Dear Members,
 
 The Directors have immense pleasure in presenting the Twenty First
 Annual Report together with the Audited Accounts for the financial year
 ended on March 31, 2011.
 
 1.  FINANCIAl HIGHLIGHTS
 
 The Financial Results for the year under report are summarized as
 under:
 
 FINANCIAl RESulTS
 
                                            2010-11           2009-10
 
                                       (Rs. in lac)      (Rs. in Lac)
 
 Net Sales and other income               198562.72         147584.44
 
 Gross Operating Profit                     34339.55          24710.63
 
 Less: Interest & Bank Charges             12309.68           7142.72
 
 Profit before Depreciation and 
 amortization                              22029.87          17567.91
 
 Less: Depreciation and amortization        1027.86            732.83
 
 PROFIT BEFORE TAX                         21002.01          16835.08
 
 Less: Provision for taxation
 
 -Income tax for current year               7445.00           6000.00
 
 -Income tax for prior years                  76.52             44.34
 
 -Deferred Tax charge/(credit)             (138.86)          (174.42)
 
 -Fringe Benefit Tax for prior year           (3.04)              0.67
 
 PROFIT AFTER TAX                          13622.39          10964.49
 
 Add: Profit/(Loss) amount brought 
 forward from the                               -               20.99 
 
 Transferor Company for the year ended 
 March 31, 2009
 
 Less: Adjustment in Profit and (loss) on 
 account of                                     -            (130.80)
 Amalgamation
 
 Add : Amount brought forward from 
 previous year                             12525.82           4319.77
 
 PROFIT AVAILABLE FOR APPROPRIATION        26148.22          15174.46
 
 
 APPROPRIATIONS:
 
 Proposed Dividend                          1514.21           1326.71
 
 Proposed Dividend Tax                       245.64            225.48
 
 Transfer to General Reserve                1362.24           1096.45
 
 Profit carried forward                     23026.12          12525.82
 
 2.  DIVIDEND
 
 Your Board of Directors has recommended a dividend @ 30% (Rs. 3/- per
 share) on the Equity Shares for the financial year ended on March 31,
 2011. The total outflow on account of dividend, if approved by the
 shareholders, would be Rs. 1,759.86 Lac (including dividend
 distribution tax of Rs. 245.64 Lac).
 
 3.  SUCCESSFUL LISTING OF SHARES WITh BSE AND NSE
 
 Your Company came out with an Initial Public Offer (IPO) of 75,50,000
 Equity Shares of Rs. 10/- each for cash at a price of Rs. 355/- per
 Equity Share. The Offer comprised fresh issue of 62,50,000 Equity
 Shares by the Company and an Offer for Sale of 13,00,000 Equity Shares
 by Metmin Investments Holdings Limited being the Selling Shareholder.
 Out of the total offer 73,50,000 Equity Shares were offered to Public
 and 2,00,000 Equity Shares were reserved for subscription by eligible
 employees. The employees were offered a discount of Rs. 17/- per share.
 The Offer constituted 14.96% of the post-offer share capital of the
 Company. The net offer constituted 14.56% of the post-offer share
 capital of the Company.
 
 The IPO received excellent response from the investors and it was
 oversubscribed by 24.44 times. The Equity Shares of your Company got
 listed on Bombay Stock Exchange Limited and National Stock Exchange of
 India Limited on October 12, 2010, Bombay Stock Exchange Limited being
 the designated Stock Exchange.
 
 4.  CHANGE IN PAID UP SHARE CAPITAL
 
 Pursuant to the IPO, 62,50,000 Equity Shares were allotted during the
 period under report. After the said allotment, the paid-up Equity Share
 Capital of your Company was increased from Rs. 44,22,37,910 (Rupees
 forty four crore twenty two lakh thirty seven thousand nine hundred and
 ten only) to Rs. 50,47,37,910 (Rupees ffty crore forty seven lakh
 thirty seven thousand nine hundred and ten only).
 
