The Directors are pleased to present the 85th Annual Report together
 with the Audited Accounts for the year ended March 31, 2011.
 
 2.  Financial Highlights
 
 Particulars                     Year ended               Year ended
                                 March 31, 2011           March 31, 2010
                                 Rs. Crore                Rs. Crore
 
 Turnover                          4143.97                  3862.97
 
 Profit before Interest, 
 Depreciation and Tax               554.26                   440.89
 
 Less: Interest         289.90                  205.15
 
 Depreciation           152.69      442.59      113.90       319.05
 
 Profit before Tax                  111.67                   121.84
 
 Less: Provision for 
 Current Tax             24.40                   20.96
 
 Provision for 
 Deferred Tax            40.45                   40.15
 
 MAT Credit 
 Entitlement           (24.18)      40.67      (20.71)       40.40
 
 Profit after Tax                   71.00                    81.44
 
 Add: Balance brought 
 forward from last 
 year                              319.62                   279.90
 
 Transferred from 
 Debenture Redemption 
 Reserve                             4.16                     5.41
 
 Amount available for 
 Appropriation                     394.78                   366.75
 
 Less: Appropriations
 
 Proposed Dividend       24.26                   24.26
 
 Tax on Proposed 
 Dividend                 3.94                    4.12
 
 Debenture Redemption 
 Reserve                  8.75                    8.75
 
 Transfer to General 
 Reserve                 10.00      46.95        10.00      47.13
 
 Balance carried to 
 Balance Sheet                     347.83                  319.62
 
 3.  Dividend
 
 Your Directors are pleased to recommend a dividend of Rs. 0.40 per
 Equity Share of Rs. 1/- each for the financial year ended March 31,
 2011 on the enhanced Share Capital of the Company (post Bonus Issue of
 Equity Shares in the ratio 1:1) aggregating to Rs. 24.26 crore thereby
 maintaining the dividend payout at the previous years level. (Previous
 year Rs. 0.80 per Equity Share of Rs. 1/- each).
 
 Equity Shares that may be allotted by the Company before the Book
 Closure will rank pari passu with the existing Shares and be entitled
 to receive dividend.
 
 4.  Operations
 
 The turnover of the Company at Rs. 4,143.97 crore has shown an increase
 of 7.27% as compared to Rs. 3,862.97 crore in the previous year. The
 profit before tax is ` 111.67 crore as compared to Rs. 121.84 crore for
 the previous year.
 
 Your Directors are pleased to inform that during the year under report,
 the Company has secured the following major contracts.
 
 - Rajasthan Atomic Power Project – Unit 7 & 8, 2 x 700 MW, Rajasthan
 Contract Value: Rs. 888 crore
 
 - Mumbai Metro – Versova Andheri Ghatkopar Corridor Contract Value: Rs.
 145 crore
 
 - Sainj Hydro Electric Project, 100 MW, Himachal Pradesh Contract
 Value: Rs. 431 crore
 
 - Aditya Aluminium project, Orissa Contract Value: Rs. 451 crore
 
 - Single Line Tunnel No.12 between Jiribam and Tupul, Assam Contract
 Value: Rs. 313 crore
 
 - Alaknanda HEP 3 x 100 MW, Uttarakhand Contract Value: Rs. 660 crore
 
 - Kachchh Branch Canal, Gujarat Contract Value: Rs. 345 crore
 
 - Muzaffarpur Thermal power plant, 2 x 195 MW, Bihar Contract Value:
 Rs. 232 crore
 
 The total balance value of works on hand as on March 31, 2011 is Rs.
 18,127 crore including Companys share in integrated joint venture
 projects and Sawalkot project.
 
 Decisions are awaited from various clients for tenders submitted by the
 Company (directly or in JV) for 32 projects amounting to about Rs.
 24,040 crore. Tenders for various packages for 31 projects worth about
 Rs. 27,710 crore are expected to be submitted in the near future. The
 Company has also submitted prequalification bids for 14 projects worth
 over Rs. 24,480 crore, which are currently under evaluation.  The
 company is confident of securing a sizeable share of these new
 projects.
 
 Operations of Subsidiaries
 
 (i) Lavasa Corporation Ltd. - Integrated Urban Development & Management
 
 a) Operations
 
 Lavasa is a planned hill city being developed by Lavasa Corporation
 Ltd., a subsidiary company.  Located in the Western region of India the
 city is an hours drive away from Pune and three hours drive from
 Mumbai. It is one fifth the size of Greater Mumbai Municipal limits.
 
 The master plan of Lavasa is developed by internationally renowned
 design consultant HOK, USA. The master plan, recipient of many
 international awards, is based on the principles of New Urbanism that
 brings together all the components essential to daily life in a more
 organized manner. Lavasa has many pioneering initiatives to its credit
 - technology leadership, e-Governance, city developed using
 Geographical Information System (GIS), etc.
 
 Lavasa is planned for a permanent population of around 3 lakh residents
 and a tourist inflow that is envisaged at 20 lakh per annum. It aims to
 provide a perfect work-life balance with an unique combination of
 technology and infrastructure advancements. The city will have a 365
 day economy with a host of non polluting industries being the main
 economic driver; these include R&D and training centres, IT and biotech
 industry, KPOs and those related to art, fashion and animation.
 
 On the hospitality front, the hospitality units which are already
 operational are: Lavasa International Convention Centre managed by
 ACCOR, Mercure Lavasa, Fortune Select Dasve, Ekaant – The Retreat,
 Dasvino Town and Country Club, Waterfront Shaw Serviced Apartments.
 Other than this, Radisson, ITC Luxury Collection, Choice Hotel, J.Vohra
 Hospitality, Novotel by Accor, Pullamn by Accor, Hilton, Ramada,
 Oakwood, Two Langham properties, Holiday Inn, Days Inn Hotel are
 already tied up and many more are to follow in quick succession giving
 Lavasa a new hotel property every 6 months.
 
 An equal amount of progress has been made in the education space where
 the Ecole Hotelier Lavasa has commissioned its second batch & Christel
 House Lavasa is already operational. Le Mont by Educomp-an IB school is
 also starting their 1st batch from July 2011.
 
 Other than this, Ryan International for performing arts, Birla Edutech
 by Yash Birla for an IB school, Gems International an IB school,
 Management Institute by Bodhi Education, Euro Kids with a primary and
 pre-primary school, The Institute of International Business Relations
 Germany, NSHM Knowledge Campus of Kolkata, Symbiosis of Pune and Christ
 University of Bangalore are also tied up for setting up their Campuses.
 
 Professional and Executive Education has also taken off in Lavasa in a
 big way with Car Design Workshop by Chris Bangle (Scuola Politecnica di
 Design) the world renowned school of design and communication based in
 Milan, Security Awareness Workshop by Max Security (Israeli Security
 experts) and Massachusetts Institute of Technology who have conducted
 their pilot program based on Airport and Airline Systems, Planning and
 Management. This has prepared a platform for them to conduct similar
 programmes at Lavasa in the future.
 
