Dear Members,
 
 The directors are pleased to present their 16th Annual Report, to the
 members, on the business and operations of BSEL Infrastructure Realty
 Limited (hereafter referred to as ''BSEL'') together with the Audited
 Abridged financial statements i.e. Abridged Balance Sheet, Abridged
 Profit & Loss Account, (hereafter referred to as financial statements,
 Balance Sheet, Profit and Loss account), notes thereto and reports
 thereon, for the financial year ended 31st March 2011.
 
 FINANCIAL HIGHLIGHTS OF BSEL INFRASTRUCTURE REALTY LTD.
 
                                                       (Rs. In lacs) 
 
 Particulars                         Consolidated          Standalone
 
 Year ended March 31                2011       2010      2011     2010
 
 Total Income                     244.22   3,289.96    145.16   267,77
 
 Total Expenditure (including 
 adjustments)                    (749.30) (2,814.16)  (362.20) (475.82)
 
 Profit/(Loss) before Tax and 
 Extra-ordinary Items            (505.08)    475.80   (217.04) (208.05)
 
 Extra Ordinary Items                NIL    (379.90)      NIL  (296.89)
 
 Profit/(Loss) before Tax        (505.08)     95.90   (217.04) (504.94)
 
 Provision for deferred tax       (37.29)     (9.03)   (37.29)   (9.03)
 
 Profit/(Loss) After Tax-
 Transferred to Balance Sheet    (542.37)     86.87   (254.33) (513.97)
 
 Review of Operations
 
 Stand alone income for the year under review is Rs. 145.16 lacs and the
 stand alone net loss is 7 254.33 lacs. Company was able to minimize its
 loss as compared to the last year''s standalone loss. The company had to
 suffer with a consolidated loss of 7 542.37 lacs due to its cautious
 approach with intention to maintain its liquidity position intact.
 
 Dividend
 
 The Loss occurred in the year compelled the Directors of the Company to
 not declare any dividend for the Financial year ended on March 31,2011.
 
 Share capital
 
 The share capital of the Company remained unchanged during the year
 under review. The total paid up Equity Share Capital of the Company is
 comprised of 82,616,840 Equity Shares of Rs. 10/- each.
 
 Global Depository Receipts
 
 During this financial year 1,274,473 GDRs have been converted into
 shares. 183,647 GDRs have not been converted till date.
 
 Quality assurance
 
 Your Company is an ISO 9001:2008 Company. The Company firmly believes 
 In the pursuits of excellence in this ever growing infrastructure and
 realty sector. Our focus has been on providing consistently quality
 products and services to our clients. We have maintained ISO 9001
 status since 2003.
 
 Subsidiaries
 
 Ministry of Corporate Affairs (MCA) issued General Circular No. 2/2011
 vide letter no. 51/12/2007-CL-lll dated February 8,2011, through which
 it granted a General Exemption to companies from attaching
 Directors’ Report, Balance Sheet and Profits Loss Account of
 subsidiaries to its Balance Sheet. The Conditions prescribed by the MCA,
 for availing exemption under this circular, have been fulfilled by your
 Company.
 
 BSEL is having three Wholly Owned Subsidiaries including step down
 subsidiaries named (I) BSEL Infrastructure Realty FZE (II) BSEL
 Infrastructure Realty Sdn. Bhd. and (III) BSEL Waterfront Sdn. Bhd.
 Balance Sheets, Profit & Loss accounts, Reports of the Directors and
 Auditors will be made available upon request by any member on
 application and will also be kept for inspection at the registered
 office of your Company. The financial data of the subsidiaries has been
 furnished alongwith the statement pursuant to section 212 of the
 Companies Act, 1956 forming part of the annual report. Also, pursuant
 to accounting standard (AS-21) issued by the Institute of Chartered
 Accountants of India and listing agreement, your Company has presented
 the consolidated financial statements which include the financial
 information relating to its subsidiaries and form part of the annual
 report.
 
 Depository systems
 
 The Company continues with its arrangement with National Securities
 Depository Limited (NSDL) and Central Depository Services (India)
 Limited (CDSL) for dematerialization of securities in accordance with
 the provisions of the Depositories Act, 1995. With this, the members
 have an option / discretion to hold demated shares with NSDL and / or
 CDSL.
 
 Directors
 
 Mr. Dharmendra Raichura is reappointed as the Managing Director of the
 Company in the meeting of Board of Directors held on June 30,2011 for
 the period of one year with effect from June 30,2011 to June
 29,2012.The reappointment is subject to the approval of Members of the
 Company in ensuing Annual General Meeting.
 
 Mr. Hitesh Vora, Non - Executive and Independent Director, retires at
 this annual general meeting by rotation and being eligible offers
 himself for reappointment.The board recommends the reappointment of Mr.
 Hitesh Vora as a Non-Executive and Independent Director of the Company.
 
 The Board, in its meeting held on June 16, 2011, appointed Mr.Vijay
 Chauhan as an Additional Executive Director. His appointment is subject
 to the approval of Members of the Company in ensuing Annual General
 Meeting. Profile of Mr.Vijay Chauhan is given in explanatory statement
 forming part of notice of AGM for reference of Member.
 
 Mr. Abbas Lakdawalla, Non-executive Independent Director, due to
 personal reasons, has resigned from the office of Director of BSEL as
 on 14th February, 2011.The reporting formalities in this respect have
 been complied with.
 
