Dear Shareholders, Ladies & Gentlemen,

I am privileged to present, on behalf of the Board of Directors, the 22 nd Annual Report on the business and operations of your Company for the financial year ended on 31st arch 2!11 together "ith the Audited #tatements of Accounts,

Auditors$ Report and Revie" of the Accounts by the Comptroller % Auditor &eneral of India for the revie" period'

I am happy to share "ith you that your Company has e(celled in all areas of its operations achieving significant milestones such as e(ceeding budget utili)ation target, meeting overall targets under emorandum of *nderstanding + o*, "ith inistry of -o"er,

&overnment of India, timely commissioning of pro.ects, etc' Based on the overall performance, your Company is poised to get "Excellent" rating for /0 2!1!111 as "ell, continuing the trac2 record of achieving the highest rating since signing of its first o* in /0 1333134'

0our Company has been conferred "ith M oU Excellence Award for /0 2!!51!3 by Department of -ublic 6nterprises, inistry of 7eavy Industries % -ublic

6nterprises, &ovt' of India for being the top performer in the 6nergy #ector' 8he Company has also been besto"ed "ith the S cope Award for Excellence and !tstandin"

#ontri$!tion to the %!$lic Sector Mana"ement &'(()*(+, * Lar"e Scale %SE #ate"or- ' Both the a"ards "ere presented to -9:6R&RID by our 7on$ble -rime ceremony held on December 1;, 2!1!' inister in a

0our Company has been ran2ed as )th o.erall in the /astest*Growin" Asian #ompanies and 0)th as /astest*Growin" Glo$al #ompanies in the "%latts 1op '2( Glo$al Ener"- #ompan- ran3in"s" for the year 2!1!' 0our Company has also featured in the "/or$es Glo$al '(((" list'

%erformance hi"hli"hts of -o!r #ompan- d!rin" /4 '(0(*00 are $riefl- mentioned here to "i.e an o.er.iew of accomplishments in all fronts5

<

ade an investment of Rs' 0',((2 #rore during the year, an increase of

about 067 over the investment made in last year +Rs' 1!,=1> Crore,'

< 9n the pro.ect implementation front, added about 8,98( c3m of transmission lines, 00 new s!$*stations and transformation capacity of about +,2(( M:A'

< Assets "orth Rs' 9,606 #rore are declared under commercial operation'

< Investment approval for '2 ne" transmission pro.ects "orth a$o!t Rs' '0,02( #rore "as accorded by the Board' 8his includes the pro.ect of international importance, ?Cross country grid Interconnection bet"een India and Bangladesh?'

; 1ransmission s-stem a.aila$ilit- of ++<)(7 was achie.ed, hi"hest so far in the histor- of the #ompan-' 8here "as no ma.or grid disturbance in any part of the country during the year and grids "ere operated smoothly'

< Inter1Regional po"er transfer capacity addition of 0,8(( M= "as achieved during the year "ith the commissioning of Barh @ Balia 4!! 2A Double circuit +Buad, line, enhancing inter1regional capacity of Cational &rid to 22,4!! :'

< *nder consultancy business, a total of 4; ne" orders "ith estimated pro.ect cost of about Rs' 8(( #rore received, and in this financial year, revenue of Rs' '++<62 #rore is earned from Consultancy business as compared to Rs' 2=3 Crore earned during previous year'

; /inancial %erformance

+/igures in Rs' Crore, e(cept per share data,

Description Income Transmission Charges Consultancy Telecom Short Term !en "ccess Income ther Income Total Income %ro&it "&ter Ta' (%"T) *arnings !er Share (+s.) ,oo- .alue !er Share (+s.) /ross 0i'e1 "ssets 2e3t 4et 5orth 2e3t *6uity +atio Ca!italisation

2010-11 7,691 299 187 212 711 9,1$$ 2,697 6.19 #6.12 5$,352 #$,883 21,351 65735 7,313

2009-10 6,576 269 158 12# 376 7,5$# 2,$#1 #.85 37.81 #3,2$2 3#,#17 15,91# 68732 3,61$

Y-o-Y Growth 16.95% 11.15% 18.35% 69.6$% 89.1$% 21.27% 32.1#% 27.63% 21.98% 16.55% 18.6#% 3#.16% 1$2.58%

%E>A1? @AL EA#ELLE@#E

0our Company, "ith its strong in1house e(pertise in all specialised areas of po"er transmission business, has carved a niche for itself amongst the largest transmission

utilities in the "orld' 8oday, your Company "heels about ;!D of total po"er generated in the country through its transmission net"or2' As on 31st arch, 2!11, your Company o"ns

% operates a transmission net"or2 of )',622 c2m of transmission lines, 062 nos' of 67A % 7ADC substations and transformation capacity of about +6,(2( M:A'

During /0 2!1!111, transmission s-stem a.aila$ilit- of ++<)(7 "as achieved for our transmission net"or2' Besides, number of trippings per line "as also contained at 1'2> against o* target of 2'; under ?6(cellent? category' aintaining such high

availability "as possible through deployment of state1of1the1art 9peration % aintenance techniEues at par "ith international standards'

0our Company follo"s state1of1the1art preventive maintenance' 6Euipment health is assessed periodically using ?Condition Assessment 8echniEues?' activities are planned "ell in1advance and an ?Annual aintenance

aintenance -lan? is

chal2ed out for every asset through live line or shut do"n as per technical feasibility' 0our Company also employs state1of1the1art ?6mergency Restoration #ystem? for restoration of collapsed transmission lines, due to natural calamities or other"ise, in shortest possible time' Replacement of aged assets has also been ta2en up as per prevalent C6RC tariff regulations'

9%

activities of your Company are I#9 certified' #ystems and procedures are in

place and being upgraded periodically to 2eep abreast "ith the latest technology' /ormats for documentation on schedule % procedures have been standardi)ed for all assets' All substations and line offices can access these documents through Company$s "eb1portal' -eriodic revie"s are also conducted at regional level as "ell as at #ubstations and Fine offices to evaluate implementation of the systems and procedures'

-resently, about 3! sub1stations of -9:6R&RID are operated remotely and many ne" sub1stations are being designed for remote operation' /or further improvement in operational efficiency, "@ational 1ransmission Asset Mana"ement #entre" is being established to control % operate most of the sub1stations remotely and establishment of ? aintenance #ervice 7ub? facility has commenced, "hich caters to the maintenance need of a group of sub1stations rather than placing staff in each sub1station' 8his "ill not only help in optimal utilisation of manpo"er % resources but also reduce the response time in case of faults % brea2do"ns'

9ptions are also being e(plored for use of Robots in transmission lines$ inspection besides aerial patrolling of transmission lines using helicopters, to optimise manpo"er reEuirementG time management for line patrolling and improve efficiency in maintaining them'

%> BE#1 ?M%LEME@1A1? @

8ransmission pro.ects are planned, implemented, monitored and controlled through Integrated -ro.ect anagement and Control #ystem, "hich has been developed matching "ith

the organi)ation structure, effective "or2ing, flo" of information and feed bac2' -ro.ect implementation activities involves total pro.ect revie" and monitoring including #tandardisation of Designs, -ro.ect Revie" eetings at regular intervals through video

conferencing, pre1emptive measures and advance actions on various pro.ect lin2ed activities such as land acEuisition, state1of1the1art survey techniEues and soil investigations, tender activities, funding tie1up, etc' in parallel "ith pro.ect investment approval process'