 On the retail front, American Diner, Granmas Bakery, Brewberrys Café
 ,Memories, Baskin & Robbins Kiosk, Tabakh, Oriental Octopus, Amul
 Dairy, Chor Bizarre , Subway, Hungry hippo, Krazy Koala Kiosk, Twisted
 Turkey Kiosk, Fruity bat, Pizzavala, Natural Ice Cream, Bizarre
 Baracuda, Design & Build Store – Home Town are already operational.
 
 On the tourism front, X-Thrill adventure academy, Water Sports, Noes
 park (games Arcade), Nature trail, Train on wheels, Kids play Area,
 movies, parks & gardens are already operational. Other than this, Space
 theme park (edutainment), MGM Hollywood based theme park, Tennis
 Australia, Manchester City Football Club are also already tied up.
 
 Events continued to be a key focal point and the year saw a multitude
 of events that increased the salience of the brand and helped engage
 with the consumer on-ground. These included Rock and Hills music
 festival, Wildlife Week celebrations, Lavasa Utsav, Literature Live,
 Lavasa Mifta Awards, Lavasa Womens Car Drive, and sponsorship of
 Pantaloons Femina Miss India along with events like the New Year
 celebrations and Italian food festival. The 3rd Lavasa Womens Car
 Drive was held for the first time both from
 
 Mumbai and Pune. Over 750,000 women from 78 odd countries voted for the
 2011 participants making it Indias largest Womens Car Drive which
 found a place in Limca book of records as well.
 
 Lavasa has collaborated with technology leaders like Wipro Limited and
 Cisco Systems to plan, implement and manage Information and
 Communication Technology (ICT) services across Lavasa Hill City. The
 strategic partnership is intended to focus on providing integrated and
 effective solutions for enhancing technology leadership within the hill
 city. The Company founded as a result of this venture is named as My
 City Technology Limited. This venture is currently deploying a
 futuristic telecom network infrastructure to offer its residents and
 visitors a life changing technology experience.
 
 Lavasa now has a new post office, police station, a public safety
 centre, a hospital managed by Apollo, banks (Union bank of India, State
 bank of India), a petrol station, pharmacy, STP, WTP, rental housing,
 an arcade and transit system. In the months ahead it will open grocery
 and additional retail shops. The citys drinking water is fit for
 consumption straight from the tap without the need for filtration; its
 sewerage is treated to almost drinking water standards before being
 reused for irrigation and other non-potable purposes; its power
 distribution grid is nearly 99% reliable and the young city is already
 on the cutting edge of urban environmental sustainability initiatives.
 The Company plans to have its e-Governance portal and a citizen call
 centre to maintain its focus on the needs of residents and visitors,
 and it has already opened parks and play areas to the public.
 
 Lavasa continued its focus on branding and communication activities
 through 2010-11.
 
 A thought leadership platform – Lavasa Future Cities was launched in
 association with the Times of India group. The key objective was to
 trigger a thought process amongst public as well as key decision makers
 on the need for new urban centres for the rapidly growing urban Indian
 population. A television series Urban Longings was aired to highlight
 the need for planned new cities. The 6 episode TV series had eminent
 personalities like Mr. Narayan Murthy, Dr. Abad Ahmed, Ms. Kiran Bedi,
 Mr. Arun Shourie, sharing their vision for building, managing and
 governing future cities. The article series by the same name Urban
 Longings was published in Times of India & Maharashtra Times and had
 prominent personalities like Dr. APJ Abdul Kalam, and 13 others,
 echoing their idea of a future
 
 city. In the quest for making Indian cities more liveable and creating
 better future cities, a City Planning and Governance Summit was also
 organized.
 
 During the year, Lavasa Corporation Ltd. has registered an impressive
 performance with a turnover of Rs. 540.96 crores as compared to Rs.
 481.56 crores in the previous year. The profit before tax is at Rs.
 163.39 crores as compared to Rs. 209.46 crores in the previous year.
 
 b) Status on Ministry of Environment and Forests Issue
 
 On November 25, 2010, Ministry of Environment & Forests (MoEF),
 Government of India issued show cause notice under Section 5 of the
 Environment Protection Act, 1986 to Lavasa Corporation Limited (LCL)
 alleging violations of the Environmental Impact Assessment
 notifications of 1994 as amended in 2004 and superseded in 2006 (EIA
 Notifications). The said notice directed LCL to show cause within 15
 days of the receipt of the said notice as to why the alleged
 unauthorized structures at Lavasa site be not removed in entirety and
 pending the decision on show cause notice by MoEF, it directed LCL to
 maintain status-quo ante for construction and/or development.
 
 Upon receipt of the said show cause notice, LCL immediately replied to
 MoEF in respect of the said show cause notice and then filed a Writ
 Petition against the impugned show cause notice in the Bombay High
 Court seeking prayer, inter alia, quashing of the said show cause
 notice, stay on status quo pending the decision on the Writ Petition.
 The Honble High Court vide its order dated December 7, 2010 has
 admitted the Writ Petition filed by LCL. The Counsel for MoEF made a
 statement that the words status quo ante in the MoEFs show cause
 notice dated November 25, 2010 may be read as status quo, as the word
 ante is a mistake. The Honble Court also directed MoEF to give
 hearing to LCL.  Further, vide its order dated December 22, 2010, the
 Honble Court while issuing the Rule directed MoEF to give hearing to
 LCL and also directed MoEF and Central and/or State level Environment
 Impact Assessment Authority to visit LCLs project at Lavasa and
 inspect it thoroughly for at least three days to undertake the survey /
 inspection and pass an order by January 10, 2011. In the same order
 dated December 22, 2010, the Honble High Court has clubbed together 4
 public interest litigations filed against LCL (other PILs) inter alia
 in respect of lease of land by Maharashtra Krishna Valley Development
 Corporation to LCL,
 
 alleged violations by LCL of the Maharashtra Agricultural (Ceiling on
 Holdings) Act, 1961 and the Environment Protection Act, 1986.
 
 The members of MoEF committee along with officials of Government of
 Maharashtra visited Lavasa site on 5th, 6th and 7th of January, 2011.
 
 Vide its order dated January 1 7, 2011, MoEF has observed that LCL is
 in violation of EIA Notifications and the construction activity
 undertaken thereon is unauthorized, in violation of the above
 notifications and is environmentally damaging. However, taking into
 account the submissions made by LCL, employment generated, investments
 already made and third party rights already accrued, MoEF stated that
 it is prepared to consider the project on merits with various terms and
 conditions including (i) payment of substantial penalty (ii) creation
 of Environmental Restoration Fund (ERF) by LCL and (iii) imposition
 of stringent terms and conditions to ensure no further environmental
 degradation takes place and degradation that has occurred would be
 rectified within a time bound schedule. Further, under the said order,
 the MoEF had directed LCL that in view of the alleged violations of EIA
 Notifications and the unauthorized construction activity undertaken and
 the occurrence of environment degradation, the order of status quo be
 continued and reiterated that no construction activity be undertaken.
 
