Dear shareholders, 
 
 Ladies & Gentlemen,
 
 I am privileged to present, on behalf of the Board of Directors, the
 22nd Annual Report on the business and operations of your Company for
 the financial year ended on 31st March 2011 togeth er with the Audited
 Statements of Accounts, Auditors'' Report and Review of the Accounts by
 the Comptroller & Auditor general of India for the review period.
 
 I am happy to share with you that your Company has excelled in all
 areas of its operations achieving significant milestones such as
 exceeding budget utilization target, meeting overall targets under
 Memorandum of Understanding (MoU) with Ministry of Power, government of
 India, timely commissioning of projects, etc. Based on the overall
 performance, your Company is poised to get excellent rating for FY
 2010-11 as well, continuing the track record of achieving the highest
 rating since signing of its first MoU in FY 1993-94.
 
 Your Company has been conferred with ''moU excellence award'' for FY
 2008-09 by Department of Public Enterprises, Ministry of Heavy
 Industries & Public Enterprises, govt. of India for being the top
 performer in the Energy Sector. The Company has also been bestowed with
 the ''scope award for excellence and outstanding Contribution to the
 Public sector management (2008- 09) - Large scale Pse Category''. Both
 the awards were presented to POWERGRID by our Hon''ble Prime Minister in
 a ceremony held on December 15, 2010.
 
 Your Company has been ranked as 8th overall in the fastest-Growing
 asian Companies and 18th as fastest-Growing Global Companies in the
 Platts top 250 Global energy Company rankings for the year 2010. Your
 Company has also featured in the forbes Global 2000 list.
 
 Performance highlights of your Company during fY 2010-11 are briefly
 mentioned here to give an overview of accomplishments in all fronts: 
 
 - Made an investment of Rs. 12,005 Crore during the year, an increase of
 about 13% over the investment made in last year (Rs. 10,617 Crore).
 
 - on the project implementation front, added about 6,760 ckm of
 transmission lines, 11 new sub-stations and transformation capacity of
 about 9,500 mVa.
 
 - Assets worth Rs. 7,313 Crore are declared under commercial operation.  
 
 - Investment approval for 25 new transmission projects worth about Rs.
 21,150 Crore was accorded by the Board. This includes the project of
 international importance, Cross country grid Interconnection between
 India and Bangladesh.
 
 - transmission system availability of 99.80% was achieved, highest so
 far in the history of the Company. There was no major grid disturbance
 in any part of the country during the year and grids were operated
 smoothly.
 
 - Inter-Regional power transfer capacity addition of 1,600 mW was
 achieved during the year with the commissioning of Barh – Balia 400 kv
 Double circuit (Quad) line, enhancing inter-regional capacity of
 National grid to 22,400 Mw.
 
 - Under consultancy business, a total of 45 new orders with estimated
 project cost of about Rs. 600 Crore received, and in this financial year,
 revenue of Rs. 299.35 Crore is earned from Consultancy business as
 compared to Rs. 269 Crore earned during previous year.  
 
 - Financial Performance
 
                         (Figures in Rs. Crore, except per share data)
 
 Description                       2010-11       2009-10  Y-o-Y Growth
 
 Income
 
 Transmission Charges                7,691         6,576       16.95%
 
 Consultancy                           299           269       11.15%
 
 Telecom                               187           158       18.35%
 
 Short Term open Access Income         212           124       69.60%
 
 other Income                          711           376       89.10%
 
 Total Income                        9,100         7,504       21.27%
 
 Profit After Tax (PAT)               2,697         2,041       32.14%
 
 Earnings per Share (Rs.)               6.19          4.85       27.63%
 
 Book value per Share (Rs.)            46.12         37.81       21.98%
 
 gross Fixed Assets                 50,352        43,202       16.55%
 
 Debt                               40,883        34,417       18.64%
 
 Net worth                          21,351        15,914       34.16%
 
 Debt Equity Ratio                   65:35         68:32
 
 Capitalisation                      7,313         3,610      102.58%
 
 Operational Excellence
 
 Your Company, with its strong in-house expertise in all specialised
 areas of power transmission business, has carved a niche for itself
 amongst the largest transmission utilities in the world. Today, your
 Company wheels about 50% of total power generated in the country
 through its transmission network. As on 31st March, 2011, your Company
 owns & operates a transmission network of 82,355 ckm of transmission
 lines, 135 nos. of EHv & HvDC substations and transformation capacity
 of about 93,050 mVa.  During FY 2010-11, transmission system
 availability of 99.80% was achieved for our transmission network.
 Besides, number of trippings per line was also contained at 1.27
 against MoU target of 2.5 under Excellent category. Maintaining such
 high availability was possible through deployment of state-of-the-art
 operation & Maintenance techniques at par with international standards.
 Your Company follows state-of-the-art preventive maintenance. Equipment
 health is assessed periodically using Condition Assessment
 Techniques. Maintenance activities are planned well in-advance and an
 Annual Maintenance Plan is chalked out for every asset through live
 line or shut down as per technical feasibility. Your Company also
 employs state-of-the-art Emergency Restoration System for restoration
 of collapsed transmission lines, due to natural calamities or
 otherwise, in shortest possible time.  Replacement of aged assets has
 also been taken up as per prevalent CERC tariff regulations.
 
 o&M activities of your Company are ISo certified. Systems and
 procedures are in place and being upgraded periodically to keep abreast
 with the latest technology. Formats for documentation on schedule &
 procedures have been standardized for all assets. All substations and
 line offices can access these documents through Company''s web-portal.
 Periodic reviews are also conducted at regional level as well as at
 Substations and Line offices to evaluate implementation of the systems
 and procedures.  Presently, about 30 sub-stations of POWERGRID are
 operated remotely and many new sub-stations are being designed for
 remote operation. For further improvement in operational efficiency,
 national transmission asset management Centre is being established to
 control & operate most of the sub-stations remotely and establishment
 of Maintenance Service Hub facility has commenced, which caters to
 the maintenance need of a group of sub-stations rather than placing
 staff in each sub-station.  This will not only help in optimal
 utilisation of manpower & resources but also reduce the response time
 in case of faults & breakdowns.
 
 options are also being explored for use of Robots in transmission
 lines'' inspection besides aerial patrolling of transmission lines using
 helicopters, to optimise manpower requirement/ time management for line
 patrolling and improve efficiency in maintaining them.
 
 Project Implementation
 
 Transmission projects are planned, implemented, monitored and
 controlled through Integrated Project Management and Control System,
 which has been developed matching with the organization structure,
 effective working, flow of information and feed back. Project
 implementation activities involves total project review and monitoring
 including Standardisation of Designs, Project Review Meetings at
 regular intervals through video conferencing, pre-emptive measures and
 advance actions on various project linked activities such as land
 acquisition, state-of-the-art survey techniques and soil
 investigations, tender activities, funding tie-up, etc. in parallel
 with project investment approval process.
 
