The Shareholders
 
 IL&FS Engineering and Construction Company Limited
 
 The Directors take pleasurein presenting the Twenty-Third Annual Report
 along with the Audited Accounts for the Financial Year ended March
 31,2011.
 
 FINANCIAL RESULTS:
 
                                                    (Rs. in Crores)
 
 Particulars                                    2010-11        2009-10
 
 Gross Income                                   1097.11        1003.96
 
 (Loss) / Profit before Interest,                 10.8         (46.46)
 Depreciation, exceptional items and Tax
 
 Interest and Finance Charges                    74.36         150.94
 
 Depreciation                                    56.96          83.67
 
 (Loss)/Profit before exceptional items,       (120.52)       (281.07)
 tax and Prior period items
 
 Exceptional items (net)                        129.08          39.48
 
 (Loss) /Profit before Tax and
 Prior period items                               8.56        (241.59)
 
 Provision for Taxes                            (6.07)           -
 
 Less: Prior Period Expenses (net)               11.72           8.05
 
 (Loss) / Profit after Tax                        2.91        (249.64)
 
 Transfer (from)/to General Reserves
 
 Paid up Equity Capital                          77.37          58.85
 
 Preference Share Capital                       307.50            Nil
 
 Share application money pending                   Nil         354.27
 allotment
 
 Reserves and Surplus-Net of Profit             197.18        (145.41)
 & Loss A/c debit balance
 
 Net worth                                      582.05         268.04
 
 Earnings per share (In Rupees)
 
 -Basic                                         (2.64)        (42.42)
 
 -Diluted                                       (2.64)        (42.42)
 
 Previous year''s figures have been regrouped / rearranged to conform to
 those of the current year.
 
 DIVIDEND:
 
 Due to the current financial conditions faced by the Company, your
 Directors express their inability to recommend any dividend to the
 Shareholders for the year.
 
 OVERVIEW:
 
 During the year under review, the operations of your Company have been
 largely stabilized. Various new personnel were inducted in the top
 level management of the Company. The Company could successfully execute
 Master Restructuring Agreement (MRA) for restructuring of its existing
 debt, under Corporate Debt Restructuring (CDR) Scheme. Your Company
 could also successfully complete One Time Settlements with 5 other
 banks during the year. Your Company was able to induct Saudi Binladin
 Group (SBG) of Saudi Arabia as a Strategic Partner in the
 
 Shareholders'' Consortium. SBG Projects Investments Limited, a part of
 SBG, has executed a Shareholders'' Agreement on June 19,2010 for
 investment of 20% in the equity share capital of your Company i.e. Rs.
 301.92 crores. The Promoters of your Company, namely Infrastructure
 Leasing and Financial Services Ltd. (IL&FS) had lent its brand name and
 the name of your Company had been changed from Maytas Infra Ltd., to
 IL&FS Engineering and Construction Company Ltd. SBG and IL&FS had
 completed Open Offer to acquire up to an additional 20% from the market
 as per SEBI(SAST) Regulations.
 
 The Company has proposed to issue Bonus Preference Shares to existing
 Preference Shareholders. The Company also proposes to undertake Capital
 Restructuring Scheme to set off accumulated losses against the
 Securities Premium Account etc. so that going forward the Company would
 be able to declare dividend to the Shareholders as and when balance in
 profit and loss account is available in the Company.
 
 With all these measures, your Company is now confident of undertaking
 and meeting future obligations.
 
 (1) Induction of SBG:
 
 Your Company had approached the Hon''ble Company Law Board (CLB) for its
 permission to allow four nominee Directors of SBG Projects Investments
 Limited (SBG) on the Board of your Company. However, the Management
 Control of the Company was to remain with IL&FS Group and the IL&FS
 Group would also continue to hold a minimum of 26% share holding in the
 Company as per Order dated August 31,2009 of the Hon''ble CLB. The
 Hon''ble CLB vide its Order dated November 4, 2010 has approved the
 appointment of four nominees of SBG on the Board of the Company and
 further advised, the nominee directors of Central Government, that they
 shall ensure thatthe Management Control ofthe Company rests solely with
 IL & FS and in case of any apprehension to the contrary they shall
 approachthe CLB forthwith for appropriate directions.
 
