The Members
 
 The Directors have pleasure in presenting the 24* Annual Report and
 Audited Account* for the financial year ended 31« March 2011.
 
 1. FINANCIAL RESULTS                            (Rs. in million)
 
                                         Year ended      Year ended
 
                                         31.03.2011      31.03.2010
 
 Gross Turnover                           56,592.40       54,950.50
 
 Profit before Interest,                   5,265.55        5,467.77
 
 Depreciation, Extraordinary items & Tax
 
 Less: Interest & Finance                  2,181.55        1,636.56
 
 Charges
 
 Less: Depreciation                          757.81          542.84
 
 Profit before tax (PBT)                   2,326.19        3,288.37
 
 Provision for tax                           747.20        1,177.21
 
 Profit after tax (PAT)                    1,578.99        2,113.13
 
 Balance brought forward                   4,129.96        3,082.03
 
 from previous year/
 
 Adjustment
 
 Profit available                          5,708.95        5,195.16
 for appropriation
 
 Appropriations : Transfer to
 
 General Reserve                             400.00          500.00
 
 Debenture Redemption
 
 Reserve                                     147.21          315.29
 
 Proposed Dividend                           160.21          213.61
 
 Corporate Dividend Tax (Net)                 22.62           36.30
 
 Sum total of Appropriations                 730.04        1,065.20
 
 Balance carried to                        4,978.91        4,129.96
 
 Balance Sheet
 
 Paid-up Capital                             534.02          534.02
 
 Reserves and Surplus                     19,339.65       17,998.57
 
 2.  DIVIDEND
 
 Your Directors have pleasure in recommending a dividend of 30% i.e. Rs.
 0.60 paise per share of Rs. 21- each (previous year Rs. 0.80 paise per
 share of Rs.2/- each) on 267,009,858 equity shares of Rs. 21- each for
 the financial year ended 31« March, 2011.
 
 The dividend pay out for the year under review is in accordance with
 the Company''s policy of suitably rewarding the shareholders besides
 keeping in view the Company''s need for capital, its growth plans and
 the intent to finance such plans through internal accruals to the
 maximum.
 
 3.  RESERVES
 
 It is proposed to transfer Rs. 400 million to the General Reserves of 
 the Company, constituting 25.33% of the profits made during the year.
 Further, it is proposed to transfer Rs. 147.21 million to Debenture
 Redemption Reserve.
 
 4.  REVIEW OF PERFORMANCE
 
 The financial year 2010-11 is a year of moderate growth.  Your company
 achieved a gross turnover of Rs. 56,592.40 million for the year ended 
 31* March, 2011 as against Rs. 54,950.50 million for the previous 
 financial year registering an incremental turnover of Rs. 1,641.90 
 million and recording a growth rate of 3% over the previous year.
 
 The Earnings before Interest, Depreciation, Taxes and Amortisation
 (EBIDTA) at Rs. 5,265.55 million are 9.3% of the Gross Turnover for the
 year under review as against 9.95% for the previous financial year.
 
 5.  ORDER BOOK POSITION:
 
 The Order Book has increased to Rs. 239,790 million (including L1 of Rs.
 23,740 million) as on date.
 
 sl Name of the Division                    Amount
 
 No.                                       (Rs. in million)
 
 1 Water & Environment                       111,090
 
 2 Transportation                             61,270
 
 3 Power                                      10,050
 
 4 Buildings & Industrial Structures          55,340
 
 5 Oil & Gas                                   1,740
 
 6 Mining                                        300
 
 TOTAL                                       239,790
 
 6.  CHANCE IN THE NAME OF COMPANY
 
 Your Directors are glad to inform that, after securing the approval of
 the members of the Company through Postal Ballot and that of the
 Central Government, the name of the company has been changed to IVRCL
 Limited with effect from 18* March, 2011.
 
