Dear shareholders,
 
 The Directors hereby present the 16th annual report along with the
 audited accounts of your Company for the year ended 30 June, 2012.
 
 FINANCIAL RESULTS
 
 Your Company''s financial performance during the financial year
 2011-2012 is summarized below:-
 
                                                      (Rs. in crore)
 
                                               2011-12        2010-11
 
 Gross sales                                   1148.20       1,291.53
 
 Total income                                  1154.46       1,298.97
 
 Profit before interest, depreciation and
 taxation                                       148.40         269.33
 
 Interest                                       178.65         130.66
 
 Profit/(Loss) before depreciation and taxation (30.25)        138.67
 
 Depreciation                                    35.73          36.99
 
 Net profit/(loss) before taxation              (65.98)        101.68
 
 Taxation                                         6.00          49.63
 
 Net profit/ (loss)                             (71.98)         52.05
 
 Profit brought forward from last year          228.75         191.69
 
 Profit available for appropriations            156.77         243.74 
 
 Appropriations
 
 Transfer to General Reserve                      0.00           7.50
 
 Dividend on equity shares                        0.57*          6.43
 
 Dividend on Preference shares                    0.00          0.005
 
 Corporate dividend tax                           0.09*          1.05
 
 Balance carried to balance sheet               156.11         228.75
 
 Total                                          156.77         243.74
 
 EPS in Rs.                                     (29.00)         22.25
 
 * Dividend paid for the financial year 2010-11on conversion of
 outstanding CCPS into equity shares on 20.10.2011.
 
 DIVIDEND
 
 In view of the losses incurred by the Company, your Directors have not
 recommended any dividend for the financial year ended June 30, 2012.
 
 OPERATIONAL PERFORMANCE
 
 The turnover of the Company at Rs.1148.20 crore has shown a decrease of
 11.1% as compared to Rs. 1291.5 crore for the previous year. The loss
 before tax is Rs. 66.0 crore as compared to a profit of Rs. 101.7 crore
 for the previous year.
 
 The lower turnover and operating margins in an environment of high
 interest costs has put severe pressure on the Company''s profitability.
 Non payments of awarded claims in arbitrations added to the liquidity
 problem and debt servicing ability and increased interest costs
 further.
 
 The Company approached the leading bankers and they have referred their
 total debt to the Company of around Rs. 1111.11 crore for restructuring
 to the Corporate Debt Restructuring (CDR) Cell.
 
 Under the regulatory frame work of the Reserve Bank of India (RBI), the
 CDR forum caters to an official platform for both the creditors and
 borrowers to amicably and collectively evolve policies for working out
 debt restructuring plans. The broad contours of this restructuring
 exercise involves restructuring of debt in terms of extension of
 payback period , deferring certain interests on term loans,
 concessional rate of interest and provision of further need based
 working capital and loans for capex. This debt restructuring will
 provide the Company with breathing space to work on improving
 operational margins and securing a larger order book to improve
 turnover in future years. Apart from focusing on cost cutting measures
 and cost effective execution, the Company will also focus on sale of
 non-core assets to improve its balance sheet position.
 
 Your Directors are pleased to inform that Your Company individually and
 along with other joint venture member has secured the following new
 ordeers during the year ended on June 2012:
 
 - 765 kV S/C Mainpuri-Bara Line with 765 kV/400 kV AIS at Mainpuri
 and Associated Schemes/Works- Contract value 4,300.20 cr.
 
 - Development & Modernization Of Computerized Interstate Checkposts
 On DBOT Basis -Contract value 251.00 cr.
 
 - Four laning of Meerut - Bulandshahar Section of NH-235 in the State
 of Uttar Pradesh under NHDP Phase IV-B-Contract value 496.24 cr.
 
 - Construction of Road Over Bridges (ROBs) & its approches at 4
 Locations in Jaipur and 1 Location in Reengus in the state of
 Rajasthan-Contract value 167.79 cr.
 
 - Construction of Road Over Bridges (ROBs) & its approches at 5
 locations in Alwar, Ajmer, Kishangarh in the state of
 Rajasthan-Contract value 151.08 cr.
 
 - 765KV S/C Transmission Lines from Jabalpur Gantry of Substation of
 PGCIL to Angle Point 62/0, approx 119 Kms of Jabalpur- Bina
 Transmission Line under Transmission Facilities associated with
 Jabalpur Transmission Company Limited.-Contract value 80.47 cr.
 
 The total balance value of works on hand as on June 30, 2012 is Rs.
 4467 cr.
 
 SHARE CAPITAL
 
 During the year under review the Company allotted 20,56,005 equity
 shares upon conversion of 5,00,00,000 Compulsory Covertible Preference
 Shares (CCPS) of face value of Rs. 10/- each issued to IL&FS Trust
 Company Ltd.  (acting as the sole trustee for India Venture Trust on a
 preferential placement basis. These CCPS were converted @Rs. 243.19/-
 per equity shares, which was floor price determined as per the SEBI
 (Issue of Capital and Disclosure Requirements) Regulations, 2009.
 
 SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
 
 During the year following subsidiaries have been promoted by C&C
 Construtions Ltd.:
 
 Name of                              Date of
 Subsidiary                           Incorporation
 
 C&C Tolls Ltd.                       30.08.2011
 
 C&C Western UP Expressway Ltd.       12.10.2011
 
 In terms of General Circular issued by Ministry of Corporate Affairs,
 granting general exemption under section 212(8) for attaching
 subsidiaries'' financial statements, the Board of Directors of the
 Company had consented for not attaching the annual accounts of the
 subsidiaries. The annual accounts of the Subsidiary Companies and other
 related detailed information shall be made available to shareholders of
 the holding & subsidiary companies seeking such information at any
 point of time.
 
 The annual accounts of the subsidiary companies shall also be kept for
 inspection of shareholders in the head office of the holding company.
 
 A statement pursuant to Section 212 (8) of the Companies Act, 1956,
 containing the details of the subsidiaries of the Company forms part of
 the Annual Report.
 
 In accordance with the Accounting Standard AS-21 on Consolidated
 Financial Statements read with Accounting Standard AS-23 on Accounting
 for Investments in associates and Accounting Standard (AS) 27 on
 Financial Reporting of Interest in Joint ventures, the audited
 Consolidated Financial Statements for the financial year ended 30 June,
 2012 form part of the Annual Report and Accounts.
 
 CASH FLOW ANALYSIS
 
 In conformity with the provisions of Clause 32 of the Listing
 Agreement, the cash flow statement for the year ended 30 June, 2012 is
 included in the annual accounts.
 
 DIRECTORS
 
 Mr. Amrit Pal Singh Chadha, Mr. Rajbir Singh, Mr. Charanbir Singh Sethi
 and Mr. Sanjay Gupta retire by rotation at the ensuing Annual General
 Meeting and being eligible, offer themselves for re-appointment.
 
 Mr. Ashwini Kumar Sharma has been appointed as Alternate Director to
 Mr. Arun Kumar Purwar on 28.08.2012
 
 AUDITORS AND AUDITORS'' REPORT
 
 M/s ASG & Associates, Chartered Accountants, New Delhi, the statutory
 Auditors of the Company are retiring at the ensuing General Meeting and
 being eligible, offer themselves for reappointment.
 
 The Notes on Accounts referred to in the Auditors'' Report are self
 explanatory and therefore do not call for any further comments.
 
 DEPOSITS
 
 During the year, the Company did not accept any public deposits.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
 AND OUTGO
 
 The Company''s core activity is civil construction, which is not power
 intensive. However, your Company takes every effort to conserve the
 usage of power at its sites and offices. Details regarding, foreign
 exchange earnings and outgo are furnished herein below, pursuant to the
 provisions of the Companies Act, 1956, read with the Companies
 (Disclosure of particulars to the Report of Board of Directors) Rules,
 1988.
 
 FOREIGN EXCHANGE EARNINGS AND OUTGO THE DETAILS OF FOREIGN EXCHANGE
 EARNINGS:
 
 Name of                     2011-12            2010-11
 Subsidiary                  (Rs.)              (Rs.) 
 
 Oversfhas projects        475,982,308       1,126,721,918 
 and others
 
 THE DETAILS OF FOREIGN EXCHANGE OUTGO:
 
 Name of                    2011-12         2010-11 
 Subsidiary                  (Rs.)          (Rs.) 
 
 Ov-ehas projects       409,934,487      931,662,860
 and others
 
 Travelling               3,966,123        4,295,609
 Consultancy and others
 
                        413,900,610      935,958,469
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 A separate report on the Management discussion and analysis, pursuant
 to Clause 49 of the Listing Agreement, forms a part of this annual
 report. Please refer to the same for a comprehensive understanding of
 the prospects of the infrastructural segments and industries catered to
 by your Company.
 
 CORPORATE GOVERNANCE
 
 In pursuance of Clause 49 of the Listing Agreement entered into with
 the stock exchanges, a separate section on Corporate Governance has
 been incorporated in the annual report for the information of the
 shareholders. A certificate from the Auditors of the Company regarding
 compliance of the conditions of Corporate Governance as stipulated
 under the said Clause 49 also forms a part of this annual report.
 
 CORPORATE SOCIAL RESPONSIBILITY
 
 An essential component to your Company''s corporate social
 responsibility is to care for the community. Your Company endeavours to
 make a positive contribution towards social causes by supporting a wide
 range of socio-economic and educational initiatives, and is committed
 to address important societal needs through philanthropic outreach
 programmes.
 
 PARTICULARS OF EMPLOYEES
 
 Particulars of employees pursuant to the provisions of Section 217(2A)
 of the Companies Act, 1956, read with Companies (Particulars of
 Employees) Rules 1975, is enclosed as Annexure ''A'' to the this report.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to the provision of Section 217 (2AA) of the Companies Act,
 1956, your Directors confirm that:
 
 - In the preparation of the annual accounts for the year ended 30
 June, 2012, the applicable accounting standards have been followed
 along with proper explanations relating to material departures.
 
 - We 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 30 June 2012 and of the profit for the year ended on
 that date.
 
 - We 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.
 
 - The accounts for the year ended June 30, 2012 have been prepared on
 a going-concern basis.
 
 ACKNOWLEDGEMENTS
 
 Your Directors wish to place on record their sincere appreciation and
 thanks for the valuable cooperation and support received from the
 employees of the Company at all levels, the Company''s bankers,
 financial institutions, Central and State Government authorities, JV
 partners, clients, consultants, suppliers and members of the Company
 and look forward for the same in greater measure in the coming years.
 
 By order of the Board
 
 Chairman
 
 Date: 09.11.2012
 
 Place: Gurgaon