TO THE MEMBERS
 
 The Directors hereby present their Twenty-sixth Annual Report on the
 business operations of the Company along with the audited statement of
 accounts for the year ended 31st March, 2011.
 
 1.  FINANCIAL RESULTS :
 
                                                       (Rs. in Lakhs)
 
                                                Year Ended March 31st
                                               2011             2010
 
 Income                                    2,917.27         2,930.77
 
 profit / (Loss) before tax                   127.00           312.55
 Provision for taxation
 
 a) Current Tax                               25.30            53.10
 
 b)    Deferred Tax                           30.70           188.90
 
 c)    Excess Tax Provision                 (30.86)             -
 
 Net profit / (Loss) After Tax                101.86            70.55
 
 Add : Balance brought forward             5,187.83         5,117.28
 
 Balance Carried to balance sheet          5,289.69         5,187.83
 
 2.  DIVIDEND :
 
 Your Directors do not recommend any dividend for Financial Year ended
 31st March, 2011.
 
 3.  REVIEW OF OPERATIONS :
 
 Financial year 2010-2011 represents the period of recovery of whole
 economy in general and realty sector has edged over the other sectors
 of the economy. In spite of recovery of real estate sector, demand
 remained subdued for real estate products across all the categories,
 apparently due to monetary policy adopted by the Reserve Bank of India
 to squeeze the liquidity with the object to contain the infationary
 elements from the economy, simultaneously increasing the rate of
 interest on home loans which have direct impact on the demand of the
 real estate products.
 
 To weather the tremors of slowdown and cash crunch in ever changing
 scenario on macro and micro level, the Company
 
 has adopted business strategies such as Joint Ventures in projects,
 hived-off projects, to utilize the vacant portion of existing projects
 for the development of new projects on such vacant land.
 
 During the year under review, the Company achieved total income of
 Rs.2,917.27 lacs as against Rs. 2,930.77 lacs in the previous year.
 During the year, Company has earned Net profit after tax of Rs. 101.86
 lacs against Net profit of Rs.70.55 lacs in the previous year.
 
 Saturn Trading Pvt. Ltd., a Promoter Group Company, has exercised its
 option to convert 22,00,000 Convertible Warrants into 22,00,000 equity
 shares. The Board has approved conversion of warrants into aforesaid
 equity shares as on 22nd June, 2011. The paid-up capital of the Company
 after conversion of warrants is increased proportionately to i.e.
 Rs.46,74,92,910/-.
 
 The progress of construction activities at on-going projects such as
 Lok Mansarovar, Lok Prabhat and Lok Nirman is satisfactory. The funds
 derived from these on-going projects are being utilized for the
 expansion of the business of the Company. Further to strengthen itself
 fnancially, the Company has focused on improvising productivity and
 reducing its costs, utilizing its cash fow most effectively during the
 year under review.
 
 To reduce its debt burden, constant interaction and settlement process
 with lenders is on-going. In that direction, the Company has settled
 and paid to 20 Institutions out of 21 Institutions. Negotiations and
 settlement process with remained Institution is reached on advanced
 stage.
 
 “Remaking of Mumbai Housing Infrastructure & Finance Ltd.  (ROMHIF) has
 submitted its proposal to redevelop around 30 acres of land (362
 buildings and over 8000 tenements) in the Kalbadevi-Chira Bazar area in
 ‘C’ Ward of Mumbai. It proposes to demolish these old and dilapidated
 buildings and in their place construct high rise structure in the
 ear-marked plots. Your Company has 49% stake in the shareholding of
 Remaking of Mumbai Development Ltd. which is the holding Company for
 ROMHIF which intends to develop this Pilot project of 30 acres and then
 increasing its size to 232 acres in the ‘C’ Ward of Mumbai.
 
 There has been a great deal of forward movement with regards to this
 redevelopment proposal in the island city of Mumbai. The proposal for
 redevelopment has got an approval In-principle from the High Powered
 Committee constituted under the chairmanship of the Municipal
 Commissioner. It has now been proposed to forward to the Urban
 Development Ministry of the state of Maharashtra for their consent.
 Meanwhile, ROMHIF has divided the 30 acre land into parcels of over 5
 acres consisting of over 70 buildings each. It has already entered into
 an agreement with Unity Infrastructure Ltd for jointly developing the
 frst piece of 5 acres and is in fnal stages of negotiation for the next
 5 acre lands with other like-minded developers.”
 
 4.  FIXED DEPOSITS:
 
 The Company has not accepted/renewed any Fixed Deposits during the year
 under review. The Company had no outstanding Fixed Deposits at the
 close of the year under review.
 