 During FY 2010-11, transmission projects worth Rs. 7,313 Crore were
 commissioned as compared to Rs. 3,610 Crore for the previous year. Your
 Company has commissioned about 6,760 ckm of transmission lines, 11 new
 sub-stations and transformation capacity of about 9,500 mVa. These
 additions to the Company''s network have helped in improving power
 supply situation in various regional grids leading to improved system
 reliability and better grid stability to meet the total all time high
 peak demand of 111gw & 811BU of energy in 2010-11.
 
 Presently, transmission projects of about Rs. 93,000 Crore are under
 various stages of implementation and are progressing well matching with
 commissioning schedule of generation projects in the country. This
 includes 25 new transmission projects approved by the Board of
 Directors in FY 2010-11 at an estimated cost of about Rs. 21,150 Crore
 comprising of about 8,000 ckm of transmission lines & 5200 Km of fibre
 optic network, 23 nos. sub-stations and transformation capacity of
 about 32,000 mVa.  Major ongoing projects are, Transmission System
 associated with generation projects like Subansiri & Kameng HEPs (which
 includes 2000 km, ±800 kv HvDC bipole link), DvC & Maithon Right Bank
 project, Sasan, Mundra & Krishnapatnam Ultra Mega Power Projects,
 Pallatana gBPP, Bongaigaon TPS, Transmission system for transfer of
 power from Bhutan to NR/wR, Interconnection between Indian & Bangladesh
 power grids, Development of High Capacity Transmission corridor for
 phase-I IPPs in the State of odisha, Transmission system for IPP
 generation Projects in the State of Sikkim & Chhattisgarh, etc. and
 System Strengthening schemes in Northern, Eastern, western & Southern
 Regions etc. Your Company has an impeccable track record of not
 bottling up of even a single mega Watt of power from central sector
 generation projects for want of inter-state transmission system.
 Accelerated growth path of your Company during XI plan can be
 demonstrated from the following table, which shows a phenomenal built
 up of about 30% capacity of Company''s present network in last four
 years only w.r.t. the capacity as built in last many years.
 
 Parameter                         as on         as on       addition 
                                                         during first
                           the beginning 
                              of Xi Plan    the end of 
                                            FY 2010-11  four years of 
                                                              Xi Plan
 
 Transmission network (ckm)       59,461        82,355        22,894
 
 Sub-stations (Nos)                  104           135            31
 
 Transformation Capacity (MvA)    59,415        93,050        33,635
 
 Financial Management
 
 Your Company exhibited an impressive financial performance during FY
 2010-11, earning a net profit of Rs. 2,697 Crore, thereby registering a
 highest ever rise of 32% as compared to previous year''s profit of Rs.
 2,041 Crore. Turnover of the Company stands at Rs. 9,100 Crore from Rs.
 7,504 Crore during FY 2009-10, i.e. up by 21%. gross Asset Base has
 been enhanced to Rs. 50,352 Crore from Rs. 43,202 Crore in FY 2009-10.
 
 Dividend Payout
 
 In FY 2010-11, your Company registered Earnings per Share (EPS) of Rs.
 6.19 as compared to Rs. 4.85 in previous fiscal. Your Board of Directors
 have recommended a final dividend of Rs. 1.25 per share for the year
 2010-11, in addition to an interim dividend of Rs. 0.50 per share paid in
 February, 2011. The total
 
 dividend paid for the year is Rs. 1.75 per share as against Rs. 1.50 per
 share paid last financial year. The final dividend shall be paid after
 your approval at the Annual general Meeting. The total dividend pay-out
 for the year amounts to Rs. 810.23 Crore representing 30% of profit after
 tax for the year.  Your Directors believe that strategic
 diversification into synergic business would lead to increase in
 shareholders'' value.  Therefore, focussed attention is being given for
 expanding the telecom and consultancy businesses for further
 improvement in financial performance.
 
 Capital investment and fund mobilisation
 
 Your Company made an investment of Rs. 12,005 Crore during FY 2010-11 for
 implementation of various ongoing projects.
 
 The requisite funds were mobilised from domestic market, proceeds of
 loans from multilateral funding agencies, namely, The world Bank and
 Asian Development Bank, besides internal resources of approx. Rs. 4,000
 Crore (including FPo proceeds).
 
 Directors'' responsibility statement
 
 As required u/s 217 (2AA) of the Companies Act, 1956, your Directors
 confirm that:
 
 - In the preparation of the Annual Accounts, the applicable accounting
 standards have been followed;
 
 - 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 at the end of the financial year and of the profit or loss
 of the Company for that period;
 
 - The Directors have taken proper and sufficient care in accordance
 with the provisions of the Act for safeguarding the assets of the
 Company and for preventing and detecting fraud and other
 irregularities;
 
 - The Directors have prepared the annual accounts on a going concern
 basis.
 
 Xi Plan investment programme
 
 For development of inter-State transmission system, an investment of
 about X 55,000 Crore has been planned by your Company during XI Plan
 which includes further development in National grid by adding
 inter-regional transmission systems, system strengthening schemes,
 transmission system to facilitate evacuation of power from generation
 projects under central sector and Ultra Mega Power Projects (UMPPs).
 Stepping towards realising the target, your Company has already made a
 capital investment of aboutRs. 37,445 Crore during the four (4) years''
 period of XI plan for implementation of various projects.
 
 Your Company has an excellent credit rating with financial
 institutions, thereby, is placed in a comfortable position in terms of
 resource mobilisation. The Company, as such, does not envisage any
 problem in mobilizing the resources for meeting the planned investment
 during last year of XI plan period. Loan requirement is planned to be
 met through borrowings from multilateral funding agencies (The world
 Bank and Asian Development Bank), Supplier''s credit and from domestic
 sources on the basis of requirement. Your Company being rated AAA by
 CRISIL, does not foresee any problem in mobilizing the required
 resources from domestic market at competitive rates.
 
 Going Public
 
 Company''s Follow-on-Public offer (FPo) of divestment of 10% of govt.
 equity (420,884,123 shares) and issue of 10% fresh capital (420,884,123
 shares) in November, 2010 received huge response both from domestic &
 foreign institutional investors; and was oversubscribed by almost 15
 times. FPo subscription opened on 9th November 2010 and closed for QIBs
 on 11th November 2010 and on 12th November 2010 for others. The issue
 price was fixed at Rs. 90 per share and a discount of 5% was offered for
 retail investors and employees. Post-issue, holding of government of
 India is 69.42%, while the balance 30.58% is held by public.  out of Rs.
 3,721 Crore raised from fresh issue of shares under FPo, Rs. 1,600 Crore
 has been spent during the FY 2010-11 on capital expenditure of
 identified projects. The funds garnered through FPo shall help the
 Company for part financing of projects during XI and XII plan.
 
