Dear Members,
 
 The Directors present their Twentieth Annual Report together with the
 Audited Statement of Accounts for the year ended 31st March 2011.
 
 Financial Highlights
 
                                                          (Rs. in Lacs)
 
 Particulars                  Standalone             Consolidated
                      Year ended    Year ended  Year ended   Year ended
                      31.03.2011    31.03.2010  31.03.2011   31.03.2009
 
 Income for the year      26,723         5,460      38,263       13,328
 
 Profit before 
 Interest, 
 Depreciation and Tax     13,717         4,420      19,148        4,674
 
 Finance Charges             475         2,403       1,281        1,868
 
 Profit before 
 Depreciation 
 and Taxes                13,242         2,017      17,867        2,806
 
 Depreciation                 39            42         597          561
 
 Provisions for 
 Taxation/ 
 Deferred Tax              (340)         (509)         709        (820)
 
 Prior Period 
 Items / Extra 
 Ordinary Items              -           (109)        (41)        (157)
 
 Minority Interest           -             -          (50)         (56)
 
 Net Profit for 
 the Current Year         12,863         1,357      16,571        1,211
 
 Earlier Years 
 Balance Brought 
 forward                     803           386         163          117
 
 Net Profit 
 available for 
 Appropriation            13,665         1,743      16,734        1,327
 Appropriation:
 
 Proposed 
 dividend on 
 Equity Shares             (605)         (418)       (605)         (418)
 
 Proposed dividend 
 on Preference 
 Shares                     (98)          (98)        (98)          (98)
 
 Dividend on 
 Equity Shares               -            (33)          -           (33)
 
 Dividend 
 Distribution Tax          (114)          (91)       (114)          (91)
 
 Transfer to 
 General Reserves        (2,000)         (300)     (2,000)         (300)
 
 Due to Merger Effect        -              -           -          (224)
 
 Balance carried 
 to Balance Sheet         10,848           803      13,917          163
 
 DIVIDEND
 
 Your Directors are glad to recommend dividend @ 8% on the Preference
 Share Capital (i.e. Rs. 0.80 per Preference Share ofRs. 10/- each) and @
 30% on the Equity Share Capital (i.e. Rs. 0.30 per Equity Share of Rs. 1/-
 each) of the Company.
 
 OPERATIONS
 
 During the year under review, your Company recorded a total income ofRs.
 38,263 Lacs (Consolidated) and Net Proft ofRs. 16,571 Lacs
 (Consolidated). For further information, kindly refer to Management
 Discussion and Analysis Report, forming part of this Annual report.
 
 SUBSIDIARy COMPANIES
 
 The Ministry of Corporate Affairs has vide General Circular No. 2/2011
 dated February 8, 2011 granted general exemption from attaching the
 accounts and fnancial statements of subsidiary Companies as provided
 under Section 212 (8) of the Companies Act, 1956, provided conditions
 specifed in the said circular are fulflled. The Company has complied
 with all the conditions mentioned in the above circular.  Therefore,
 Annual Accounts of subsidiaries of the Company have not been annexed to
 this report. However, the same are open for the inspection at the
 Registered as well as Corporate Offce of the Company. Any member
 desirous of obtaining the same may request the Company in writing.
 
 GROUP FOR INTER SE TRANSFER OF SHARES
 
 As required under Clause 3(1)(e)(i) of the Securities & Exchange Board
 of India(Substantial Acquisition of Shares and Takeovers)
 Regulations,1997 (Takeover Regulations), persons constituting group
 (within the meaning of group defned in Monopolies and Restrictive Trade
 Practices Act, 1969) for the purpose of claiming exemption from
 applicability of the provisions of Regulations 10 and 12 of the
 Takeover Regulations, are given in Annexure A to this Report.
 
 CORPORATE GOVERNANCE REPORT
 
 Pursuant to Clause 49 of the Listing Agreement, the Management
 Discussion & Analysis Report and Corporate Governance Report together
 with Certifcate from Practising Company Secretary, on compliance with
 the conditions of Corporate Governance as laid down, forms part of this
 Annual Report.
 
 PARTICULARS OF EMPLOyEES
 
 There are no employees in the Company drawing remuneration above the
 limit specifed in terms of provisions of Section 217 (2A) of the
 Companies Act, 1956, read with the Companies (Particulars of Employees)
 Rules, 1975 during the year.
 
 PARTICULARS REGARDING CONSERVATION OF ENERGy, TECHNOLOGy ABSORPTION AND
 FOREIGN EXCHANGE
 
 The particulars as required under Companies (Disclosure of Particulars
 in the Report of the Board of Directors) Rules, 1988 are not applicable
 to the Company. Hence detail are not provided.
 
