To The Shareholders of Shri Matre Power & Infrastructure Ltd.
 
 1.  INTRODUCTION
 
 The Directors have pleasure in presenting their report together with
 audited accounts for the financial year ended 31st March, 2012.
 
 2.  FINANCIAL PERFORMANCE
 
 The Financial performance of the Company for the year 2011-12 is
 indicated below :
 
                                                       Rs. 000 Omitted
 
 Particulars                                   2011-12       2010-11
 
 Gross Income                                    36409        51768
 
 Less : Expenditure excluding
 Interest, Depreciation & prior period and
 Extraordinary items                              7733        12328
 
 Profit / (Loss) before Interest, Depreciation 
 & prior period and                              28676        39440
 
 Extraordinary items Interest
 
 Profit / (Loss) before Depreciation             28676        39440
 
 Depreciation                                    30085        30093
 
 Profit / (Loss) before prior period and 
 Extraordinary items                             -1409         9347
 
 Net Profit / (Loss) before provision
 for Taxation                                    -1409         9347
 
 Net Profit / (Loss)                             -1409         9347
 
 During the year, the company incurred cash profit of Rs. 28,676
 thousands, (previous year Profit of Rs. 39,440 thousands). After
 providing for depreciation amounting to Rs. 30,085 thousands (previous
 year Rs. 30,093 thousands), the total loss for the year stood at Rs. 1409
 thousands (previous year profit of Rs. 9347 thousands).
 
 Future Outlook :
 
 As you are aware, your Company decided to diversify into solar power
 generation to begin with under the name Shri Matre Power &
 Infrastructure Ltd. Despite putting best efforts to revive its LPG
 Business your company could not achieve much progress. This is
 primarily due to the fact that the Government could not do much to
 withdraw the subsidy on LPG as committed by it.
 
 Your company acquired requisite land in Ramdevara Village near Pokhran,
 Jodhpur, Rajasthan to set up its solar project. Though your Company did
 not succeed in the tender bid process floated by NTPC Vidyut Vyapar
 Nigam Ltd (NWN), it is pursuing every opportunity to enter into the
 solar power generation field. Your Company is geared to participate in
 the tender floated by Rajasthan Renewable Energy Corporation Ltd
 (RRECL). It would submit its bid for 10MW Solar Power Project to secure
 a long term Power Purchase Agreement (PPA) to set up a solar power
 plant & sell electricity to the Rajasthan State Discoms, through RFS
 issued by RRECL. Your company tied-up with Sun Power Solar of USA for
 this project and would be bidding for this project along with them.
 However we have to wait for sometime as RRECL''s tender stands
 postponed.
 
 Apart from participating in the above tenders, your company is also
 working on alternate avenue wherein it would have a tie-up for 25 year
 PPA under open Access Mechanism with an Obligated Entity to meet their
 Solar Purchase Obligations. Your company also is pursuing the option of
 selling power directly to Discoms and earn its profits through sale of
 Renewable Energy Certificates. Presently this approach is more
 profitable in view of the attractive prices of RECs.
 
 Simultaneously, your Company is also working on mobilizing requisite
 funds to meet cost of the proposed Power Project. With your company
 wiping out its accumulated losses and starting off now with a clean
 slate, we are in a better position to achieve our objectives. As
 esteemed share holders are aware, your company is already Debt Free.
 
 It is the earnest endeavor of your Directors to turn the company around
 at the earliest and make it profitable once again. Your Directors are
 putting in all out efforts and are leaving no stone unturned to achieve
 the same. Your Directors are optimistic that your company would succeed
 in the Solar Power field soon.
 
 3.  DEPLOYMENT OF FUNDS :
 
                                                      Rs. 000 Omitted
 
                                           31.03.2012    31.03.2011
 
 Sources of Funds
 
 Share Holders Funds                          382,891       384,300
 
 Non-Current Liabilities                       31,180        56,424
 
 Current Liabilities                           40,744        46,372
 
 Total                                        454,815       487,096
 
 Application of Funds
 
 Non-Current Assets                           279,206       309,343
 
 Long Term Loans and Advances                   3,536         3,536
 
 Other Non-Current Assets                      90,745        89,957
 
 Current Liabilities                           81,268       842,590
 
 Total                                        454,815       487,096
 
 4.  SUBSIDIARY COMPANY
 
 Financial Results of your fully owned subsidiary Company viz. Asia LPG
 Pvt. Ltd. (ALPL) have been appended herewith.
 
 5.  DIVIDEND
 
 As your Company still has accumulated losses, the Directors regret to
 inform you that they are not in a position to recommend any Dividend
 for the year ended 31.03.2012.
 
 6.  DEPOSITS
 
 Your Company has not accepted any Deposits during the year.
 
 7.  DIRECTORS
 
 In term of Articles of Association of the Company, Mr. B.K. Bakhshi,
 Dr. Bharat H Barai and Mr.R.Prabhakar Rao, Directors retire by rotation
 at the ensuing Annual General Meeting and offered themselves for
 re-appointment.
 
 8.  AUDITORS
 
 The Statutory Auditors M/s.Venugopal & Chenoy, Chartered Accountants,
 appointed by the Members at their earlier Annual General Meeting retire
 at the conclusion of this Meeting and they are eligible for
 re-appointment. The Members are requested to appoint the Auditors and
 fix their remuneration.
 
 9.  PERSONNEL
 
 During the year, none of the employees is in receipt of remuneration in
 excess ot the limits prescribed u/s. 217(2A) of the Companies Act,
 1956, read with Companies (Particulars of Employee) Rules, 1975, as
 amended from time to time.
 
 10.  MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 A Management Discussion and Analysis Report has been furnished
 separately and the same forms part of this report.
 
 11.  CORPORATE GOVERNANCE
 
 A brief report on Corporate Governance in compliance with clause 49 of
 the Listing Agreement is annexed.
 
 12.  DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217
 (2AA) OF THE COMPANIES ACT, 1956.
 
 Pursuant to the requirement under section 217 (2AA) of the Companies
 Act, 1956, with respect to Directors responsibility Statement, it is
 hereby confirmed :
 
 (i) that in the preparation of the accounts for the financial year
 ended 31st March, 2012, the applicable accounting standards have been
 followed along with proper explanation relating to material departures;
 
 (ii) 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 your Company at the end of the financial year and ot the
 profit or loss of your Company for the year under review;
 
 (iii) 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
 your Company and for preventing and detecting fraud and other
 irregularities.
 
 (iv) that the Directors have prepared the accounts for the financial
 year ended 31st March, 2012 on a ''going concern basis.
 
 13.  ACKNOWLEDGEMENT
 
 The Board wishes to place on record its deep sense of gratitude and
 appreciation to all the Promoters and Shareholders for their whole
 hearted support to your Company. The Board also wishes to acknowledge
 the help and assistance rendered by the Banks, Dealers, Customers,
 Suppliers, Collaborators, Consultants and Contractors. The Board wishes
 to further record its gratitude to various Departments of the
 Government of Andhra Pradesh and Government of India and other State
 Governments for their support and encouragement given to yout Company.
 The Board records its appreciation for the contribution of all the team
 members of your Company.
 
 14.  CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN
 EXCHANGE
 
 The prescribed details as required u/s. 217(l)(e) of the Companies Act,
 1956 are annexed.
 
                        For and on behalf of the Board of Directors
 
                                           Sd/- 
 
                                      D. V. MANOHAR 
 
                               Chairman & Managing Director
 
 Place : Hyderabad
 
 Date : 04.09.2012