The directors have pleasure in presenting the 103rd Annual Report with
 Audited Statement of Accounts for the year ended 30th September 2011.
 
 1.  Performance for the Year in Retrospect:
 
                                            Year ended     Year ended
                                            30.09.2011     30.09.2010
                                            Rs in Lakhs     Rs in Lakhs
 
 Income:                                       96,435         69,368
 
 Profit before Depreciation,
 
 Interest, Exceptional Item
 and Exchange currency
 fluctuations                                   6,152          3,891
 
 Less:  Interest                                1,879            749
 
 Depreciation                                   1,589          1,335
 
 Exceptional Item                                 —              113
 
 Profit before Exchange
 
 Currency fluctuations                          2,684          1,694
 
 Less:  Exchange Currency
 
 Fluctuations Loss/(Gain)                         989           (496)
 
 Profit before Tax                              1,695          2,190
 
 * Less: Tax (Net)                                415            (39)
 
 Profit after Tax                               1,280          2,229
 
 Surplus brought forward from
 the previous year                             11,454          9,892
 
                                               12,734         12,121
 Appropriations:
 
 – General Reserve                                128            223
 
 – Proposed Dividend                              381            381
 
 – Income Tax on Proposed
 
 Dividend                                          62             63
 
 Surplus carried to
 
 Balance Sheet                                 12,163         11,454
 
 * In previous year, the PAT has the impact of the reversal of deferred
 tax liability created in earlier years upon final settlement of the
 dispute with Projects & Equipment Corporation (PEC) in the Matter of
 Cement Project at Padang Indonesia worth Rs 544 Lakhs.
 
 During the year under review the income of the Company showed growth
 from Rs 693.68 Crores to Rs 964.35 Crores.  This reflects a rise of 39%
 over the previous year. However, profit before tax declined from Rs
 21.90 Crores to Rs 16.95 Crores due to increase in fixed costs in
 respect of interest, depreciation, manpower and administrative costs,
 as well as foreign exchange currency fluctuations loss of Rs 9.89
 Crores.
 
 The profitability has also impact of low value addition on orders
 received in tough competition.
 
 2.  Current Year:
 
 The orders on hand as on 30.09.2011 were at Rs 2205 Crores as compared
 to Rs 2452 Crores as on 30.09.2010.
 
 3.  exports and Overseas Projects:
 
 During the year the Company achieved the export turnover of Rs 137
 Crores as against Rs 60 Crores, in the previous year. The export orders
 on hand as on 30.09.2011 are at Rs 576 Crores.  During the year, the
 Company executed orders for Sugar & Boiler projects in Ethiopia, Cement
 machinery in Tanzania and Mali.
 
 4.  Dividend:
 
 Your Directors are pleased to recommend Dividend for the financial year
 2010-2011 on Equity Shares of Rs 2/- each at Rs 1.00 per share equivalent
 to 50% (50% in the previous year) aggregating to Rs 380.70 Lakhs. The
 Dividend Distribution Tax thereon works out to Rs 61.76 Lakhs.
 
 5.  Management Discussion & Analysis:
 
 Detailed Management Discussion and Analysis is enclosed by way of
 Annexure ''A'' to this report.
 
 6.  Finance & Accounts:
 
 (i) Fixed Deposits:
 
 The fixed deposits received from the shareholders and the public,
 outstanding as on 30th September, 2011, were at Rs 0.70 Lakhs. Deposits
 due for repayment during the year have been paid in time and no
 deposits which were due for payment have remained unpaid as on 30th
 September, 2011.
 
 (ii) Income Tax Assessments:
 
 The Company''s Income Tax and Wealth Tax Assessments are completed up to
 the Assessment Year 2008-09.  Assessment for the Assessment year
 2009-10 is in progress. Various appeals before Appellate Authorities
 are being pursued.
 
 (iii) Auditors Report:
 
 Observations made by the auditors in Clause No. 4(vi) of their report
 are suitably clarified under Note No. D-3(iii) of schedule ''O'' forming
 part of the Accounts.
 
 7.  Human Resources Development:
 
 Your Company is a strong value based organization with a culture that
 promotes openness, empowerment and freedom to work. The organization
 believes that human capital is the key differentiator in business in a
 challenging and competitive environment. The Human Resource Practices
 of the Company are focused on Talent Identification, Induction,
 Development & Retention. In addition, to cater to the future growth of
 the business, we are working with a reputed HR consultant to
 restructure the organization and further improve HR processes within
 the Company. The Company received Best
 
 Human Response Award from Maharashtra Chamber of Commerce, Industries
 and Agriculture for it''s exemplary work in maintaining excellent
 employer employee relations and high ethical HR Practices.
 
 Learning & Development Capability:
 
 The Company undertakes continuous training & learning programs
 involving employees and officers. This includes programs to supplement
 / augment job related skills as well as programs to address the
 personality development aspects.
 
 8.  Directors'' Responsibility Statement:
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
 confirm that:
 
 (i) In preparation of the Annual Report, the Accounting Standards laid
 down by the Institute of Chartered Accountants of India have been
 followed.
 
 (ii) Appropriate accounting policies have been selected and applied
 consistently, reasonable and prudent judgment applied consistently, and
 estimates have been made so as to ensure that the accounts give a true
 and fair view of the state of affairs of your Company as at 30th
 September, 2011 and the profit of the Company for the year ended on
 that date.
 