 (2) Change of Name of the Company:
 
 Your Company has been renamed as ''IL&FS Engineering and Construction
 Company Limited'' pursuant to completion of all formalities and process
 under the provisions of the Companies Act, 1956, and on receipt of
 Certificate of Incorporation dated January 7, 2011 issued by Registrar
 of Companies, Andhra Pradesh, Ministry of Corporate Affairs, Government
 of India. The Company had conducted the process of Postal Ballot
 pursuant to provisions of Section 192A of the Companies Act, 1956 (the
 Act) for passing a Special Resolution under Section 21 ofthe Act, for
 change of name ofthe Company.
 
 (3) Capital:
 
 (a) Increase in Authorised Capital of the Company and alteration of
 Memorandum
 
 During the year under review, your Company has increased its Authorised
 Share Capital from Rs.  75,00,00,000/- (Rupees Seventy-Five Crore only)
 to Rs.500,00,00,000/- (Rupees Five hundred Crore only) at the
 Extra-Ordinary General Meeting ofthe Members held onJuly19,2010.
 
 (b) Allotment of Shares to SBG Projects Investments Ltd.
 
 Pursuant to the resolution of the Shareholders at the Extra Ordinary
 General Meeting held on July 19,2010, the Board of Directors of the
 Company had allotted 1,54,59,133 equity shares of Rs. 10/- each at a
 premium of Rs. 185.30 per share
 
 (c) Allotment of Shares to CDR Banks
 
 During the year under review, your Company made allotments of shares to
 CDR Banks, pursuant to the MRA entered into with them, the details of
 which are follows:
 
 i) 30,60,086 equity shares of Rs.10/- each at a premium of Rs.177.89/-,
 were allotted on November 29,2010.
 
 II) 57,49,500 - 6% Cumulative Redeemable Preference Shares (CRPS) of
 Rs.100/- each at par, were allotted on December 06,2010. The CRPS are
 redeemable at par on March 31,2015.
 
 ill) 2,50,00,000 - 6% Optionally Convertible Cumulative Redeemable
 Preference Shares (OCCRPS) of Rs.100/ - each at face value, were
 allotted on March 31,2011.  Out of the 2,50,00,000 (Two Crore Fifty
 Lakhs) OCCRPS of Rs. 100/- each, allotted, 30% (i.e., 75,00,000 OCCRPS
 of Rs. 100/- each) shall be convertible into equity on
 September30,2012, if opted for, by the allottees. The price at which
 the same shall be converted will be determined as perthe SEBI (ICDR)
 Regulations, 2009. Remaining 1,75,00,000 (One Crore Seventy Five Lakh)
 OCCRPS of Rs. 100/- each shall be redeemed in four tranches from 2013
 to 2016.
 
 (4) One Time Settlement with Banks (OTS):
 
 The Company had completed OTS with certain Banks who were outside
 Corporate Debt Restructuring (CDR) Scheme.  Accordingly, the Company
 successfully completed OTS Settlements with all Banks which were
 outside the purview of CDR Package.
 
 OPEN OFFER:
 
 SBG Projects Investments Ltd. (SBG) along with Infrastructure Leasing
 and Financial Services Ltd. and IL&FS Financial Services Limited
 (Acquirers), made an Open Offer, for acquiring 20% stake from the
 Shareholders in the Company, at a price of Rs.  195.72/- per share,
 pursuant to and in compliance with Reg. 10 and 11(1) of the SEBI (SAST)
 Regulations, 1997. The said Open Offer had opened on March 30, 2011 and
 closed on April 18, 2011. The Acquirers had acquired 1,45,63,755 equity
 shares of Rs. 10/- each constituting 18. 82% of the paidup capital of
 the Company in the open offer. Post Open Offer, IL&FS and SBG hold
 34.56% and 32.39% respectively of Equity Share Capital of the Company.
 