 Directors'' responsibility statement
 
 As required under section 217 (2AA) of the Companies Act, 1956, your
 directors confirm that:-
 
 1.  In the preparation of the Annual Accounts for the financial year 31
 March 2011, the applicable accounting standards have been followed.
 
 2.  The directors have selected such accounting policies and applied
 them consistently and made judgements and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company as on 31 March 2011 and of the Profit & Loss of the
 Company for the year ended 31 March 2011.
 
 3.  The directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities.
 
 4.  The directors have prepared the annual accounts for the year under
 review on a going concern basis.
 
 Corporate governance
 
 A detailed report on corporate governance is forming part of this
 annual report. Certificate of the statutory auditors of the Company
 regarding compliance with the provisions of corporate governance as
 stipulated in clause 49 of the listing agreement is also provided in
 the corporate governance report.
 
 Management Discussion and Analysis
 
 During the year under consideration, BSEL has suffered a loss. But the
 Company was able to reduce the loss in Indian functions, as compared to
 the loss occurred in the last financial year.
 
 In projects across India, the Hotel and Hospitality project - Narmada
 Nihar at Kevadia, Gujarat has been able to attend break even in the
 year under review. BSEL is looking out for the feasible and profitable
 projects to invest in Infrastructure and real estate sector.
 
 In UAE, real estate industry of the entire country has sunk and we have
 been affected very badly. The company is still struggling to come out
 of the aftershocks of collapse in real estate industry of the country.
 
 BSEL, a zero debt company, has been able to maintain its liquidity
 throughout the year.
 
 Deposits
 
 The Company has not invited or accepted from public or its employees
 any deposits in terms of provisions of section 58A of the Companies
 Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975
 and therefore no amount of principle or interest was outstanding to be
 paid as of the balance sheet date.
 
 Auditors
 
 M/s Raju & Prasad, Chartered Accountants, Mumbai, who hold the office
 of the Statutory Auditors of the Company, retire at the conclusion of
 the Annual General Meeting and are eligible for reappointment. The
 Company has received a letter from them consenting to act as Statutory
 Auditors if appointed and that their appointment will be in terms with
 section 224 (1) (b) of the Companies Act, 1956.The audit committee has
 recommended their appointment for the office of Statutory Auditors of
 the Company. The necessary resolution is being placed before the
 shareholders for approval.
 
 Comments on Auditor''s Report
 
 With reference to the comments given by the auditors on the auditors
 report on accounts of the Company, the management''s explanations have
 been suitably made in the notes to accounts of the balance sheet and
 profit and loss account and are self explanatory.
 
 Particulars of employees
 
 As required by the provisions of section 217 (2A) of the Companies Act,
 1956, read with the Companies (Particulars of Employees) Rules, 1975,
 no employee is drawing remuneration at or above the limits mentioned
 therein.
 
 Conservation of energy, research & development, technology absorption,
 foreign exchange earnings and outgo
 
 Disclosure under section 217(1)(e) of the Companies Act, 1956, read
 with the Companies (Disclosure of Particulars in the Report of the
 Board of Directors) Rule, 1988 are as follows:
 
 Conservation of Energy:
 
 The operations of the Company are not energy intensive. Adequate
 measures, have, however been taken to conserve and reduce the energy
 consumption.
 
 Technology absorption:
 
 No technology has been developed and / or imported by way of foreign
 collaboration.
 
 Foreign exchange earnings and outgo:
 
 There were no foreign exchange earnings or outgo during the year under
 review.
 
 Forward Looking Statement
 
 Statements which are based on and describe about management''s
 expectations, estimates, projections, objectives, intentions and
 assumptions are forward looking statements. Words such as expects,
 anticipates,  plans, believes, scheduled, estimates and
 variations of these words and similar expressions are intended to
 identify forward-looking statements, which include but are not limited
 to projections of revenues, earnings, segment performance, cash flows.
 Forward-looking statements are made pursuant to the Companies Act,
 1956, securities laws and all other applicable acts, statues, rules and
 regulations as amended from time to time. These statements are not
 guarantees of future performance and involve certain risks and
 uncertainties, which are difficult to predict. Therefore, actual future
 results and trends may differ materially from what was forecasted in
 forward-looking statements, expressed or implied.
 
 All forward-looking statements speak only as of the date of this report
 or, in the case of any document incorporated by reference, the date of
 that document. All subsequent written and oral forward-looking
 statements attributable to the Company or any person acting on the
 Company''s behalf are qualified by the cautionary statements in this
 section. The Company does not undertake any obligation to update or
 publicly release any revisions to forward-looking statements to reflect
 events, circumstances or changes in expectations after the date of this
 report.
 
 Acknowledgment
 
 The directors sincerely appreciate the contributions made by all
 employees and business associates who have supported the company to
 stand firmly in the critical and challenging situations of emerged out
 of economic crisis. The directors are also thankful for the
 co-operation, support and assistance received from banks, investors,
 customers, central and state government departments, local authorities,
 vendors, strategic alliance partners and all other associated with the
 activities of the Company. The directors would also like to acknowledge
 the continued support of the Company''s shareholders.
 
                                       For and on behalf of the Board
 
                                                                 Sd/-
 
 Place: Navi Mumbai                                    Kirit Kanakiya
 
 Date: 11.08.2011                                            Chairman