Dear Members,
 
 The Directors are pleased to present the Twenty Third Annual Report
 and the audited accounts for the financial year ended March 31, 2011:
 
 FINANCIAL RESULTS
 
 The financial performance of the Company, for the year ended March 31,
 2011 is summarized below:
 
 PARTICULARS                                   2010-11        2009-10
 
                                                            RS. CRORE
 
 Total Revenue                                 4480.20        7541.60
 
 Profit Before Interest, Depreciation &Tax 
 (PBIDT)                                        477.35         809.17
 
 Less: Interest                                 310.11         263.80
 
 Gross Profit                                   167.24         545.37
 
 Less: Depreciation                             156.52         132.68
 
 Profit Before Tax (PBT)                         10.72         412.69
 
 Less: Provision for Taxation including 
 Deferred Tax Charge                             (1.66)         45.29
 
 Profit After Taxation (PAT)                     12.38         367.40
 
 Add: Profit Brought Forward                    910.81         648.47
 
 Transfer from Foreign Project Utilised Reserve      -           0.75
 
 Surplus Available for appropriation            923.19        1016.62
 
 Appropriation
 
 Dividend on Equity Shares                        4.98           4.99
 
 Corporate Tax on Dividend                        0.81           0.82
 
 Amount transferred to General Reserve               -          40.00
 
 Amount transferred to Debenture 
 Redemption Reserve                                  -          60.00
 
 Profit carried to Balance Sheet                917.40         910.81
 
 CAPITAL STRUCTURE
 
 During the year under review, the share capital of your Company was
 changed/ altered by further allotment of 9,450 equity shares of Rs. 2/-
 each to employees under ESOP 2005 and ESOP 2006 of the Company.
 
 DIVIDEND
 
 Your Directors have recommended a dividend of Re. 0.15 per equity share
 for the financial year ended March 31, 2011 amounting to Rs.5.79 crore
 (inclusive of tax of Rs.0.81 crore)
 
 OPERATIONS REVIEW
 
 During the year, your Company''s operations were under pressure as a
 result of inflationery pressures on account of steep hike of
 commodities and oil prices, being critical inputs to the operations.
 The inflationery pressures forced Central Banks to adopt tight monetary
 policies, resulting into higher interest rates. The infrastructure
 sector was badly hit as a result thereof.
 
 Total Revenues of your Company decreased from Rs. 7541.60 crore in FY
 2009-10 to Rs. 4480.20 crore in FY 2010-11. Profit before interest,
 depreciation and tax (PBIDT) decreased by 41% from Rs. 809.17 crore in
 FY 2009-10 to Rs. 477.34 crore in FY 2010-11
 
 During the year, the unsecured loans of your Company have decreased
 from Rs. 472 crore to Rs. 336 crore. The secured loans have decreased
 during the year from Rs. 3031 crore to Rs. 2972 crore. During the year,
 the Company issued 10.50% Secured Redeemable Non Convertible Debentures
 aggregating to Rs. 300 crore
 
 Profit Before Tax (PBT) of the Company decreased from Rs. 412.69 crore
 in FY 2009-10 to Rs. 10.72 crore in FY 2010-11 and Profit After Tax
 (PAT) decreased from Rs. 367.40 crore in FY 2009-10 to Rs.12.38 crore
 in FY 2010-11
 
 BUSINESS REVIEW
 
 A detailed business review is being given in the Management Discussion
 and Analysis section of the Annual Report.
 
 SUBSIDIARY COMPANIES AND
 
 JOINT VENTURES
 
 During the year, 14 new subsidiaries/ step down subsidiaries were
 added; these are Punj Lloyd Engineering Pte LTD, PLI Ventures Advisory
 Services Private Limited (formerly Vasuda Investment Advisory Services
 Private Limited), Punj Lloyd Solar Power Limited, Khagaria Purnea
 Highway Project Limited, Dayim Punj Lloyd Construction Contracting
 Company Limited, Punj Lloyd SDN BHD, Indtech Trading FZ LLC, Punj Lloyd
 Infrastructure PTE LTD (formerly Fullally PTE LTD), PLI Ventures
 Limited, Punj Llyod Kenya LTD, Sembawang Mining (kekal) PTE LTD,
 Sembawang International Limited, Sembawang (Tianjin) Investment
 Management Co. Ltd and PT Sembawang Indonesia Four step down
 subsidiaries viz. Spectra ISP Networks Private Limited, Construction
 Technology Pte Ltd, Sembawang (Hebei) Building Material Co. Ltd and
 Technodyne International Ltd. ceased to be subsidiaries of the Company
 
