Dear Members,
 
 The Directors have pleasure in presenting the Seventy first Annual
 Report of the Company along with the Audited Accounts of the Company
 for the year ended 31st March, 2011.
 
 The performance of the Company is not comparable from the previous year
 as in terms of a Scheme of Arrangement duly approved by the
 Shareholders and the Hon''ble High Court, Calcutta, the Heavy
 Engineering and Steel Foundry businesses of the Company were demerged
 to Texmaco Rail & Engineering Ltd. (TEXRAIL), effective date being 1st
 April 2010. Accordingly the financial results of the Company for the
 year reflect only the Real Estate and Mini Hydro Power Segments and
 excludes the performance of Heavy Engineering and Steel Foundry
 businesses.
 
 The Scheme of Arrangement was implemented as the considerations,
 factors and financials applicable to the Heavy Engineering and Steel
 Foundry businesses were different and
 
 divergent in nature in comparison to Real Estate acquisition and
 development and other business and interests of Texmaco. As part of an
 overall business reorganisation plan and in order to take the
 respective businesses to the next level of growth, it was appropriate
 to segregate and realign the same. It was accordingly considered
 desirable and expedient to reorganise and reconstruct Texmaco by
 demerging the Heavy Engineering and Steel Foundry businesses (Demerged
 Undertaking) to TEXRAIL in the manner and on the terms and conditions
 as stated in the Scheme of Arrangement.
 
 The demerger would enable the businesses to be pursued and carried on
 more conveniently and advantageously with greater focus and attention
 through two separate companies. i.e.  Texmaco and TEXRAIL, each having
 their own management team and administrative set up. It would
 facilitate the business consideration and factors applicable to be
 addressed more effectively and adequately by the respective companies.
 
 
 Financial Results                                        Rs. in Lakhs
 
                                           2010-2011         2009-2010
 
 Operating Profit (PBIDT)                   1,340.63         15,184.77
 
 Less: Interest (Net)                         (33.62)            98.57
 
 Gross Profit (PBDT)                        1,374.25         15,086.20
 
 Less: Depreciation                           312.98          1,148.56
 
 Profit before Taxation                     1,061.27         13,937.64 
 
 Provision for Taxation:
 
 Current Tax                                  210.00          4,493.00
 
 Deferred Tax Liability/(Asset)                87.11             63.80
 
 come Tax for earlier years                     3.36             35.23
 
 Profit after Taxation                        760.80          9,345.61 
 
 Less : Exceptional items:
 
 VRS (Engg. Divn.)                                –              41.13
    
 Net Profit / Loss                            760.80          9,304.48
 
 Add: Balance brought forward 
 from previous year                         5,785.16          5,337.05
 
                                            6,545.96         14,641.53 
 Appropriations
 
 Proposed Dividend on Equity 
 Shares (Incl.Tax)                  (10%)     147.81   (90%)  1,339.18
 
      Dividend on Pref. Shares 
      (Incl. Tax)                                –     (6%)      17.19
 
 General Reserve                              300.00          7,500.00
 
 Balance Carried Forward                    6,098.15          5,785.16
 
                                            6,545.96         14,641.53
 
 Dividend
 
 The Directors have pleasure in recommending payment of a dividend of
 10% (Re.0.10 per share) for the year ended March 31, 2011.
 
 Corporate Governance
 
 A separate report on Corporate Governance pursuant to Clause 49 of the
 Listing Agreement with the Stock Exchanges is attached as a separate
 Annexure and forms a part of this Report.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT U/S 217(2AA)OF THE COMPANY''S ACT,
 1956
 
 Your Directors state:
 
 (i) That in the preparation of the annual accounts, applicable
 accounting standards have been followed, along with proper explanations
 relating to material departures, and the Notes in the Auditors'' Report
 in this regard are self-explanatory;
 
 (ii) That such accounting policies have been selected and applied
 consistently and judgements and estimates made 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 financial year, and of the profit of the
 Company for that period;
 
 (iii) That proper and sufficient care has been taken 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) That the annual accounts have been prepared on a ''going concern''
 basis.
 
 The SEBI''s guidelines regarding Corporate Governance have been
 implemented by the Company. An Audit Committee of the Board and
 Shareholders'' / Investors'' Grievance and Share Transfer Committee have
 been constituted and are functioning in keeping with the given
 guidelines.
 
 Group
 
 Pursuant to an intimation from the promoters, the names of the
 promoters and entities comprising “Group” as defined under the
 Monopolies and Restrictive Trade Practices (MRTP) Act, 1969 are
 disclosed as Annexure A in the Annual Report for the purpose of the
 SEBI (Substantial Acquisition of Shares and Takeovers) Regulations
 1997.
 
 Particulars of Employees
 
 There was no employee who was in receipt of remuneration as required to
 be disclosed under Section 217 (2A) of the Companies Act, 1956.
 
 Directors
 
 Shri S. K. Poddar, Director of the Company, retires by rotation and is
 eligible for re-election.
 
 Auditors
 
 The Auditors, M/s. K.N. Gutgutia & Co, retire and are eligible for
 re-appointment.
 
                                      For and on behalf of the Board
 
 Kolkata                                                S.K. Poddar
 
 Dated: 23rd May, 2011                                     Chairman