During /0 2!1!111, transmission pro.ects "orth Rs' 9,606 #rore "ere commissioned

as compared to Rs' 3,=1! Crore for the previous year' 0our Company has commissioned about 8,98( c3m of transmission lines, 00 new s!$*stations and transformation capacity of about +,2(( M:A' 8hese additions to the Company$s net"or2 have helped in improving po"er supply situation in various regional grids leading to improved system reliability and better grid stability to meet the total all time high pea2 demand of 111&: % 511B* of energy in 2!1!111'

-resently, transmission pro.ects of about Rs' +6,((( #rore are under various stages of implementation and are progressing "ell matching "ith commissioning schedule of generation pro.ects in the country' 8his includes '2 new transmission proCects approved by the Board of Directors in /0 2!1!111 at an estimated cost of about Rs' '0,02( #rore comprising of about ),((( c3m of transmission lines % ;2!! Hm of fibre optic net"or2, '6 nos' sub1stations and transformation capacity of about 6',((( M:A' a.or ongoing pro.ects are, 8ransmission #ystem associated "ith generation

pro.ects li2e #ubansiri % Hameng 76-s +"hich includes 2!!! 2m, 5!! 2A 7ADC bipole lin2,, DAC % aithon Right Ban2 pro.ect, #asan, undra % Hrishnapatnam *ltra ega

-o"er -ro.ects, -allatana &B--, Bongaigaon 8-#, 8ransmission system for transfer of po"er from Bhutan to CRG:R, Interconnection bet"een Indian % Bangladesh po"er grids, Development of 7igh Capacity 8ransmission corridor for phase1I I--s in the #tate of 9disha, 8ransmission system for I-- &eneration -ro.ects in the #tate of #i22im % Chhattisgarh, etc' and #ystem #trengthening schemes in Corthern, 6astern, :estern % #outhern Regions etc' 0our Company has an impeccable trac2 record of not $ottlin" !p of e.en a sin"le Me"a =att of power from central sector "eneration proCects for want of inter*State transmission s-stem ' Accelerated gro"th path of your Company during II plan can be demonstrated from the follo"ing table, "hich sho"s a phenomenal built up of about 3!D capacity of Company$s present net"or2 in last four years only "'r't' the capacity as built in last many years'

Parameter

As on the

As on the end

Addition during first

beginning of XI of !Y 2010-11 P an Transmission net8or(c-m) Su39stations (4os) Trans&ormation Ca!acity (:.") 59,#61 1$# 59,#15 82,355 135 93,$5$

four "ears of XI P an 22,89# 31 33,635

/?@A@#?AL MA@AGEME@1

0our Company e(hibited an impressive financial performance during /0 2!1!111, earning a net profit of Rs' ',8+9 #rore, thereby registering a highest ever rise of 6'7 as compared to previous year$s profit of Rs' 2,!41 Crore' 8urnover of the Company stands at Rs' +,0(( #rore from Rs' >,;!4 Crore during /0 2!!311!, i'e' up by '07' &ross Asset Base has been enhanced to Rs' 2(,62' #rore from Rs' 43,2!2 Crore in /0 2!!311!'

Di.idend %a-o!t

In /0 2!1!111, your Company registered 6arnings per #hare +6-#, of Rs' 8<0+ as compared to Rs' 4'5; in previous fiscal' 0our Board of Directors have recommended a final di.idend of Rs' 0<'2 per share for the year 2!1!111, in addition to an interim dividend of Rs' !';! per share paid in /ebruary, 2!11' 8he total dividend paid for the year is Rs' 1'>; per share as against Rs' 1';! per share paid last financial year' 8he final dividend shall be paid after your approval at the Annual &eneral eeting' 8he total

dividend pay1out for the year amounts to Rs' )0(<'6 #rore representing 3!D of profit after ta( for the year'

0our Directors believe that strategic diversification into synergic business "ould lead to increase in shareholders$ value' 8herefore, focussed attention is being given for e(panding the telecom and consultancy businesses for further improvement in financial performance'

#apital in.estment and f!nd mo$ilisation

0our Company made an investment of Rs' 0',((2 #rore during /0 2!1!111 for implementation of various ongoing pro.ects' 8he reEuisite funds "ere mobilised from domestic mar2et, proceeds of loans from multilateral funding agencies, namely, 8he :orld Ban2 and Asian Development Ban2, besides internal resources of appro(' Rs' 4,!!! Crore +including /-9 proceeds,'

Directors >esponsi$ilit- Statement

As reEuired uGs 21> +2AA, of the Companies Act, 13;=, your Directors confirm thatJ

< In the preparation of the Annual Accounts, the applicable accounting standards have been follo"edK

< 8he Directors have selected such accounting policies and applied them consistently and made .udgments and estimates that are reasonable and prudent so as to give a true and fair vie" 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 periodK

< 8he Directors have ta2en proper and sufficient care in accordance "ith the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularitiesK

< 8he Directors have prepared the annual accounts on a going concern basis'

A? %lan ?n.estment pro"ramme

/or development of inter1#tate transmission system, an investment of about Rs' 22,((( #rore has been planned by your Company during II -lan "hich includes further development in Cational &rid by adding inter1regional transmission systems, system strengthening schemes, transmission system to facilitate evacuation of po"er from generation pro.ects under central sector and *ltra ega -o"er -ro.ects +* --s,' #tepping

to"ards realising the target, your Company has already made a capital investment of about Rs' 69,DD2 #rore during the four +4, years$ period of II plan for implementation of various pro.ects'

0our Company has an e(cellent credit rating "ith financial institutions, thereby, is placed in a comfortable position in terms of resource mobilisation' 8he Company, as such, does not envisage any problem in mobili)ing the resources for meeting the planned investment during last year of II plan period' Foan reEuirement is planned to be met through borro"ings from multilateral funding agencies +8he :orld Ban2 and Asian Development Ban2,, #upplier$s credit and from domestic sources on the basis of reEuirement' 0our Company being rated AAA by CRI#IF, does not foresee any problem in mobili)ing the reEuired resources from domestic mar2et at competitive rates'

Goin" %!$lic

Company$s /ollo"1on1-ublic 9ffer +/-9, of divestment of 1!D of &ovt' eEuity +42!,554,123 shares, and issue of 1!D fresh capital +42!,554,123 shares, in Covember, 2!1! received huge response both from domestic % foreign institutional investorsK and "as oversubscribed by almost 1; times' /-9 subscription opened on 3th Covember 2!1! and closed for BIBs on 11th Covember 2!1! and on 12th Covember 2!1! for others' 8he issue price "as fi(ed at Rs' 3! per share and a discount of ;D "as offered for retail investors and employees' -ost1issue, holding of &overnment of India is 8+<D'7, "hile the balance 6(<2)7 is held by public' 9ut of Rs' 6,9'0 #rore raised from fresh issue of shares under /-9, Rs' 1,=!! Crore has been spent during the /0 2!1!111 on capital e(penditure of identified pro.ects' 8he funds garnered through /-9 shall help the Company for part financing of pro.ects during II and III plan'