 In accordance with the General Circular issued by the Ministry of
 Corporate Affairs, Government of India, the Balance Sheet, Profit and
 Loss Account and other documents of the subsidiary companies are not
 being attached with the Balance Sheet of the Company. The Company will
 make available the Annual Accounts of the subsidiary companies and the
 related detailed information to any member of the Company who is
 interested in obtaining the same. The Annual Accounts of the subsidiary
 companies are available for inspection at the Registered Office of the
 Company and that of respective subsidiary companies between 11.00 am to
 1.00 pm on all working days. The Consolidated Financial Statements
 presented by the Company include financial results of its subsidiary
 companies.
 
 A statement in respect of each of the subsidiaries, giving the details
 of capital, reserves, total assets and liabilities, details of
 investment, turnover, profit before taxation, provision for taxation,
 profit after taxation and proposed dividend is attached to this report.
 
 HEALTH, SAFETY AND ENVIRONMENT (HSE)
 
 During the year 2010-11, the Company''s focus was on improving execution
 by strengthening the existing processes through frequent audits,
 reports and meetings on HSE related matters. A regular HSE audit
 mechanism is mplemented along with quality management systems. Safe
 work environment is established and being sustained through a united
 effort by all. Environmental management is promoted by managing our
 operations in a responsible way
 
 The Company''s objective is to protect people''s health, ensure zero
 injuries and avoid or minimise any environmental impact that can occur
 due to the operations. A detailed note on HSE practices and initiatives
 is included in Management Discussion and Analysis.
 
 DIRECTORS
 
 Mr. Luv Chhabra and Mr. Niten Malhan retire by rotation, and being
 eligible, offer themselves for reappointment at the ensuing Annual
 General Meeting. Necessary resolutions for reappointment have been
 included in the notice convening Annual General Meeting.
 
 During the year, Mr. Scott R Bayman ceased to be a director of the
 Company with effect from July 2, 2010. Ms. Ekaterina A Sharashidze was
 appointed as an Additional Director of the Company with effect from
 December 28, 2010 In accordance with the provisions of Section 260 of
 the Companies Act, 1956. Ms. Ekaterina A Sharashidze would hold office
 till the date of the Annual General Meeting of the Company scheduled to
 be held on August 12, 2011. The Company has received requisite notice
 in writing from a member proposing her candidature for the office of
 Director liable to retire by rotation.
 
 Mr. Luv Chhabra was appointed as a Whole- time Director of the Company
 for a period of five years with effect from July 1, 2006 and his term
 of office ends on June 30, 2011. In view of the contribution made by
 Mr. Luv Chhabra in the overall progress of the Company, it is proposed
 to re-appoint Mr. Luv Chhabra as Whole-time Director for a period of
 five years with effect from July 1, 2011
 
 Brief resumes of the Directors being appointed/ re-appointed, as
 required under Clause 49 of the Listing Agreement, are provided in the
 explanatory statement to the Notice convening ensuing Annual General
 Meeting.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to the requirements of Section 217(2AA) of the Companies Act,
 1956 it is hereby confirmed:
 
 - That in the preparation of the annual accounts, the applicable
 accounting standards have been followed
 
 - That the Directors have selected such accounting policies and applied
 them consistently and made judgments and estimates that were 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 the period under review.
 
 - That 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 for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities; and
 
 - That the Directors have prepared the annual accounts of the Company
 on a ''going concern'' basis
 
 EMPLOYEE STOCK OPTION SCHEME
 
 The details as required to be provided in terms of the Securities and
 Exchange Board of India (Employee Stock Option Scheme and Employee
 Stock Purchase Scheme) Guidelines, 1999 as amended from time to time
 with regard to the Employee Stock Option Plan 2005 and Employee Stock
 Option Plan 2006 of the Company as on March 31, 2011 are given below.
 
 CORPORATE GOVERNANCE
 
 The Report on Corporate Governance as stipulated under Clause 49 of the
 Listing Agreements executed with the Stock Exchanges is attached and
 forms part of the Annual Report.
 