 Commercial Performance
 
 Your Company''s performance on commercial front is highly satisfactory,
 especially in terms of realisation of transmission charges.  During the
 year 2010-11, current realisation stood at about Rs. 7,192 Crore, the
 highest so far, against Rs. 6,570 Crore realised last year.
 Post-securitisation, outstanding dues (beyond 90 days of billing)
 stands at ''nil'' as on March 31, 2011. The present LC coverage is about
 Rs. 567 Crore which is equivalent to 115% of average monthly billing.
 
 During the year, a total of 222 petitions of transmission projects
 involving transmission charges of Rs. 2,957 Crore were filed with CERC
 for Tariff period 2009-14. It includes filing of advance petitions, for
 the assets whose DoCo are anticipated till June, 2011.
 
 As per CERC Regulation on Sharing of Inter-State Transmission charges
 and losses, 2010, your Company, as CTU, has been mandated to perform
 Billing, Collection and Disbursement (BCD) on behalf of all the
 inter-State Transmission Service licensees. In view of this, new
 Transmission Service Agreement, Revenue Sharing Agreement & BCD
 procedures after incorporating comments from designated inter-State
 Customers and inter-State Transmission System licensees were drafted
 and submitted to CERC for approval. Several workshops have been
 conducted across all the regions with the State Transmission Utilities
 and DISCoMs for their institutional building for new billing,
 collection and disbursement mechanism.
 
 Development of National Grid
 
 Your Company is taking adequate measures for strengthening/
 establishing the inter-State and inter-regional links for enhancing the
 capacity of National grid in a time bound manner so as to ensure
 optimal utilization of uneven distribution of energy resources.
 Inter-Regional capacity addition of 1,600 mW was achieved during the
 year with the commissioning of Barh–Balia 400 kv Double circuit (Quad)
 line in June, 2010. By 31st march 2011, national Grid with
 inter-regional power transfer capacity of about 22,400 mW has been
 established, placing it among one of the largest synchronous grid in
 the world with installed generation capacity of about 1,17,000 Mw.
 Currently, substantial power is being exchanged across the regional
 grids and the capacity of this National grid is planned to be enhanced
 to about 28,000 Mw by the end of XI Plan with the expectation of
 generation capacity addition as programmed.
 
 Grid Management
 
 Development of National grid through reliable and stable operation of
 regional power grids has been a priority area for your Company. The
 Company is facilitating power evacuation from Central Sector generating
 Stations through its strong and robust transmission network and it is a
 matter of great pride that evacuation constraint has not been generally
 faced by any Central Sector generating Station during the year.
 
 grid Management is carried out through a hierarchial control philosophy
 using Supervisory Control and Data Acquisition, SCADA. Considering the
 increased complexity of grid operation of such a large network of the
 country, the facilities at all the five Regional Load Despatch Centers
 and National Load Despatch Centre are being upgraded continuously
 through deployment of latest technology. Your Company''s effective grid
 management measures & techniques are not only paying rich dividends but
 also restricted minimal grid disturbances besides improvement in vital
 grid parameters, improved data availability, visibility and
 transparency. This is very well demonstrated since indian Power Grids
 have not experienced any major grid disturbance during more than last
 eight years. Even minor grid disturbances in regional grids have come
 down significantly.
 
 All these measures have also led to increase in inter-regional power
 exchanges on real-time basis and helped in meeting more demand of
 energy deficit regions, thereby improving overall economy of the
 country. During FY 2010-11, about 56,700 million Units (mUs) of
 inter-regional energy transfer was facilitated across the country as
 compared to about 52,000 MUs during FY 2009-10. The frequency remained
 within the prescribed IEgC band (49.5 – 50.2 Hz) for most of the
 period.  on behalf of various State Power utilities and other players
 in the regional pool, POWERGRID, through its RLDCs, facilitated
 settlement of UI charges to the tune of Rs. 10,357 Crore in FY 2010-11.
 
 Power system operation Corporation Limited (PosoCo), a 100% subsidiary
 of your Company which was set up to look after grid Management function
 in line with goI directive, has started commercial operation from 1st
 october, 2010.  open access in inter-state transmission:
 
 In order to promote development of competitive electricity market,
 Short Term open Access (SToA) in inter-State transmission was
 successfully implemented since 2004.
 
 Under SToA, about 19,900 transactions were approved during the year
 involving more than 55,000 mUs of energy. Since introduction of SToA in
 May, 2004, cumulatively more than 73,600 bilateral transactions have
 taken place and about 218 Billion Units (BUs) have been exchanged.
 Around hundred captive power plants across the country have also
 availed the benefit of SToA.
 
 Being the nodal agency for grant of Long Term Access (LTA) to private
 producers, your Company has undertaken development of high capacity
 transmission corridors for evacuation of large quantum of power from
 various IPP generation projects. LTA has been granted for about 90,000
 Mw to 135 nos. of IPP projects. Development of transmission system for
 IPPs generation projects was a major concern especially due to
 non-finalisation of beneficiaries and firm commissioning schedule of
 generation projects by the generating companies. Taking the lead role,
 your Company organized various meetings with power generation
 developers, CEA, Ministry of Power and took up the case with CERC
 actively thereby achieving timely development of transmission systems
 for IPPs. Nine High Capacity Power Transmission Corridors have been
 finalized for meeting evacuation requirement of IPPs coming up in the
 State of Jharkhand, odisha, Chattisgarh, Madhya Pradesh, Andhra Pradesh
 and Tamil Nadu at an estimated cost of about Rs. 58,000 Crore, for which
 regulatory approval was accorded by CERC in May, 2010. Implementation
 of these corridors has been taken up by your Company in a phased manner
 matching with progress of generation projects. This shall go a long way
 in integrated development of transmission system in the country.
 
 Quality – a WAY of Life
 
 Your Company aims to provide quality services to its valued customers,
 and in order to do so, quality improvement measures/ techniques are
 being adopted at every stage right from conceptualisation of project
 till commissioning and subsequently during its operation. Besides, the
 areas requiring improvement are identified and immediately addressed.
 Your Company''s Quality Management System (QMS) is built upon the
 philosophy of Prevention, i.e. Quality Assurance rather than Detection
 while final product inspection. This system covers Design, Engineering,
 Procurement, Construction, operation and Maintenance activities for AC
 & HvDC transmission systems, SCADA, EMS & Communication projects.
 
