The Directors have great pleasure in submitting their 22nd ANNUAL
 REPORT on the business & operations of the Company along with the
 Audited Balance Sheet and Profit And Loss Account, for the year ended
 31st March, 2010.
 
 1.  FINANCIAL RESULTS:
 
 Financial Results of the Company for the year under review along with
 the figures for previous year are as follows:
 
                                                   (Amount. in Rs.)
 PARTICULARS                                         Year ended
 
                                             2010               2009
 
 Total Income                           366,13,40,704     45,50,45,762
 
 Depreciation                               17,36,482        17,00,048
 
 Profit before taxation                  34,98,56,386        17,11,361
 
 Provision for taxation                     21,38,239           35,473
 
 Deferred Tax Liabilities                   44,06,770        44,06,770
 
 Appropriations
 
 Profit after Tax                        34,77,18,147        16,75,888
 
 Amount available for appropriations
 
 2.  OPERATIONS:
 
 The market environment in financial year 2010 was challenging, but
 recovery signs made themselves felt in the second half of the financial
 year. A healthy sign was that the average selling price (ASP), which
 had remained an area of concern for three quarters, began to firm up
 from November onwards, notching up an increase of nearly 20% by the end
 of the fiscal year. Your Company continued to strengthen its position
 in this rapidly-growing market.
 
 The business has performed well, with productivity gains, growth in
 volumes and sustained margins notwithstanding rise in input costs. The
 ABC Ltd. business continues to be successful despite of several
 environmental constraints. The Companys ability to neutralize cost
 increase and improve margins together with purchasing efficiencies,
 improvement in manufacturing yield/usage and expenses control helped in
 increasing the profitability. The performance had established a new
 milestone for the Company.
 
 During the year Companies performance was satisfactory in comparison to
 previous year as net profit before tax is increased from Rs. 17,11,361
 to Rs. 34,98,56,386 in spite of same sales.
 
 3.  EXPANSION PROGRAMMERS:
 
 The Board has approved the installation of the manufacturing of Fly Ash
 gypsum Brick plant at Three sites on at Partur Dist, Jalna and Two more
 to be identified. It has also approved to manufacture and market the
 precat ferro-cement building components on large scale. The Board has
 considered toget PWD registration in Class -1 No Limit from Govt. of
 Maharashtra, Rajasthan, Chhattisgarh to undertake State highways
 project under PPP and authorised Mr. L.J.Rathi, Managing Director to
 take the necessary steps for the same.
 
 4.  ALLOTMENT OF WARRANTS;
 
 As members are aware, your Company allotted warrants amounting to
 8,45,00,000 convertible warrants carrying right to subscribe for equity
 shares of Rs.1/- each at a price of Rs.1.35 per shares to the concerned
 allottees after taking in principal approval from Bombay Stock Exchange
 Limited dt.07th June, 2010.
 
 5.  SHARE CAPITAL
 
 In the EGM held on 17th May 2010, the company has resolved to increase
 the existing Authorised Share Capital of the Company from Rs.
 35,00,00,000 (Rupees Thirty Five Crores only) divided into 35,00,00,000
 (Thirty Five Crores) Equity Shares of Re.1/- (Rupee One only) each to
 50,00,00,000/- (Rupees Fifty Crores Only) divided into 50,00,00,000
 (Fifty Crores) Equity Shares of Re.1/- (Rupee One only) each.
 
 The Board of Directors has proposed to consolidate the authorised
 capital by reclassifying the existing paid up value of shares from
 Re.1/- to Rs.10/- .
 
 Your approval for the same is being sought at the ensuing Annual
 General Meeting
 
 6.  DIVIDEND
 
 The Board recommended 5% final dividend for the year ended on 31st
 March 2010 subject to approval of Shareholders in the ensuing Annual
 General Meeting.
 
 7.  FIXED DEPOSITS:
 
 During the year your company has not accepted any deposits from the
 public.
 
 8.  SUBSIDIARIES:
 
 The company has set up a Subsidiary unit in Dubai for general trading
 activities where profit margin and bottom-line is good.
 