 7.  FUTURE OUTLOOK
 
 The negative effect* of global recessionary conditions are beimg
 attenuated by various countries through huge investments in
 infrastructure and India is no exception in this regard. Hence, your
 directors are confident that the present environment of investments in
 infrastructure by the State and Central Governments assures growth of
 operations of your Company
 
 8.  SUBSIDIARIES
 
 In accordance with the general circular issued by the Ministry of
 Corporate Affairs, Government of India, the Balance Sheet, Profit and
 Loss Account and other documents of the subsidiary companies are not
 being attached with the Balance Sheet of the Company. A statement
 containing brief financial details of the Company''s subsidiaries for
 the financial year ended March 31, 2011 is included in the Annual
 Report.  Shareholders who wish to have a copy of the full report and
 accounts of the subsidiaries will be provided the same on receipt of a
 written request from them. These documents will be put up on the
 company''s web site www.ivrcl.com and will also be available for
 inspection at the Registered Office of the Company on any working day
 during the business hours.  HINDUSTAN DORR-OLIVER LIMITED
 
 For the financial year ending 31« March 2011, the company achieved a
 turnover of Rs. 9551.90 million, an increase of 9.65% compared to
 previous year. The Profit after tax has come down from Rs. 555.1 7
 million to Rs. 537.50 million. The EPS is Rs. 7.47 on Rs. 21- share. The
 company declared a dividend of Rs. 0.80 ps per share of Rs.  21- each.
 
 IVRCL ASSETS & HOLDINGS LIMITED (IVRCL A&H)
 
 For the financial year ending 31« March 2011, the company has achieved
 higher turnover of Rs.6,821 million as compared to Rs. 1,431 million in
 the previous year.
 
 9.  CONSOLIDATION OF ACCOUNTS
 
 In accordance with the Accounting Standard AS-21 on Consolidated
 Financial Statements read with Accounting Standard AS-27 on Financial
 Reporting of Interests in Joint Ventures, your Directors have pleasure
 in attaching the Consolidated Financial Statements presented by your
 Company which forms part of the Annual Report and Accounts.
 
 Profit after tax and minority interest as per the consolidated accounts
 is Rs. 5,059.74 million.
 
 10. REDEMPTION OF FOREIGN CURRENCY CONVERTIBLE BONDS
 
 Out of the Foreign Currency Convertible Bonds (FCCBs) of the value of
 UJS $ 65.00 million issued by the company, the bonds of the value of
 UJS $ 57.40 million were converted into 11,243,024 equity shares.
 During the financial year 2010-11, there was no conversion of bonds as
 equity shares. The Bonds of the value of UJS $ 7.60 million that
 remained outstanding have been redeemed together with interest, on
 maturity date i.e., 9th December, 2010.
 
 11.  REDEMPTION OF NON-CONVERTIBLE DEBENTURES
 
 On due dates of redemption, the Company redeemed the Unsecured
 Non-Convertible Debentures of Rs. 150 million issued to State Bank of
 Indore and State Bank of Mysore on 30.09.2009 and Secured
 Non-Convertible Debentures of Rs. 1,050 million issued to Federal Bank
 Ltd, Dena Bank, Allahabad Bank, Corporation Bank, UJCO Bank, Bank of
 Baroda, Bank of India and Central Bank of India on 27.11.2009, in terms
 of the Issue of Debentures.
 
 12.  EMPLOYEE STOCK OPTION SCHEMES
 
 The earlier two ESOP Plans viz., IVRCL ESOP 2000 and IVRCL ESOP 2004
 have been fully utilized.
 
 IVRCL ESOP 2007 Scheme:
 
 The members approved granting of 4,200,000 options at the Annual
 General Meeting held on 7th September 2007, underlying 4,200,000 shares
 of Rs. 21- each. The company is yet to grant these options to the
 employees.
 
 The members approved the amendment to the scheme at the Annual General
 Meeting held on 9* September 2009, modifying the terms relating to Prim
 and Time Limit. The Scheme as modified is valid upto 6th September,
 2013.
 
 13. PUBLIC DEPOSITS
 
 There are no outstanding public deposits as on 31 March, 2011.
 