 During the year, Quality management system of your Company was reviewed
 and based on evaluation of implementation of the latest systems and
 procedures, the revised certification was accorded. Your Company is
 certified with integrated management system as per Publicly available
 specification, Pas 99:2006 integrating requirement of ISo 9001:2008
 (Quality), ISo 14001:2004 (Environment) and oHSAS 18001:2007
 (occupational Health & Safety Management System). All the
 establishments of your Company were also audited for social
 accountability system, sa 8000:2008.  
 
 Technology Development
 
 Conserving Right-of-way (Row), minimizing impact on natural resources,
 coordinated development of cost effective transmission corridor,
 flexibility in upgradation of transfer capacity of lines matching with
 power transfer requirement are major areas of concerns in development
 of transmission network in the country. In order to address these
 issues effectively and to ensure development of efficient, coordinated
 and economical inter-State transmission system, the Company has
 undertaken several technological innovations.
 
 For efficient utilisation of precious Row, the Company is deploying
 state-of-the-art technologies such as high temperature low sag
 Conductors, series compensation including Thyristor Control, Multi
 Circuits, Compact & Tall Towers, High Surge Impedance Loading Lines,
 etc. For effective grid operation, high-tech o&M practices such as
 hotline maintenance, live line washing of insulators, use of emergency
 restoration system, large scale automation of sub-stations, etc. are
 being adopted.  Your Company gives priority to research activities with
 potential for societal, environmental & national benefits by
 application of advance technologies and finding solutions to gear up
 for future challenges. After commissioning & operating 765 kv UHv AC &
 ±500kv HvDC transmission system, POWERGRID is now working on next
 higher transmission voltages of 1200 kV UHVaC & ±800kV HVDC systems to
 achieve efficient utilization of Row and increased power transfer
 capability for transfer of bulk power over long distances.
 
 The 1200kV UHV aC technology is being developed by your Company for the
 first time in the world. This is one of the unique R&D projects in
 public-private partnership model. Development of 1200kv UHvAC
 technology has already been initiated by establishment of a Test
 Station (at Bina in the State of Madhya Pradesh), which is under
 progress as a collaborative effort with 34 indigenous equipment
 manufacturers who are partners in this development process. The
 objective of the project is development and establishment of 1200kv
 voltage level in the country with concerted co-ordination among
 technical experts for finalization of technical parameters, field
 testing, and trial operation etc. and extend support to equipment
 manufacturers for indigenous development of 1200kv system equipment.
 This endeavour shall not only benefit Indian Power sector but also
 Indian manufacturers who would emerge as world leader for 1200kv class
 equipment. with the introduction of Ultra High voltage in the
 transmission system, in addition to enhanced power transfer capability
 of the line, it will help in reduction of transmission losses and
 minimise Right of way requirement.
 
 Implementation of  /- 800 kV, 6000 mW HVDC Bi-pole of length around
 2000 Km from North Eastern region (Biswanath Chariali in the State of
 Assam) to Northern Region (Agra in the State of Uttar Pradesh) is under
 construction. This shall facilitate high quantum of power transfer.
 once implemented, this shall be the longest  /- 800kv HvDC line.
 
 Your Company is taking leadership initiative for implementation of
 smart Grid technology in the country. In this direction, your Company
 has implemented Smart grid Pilot Project using wAMS in Northern Region
 grid, for the first time in India. india smart Grid task force, being
 headed by Shri Sam Pitroda, Adviser to Hon''ble Prime Minister on Public
 Information Infrastructure & Innovations, is a nodal point for
 government''s activities related to Smart grid.  Secretariat of this
 prestigious forum is now being operated by your Company.
 
 High Temperature Superconducting cable provides unique solution of
 large amount of power transmission at lower voltage. In order to study
 the preliminary feasibility of developing the use of superconducting
 technology in transmission, an experimental superconducting AC line
 parallel to existing transmission line of 220kv at gurgaon gas
 Insulated Substation (gIS) is being explored.
 
 Lightning mapping of the system is very useful in optimizing lightning
 protection design and real time operation & maintenance of transmission
 lines. Pollution mapping helps in optimal insulation design and
 maintenance of transmission lines. Considering huge transmission
 expansion plan, POWERGRID has initiated pollution mapping of Northern
 Region in association with CPRI, Bangalore and lightning mapping in
 North-Eastern Region.
 
 national High Power test Laboratory Pvt. Ltd. (nHPtL), a Joint venture
 Company of POWERGRID, NTPC, NHPC and DvC has been created in May, 2009
 for establishment of a fully independent, professionally managed,
 international class, on Line High Power short Circuit test facility
 in India which shall provide a full range of short circuit test
 facilities for electrical equipment manufacturing industry and power
 utilities.
 
 Green initiatives
 
 Major reason for continuous degradation of earth''s climate and
 environment may be attributed to emission of billions of tons of
 greenhouse and other potent gases in atmosphere due to mankind''s heavy
 dependence on fossil fuel for many of its daily needs.  As Indian
 population is increasing and economy is growing at large pace, demand
 for power will increase manifold. It is well established fact that
 growth brings with it the risk of environmental problems, and unless
 significant energy conservation measures and large scale use of
 eco-friendly measures are undertaken, necessitating huge investments to
 protect the environment.  Transmission projects can play a significant
 role in harnessing clean/green power through innovative and challenging
 initiatives.  Accordingly, POWERGRID, being a responsive organisation,
 is constructing ±800kv HvDC high capacity transmission system for
 transfer of about 6,000 Mw of power from hydro projects in
 North-Eastern Region to far away beneficiaries in Northern & western
 Regions. The expected environmental benefits are:
 
 - Will reduce CO2 emissions by replacing thermal generation at load
 centres of Northern & western Regions by transmitting about 6,000 Mw of
 clean/green hydro power generated in phases in the remote and under
 developed North-Eastern Region of the country with negligible
 environment impact.
 
 - Otherwise, the Northern & Western Regions of the country, which are
 deficit in energy, would set up equivalent coal fired thermal power
 plants. It is envisaged that about 257 million tons of Co2 emission
 would be reduced during the 30 year lifecycle of the HvDC transmission
 system.
 
 It is heartening to note that our sincere efforts towards environment
 protection has started bearing fruits in terms of the appreciation and
 awards POWERGRID had received during the last three years.
 
 Business Development & Consultancy
 
 Your Company has acquired in-house expertise at par with global
 standards in the field of Planning, Design, Engineering, Load Despatch
 and Communication, Telecommunication, Contracts, Finance and Project
 Management. Utilising this expertise, consultancy is being offered at
 national & international level.
 
 The Company has emerged as a strong player in transmission sector in
 South Asia, Middle-east Asia & African countries and is providing
 consultancy services in United Arab Emirates (UAE), Nigeria and
 Bangladesh. Your Company has been keenly participating in projects
 funded by ADB, The world Bank, and other foreign organizations in
 various countries like vietnam, China, Kenya, Ethiopia, Uzbekistan,
 Afghanistan & Bangladesh.
 
