Niraj Cement Structurals Ltd

Your Directors have pleasure in presenting the Annual Report along with the auditedstatement of Accounts for the year ended 31st March, 2010.

1. FINANCIAL RESULTS :

The highlights of the financial results for the Current financial year ended 31st March2010 are:

2. PERFORMANCE REVIEW:

During the year under review Income from Operations increased to Rs. 18472.40 lacs fromRs. 14040.91 lacs in the previous year. The company achieved operating profit of Rs.1106.40 lacs against Rs. 835.31 lacs in the previous year.

The Net Profit after charging interest, depreciation and deferred tax liability stoodat Rs.726.12 lacs.

3. DIVIDEND :

The Board of Directors has recommend to pay a dividend of Rs.0.50 per Equity Share on10342800 fully paid Equity Shares of Rs.10/-each for the financial year ended 31st March,2010 subject to the approval of the members.

During the previous year the Board had recommended a Dividend of Re. 1 per Equity sharewhich was reduced by the Shareholders in the Annual General Meeting to Re.0.50 per EquityShare.

4. OPERATIONAL PERFORMANCE:

There has been renewed emphasis on the need of Planned expenditure on theInfrastructure Development in the country coupled with the need to lead the country out ofthe Global recessionary trend.

During the year, the Company has being executing projects at Orissa, Jaipur, Indore,Haryana ; Ludhiana, Mangalore and Lucknow.

The turnover achieved during the year is Rs.18472.40 lakhs as compared to Rs. 14040.91lakhs during the previous year.

The Company has got orders under execution worth about Rs.1457/- crores in variousstage of execution and completion.

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO :

Information in accordance with the provisions of Section 217 (1) (E) of the CompaniesAct, 1956 read with Companies (Disclosure of particulars in the Report of the Board ofDirectors) Rules, 1988 regarding conservation of energy, technology absorption and foreignexchange earnings and outgo is not applicable to the company as it is primarily engaged inInfrastructure Projects and Civil Construction Activity.

6. DIRECTORS:

In accordance with the provisions of the Articles of Association of the Company, Mr.Akash Madan, Independent Director of the Company, retires by rotation and however, beingeligible, offers himself for reappointment at the ensuing Annual General Meeting of theshareholders of the Company. The brief resume of the Director as required under clause 49is attached to the notice.

7. PARTICULARS OF EMPLOYEES:

The information required u/s 217 (2A) of the Companies Act, 1956 read with theCompanies (Particulars of Employees) Amendment Rules, 1988 is not applicable as noemployee is in receipt of a remuneration in excess of Rs. 24.00 lakh during the year orpart thereof.

8. AUDITORS:

Mr. Ajay B. Garg, Chartered Accountants, the Auditor to the Company, retires at theensuing Annual General Meeting of the shareholders of the Company, and is however,eligible for re-appointment.

The Board of Directors have obtained a confirmation from him that, if re-appointed,their appointment will be within the limits prescribed under Section 224 (1 B) of theCompanies Act, 1956.

Yours Directors recommend his re-appointment as Auditor at the ensuing Annual GeneralMeeting.

9. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2A) of the Companies Act, as amended by the Companies Act,2000 the Directors confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards havebeen followed along with proper explanations relating to material departures, if any.

b. Appropriate accounting policies have been selected and applied consistently and havemade judgment and estimates that are reasonable and prudent, so as to give a true and fairview of the state of affairs of the company as on 31st March 2010 and of the Profit of theCompany for the year ended 31st March 2010.

c. Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act, 1956 for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities.

d. The annual accounts have been prepared on a going concern basis.

10. INTERNAL CONTROL SYSTEMS:

The Company has an adequate internal control system including suitable monitoringprocedures commensurate with its size and the nature of the business. The internal controlsystems provide for all documented policies, guidelines, authorization and approvalprocedures. The statutory auditors while conducting the statutory audit, review andevaluate the internal controls and their observations are discussed with the Auditcommittee of the Board.

11. PERSONNEL AND WELFARE:

Industrial Relations at all divisions of the company were very cordial throughout theyear.

Your Directors express their sincere appreciation for the dedicated efforts put in byall the employees and for their continued contribution for ensuring improved performanceof your company during the year.

12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review as required underClause 49 of the Listing Agreement is presented in a separate section forming part of theAnnual Report.

13. CORPORATE GOVERNANCE:

Your company attaches considerable significance to good Corporate Governance as animportant step towards building investor confidence and maximum long term shareholdervalue. Pursuant to Clause 49 of the Listing Agreement with the stock exchange, acompliance report on Corporate Governance has been annexed hereto as part of the AnnualReport. The company is in compliance with the requirements and disclosures that have to bemade in this regard. The Auditor's certificate on compliance with Corporate Governancerequirements by the company forms part of the said report.

14. FIXED DEPOSITS:

The Company has not accepted and /or renewed, during the year under consideration,fixed deposits from the public. The Company has not accepted any deposits from theDirectors and shareholders during the year under consideration.

There were no matured deposits, remained outstanding, unpaid or unclaimed, as at 31stMarch, 2010.

15. AUDITORS REPORT:

The observations made by the Auditors in their report has been clarified in therelevant notes forming part of the accounts, which are self explanatory and need nofurther elaboration.

16. ACKNOWLEDGEMENTS:

The Directors express their deep gratitude and thank to all government authorities,financial institutions, transfer agents, banks, consultants, solicitors, shareholders ofthe company for their continued support and encouragement. The Directors also place onrecord their profound admiration and sincere appreciation of the continued hard work putin by employees at all levels.