 On January 24, 2011, LCL filed another Writ Petition being No. 811 of
 2011 in Bombay High Court challenging the aforesaid impugned order
 dated January 1 7, 2011 passed by MoEF.
 
 Thereafter, on January 25, 2011, LCL addressed a letter to MoEF for
 finding an amicable solution and offered without prejudice suggestions
 for MoEFs consideration, in a bid to set to rest the controversy
 surrounding the Project.
 
 On January 2 7, 2011, Writ Petition no. 811 of 2011 and Writ Petition
 no. 9448 of 2010 along with other PILs were listed in Honble High
 Court.  However, the Honble High Court, upon LCLs plea was pleased to
 adjourn the matters for 45 days in view of the ongoing discussions with
 MoEF on amicable settlement and posted all LCL connected matters on
 March 10, 2011.
 
 MoEF vide its letter dated January 28, 2011, in response to LCLs
 letter dated January 25, 2011, had informed that MoEF is prepared to
 consider the matter of giving environmental clearance to Phase I. (2000
 Ha). Thereafter, pursuant to discussions, LCL by a without prejudice
 
 application to MoEF complied with the directions issued by MoEF in its
 order dated January 1 7, 2011, and LCL submitted various documents to
 MoEF, from time to time, for its consideration.
 
 LCL has also attended & presented at the 97th, 98th and 99th meeting of
 the Expert Appraisal Committee (EAC) on CRZ, Infrastructure &
 Miscellaneous Projects and New Construction and Industrial Estates
 Projects scheduled on 14th & 15th February, 2011, 3rd & 4th March, 2011
 and 5th & 6th April, 2011 respectively at New Delhi and LCL submitted
 various supporting documents and has also made oral representation.
 
 On March 10, 2011 Writ Petitions of LCL along with other PILs were
 listed before Honble High Court, however, MoEF sought time to file its
 affidavit-in-reply and therefore all the connected matters were
 adjourned to March 25, 2011.
 
 On March 17, 2011, the MoEF uploaded the minutes of the 98th meeting of
 EAC held on 3rd & 4th March, 2011 at New Delhi. The Salient aspects of
 the minutes is that, the EAC recommends that in view of the investments
 made by the third parties, infrastructure already created in the Dasve
 village and taking note of the reported hardships highlighted
 repeatedly by LCL of the construction workers, pending construction
 work of 257 residential buildings, which are above plinth level, may be
 allowed subject to the certain conditions such as (i) no hill cutting,
 digging, excavation, etc, (ii) the above constructions shall only be
 limited to the area for which permission was granted by the Collector,
 Pune, (iii) a high level Verification and Monitoring Committee shall be
 constituted, (iv) commitment from LCL to earmark necessary / adequate
 funds as per report to be submitted shortly regarding the quantum of
 penalty/ re- compense and creation of Environmental Restoration Fund
 and (v) other conditions as stipulated by MoEF / other State agencies
 of State Government shall also be complied with.
 
 In view of the above stipulations, the Committee recommended to MoEF to
 permit LCL to complete 257 units subject to the acceptance of the five
 conditions listed above and also subject to submission of information /
 documents as per the above observations.
 
 Further EAC also stated that consideration of the proposal would depend
 on submission of the requisite information as detailed above.
 
 On March 25, 2011, MoEF filed affidavit in reply to LCLs Writ Petition
 no. 811 of 2011, by which
 
 LCL had challenged the aforesaid impugned order dated January 1 7, 2011
 passed by MoEF.
 
 On March 2 7, 2011, LCL responded to queries in detail raised by EAC in
 its minutes of the 98th EAC meeting held on 3rd & 4th March, 2011 at
 New Delhi. Also on March 29, 2011, LCL issued 2 letters to MoEF (i)
 clarifying the validity of the Special Planning Authority status
 granted to LCL and the development of land leased from MKVDC and (ii)
 requesting the MoEF to consider the Lavasa project in the next EAC
 meeting to be held on 5th & 6th April 2011.
 
 On March 30, 2011, LCL filed an application to withdraw the Writ
 Petition no. 811 of 2011 and Writ Petition no. 9448 of 2010 with a
 liberty to file a fresh one as and when need arises. It was brought to
 the notice of the Honble High Court by LCLs counsel and also by
 MoEFs counsel that on the recommendation of EAC, MoEF is inclined to
 permit LCL to carry out construction work of 257 residential units
 subject to conditions laid down by EAC. On hearing all the parties
 including PIL litigants, the Honble High Court suggested that in order
 to take care of the apprehensions of the PIL litigants, LCLs counsel
 and MoEF counsel should make a statement that status quo order dated
 January 1 7, 2011 passed by MoEF should continue to operate till show
 cause notice is decided by MoEF. LCL was of the view that its writ
 petitions should not be withdrawn with such an adverse order and hence
 decided not to withdraw its writ petitions, which are now adjourned to
 June 15, 2011. In the circumstances MoEF is free to appraise the
 Environment Clearance application of LCL.
 
 On April 6, 2011 the Senior Officials of LCL along with the expert
 advising LCL in the matter attended the 99th meeting of EAC and made
 presentation before members of EAC and replied to the queries raised by
 the EAC in relation to the vacation of status quo on the construction
 work in area admeasuring 681.27 Ha, pending consideration of its 1st
 phase Environment Clearance of 2000 Ha. The Minutes of the EAC are
 awaited.
 
 (ii) HCC Real Estate Ltd.
 
 HCC Real Estate Ltd (HREL), a wholly owned subsidiary of your Company,
 has inherent skills and resources to develop and deliver high-value
 real-estate projects that helps in building sustained communities
 across India. The focus is to develop state-of-the-art projects which
 would provide world class quality, engineering and technology and
 create a unique value proposition for the customers.
 
 247 Park
 
 During the year under review, Vikhroli Corporate Park, a Partnership
 Firm was converted into a private limited company under the name
 Vikhroli Corporate Park Pvt. Ltd. (VCPPL).
 
 247 Park, building owned by VCPPL, is a new age destination and
 Indias largest stand-alone LEED Gold certified green building with a
 built- up area of 1.8 million square feet and leasable area of 1.1.
 million square feet, strategically located at the heart of the business
 corridor at Vikhroli(West) in Mumbai.
 
 During July 2010, VCPPL issued further shares to IL&FS Milestone Fund
 and thereby HREL and your Companys share holding in VCPPL got diluted
 to 20.8% and 5.2% respectively which, in aggregate, constitutes 26%
 stake of the HCC group, in VCPPL. Thus, VCPPL has ceased to be
 subsidiary of your Company.
 
 Following are the key awards, recognitions and accomplishments of 247
 Park during the year:
 
 - The world-class safety standards of 247 Park were recognized at
 Asias largest exhibition on Architecture, Design and Construction.
 
 - Was awarded Excellence in Commercial Segment in the Safety Norms
 category by The Economic Times ACETECH.
 