 Throughout the year, business development opportunities continued to
 receive focussed attention and thrust across the entire value chain of
 the power sector. During the year 2010-11, your Company has bagged 45
 new assignments having project cost of about Rs. 600 Crore. Your Company
 has earned revenue of about Rs. 299.35 Crore during FY 2010-11 as
 consultancy fee from its various ongoing assignments against Rs. 269
 Crore earned last year.
 
 Further, your Company is playing an active role in preparing a roadmap
 for developing SAARC market for electricity on a regional basis to
 develop a cross country power-grid, harnessing each other''s capacities
 and resources in order to address the growing energy need in the
 region. Presently, various interconnections exist between india & nepal
 and between india & Bhutan. For evacuation of power from various
 upcoming HEPs in Bhutan, Punatsangchhu-I HEP (in Bhutan) - Alipurduar
 (in India) 400 kv D/c line between Bhutan & India is under
 implementation and expected to be completed by 2015. Further, an
 asynchronous interconnection between india & Bangladesh through 500 Mw
 HvDC back-to-back terminal along with Bheramara (Bangladesh) -
 Baharampur (India) 400kv D/C line is under implementation and expected
 to be completed by 2013. In addition, an interconnection between india
 and sri Lanka through HvDC bipole link including submarine cable for
 sea portion is being finalised. Further, for bulk transfer of power,
 interconnection between India and Nepal through 400 kv Dhalkebar (in
 Nepal) - Muzaffarpur (in India) D/C transmission line is under
 finalisation.
 
 Telecom Business
 
 In order to shore up its revenue base, POWERGRID spotted the
 opportunity of convergence between transmission & telecom, and entered
 into telecom business to leverage its country wide transmission
 infrastructure. Your Company is currently managing about 25,000 km of
 telecom network connecting all metros, major cities & towns, which has
 been maintained at an availability of 99.98%.
 
 It is our constant endeavour to provide a robust highway of
 telecommunication at affordable cost with ultra modern and eco-
 friendly implementation techniques. The Company is one of the few
 telecom players with marked presence in remote areas and has acquired
 Infrastructure Provider Category-I (IP-I), Internet Service Provider
 (ISP) Category ''A'' and National Long Distance (NLD) licenses to provide
 a variety of services.
 
 During 2010-11, telecom business earned revenue of about Rs. 187.20 Crore
 for the Company. Revenue realization to the tune of 99% of total sales
 was achieved during the year. The telecom business registered a Profit
 before Tax of Rs. 29.73 Crore for the financial year ended 31st March
 2011; and order Book rose to about Rs. 650 Crore in FY 2010-11 from Rs. 410
 Crore in previous year (i.e. up by 58%) despite a general slowdown
 experienced by Telecom industry due to intense price wars.  Your
 Company is one of the implementing agencies for the prestigious
 national Knowledge network project at a project cost of Rs. 6,000 Crore.
 The project envisages a gigantic 3 layer Telecom network of all
 knowledge centres across the country such as IITs, IISc, etc. on high
 speed connectivity. In this, your Company has bagged a contract of Rs.
 900 Crore to be realised over a period of 10 years, out of which
 advance of Rs. 384 Crore was received during FY 2010-11.
 
 with the focus now shifting more towards rural connectivity,
 POWERGRID''s role in telecom becomes even more significant as it has
 presence in rural & remote areas of the country by way of its Power
 Transmission network. Considering an ever increasing base of
 transmission towers across the country with a present base of about
 1,50,000 towers including remote/ rural areas, a business model of
 leasing transmission towers for placing telecom antennas has been
 formulated to generate additional business. In the first phase, tower
 space has been leased out in 3 States of J&K, HP & Punjab for
 installation of Telecom Antennas and for other States, it is under
 process. Your Company has made synergic tie-ups with multiple service
 providers for spreading out of its Point of Presence to more than 2200
 nodes on Pan-India basis. Company is also venturing into Multi-protocol
 Label Switching services as a value addition to its Dense wavelength
 Division Multiplexing / Synchronous Digital Hierarchy based Point to
 Point Telecom Network and has ventured into Data Center business for
 in-house requirement. This indeed is a major leap in achieving
 strategic network expansion by which your Company has strengthened its
 capabilities to reach and cater even remotely placed segments
 particularly small towns and villages.
 
 In recognition of its sturdy and reliable Telecom Infrastructure and
 its Telecom services, your Company has been conferred with emerging
 telecom infrastructure Provider award by INFoCoM CMAI National Telecom
 Awards, 2010.  ContriBUtion in DistriBUtion reforms
 
 To derive benefit of additions in generation & transmission by end
 consumers, govt. of India has launched Accelerated Power Development &
 Reforms Programme (APDRP) and Rajiv gandhi grameen vidyutikaran Yojana
 (RggvY), which are aimed at bringing qualitative improvement in
 sub–transmission and distribution sector and expected to achieve
 reduction of AT&C losses.  Your Company is playing a significant role
 in carrying forward the distribution reforms through undertaking APDRP
 works on behalf of govt. of India in various parts of the country. Most
 of these schemes have been commissioned/ are nearing completion.  Under
 RggvY, your Company has been assigned the job for execution of rural
 electrification works in 68 districts in the country covering about
 72,800 villages. During the year, POWERGRID created infrastructure for
 electrification in 4710 un-electrified villages against a target of
 3500 villages, achievement of about 135%. Service connections were
 provided to about 10.60 Lakh BPL households against a target of 7 Lakh,
 achievement of over 150%. Cumulatively, till March, 2011,
 infrastructure has been created for electrification of 55,445 villages.
 Further, service connection to about 26.79 Lakh BPL households has also
 been released under RGGVY.
 
 E-Governance
 
 In line with international practices, your Company has taken up an
 initiative to deploy Enterprise wide IT System, which will facilitate
 operation of different business processes in an integrated manner and
 to achieve optimal use of resources. This includes, rolling-out of
 Enterprise Resource Planning (ERP) system across the organization along
 with establishment of state-of-the-art Data Centre, Communication
 Network and Disaster Recovery Site which shall be completed
 progressively in next two to three years.  In addition, the Company has
 also taken various steps to improve upon IT security envisaging
 potential increase in IT dependence in day to day operations. Your
 Company has been assigned the task for establishing
 CERT-Transmission, a forum of all State transmission utilities of the
 country, to address IT security and required timely response at the
 time of crisis.
 