 FUTURE OUTLOOK:
 
 The near-normalcy of the operations of the Company was restored by
 active and aggressive focus on both the acquisition of new orders and
 effective implementation of existing projects.
 
 YourCompany expects these efforts to bring-incomplete normalcy in the
 current Financial Year and return to healthy operational situation. The
 overseas foray has also started to yield results with mandates coming
 in from both Saudi Arabia and UAE.
 
 Your Company expects the contributions of these International
 
 Operations to gradually increase and create a geographical
 diversification to enable the Company to address any flip in one local
 geography.
 
 With the Open Offer having been completed, your Company expects the
 benefit of huge experience of SBG to propel the growth of Company to
 larger projects which would position the Company to less-competitive
 niche area environment.
 
 RECOVERY OF INTER CORPORATE DEPOSITS (ICDs):
 
 During the year, your Company continued pursuing recovery of Inter
 Corporate Desposits (ICDs). Your Company is taking necessary steps to
 recover ICDs through available legal means.
 
 FIXED DEPOSITS:
 
 Your Company did not invite or accept deposits from the public during
 the year under review.
 
 SUBSIDIARIES AND JOINT VENTURES:
 
 Astatement pursuantto Section 212 of the Companies Act, 1956 containing
 the details of the Subsidiaries together with f inancials thereof,
 forms part of the Annual Report. The following are the Subsidiaries of
 the Company:
 
 (1) Maytas Infra Assets Limited (MIAL):
 
 MIALwas incorporated in February 2008, as a wholly owned Subsidiary, to
 carry on the business of infrastructure projects and for consolidation
 of all investments made byyourCompany in BOT projects. Your Company has
 invested an amount of Rs.  0.05 crores in Equity and paid Rs. 17.46
 Crores towards Share Application Money and reimbursement of expenses in
 MIAL till March 31, 2011. No projects were secured during the year.
 Outofthisamountadvanced, Rs. 11.08 Crores approximately has been
 considered as impaired as they are not represented by any realizable
 assets and therefore have been provided in full during the year
 
 (2) Maytas Metro Limited (MML):
 
 The Maytas/Navabharat/IL&FS/ITD lead consortium had technically
 qualified in the bids and won the financial bid by offering highest
 premium to the GoAP in July 2008.  Subsequently, the Consortium had
 formed the MML as SPV in September 2008 to develop the Hyderabad Metro
 Rail Project on BOT basis and signed Concession Agreement with
 Government of Andhra Pradesh (GoAP) on September 19, 2008 for a period
 of 35 years of concession including the five years of construction
 period. The GoAP had cancelled the Concession Agreement on July 7, 2009
 without giving any prior notice to the Company as perthe terms and
 conditions of the Concession Agreement and invoked the security deposit
 of Rs. 60.00 Crores. The Writ Petition filed by MML in High Court of
 Andhra Pradesh is pending for adjudication. Your Company has invested
 an amount of Rs. 0.05 Crores towards the equity and arranged funds to
 the extent of Rs. 74.78 crores.  The investment and the amount advanced
 aggregating to Rs.  74.83 Crores have been provided for fully during
 the previous year.
 
 (3) Maytas Vasishta Varadhi Limited (MWL):
 
 MWL, a Subsidiary of your Company, was incorporated in April 2008 for
 executing the construction of bridge across Godavari River at Narasapur
 on BOT (Annuity) Basis, awarded
 
 by Andhra Pradesh Road Development Corporation (APRDC).  Your Company
 has invested an amount of Rs. 0.05 Crores towards the equity and Rs
 2.70 Crores towards share application money and reimbursement of
 expenses till March 31,2011. As the project could not be taken up by
 the Company post-Satyam developments, it had found out a partner M/
 s.Coastal Projects Ltd., to take up the project and made application to
 the State Government for approval of new partner.  The Government of
 Andhra Pradesh approved the entry of M/ s.Coastal Projects Ltd.
 However, when the Company filed application with the Government for
 extension of time, the Government of Andhra Pradesh unilaterally
 cancelled the Project and invoked the Bank Guarantee submitted by the
 Company. The Company contested the unilateral cancellation in the Court
 of Law and obtained stay order against invocation of Bank Guarantee by
 the Government. Currently, the matter is before the Hon''ble High Court
 of Andhra Pradesh for its adjudication.
 
