Directors present herewith the Annual Report and Audited Accounts for
 FY11-12.
 
 FINANCIAL RESULTS
 
                                                        (Rs. in crores)
 
                                 Standalone           Consolidated
 Sr.
 No.    Particulars        2011-12     2010-11     2011-12      2010-11
 
 i.     Gross Revenue       168.16      155.22      201.84       191.52
 
 ii.    Net Revenue         154.09      145.72      184.50       178.05 
       (excluding
        excise duty)
 
 iii.   Profit before        18.78       21.98       22.07        26.43
        interest,
        depreciation 
        and Tax
 
 iv.    interest              9.88        8.01       11.72         9.85
 
 v.     Depreciation          8.26        7.93        9.65         9.25
 
 vi.    Tax                   0.19        0.84        0.29         1.65
 
 vii.   Profit after Tax      0.46        5.29        0.42         5.54
 
 DIVIDEND
 
 in order to conserve resources, the Directors decided not to recommend
 dividend for the year.
 
 OPERATING RESULTS
 
 The standalone gross turnover for the year at Rs. 168.16 crores were
 lower than the projections and registered marginal increase over the
 previous year. The off take from our primary markets was very slow
 during the second half of the year under report.
 
 Earnings before interest, depreciation and tax were lower at Rs. 18.78
 crores as compared to Rs. 21.98 crores in the previous year.
 
 The overall results are not very satisfactory, even though the business
 environment was not conducive for business growth.
 
 The markets remained very volatile with sudden drop in demand. The
 Company could not replace the Railway metro business after the
 completion of the previous project. We have bid as a supplier for
 future projects.
 
 EXPANSION
 
 The Company acquired machines for setting up machine shop to cater to
 power sector. However, the expected business could not be generated due
 to sluggish market conditions. Cutting capacity was increased by adding
 hi focus plasma cutting machines. This was necessitated because of
 change in job mix which required cutting of higher thickness steel.
 
 FINANCE
 
 During the year the Company allotted 3,53,300 Equity shares of Rs. 10/-
 each at a premium of Rs. 10/- per share under EsOP to employees of the
 Company. The total amount received from the employees amounted to Rs.
 70,66,000/-
 
 CURRENTYEAR
 
 sales in the first two months of the current year at Rs. 22.98 crores are
 lower than Rs. 29.61 crores achieved in the same period in the previous
 year. This is a continuation of the trend seen in the second half of
 the previous year. The Company had added many new Customers and once
 the business from new Customers reaches a reasonable volume the growth
 will come back.
 
 The business environment continues to be extremely challenging. it has
 become very difficult to predict the customers requirements of regular
 products.
 
 We are taking up more projects related business which provides better
 visibility of business as projects go on for a period of 3-6 months.
 Also this balances & hedges the risk of volatile business conditions in
 the Automotive & Earth moving industry.
 
 The impact of the introduction of new customers and projects based
 business will be seen in the second half of the current year. This
 should also result in improvement of margins.
 
 MARKETS
 
 The four main verticals namely Construction Equipment, Automotive, Rail
 Transportation and Power (Transmission and Distribution) cumulatively
 contributed 71% of the total revenue amounting to Rs. 108.95 crores.
 
 improved demand of commercial vehicles resulted in increased sales to
 automotive verticals to Rs. 43.13 crores or 27.99% of net sales compared
 to Rs. 37.30 crores or 25.62% of net sales in the previous year.
 
 Revenue from Rail Transportation vertical has gone down from Rs. 21.80
 crores in the previous year to Rs. 11.64 crores representing a decrease
 of 46.60 %.
 
 Construction equipment vertical contributed Rs. 38.04 crores as against Rs.
 33.50 crores in the previous year. sales from this vertical as a
 percentage of net revenue increased from 23.01% in the previous year to
 24.69% in the current year.
 
 Revenue from Power (transmission and distribution) vertical has been
 marginally lower at Rs. 16.14 crores as compared to Rs. 16.87 crores in the
 previous year. The decline in business is to the tune of 4.32 %.
 
 INSURANCE
 
 All the properties of the Company have been adequately insured against
 fire, riot, earthquake and various other risks.
 
 FIXED DEPOSITS
 
 During the year under report, the Company has not accepted deposits
 from public.
 
 DIRECTORS
 
 Mr. Vasant D. Goray retires by rotation and being eligible offer
 himself for re-appointment.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to the requirement under section 217(2AA) of the Companies
 Act, 1956, with respect to Directors'' Responsibility statement, it is
 hereby confirmed:
 
 A) That in the preparation of Annual Accounts, the applicable
 Accounting standards have been followed along with proper explanation
 relating to material departure, if any;
 
 B) That the Directors have selected such Accounting Policies and
 applied them consistently and made judgment 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 31st March, 2012 and of Profit of the
 Company for the year ended on that date;
 
 C) That the Directors have taken the 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;
 
 D) That the Directors have prepared the Annual Accounts of the Company
 on a going concern basis.
 
 PARTICULARS OF EMPLOYEES
 
 During the year under report, no employees have drawn remuneration in
 excess of the limits laid down under section 217(2A) of the Companies
 Act, 1956 read with the Companies (Particulars of Employees)
 (Amendment) Rules, 2011.
 
 THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF
 DIRECTORS) RULES, 1988.
 
 The information is set out in Annexure - A.
 
 EMPLOYEES STOCK OPTION PLAN
 
 During the year Company allotted 3,53,300 Equity shares under the stock
 Option scheme. The information required to be disclosed under sEBI
 (EsOs & EsPs) Guidelines is given in Annexure B to the Directors''
 Report.
 
 AUDITORS
 
 M/s. Alladi Krishnan & Kumar, Chartered Accountants, statutory Auditors
 of the Company retire and offer themselves for re-appointment.
 
 The Company has obtained the requisite certificate required under
 section 224 (1B) of the Companies Act, 1956 to the effect that their
 re-appointment, if made, will be in conformity with the limits
 specified in the said section and they are not disqualified for
 reappointment within the meaning of section 226 of the said Act.
 
 ACKNOWLEDGMENT
 
 Your Directors wish to place on record their sincere appreciation of
 the sustained and dedicated efforts put in by all the employees
 collectively and concertedly as a Team.
 
 The Directors would also like to thank the shareholders, customers,
 suppliers, bankers and all the other business associates for the
 continuous support given by them to the Company and their confidence in
 its management.
 
                                       On behalf of Board of Directors
 
 Place : Mumbai                                       Harshad B. Patel
 
 Date : 29th May, 2012                                        Chairman