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Directors Report of Ahluwalia Contracts (India) Ltd.

Mar 31, 2016

To the Members,

The Directors have pleasure in presenting the 37th Annual Report of your Company together with the Audited Financial Statements for the financial year ended 31st March, 2016.

1. FINANCIAL HIGHLIGHTS

Financial Summary and performance highlights of your Company, for the financial year ended 31st March, 2016 on standalone Basis, are as follows:

(Rs. in Lacs)

FINANCIAL

Year Ended

Year Ended

31.03.2016

31.03.2015

Gross Income

1,26,316.11

1,07,161.27

Profit before Interest and Depreciation

16642.36

12102.83

Less: Interest

2720.96

3308.81

Less: Depreciation

2005.86

2117.53

Profit/(Loss) before Tax

11915.54

6676.49

Less: Provision for Taxation

3474.40

262.72

Profit/(Loss) after Tax

8441.14

6413.78

Balance of profit/Loss brought forward for appropriation

24097.20

17,683.42

Less: Transfer to General Reserves

0.00

0.00

Balance Carried Forward to Balance Sheet

32538.34

24097.20

Previous year’s figures have been regrouped/ rearranged wherever considered necessary.

2. OPERATIONS

During the year ended March 31, 2016, your Company has achieved a Total turnover of Rs. 1263.16 Crores as compared to Rs. 1071.60 Crores in the previous year, thereby increasing by 17.88% as compared with previous year. The Company has earned a net Profit of Rs. 84.41 Crores as against the profit of Rs. 64.14 Crores in last year. The earnings per share (EPS) for the financial year 2015-16 stood at Rs. 12.60 against Rs. 10/- during previous year. On consolidated basis, the total income of your company and its subsidiaries stands at Rs. 1263.16 Crores.

3. FUTURE OUTLOOK

Our focus on building new age Construction that will transform the face of India- our future growth charter is strategically mapped to deliver value, not only for the organization and stakeholders, but also for nation at large.

During the year and till the date of report, details of change in the Board of Directors and the Key Managerial Personnel are as below:

Name

Designation

Date of Appointment/ Re-Appointment

Date of Resignation

Date of change in designation

Mr. Bikramjit Ahluwalia DIN 00304947

Managing Director

30-03-2015

N.A.

N.A.

Mr. Shobhit Uppal DIN 00305264

Dy. Managing Director

30-03-2015

N.A.

N.A.

4. DIVIDEND

In order to conserve the resources of the Company for future growth, your Directors have not recommended any dividend for the financial year ended March 31, 2016.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of Section 203 of the Act, the following are designated as Key Managerial Personnel of your Company by the Board:

- Mr. Bikramjit Ahluwalia, Managing Director

- Mr. Satbeer Singh, Chief Financial Officer

- Mr. Vipin Kumar Tiwari, Company Secretary

Mr. Vinay Pal, Whole Time Director is liable to retire by rotation in the ensuing Annual General Meeting and being eligible offer himself for re-appointment. Your Directors recommend his re-appointment as director in the forthcoming Annual general Meeting of the Company.

Name

Designation

Date of Appointment/ Re-Appointment

Date of Resignation

Date of change in designation

Mr. Vinay Pal DIN 02220101

Whole Time Director

13-08-2015

N.A.

N.A.

Mr. Arun Kumar Gupta DIN 00371289

Director

14-08-2014

N.A.

N.A.

Mr. S. K. Chawla DIN 00048001

Director

14-08-2014

N.A.

N.A.

Dr. Sushil Chandra DIN 00202167

Director

14-08-2014

N.A.

N.A.

Ms. Mohinder Kaur Sahlot DIN 01363530

Director

30.03.2015

N.A.

30.09.2015

Mr. Satbeer Singh

Chief Financial Officer

30.03.2015

N.A.

N.A.

Mr. Vipin Kumar Tiwari

Company Secretary

31-10-2004

N.A.

N.A.

