The Directors have pleasure in presenting the Annual Report of your
 company, together with the Audited Accounts for the year ended March
 31, 2012.
 
                                                 (Rupees in Millions) 
 
 Financial Results                               2011-12     2010-11
 
 Turnover                                        5318.43     6108.05
 
 Earnings before Interest, Depreciation 
 & Amortisation and Tax                           419.75      581.97
 
 Less: Finance Cost                               204.00      143.43
 
 Less: Depreciation and Amortization               90.92       61.90
 
 Less: Provision for Taxation                      91.50      112.11
 
 Profit after taxation for the year                33.33      264.53
 
 Profit Brought forward from the previous year    420.14      155.61
 
 Balance carried to Balance Sheet                 453.47      420.14
 
 DIVIDEND
 
 With a view to conserve resources for working capital, your Directors
 do not recommend any dividend for the year ended March 31, 2012.
 
 PERFORMANCE OF THE COMPANY
 
 During the year under review, the company recorded a turnover of '' 5318
 Million as compared to '' 6108 Million of the previous year. The
 profitability was lower due to adverse economic condition faced by
 infrastructure sector, competitive pressures, higher operating and
 finance cost. The funds requirements of the company have increased
 mainly due to the longer working capital cycle caused by delay in
 realizing the receivables with consequent delay in honoring the
 commitments to lenders.
 
 The company has successfully completed installation of Fabrication shop
 at Chhattisgarh and trial production has commenced in July, 2012. We
 are awaiting the last statutory permission which we are hopeful of
 receiving shortly.
 
 SUBSIDIARY COMPANIES
 
 In accordance with the General Circular issued by the Ministry of
 Corporate Affairs, Government of India, the Balance Sheet, Profit and
 Loss Account and other documents of the subsidiary companies viz. UB
 Infrastructure Limited, Bhopal-Berasia- Sironj Highway private Limited
 and Sendhwa Khetia Road Development Company private Limited are not
 being attached with the Balance Sheet of the Company.
 
 However, Annual Accounts of the Subsidiary Companies and the related
 information will be made available to the Members of the Company upon
 request. The Annual Accounts of the Subsidiary Companies will also be
 kept open for inspection by any Member at the Registered Office of the
 Company during business hours on any working day.
 
 The consolidated Financial Statements prepared in terms of Accounting
 Standards and Listing Agreements include financial information of the
 Subsidiaries. Further, financial details of the
 
 Subsidiaries have been furnished separately forming part of the Annual
 Report.
 
 DIRECTORS
 
 Mr.A.Harish Bhat was appointed as an Additional Director on September
 16, 2011 pursuant to the provisions of Section 260 of the Companies
 Act, 1956 and will hold office up to the date of this Annual General
 Meeting. A notice in writing has been received from a member signifying
 his intention to propose the appointment of Mr.A.Harish Bhat as a
 Director at the ensuing Annual General Meeting.
 
 Ms.Nandini Verma resigned as a director with effect from August 21,
 2012. The Board wishes to place on record its appreciation for the
 contribution made during her tenure as a Director of your Company.
 
 Mr.K.K.Rai and Mr.N.Srinivasan retire by rotation at the ensuing Annual
 General Meeting and being eligible, offer themselves for re-
 appointment.
 
 LISTING OF SHARES OF THE COMPANY
 
 The Equity shares of your Company are presently listed on BSE Limited
 (BSE) and National Stock Exchange of India Limited (NSE), Mumbai. The
 Listing fees for the year 2012-13 have been paid to both these stock
 exchanges.
 
 DEPOSITORY SYSTEM
 
 The trading in the equity shares of your Company is under compulsory
 dematerialization mode. As on August 17, 2012 equity shares
 representing 88.35% of the equity share capital are in dematerialised
 form. As the depository system offers numerous advantages, members are
 requested to take advantage of the same and avail of the facility of
 dematerialization of your Company’s shares.
 
 AUDITORS
 
 M/s. V. P. Mehta & Company, your Company’s Statutory Auditors, are
 eligible for re-appointment at the ensuing Annual General Meeting and
 it is necessary to fix their remuneration.
 
 AUDITORS’ REPORT
 
 With regard to the observations of the Auditors in their Audit Report,
 the relevant notes in “Notes to Accounts” are self explanatory and
 need no further explanation / comments.
 
 INDUSTRIAL RELATIONS
 
 During the year under review, relations with the Unions / employees
 remained cordial at all locations of the Company.
 
 PARTICULARS OF EMPLOYEES
 
 The information as required to be provided in terms of Section 217
 (2-A) of the Companies Act, 1956, read with the Companies (particulars
 of employees) Rules, 1975, is enclosed.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO ETC.
 
 The provisions of Section 217(1) (e) of the Companies act, 1956
 relating to conservation of energy and technology absorption do not
 apply to this Company, as no manufacturing activity was carried out
 during the financial year. The particulars regarding foreign exchange
 earnings and expenditure are annexed as item. No. 35 and 34 in the
 Notes to Accounts. During the year under review, the Company did not
 incur any expenditure on Research and Development.
 
 MANAGEMENT DISCUSSION AND ANALYSIS
 
 Pursuant to Clause 49 of the listing agreement with the stock
 exchanges, Management Discussion and Analysis Report is annexed and
 forms an integral part of the Annual Report.
 
 CORPORATE GOVERNANCE
 
 A report on Corporate Governance is annexed separately as part of this
 Annual Report along with a certificate of compliance from the Statutory
 Auditors of the Company. Necessary requirements of obtaining
 certifications / declarations in terms of Clause 49 have been complied
 with.
 
 FIXED DEPOSITS
 
 The Company has not accepted any deposits from the public during the
 year under review.
 
 DIRECTORS’ RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
 state that:
 
 (i) In the preparation of the annual accounts, the applicable
 accounting standards have been followed along with the proper
 explanation relating to material departures, if any;
 
 (ii) Accounting policies have been selected and applied consistently
 and judgments & estimates made are reasonable and prudent so as to give
 a true and fair view of the state of affairs of the Company as at the
 end of
 
 the financial year and of the profit for the year;
 
 (iii) 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) The annual accounts have been prepared on a going concern basis.
 
 ACKNOWLEDGEMENT
 
 Your Directors place on record their sincere appreciation for the
 continued support from shareholders, customers, suppliers, banks and
 financial institutions, the group companies, business associates and
 employees.
 
                        For and on behalf of the Board of Directors
 
                                                          S.D.LALLA
                                                           CHAIRMAN
 
 Mumbai
 August 24, 2012