KCL Infra Projects Ltd

To the Members,

Your Directors have pleasure in presenting the 17* Annual Report along with the AuditedAnnual Accounts for the year ended 31st March 2012.

(Rs. In Lacs)

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion & Analysis Report, as required under the Listing agreementwith the Stock

Exchanges is enclosed at Annexure 'A'.

CHANGE IN THE CAPITAL STRUCTURE OF THE COMPNAY:

During the period under the review the Company has allotted 1,080,000 equity shares onpreferential basis on 27th May, 2011 after taking the approval of Members in ExtraordinaryGeneral Meeting held on 25th day of March, 2011.

DIVIDEND:

In view of requirement of funds for expansion of the business activities, yourDirectors regret their inability to recommend any dividend for the year under review.

PUBLIC DEPOSITS:

During the year under review the company has neither accepted nor invited any publicdeposits within the meaning of section 58A of the Companies Act, 1956 read with theCompanies (Acceptance of Deposits) Rules, 1975. Also there are no outstanding publicdeposits at the end of the year.

DIRECTORS:

Mr. Anurag Inani has resigned from the Directorship of the Company w.e.f. 30thSeptember, 2011. The Board expresses its gratitude to the outgoing director for hisservices to the company during his tenure.

Mr. Raju Shivaji Bhosale was appointed as an additional Director with effect from 20thFebruary, 2012. He holds office of the Director upto the date of the ensuing AnnualGeneral Meeting.

Mr. Naval Saraf retires by rotation at the ensuing Annual General Meeting and showedhis unwillingness for re-appointment as Directors of the Company.

Information on the details of directors seeking appointment / re-appointment asrequired under Clause 49 of the Listing Agreement has been given under the Notice toShareholders under the head 'Additional Information'.

AUDITOR'S REPORT:

The statutory auditors of the company, M/s. Mahesh C. Solanki & Co., CharteredAccountants hold office until the conclusion of the ensuing Annual General Meeting and areeligible for re-appointment. The

Company has received a certificate from them to the effect that their appointment, ifmade, would be within the prescribed limits under Section 224(1B) of the Companies Act,1956 and that they are not disqualified for such appointment / reappointment within themeaning of Section 226 of the said Act.

The Notes on Accounts referred to in the Auditors' Report are self explanatory andtherefore do not call for any further comments.

DIRECTORS' RESPONSIBILITY STATEMENT:

In compliance with the provisions of Section 217(2AA) of the Companies Act, 1956, withrespect to Directors' Responsibility Statement, your Directors hereby confirm that -

i) In the preparation of the annual accounts for financial year ended 31st March, 2012the applicable accounting standards have been followed along with the proper explanationrelating to material departures, if any.

i) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give true andfair view of the state of affairs of the company as at the end of the financial year andthe profit of the Company for that period.

i) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act, 1956 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities.

i) The Directors have prepared the annual accounts for the year ended 31st March 2012on a going concern basis.

GREEN INITIATIVE:

The Ministry of Corporate Affairs has taken the Green initiative in CorporateGovernance by allowing paperless compliances by Companies through electronic mode.

The Company supports the Green initiative and has accordingly decided to send allcommunications to its shareholders to their respective registered e-mail addresses.

Hence, the Company appeals to its shareholders to register their e-mail addresses withthe RTA of the Company and become a part of the initiative and contribute towards aGreener environment.

CORPORATE GOVERNANCE:

As per the requirement of the Listing agreement with stock exchange, your Directorsreaffirm their commitment to these standards. A report on Corporate Governance along witha certificate from the Statutory Auditors of the Company form part of this report.

LISTING AT STOCK EXCHANGES:

The equity shares of the company continue to be listed at Bombay Stock Exchange Ltd.(BSE) and Delhi Stock Exchange Association Ltd., Delhi. The Company has paid the annualListing fee for the financial year 2012-13 to Bombay Stock Exchange Ltd. and the DelhiStock Exchange Association Ltd.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy and technology absorption asstipulated in the Companies (Disclosure of Particulars in the Report of the Board ofDirectors) Rules, 1988 are not applicable to the company.

There was no foreign exchange earnings and outgo during the year under review.

PARTICULARS OF EMPLOYEES:

During the period under review, there were no employees drawing remuneration attractingthe provisions of section 217(2A) of the Companies Act, 1956 read with the Companies(Particulars of Employees) Rules, 1975.

AUDIT COMMITTEE:

As per the provisions of the Companies Act, 1956 and Listing Agreement with the StockExchanges, the Audit Committee comprised of two Independent Directors viz. Mr. SiddharthMaheshwari and Mr. Naval Saraf and third one Mr. Mohan Jhawar being promoter non-executiveDirector. Mr. Siddharth Maheshwari was the Chairman of the Committee. Mr. SiddharthMaheshwari, Chairman of the Audit Committee was present at the Sixteenth Annual GeneralMeeting.

ACKNOWLEDGEMENT:

Your Directors acknowledges their sincere appreciation for the support extended by thestatutory authorities, banks, stock exchanges, advisors, Clients, Customers, shareholdersand staff of the Company for the valuable assistance, support and co-operation extended tothe Company and continuous support and faith reposed in the Company.