# MME>#?AL %E>/ >MA@#E

0our Company$s performance on commercial front is highly satisfactory, especially in terms of realisation of transmission charges' During the year 2!1!111, current realisation stood at about Rs' 9,0+' #rore, the highest so far, against Rs' =,;>! Crore realised last year' -ost1securitisation, outstanding dues +beyond 3! days of billing, stands at nil as on arch 31, 2!11' 8he present FC coverage is

about Rs' 289 #rore "hich is eEuivalent to 11;D of average monthly billing'

During the year, a total of 222 petitions of transmission pro.ects involving transmission charges of Rs' 2,3;> Crore "ere filed "ith C6RC for 8ariff period 2!!3114' It includes filing of advance petitions, for the assets "hose D9C9 are anticipated till Lune, 2!11'

As per C6RC Regulation on #haring of Inter1#tate 8ransmission charges and losses, 2!1!, your Company, as C8*, has been mandated to perform Billing, Collection and Disbursement +BCD, on behalf of all the inter1#tate 8ransmission #ervice licensees' In vie" of this, ne" 8ransmission #ervice Agreement, Revenue #haring Agreement % BCD procedures after incorporating comments from designated inter1#tate Customers and inter1#tate 8ransmission #ystem licensees "ere drafted and submitted to C6RC for approval' #everal "or2shops have been conducted across all the regions "ith the #tate 8ransmission *tilities and DI#C9 s for their institutional building for ne" billing, collection and disbursement mechanism'

DE:EL %ME@1

/ @A1? @AL G>?D

0our Company is ta2ing adeEuate measures for strengtheningG establishing the inter1#tate and inter1regional lin2s for enhancing the capacity of Cational &rid in a time bound manner so as to ensure optimal utili)ation of uneven distribution of energy resources' Inter1Regional capacity addition of 0,8(( M= "as achieved during the year "ith the commissioning of Barh@Balia 4!! 2A Double circuit +Buad, line in Lune, 2!1!' E- 60st March '(00, @ational Grid with inter*re"ional power transfer capacit- of a$o!t '',D(( M= has $een esta$lished , placing it among one of the largest synchronous grid in the "orld "ith installed generation capacity of about 1,1>,!!! :'

Currently, substantial po"er is being e(changed across the regional grids and the capacity of this Cational &rid is planned to be enhanced to about 25,!!! : by the end of II -lan

"ith the e(pectation of generation capacity addition as programmed'

G>?D MA@AGEME@1

Development of Cational &rid through reliable and stable operation of regional po"er grids has been a priority area for your Company' 8he Company is facilitating po"er evacuation from Central #ector &enerating #tations through its strong and robust transmission net"or2 and it is a matter of great pride that evacuation constraint has not been generally faced by any Central #ector &enerating #tation during the year'

&rid

anagement is carried out through a hierarchial control philosophy using

#upervisory Control and Data AcEuisition, #CADA' Considering the increased comple(ity of grid operation of such a large net"or2 of the country, the facilities at all the five Regional Foad Despatch Centers and Cational Foad Despatch Centre are being upgraded continuously through deployment of latest technology' 0our Company$s effective grid management measures % techniEues are not only paying rich dividends but also restricted minimal grid disturbances besides improvement in vital grid parameters, improved data availability, visibility and transparency' 8his is very "ell demonstrated since ?ndian %ower Grids ha.e not experienced an- maCor "rid dist!r$ance d!rin" more than last ei"ht -ears' 6ven minor grid disturbances in regional grids have come do"n significantly'

All these measures have also led to increase in inter1regional po"er e(changes on real1time basis and helped in meeting more demand of energy deficit regions, thereby improving overall economy of the country' During /0 2!1!111, about 28,9(( Million Units &MUs, of inter1regional energy transfer "as facilitated across the country as compared to about ;2,!!! *s during /0 2!!311!' 8he freEuency remained "ithin the prescribed I6&C

band +43'; @ ;!'2 7), for most of the period'

9n behalf of various #tate -o"er utilities and other players in the regional pool, -9:6R&RID, through its RFDCs, facilitated settlement of *I charges to the tune of Rs' 0(,629 #rore in /0 2!1!111'

%ower S-stem

peration #orporation Limited &% S # , , a 1!!D subsidiary of your anagement function in line "ith &oI

Company "hich "as set up to loo2 after &rid

directive, has started commercial operation from 1st 9ctober, 2!1!'

pen Access in ?nter*State transmission5

In order to promote development of competitive electricity mar2et, #hort 8erm 9pen Access +#89A, in inter1#tate transmission "as successfully implemented since 2!!4'

*nder #89A, about 0+,+(( transactions "ere approved during the year involving more than 22,((( MUs of energy' #ince introduction of #89A in ay, 2!!4,

cumulatively more than >3,=!! bilateral transactions have ta2en place and about 215 Billion *nits +B*s, have been e(changed' Around hundred captive po"er plants across the country have also availed the benefit of #89A'

Being the nodal agency for grant of Fong 8erm Access +F8A, to private producers, your Company has underta2en development of high capacity transmission corridors for evacuation of large Euantum of po"er from various I-- generation pro.ects' F8A has been granted for about 3!,!!! : to 13; nos' of I-- pro.ects' Development of transmission system for I--s

generation pro.ects "as a ma.or concern especially due to non1finalisation of beneficiaries and firm commissioning schedule of generation pro.ects by the generating companies' 8a2ing the lead role, your Company organi)ed various meetings "ith po"er generation developers, C6A, inistry of -o"er and too2 up the case "ith C6RC actively

thereby achieving timely development of transmission systems for I--s' Cine 7igh Capacity -o"er 8ransmission Corridors have been finali)ed for meeting evacuation reEuirement of

I--s coming up in the #tate of Lhar2hand, 9disha, Chattisgarh,

adhya -radesh, Andhra

-radesh and 8amil Cadu at an estimated cost of about Rs' 2),((( #rore, for "hich regulatory approval "as accorded by C6RC in ay, 2!1!' Implementation of these corridors

has been ta2en up by your Company in a phased manner matching "ith progress of generation pro.ects' 8his shall go a long "ay in integrated development of transmission system in the country'

FUAL?14 G A =A4

/ L?/E

0our Company aims to provide Euality services to its valued customers, and in order to do so, Euality improvement measuresG techniEues are being adopted at every stage right from conceptualisation of pro.ect till commissioning and subseEuently during its operation' Besides, the areas reEuiring improvement are identified and immediately addressed' 0our Company$s Buality anagement #ystem +B #, is built upon the

philosophy of -revention, i'e' Buality Assurance rather than Detection "hile final product inspection' 8his system covers Design, 6ngineering, -rocurement, Construction, 9peration and aintenance activities for AC % 7ADC transmission systems, #CADA, 6 # %

Communication pro.ects'

