THE MEMBERS
 
 The Directors have pleasure in presenting the 52nd Annual Report of
 the company along with the Audited Statements of Accounts for the year
 ended on 31st March, 2011.
 
 FINANCIAL RESULTS
 
                                                        (Rs. in Lakhs)
 
 Particulars                        For Year ended      For Year ended
                                  31st March, 2011    31st March, 2010
 
 Total Operating Income                      19473               16429
 
 Profit before Depreciation, 
 Interest & Tax                               2385                2052
 
 Profit / (Loss) After Tax but 
 before exceptional item                       540                 322
 
 Exceptional Items of Income                     -                 675
 
 Profit / (Loss) for the period                540                 997
 
 DIVIDEND
 
 In view of the carried forward past losses the Board of Directors do
 not recommend any dividend on equity or preference shares.  
 
 REVIEW OF OPERATIONS
 
 During the year, the company achieved a net profit before exceptional
 items of Rs. 540 lacs as against the net profit of Rs. 322 lacs in the
 previous year. The company achieved Operating Revenue of Rs. 19473 lacs
 against Rs. 16429 lacs in the previous year, thus achieving a growth of
 about 19% during the year.
 
 SUBSIDIARIES
 
 As required under the Listing Agreements with the Stock Exchanges, a
 Consolidated Financial Statement of the Company and all its
 subsidiaries is attached. The Consolidated Financial Statements have
 been prepared in accordance with the relevant Accounting Standards as
 prescribed under section 211(3C) of the ''Companies Act, 1956''. These
 Financial Statements disclose the assets, liabilities, income, expenses
 and other details of the Company and its subsidiary companies.
 
 Pursuant to the provision of section 212(8) of the Act, the Ministry of
 Corporate Affairs vide its circular dated 8th February, 2011 has
 granted general exemption from attaching the Balance Sheet, Profit and
 Loss Account and other documents of the subsidiary companies with the
 Balance Sheet of the Company. A statement containing brief financial
 details of the Company''s subsidiaries for the financial year ended 31
 st March, 2011 is included in the Annual Report.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT, 1956 IT IS HEREBY
 CONFIRMED THAT :
 
 I.  In the preparation of the Final Accounts for the year ended 31st
 March, 2011, the applicable Accounting Standards have been followed and
 that no material departures have been made from the same.
 
 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 at the end of the period under review and of the profit
 or loss of the company for that period.
 
 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.
 
 IV.  The Directors have prepared the Accounts for the period ended 31st
 March, 2011 on a going concern basis.
 
 MANAGEMENT DISCUSSION & ANALYSIS REPORT
 
 The Management Discussion & Analysis Report pursuant to clause 49 of
 the Listing Agreement is attached as Annexure I and forms part of this
 Report.
 
 CORPORATE GOVERNANCE
 
 The Report on Corporate Governance along with the Auditor''s
 Certificate, pursuant to clause 49 of the Listing Agreement is attached
 herewith as Annexure II and forms part of this Report.
 
 FIXED DEPOSITS
 
 The company has neither accepted nor renewed any fixed deposits from
 public during the year under review.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS &
 OUTGO
 
 A Report on Conservation of Energy, Technology Absorption and Foreign
 Earnings & Outgo pursuant to Section 217(1)(e) of the Companies Act,
 1956 is attached herewith as Annexure III and forms part of this
 Report.
 
 PARTICULARS OF EMPLOYEES
 
 Particulars of employees as per section 217(2A) of the Companies Act,
 1956 read with the Companies (Particulars of Employees) Rules, 1975 are
 given as Annexure IV.
 
 DIRECTORS
 
 Mr. Adarsh Somani, Whole Time Director of the company has resigned
 w.e.f. 14th May, 2011, Mr. Susheel G.Somani and Dr. Suresh K. Parikh,
 Directors, retire by rotation and being eligible, offer themselves for
 reappointment. The Board of Directors recommends their appointments as
 Directors, as being in the interest of the company.
 
 STATUTORY AUDITORS
 
 The Statutory Auditors of the company M/s. Batliboi & Purohit,
 Chartered Accountants, Mumbai retire at the ensuing Annual General
 Meeting and have confirmed their eligibility and willingness to accept
 office, if reappointed. The Audit Committee and the Board of Directors
 recommend their appointment as statutory auditors of the company for
 the financial year 2011-12.
 
 The observation of Auditors in their Report at Item No. 4f and the
 relevant Note No. 9 of Schedule No. 18 are self explanatory.
 
 ACKNOWLEDGEMENTS
 
 Your Directors place on record their deep sense of appreciation for the
 contribution of employees at all levels and for the support from the
 financial institutions, banks, lenders and the associates.
 
                            For and on behalf of the Board
 
                            Susheel G. Somani    Surendra Somani
                            Chairman             Executive Vice-Chairman
 
 Registered Office: 
 Parijat House, 1076, 
 Dr. E. Moses Road, Worli,
 Mumbai - 400 018
 
 Date : 29th July, 2011