The Board has laid down separate Codes of Conduct for Directors and Senior Management personnel of the Company and the same are posted on the Company’s website at http://www.acilnet.com. All Board Members and Senior Management personnel have affirmed compliance with the Code of Conduct. The Managing Director has also confirmed and certified the same. The certification is enclosed at the end of the Report on Corporate Governance.

In accordance with the provisions of section 149 of the Companies Act, 2013 all the independent directors are non-rotational. The details of the familiarization programmes for Independent Directors are disclosed on the Company’s website http://www.acilnet.com

6. DECLARATION OF INDEPENDENCE

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued there under as well as the SEBI (LODR) Regulations, 2015.

7. DISCLOSURE OF COMMISSION PAID TO MANAGING OR WHOLE TIME DIRECTORS

There is no commission paid or payable by your company to the managing director or the whole time director.

8. MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, the Board met five times on 21.05.2015, 13.08.2015, 09.11.2015, 12.01.2016 & 12.02.2016.

The details of attendance of Directors in these meetings are given separately under Corporate Governance Report.

9. COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following Committees constituted by the Board function according to their respective roles and defined scope:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

- Corporate Social Responsibility Committee

COMPOSITION OF THE COMMITTEE OF THE BOARD OF DIRECTORS OF THE COMPANY IS AS BELOW: AUDIT COMMITTEE

1. Mr. Arun K. Gupta - Chairman (Non-executive Independent Director)

2. Mr. Shobhit Uppal - Member (Executive Director)

3. Mr. Vinay Pal - Member (Executive Director)

4. Mr. S K Chawla - Member (Non-executive Independent Director)

5. Dr. Sushil Chandra - Member (Non-Executive Independent Director)

During the year under review, all the recommendations of the Audit Committee were accepted by the Board.

STAKEHOLDERS RELATIONSHIP COMMITTEE

1. Mr. S.K. Chawla - Chairman

(Non-Executive Independent Director)

2. Mr. Shobhit Uppal - Member (Executive Director)

3. Dr. Sushil Chandra -

Member (Non-Executive Independent Director)

NOMINATION AND REMUNERATION COMMITTEE

1. Mr. S K Chawla Gupta - Chairman (Non-Executive Independent Director)

2. Mr. Arun K Gupta - Member (Non-Executive Independent Director)

3. Dr. Sushil Chandra - Member (Non-Executive Independent Director )

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

1. Dr. Sushil Chandra - Chairman (Non-Executive Independent Director)

2. Mr. Shobhit Uppal - Member (Executive Director)

3. Mr. Arun K. Gupta - Member (Non-Executive Independent Director)

The terms of reference & details of meetings of these Committees and their attendance are given separately under Corporate Governance Report.

10. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 and the listing agreement, the Board has carried out an annual evaluation of its own performance, performance of the Directors individually as well as the evaluation of the working of its Committees. Feedback was sought from Directors about their views on the performance of the Board covering various criteria. Feedback was also taken from directors on his assessment of the performance of the other Directors. The Nomination and Remuneration Committee (NRC) then discussed the above feedback received from all the Directors. Based on the inputs received, the Chairman of the NRC also made a presentation to the Independent Directors at their meeting, summarizing the inputs received from the Directors as regards Board performance as a whole, and of the Chairman. Post the meeting of the Independent Directors, their collective feedback on the performance of the Board (as a whole) was discussed by the Chairman of the NRC with the Chairman of the Board.

Every statutorily mandated committee of the Board conducted a self-assessment of its performance and these assessments were presented to the Board for consideration. Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. Feedback was provided to the Directors, as appropriate. Significant highlights, learning and action points arising out of the evaluation were presented to the Board.

11. REMUNERATION POLICY FOR THE DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued there under and the SEBI (LODR) Regulations, 2015 and the listing agreement, the Board of Directors of the Company has formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee.

The Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters is set-out in Annexure-I to this Report.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The information in accordance with the provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are as follows:

(A) Conservation of Energy

(i) The steps taken or impact on conservation of Energy

We continue to strengthen our energy conservation efforts. The Company has established an automatic system at all the offices of the Company to switch off the lights and the monitors when not in use.

(ii) The steps taken by the Company for utilizing alternate sources of energy

The Company has installed LED Lighting systems for external signage.

(iii) The capital investment on energy conservation equipment’s

Our Company has invested in VRV Air-conditioning System, which will help reduce electricity requirement of the company and thus save electricity expenses.

(B) Technology absorption

(i) The efforts made towards technology absorption

From the technology infrastructure perspective, all the desktops and laptops that the Company uses are "Energy Star” certified. On top of that, we have configured policies which put the PC and monitors in a sleep mode after a pre-determined period of no-usage to conserve energy.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution

By adapting to these measures, the company has been able to reduce its energy consumption thereby reducing the cost of electricity etc. However, the exact cost reduction is not quantifiable.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

We don’t specifically import any technology for energy consumption.

(iv) The expenditure incurred on Research and Development

Company has set up - IT Store and IT Server Software. These are maintaining our large accounts and receiving a good feedback. Since it is an integral part of our continuous effort for improving our IT Technology, no research and development expenditure is separately allocated.

13. SUBSIDIARY COMPANIES

The Company has five subsidiaries as on March 31, 2016. There are no associate companies or joint venture companies within the meaning of section 2(6) of the Companies Act, 2013 (“Act”). There has been no material change in the nature of the business of the subsidiaries.

Pursuant to provisions of section 129(3) of the Act, a statement containing salient features of the financial statements of the Company’s subsidiaries in Form (AOC-1) Annexure -I is attached to the financial statements of the Company.

Further, pursuant to the provisions of section 1 36 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company i.e. www.acilnet.com. These documents will also be available for inspection during business hours at our registered office.

14. PARTICULARS OF EMPLOYEES AND REMUNERATION

A statement containing the information required under Section 197(12) of the Companies Act, 2013, and Rule 5(1), 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended vide notification dated 30th June, 2016 forms part of the Board’s report as Annexure-II.

15. RELATED PARTY TRANSACTIONS & PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In line with the requirements of the Companies Act, 2013 and the Listing Agreement, the Company has formulated a Policy on Related Party Transactions and the same is uploaded on the Company’s website: http://www.acilnet. com . Details of Related Party Transactions as per AOC-2 are provided in Annexure-III.

16. PARTICULARS OF LOANS, INVESTMENTS AND GURANTEES

The details of Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report.

17. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 of the Act and Rule 12 of The Companies (Management and Administration) Rules, 2014, the extract of Annual Return in Form MGT-9, is provided in Annexure-IV.

18. AUDITORS AND AUDITORS’ REPORT

M/s. Arun K. Gupta & Associates, Chartered Accountants [Registration No.000605N] have been appointed as the Statutory Auditors of the Company in the 35th Annual General Meeting of the Company held on September 30, 2014, to hold the office till the conclusion of 38th Annual General Meeting of the Company, subject to the ratification of shareholders at every Annual General Meeting.

Further, the ratification in respect with the appointment of M/s. Arun K. Gupta & Associates, Chartered Accountants as the Statutory Auditors of the Company for the Financial Year 2016-17 is proposed in the ensuing Annual general Meeting of the Company.

The Auditors’ Report for the financial year 2015-16, does not contain any qualification, observation or adverse remarks and accordingly no comments required by your Board of Directors on the same.

19. SECRETARIAL AUDIT

Mr. Santosh Kumar Pradhan, Practicing Company Secretary (C.P. No. 7647) had been appointed by the Board upon the recommendation of the Audit Committee to undertake the secretarial audit of the Company for the financial year ended on March 31, 2016. The secretarial audit report is annexed herewith as an Annexure-V which forms an integral part of this report. The said report does not contain any qualification, reservation or adverse remarks or disclaimer.