 - Has been selected as a chosen participant for the Royal Institute of
 Chartered Surveyors (RICS) – Vestian study titled Sustainable IT
 Workplaces of India and an Occupiers Preference and Satisfaction
 Survey is underway.
 
 During the year, 247 Park has achieved more than 90% occupancy and
 positive cash flows are expected from the forthcoming year.
 
 247 Business Park
 
 HREL has also executed an agreement with Lavasa Corporation Limited for
 purchase of retail area at Lavasa, to be christened as 247 Business
 Park.
 
 Charosa Wineries Ltd.
 
 During this year, HRELs wholly owned subsidiary, Charosa Wineries
 Limited, has achieved a milestone towards its objective of setting up a
 world-class vineyard and ultra-modern winery by commissioning the
 winery at Nashik in March 2011. The wine grapes are produced at the own
 vineyard for captive use and further produce is selectively purchased
 from farmers.
 
 Dholera City Project
 
 The work in respect of the Memorandum of Understanding (MoU) executed
 by your Company with the Government of Gujarat for the development of a
 proposed Water Front City at Dholera Special Investment Region (SIR)
 near Ahmedabad, Gujarat, in the influence area of the Delhi-Mumbai
 Industrial Corridor (DMIC) project is progressing satisfactorily. The
 Government of Gujarat has released the master plan and draft
 development plan for this project and the Company has surveyed the
 proposed earmarked site and suggested certain changes. The Company has
 also submitted its Concept Development Report to the Government of
 Gujarat.
 
 Dholera Renewable Energy Park Project
 
 During this year, your Company has signed a Memorandum of Understanding
 (MoU) with the Government of Gujarat for developing a renewable energy
 park at its proposed Water Front City at Dholera Special Investment
 Region in Ahmedabad district. This is the maiden venture of the company
 into the renewable energy space with an estimated investment of Rs.
 12,000 Crore.  The MoU was signed at the Vibrant Gujarat Summit in
 Gandhinagar held in January 2011. It is proposed to set up the
 renewable energy park on approximately 600 acres within the land parcel
 offered for the proposed water-front city at Dholera. The Rs. 12,000
 crore investment towards the development of renewable energy park is
 over and above the Rs. 40,000 crore already committed towards the
 proposed water front city development in Dholera.
 
 Urban Development and Management Projects
 
 HREL has been short listed for the development of an Integrated
 Township within the proposed Petroleum, Chemical and Petrochemical
 Investment Region (PCPIR) near Bharuch, Gujarat spread over 600 acres
 of land.
 
 Other Projects
 
 HREL has also been selected by Bangalore Metropolitan Regional
 Development Authority (BMRDA) for the development of a township at
 Bidadi near Bangalore which would be spread over 9000 acres of land.
 
 (iii) HCC Infrastructure
 
 HCC Infrastructure Company Ltd, a wholly owned subsidiary of your
 Company, is shaping into a leading infrastructure developer engaged in
 the creation and management of assets in the areas
 
 of Transportation, Energy and Urban Infrastructure.
 
 The Company remains committed to developing a premium portfolio of
 assets that will serve Indias needs for sustainable infrastructure
 development, while creating shareholder value for the Company by
 generating stable, diversified and growing cash flow streams over the
 long term.
 
 The Company has submitted bids for City Gas Distribution concessions in
 Ludhiana and Jalandhar and is evaluating opportunities in Power & Water
 projects.
 
 The Company shall act as an umbrella company under which all
 infrastructure projects are proposed to be undertaken. HCC Concessions
 Ltd, which is the holding company for Road SPVs, and future Transport
 concessions, is being realigned as a subsidiary of HCC Infrastructure
 Company Ltd.
 
 Road Infrastructure projects:
 
 Since its inception in 2007-08, HCC Concessions Ltd has grown its
 development portfolio to Rs. 5,539 crore.
 
 During the course of the year, the Company successfully achieved the
 following:
 
 - Started commercial operations for the Delhi Faridabad Elevated
 Expressway (dfsk ywayTM)
 
 - Financial closure and commencement of construction of its West Bengal
 Project (NH- 34)
 
 During the year, the Company submitted two NHAI bids and 29 Request for
 Qualification (RFQs). The equity holding in various road concession
 Special Purpose Vehicles was consolidated into a single holding
 company, HCC Concessions Ltd. Nirmal BOT Ltd and Badarpur Faridabad
 Tollway Ltd have since become subsidiaries of HCC Concessions Ltd.
 
 A slowdown in the award of infrastructure projects, an inflationary
 environment and highly aggressive bidding witnessed during the past
 year has caused the Company to adopt a cautious and disciplined
 strategy in expanding its portfolio.
 
 The assets under management include six National Highways Authority of
 India (NHAI) road concessions, of which two are operational.
 
 Status of Operational Assets:
 
 Delhi Faridabad Elevated Expressway (NH-2) (dfskyway™ )
 
 The Delhi Faridabad Elevated Expressway (dfskyway™ ) is a 4.4 km
 elevated highway connecting Delhi and Haryana at Badarpur. This
 engineering marvel has been developed by HCC Concessions Ltd with an
 investment of Rs. 572 crore. The Company was awarded a 20 year
 concession in 2008 to develop, construct and operate this asset by
 NHAI. The elevated expressway was operational significantly ahead of
 schedule and was inaugurated by the Chief Ministers of both Delhi and
 Haryana in November 2010.
 
 Your Directors are pleased to inform that your Company has been awarded
 with the prestigious CNBC TV18 Infrastructure Excellence Award 2011 in
 the Main Awards Category - Highways & Flyovers, and the Achievement
 Award for Best Project in the Roads category by the Board of Governors
 of the Construction Industry Development Council (CIDC).
 
 Nirmal (NBL) Annuity (NH-7)
 
 The road from Kadtal to Armur is part of the project involving
 four-laning of the road section from Maharashtra - Andhra Pradesh
 Border to Armur in Andhra Pradesh, which forms a part of the Nagpur -
 Hyderabad section of NH-7. The concession period for the project is 20
 years, including a construction period of 24 months.  The project was
 developed with an investment of Rs. 315 crore and became operational in
 July 2009, over 3 months ahead of the scheduled completion date.
 
 Status of Assets under Development:
 
 Dhule Palesner (DPTL) Highway Project (NH-3)
 
 The project road is a part of NH-3, commonly referred to as the
 Agra–Mumbai road, originating from Agra and ending at Mumbai in
 Maharashtra.  It is a primary conduit for transportation of passengers
 and freight traffic between the state of Uttar Pradesh and major towns
 in the states of Madhya Pradesh and Maharashtra. The concession period
 is 18 years, including a construction period of 30 months. The project
 has already achieved 55% completion by March 2011 and is expected to be
 operational later this year, over 6 months ahead of schedule. The
 highway is being developed in partnership with an investment of Rs.
 1,420 crore with HCC Concessions Ltd as the lead partner along with
 
 Sadbhav Engineering Ltd and John Laing Investments Ltd (UK).
 