 5.  DETAILS OF SUBSIDIARIES
 
 Your Company was earlier holding 51% shares of Tecpro Trema Limited
 (TTL), a subsidiary, which during the period under review became 100%
 subsidiary of the Company on March 17, 2011 pursuant to purchase of
 remaining 49% shares of TTL.
 
 At present, your Company has seven subsidiaries, namely, Tecpro Energy
 Limited, Tecpro Trema Limited, Ajmer Waste Processing Company Private
 Limited, Bikaner Waste Processing Company Private Limited, Microbase
 Infosolution Private Limited including two subsidiaries incorporated
 outside India namely, Tecpro International FZE in Dubai and Tecpro
 Systems (Singapore) Pte Limited in Singapore.
 
 As per Section 212 of the Companies Act, 1956, we are required to
 attach the Balance Sheet, Profit and Loss account, the Reports of the
 Board of Directors and Auditors of the subsidiary companies with the
 Balance Sheet of the Company. The Ministry of Corporate Affairs,
 Government of India vide its circular no. 2/2011 dated February 8, 2011
 has provided an exemption to companies from complying with Section 212,
 provided such companies publish the audited consolidated financial
 statements in the annual report. Accordingly, the annual report of
 financial year 2010-11 contains the consolidated financial statements of
 the Company instead of the separate financial statements of all our
 subsidiaries. The audited annual accounts and related information of
 our subsidiaries will be made available upon request. The annual
 accounts of the subsidiary companies shall be available for inspection
 during business hours at our head offce and registered offce and at the
 registered offce of the respective subsidiary. The same will also be
 published on our website, www.tecprosystems.com.
 
 06.  BUSINESS OPERATIONS AND FINANCIAL PERFORMANCE
 
 During the financial year 2010-11, your Company has bagged two more
 Balance of Plant orders aggregating to Rs. 1,978 Crore besides an EPC
 order worth Rs. 208 Crore. Further, your Company has entered into a
 technical collaboration with Nanjing Triumph Kaineng Environment and
 Energy Co. Limited of China for technology used for Waste Heat Recovery
 (WHR) Power Projects. WHR is a new concept used in the Indian cement
 industry where the gases produced during production of cement are used
 as fuel to produce power which is used for captive consumption by the
 cement plants. There are huge opportunities for this technology in the
 Cement Industry. The Company has also entered into a license agreement
 with Pneuplan Oy of Finland for use of Pneumatic extraction and
 conveying system technology used for projects involving Dense Phase
 Pneumatic Conveying for Fly Ash & Allied Materials. This technology
 would give the Company an edge over its competitors.
 
 The total income in financial year 2010-11 has increased to Rs.1985.63
 Crore as against Rs. 1,475.84 crore in the financial year 2009-10
 showing an increase of 34.54% and the Profit after tax has increased to
 Rs. 136.47 Crore as against Rs. 109.64 Crore in the financial year
 2009-10 showing an increase of 24.47%.
 
 7.  MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT
 
 Management Discussion and Analysis Statement is annexed to this Report.
 
 8.  CORPORATE GOVERNANCE REPORT
 
 The Corporate Governance Report pursuant to clause 49 of the listing
 agreement is annexed to this Report.
 
 9.  AMALGAMATION OF A SUBSIDIARY
 
 During the year under review, your Company has fled a Scheme of
 Amalgamation with the Hon''ble High Court of Delhi for amalgamation of
 Microbase Infosolution Private Limited (MIPL), a wholly owned
 subsidiary of your Company with the Company (the Scheme). The Scheme
 shall be benefcial to the interests of the stakeholders of both the
 companies as well as public at large, as the amalgamation would create
 overall synergies, enhance the asset base of your company and would
 result in better administration and optimal utilization of resources of
 both the companies.
 
 10.  DIRECTORS
 
 During the year under report, Dr. Goldie Gabrani, Whole-time Director
 of the Company tendered her resignation from the directorship on
 November 10, 2010. In order to fll the casual vacancy created due to
 her resignation, Mr. Aditya Gabrani was appointed as Director in Casual
 Vacancy on the Board with effect from the same date to hold offce till
 the date up to which Dr. Goldie Gabrani would have held offce had she
 not resigned. Mr. Aditya Gabrani was simultaneously appointed as a
 Whole-time director of the Company for a period of three years.
 
