Directors Report of UB Engineering Ltd.

Mar 31, 2014

The Members,

The Directors have pleasure in presenting the Annual Report of your company, together with the Audited Accounts for the year ended March 31,2014.

(Rupees Million)

Financial Results 2013-14 2012-13

Turnover 3048.93 5803.73

(Loss ) / Profit before interest, (1212.92) 424.29 depreciation, amortization and tax

Less Finance cost 393.37 302.12

Less Depreciation and 104.29 112.04 amortization

Less provision for taxation NIL 2.00

(Loss) / profit after taxation for (1710.58) 8.13 the year carried to balance sheet

The Directors'' Report and financial statements have been prepared on basis similar to last year in view of clarification vide circular number 08/2014 dated 04/04/2014 issued by Ministry of Corporate Affairs.

DIVIDEND

In view of the loss for the year, your Directors are unable to recommend any dividend for the year ended March 31,2014.

PERFORMANCE OF THE COMPANY

The year under review continued to be tough and challenging. The turnover of the Company slumped from Rs.5804 million to Rs. 3049 million. The profitability of the operations was seriously affected by closure of few major contracts, increased finance cost coupled with inadequate bank facilities consequent to recall of facilities by Consortium banks.

The outstanding overdue payments and receivables in all segments of activities of the company has led to severe liquidity crunch. As a result, company is not in a position to honour its commitment to lenders / creditors.

The Company is making all out efforts to realize overdue accounts and retention monies. Further, discussion with prospective investor is under progress and if successful, significant funds would be infused into the company to revive the operations and restart the fabrication unit. The Management is confident of continuing business atleast at the same level as in previous year. Taking into account, the achievable business plan and anticipated inflow of funds, the financial accounts have been presented on principles applicable to going concern.

In view of low profitability of electrical contracts, your company is shifting its focus more towards mechanical erection contracts.

The MDA Report attached hereto covers operational jobs of various verticals viz Erection, EPC Mechanical, EPC Electrical and overhauling and Maintenance Service division besides Fabrication unit.

SUBSIDIARY COMPANIES

The consolidated Financial Statements are prepared in terms of Accounting Standards and Listing Agreements includes accounts of subsidiary and step down subsidiaries.

DIRECTORS

The Company has, pursuant to the provisions of Clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. M.S. Reddy as Independent Director of the Company. The Company has received declarations from the said independent Director of the Company confirming that he meets the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under the said Clause 49. In accordance with the provisions of Section 149(4) and proviso to Section 152(5) of the Companies Act, 2013, this Director is being appointed as Independent Director to hold office as per his tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting of the Company.

Ms. Tushita Patel was appointed as an Additional Director w.e.f. November 19, 2014 and will hold office till ensuing Annual General Meeting. Company has received notice from member for proposing her appointment as Director at ensuing Annual General Meeting.

A brief resume of the Directors proposed to be appointed/re-appointed is given in the Annexure to the Notice.

Mr. B.K. Agarwal, Mr. B. Viswanath resigned w.e.f. 3rd October, 2013 and 5th October, 2013.

Mr. N. Srinivasan, Mr. A. Harish Bhat and Mr. S.D. Lalla resigned w.e.f. 11th November, 2013, 13th November, 2013 and 19th November, 2013 respectively.

Mr. Mulraj Mody and Mr. Alfred Tuinman, Executive Director (Commercial) resigned w.e.f. 12th March, 2014 and 3 April, 2014.

AUDITORS

M/s. V.P. Mehta & Company, Chartered Accountants retire as Auditors of the Company at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. In terms of the provisions contained in the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 the appointment of Statutory Auditors is proposed for a period of three financial years commencing 2014-2015 to hold office from the conclusion of this Forty Third Annual General Meeting till the conclusion of Forty Sixth Annual General Meeting. Their appointment during the aforesaid term of three financial years shall be subject to ratification by the Members at subsequent Annual General Meetings.

AUDITORS'' REPORT

With regard to the observations of the Statutory Auditors in their Audit Report, the relevant notes in "Notes to Accounts" are self-explanatory besides observations in the Directors'' Report supra. 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 2014-15 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 March 31, 2014 equity shares representing 88.58% 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.