 During the year, the foreign exchange outgo was Rs. 1619.76 Lacs (Last
 Year 37.45 Lacs) the foreign exchange earned was Rs. Nil (Last Year Nil)
 
 DIRECTORS
 
 The Board of Directors of the Company have appointed Mr. Rakesh
 Jhunjhunwala as an Additional Director of the Company with effect from
 29th October, 2010 in accordance with Section 260 of the Companies Act,
 1956 and Articles of Association of the Company. Mr. Rakesh
 Jhunjhunwala hold offce as an Additional Director of the Company upto
 the date of the ensuing Annual General Meeting.
 
 At the ensuing Annual General Meeting Mr. Sudarshan Bajoria, Mr. Mahesh
 Gupta and Lt. Gen. (Retd.) Noble Thamburaj, Directors will retire by
 rotation and being eligible, offer themselves for re-appointment, in
 terms of provisions of Articles of Association of the Company.
 
 The brief resume/details relating to Directors, who are proposed to be
 appointed/ re-appointed are furnished as an Annexure to the notice of
 the ensuing Annual General Meeting.
 
 Your Directors recommend their appointment/reappointment at the ensuing
 Annual General Meeting.
 
 ISSUE OF EQUITy SHARES AND CONVERTIBLE WARRANTS By WAy OF PREFERENTIAL
 ALLOTMENT
 
 During the year, on 29th October, 2010 the Company has allotted
 3,46,47,059 fully paid-up Equity Shares and 2,13,30,000 Warrants of Rs.
 1/- each, at a price ofRs. 51/- per Equity Share/per Warrant (including a
 premium of Rs. 50/- per Equity Share/Warrant) by way of Preferential
 Allotment to various subscribers approved by the Members of the Company
 at an Extra ordinary General Meeting of the Members of the Company held
 on 16th October, 2010.
 
 DIRECTORS'' RESPONSIBILITy STATEMENT
 
 Pursuant to the requirement under Section 217(2AA) of the Companies
 Act, 1956, with respect to Directors'' Responsibility Statement, the
 Directors confrm that:
 
 1.  in the preparation of the annual accounts for the fnancial year
 ended March 31, 2011, the applicable accounting standards have been
 followed alongwith proper explanation relating to material departures;
 
 2.  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
 as at 31st March, 2011 and of the proft of the Company for the year
 under review;
 
 3.  the Directors have taken proper and suffcient 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 accounts for the fnancial year
 ended 31st March, 2011 on ‘going concern'' basis.
 
 EMPLOyEE STOCK OPTION SCHEME
 
 The Company implemented the Employee Stock Option Scheme (Scheme) in
 accordance with the Security and Exchange Board of India (Employee
 Stock Option Scheme and Employee Stock Purchase Scheme) Guideline, 1999
 (the SEBI Guideline). The Compensation Committee constituted in
 accordance with the SEBI Guideline, administers and monitors the
 Scheme.
 
 Information in terms of Clause 12 of the SEBI Guidelines is at Annexure
 B to this report.
 
 FIXED DEPOSITS
 
 During the year under review, the Company has not accepted any fxed
 deposits from the public.
 
 AUDITORS
 
 The Board of Directors recommends to re-appoint M/s. Haribhakti & Co.,
 Chartered Accountants and M/s.  Amit Desai & Co., Chartered Accountant
 as Joint Statutory Auditors of the Company who retire at the conclusion
 of forthcoming Annual General Meeting and are eligible for
 re-appoinment. M/s. Haribhakti & Co. and M/s. Amit Desai & Co. have
 given their consent to act as Joint Statutory Auditors, if
 re-appointed.  Members are requested to consider their re-appointment .
 The Auditors comments on the Company''s accounts for the year ended on
 31st March, 2011 are self explanatory in nature and do not require any
 explanation as per the provisions of Section 217(3) of the Companies
 Act, 1956.
 
 ACKNOWLEDGEMENTS
 
 Your Directors express their sincere appreciation of the co-operation
 received from shareholders, bankers and other business constituents
 during the year under review. Your Directors also wish to place on
 record their deep sense of appreciation for the commitment displayed by
 all executives, offcers and staff, resulting in the successful
 performance of the Company during the year.
 
                             For and on behalf of the Board of Directors
 
                                                    Jaydev Mody Chairman
 
 Mumbai, 27th July, 2011
 
 Regd. Office:
 
 G-4, Clover Classic,
 Ground Floor, North Main Road,
 Koregaon Park, Pune - 411 001,
 Maharashtra.