 West Bengal (NH-34) Highway Project
 
 This development is the largest PPP highway project in West Bengal (WB)
 and is the major north-south artery (NH-34) in the State, besides
 providing connectivity to the North Eastern States and neighbouring
 countries. It originates at the capital and port city of Kolkata, and
 ends at Dalkhola in the state of WB, covering a total distance of 443.5
 km. The concession lengths for the different segments totalling 256 km
 range from 25 to 30 years, including a construction period of 30 months
 and an investment of over Rs. 3,231 crore. The highway development,
 divided into three contiguous sections, covers Baharampore and Farakka
 (103 km), Farakka and Raiganj (103 km) and Raiganj and Dalkhola (50
 km). In October 2010, the Union Finance Minister, Mr. Pranab Mukherjee,
 laid the foundation stone for this 256 km development.
 
 (iv) Karl Steiner AG, Switzerland
 
 In May 2010, your Company made its first international acquisition by
 acquiring a controlling equity stake (66% equity stake) in Karl Steiner
 AG, Switzerland (KSAG), the second largest total services contractor in
 the Swiss Real Estate market. Your Company acquired the controlling
 stake in KSAG through its wholly owned subsidiary, HCC Mauritius
 Enterprises Ltd, by subscribing to the newly issued shares of KSAG for
 a CHF 35 million cash investment. The said funds are proposed to be
 primarily used to grow KSAGs Swiss core operations.
 
 KSAG is a leading general contracting company in Switzerland,
 specialized in turnkey development of new buildings and refurbishments,
 and offers services in all facets of real estate development and
 construction.  KSAG was founded in 1915 and during its rich history,
 KSAG has constructed over 1,200 residential projects, 540 office
 buildings, 45 hotels and 150 social infrastructure buildings, which
 include universities, schools, hospitals, prisons and nursing homes.
 Among KSAGs many clients are Nestlé, Helvetia, Merck-Serono, Sanofi -
 Pasteur and the World Economic Forum. KSAG has also built laboratories
 for companies like IBM and the Federal Institute of Technology. In
 Zurich, KSAG has constructed/renovated the Park Hyatt, Radisson Blu,
 and The Savoy hotels. Other significant accomplishments include
 Sihlcity (a CHF 500 million integrated development including a hotel,
 shopping centre, offices and a
 
 residential complex), Terminal A of the Zurich Airport, portions of the
 Geneva airport, the Swiss Re Convention Centre and the home of Google
 Europe. In the past ten years, KSAG has completed nearly CHF 10 billion
 worth of real estate construction, which translates to approximately 32
 million square feet of development.
 
 The board of directors of KSAG comprises five members. Your Company is
 represented by three nominees viz., Mr. Ajit Gulabchand, who also acts
 as Chairman of KSAG, Mr. K. G. Tendulkar and Mr. Anil Singhvi.
 
 As per the acquisition agreement signed with KSAG, in 2014, KSAGs sole
 minority shareholder, Mr. Peter Steiner, will sell his remaining shares
 to your Company at a pre-agreed price based on KSAGs earnings achieved
 between 2010 and 2013.
 
 The acquisition of KSAG is expected to help your Company to extend its
 footprint in Indias growing residential and commercial construction
 market. This deal is poised to bring in sharing of rich experiences of
 KSAG in construction of world class integrated buildings, ability to
 foray into state-of-the art residential and commercial spaces on a
 turnkey basis and integrated building construction market in India, act
 as a single source provider for total solutions for any facility,
 capability for implementation of new technologies to support
 sustainable and green developments and access to globally benchmarked
 construction processes.
 
 Besides, this will also serve to further augment EPC offerings in India
 and other markets and provides your Company with a presence for
 European expansion. It also opens the Swiss and European market to
 HCCs Engineering and Construction (E&C) business and will enable to
 procure greater access to world class cutting edge European
 technologies and EPC capability.
 
 Pursuant to the consolidated IGAAP financial statement of KSAG, the
 revenue of KSAG amounted to Rs. 2,719.85 crore and the profit before
 tax was Rs. 10.31 crore in the period from May 5, 2010 (date of
 acquisition of KSAG) to March 31, 2011 (11 months).
 
 At year end, the order backlog of KSAG amounted to CHF 1,018 million.
 In addition, KSAG has been awarded 6 contracts with a value of CHF 410
 million, for which contracts are yet to be signed. These contracts are
 expected to be signed during the financial year 2011-12.
 
 (v) Highbar Technologies Ltd
 
 Highbar Technologies Ltd, a wholly owned subsidiary of your Company, is
 an Information Technology company formed by your Company, with the
 vision of providing end-to-end IT solutions to Infrastructure industry
 which started its independent operations on April 1, 2010.
 
 Highbar Technologies core team comprises of IT and Infrastructure
 professionals who have amalgamated the legacy of domain knowledge in
 the infrastructure business with Information technology. Highbar
 focuses on IT implementation initiatives from business transformation
 perspective rather than technology implementation perspective.
 
 Infrastructure industry experts have recognised Highbar Technologies as
 Asias 1st IT Company for Infrastructure industry and have shown
 faith in its capabilities as against big established IT players.
 
 In the last financial year Highbar Technologies was able to serve 17
 new customers, taking the total tally of its customers to 43. Most of
 Highbar Technologies customers are reference customers who have
 provided repeat business to Highbar Technologies, which is also an
 indication of the maturity of Highbars delivery capabilities.
 
 In order to serve Infrastructure industry in Middle East more
 effectively, Highbar Technologies Ltd, has incorporated a subsidiary in
 Dubai, named Highbar Technologies FZ-LLC. Highbar has also bagged its
 1st customer in Middle East.
 
 The Company has also developed strategic alliance with SAP as Service
 Partner. Gartner, the worlds leading IT research and advisory
 company, recognises Highbar as vendors to watch in Indian ERP space
 and attributes its rapid growth to domain capability and knowledge.
 
 The Indian infrastructure sector is poised to have an exponential
 growth in the near future. With the rapid adoption of IT by the
 Infrastructure industry, there will be significant opportunity for IT
 business from the Indian infrastructure sector.  Besides, there is a
 sizeable market in Middle- East, Far East and European countries.
 Highbar Technologies with its niche focus on Infrastructure industry is
 optimistic about its business potential over coming years.
 
 Highbar Technologies has established a proper scalable organization
 structure with all the functions in place to facilitate and sustain
 future growth. It will be able to service Infrastructure
 
 industry in many more ways through addition of new IT services over a
 short to medium period.  This is a step towards infrastructure industry
 choosing Highbar Technologies as the most preferred IT solution
 provider for providing end- to-end IT solutions for Roads, Ports,
 Real-Estate, Airports, Railways, Energy, Irrigation & Water supply,
 Urban infrastructure and Industrial infrastructure (telecom, mining
 etc.). It is expected to strive and grow through a judicious mix of
 internal competency development and strategic alliances with IT
 industry partners.
 