During the year, F!alit- Mana"ement S-stem of your Company "as revie"ed and based on evaluation of implementation of the latest systems and procedures, the revised certification "as accorded' 0our Company is certified "ith ?nte"rated Mana"ement S-stem as per %!$licl- A.aila$le Specification, %AS ++5'((8 integrating reEuirement of I#9 3!!1J2!!5 +Buality,, I#9 14!!1J2!!4 +6nvironment, and 97#A# 15!!1J2!!> +9ccupational 7ealth % #afety anagement #ystem,' All the establishments of your Company "ere also

audited for Social Acco!nta$ilit- S-stem, SA )(((5'(()'

1E#H@ L G4 DE:EL %ME@1

Conserving Right1of1:ay +Ro:,, minimi)ing impact on natural resources, coordinated development of cost effective transmission corridor, fle(ibility in upgradation of transfer capacity of lines matching "ith po"er transfer reEuirement are ma.or areas of concerns in development of transmission net"or2 in the country' In order to address these issues effectively and to ensure development of efficient, coordinated and economical inter1#tate transmission system, the Company has underta2en several technological innovations'

/or efficient utilisation of precious Ro:, the Company is deploying state1of1the1art technologies such as high temperature lo" sag Conductors, series compensation including 8hyristor Control, ulti Circuits, Compact % 8all 8o"ers, 7igh #urge Impedance Foading practices such as hotline

Fines, etc' /or effective grid operation, high1tech 9%

maintenance, live line "ashing of insulators, use of emergency restoration system, large scale automation of sub1stations, etc' are being adopted'

0our Company gives priority to research activities "ith potential for societal, environmental % national benefits by application of advance technologies and finding solutions to gear up for future challenges' After commissioning % operating >=; 2A *7A AC % ;!!2A 7ADC transmission system, -9:6R&RID is no" "or2ing on ne(t higher transmission voltages of 0'(( 3: UH:A# & )((3: H:D# S-stems to achieve efficient utili)ation of Ro: and increased po"er transfer capability for transfer of bul2 po"er over long distances'

8he 0'((3: UH: A# technolo"- is being developed by your Company for the first

time in the "orld' 8his is one of the uniEue R%D pro.ects in public1private partnership model' Development of 12!!2A *7AAC technology has already been initiated by establishment of a 8est #tation +at Bina in the #tate of adhya -radesh,, "hich is under

progress as a collaborative effort "ith 34 indigenous eEuipment manufacturers "ho are partners in this development process' 8he ob.ective of the pro.ect is development and establishment of 12!!2A voltage level in the country "ith concerted co1ordination among technical e(perts for finali)ation of technical parameters, field testing, and trial operation etc' and e(tend support to eEuipment manufacturers for indigenous development of 12!!2A system eEuipment' 8his endeavour shall not only benefit Indian -o"er sector but also Indian manufacturers "ho "ould emerge as "orld leader for 12!!2A class eEuipment' :ith the introduction of *ltra 7igh Aoltage in the transmission system, in addition to enhanced po"er transfer capability of the line, it "ill help in reduction of transmission losses and minimise Right of :ay reEuirement'

Implementation of IJ* )(( 3:, 8((( M= H:D# Ei*pole of length around 2!!! Hm from Corth 6astern region +Bis"anath Chariali in the #tate of Assam, to Corthern Region +Agra in the #tate of *ttar -radesh, is under construction' 8his shall facilitate high Euantum of po"er transfer' 9nce implemented, this shall be the longest MG1 5!!2A 7ADC line'

0our Company is ta2ing leadership initiative for implementation of Smart Grid 1echnolo"- in the country' In this direction, your Company has implemented #mart &rid -ilot -ro.ect using :A # in Corthern Region &rid, for the first time in India' "?ndia Smart Grid 1as3 /orce", being headed by #hri #am -itroda, Adviser to 7on$ble -rime inister on -ublic Information Infrastructure % Innovations, is a nodal point

for &overnment$s activities related to #mart &rid' #ecretariat of this prestigious forum is no" being operated by your Company'

7igh 8emperature #uperconducting cable provides uniEue solution of large amount of po"er transmission at lo"er voltage' In order to study the preliminary feasibility of developing the use of s!percond!ctin" technolo"- in transmission, an e(perimental superconducting AC line parallel to e(isting transmission line of 22!2A at &urgaon &as Insulated #ubstation +&I#, is being e(plored'

Fightning mapping of the system is very useful in optimi)ing lightning protection design and real time operation % maintenance of transmission lines' -ollution mapping helps in optimal insulation design and maintenance of transmission lines' Considering huge transmission e(pansion plan, -9:6R&RID has initiated pollution mapping of Corthern Region in association "ith C-RI, Bangalore and lightning mapping in Corth16astern Region'

@ational Hi"h %ower 1est La$orator- %.t< Ltd< &@H%1L, , a Loint Aenture Company of -9:6R&RID, C8-C, C7-C and DAC has been created in ay, 2!!3 for establishment of a fully

independent, professionally managed, international class, " n Line Hi"h %ower Short #irc!it 1est /acilit-" in India "hich shall provide a full range of short circuit test facilities for electrical eEuipment manufacturing industry and po"er utilities'

Green initiati.es

a.or reason for continuous degradation of earth$s climate and environment may be attributed to emission of billions of tons of greenhouse and other potent gases in atmosphere due to man2ind$s heavy dependence on fossil fuel for many of its daily needs' As Indian population is increasing and economy is gro"ing at large pace, demand for po"er "ill increase manifold' It is "ell established fact that gro"th brings "ith it the

ris2 of environmental problems, and unless significant energy conservation measures and large scale use of eco1friendly measures are underta2en, necessitating huge investments to protect the environment'

8ransmission pro.ects can play a significant role in harnessing cleanGgreen po"er through innovative and challenging initiatives' Accordingly, -9:6R&RID, being a responsive organisation, is constructing 5!!2A 7ADC high capacity transmission system for transfer of about =,!!! : of po"er from hydro pro.ects in Corth16astern Region to far a"ay

beneficiaries in Corthern % :estern Regions' 8he e(pected environmental benefits areJ

< :ill reduce C92 emissions by replacing thermal generation at load centres of Corthern % :estern Regions by transmitting about =,!!! : of cleanGgreen hydro po"er

generated in phases in the remote and under developed Corth16astern Region of the country "ith negligible environment impact'

< 9ther"ise, the Corthern % :estern Regions of the country, "hich are deficit in energy, "ould set up eEuivalent coal fired thermal po"er plants' It is envisaged that about 2;> million tons of C92 emission "ould be reduced during the 3! year lifecycle of the 7ADC transmission system'

It is heartening to note that our sincere efforts to"ards environment protection has started bearing fruits in terms of the appreciation and a"ards -9:6R&RID had received during the last three years'

EUS?@ESS DE:EL %ME@1 & # @SUL1A@#4

0our Company has acEuired in1house e(pertise at par "ith global standards in the field of -lanning, Design, 6ngineering, Foad Despatch and Communication, 8elecommunication, Contracts, /inance and -ro.ect anagement' *tilising this e(pertise, consultancy is being

offered at national % international level'