SECRETARIAL AUDIT

The Board has appointed M/s. Shekhar Ghatpande & Company practicing Company Secretary to carry out the secretarial audit for the financial year 2014-2015 as required under the Companies Act and Listing Agreement.

INDUSTRIAL RELATIONS

During the year under review, relations with the Unions / employees has remained cordial. 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.

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 alongwith a certificate of compliance from the Statutory Auditors of the Company.

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 Loss 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 for reasons explained earlier in this report.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the continued support from banks and financial institutions, shareholders, customers, suppliers, the group companies, business associates and employees.

For and on behalf of the Board of Directors

J.K. SARDANA MANAGING DIRECTOR

Place : Chennai Date : November 19, 2014

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Mar 31, 2013

To 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, 2013.

(Rs.Million) Financial Results 2012-13 2011-12

Turnover 5803.73 5318.43

Earnings before Interest, Depreciation & Amortisation and Tax 424.29 419.75

Less: Finance Cost 302.12 204.00

Less: Depreciation and Amortisation 112.04 90.92

Less: Provision for Taxation 2.00 91.50

Proft after taxation for the year carried to Balance Sheet 8.13 33.33

DIVIDEND

With a view to conserve resources for working capital, your Directors do not recommend any dividend for the year ended March 31, 2013.

PERFORMANCE OF THE COMPANY

Despite the adversities at the economic front in India, company has recorded turnover of Rs. 5804 million as compared to Rs. 5318 million in the previous year. The year under review was very challenging and tough amongst the adverse economic conditions faced by infrastructure and power sector.

The Management Discussion and Analysis report attached hereto comprehensively covers operational jobs of various verticals viz. Erection, EPC Mechanical, EPC Electrical and Overhauling & maintenance services divisions besides Fabrication unit.

The proftability of the Company''s operations was seriously affected by rising inputs and labour costs coupled with sluggish pace of execution resulting in lower fxed cost absorption besides challenging fnancial management. The outstanding overdue payments and receivables in all segments of activities of the Company has led to liquidity crunch and paucity of working capital. The Board of Directors expect operating team headed by the Managing Director and the Executive Director (Commercial) to seriously address the problems, put in place strategies to manage the situation and improve turnover and profitability of the Company going forward.

SUBSIDIARY COMPANIES

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss 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 Offce of the Company during business hours on any working day.

The consolidated Financial Statements prepared in terms of Accounting Standards and Listing Agreements include fnancial information of the Subsidiaries. Further, financial details of the Subsidiaries have been furnished separately forming part of the Annual Report.

DIRECTORS

Mr.J.K.Sardana was re-appointed as Managing Director of the Company for a period of two years with effect from May 30, 2013. The re-appointment and remuneration of Mr.J.K.Sardana, as Managing Director are subject to approval of the Members at this Annual General Meeting.

Mr. Alfred Tuinman and Mr. Mulraj Mody were co-opted as an Additional Directors with effect from June 13, 2013 and August 13, 2013 respectively. The Board appointed Mr. Alfred Tuinman as Executive Director (Commercial) without remuneration for a period of two years with effect from June 13, 2013 subject to approval of the Members at this Annual General Meeting.

Mr.K.K.Rai, Director resigned from the Board with effect from June 10, 2013. The Board places on record its appreciation of the contribution made during his tenure as a Director of the Company.

Mr.A.Harish Bhat and Mr.B.KAgarwal, Directors retire by rotation at this 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 2013-14 have been paid to both these stock exchanges.

DEPOSITORY SYSTEM

The trading in the equity shares of your Company is under compulsory dematerialisation mode. As on August 09, 2013 equity shares representing 88.48% 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 dematerialisation of your Company''s shares.

AUDITORS

M/s. V. p. Mehta & Company, your Company''s Statutory Auditors, are eligible for re-appointment at this Annual General Meeting and it is necessary to fix their remuneration.

AUDITORS'' REPORT

With regard to the observations of the Statutory Auditors in their Audit Report, the relevant notes in “Notes to Accounts" are self-explanatory.

INDUSTRIAL RELATIONS

During the year under review, relations with the Unions / employees has remained cordial.

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.

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 alongwith a certifcate of compliance from the Statutory Auditors of the Company.

