Shri Matre Power & Infrastructure Ltd

To

The Shareholders,

1. INTRODUCTION

Your Directors have pleasure in presenting their report together with audited accountsfor the financial year ended 31^st March, 2011.

2. FINANCIAL PERFORMANCE

The Financial performance of the Company for the year 2010-11 is indicated below :

During the year, the company incurred cash profit of Rs. 39,440 thousands,(previous year Profit of

Rs. 50,963 thousands). After providing for depreciation amounting to Rs. 30,093thousands (previous year Rs. 30,122 thousands), the total profit for the year stood at Rs.9347 thousands (previous year Rs. 20,841 thousands). We are happy to inform you that yourcompany has succeeded in wiping out all its accumulated losses. Consequent to the settingoff of reduction of the share capital amounting to Rs. 211,536 thousands and the generalreserves amounting to Rs. 200,872 thousands against the accumulated losses of Rs. 412,408thousands, your company concluded the year with a clean slate.

Reduction of Share Capital

Our esteemed members have approved subject to approval of Hon’ble High Court ofA.P., at the last AGM held on 30th September, 2010 the reduction of share capital of yourcompany and also to set off losses incurred by the company to such reduction. The membersalso approved, amending the face value of share to Rs. 2/- per share.

The Directors are happy to inform you that the Hon’ble High Court of AP vide orderCP No.124 of 2011 dtd 03.08.2011 has confirmed the proposal of the company, as requiredwith effect from 01.10.2010. Accordingly the accounts as on 31.03.2011 were prepared dulyincorporating the changes approved at AGM held on 30.09.2010.

Future Outlook :

As you are aware, despite putting best efforts to revive its LPG Business your companycould not achieve much progress. This is primarily due to the fact that the Governmentcould not do much to withdraw the subsidy on LPG as committed by it. Hence last year, yourCompany decided to diversify into power generation and solar power to begin with under thename Shri Matre Power & Infrastructure Ltd.

The Jawaharlal Nehru National Solar Mission (JNNSM) has set targets for 20,000 MW ofsolar generation capacities to be set-up by 2022 and a recent KPMG study estimates thatpotential realization could be 67,000 MW by 2022 through National, State and Privateinitiatives.

In a relief for developers of solar power projects, the union ministry for environmentand forests (MoEF) has clarified that no environmental clearance is required for solarpower projects. The clarification comes in the wake of the Ministry of New and RenewableEnergy (MNRE) taking up the matter with MoEF. "It is clarified that solar powerprojects are not covered under the ambit of EIA notification, 2006 and no environmentclearance is required for such projects".

To start with, your company acquired 146 acres of land in Ramdevara Village nearPokhran, Jodhpur, Rajasthan to set up its solar project. Your Company participated in thetender bid process floated by NTPC Vidyut Vyapar Nigam Ltd (NVVN) but did not succeed.

The reduction of share capital would significantly equip your Company much better toparticipate in large tenders and thereby substantially strengthen our efforts to diversifyinto solar power generation. Your Company is participating in the next round of tenderingfor solar power projects under the JNNSM which would be taking place starting this month.

Further, your Company has been trying every single opportunity to enter into the solarpower generation field. Your Company participated in the Vibrant Gujarat 2011 andregistered with the Government of Gujarat for setting up a large Solar Power generationPlant. It is also seriously working on tie-ups for advanced technology with leadinginternational technology providers in the solar field. Your Directors are optimistic thatyour company would succeed in the Solar Power project field soon.

It has always been the endeavor of your Directors to turn the company around at theearliest. Your Directors are putting in all out efforts and are leaving no stone unturnedto achieve the same. With your company wiping out all its accumulated losses and startingoff now with a clean slate, we are in a better position to achieve our objectives. Asesteemed share holders are aware, your company is already Debt Free.

3. DEPLOYMENT OF FUNDS :

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 does not have enough profits, the Directors regret to inform you thatthey are not in a position to recommend any Dividend for the year ended 31.03.2011.

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. Sinha, Dr. A.Balasetty andMr.V.Subrahmanyam, Directors retire by rotation at the ensuing Annual General Meeting andoffered themselves for re-appointment. Your Directors recommend their re-appointment.Mr.D.V.Satya Kumar resigned from the Board with effect 25.07.2011, due to personal reasonsand the same has been accepted and the Board recorded its deep appreciation and profoundgratitude for the invaluable services rendered by Mr.D.V.Satya Kumar to the company fromthe inception.

8. AUDITORS

The Statutory Auditors M/s.Venugopal & Chenoy, Chartered Accountants, appointed bythe Members at their earlier Annual General Meeting retire at the conclusion of thisMeeting and they are eligible for re-appointment. The Members are requested to appoint theAuditors and to fix their remuneration.

9. PERSONNEL

During the year, none of the employees is in receipt of remuneration in excess of thelimits prescribed u/s. 217(2A) for 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 separatelyand the same forms part of this report.

11. CORPORATE GOVERNANCE

A brief report on Corporate Governance in compliance with clause 49 of the ListingAgreement 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, withrespect to Directors responsibility Statement, it is hereby confirmed :

(i) that in the preparation of the accounts for the financial year ended 31^stMarch, 2011, the applicable accounting standards have been followed along with properexplanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of your Company at the end of thefinancial year and of 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 ofadequate accounting records in accordance with the Provisions of the Companies Act, 1956for safeguarding the assets of your Company and for preventing and detecting fraud andother irregularities.

(iv) that the Directors have prepared the accounts for the financial year ended 31^stMarch, 2011 on a ‘going concern’ basis.

13. ACKNOWLEDGEMENT

The Board wishes to place on record its deep sense of gratitude and appreciation to allthe Promoters and Shareholders for their whole hearted support to your Company. The Boardalso wishes to acknowledge the help and assistance rendered by the Banks, Dealers,Customers, Suppliers, Collaborators, Consultants and Contractors. The Board wishes tofurther record its gratitude to various Departments of the Government of Andhra Pradeshand Government of India and other State Governments for their support and encouragementgiven to your Company. The Board records its appreciation for the contribution of all theteam members of your Company.

The prescribed details as required u/s. 217(1)(e) of the Companies Act, 1956 areannexed.