8he Company has emerged as a strong player in transmission sector in #outh Asia, iddle1east Asia % African countries and is providing consultancy services in *nited Arab 6mirates +*A6,, Cigeria and Bangladesh' 0our Company has been 2eenly participating in pro.ects funded by ADB, 8he :orld Ban2, and other foreign organi)ations in various countries li2e Aietnam, China, Henya, 6thiopia, *)be2istan, Afghanistan % Bangladesh'

8hroughout the year, business development opportunities continued to receive focussed attention and thrust across the entire value chain of the po"er sector' During the year 2!1!111, your Company has bagged 4; ne" assignments having pro.ect cost of about Rs' =!! Crore' 0our Company has earned revenue of about Rs' '++<62 #rore during /0 2!1!111 as consultancy fee from its various ongoing assignments against Rs' 2=3 Crore earned last year'

/urther, your Company is playing an active role in preparing a roadmap for developing #AARC mar2et for electricity on a regional basis to develop a cross country po"er1grid, harnessing each otherNs capacities and resources in order to address the gro"ing energy need in the region' -resently, various interconnections e(ist bet"een ?ndia & @epal and bet"een ?ndia & Eh!tan' /or evacuation of po"er from various upcoming 76-s in Bhutan, -unatsangchhu1I 76- +in Bhutan, @ Alipurduar +in India, 4!! 2A DGc line bet"een Bhutan % India is under implementation and e(pected to be completed by 2!1;' /urther, an asynchronous interconnection bet"een ?ndia & Ean"ladesh through ;!! : 7ADC bac21to1bac2 terminal along "ith Bheramara +Bangladesh, 1 Baharampur +India, 4!!2A DGC line is under implementation and e(pected to be completed by 2!13' In addition, an

interconnection bet"een ?ndia and Sri Lan3a through 7ADC bipole lin2 including submarine cable for sea portion is being finalised' /urther, for bul2 transfer of po"er, interconnection bet"een India and Cepal through 4!! 2A Dhal2ebar +in Cepal, 1 +in India, DGC transmission line is under finalisation' u)affarpur

1ELE# M EUS?@ESS

In order to shore up its revenue base, -9:6R&RID spotted the opportunity of convergence bet"een transmission % telecom, and entered into telecom business to leverage its country "ide transmission infrastructure' 0our Company is currently managing about '2,((( 3m of telecom net"or2 connecting all metros, ma.or cities % to"ns, "hich has been maintained at an availability of ++<+)7'

It is our constant endeavour to provide a robust high"ay of telecommunication at affordable cost "ith ultra modern and eco1friendly implementation techniEues' 8he Company is one of the fe" telecom players "ith mar2ed presence in remote areas and has acEuired Infrastructure -rovider Category1I +I-1I,, Internet #ervice -rovider +I#-, Category OA$ and Cational Fong Distance +CFD, licenses to provide a variety of services'

During 2!1!111, telecom business earned revenue of a$o!t Rs' 0)9<'( #rore for the Company' Revenue reali)ation to the tune of ++7 of total sales "as achieved during the year' 8he telecom business registered a -rofit before 8a( of Rs' '+<96 #rore for the financial year ended 31st arch 2!11K and 9rder Boo2 rose to about Rs' 82(

#rore in /0 2!1!111 from Rs' 41! Crore in previous year +i'e' up by ;5D, despite a general slo"do"n e(perienced by 8elecom industry due to intense price "ars'

0our Company is one of the implementing agencies for the prestigious @ational Knowled"e @etwor3 proCect at a pro.ect cost of Rs' =,!!! Crore' 8he pro.ect envisages a gigantic 3 layer 8elecom net"or2 of all 2no"ledge centres across the country such as II8s, II#c, etc' on high speed connectivity' In this, your Company has bagged a contract of Rs' 3!! Crore to be realised over a period of 1! years, out of "hich advance of Rs' 354 Crore "as received during /0 2!1!111'

:ith the focus no" shifting more to"ards rural connectivity, -9:6R&RID$s role in telecom becomes even more significant as it has presence in rural % remote areas of the country by "ay of its -o"er 8ransmission net"or2' Considering an ever increasing base of transmission to"ers across the country "ith a present base of about 1,;!,!!! to"ers including remoteG rural areas, a business model of leasing transmission to"ers for placing telecom antennas has been formulated to generate additional business' In the first phase, to"er space has been leased out in 3 #tates of L%H, 7- % -un.ab for installation of 8elecom Antennas and for other #tates, it is under process' 0our Company has made synergic tie1ups "ith multiple service providers for spreading out of its -oint of -resence to more than 22!! nodes on -an1India basis' Company is also venturing into ulti1protocol Fabel #"itching services as a value addition to its Dense :avelength Division ultiple(ing G #ynchronous Digital 7ierarchy based -oint to -oint 8elecom Cet"or2

and has ventured into Data Center business for in1house reEuirement' 8his indeed is a ma.or leap in achieving strategic net"or2 e(pansion by "hich your Company has strengthened its capabilities to reach and cater even remotely placed segments particularly small to"ns and villages'

In recognition of its sturdy and reliable 8elecom Infrastructure and its 8elecom services, your Company has been conferred "ith "Emer"in" 1elecom ?nfrastr!ct!re %ro.ider Award" by IC/9C9 C AI Cational 8elecom A"ards, 2!1!'

# @1>?EU1? @ ?@ D?S1>?EU1? @ >E/ >MS

8o derive benefit of additions in generation % transmission by end consumers, &ovt' of India has launched Accelerated -o"er Development % Reforms -rogramme +A-DR-, and Ra.iv &andhi &rameen Aidyuti2aran 0o.ana +R&&A0,, "hich are aimed at bringing Eualitative improvement in sub@transmission and distribution sector and e(pected to achieve reduction of A8%C losses' 0our Company is playing a significant role in carrying for"ard the distribution reforms through underta2ing A-DR- "or2s on behalf of &ovt' of India in various parts of the country' nearing completion' ost of these schemes have been commissionedG are

*nder R&&A0, your Company has been assigned the .ob for e(ecution of rural electrification "or2s in =5 districts in the country covering about >2,5!! villages' During the year, -9:6R&RID created infrastructure for electrification in D90( !n*electrified .illa"es against a target of 3;!! villages, achievement of about 13;D' #ervice connections "ere provided to a$o!t 0(<8( La3h E%L households against a target of > Fa2h, achievement of over 1;!D' 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*G :E>@A@#E

In line "ith international practices, your Company has ta2en up an initiative to deploy 6nterprise :ide I8 #ystem, "hich "ill facilitate operation of different business processes in an integrated manner and to achieve optimal use of resources' 8his includes,

rolling1out of 6nterprise Resource -lanning +6R-, system across the organi)ation along "ith establishment of state1of1the1art Data Centre, Communication Cet"or2 and Disaster Recovery #ite "hich shall be completed progressively in ne(t t"o to three years' In addition, the Company has also ta2en various steps to improve upon I8 security envisaging potential increase in I8 dependence in day to day operations' 0our Company has been assigned the tas2 for establishing ?C6R818ransmission?, a forum of all #tate transmission utilities of the country, to address I8 security and reEuired timely response at the time of crisis'

