Dear Members,
 
 The Directors have the pleasure to present herewith their 103rd Annual
 Report with Audited Statement of Accounts for the year ended on 31st
 March, 2011. The operating results are as under:
 
 Financial Results              For the year ended    For the year ended
                                   on 31.3.2011         on 31.3.2010
                                   Rs. in lacs          Rs. in lacs
 
 Profit before interest & 
 depreciation                          7,945.63             5,680.23
 
 Less: Interest                          989.86               190.15
 
 : Depreciation                          156.31                26.58
 
 Profit before Tax                     6,799.46             5,463.50
 
 Less: Provision for Taxation          2,417.72             1,573.33
 
 Net Profit for the year               4,381.74             3,890.17
 
 Add: Amount of Profit & Loss 
 Account brought forward               4,592.05               957.86
 
 Amount available for Appropriation    8,973.79             4,848.03 
 Less:
 Appropriations:
 
 Dividend on Preference 
 Shares (including tax)                    -                   20.17
 
 Provision for Proposed 
 Dividend (including tax)                220.82               221.56
 
 Transfer to Capital 
 Redemption Reserve                        -                   14.25
 
 Balance of Profit & Loss Account 
 transferred to                        8,752.97             4,592.05
 Balance Sheet
 
 Review of Operations
 
 During the year, the construction work of ''Tower C'' at ''Peninsula
 Techno-park'', Kurla has been completed and the sale proceeds of the
 same have been accounted for.
 
 Sale of ''Tower C'' at Kurla and few completed flats at Sewri has enabled
 your Company to attain commendable revenue, registering an enhanced
 profitability with EBITDA of Rs. 7,945.63 lakhs for current year as
 compared to Rs. 5,680.23 lakhs in the previous year, resulting in an
 increase of 40%. Net profit for the current year has increased to Rs.
 4,381.74 lakhs as compared to Rs. 3,890.17 lakhs in the previous year,
 an increase of Rs. 13%.
 
 During the year, the Company has commenced operations at its
 state-of-art textile fabric Process House at Ahmedabad.  The Company
 has also carried out business activities of trading in fabrics during
 the year.
 
 Dividend
 
 Considering the better performance and profitability, your Directors
 are pleased to recommend for approval of the members, payment of a
 dividend at the rate of Rs. 0.20 per Equity Share (10%) on 9,50,00,000
 Equity Shares of Rs. 2/- each for the year ended 31st March, 2011. The
 amount of dividend and the tax thereon will be Rs. 1,90,00,000/- and
 Rs.  30,82,275/- (tax rate being @ 16.2225%) respectively.
 
 Fixed Deposits
 
 The Company has not accepted any fixed deposits from public during the
 year under review.
 
 Finance
 
 Your Company has been regular in meeting its obligation towards payment
 of Principal/Interest to Banks.
 
 Directors
 
 Mr. Padmanabhan Sugavanam, associated with the Company as a Consultant,
 was appointed as an Additional and Whole time Director at the Board
 meeting held on 24th September, 2010. Mr. Rajkumar Sukhdevsinhji was
 appointed as an Additional Director at the Board meeting held on 15th
 November, 2010.
 
 The aforesaid Directors will hold office upto the date of next Annual
 General Meeting of the Company. Notices under section 257 of the
 Companies Act, 1956 have been received from Members proposing their
 appointment as Directors.
 
 Shri Navinbhai C. Dave, Shri Pitamber S. Teckchandani and Shri Shobhan
 I. Diwanji, retire by rotation and being eligible, have offered
 themselves for re-appointment.
 
 Resolutions for the approval of the Members for the aforesaid
 appointments are included in the notice calling the ensuing Annual
 General Meeting. As required under clause 49 of the Listing Agreement,
 the brief resumes of the Directors are furnished in the Notice of the
 Annual General Meeting.
 
 Auditors
 
 The Members are requested to appoint Auditors for the current year and
 authorize the Board of Directors to fix their remuneration. The
 retiring Auditors M/s. V. R. Renuka & Co., Chartered Accountants, being
 eligible, offer themselves for re-appointment.
 
 Auditor''s Report
 
 Report of the auditors read with the notes on accounts is
 self-explanatory and need no elaboration.
 
 Particulars of Employees
 
 The particulars required under Section 217(2A) of the Companies Act,
 1956, are furnished in the Annexure to the Report.
 
 Corporate Governance
 
 A report on the Corporate Governance, along with a certificate from the
 Auditors of the Company, as stipulated under Clause 49 of the Listing
 Agreement and certificate from Managing Director of the Company, in
 terms of sub-clause (v) of Clause 49 is annexed to this report.
 
 Further, as required under the said Clause 49, your Company has adopted
 a ''Code of Conduct and Ethics'' for its Directors and Senior Executives.
 
 Directors'' Responsibility Statement
 
 Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000,
 on the basis of information placed before them, the Directors confirm
 that:
 
 i.  In the preparation of the Annual Accounts, the applicable
 accounting standards have been followed along with
 
 proper explanation relating to material departures, if any;
 
 ii.  Appropriate accounting policies have been selected and applied
 consistently, and the judgments and estimates that
 
 have been made 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 2011 and
 of the profit of the Company for the said year;
 
 iii. Proper and sufficient care has been taken for the maintenance of
 the adequate accounting records in accordance with the provisions of
 the Companies Act, 1956 for safe guarding the assets of the Company and
 for preventing and detecting fraud and other irregularities;
 
 iv.  The annual accounts have been prepared on a going concern basis.
 
 Conservation of energy, technology absorption and foreign exchange
 earnings and outgo
 
 The particulars relating to energy conservation, technology absorption,
 foreign exchange earning and outgo, as required to be disclosed under
 section 217 (1) (e) of the Companies Act, 1956, read with the Companies
 (Disclosure of particulars in the Report of Board of Directors) Rules,
 1988 are provided in the Annexure to the Report.
 
 Subsidiary
 
 The Company has invested Rs. 99,980/-, (being 99.98% of the share
 capital) in the share capital of ''Cardinal Energy & Infrastructure
 Private Limited''. However, the Subsidiary Company has not yet started
 any commercial activities. As required under section 212 (1) of the
 Companies Act, 1956, the final accounts for the year ended 31st March,
 2011 of the subsidiary company along with the Report of Directors and
 Auditors thereon are attached to the Balance sheet of the Company.
 
 Industrial relations
 
 The relationship with all the concerned continued to remain cordial
 throughout the year under review.
 
 Appreciation
 
 The Directors place on record their appreciation for support and timely
 assistance from Financial Institutions, Banks, Government Authorities
 and above all, its Shareholders, who have extended their valuable
 support to the Company.  The Directors also wish to appreciate sincere
 and dedicated efforts and services by all the employees/staff.
 
                           For and On behalf of the Board of Directors 
 
 Registered Office: 6,
 Feltham House, 2nd Floor, 
 10, J. N. Heredia Marg,
 Ballard Estate,                                     Navinbhai C. Dave
 
 Mumbai, 12th August, 2011                                    Chairman