 (4) Acquisition of new Subsidiaries:
 
 During the Year, your Company has acquired Angeerasa Green Fields
 Private Limited, Ekadanta Green Fields Private Limited and Saptaswara
 Agro-Farms Private Limited and they became wholly owned subsidiaries of
 yourCompany.
 
 Further, your Company had also closed one of its subsidiaries namely,
 Maytas Mineral Resources Limited under Section 560 of the Companies
 Act, 1956, as the same could not carry on its stated objectives.
 
 CONSOLIDATED FINANCIAL STATEMENTS:
 
 The Consolidated Financial Statements of your Company, together with
 its Subsidiaries, Associates and Joint Venture Entities for the
 Financial Year ended March 31, 2011, prepared in accordance with the
 Accounting Standard 21,23 and 27 notified by Companies (Accounting
 Standards) Rules, 2006, are attached herewith.
 
 DIRECTORS:
 
 During the year under review, there is no change in the composition of
 the Board of Directors of the Company. MrArun KSaha, Director and
 Chairman of the Executive Committee of the Board, retires by rotation
 at the ensuing Annual General Meeting (AGM) of the Company and being
 eligible offers himself for re-appointment.
 
 DISCLOSURES UNDER SECTION 217(1)(D) OF THE COMPANIES ACT, 1956:
 
 Except as disclosed elsewhere in this report, there have been no
 material changes and commitments which can affect the financial
 position of the Company occurred between the end of the financial year
 of the Company and date of this report.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT:
 
 Section 217 (2AA) of the Companies Act, 1956 as amended in December
 2000 requires the Board of Directors to provide a statement to the
 members of the Company in connection with maintenance of books, records
 and preparation of Annual Accounts in conformity with accepted
 accounting standards and past practices followed by the Company.
 Pursuant to the foregoing, and on the basis of representations received
 from operating management and after due enquiry, it is confirmed that:
 
 (1) in the preparation of the accounts forthe Financial Year ended
 March 31, 2011, the applicable accounting standards have
 
 been followed and that there are no material departures in the
 preparation of annual accounts;
 
 (2) 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 as at March 31,2011 and of the profit of the Company for
 the year ended on that date;
 
 (3) the Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records, in accordance with the
 provisions of the Companies Act, 1956,forsafeguarding the assets of the
 Company and for preventing and detecting fraud and other
 irregularities;
 
 (4) the Directors have prepared the accounts on a going concern basis.
 
 MANAGEMENT DISCUSSION AND ANALYSIS (MDA):
 
 A separate section titled Management Discussion and Analysis-
 confirming compliance with the conditions of Corporate Governance as
 stipulated under Clause 49 of the Listing Agreement is annexed hereto
 and forms part of this Annual Report.
 
 CORPORATE GOVERNANCE:
 
 A separate section titled Report on Corporate Governance- including a
 certificate from the Practicing Company Secretaries confirming
 compliance with the conditions of Corporate Governance as stipulated
 under Clause 49 of the Listing Agreement is annexed hereto and forms
 part of this Annual Report.
 
 AUDITORS:
 
 The Statutory Auditors of the Company M/s S R Batliboi & Associates,
 Chartered Accountants, retire at the conclusion of the forthcoming
 Annual General Meeting. M/s S R Batliboi &Associates, Chartered
 Accountants, being eligible, offer themselves for re- appointment and
 are proposed to be appointed as Statutory Auditors of the Company to
 hold office from the conclusion of this Annual General Meeting until
 the conclusion of the next Annual General Meeting. The Company has
 received letters from them to the effect that their re-appointment, if
 made, would be within the limits prescribed under Section 224(1 B) 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.
 
