The Directors present the 32nd Annual Report and the Audited Accounts
 for the financial year ended 31st March, 2012.
 
 FINANCIAL PERFORMANCE
 
                                        (Rs in Lakhs)
 
 Particulars                   31.3.2012   31.3.2011
 
 Total Revenue                      0.37        2.33
 
 Profit / (Loss) before Tax       (49.41)     (62.32)
 
 Profit / (Loss) after Tax        (49.41)     (62.32)
 
 OPERATIONS :
 
 During the year under review, there were no operations. The recovery
 suit filed by the lead Institution i.e. ICICI Bank Ltd., is still
 pending before the Debt Recovery Tribunal, Mumbai.
 
 Counter claim of Rs. 210 crores filed by the Company against ICICI Bank
 Ltd., in respect of the value of assets as handed over to the Receiver
 appointed by the Hon''ble Mumbai High Court is still pending before Debt
 Recovery Tribunal, Mumbai.  The ICICI Bank Limited filed an Appeal.
 However Debt Recovery Appellate Tribunal, Mumbai has dismissed the said
 appeal of ICICI Bank Limited, and allowed the Company to move its
 counter claim.
 
 Pending decision in the matter of company''s claim on ICICI (Lead Bank)
 amounting to Rs.210 crores, on account of their loss and negligence
 which resulted in a total loss of company''s most valuable assets which
 had a value more than sufficient to meet the claims of all secured
 and/or unsecured creditors. By failing to carry out timely maintenance
 despite reminders from the Court Receiver, High Court, Mumbai and
 others, the financial institutions allowed dissipation and ultimate
 destruction of the two dry docks and other imported & indigenous
 machineries. Therefore, the cost of fixed assets (net of relevant
 revaluation reserve) less depreciation provided till the date of
 disposal and value of inventories aggregating to Rs. 48.81 crores, as
 intimated by DRT Receiver, has been deducted from secured loans. In
 view of above, the management is of the considered opinion that no
 amount whatsoever is due and payable to the Financial Institutions.
 
 Amount due and payable to Financial Institutions i. e. ICICI, IDBI and
 IFCI in terms of loan agreements executed by the Company with them were
 secured by way of first mortgage by deposit of title deeds with the
 lead institution of all immovable properties, both present and future,
 and first charge by way of hypothecation of two Floating Dry Docks of
 14000 M.T. and 2400 M.T. lifting capacity and all the other movable
 assets (save and except book debts) including movable machinery,
 machinery spares, tools and accessories present and future, which have
 since been disposed of by DRT Receiver during the preceding years.
 
 DIVIDEND :
 
 In view of the existing financial status, Board is not in a position to
 recommend any dividend for the financial year 2011-2012.
 
 FIXED DEPOSITS:
 
 Since your Company has not accepted any deposits under Section 58A of
 the Companies Act, 1956 from the public, no information need to be
 furnished in respect of deposits.
 
 DIRECTORS:
 
 Shri N. K. Tulshan, Director is to retire by rotation at the ensuing
 Annual General Meeting and being eligible offers himself for
 re-appointment.
 
 Brief resume of the above retiring Director, nature of his expertise in
 specific functional areas and names of companies in which he holds the
 other directorships, as required by clause 49 of the Listing Agreement
 with the stock exchanges, are given in the section on Corporate
 Governance elsewhere in this Annual Report.
 
 AUDITORS:
 
 M/s. Doogar & Associates, Chartered Accountants, Auditors of the
 Company are retiring at the conclusion of the 32nd Annual General
 Meeting and being eligible, offer themselves for reappointment. The
 Company has received a certificate from the Auditors to the effect that
 their appointment, if made, will be within the prescribed limits.
 
 AUDITORS'' REPORT:
 
 Auditors'' Report annexed to the Balance Sheet and the Profit and Loss
 Account are self-explanatory.  However, the Board discussed the
 qualifications raised by the Auditors in their Reports and noted the
 same along with the explanations provided by the management as annexed
 to this Report.
 
 LISTING OF SECURITIES:
 
 Presently Securities of the Company are listed on the Bombay Stock
 Exchange (BSE).
 
 SHARE TRANSFER SYSTEM:
 
 The Company''s shares are in Demat Form with Central Depository Services
 (India) Ltd.
 
 Company has appointed Beetal Financial & Computer Services (P)
 Limited as its Registrar and Share Transfer Agents. Transfer of shares
 is approved by the Shareholders / Investors Grievance Committee of
 Directors which meets at a regular interval.
 
 PARTICULARS OF EMPLOYEES:
 
 During the year under review, Company has no employee who is in receipt
 of remuneration in excess as provided under Section 217(2A) of the
 Companies Act, 1956, read with the Companies (Particulars of Employees)
 Rules, 1975
 
 CORPORATE GOVERNANCE CLAUSE 49 OF THE LISTING AGREEMENT:
 
 In compliance with Clause 49 of the Listing Agreement with the Stock
 Exchange, a report on Corporate Governance along with certificate
 regarding compliance of Corporate Governance as stipulated under Clause
 49 of the Listing Agreement and Management Discussion and Analysis are
 annexed as a part of Annual Report.
 
 PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
 FOREIGN EXCHANGE EARNINGS & OUT GO:
 
 Information as required by Section 217(1) (e) of the Companies Act,
 1956, read with Companies (Disclosure of Particulars in the Report of
 Board of Directors) Rules, 1988, is set out in the Annexure and forms
 part of this Report.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT :
 
 Pursuant to Section 217 (2AA) of the Companies Act, 1956, it is hereby
 confirmed:-
 
 (i) That in the preparation of the accounts for the financial year
 ended 31st March, 2012 the applicable accounting standards have been
 followed along with proper explanations relating to material departure;
 
 (ii) That the Directors had selected such accounting policies and
 applied them consistently and made judgments and estimates that were
 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 the
 profit and loss of the Company for the year under review;
 
 (iii) That the Directors had 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; and
 
 (iv) That the Directors had prepared the accounts for the financial
 year ended 31st March, 2012 on a going concern basis except to the
 extent as noted in the Auditors'' Report.
 
 ACKNOWLEDGMENT :
 
 Board places on record its deep appreciation for the services of the
 Executives & Staff of the Company.
 
                                      For and on behalf of the Board
 
                                                    Jagdish Chokhani
                                                            Chairman
                                                       DIN- 00304040
 
 Place : New Delhi
 Date  : 30/07/2012