 Sustainable Development
 
 As we all know, electricity has become a necessity in our day to day
 life and it plays the pivotal role in economic development of the
 country. while, it''s use in one hand has sharply benefited the quality
 of life, on the other hand it''s generation has raised several social,
 environmental, economical and political issues, which need to be
 understood in its right perspective and addressed accordingly. Though
 transmission projects are non polluting, your Company has developed a
 detailed corporate strategy document environmental and social Policy
 and Procedures (esPP) in 1998 and upgraded it from time to time
 through wide consultations with social bodies, local communities, govt.
 agencies, etc. in line with International best practices. The policy
 outlines the Company''s approach and commitment to deal with
 environmental and social issues, relating to transmission projects, and
 lays out management procedures and protocols to address the same. The
 policy is applauded by the multilateral funding agencies like The world
 Bank & ADB and the Company applies the same for all projects across the
 country.  Your Company is the first Power Company in India, which has
 come out with the Sustainability Report in March, 2010 and is giving
 shape to sustainability reporting process so as to establish a
 procedure for information disclosure and communication to stakeholders.
 Sustainability reporting benefits the Company in the long run by
 establishing a system of measuring, monitoring and reporting
 environmental and social performance.
 
 The pioneering technologies like 1200kv UHv AC & ±800kv HvDC being
 undertaken by your Company will enable transfer of large quantum of
 power over single corridor upon implementation and further minimise the
 environmental and social impact.
 
 Corporate Social Responsibility
 
 Your Company has earmarked one percent (1%) of Profit After Tax (PAT)
 for the preceding year as non lapsable budget for CSR activities.
 During FY 2010-11, a major portion of CSR budget was spent on different
 thrust areas like education, health, infrastructure development, games
 & sports etc. Being of long lasting value, these facilities have played
 a pivotal role in improving the standard and quality of life of local
 people around our establishments. The efforts made by your Company have
 been applauded and earned the goodwill of the local inhabitants.
 
 Your Company sponsored ten students, who were meritorious but under
 privileged for taking coaching for preparation of IIT-JEE entrance
 exam-2011 in Utkarsh Super-30, Delhi Centre, as a part of Corporate
 Social Responsibility. It is heartening to know that six out of ten
 students got into IITs and rest four students qualified for other
 reputed engineering institutes.  Public Distribution Shops in the
 villages of Rajavur, Senganadipudur & Karupusamypudur were constructed
 and handed over to the Block Development officer, Udumalpet which
 benefitted nearly 900 local villagers. Further, 15 desktop computer
 systems were handed over to the Principal of the Deaf Enabled
 Foundation in Hyderabad. 118 nos. of solar street lamps were handed
 over to District Administration of Raichur for the benefit of
 Umalipannur, Duganur, Kataknur and Malkapur villages of Raichur
 district and a 250 kvA Dg was provided to District Hospital of Leh.
 
 People, our Prime movers Development of Human Capital
 
 Your Company strongly believes that human capital is the most vital
 asset of the organization and accordingly, its policies are focused on
 development of human resource through skill upgradation, career
 enhancement, job enrichment & job rotation.
 
 Your Company has developed in-house online Training Need Assessment
 (TNA) System through which individual TNA of 8,300 employees were
 captured. The findings of TNA were corroborated & discussed with Focus
 group at Regional and Corporate level for identification and alignment
 with organizational requirements before finalisation of Learner''s
 Planner for 2011-12.
 
 For overall competency enhancement of employees in synchronization with
 business needs, environment and individual development plan, 49,831
 mandays of training was imparted to the employees during FY 2010-11. In
 addition, induction training was provided to 143 Executive Trainees,
 316 Supervisor Trainees and 340 workmen Trainees during the year.
 Training has also been imparted to the employees of State power
 utilities and other utilities within the country and overseas.
 
 MoUs have been signed with MDI, gurgaon, Jamia Millia Islamia, New
 Delhi, Amity International Business School & Birla Institute of
 Management Technology, Noida, which will enable organizations to
 leverage each others capability and resources in area of pedagogy,
 training, research and innovation in systems, process etc. Further,
 your Company has tie-up with Foundation of Innovation and Technology
 Transfer of IIT, Delhi for conducting certification programmes for
 operation & maintenance of transmission system and telecom.
 
 Considering the growing needs of the organization, a number of
 initiatives have been taken up with high priority accorded for Training
 & Development.
 
 During the year, POWERGRID has inducted 979 personnel at various levels
 viz., Executives, Supervisors, workmen in different areas through open
 Advertisement on All India basis and Campus Selection from reputed
 Engineering and Management Institutes for executives, and for
 non-executives through Employment Exchange and local advertisement at
 regional level.
 
 For mutual benefit in the area of Power Transmission Line Construction,
 your Company has initiated capacity building programmes and overall
 skill development in the country with the help of Transmission Line
 (TL) construction contractors under Public Private Partnership mode. A
 Memorandum of Understanding was signed with some of the TL Construction
 Contractors for training of unemployed youth in the field of TL
 construction jobs. Short term training courses were also offered in
 Power Transmission Line Tower Erection and Power Transmission Line
 Stringing works. Accreditation to these courses are being accorded by
 Directorate general of Employment and Training (DgET), Ministry of
 Labour & Employment under Modular Employable Skills of Skill
 Development Initiative Scheme and these courses have been included in
 the list of Modular Employable Skills courses approved by National
 Council for vocational Training (NCvT). Candidates, after successfully
 passing the examination conducted by Assessing Bodies appointed by
 DgET, shall be provided certificate by NCvT, govt. of India.
 
 For augmenting the Capacity Building initiatives, transmission Line
 management institute has been established at Misa along with extension
 Centre at Salakati in Assam.
 
 Knowledge Map and Knowledge Matrices of your company have been prepared
 along with its business verticals. This has helped the organization to
 identify the present knowledge assets in relation to corporate strategy
 and identify sources for bridging the knowledge gap. This has enabled
 your Company to figure out where knowledge, expertise and experiences
 reside in our people, documents, processes, systems and systemic
 routines. It is the first document of its type in Indian Power
 Industry.
 
 Your Company has been bestowed with numerous awards in various
 categories. The major HR related awards bagged this year are training
 excellence Gold award by greentech Foundation for its hallmark
 performance in area of Training and Development, Best Hr strategy in
 Line with Business award and award for excellence in training by
 Asia''s Best Employer Brand Awards 2010 at Singapore; amity Hr
 excellence award for Best Environment friendly and Employees Safety
 practices; award for talent management under 5th Employer Branding
 Awards 2010-11 by Employer Branding Institute and organization with
 innovative Hr Practices under global HR Excellence Awards 2010-11; Hr
 excellence award for PsU sector for innovative Hr Practices under
 Talent Leadership and HR Awards (for excellence in Human Resource
 Development) presented by Star News; india shining star Csr award in
 the Power Sector instituted by wockhardt Foundation, Mumbai.
 