 The requisite Certificate from the Auditors of the Company confirming
 compliance with the conditions of Corporate Governance as stipulated
 under the aforesaid Clause 49 is attached to this report.
 
 MANAGEMENT DISCUSSION AND ANALYSIS
 
 Management Discussion and Analysis report for the year under review, as
 stipulated under Clause 49 of the Listing Agreement with the Stock
 Exchanges is presented in a separate section forming part of the Annual
 Report.
 
 CONSOLIDATED FINANCIAL STATEMENT
 
 In accordance with the Accounting Standard (AS-21), Consolidated
 Financial Statements are attached and form part of the Annual Report
 and Accounts.
 
 AUDITORS'' AND AUDITORS'' REPORT
 
 M/s S. R. Batliboi & Co, Chartered Accountants, Statutory Auditors of
 the Company, hold office until the conclusion of the ensuing Annual
 General Meeting and are eligible for reappointment.
 
 The Company has received letter from the statutory auditors to the
 effect that their reappointment, if made, would be within the
 prescribed limits under Section 224 (1 B) of the Companies Act, 1956
 and that they are not disqualified for reappointment within the meaning
 of Section 226 of the said Act.
 
 The observations of the Auditors have been fully explained in Notes 12
 and 13 in Annexure 1 to the Abridged Financial Statements and also
 Notes 29 and 30 in Schedule M to the complete set of Financial
 Statements
 
 I INTERNAL CONTROL SYSTEM
 
 The Company''s internal control system is commensurate to the size and
 nature of its business and it: 
 
 - Ensures timely and accurate financial reporting in accordance with
 applicable accounting standards;
 
 - Ensures optimum utilization, efficient monitoring, timely maintenance
 and safety of assets;
 
 - Compliance with applicable laws, regulations, listing agreements and
 management policies;
 
 - Effective management information system and review of other systems
 
 The Company has an Oracle based ERP System across business units and
 all processes like Procurement, Inventory Management, Vendor Payments,
 Accounts Receivables, Fixed Assets and Financial Accounting are on this
 platform ERP ensures greater uniformity, swift exchange of information
 and alignment of business units in different geographies
 
 During the year Legal Tracker was mplemented through intranet to
 capture status and cost of legal cases, process of e-payment and
 e-bidding were also implemented for increased automation and control.
 For test checks on the Internal Controls, the Internal Audit Division
 conducts audits across the Company throughout the year, reports the
 observations to the Audit Committee and tracks the compliance status of
 the audit observations Data Analysis through Computer Assisted Auditing
 Techniques (CAAT) is an integral part of Internal Audit. Project
 reviews covering various aspects of project are carried out by the
 Internal Audit team as part of internal control on a regular basis
 
 FIXED DEPOSITS
 
 The Company has not accepted any fixed deposits from public,
 shareholders or employees during the year
 
 PARTICULARS OF EMPLOYEES
 
 In terms of the provisions of Section 217(2A) of the Companies Act,
 1956 read with the Companies (Particulars of Employees), Rules, 1957,
 as amended, the names and other particulars of employees are set out in
 the annexure to the Directors'' Report. However, as per the provisions
 of Section 219 (1) (b) (iv) of the Companies Act, 1956 the Annual
 Report excluding the aforesaid information is being sent to all the
 members of the Company. Any member interested in obtaining such
 particulars may write to the Company Secretary at the Registered Office
 of the Company.
 
 CONSUMPTION OF ENERGY AND FOREIGN EXCHANGE EARNINGS AND OUTGO
 
 The details as required under the Companies (Disclosure of Particulars
 in Report of Board of Directors) Rules, 1988 are given as an annexure
 to the Directors'' Report. However, as per the provisions of Section 219
 (1) (b) (iv) of the Companies Act, 1956 the Annual Report excluding the
 aforesaid information is being sent to all the members of the Company.
 Any member interested in obtaining such particulars may write to the
 Company Secretary at the Registered Office of the Company.
 
 ACKNOWLEDGEMENT
 
 Your Directors take this opportunity to thank the customers,
 shareholders, business associates, banks, financial institutions,
 various statutory authorities and Central & State Governments for their
 consistent support and encouragement to the Company. Your Directors
 also place on record their sincere appreciation for the dedication and
 committed services rendered by the employees at all levels
 
 For and on Behalf of the Board
 
 Atul Punj
 
 Chairman
 
 Place : Gurgaon
 
 Date : May 30, 2011