 14. DIRECTORS
 
 Mr. E.Ella Reddy, Mr. P.R.Tripathi and Dr. L.Srinivasa Reddy retire at
 the forthcoming Annual General Meeting and being eligible offer
 themselves for reappointment.  Dr. S.K.Gupta resigned as Director w.e.f
 15.11.2010 due to his other engagements. Mr. V.Murahari Reddy has been
 appointed Additional Director on the Board effective from 14.05.2011
 and he will hold the office until the conclusion of the ensuing Annual
 General Meeting. The Notice convening the Annual General Meeting
 includes the proposals for appointment/re-appointment of Directors.
 
 15.  CORPORATE GOVERNANCE
 
 Your Directors report that your Company is compliant with the Corporate
 Governance requirements as per Clause 49 of the Listing Agreement with
 the Stock Exchanges. The certificate issued by M/s. Chaturvedi &
 Partners, Chartered Accountants is included in the Annual Report along
 with the report or* Corporate Governs.  The Management Discussion and
 Analysis Report it also provided in the Annual Report.
 
 16.DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to the requirement under section 21 7 (2AA) of the Companies
 Act, 1956, with respect to Directors'' Responsibility Statement, it is
 hereby confirmed that:
 
 i) in the preparation of the annual accounts the applicable accounting
 standards have been followed along with proper explanations relating to
 material departures;
 
 ii) 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
 of the Company as at 31« March, 2011 and of the profit of the Company
 for the financial year ended on that date.
 
 iii) 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; and
 
 iv) the Directors have prepared the annual accounts of the Company on a
 ''going concern'' basis.
 
 17. AUDITORS
 
 M/s. Chaturvedi & Partners and M/s. Deloitte Haskins & Sells, the joint
 Statutory Auditors, retire at the ensuing annual general meeting and
 are eligible for re- appointment. The Company received confirmation
 that their appointment, if made, would be within the limits prescribed
 under Sec.224(1 B) of the Companies Act, 1956.
 
 18.  PARTICULARS OF EMPLOYEES
 
 The information required under Section 21 7(2A) of the Companies Act,
 1956 and the Rules made thereunder is provided in Annexure forming part
 of the Report. In terms of Section 219(1 )(b)(iv) of the Act, 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. None of the employees listed
 in the said Annexure, except Mr. E.Sudhir Reddy, Chairman & Managing
 Director, is related to any Director of the Company.
 
 19.VOLUNTARY GUIDELINES ON CORPORATE GOVERNANCE AND CORPORATE SOCIAL
 RESPONSIBILITY
 
 The Ministry of Corporate Affairs, Govt, of India, issued Voluntary
 Guidelines for Corporate Governance and for Corporate Social
 Responsibility. The Voluntary Guidelines provide for various measures
 and your Company considers the same in due course in a phased manner.
 
 20.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 Conservation of Energy, which is an on going process in the Company''s
 activities. The core activity of the company is civil construction
 which is not an energy intensive activity.
 
 There is no information to be furnished regarding Technology Absorption
 as your Company has not undertaken any research and development
 activity in any manufacturing activity nor any specific technology is
 obtained from any external sources which needs to be absorbed or
 adapted.
 
 Innovation is a culture in the Company to achieve cost efficiency in
 the construction activity to be more and more competitive in the
 prevailing environment and the effect of the same cannot be quantified.
 
 The particulars of expenditure in Foreign currency is furnished in item
 No.B-13 Notes to Accounts in Schedule 19.
 
 21. INDUSTRIAL RELATIONS
 
 The Company enjoyed cordial relations with the employees during the
 year under review and the Management appreciates the employees of all
 cadres for their dedicated services to the Company, and expects
 continued support, higher level of productivity for achieving the
 targets set for the future.
 
 ACKNOWLEDGMENTS
 
 The Directors wish to express their appreciation of the support and
 co-operation of the Central and the State Governments, bankers,
 financial institutions, suppliers, associates and subcontractors, and
 expects the same in future as well for sustaining the growth rates
 achieved in the past.
 
                                      For and on behalf of the Board
 
                                                     E. Sudhir Reddy
 
                                        Chairman & Managing Director
 
 Place: Hyderabad
 
 Date: May 28, 2011