The Members,
 
 The Directors have pleasure in presenting the Annual Report of your
 company, together with the Audited Accounts for the year ended March
 31, 2011.
 
 The financial statements have been presented in the abridged format.
 However, the Company shall supply the complete and full Balance Sheet
 (unabridged accounts) to any shareholder, on receipt of written
 request. The unabridged accounts will also be available for inspection
 at the registered office of the Company as well as at the place of
 Annual General Meeting on the date of the meeting.
 
                                                   (Rupees in Millions)
 
 Financial Results                         2010-11              2009-10
 
 Turnover                                  6108.05              5267.98
 
 Earning before Interest, Depreciation      578.56               520.73
 and Tax
 
 Interest                                 (143.43)              (81.60)
 
 Depreciation                              (58.49)              (37.54)
 
 Provision for Taxation                   (112.11)              (94.78)
 
 Profit after taxation for the year         264.53               306.81
 
 Profit / (Loss) Brought forward from       155.61             (151.20)
 the previous year
 
 Balance carried to Balance Sheet           420.14               155.61
 
 DIVIDEND
 
 With a view to conserve resources for working capital, your Directors
 do not recommend any dividend for the year ended March 31, 2011.
 
 PERFORMANCE OF THE COMPANY
 
 During the year under review, the turnover of the company has increased
 to Rs. 6108 Million from Rs. 5268 Million in the previous year.
 However, interest burden coupled with higher depreciation pulled
 Company''s Net Profits down.
 
 Despite intense competition in the domestic Transmission & Distribution
 business your Company ended the year with healthy order book of Rs.
 11,867 Million as compared to Rs. 8482 million in the previous year
 recording an increase of 39.91%.
 
 The government has huge investment plans in power segment with
 100,000mw of new generation capacities planned for next 5 years. Power
 generation as well as Transmission & Distribution segments is major
 market segment for your company.
 
 Your Company is in process of construction of fabrication unit in
 Chhattisgarh State Industrial Development Corporation Industrial Area,
 Chhattisgarh and commercial production is expected to commence by end
 of the current financial year.
 
 Considering huge potential for prefabricated steel structures in the
 fast growing infrastructure and with increased expenditure on
 infrastructure and power by the Government of India, opportunities are
 available for further growth.
 
 Barring unforeseen circumstances, your Directors expect better
 prospects for the company in the current financial year.
 
 SUBSIDIARY COMPANIES
 
 UB Infrastructure Limited, wholly owned subsidiary of your company has
 formed two Joint Venture Companies (SPV''S) viz Bhopal-Berasia- Sironj
 Highway Private Limited during the year under review and Sendhwa
 Khetia Road Development Company Private Limited during the current
 year for execution of road projects.
 
 UB Ostan (India) Private Limited Joint venture Company was formed for
 manufacture of injection moulds, injection moulding components etc.  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 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 includes financial information of the
 Subsidiaries.  Further, financial details of the Subsidiaries have been
 furnished separately forming part of the Annual Report.
 
 DIRECTORS
 
 Mr. B.K Agarwal was appointed as an Additional Director on August 12,
 2010 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. B.KAgarwal as a
 Director at the ensuing Annual General Meeting.
 
 Mr .B.N. Rath (Mr. Rath) resigned from the Board with effect from
 July 1, 2011. The Board wishes to place on record its appreciation for
 the valuable contribution made by Mr. Rath during his tenure as a
 Director of your Company.
 
 Mr. S.D. Lalla and Mr. B.Viswanath 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 Bombay Stock
 Exchange Limited (BSE) and National Stock Exchange of India Limited
 (NSE), Mumbai. The Listing fees for the year 2011-12 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 July 1, 2011, equity shares representing
 87.12 % of the equity share capital are in dematerialized 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. Branch Auditors for Sudan
 and Dubai branches will be appointed in consultation with the Statutory
 Auditors.
 
 AUDITORS'' REPORT
 
 With regard to the observations of the Auditors in their Audit Report,
 the relevant notes in Notes to Accounts Schedule L, Note No. 8 is
 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.
 
 PARTICUALRS OF EMPLOYEES
 
 No employee of the Company is drawing remuneration in excess of the
 limit prescribed under Section 217 (2-A) of the Companies Act, 1956
 read with the Companies (particulars of employees) Rules, 1975, as
 amended.
 
 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. 15 and 14 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
 
 Bangaluru 
 July 6, 2011