 Replies to the Audit Qualifications:
 
 (1) Clause No.6 : Un-audited Financial Statements of two Joint
 Ventures:
 
 Reply: Auditors have qualified their Report for the year ended March
 31,2011, stating that-
 
 i) One of the integrated Joint ventures has not prepared its financial
 statements. This qualification relates to Maytas SNC JV (presently
 known as SNC Power Corporation Limited) which could not produce its
 accounts before adoption of the accounts of the Company. Hence impact
 of ProfiV(Loss) in the said Joint venture has not been considered in
 the Financial Statements.
 
 ii) The Company has included its share of loss of Rs. 0.11 Crore from
 an Integrated Joint Venture based on its Unaudited Financial
 Statements. This qualification relates to NCC Maytas JV (Pocharam)
 whose accounts were not
 
 audited as on the date of adoption of accounts. Certified accounts
 provided by the Management of this JV were provided to the auditors
 based on which the Company''s share of loss was considered in the
 Financial Statements.
 
 (2\ Clause 7 - Recovery of Inter-Corporate Deposits:
 
 Reply : Prior to April 1, 2009 the erstwhile promoters had given inter
 Corporate Deposits aggregating to Rs.391.64 Crores to various
 companies. As at March 31, 2011, the outstanding balance of Inter
 Corporate Deposits to various companies aggregated to Rs 415.63 Crores
 [including Rs.  71.85 Crores to Maytas Properties Ltd (MPL)]. Of the
 foregoing, documentary evidences had been established that, for an
 amount of Rs 323.78 Crores, Satyam Computer Services Limited (SCSL) is
 the ultimate beneficiary and for which a claim together with interest
 receivable had been lodged by the Company. SCSL had accounted certain
 liability in its Audited Consolidated Statement of Assets and
 Liabilities as at March 31,2011 as Amounts Pending Investigation
 Suspense Account (Net) Rs. 1230.40 Crores . Management is of the
 opinion that the claim made by the Company on SCSL is included in the
 amount disclosed by them in their Audited Accounts. The Company is
 confident of recovering the Inter Corporate Deposits together with
 interest due thereon. During the year, the qualification on ICDs has
 been restricted to the extent of Rs. 343.78 Crores in the Audit Reports
 in view of acquisition of MPL by IL & FS Group and the Company was
 confident of recovering ICD amount of Rs.71.85 Cr from MPL along with
 interest.
 
 (3) Clause fflfc) of Annexure to Audit Report- Loans granted to
 Companies:
 
 Reply: The maximum amount of Rs. 47.87 Crores pertains to an Inter
 Corporate Deposit given to Maytas Properties Limited in the Financial
 Year 2008-09 by the erstwhile Promoters. The Company ceased to be a
 Company to be covered in the Register maintained under Sec.301 of the
 Companies Act, 1956 with effect from September 29,2009. The Company is
 confident of recovering the Inter Corporate Deposit along with interest
 in view of acquisition of Maytas Properties Limited by IL&FS Group as
 per the CLB order. Further, during the year the Company has accrued
 gross interest income of Rs.23.59 Crores on the said Inter Corporate
 Deposit.
 
 (4) Clause (\x)(a) - Delays in remittance of Statutory Dues:
 
 Reply: The Company in general has been regular in remitting the
 statutory dues in time. The Management has taken steps to avoid delays
 and as a matter of internal control also, statutory dues are being
 monitored for timely remittances. This is evidenced by change in the
 audit qualification from serious delays in the previous year to
 delay in deposit of statutory dues have not been serious in the
 current year.
 