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 fnancial 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 banks and financial institutions, shareholders, customers, suppliers, the group companies, business associates and employees.

For and on behalf of the Board of Directors

S.D.LALLA

CHAIRMAN

Mumbai August 13, 2013

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Mar 31, 2012

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

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Mar 31, 2011

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

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Mar 31, 2010

The Directors have pleasure in presenting the Annual Report of your company, together with the Audited Accounts for the year ended March 31, 2010.

FINANCIAL RESULTS

(Rs. Million)

Financial Results 2009-10 2008-09*

Turnover 5267.98 4531.06

Profit Before Taxation 401.59 285.16

Provision for Taxation (94.78) (73.79)

Profit after taxation for the year 306.81 211.37

Loss Brought forward from the previous year (151.20) (362.57)

Balance carried to Balance Sheet 155.61 (151.20)

* Previous year figures have been regrouped, wherever necessary.

DIVIDEND

With a view to conserve resources for working capital, your directors do not recommend any dividend for the year ended March 31, 2010.

PERFORMANCE OF THE COMPANY

During the year under review, the turnover of the company has increased to Rs.5267.98 Million from Rs.4531.06 Million in the previous year. The Company has produced an excellent financial results, with profit after taxation of Rs.306.81 Million. After wiping off of the accumulated losses of earlier years, the company has carried the balance profit of Rs. 155.61 Million to the Balance Sheet.

Your company ended the year with healthy order book of Rs.8482 Million as compared to Rs. 6001 Million in the previous year recording an increase of 41.34%.

With increased expenditure on infrastructure and power by the Government of India in recent budget 2010-11, good opportunities are forthcoming.

Barring exceptional circumstances, your Directors expect better prospects for the Company in current financial year.

SUBSIDIARY COMPANY

During current financial year, a company under the name and style of “UB Infrastructure Limited” was incorporated as a wholly owned subsidiary of the Company to carry on the business in the field of Infrastructure including construction of roads, highways, bridges etc. The said Company has plans to commence it’s operations during the current financial year.

DIRECTORS

Mr.B.N.Rath was appointed as an Additional Director on October 29, 2009 and in terms of section 260 of the Companies Act, 1956, 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.N.Rath as a Director at the ensuing Annual General Meeting.

The Board of Directors, at its meeting held on July 2, 2009, had reappointed Mr.J.K.Sardana as Executive Director of your Company for a period of 3 years with effect from May 30, 2010 and his terms of reappointment and remuneration payable with effect from July 1, 2009 to May 29, 2013 were approved by members at the last Annual General Meeting held on August 10, 2009. In recognition of his contribution to the overall growth of your Company, subject to approval of the members at the ensuing Annual General Meeting, the Board of Directors, at its meeting held on October 29, 2009, has appointed Mr. Sardana as “Managing Director” of your Company, pursuant to Section 269, read with Schedule XIII and other applicable provisions of the Companies Act, 1956, with effect from October 29, 2009 till May 29, 2013 on the same terms and conditions and remuneration as approved by the members at the last Annual General Meeting held on August 10, 2009.

Mr. Sudhir Goyal (“Mr. Goyal”) resigned from the Board with effect from June 16, 2010. The Board wishes to place on record its appreciation for the valuable contribution made by Mr. Goyal during his tenure as a Director of your Company.

Mr. S.D. Lalla 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 Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE), Mumbai. The Listing fees for the year 2010-11 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 June 18, 2010, equity shares representing 86.44 % 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. 1 and 9, 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. The Company has recruited around 300 skilled manpower during the year.

PARTICUALRS OF EMPLOYEES

Particulars of employees of the Company drawing an aggregate remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is annexed.

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, since it is not engaged in manufacturing activity. The particulars regarding foreign exchange earnings and expenditure are annexed as item No. 17 and 16 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 a Company’s Statutory Auditors. 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, on the treatment of notional appreciation in the value of certain fixed assets as general reserve instead of revaluation reserve and setting off arrears of deferred tax asset against notional general reserve as explained in Note No.1 of Schedule L - Notes to Accounts;

(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 and other business associates besides employees.

For and on behalf of the Board of Directors

S.D.LALLA CHAIRMAN Pune

June 24, 2010