 (iii) Proper and sufficient care has been taken for maintenance of
 appropriate accounting records in accordance with the provisions of the
 Act for safeguarding the assets of your Company and for preventing and
 detecting frauds and other irregularities.
 
 (iv) The annual accounts have been prepared on a going concern basis.
 
 (v) The observations of the Auditors in their Report to the members
 have been adequately dealt with in the relevant Notes to the Accounts.
 Hence, no additional explanation is considered necessary.
 
 9.  Corporate Governance:
 
 Your Company believes that Corporate Governance is the basis of
 stakeholder satisfaction. The Company is committed to maintain the
 highest standards of Corporate Governance and adhere to the Corporate
 Governance Requirements as set out by SEBI. Your Company has obtained a
 certification from K. S. Aiyar & Company, Chartered Accountants,
 Statutory Auditors, on compliance with clause 49 of the listing
 agreement. With a view to strengthen the Corporate Governance
 framework, the Ministry of Corporate Affairs has incorporated certain
 provisions in the Companies Bill 2009.  The Company is evaluating the
 feasibility of these guidelines for its progressive implementation.
 Corporate Governance is also related to Innovation and strategy, as the
 organization''s ideas of Innovation and strategies are driven to enhance
 stakeholder satisfaction. The Report of Corporate Governance along with
 Certificate from the auditors of the Company regarding compliance of
 conditions of corporate governance is enclosed by way of Annexure ''B''
 to this Report.
 
 10.  Social Responsibility:
 
 Over the years, the Company has taken and continues to take several
 initiatives in order to fulfill its corporate social commitments.
 
 Health:
 
 To create health awareness in the township and nearby villages, the
 Company continued to organize various health schemes during the year.
 This year, free orthopedic checkup camp, free health checkup camp, eye
 checkup camp and dental checkup for school children were organized.
 This year, the Ergonomic and Obesity sessions and Blood Donation Camps
 were also arranged.
 
 Education:
 
 The schools established by the Company continued to impart education up
 to Higher Secondary grade to children staying in Walchandnagar and the
 children staying in nearby villages.  The Company has kept the
 admission in the schools open for children from nearby villages in
 addition to children of employees.
 
 Environment:
 
 To maintain the pollution free atmosphere and to spread awareness about
 environment protection, we have undertaken tree plantation involving
 school children and other social institutes.  encouraging young talents
 in the sports field:
 
 As a part of our commitment to the Society, your Company has been
 sponsoring All-India Ranking National Tennis Tournaments in Pune for
 boys and girls below 16 years of age for the past 4 years.
 
 This year also this Tournament was held in Pune from 9th November to
 12th November 2011, wherein, prominent ranking tennis players
 participated from all over India.
 
 11.  energy, Technology & Foreign exchange:
 
 Pursuant to Section 217(1)(e) of the Companies Act, 1956 read with
 Companies (Disclosure of Particulars in the Report of Board of
 Directors) Rules 1988, information on conservation of energy,
 technology absorption, foreign exchange earnings and out-go is given in
 the Annexure `C'' to this Report.
 
 12.  Personnel:
 
 Employee relations remained harmonious and satisfactory during the year
 and your Board would like to place on record sincere appreciation for
 sustained efforts and valued contribution towards growth initiative
 made by all the employees of the Company. New Wage Settlement Agreement
 entered into with Union in May 2011 for a period of 3 years.
 
 Information as per amended Section 217(2A) of the Companies Act, 1956
 read with Companies (Particulars of Employees) Rules, 1975, forms part
 of this Report. As per the provisions of Section 219(1)(b)(iv) of the
 Act, the Directors'' Report and accounts are being sent to the
 shareholders excluding the statement giving particulars of employees
 under Section 217(2A) of the Act.
 
 The copy of the said statement is available at the Registered Office
 for inspection. Any shareholder interested in obtaining a copy of the
 statement, may write to the Company Secretary at the Registered Office
 of the Company.
 
 13.  Subsidiaries:
 
 The Company does not have any subsidiary.
 
 14.  Directors:
 
 In accordance with the provisions of Companies Act, 1956 and Article
 149 of the Articles of Association of the Company, Mr. A. U.
 Rijhsinghani and Mr. Chakor L. Doshi are due to retire at the 103rd
 Annual General Meeting and they being eligible offer themselves for
 reappointment.
 
 During the year, Ms. Arati H. Vissanji and Mr. S. B. Das have resigned
 from the directorship of the Company w.e.f.  05.04.2011 and 23.08.2011
 respectively. The Board places on record its appreciation of the
 valuable contribution made by Ms. Arati H. Vissanji and Mr. S. B. Das
 during their association with the Company as Independent Non-Executive
 Directors.
 
 15.  Auditors:
 
 M/s. K.S. Aiyar & Co., Chartered Accountants, Auditors of the Company
 will retire at the ensuing Annual General
 
 Meeting and they being eligible have offered themselves for
 reappointment. The members are requested to appoint the Auditors and
 authorize the Board to fix their remuneration.
 
 16. Acknowledgement:
 
 Your Directors place on record their sincere appreciation of the
 assistance and co-operation that the Company has been receiving from
 the banks from time to time.
 
 Your Directors also would like to thank the customers, suppliers and
 the shareholders, for their continued support and co-operation.
 
                            For & on behalf of the Board of Directors
  
                                                      Chakor L. Doshi
 
                                                             Chairman
 
 Registered Office:
 
 3, Walchand Terraces,
 
 Tardeo Road,
 
 Mumbai 400 034.
 
 Date : 22nd November, 2011