 5.  IN-HOUSE MANUFACTURING ACTIVITIES:
 
 During the year under review, Company has attained turnover of
 Rs.168.09 lacs by sale of concrete blocks, against Rs.177.57 lacs in
 the previous year.
 
 6.  DIRECTORS’ RESPONSIBILITY STATEMENT:-
 
 In terms of section 217 (2AA) of the Companies Act, 1956, the Directors
 would like to state that:- (i) In the preparation of the annual
 accounts, the applicable accounting standards have been followed along
 with proper explanation 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 at the end of the fnancial year and of the profit of the
 company for that period;
 
 (iii) The directors have taken proper and suffcient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of this Act for safeguarding the assets of the company and
 for preventing and detecting fraud and other irregularities;
 
 (iv) The directors have prepared the annual accounts on a going concern
 basis.
 
 7.  CORPORATE GOVERNANCE:
 
 During the year under review, your Company has taken adequate steps to
 ensure that all mandatory provisions of
 
 Corporate Governance stipulated in Clause 49 of the Listing Agreement
 have been complied with. A separate Report on Governance along with the
 Auditors’ Certifcate on its compliance, forms part of this Report and
 is annexed hereto.
 
 8.  DIRECTORS:
 
 Shri Prayag K. Parekh, Director of the Company left for his heavenly
 abode on 30th December, 2010. The untimely death of Shri Prayag K.
 Parekh was irreparable loss to the Company.
 
 Shri Prayag K. Parekh was an Electrical Engineer by profession and
 later on he dedicated his life to mission set by Enlightened Soul Sri
 Sri Ravishankar who teaches the philosophy of “Art of Living” to the
 general masses.
 
 Number of employees, under his able guidance, learnt the Art of Living
 course which teaches not only to lead spiritual life but also to
 withstand stress occurred during the day-to-day work of a person.
 
 The Board placed on record his momentous contribution to the Company
 and expressed heart-felt condolence to the bereaved family.
 
 Ms. Naina M. Shah, Director of the Company shall be retiring at the
 ensuing Annual General Meeting and she is eligible, for re-appointment.
 
 Shri B.C. Jain resigned as a Director on 12th November, 2010. The Board
 places on record its appreciation of the services rendered by him
 during his tenure on the Board.
 
 9.  AUDITORS’ REPORT :
 
 Notes to the Accounts are self-explanatory and therefore, do not call
 for any further clarifcation or explanation with respect to
 qualifcations made by the Auditors in their Report.
 
 10.  AUDITORS:
 
 The Company’s Auditors, M/s. Bhupendra Shroff & Co., Chartered
 Accountants, Mumbai will hold offce upto the conclusion of the 26th
 Annual General Meeting and are eligible for re-appointment.
 
 11.  CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
 EARNINGS AND OUTGO:
 
 Information relating to Conservation of Energy, Technology Absorption
 etc. pursuant to Section 217 (1)(e) of the Companies Act, 1956 read
 with the Companies (Disclosure of Particulars in the Report of the
 Board of Directors) Rules, 1988 is not provided as the same is not
 applicable to the Company.
 
 Foreign Exchange earnings are Nil. Outgo on account of traveling
 expenses and Professional Fees during the year under review are Rs.Nil
 lacs.
 
 12. PARTICULARS OF EMPLOYEES:
 
 During the year under review, there is no employee who was in receipt
 of remuneration, which, in the aggregate, was not less than the sum
 prescribed under Section 217(2A) of the Companies Act, 1956. Hence,
 information as required under Section 217(2A) of the Companies Act,
 1956 read with the Companies (Particulars of Employees) Rules, 1975, is
 not forming part of this report.
 
 13.  PERSONNEL:
 
 The Directors wish to place on record their sincere appreciation for
 the outstanding contribution and devoted services of employees at all
 levels of the Company during the year under review.
 
 14.  ACKNOWLEDGMENTS:
 
 The Directors acknowledge the valued co-operation and continued support
 extended to the Company by its Bankers, Financial Institutions and
 various other lenders. The Directors also place on record their
 gratitude to various departments of Government of Maharashtra and
 Government of India and authorities of different Municipal Corporations
 of Maharashtra, Bombay Stock Exchange Ltd., Securities And Exchange
 Board of India and the Advisors for their valuable co-operation.
 
 And to you our Shareholders, we are deeply grateful for the confdence
 and faith which you have always placed in us.
 
                          For and on behalf of the Board of Directors
 
                                                    DARSHAN L. GANDHI
 
                                         Chairman & Managing Director 
 Place: Mumbai.  
 
 Dated: 30th June, 2011.