 (5) Clause M - Cash loss during the year and in the immediately
 preceding Financial Year:
 
 The Company has just come on to the revival path post unprecedented
 events in 2009, which led to heavy liquidity crunch effecting
 operations of the Company. Management has rejuvenated the operations in
 the projects and had negotiations with the Clients who terminated the
 projects for amicable settlement. Company has started bidding for new
 business both in India and abroad. The Company is confident of the
 future business performance and growth based on the following:
 
 - Healthy Order book
 
 - Restructuring of debt under the revised CDR package allowing
 additional credit facilities to the company
 
 - Strategic alliance with SBG Projects Investments Limited who was
 inducted as a promoter during the year which would help in developing
 ourforeign operations
 
 - Critical supportand guidancefrom Government appointed Independent
 Directors on the Board
 
 (6) Clause fed) - Deafults in repayment of dues to banks which are not
 part of CDR :
 
 The Company has approached the CDR cell for Corporate Debt
 Restructuring and the Masters Restructuring Agreement (MRA) was signed
 in September 2010. Certain banks have opted out of the CDR package and
 the Management has negotiated with them for One Time Settlement (OTS).
 Accordingly, the Company negotiated with 5 banks and entered into OTS
 with them. With these OTS, no defaults in repayment of dues to Banks
 with whom OTS were arrived at, were outstanding at the end of the
 Financial Year under review
 
 Delay in payment of interest to CDR Banks was mainly on account of
 negotiation and finalization of debt restructuring scheme in the first
 quarter of the Financial Year which was made good subsequently. In the
 last quarter, the Company made payment on due date only i.e. on March
 31, 2011 but the Company''s account was debited April 02,2011 by banks
 subsequently.
 
 Replies to the Audit Qualifications-Consolidated Financial Statements:
 
 1.  Clause 3 - Representations from Auditors of Subsidiaries/ Joint
 Venture entities:
 
 Reply: Representation letters were sent by the Company to Auditors of
 Subsidiaries/Joint Venture entities but no response was received from
 the Auditors of those Subsidiaries/Joint Ventures. The Management has
 arranged for Audited Financial Statements in respect of these entities
 except as mentioned in the qualification mentioned under clause 5 (a)
 and (b).
 
 2.  Clause 5 (a) - Unaudited Financial Statements of three Joint
 Ventures
 
 Reply : The Auditors have qualified their Report for the year ended
 March 31,2011 stating that three of the Joint Ventures have been
 consolidated based on the Unaudited Financial Statements. The
 qualification relates to NCC Maytas JV(Pocharam),Gulbarga Airport
 Developers (P) Limited and Shimoga Airport Developers (P) Limited.
 Audited accounts of these JVs could not be received before adoption of
 accounts. Hence consolidation was done on the basis of accounts
 certified by the Management of these Investee Companies.
 
 3.  Clause 5 (b) - Unaudited Financial Statements of three Joint
 Ventures
 
 Reply : The Auditors have qualified their Report for the year ended
 March 31,2011 stating that the Company has consolidated a jointly
 controlled entity based on the Audited Financial Statements as at and
 for the year ended March 31, 2010. This relates to Maytas SNC JV (SNC
 Power Corporation Limited) whose accounts were not made available as on
 the date of adoption of accounts. Hence the Company has consolidated
 based on the Audited Financial Statements as at and for the year ended
 March 31,2010
 
 4. Clause 6 - Recovery of Inter-Corporate Deposits :
 
 Reply: Prior to April 1, 2009 the erstwhile promoters had given Inter
 Corporate Deposits aggregating to Rs.391.64 Crores to various
 Companies. As at March 31,2011, the outstanding balance of Inter
 Corporate Deposits to various companies aggregated to Rs 415.63 Crores
 [including Rs. 71.85 Crores to Maytas Properties Ltd (MPL)]. Of the
 foregoing, documentary evidences had been established that, for an
 amount of Rs 323.78 Crores, Satyam Computer Services Limited (SCSL) is
 the ultimate beneficiary and for which a claim together with interest
 receivable had been lodged by the Company. SCSL had accounted certain
 liability in its Audited Consolidated Statement of Assets and
 Liabilities as at March 31,2011 as Amounts Pending Investigation
 Suspense Account (Net) Rs. 1230.40 Crores.  Management is of the
 opinion that the claim made by the Company on SCSL is included in the
 amount disclosed by them in their Audited Accounts. The Company is
 confident of recovering the Inter Corporate Deposits together with
 interest due thereon. During the year, the qualification on ICDs has
 been restricted to the extent of Rs. 343.78 Crores in the Audit Reports
 in lieu of acquisition of MPL by IL & FS Group and the Company was
 confident of recovering ICD amount of Rs.71.85 Cr from MPL along with
 interest.
 