SUS1A?@AELE DE:EL %ME@1

As "e all 2no", electricity has become a necessity in our day to day life and it plays the pivotal role in economic development of the country' :hile, it$s use in one hand has sharply benefited the Euality of life, on the other hand it$s generation has raised several social, environmental, economical and political issues, "hich need to be understood in its right perspective and addressed accordingly' 8hough transmission pro.ects are non polluting, your Company has developed a detailed corporate strategy document "En.ironmental and Social %olic- and %roced!res &ES%%," in 1335 and upgraded it from time to time through "ide consultations "ith social bodies, local communities, &ovt' agencies, etc' in line "ith International best practices' 8he policy outlines the Company$s approach and commitment to deal "ith environmental and social issues, relating to transmission pro.ects, and lays out management procedures and protocols to address the same' 8he policy is applauded by the multilateral funding agencies li2e 8he :orld Ban2 % ADB and the Company applies the same for all pro.ects across the country'

0our Company is the first -o"er Company in India, "hich has come out "ith the

#ustainability Report in

arch, 2!1! and is giving shape to sustainability reporting

process so as to establish a procedure for information disclosure and communication to sta2eholders' #ustainability reporting benefits the Company in the long run by establishing a system of measuring, monitoring and reporting environmental and social performance'

8he pioneering technologies li2e 12!!2A *7A AC % 5!!2A 7ADC being underta2en by your Company "ill enable transfer of large Euantum of po"er over single corridor upon implementation and further minimise the environmental and social impact'

# >% >A1E S #?AL >ES% @S?E?L?14

0our Company has earmar2ed one percent +1D, of -rofit After 8a( +-A8, for the preceding year as non lapsable budget for C#R activities' During /0 2!1!111, a ma.or portion of C#R budget "as spent on different thrust areas li2e education, health, infrastructure development, games % sports etc' Being of long lasting value, these facilities have played a pivotal role in improving the standard and Euality of life of local people around our establishments' 8he efforts made by your Company have been applauded and earned the good"ill of the local inhabitants'

0our Company sponsored ten students, "ho "ere meritorious but under privileged for ta2ing coaching for preparation of II81L66 entrance e(am12!11 in ?*t2arsh #uper13!, Delhi Centre?, as a part of Corporate #ocial Responsibility' It is heartening to 2no" that si( out of ten students got into II8s and rest four students Eualified for other reputed engineering institutes'

-ublic Distribution #hops in the villages of Ra.avur, #enganadipudur % Harupusamypudur "ere constructed and handed over to the Bloc2 Development 9fficer, *dumalpet "hich benefitted nearly 3!! local villagers' /urther, 1; des2top computer systems "ere handed over to the -rincipal of the Deaf 6nabled /oundation in 7yderabad' 115 nos' of solar street lamps "ere handed over to District Administration of Raichur for the benefit of *malipannur, Duganur, Hata2nur and al2apur villages of Raichur district and a

2;! 2AA D& "as provided to District 7ospital of Feh'

%E %LE,

U> %>?ME M :E>S

De.elopment of H!man #apital

0our Company strongly believes that human capital is the most vital asset of the organi)ation and accordingly, its policies are focused on development of human resource through s2ill upgradation, career enhancement, .ob enrichment % .ob rotation'

0our Company has developed in1house 9nline 8raining Ceed Assessment +8CA, #ystem through "hich individual 8CA of 5,3!! employees "ere captured' 8he findings of 8CA "ere corroborated % discussed "ith /ocus &roup at Regional and Corporate level for identification and alignment "ith organi)ational reEuirements before finalisation of Fearner$s -lanner for 2!11112'

/or overall competency enhancement of employees in synchroni)ation "ith business needs, environment and individual development plan, 43,531 mandays of training "as imparted to the employees during /0 2!1!111' In addition, induction training "as provided to 143 6(ecutive 8rainees, 31= #upervisor 8rainees and 34! :or2men 8rainees during the year'

8raining has also been imparted to the employees of #tate po"er utilities and other utilities "ithin the country and overseas'

o*s have been signed "ith

DI, &urgaon, Lamia

illia Islamia, Ce" Delhi, Amity anagement 8echnology, Coida, "hich

International Business #chool % Birla Institute of

"ill enable organi)ations to leverage each others capability and resources in area of pedagogy, training, research and innovation in systems, process etc' /urther, your Company has tie1up "ith /oundation of Innovation and 8echnology 8ransfer of II8, Delhi for conducting certification programmes for operation % maintenance of transmission system and telecom'

Considering the gro"ing needs of the organi)ation, a number of initiatives have been ta2en up "ith high priority accorded for 8raining % Development'

During the year, -9:6R&RID has inducted +9+ personnel at various levels vi)', 6(ecutives, #upervisors, :or2men in different areas through 9pen Advertisement on All India basis and Campus #election from reputed 6ngineering and anagement Institutes for

e(ecutives, and for non1e(ecutives through 6mployment 6(change and local advertisement at regional level'

/or mutual benefit in the area of -o"er 8ransmission Fine Construction, your Company has initiated capacity building programmes and overall s2ill development in the country "ith the help of 8ransmission Fine +8F, construction contractors under -ublic -rivate -artnership mode' A emorandum of *nderstanding "as signed "ith some of the 8F

Construction Contractors for training of unemployed youth in the field of 8F construction .obs' #hort term training courses "ere also offered in -o"er 8ransmission Fine 8o"er 6rection and -o"er 8ransmission Fine #tringing "or2s' Accreditation to these courses are

being accorded by Directorate &eneral of 6mployment and 8raining +D&68,, Fabour % 6mployment under

inistry of

odular 6mployable #2ills of #2ill Development Initiative odular 6mployable #2ills

#cheme and these courses have been included in the list of

courses approved by Cational Council for Aocational 8raining +CCA8,' Candidates, after successfully passing the e(amination conducted by Assessing Bodies appointed by D&68, shall be provided certificate by CCA8, &ovt' of India'

/or augmenting the Capacity Building initiatives, "1ransmission Line Mana"ement ?nstit!te" has been established at in Assam' isa along "ith e(tension Centre at #ala2ati

Hno"ledge

ap and Hno"ledge

atrices of your company have been prepared along "ith its

business verticals' 8his has helped the organi)ation to identify the present 2no"ledge assets in relation to corporate strategy and identify sources for bridging the 2no"ledge gap' 8his has enabled your Company to figure out "here 2no"ledge, e(pertise and e(periences reside in our people, documents, processes, systems and systemic routines' It is the first document of its type in Indian -o"er Industry'

0our Company has been besto"ed "ith numerous a"ards in various categories' 8he ma.or 7R related a"ards bagged this year are "1rainin" Excellence Gold Award" by &reentech /oundation for its hallmar2 performance in area of 8raining and Development, "Eest H> Strate"- in Line with E!siness Award" and "Award for Excellence in 1rainin"" by AsiaNs Best 6mployer Brand A"ards 2!1! at #ingaporeK A " mit- H> Excellence Award" for Best 6nvironment friendly and 6mployees #afety practicesK "Award for 1alent Mana"ement" under ;th 6mployer Branding A"ards 2!1!111 by 6mployer Branding Institute and " r"aniLation with ?nno.ati.e H> %ractices" under &lobal 7R 6(cellence A"ards 2!1!111K "H> Excellence Award for %SU Sector for ?nno.ati.e H> %ractices" under 8alent Feadership and 7R