 Employee welfare
 
 During the year, the Industrial Relations scenario in the Corporation
 has been cordial and no man days were lost.  An effective work culture
 has been established in the organization through empowerment,
 transparency, decentralization, and practice of participative
 management.
 
 The Company also holds open sessions, chaired by the CMD and all the
 functional Directors, for eliciting views/suggestions of the employees
 concerning the overall development & growth prospects of the
 organization.
 
 Your Company believes in participation of all the employees down upto
 workmen level for meeting the objectives of the company. In your
 Company, POWERGRID National Bipartite Committee (PNBC), a joint
 consultative forum comprising of management and workmen representatives
 exists, which provides a platform for addressing issues related to the
 workmen cadre at the national level including the signing of three long
 term wage agreements. The forum is associated with the decision making
 process in policy formulation concerning larger issues of workmen
 category. The forum has also been instrumental in communicating the
 company''s vision, business plans, core values and important business
 developments.  Besides, regional level issues pertaining to workmen are
 dealt through regional forum of PNBC called PRBC (POWERGRID Regional
 Bipartite Committee). Your company was amongst the first few companies
 to implement wage revision (w.e.f. 1st January, 2007) for workmen &
 supervisors, this year.
 
 Citizen''s Charter
 
 Your Company has formulated its Citizen''s Charter providing a visible
 front of its objectives, mission, commitments, terms of service and its
 obligation to various stakeholders. Information about its schemes,
 policies, project plans of the Corporation and issues of general
 interest to stakeholders is available in the offices. This information
 is also available on Company''s web site.
 
 Implementation of official Language
 
 Your Company is committed to ensure the implementation of Rajbhasha
 policy and has made all efforts to ensure use of Hindi as laid out in
 the Rajbhasha Annual Plan of the government of India. To promote the
 use of official language, various activities like Annuvad Abhayaas
 Karyakram, training for use of computer in Hindi applications are
 organized to enhance the working knowledge. In addition, lectures on
 various topics by eminent Hindi scholars are arranged on regular basis
 to change the mindset of the employees.
 
 Your Company maintains one of the best libraries in public sector
 wherein books, popular/ literary magazines and newspapers in Hindi are
 available. Every year, Akhil Bhartiya Rajbhasha Sammelan, Kavi
 Sammelan, Drama, and competitions in Hindi writing etc. are also
 organized.
 
 Attractive incentive schemes for employees have also been instituted
 for official working in Hindi and to contribute articles/ write ups for
 in-house magazines.
 
 The effort made by your Company has been applauded in many forums. As a
 result of the excellent work being done by your Company in the field of
 Rajbhasha implementation, the Company has been conferred with NTPC
 Rajbhasha shield for the year 2009-10 and Rajabhasha Shiromani
 shield. The Company''s in-house magazine grid Darpan has bagged
 Rajbhasha grih Patrika Samman during the year.
 
 Corporate Image Through Communication Management
 
 This year, your Company launched the desired publicity campaign wherein
 the key strengths and expertise of the Company was presented to
 potential investors. Print and electronic media, Tv & radio
 commercials, outdoor hoardings and investor road shows were held for
 publicity campaign. This has equally contributed to the mega success of
 the Follow-on-Public offer of the Company.
 
 Your Company launched advertisement campaigns in leading business
 magazines to pitch the consultancy business to SEBs, IPPs and other
 potential clients. Your Company also participated in a number of
 Exhibitions and Conferences including the world Energy Congress held
 in Montreal, Canada so as to maximize brand exposure and to explore
 business opportunities. Your Company successfully organised the
 gRIDTECH 2011 exhibition and international conference in which about
 120 exhibitors showcased their state-of-the-art products in the field
 of transmission, distribution and grid management.  Internal
 communications play a key role in enabling employees across the company
 to understand and embrace the Company''s mission, goals and strategies.
 Monthly newsletters, house journals, wall magazines are published &
 widely circulated to apprise the employees of the developments,
 achievements & events, viewpoints of management and also give a
 platform to employees to participate and take pride of their Company.
 The media centre link of your Company''s website was also revamped as
 Communication Lounge with new features such as media coverage, PR kit,
 industrial photography, query form etc.
 
 Your company maintained cordial relations with the media so as to
 effectively deliver key messages to target audiences. In order to
 ensure that the Company''s perspective on any given issue is reflected
 in the media, regular press releases were issued and press conferences
 were conducted along with interviews of top management were regularly
 published in leading publications/ journals & electronic media.
 
 Vigilance - Transparency
 
 governed by the principles of good Corporate governance, the Company
 strives to be accountable to the nation by being as transparent as
 possible about its operations; and the year gone by was another such
 year for Company''s renewed commitment to transparency. During the year,
 a large number of systems improvements were undertaken by the Company
 to plug loopholes in the system and emphasis was laid on the awareness
 process in the Company.
 
 Training was imparted to employees on ''Ethics and vigilance Matters''
 through various preventive vigilance workshops, in which 440
 non-vigilance executives were imparted training. vigilance executives
 were also sent on training to various organizations like CBI and the
 National Institute of Criminology and Forensic Science, besides
 participating in training programmes organized at Corporate Centre. In
 addition, vigilance executives were also sent on foreign training at
 RIPA International, London.
 
 Your Company also conducts process online inspections in which critical
 works are inspected at the initial stage of execution by the vigilance
 executives for shortcomings, if any. A large number of inspections have
 been conducted both by vigilance executives as well as by the Chief
 Technical Examiner''s organisation (CTE). on the basis of these
 inspections, adequate cost compensation was affected for not conforming
 to technical specifications, wherever applicable. Besides this, a
 considerable number of CTE paras were also settled during the year.
 
 The vigilance Awareness Period was organized from 25th october to 1st
 November, 2010 as per the directives of the Central vigilance
 Commission. The pledge was administered to all employees across the
 Country. During the week, various competitions were organized for the
 employees and their family members. Billboard and banners were put up
 at public places in order to generate publicity against corruption.
 Street plays and road shows were also organized. During this period,
 debate competitions on topics related to vigilance were also organized
 at various schools. The week concluded with the release of the in-house
 journal ''Candour'' at the valedictory functions wherein prizes were also
 distributed.
 
 To spread awareness amongst employees and to prevent violation of the
 Contract Rules, bulk SMS service was inaugurated during the occasion of
 the vigilance Awareness Period and sent to all employees in order to
 educate them on vigilance matters. Bulk SMS on the Conduct, Discipline
 & Appeal (CDA) Rules are being sent to all the employees every month.
 
 Management Discussion And Analysis
 
 In addition to the issues in the Directors'' Report, some issues have
 been brought out in report on Management Discussion and Analysis placed
 at annexure-i to this Report.  
 