 9.  DIRECTORS:
 
 In accordance with the provisions of the Companies Act, 1956 and the
 Articles of Association of the Company, Mrs. Yasmin Khan was appointed
 as an Additional Director of the Company, w.e.f 23rd April, 2010.
 Pursuant to Section 260 of the Companies Act, 1956, the Additional
 Director of the Company holds office upto the forthcoming Annual
 General Meeting of the Company; hence members are requested to
 re-appoint her in the forthcoming Annual General Meeting of the
 Company.
 
 Mr. Hemendra Shah has resigned from the office of the director w.e.f.
 23rd April, 2010. Your directors place on record their appreciation for
 the valuable services rendered by him in the capacity of director of
 the Company.
 
 During the year Mr. Venkatrao Karri and Mr. Nilesh Bhaiyya Directors,
 retire by rotation and being eligible has offered themselves for
 re-appointment. The members are requested to re-appoint them in the
 forthcoming Annual General Meeting.
 
 10.  DIRECTORS RESPONSIBILITY STATEMENT:
 
 As required under section 217 (2AA) of the Companies Act, 1956 the
 Board of Directors hereby confirms:
 
 i.  That in the preparation of the Annual Accounts, 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 are
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the company at the end of the financial year and of the
 Profit of the Company for that period.
 
 iii.  That the Directors have taken proper and sufficient care for the
 maintenances of adequate accounting records in accordance with the
 provision of this Act for safeguarding the assets of the Company and
 for preventing and detecting fraud and other irregularities.
 
 iv.  That the Directors have prepared the Annual accounts on a going
 concern basis.
 
 11.  CORPORATE. GOVERNANCE :
 
 Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange,
 a Management Discussion and Analysis , Corporate Governance Report,
 CEO,CFO and Auditors’ Certificate regarding compliance of conditions of
 Corporate Governance are made a part of the Annual Report.
 
 12.  STOCK EXCHANGE REQUIREMENTS:
 
 Being listed at The Bombay Stock Exchange Limited, Mumbai, your company
 has paid listing fees till March, 2011.
 
 13.  AUDITORS:
 
 M/s. B. M. Gattani & Co., Chartered Accountants, Mumbai, Statutory
 Auditors of your company holds office until the conclusion of the
 forthcoming Annual General Meeting and have signified their willingness
 to be re-appointment and have further confirmed that their appointment
 if made shall be within the limits specified under Section 224 (1B) of
 the Companies Act, 1956.
 
 14.  AUDITORS’ REPORT
 
 The notes to Auditors Reports are self explanatory and hence no
 explanation is required from the Board as such.
 
 15.  CONSERVATION OF ENERGY:
 
 Even though, the major activity of your company does not involve high
 consumption of energy, your company is making all efforts to optimize
 usage of energy.
 
 16.  TECHNOLOGY ABSORPTION:
 
 Your Company has not imported any technology, hence no details are
 given.
 
 The company has designed and developed mechanical RC pilling machine
 which will reduce the piling labour cost by 60% with improved quality
 of construction and will help the reduction the in project completion
 time.
 
 17.  PARTICULARS OF EMPLOYEES:
 
 In accordance with the provision of Section 217 of the Companies Act,
 1956, read with the Companies (Particulars of Employees) Amendment
 Rules 1999 as amended up to date, there were no employees during the
 whole or part of the year who were in receipt of remuneration in excess
 of limits as mentioned in the said section and hence no details are
 given as such.
 
 18.  ACKNOWLEDGEMENTS:
 
 Your Directors take this opportunity to place on record, gratitude for
 corporation and support received from their Banker, various departments
 and agencies of Central and State Government and dedication and
 commitment of the staff at all levels, without which the all-round
 growth and prosperity of the Company would not have been possible. Your
 Directors also appreciate the support provided by the several overseas
 and local customers to the Company’s marketing efforts and to the
 esteemed shareholders who have maintained confidence in the Company.
 
 DATE: 31st July, 2010                         BY ORDER OF THE BOARD
 
 PLACE: AKOLA                ASAHI INFRASTRUCTURE & PROJECTS LIMITED
 
                                                                Sd/-
                                                   Prof. L. J. RATHI
                                       (CHAIRMAN & MANAGING DIRECTOR)