 EMPLOYEES:
 
 The relations with the employees have been cordial throughout the year
 under review. Your Directors place on record their sincere appreciation
 in respect of the services rendered by the employees of the Company at
 all levels.
 
 PARTICULARS OF EMPLOYEES:
 
 Particulars of employees as required under Section 217(2A) of the
 Companies Act, 1956 and the Companies (Particulars of Employees) Rules,
 1975, as amended, forms part of this Report.  However, in pursuance of
 Section 219(1) (b) (iv) of the Companies Act, 1956, this Report is
 being sent to all the Shareholders of the Company excluding the
 aforesaid information and the said particulars are made available at
 the Registered Office of the Company. The Members interested in
 obtaining such particulars may write to the Company Secretary at the
 Registered Office of the Company.
 
 ESOP 2007 and 2009
 
 Disclosure as required by Clause 12 of the Securities and Exchange
 Board of India ( Employee Stock Option Scheme and Stock Purchase
 Scheme), Guidelines, 1999, as amended, areas per the annexure enclosed
 
 Undertaking Pursuant to General Circular No: 2 /2011 No: 51 /
 12/2007-CL-lll
 
 The Company, hereby undertake to comply with the following:
 
 >- The annual accounts of the subsidiary companies and the related
 detailed information shall be made available to shareholders of the
 holding and subsidiary companies seeking such information at any point
 of time.
 
 >- The annual accounts of the subsidiary companies shall also be kept
 for inspection by any shareholders in the head office of the holding
 company and of the subsidiary companies concerned.
 
 >- The Company shall furnish a hard copy of details of accounts of
 subsidiaries to any shareholder on demand.
 
 ENVIRONMENTAL POLICY:
 
 Your Company is committed to carrying out all its activities with
 requisite measures to protect the environment. Accordingly, your
 Company is committed by policy to not only abide by the prevailing
 legal requirements but also to have a futuristic approach in carrying
 out continuous improvement in this regard.
 
 DETAILS U/S 217(1)(e) OF THE COMPANIES ACT, 1956 :
 
 Particulars as per Section 217(1 )(e) of the Companies Act, 1956, read
 with Companies (Disclosure of particulars in the report of Board of
 Directors) Rules, 1988 are as under:
 
 Conservation of Energy:
 
 The conservation of energy in all the possible areas is undertaken as
 an important means of achieving cost reduction. Savings in electricity,
 fuel and power consumption receive due attention of the management on a
 continuous basis.
 
 Technology Absorption :
 
 Timely completion of the projects as well as meeting the budgetary
 requirements are the two critical areas where different techniques help
 to a great extent. Many innovative techniques have been developed and
 put to effective use in the past and the efforts to develop new
 techniques continue unabated.
 
 Foreign Exchange Earnings & Outgo :
 
                                                (Rs. Crores)
 
 Earned                                               NIL
 
 Outgo                                                1.61
 
 ACKNOWLEDGMENTS:
 
 Your Directors place on record their gratitude to the Bankers,
 Financial Institutions, various Agencies of the State and the Central
 Government Authorities, Clients, Consultants, Suppliers, Sub-
 Contractors, Members and the Employees for their valuable support and
 co-operation and look forward to continued enriched relationships in
 the years to come.
 
                                                By order of the Board 
 
                   For IL&FS Engineering and Construction Company Ltd.
 
 Place : Hyderabad                                 Ravi Parthasarathy
 
 Date : August 8, 2011                                      Chairman