 5.  Subsidiary Companies
 
 At the beginning of the year, the Company had 53 Subsidiary Companies.
 
 During the year under review, the following changes have taken place.
 
 a) Your Company has promoted the following wholly owned subsidiary
 company for promoting Companys Infrastructure Projects.
 
 Name of the Company                Date of Incorporation
 
 HCC Infrastructure Company Ltd        13.12.2010
 
 b) Highbar Technologies Limited (the wholly owned subsidiary company)
 has promoted the following wholly owned subsidiary company, making it a
 subsidiary of your Company from the date of its incorporation.
 
 Name of the Company              Date of Incorporation
 Highbar Technologies FZ LLC          20.09.2010
 
 (c) Lavasa Corporation Limited (a subsidiary company) has promoted the
 following companies making them subsidiaries of your Company from the
 day of their incorporation.
 
 Name of the Company               Date of Incorporation
 
 Kart Racers Limited                     01.04.2010
 
 Warasgaon Infrastructure
 Providers Limited                       05.04.2010
 
 Nature Lovers Retail Limited            30.04.2010
 
 Osprey Hospitality Limited              15.11.2010
 
 Starlit Resort Limited                  16.11.2010
 
 Warasgaon Valley Hotels Limited         16.11.2010
 
 Rosebay Hotels Limited                  24.11.2010
 
 Mugaon Luxury Hotels Limited            29.11.2010
 
 d) During the year under review i.e. on April 19, 2010, HCC Mauritius
 Enterprises Ltd, a wholly owned subsidiary of your Company has acquired
 100% equity stake in Klemanor Investments Limited, a Company
 incorporated in Cyprus, making it a subsidiary of your Company from the
 date of the acquisition of the said stake.
 
 e) During the year under review i.e. on May 5, 2010, the Company
 through HCC Mauritius Enterprises Ltd, wholly owned subsidiary of the
 Company had acquired a controlling equity stake of 66% in Karl Steiner
 AG, a company incorporated in Switzerland, thereby making it a
 subsidiary of the Company.
 
 Further, there are 6 subsidiary companies of Karl Steiner AG, which are
 as follows:- 
 
 1.  Steiner Promotions et Participations SA
 
 2.  Steiner (Germany) GmbH
 
 3.  VM + ST AG
 
 4.  Steiner Leman SAS
 
 5.  SNC Valleiry Route De Bloux
 
 6.  Eurohotel SA
 
 By virtue of acquisition of equity stake in Karl Steiner AG (Holding
 Company of these six subsidiaries), these six Companies have also
 become subsidiary Companies of your Company.
 
 f) The following companies have ceased to be subsidiaries of the
 Company during the FY 2010-11 as per details provided below:
 
 1.  Ecomotel Hotel Limited w.e.f. September 2, 2010
 
 2.  Knowledge Vistas Limited (Formerly known as GDST-Oxford
 International School Ltd) w.e.f. April 23, 2010
 
 3.  Warasgaon Lake View Hotels Limited (Formerly known as Lavasa Star
 Hotel Ltd) w.e.f. December 31, 2010
 
 4.  Verzon Hospitality Limited w.e.f. December 31, 2010
 
 In terms of the General Circular No. 2/2011 dated February 8, 2011 read
 together with General Circular No. 3/2011 dated February 21, 2011,
 issued by the Government of India – Ministry of Corporate Affairs under
 Section 212(8) of the Companies Act, 1956, granting general exemption
 to companies from attaching financial statements of subsidiaries,
 subject to fulfillment of conditions stated in the circular, copies of
 the Balance Sheet, Profit and Loss Account, Report of the Board of
 Directors and Auditors Report
 
 of the subsidiary companies for the year/period ended December 31,
 2010/March 31, 2011 are not attached to the Balance Sheet of the
 Company as the Company has/shall fulfill the following conditions:
 
 (i) The Board of Directors of the Company has vide resolution dated
 April 29, 2011 consented for not attaching the balance sheet(s) of the
 concerned subsidiary(ies);
 
 (ii) The Company has presented in its Annual Report, the consolidated
 financial statements of holding Company and all of its subsidiaries
 duly audited by its statutory auditors;
 
 (iii) The Consolidated financial statement has been prepared in strict
 compliance with applicable Accounting Standards and where applicable,
 Listing Agreement as prescribed by the Securities and Exchange Board of
 India;
 
 (iv) The Company has disclosed in the consolidated balance sheet the
 following information in aggregate for each subsidiary including
 subsidiaries of subsidiaries:- (a) Capital (b) reserves (c) total
 assets (d) total liabilities (e) details of investment (except in case
 of investment in subsidiaries) (f) turnover (g) profit before taxation
 (h) provision for taxation (i) profit after taxation (j) proposed
 dividend, as applicable;
 
 (v) The annual accounts and other related detailed information of the
 following subsidiaries shall be made available to shareholders of the
 holding company and subsidiary companies seeking such information at
 any point of time :
 