A"ards +for e(cellence in 7uman Resource Development, presented by #tar Ce"sK " ?ndia Shinin" Star #S> Award" in the -o"er #ector instituted by :oc2hardt /oundation, umbai'

Emplo-ee welfare

During the year, the Industrial Relations scenario in the Corporation has been cordial and no man days "ere lost' An effective "or2 culture has been established in the organi)ation through empo"erment, transparency, decentrali)ation, and practice of participative management'

8he Company also holds open sessions, chaired by the C D and all the functional Directors, for eliciting vie"sGsuggestions of the employees concerning the overall development % gro"th prospects of the organi)ation'

0our Company believes in participation of all the employees do"n upto "or2men level for meeting the ob.ectives of the company' In your Company, -9:6R&RID Cational Bipartite Committee +-CBC,, a .oint consultative forum comprising of management and "or2men representatives e(ists, "hich provides a platform for addressing issues related to the "or2men cadre at the national level including the signing of three long term "age agreements' 8he forum is associated "ith the decision ma2ing process in policy formulation concerning larger issues of "or2men category' 8he 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 "or2men are dealt through regional forum of -CBC called -RBC +-9:6R&RID Regional Bipartite Committee,' 0our company "as amongst the first fe" companies to implement "age revision +"'e'f' 1 st Lanuary, 2!!>, for "or2men % supervisors, this year'

#itiLens #harter

0our Company has formulated its Citi)en$s Charter providing a visible front of its ob.ectives, mission, commitments, terms of service and its obligation to various sta2eholders' Information about its schemes, policies, pro.ect plans of the Corporation and issues of general interest to sta2eholders is available in the offices' 8his information is also available on Company$s "eb site'

?M%LEME@1A1? @

//?#?AL LA@GUAGE

0our Company is committed to ensure the implementation of Ra.bhasha policy and has made all efforts to ensure use of 7indi as laid out in the Ra.bhasha Annual -lan of the &overnment of India' 8o promote the use of 9fficial language, various activities li2e ?Annuvad Abhayaas Harya2ram?, training for use of computer in 7indi applications are organi)ed to enhance the "or2ing 2no"ledge' In addition, lectures on various topics by eminent 7indi scholars are arranged on regular basis to change the mindset of the employees'

0our Company maintains one of the best libraries in public sector "herein boo2s, popularG literary maga)ines and ne"spapers in 7indi are available' 6very year, ?A2hil Bhartiya Ra.bhasha #ammelan?, ?Havi #ammelan?, ?Drama?, and competitions in 7indi "riting etc' are also organi)ed'

Attractive incentive schemes for employees have also been instituted for official

"or2ing in 7indi and to contribute articlesG "rite ups for in1house maga)ines'

8he effort made by your Company has been applauded in many forums' As a result of the e(cellent "or2 being done by your Company in the field of Ra.bhasha implementation, the Company has been conferred "ith ?C8-C Ra.bhasha shield for the year 2!!311!? and ?Ra.abhasha #hiromani? shield' 8he Company$s in1house maga)ine ?&rid Darpan? has bagged ?Ra.bhasha &rih -atri2a #amman? during the year'

# >% >A1E ?MAGE 1H> UGH # MMU@?#A1? @ MA@AGEME@1

8his year, your Company launched the desired publicity campaign "herein the 2ey strengths and e(pertise of the Company "as presented to potential investors' -rint and electronic media, 8A % radio commercials, outdoor hoardings and investor road sho"s "ere held for publicity campaign' 8his has eEually contributed to the mega success of the /ollo"1on1-ublic 9ffer of the Company'

0our Company launched advertisement campaigns in leading business maga)ines to pitch the consultancy business to #6Bs, I--s and other potential clients' 0our Company also participated in a number of 6(hibitions and Conferences including the ?:orld 6nergy Congress? held in ontreal, Canada so as to ma(imi)e brand e(posure and to e(plore

business opportunities' 0our Company successfully organised the &RID86C7 2!11 e(hibition and international conference in "hich about 12! e(hibitors sho"cased their state1of1the1art products in the field of transmission, distribution and grid management'

Internal communications play a 2ey role in enabling employees across the company to understand and embrace the Company$s mission, goals and strategies' onthly

ne"sletters, house .ournals, "all maga)ines are published % "idely circulated to apprise the employees of the developments, achievements % events, vie"points of management and also give a platform to employees to participate and ta2e pride of their Company' 8he media centre lin2 of your Company$s "ebsite "as also revamped as Communication Founge "ith ne" features such as media coverage, -R 2it, industrial photography, Euery form etc'

0our company maintained cordial relations "ith the media so as to effectively deliver 2ey 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 "ere issued and press conferences "ere conducted along "ith intervie"s of top management "ere regularly published in leading publicationsG .ournals % electronic media'

:?G?LA@#E * transparenc-

&overned by the principles of good Corporate &overnance, the Company strives to be accountable to the nation by being as transparent as possible about its operationsK and the year gone by "as another such year for Company$s rene"ed commitment to transparency' During the year, a large number of systems improvements "ere underta2en by the Company to plug loopholes in the system and emphasis "as laid on the a"areness process in the Company'

8raining "as imparted to employees on O6thics and Aigilance

atters$ through

various preventive vigilance "or2shops, in "hich 44! non1vigilance e(ecutives "ere imparted training' Aigilance e(ecutives "ere also sent on training to various organi)ations li2e CBI and the Cational Institute of Criminology and /orensic #cience, besides participating in training programmes organi)ed at Corporate Centre' In addition,

vigilance e(ecutives "ere also sent on foreign training at RI-A International, Fondon'

0our Company also conducts process online inspections in "hich critical "or2s are inspected at the initial stage of e(ecution by the vigilance e(ecutives for shortcomings, if any' A large number of inspections have been conducted both by Aigilance e(ecutives as "ell as by the Chief 8echnical 6(aminer$s 9rganisation +C86,' 9n the basis of these inspections, adeEuate cost compensation "as affected for not conforming to technical specifications, "herever applicable' Besides this, a considerable number of C86 paras "ere also settled during the year'

8he Aigilance A"areness -eriod "as organi)ed from 2;th 9ctober to 1st Covember, 2!1! as per the directives of the Central Aigilance Commission' 8he pledge "as administered to all employees across the Country' During the "ee2, various competitions "ere organi)ed for the employees and their family members' Billboard and banners "ere put up at public places in order to generate publicity against corruption' #treet plays and road sho"s "ere also organi)ed' During this period, debate competitions on topics related to vigilance "ere also organi)ed at various schools' 8he "ee2 concluded "ith the release of the in1house .ournal OCandour$ at the valedictory functions "herein pri)es "ere also distributed'

8o spread a"areness amongst employees and to prevent violation of the Contract Rules, bul2 # # service "as inaugurated during the occasion of the Aigilance A"areness -eriod and sent to all employees in order to educate them on vigilance matters' Bul2 # # on the Conduct, Discipline % Appeal +CDA, Rules are being sent to all the employees every month'