 Particulars of Employees
 
 The particulars of employees of the Corporation who were in receipt of
 remuneration in excess of the limit prescribed under Section 217 (2A)
 of the Companies Act, 1956 is given in annexure-ii to this Report.
 
 Conservation of Energy, Technology Absorption And Foreign Exchange
 Earnings And Outgo
 
 As per requirements of disclosures under Section 217(1) (e) of
 Companies Act,1956 read with Rule 2 of the Companies (Disclosures of
 Particulars in the Report of Board of Directors) Rules, 1988
 information relating to conservation of energy, technology absorption
 and foreign exchange earnings and outgo, is given in annexure-iii to
 this Report.  
 
 Comptroller And Auditor General''s Comments
 
 Comments on the Accounts for the year ended 31st March, 2011 by the
 Comptroller and Auditor general of India under Section 619(4) of the
 Companies Act, 1956 are given in annexure-iV to this report.
 
 Corporate Governance
 
 A Report on the Corporate governance annexure-V, forming part of this
 Report, together with the Certificate thereon is given in annexure-Vi
 to this Report.
 
 Your Company has got its Secretarial Compliance Audit conducted for the
 financial year ended 31st March, 2011 from M/s.  Sanjay grover &
 Associates, Practising Company Secretary. Their Report forms part of
 this Annual Report. (annexure-Vii)
 
 Statutory Auditors of the Company
 
 The Statutory Auditors of your Company are appointed by the Comptroller
 & Auditor general of India. M/s A.R. & Co., M/s Umamaheswara Rao & Co.,
 M/s S R I Associates were appointed as Joint Statutory Auditors for the
 financial year 2010-11.
 
 Cost Auditors of the Company
 
 POWERGRID had appointed the following Cost Auditors under Section 233B
 of the Companies Act, 1956 for the Financial Year 2010-11:
 
 Sh. Jugal Kishore Puri, Cost Accountant - NR-I, NR-II & SR-II
 
 M/s. Chandra wadhwa & Co, Cost Accountants - wR-I, wR-II & SR-I
 
 M/s. Mani & Co., Cost Accountants - ER-I, ER-II & NER
 
 The due date for filing Cost Audit Reports for the financial year
 2010-11 with the Cost Audit Branch, Ministry of Corporate Affairs is
 September 30, 2011 and the same will be filed with the Cost Audit
 Branch within the stipulated time.
 
 Powergrid''s Board
 
 During the year, the tenure of four non-official Part-time Directors -
 Dr. P. K. Shetty, Dr. A. S. Narag, Shri Anil K. Agarwal and Shri F. A.
 vandrevala came to an end, who were appointed for a period of three
 years with effect from July 10, 2007 to July 9, 2010 and accordingly,
 they ceased to be Directors of POWERGRID. However, they were
 reappointed by goI vide order dated october 19, 2010 w.e.f. July 10,
 2010 for a period of one year. The tenure of two non-official Part-time
 Directors Shri Ashok Khanna and Shri S.CTripathi came to an end on
 April 24, 2011 and they ceased to be Directors. The Board wishes to
 place on record its deep appreciation for the valuable services
 rendered by Shri Ashok Khanna and Shri S.CTripathi, during their
 association with POWERGRID. Shri J. Sridharan, Director (Finance)
 superannuated on April 30, 2011 and ceased to be Director on the Board
 of POWERGRID. The Board also wishes to place on record its deep
 appreciation and gratitude for the invaluable contribution and
 unstinted support to the Company given by Shri J. Sridharan during his
 tenure as Director (Finance).
 
 Further, the tenure of four non-official Part-time Directors - Dr. P.
 K. Shetty, Dr. A. S. Narag, Shri Anil K. Agarwal and Shri F. A.
 vandrevala came to an end on July 9, 2011 and they ceased to be
 Directors. The tenure of Mrs. Sarita Prasad, non official part time
 Director came to an end on August 3, 2011. The Board wishes to place on
 record its deep appreciation for the valuable services rendered by Dr.
 P. K. Shetty; Dr. A. S. Narag; Shri Anil K. Agarwal; Shri F. A.
 vandrevala; Shri Ashok Khanna; Shri S. C.  Tripathi; and Mrs. Sarita
 Prasad.
 
 Shri R. T. Agarwal taken the charge of Director (Finance) with effect
 from July 29, 2011.
 
 In accordance with the provisions of Section 255 and 256 of the
 Companies Act, 1956 read with Article 31(c) (iii) of the Articles of
 Association of the Company, Shri v. M. Kaul, Director and Shri Rakesh
 Jain, Director shall retire by rotation at the Annual general Meeting
 of your Company and being eligible, offer themselves for
 re-appointment.
 
 Acknowledgements
 
 The Board of Directors, with deep sense of appreciation, acknowledges
 the guidance and co-operation received from govt.  of India,
 particularly Ministry of Power, Ministry of Finance, Ministry of Home
 Affairs, Ministry of External Affairs, Ministry of Statistics and
 Programme Implementation, Ministry of Environment & Forests, Central
 Electricity Regulatory Commission, Appellate Tribunal for Electricity,
 Central Electricity Authority, Planning Commission, Department of
 Public Enterprises, Regional Power Committees, and other con cerned
 govt. departments/agencies at the Central and State level as well as
 the Securities and Exchange Board of India, National Stock Exchange of
 India Ltd., and Bombay Stock Exchange Ltd., without whose active
 support, the achievements by the Corporation during the year under
 review would not have been possible.
 
 Board''s special appreciation and thanks are due to our valued
 customers, various State power utilities and other clients, who have
 awarded various consultancy works and reposed faith in Company''s
 capability to handle them. The Board also appreciates the contribution
 of contractors, vendors and consultants for successful implementation
 of various projects by the Company.  The Directors take this
 opportunity to thank the Principal Director of Commercial Audit and
 Ex-officio Member Audit Board- III for the cooperation during the year.
 Directors also acknowledge the valuable suggestions and guidance
 received from the Statutory Auditors during the Audit of Accounts of
 the Company for the year under review. The Board also conveys its
 sincere thanks to various national/international financial
 institutions/ banks/ credit rating agencies for their timely assist
 ance, continued trust and confidence reposed by them on POWERGRID.
 
 we have achieved a great deal this year and none of it would have been
 possible without the skills and dedication of each member of POWERGRID
 family at all levels. I would like to thank the Executive team for its
 strong leadership and all our employees for their commitment and
 enthusiasm to achieve our aim to be the world''s premier transmission
 network utility.
 
                           For and on behalf of the Board of Directors
 
 Place: New Delhi                                    (S. K. Chaturvedi)
 
 Date: 04.08.2011                         Chairman & Managing Director