 1.  Hincon Technoconsult Ltd
 
 2.  Western Securities Ltd
 
 3.  Pune-Paud Toll Road Company Ltd
 
 4.  Nirmal BOT Ltd
 
 5.  Panchkutir Developers Ltd
 
 6.  HCC Concessions Ltd (Formerly known as HCC Infrastructure Ltd)
 
 7.  HCC Infrastructure Company Ltd
 
 8.  HCC Aviation Ltd
 
 9.  Badarpur Faridabad Tollway Ltd
 
 10.  Baharampore – Farakka Highways Ltd
 
 11.  Farakka – Raiganj Highways Ltd
 
 12.  Raiganj – Dalkhola Highways Ltd
 
 13.  HCC Construction Ltd
 
 14.  Highbar Technologies Ltd
 
 15.  Highbar Technologies FZ LLC
 
 16.  HCC Mauritius Enterprises Ltd
 
 17.  Klemanor Investments Ltd
 
 18.  Karl Steiner AG
 
 19.  Steiner Promotions et Participations SA
 
 20.  VM + ST AG
 
 21.  Eurohotel SA
 
 22.  Steiner (Germany) GmbH
 
 23.  Steiner Leman SAS
 
 24.  SNC Valleiry Route De Bloux
 
 25.  HCC Singapore Enterprises Pte. Ltd
 
 26.  HCC Real Estate Ltd
 
 27.  HRL Township Developers Ltd
 
 28.  HRL (Thane) Real Estate Ltd
 
 29.  Nashik Township Developers Ltd
 
 30.  Maan Township Developers Ltd
 
 31.  Charosa Wineries Ltd
 
 32.  Powai Real Estate Developers Ltd
 
 33.  HCC Realty Ltd
 
 34.  Lavasa Corporation Ltd
 
 35.  Lavasa Hotel Ltd
 
 36.  Apollo Lavasa Health Corporation Ltd
 
 37.  Lakeshore Watersports Company Ltd
 
 38.  Dasve Convention Centre Ltd
 
 39.  Dasve Business Hotel Ltd
 
 40.  Dasve Hospitality Institutes Ltd
 
 41.  Lakeview Clubs Ltd
 
 42.  Dasve Retail Ltd
 
 43.  Full Spectrum Adventure Ltd
 
 44.  Spotless Laundry Services Ltd
 
 45.  Lavasa Bamboocrafts Ltd
 
 46.  Green Hill Residences Ltd
 
 47.  My City Technology Ltd
 
 48.  Reasonable Housing Ltd
 
 49.  Future City Multiservices SEZ Ltd (Formerly known as Minfur
 Interior Technologies Ltd)
 
 50.  Rhapsody Commercial Space Ltd
 
 51.  Valley View Entertainment Ltd
 
 52.  Andromeda Hotels Ltd
 
 53.  Sirrah Palace Hotels Ltd
 
 54.  Whistling Thrush Facilities Services Ltd
 
 55.  Warasgaon Tourism Ltd
 
 56.  Our Home Service Apartments Ltd
 
 57.  Warasgaon Power Supply Ltd
 
 58.  Sahyadri City Management Ltd
 
 59.  Hill City Service Apartments Ltd
 
 60.  Kart Racers Ltd
 
 61.  Warasgaon Infrastructure Providers Ltd
 
 62.  Nature Lovers Retail Ltd
 
 63.  Osprey Hospitality Ltd
 
 64.  Starlit Resort Ltd
 
 65.  Warasgaon Valley Hotels Ltd
 
 66.  Rosebay Hotels Ltd
 
 67.  Mugaon Luxury Hotels Ltd
 
 (vi) Further, the annual accounts of the subsidiary companies shall
 also be kept for inspection by any shareholder at the head
 office/registered office of the Company and of the subsidiary companies
 concerned and the Company shall furnish a hard copy of the details of
 accounts of subsidiaries to any shareholder on demand;
 
 (vii) The holding as well as subsidiary companies in question shall
 regularly file such data to the various regulatory and Government
 authorities as may be required by them;
 
 (viii) The Company has given Indian rupee equivalent of the figures
 given in foreign currency appearing in the accounts of the subsidiary
 companies along with the exchange rate as on closing day of the
 financial year;
 
 As a measure of Corporate Governance, a Statement pursuant to Sections
 212(3) and 212(5) of the Companies Act, 1956 containing the details of
 subsidiaries of the Company, forms part of the Annual Accounts of the
 Company.
 
 6.  Share Capital
 
 I) Increase in Authorised Share Capital
 
 During the year under review, the Authorised Share Capital of the
 Company was increased from Rs. 50,00,00,000 (Rupees Fifty Crores Only)
 to Rs. 100,00,00,000 (Rupees One Hundred Crore Only) divided into
 90,00,00,000 Equity Shares of Rs. 1/- (Rupee One only) each and
 1,00,00,000 Redeemable Preference Shares of Rs. 10/- (Rupees Ten Only)
 each.
 
 II) Increase in Paid up Share Capital
 
 a) Issue of Bonus Equity Shares
 
 In accordance with Article 201 of the Articles of Association of the
 Company and pursuant to the resolution passed by the Board of Directors
 of the Company at its Meeting held on July 30, 2010, your Company has
 on August 12, 2010 issued and allotted 30,32,56,460 Equity Shares of
 Rs. 1/- each as fully paid Bonus Shares in the ratio of one fully
 paid-up equity share of Rs. 1/- each for every existing one fully-paid
 equity share of Rs. 1/- each of the Company held by the Shareholders as
 on the Record Date i.e. August 11, 2010, by capitalization of a sum of
 Rs. 30,32,56,460/- from the Companys Securities Premium Account.
 
 b) Issue of Equity Shares on exercise of Employee Stock Options
 
 During the year under review, upon exercise of Stock Options by the
 eligible employees under the Employee Stock Option Scheme, the Company
 has allotted 6,860 Equity Shares of Rs. 1/- each at an exercise price
 of Rs. 104.05 per Equity Share (prior to adjustment for Bonus Issue)
 and 20,000 Equity Shares of Rs. 1/- each at an exercise price of Rs.
 52.03 per Equity Share (post adjustment for Bonus Issue).
 
 Consequent to the allotment of Bonus Equity Shares and Equity Shares
 upon exercise of stock options, the Paid up Share Capital of the
 Company has increased from 30,32,49,600 Equity Shares of Rs. 1/- each
 aggregating Rs. 30,32,49,600/- (Rupees Thirty Crore Thirty Two Lakhs
 Forty Nine Thousand Six Hundred Only) to 60,65,32,920 Equity Shares of
 Rs. 1/- each aggregating Rs. 60,65,32,920/- (Rupees Sixty Crore Sixty
 Five Lakhs Thirty Two Thousand Nine Hundred Twenty Only).
 
 7.  Public Deposits and Loans/Advances
 
 Your Company has not accepted any deposits from the public, or its
 employees and, as such, the question of repayment of any amount of
 principal or interest does not arise.
 
 Pursuant to Clause 32 of the Listing Agreement, the particulars of
 loans/advances given to subsidiaries have been disclosed in the Annual
 Accounts of the Company.
 
 8.  Employee Stock Option Scheme (ESOP)
 
 Consequent to the Companys Bonus Issue in the ratio of 1:1 in August
 2010, the number of employee stock options in-force got doubled and the
 exercise price was halved and as a result as on March 31, 2011,
 70,97,500 stock options are outstanding (comprising vested and unvested
 after adjustment
 
 for lapsed and exercised options), in aggregate, for exercise as per
 the exercise schedule, of which 67,10,000 stock options are exercisable
 at a price of Rs. 52.03 per stock option and 3,87,500 stock options are
 exercisable at a price of Rs. 21.70 per stock option.
 
 Each option, when exercised, as per the exercise schedule, would
 entitle the holder to subscribe for one equity share of the Company of
 face value Rs. 1/- each.
 
 During the year under review, 9,26,760 options got vested to the
 employees of the Company and in aggregate, 33,17,780 options stands
 vested with the employees as on March 31, 2011.
 
 Further during the year, 26,860 options, in aggregate, were exercised
 by the eligible employees of which 6,860 options were exercised at an
 exercise price of Rs. 104.05 (prior to adjustment for Bonus Issue of
 Equity Shares) and 20,000 options were exercised at an exercise price
 of Rs. 52.03 (post adjustment for Bonus Issue of Equity Shares) and
 accordingly the Company has allotted 26,860 Equity Shares, in
 aggregate, of face value Rs. 1/- each to the respective shareholders.
 
 The particulars with regard to the Employee Stock Options as on March
 31, 2011 as required to be disclosed pursuant to the provisions of
 Clause 12 of SEBI (Employee Stock Option Scheme and Employee Stock
 Purchase Scheme) Guidelines 1999, as amended, are set out in Annexure I
 to this Report.
 
 9.a)Status of GDSs /FCCBs
 
 During the financial year 2005-06, the Company had issued Global
 Depository Shares (GDSs) and the underlying shares against each of the
 GDSs were issued in the name of the Depository, Citi Bank N.A.
 
