act, 1956. As per the
 general exemption, a statement containing brief financial details of
 the Company’s subsidiaries for the year ended March 31, 2011, is
 included in the Annual Report. The Annual Accounts of these
 subsidiaries and the related detailed information will be made
 available to any Member of the Company/its subsidiaries seeking such
 information at any point of time and are also available for inspection
 by any Member of the Company/its subsidiary(ies) at the Registered
 Office of the Company/its subsidiaries.
 
 Pursuant to the Listing Agreement with the Stock Exchanges and the
 general exemption granted by the Ministry of Corporate Affairs, the
 Consolidated Financial Statements of the Company, including the
 financial details of all the subsidiary companies, which forms part of
 the Annual Report, has been prepared in accordance with the Accounting
 Standards issued by the Institute of Chartered Accountants of India.
 
 9.  Directors
 
 In accordance with the provisions of the Companies Act, 1956, Mr. D. G.
 Piramal and Mr. A. T. Vaswani retire by rotation and being eligible
 offer themselves for re-appointment at the ensuing Annual General
 Meeting.
 
 The Board of Directors have appointed Mr. M. K. Sharma as an Additional
 Director on May 06, 2011. Pursuant to Section 260 of the Companies Act,
 1956 and Article 124 of the Articles of Association of the Company, Mr.
 M. K.  Sharma holds office only up to the date of the ensuing Annual
 General Meeting of the Company and is eligible for appointment as
 Director. The Company has received a notice under Section 257 of the
 Companies Act, 1956, proposing the appointment of Mr. Sharma as a
 Director of the Company who will be liable to retire by rotation.
 
 In compliance with Clause 49 IV (G) of the Listing Agreement, brief
 resume, expertise and other details of Directors proposed to be
 appointed/re-appointed are attached along with the Notice to the
 ensuing Annual General Meeting.
 
 The Board of Directors recommends the re-appointment of Mr. D. G.
 Piramal and Mr. A. T.  Vaswani and the appointment of Mr. M. K. Sharma.
 
 10. Auditors
 
 Statutory Auditors:
 
 Deloitte Haskins & Sells, Chartered Accountants were appointed as the
 Statutory Auditors of the Company to hold office from the conclusion of
 the previous Annual General Meeting until the conclusion of the ensuing
 Annual General Meeting. It is proposed to re-appoint Deloitte Haskins &
 Sells, as the Statutory Auditors of the Company to hold office from the
 conclusion of the ensuing Annual General Meeting until the conclusion
 of the next Annual General Meeting and to authorize the Audit Committee
 to fix their remuneration. The Company has received a letter from
 Deloitte Haskins
 
 & Sells to the effect that their re-appointment, if made, would be
 within the limits prescribed under Section 224(1B) of the Companies
 Act, 1956 and that they are not disqualified for such re-appointment
 within the meaning of Section 226 of the said Act. The Board of
 Directors recommends the re-appointment of Deloitte Haskins & Sells, as
 Statutory Auditors of the Company.
 
 Branch Auditors:
 
 In terms of Section 228 of the Companies Act, 1956, the Company is
 required to conduct audit of the accounts of the branch offices of the
 Company. The Board of Directors recommends to the Company to authorize
 the Audit Committee to appoint auditor(s) to audit accounts of the
 branch offices of the Company and fix their remuneration.
 
 Cost Audit:
 
 The Cost Audit Branch of Government of India, vide its Order dated
 April 01, 2011, directed the Company to conduct the Cost Audit in
 relation to Electrical Cables and Conductors manufactured by the
 Company for the Financial Year ended March 31, 2011 and thereafter.
 
 11. Directors’ Responsibility Statement
 
 The Board of Directors would like to affirm that the financial
 statements for the year under review conform in their entirety to the
 requirements of the Companies Act, 1956.
 
 As stipulated in Section 217(2AA) of the Companies Act, 1956, the Board
 of Directors of the Company hereby state and confirm that:
 
 (i) in the preparation of the annual accounts for the year ended March
 31, 2011, the applicable Accounting Standards have been followed;
 
 (ii) such accounting policies have been selected and applied
 consistently and judgments and estimates made 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;
 
 (iii) proper and sufficient care has been taken 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) the annual accounts for the financial year ended March 31, 2011,
 have been prepared on a going concern basis.
 
 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, the names and other particulars of the employees are required
 to be set out in the Annexure to the Directors’ Report. However, as per
 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. Members who are
 desirous of obtaining such particulars are requested to write to the
 Company Secretary of the Company.
 
 13. Group
 
 Pursuant to intimation received from the promoters, the name of the
 promoters and entities comprising the “Group” as defined under the
 Monopolies and Restrictive Trade Practices Act, 1969, forms part of
 this Annual Report.
 
 14. Acknowledgement
 
 Your Directors express their grateful appreciation for the assistance
 and co-operation received from the customers, government authorities,
 banks and vendors during the financial year.
 
 Your Directors appreciate and value the trust and faith shown by every
 shareholder of the KEC family.
 
 Your Directors would also like to once again place on record their
 appreciation to the employees at all levels, who through their
 dedication, co-operation and support have enabled the Company to move
 towards achieving its objectives.
 
                           For and on behalf of the Board of Directors
 
                                                          H. V. Goenka
                                                              Chairman
 
 Place : Mumbai 
 Date  : May 6, 2011