MA@AGEME@1 D?S#USS? @ A@D A@AL4S?S

In addition to the issues in the Directors$ Report, some issues have been brought out in report on Report' anagement Discussion and Analysis placed at Annex!re*? to this

%A>1?#ULA>S

/ EM%L 4EES

8he particulars of employees of the Corporation "ho "ere in receipt of remuneration in e(cess of the limit prescribed under #ection 21> +2A, of the Companies Act, 13;= is given in Annex!re*?? to this Report'

# @SE>:A1? @ / E@E>G4, 1E#H@ L G4 AES >%1? @ A@D / >E?G@ EA#HA@GE EA>@?@GS A@D U1G

As per reEuirements of disclosures under #ection 21>+1, +e, of Companies Act,13;= read "ith Rule 2 of the Companies +Disclosures of -articulars in the Report of Board of Directors, Rules, 1355 information relating to conservation of energy, technology absorption and foreign e(change earnings and outgo, is given in Annex!re*??? to this Report'

# M%1> LLE> A@D AUD?1 > GE@E>ALS # MME@1S

Comments on the Accounts for the year ended 31st

arch, 2!11 by the

Comptroller and Auditor &eneral of India under #ection =13+4, of the Companies Act, 13;= are given in Annex!re*?: to this report'

# >% >A1E G :E>@A@#E

A Report on the Corporate &overnance Annex!re*:, forming part of this Report, together "ith the Certificate thereon is given in Annex!re*:? to this Report'

0our Company has got its #ecretarial Compliance Audit conducted for the financial year ended 31st arch, 2!11 from Gs' #an.ay &rover % Associates, -ractising Company

#ecretary' 8heir Report forms part of this Annual Report' &Annex!re*:??,

S1A1U1 >4 AUD?1 >S

/ 1HE # M%A@4

8he #tatutory Auditors of your Company are appointed by the Comptroller % Auditor &eneral of India' Gs A'R' % Co', Gs *mamahes"ara Rao % Co', Gs # R I Associates

"ere appointed as Loint #tatutory Auditors for the financial year 2!1!111'

# S1 AUD?1 >S

/ 1HE # M%A@4

-9:6R&RID had appointed the follo"ing Cost Auditors under #ection 233B of the Companies Act, 13;= for the /inancial 0ear 2!1!111J

Sh. ;ugal <ishore %uri, Cost "ccountant :>s. Chan1ra 5a1h8a = Co, Cost "ccountants :>s. :ani = Co., Cost "ccountants

9 4+9I, 4+9II = S+9II 9 5+9I, 5+9II = S+9I 9 *+9I, *+9II = 4*+

8he due date for filing Cost Audit Reports for the financial year 2!1!111 "ith the Cost Audit Branch, inistry of Corporate Affairs is #eptember 3!, 2!11 and the same "ill be

filed "ith the Cost Audit Branch "ithin the stipulated time'

% =E>G>?DS E A>D

During the year, the tenure of four non1official -art1time Directors 1 Dr' -' H' #hetty, Dr' A' #' Carag, #hri Anil H' Agar"al and #hri /' A' Aandrevala came to an end, "ho "ere appointed for a period of three years "ith effect from Luly 1!, 2!!> to Luly 3, 2!1! and accordingly, they ceased to be Directors of -9:6R&RID' 7o"ever, they "ere reappointed by &oI vide order dated 9ctober 13, 2!1! "'e'f' Luly 1!, 2!1! for a period of one year' 8he tenure of t"o non1official -art1time Directors #hri Asho2 Hhanna and #hri #'C'8ripathi came to an end on April 24, 2!11 and they ceased to be Directors' 8he Board "ishes to place on record its deep appreciation for the valuable services rendered by #hri Asho2 Hhanna and #hri #'C'8ripathi, during their association "ith -9:6R&RID' #hri L' #ridharan, Director +/inance, superannuated on April 3!, 2!11 and ceased to be Director on the Board of -9:6R&RID' 8he Board also "ishes to place on record its deep appreciation and gratitude for the invaluable contribution and unstinted support to the Company given by #hri L' #ridharan during his tenure as Director +/inance,'

/urther, the tenure of four non1official -art1time Directors 1 Dr' -' H' #hetty, Dr' A' #' Carag, #hri Anil H' Agar"al and #hri /' A' Aandrevala came to an end on Luly 3, 2!11 and they ceased to be Directors' 8he tenure of rs' #arita -rasad, non official part time

Director came to an end on August 3, 2!11' 8he Board "ishes to place on record its deep appreciation for the valuable services rendered by Dr' -' H' #hettyK Dr' A' #' CaragK #hri Anil H' Agar"alK #hri /' A' AandrevalaK #hri Asho2 HhannaK #hri #' C' 8ripathiK and #arita -rasad' rs'

#hri R' 8' Agar"al ta2en the charge of Director +/inance, "ith effect from Luly 23, 2!11'

In accordance "ith the provisions of #ection 2;; and 2;= of the Companies Act, 13;= read "ith Article 31+c, +iii, of the Articles of Association of the Company, #hri A' Haul, Director and #hri Ra2esh Lain, Director shall retire by rotation at the Annual &eneral eeting of your Company and being eligible, offer themselves for re1appointment' '

A#K@ =LEDGEME@1S

8he Board of Directors, "ith deep sense of appreciation, ac2no"ledges the guidance and co1operation received from &ovt' of India, particularly /inance, inistry of 7ome Affairs, inistry of -o"er, inistry of

inistry of 6(ternal Affairs,

inistry of #tatistics

and -rogramme Implementation,

inistry of 6nvironment % /orests, Central 6lectricity

Regulatory Commission, Appellate 8ribunal for 6lectricity, Central 6lectricity Authority, -lanning Commission, Department of -ublic 6nterprises, Regional -o"er Committees, and other concerned &ovt' departmentsGagencies at the Central and #tate level as "ell as the #ecurities and 6(change Board of India, Cational #toc2 6(change of India Ftd', and Bombay #toc2 6(change Ftd', "ithout "hose active support, the achievements by the Corporation during the year under revie" "ould not have been possible'

Board$s special appreciation and than2s are due to our valued customers, various #tate po"er utilities and other clients, "ho have a"arded various consultancy "or2s and reposed faith in Company$s capability to handle them' 8he Board also appreciates the contribution of contractors, vendors and consultants for successful implementation of

various pro.ects by the Company'

8he Directors ta2e this opportunity to than2 the -rincipal Director of Commercial Audit and 6(19fficio ember Audit Board1III for the cooperation during the year' Directors also

ac2no"ledge the valuable suggestions and guidance received from the #tatutory Auditors during the Audit of Accounts of the Company for the year under revie"' 8he Board also conveys its sincere than2s to various nationalGinternational financial institutionsG ban2sG credit rating agencies for their timely assistance, continued trust and confidence reposed by them on -9:6R&RID'

:e have achieved a great deal this year and none of it "ould have been possible "ithout the s2ills and dedication of each member of -9:6R&RID family at all levels' I "ould li2e to than2 the 6(ecutive team for its strong leadership and all our employees for their commitment and enthusiasm to achieve our aim to be the "orld$s premier transmission net"or2 utility'