 As on March 31, 2011, 1,20,720 GDSs have remained outstanding which
 forms part of the existing paid up capital of the Company.
 
 b) Redemption of FCCBs on maturity
 
 During the financial year 2005-06, the Company had made an offering of
 Zero Coupon Foreign Currency Convertible Bonds (FCCBs) for an aggregate
 amount of USD 100 million and accordingly 1000 FCCBs of the nominal
 value of USD 1,00,000/- each were issued for a tenure of 5 years with
 the Maturity Date as April 1, 2011.
 
 During 2009-10, the Company had re-purchased and cancelled 3.4% of the
 outstanding FCCBs aggregating to USD 3.4 million (nominal value) in
 accordance with the Guidelines prescribed by Reserve Bank of India and
 thereupon, 966 FCCBs were outstanding.
 
 During 2010-11, none of the FCCB holders had exercised their option for
 conversion of FCCBs into Equity Shares.
 
 In terms of the agreement with the Principal Agent, the Company has
 unconditionally remitted the amount of USD 133.03 million equivalent to
 Rs. 598.50 Crores (comprising principal amount and accumulated premium
 on redemption of FCCBs) to the Principal Agent on March 31, 2011, to
 discharge the entire FCCBs maturing on April 1, 2011. The Companys
 liability as on March 31, 2011, has accordingly been extinguished on
 remittance. The Principal Agent has confirmed discharge of the payment
 to the Bond Holders and therefore, 966 outstanding FCCBs of Nominal
 Value USD 96.6 million stands redeemed at the redemption price of
 137.7139% of its principal amount, as per the terms and conditions of
 the FCCB Issue, aggregating to an amount of USD 133.03 million
 consisting of payment of the principal amount of USD 96.6 million and
 accumulated premium on redemption of the FCCBs of USD 36.43 million.
 
 Pursuant to this, all the FCCBs issued by the Company have been
 extinguished and there are no outstanding FCCBs as on the date of this
 Report.
 
 10.  Consolidated Financial Statements
 
 The Consolidated Financial Statements of the Company prepared in
 accordance with applicable Accounting Standards forms a part of this
 Annual Report.
 
 11.  Corporate Governance
 
 As per Clause 49 of the Listing Agreement with the Stock Exchanges, a
 separate Chapter on Corporate Governance practices followed by the
 Company together with a Certificate from the Companys Auditors
 confirming compliance forms part of this Report.
 
 12.  Directors
 
 In accordance with Article 135 and Article 186A of the Articles of
 Association, on April 29, 2011, the Board of Directors appointed Mr.
 Arun V. Karambelkar as an Additional Director and Whole-time Director
 of the Company for a period of 5 years subject to approval of the
 shareholders of the Company at the ensuing Annual General Meeting.
 
 The Company has received a Notice under Section 257 of the Companies
 Act, 1956 from a member signifying his intention to propose Mr. Arun V.
 Karambelkar as a candidate for the office of Director at the
 forthcoming Annual General Meeting.
 
 As per the provisions of the Companies Act, 1956 read with Article 152
 of the Articles of Association of the Company, Mr. Ram P. Gandhi, Mr.
 Sharad M.  Kulkarni and Mr. Nirmal P. Bhogilal are the Directors of the
 Company who retire by rotation and being eligible, offer themselves for
 re-appointment.
 
 The Company has received Form DD-A from all these Directors as required
 under the Companies (Disqualification of Directors under Section 274
 (1) (g) of the Companies Act, 1956) Rules, 2003.
 
 A brief profile of all these Directors containing details of their
 qualifications, expertise, other directorships, committee memberships
 etc. has been given in the Report on the Corporate Governance as well
 as in the Notice of the ensuing Annual General Meeting of the Company.
 
 13.  Directors Responsibility Statement
 
 In accordance with the provisions of Section 217(2AA) of the Companies
 Act, 1956, your Directors confirm that:
 
 a) in the preparation of the annual accounts, the applicable accounting
 standards have been followed and there has been no material departure;
 
 b) the selected accounting policies were applied consistently and the
 Directors 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 as at March 31, 2011 and of the profits of the Company for the
 year ended on that date.
 
 c) proper and sufficient care has been taken 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.
 
 d) the annual accounts have been prepared on a going concern basis.
 
 14.  Industrial Relations
 
 The industrial relations continued to be generally peaceful and
 cordial.
 
 15.  Transfer to Investor Education and Protection Fund (IEPF)
 
 The Company has, during the year under review, transferred a sum of Rs.
 6,66,860/- to Investor Education and Protection Fund, in compliance
 with the provisions of Section 205C of the Companies Act, 1956. The
 said amount represents dividend for the year 2002-03 which remained
 unclaimed by the shareholders of the Company for a period exceeding 7
 years from its due date of payment.
 
 16.  Particulars of Employees and other additional information.
 
 The information required under Section 217(2A) of the Companies Act,
 1956 and the Rules made there under is given in the Annexure to this
 Report and forms part of the Report. However, in terms of Section
 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are
 being sent to the shareholders excluding the aforesaid Annexure. Any
 Shareholder interested in obtaining copy of the same may write to the
 Company Secretary at the Registered Office of the Company.
 
 17.  Conservation of Energy, Technology Absorption and Foreign Exchange
 Earnings and Outgo.
 
 The information relating to the conservation of energy, technology
 absorption and foreign exchange earnings and outgo as required to be
 disclosed under the Companies (Disclosure of Particulars in the Report
 of the Board of Directors) Rules 1988, is given in Annexure II forming
 part of this Report.
 
 18.  Auditors
 
 M/s K. S. Aiyar & Co., Chartered Accountants, Mumbai, Auditors of the
 Company, bearing ICAI Registration No. 100186W retire at the ensuing
 Annual General Meeting and are eligible for re-appointment.
 
 As required under the provisions of section 224(1B) of the Companies
 Act, 1956, the Company has obtained a written certificate from the
 Auditors to the effect that their re-appointment, if made, would be in
 conformity with the limits specified in the said section.
 
 19.  Auditors Report
 
 The Auditors Report to the shareholders on the Accounts of the Company
 for the financial year ended March 31, 2011 does not contain any
 qualification.
 
 20.  Acknowledgements
 
 Your Directors would like to acknowledge and place on record their
 sincere appreciation to all stakeholders – Clients, Financial
 Institutions, Banks, Central and State Governments, the Companys
 valued investors and all other business partners for their continued
 co-operation and excellent support received during the year.
 
 Your Directors recognize and appreciate the efforts and hard work of
 all the employees of the Company and their continued contribution to
 its progress.
 
                          For and on behalf of the Board of Directors
 
                                                     AJIT GULABCHAND 
                                        Chairman & Managing Director
 
 Registered Office:
 
 Hincon House 
 Lal Bahadur Shastri Marg 
 Vikhroli (West) Mumbai-400 083
 
 Place: Mumbai 
 Dated: April 29, 2011