 Mr. Anunay Kumar, Mr. Satvinder Jeet Singh Sodhi and Mr. Suresh Kumar
 Goenka, Directors of the Company retiring by rotation at the
 forthcoming Annual General Meeting of the Company, being eligible offer
 themselves for re-appointment.
 
 11.  FIXED DEPOSITS
 
 The Company has not invited/accepted any Fixed Deposits during the
 year, as such, no amount of principal or interest on fxed deposits was
 outstanding on the date of the Balance Sheet.
 
 12.  AUDITORS AND THEIR REPORT
 
 M/s B S R & Co., Chartered Accountants, the Statutory Auditors of the
 Company, hold offce till the conclusion of the ensuing Annual General
 Meeting and are eligible for re-appointment. The Company has received a
 certifcate from the Auditors to the effect that their appointment, if
 made, would be within the limits prescribed under Section 224(1B) of
 the Companies Act, 1956 and that they are not disqualifed for such
 re-appointment within the meaning of Section 226 of the Act.
 
 The Auditors'' report and notes to the accounts are self explanatory and
 do not call for any further comments except in respect of para (ix) of
 Annexure to the Auditors'' report, explanation to which is given below:
 Para (ix): Provision for the said taxation has already been made in the
 financial statements of the Company for the financial year 2010-11.
 
 13. DIRECTOR''S RESPONSIBILITY STATEMENT
 
 Pursuant to the requirement under Section 217(2AA) of the Companies
 Act, 1956, with respect to the Director''s Responsibility Statement, it
 is hereby confrmed:- (i) That in the preparation of the Annual Accounts
 for the financial year ended March 31, 2011, the applicable accounting
 standards had been followed along with proper explanation relating to
 material departures;
 
 (ii) That the directors had selected such accounting policies and
 applied them consistently and made judgments and estimates that were
 reasonable and prudent so as it give a true and fair view of the state
 of affairs of the Company at the end of the financial year ended March
 31, 2011 and of the Profit or loss of the Company for that period;
 
 (iii) That the directors had taken proper and suffcient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 and for safeguarding the assets
 of the Company and for preventing and detecting frauds and other
 irregularities;
 
 (iv) That the directors had prepared the annual accounts for the
 financial year ended March 31, 2011 on a going concern basis.
 
 14.  CONSERVATION OF ENERGY
 
 Pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the
 Companies (Disclosure of Particulars in the Report of Board of
 Directors) Rules, 1988 particulars of energy conservation, technology
 absorption, foreign exchange earnings and outgo are annexed as
 Annexure-A and forms part of the Directors'' Report.
 
 15.  HUMAN RESOURCES
 
 During the period under review, the Company has maintained cordial and
 harmonious industrial relations.  The effcient services rendered by the
 employees at all levels have helped the Company in ensuring timely
 execution of projects and achieving the desired targets by showing high
 level of performance in the production and marketing of products of the
 Company.
 
 16.  PARTICULARS OF EMPLOYEES
 
 Information in accordance with the provisions of Section 217(2A) of the
 Companies Act, 1956 read with the Companies (Particulars of Employees)
 Rules, 1975 regarding employees is given in Annexure B to the
 Directors'' Report.
 
 ACKNOWLEDGEMENT
 
 The Directors wish to thank the customers, dealers, bankers, financial
 institutions, collaborators, consultants, government authorities and
 shareholders for their continued support. They also wish to place on
 record their appreciation of the hard work put in by the employees at
 all levels during the period under report.
 
                                For and on behalf of the Board of 
 
                                     Tecpro Systems Limited
 
                               Sd/-                        Sd/-
 
 Place : Gurgaon      Ajay Kumar Bishnoi            Amul Gabrani
 
 Date : 25 May 2011   Chairman & Managing 
                     Director                      Vice Chairman &
                                                   Managing Director