20. COST RECORDS AND COST AUDIT REPORT

On the recommendation of Audit Committee, the Board of Directors in its meeting held on 24th May, 2016 has appointed M/s Jitender Navneet & Company, Cost Accountants (FRN: 000119) as the Cost Auditor of the Company for the financial year 2016-17 on the aggregate remuneration of Rs. 2.00 Lacs (Rupees Two Lacs only) plus taxes, as applicable and out of pocket expenses, in accordance with the provisions under Section 148 of the Companies Act, 2013 read with rules made there under.

21. INTERNAL CONTROL SYSTEMS AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has a proper and adequate system of internal controls. This ensures that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The report of the statutory auditors on the Internal Financial Control of the Company is part of the Auditors Report on the annual Financial Statement of the Company for the financial year ended 31st March, 2016.

The Company has also an Audit Committee, who interacts with the Statutory Auditors, Internal Auditor and Management in dealing with matters within its terms of reference.

22. RISK MANAGEMENT

Your Directors has adopted a Risk Management Policy for the Company. The Audit Committee of the Company reviews the risks involved in the Company from time to time, if any, and takes appropriate measures to minimize the same. The Audit Committee ensures that the policy for risk management is adopted across the Company.

The copy of Risk Management Policy is uploaded on website of the Company at http://www.acilnet.com

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment. Your Company, through its risk management process, strives to contain impact and likelihood of the risks within the risk appetite as decided by the management.

There are no risks which in the opinion of the Board threaten the existence of your Company.

23. VIGIL MECHANISM

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior.

Pursuant to Section 177(9) of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 and the listing agreement, a vigil mechanism was established for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy. The copy of vigil mechanism policy is uploaded on the website of your company at http://www.acilnet.com

24. CORPORATE GOVERNANCE

In pursuance of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance has been incorporated in the annual report for the information of the shareholders. A certificate from a Practicing Company secretary regarding compliance of the conditions of Corporate Governance as stipulated under the said regulations also forms a part of the annual report.

25. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

Your Company’s Code of Conduct for Prevention of Insider Trading covers all the Directors, senior management personnel, persons forming part of promoter(s)/promoter group(s) and such other designated employees of the Company, who are expected to have access to unpublished price sensitive information relating to the Company. The Directors, their relatives, senior management personnel, persons forming part of promoter(s)/promoter group(s), designated employees etc. are restricted in purchasing, selling and dealing in the shares of the Company while in possession of unpublished price sensitive information about the Company as well as during the closure of trading window.

The Board of Directors has approved and adopted the Code of Conduct to Regulate, Monitor and Report Trading by Insiders in line with SEBI (Prohibition of Insider Trading) Regulation, 2015 and the same can be accessed on the website of the Company - http://www.acilnet.com

Your Board of Directors has also approved the Code for Fair Disclosure and the same can be accessed through the following link: http://www.acilnet.com

26. CORPORATE SOCIAL RESPONSIBILITY

Ahluwalia is committed to improve quality of lives of people in the community. The Board has constituted a Corporate Social Responsibility Committee headed by Dr. Sushil Chandra as Chairman, with Shobhit Uppal and Mr. Arun K Gupta as Members. The Company has framed its CSR Policy in compliance with the provisions of the Companies Act, 2013 and the same is placed on the Company’s website at the web link: http://www.acinet.com. During the year under review, the Company was not required to spend any amount against CSR and hence the details are not required to be attached. The Company is required to spent a minimum of 2% of its average net profits for the last three financial years during this financial year.

27. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future. However, Ministry of Corporate Affairs has initiated inspection under Section 209A of the Companies Act, 1956 for the financial year 2010-11 to 2014-15. Pursuant the said inspection the MCA had issued letter to the Company in respect of certain violations under Companies Act, 1956 and 2013. The Company has replied or explained to the MCA as per provisions of the Companies Act,2013.

28. MATERIAL CHANGES & COMMITMENTS SUBSEQUENT TO THE BALANCE SHEET DATE

In terms of Section 134(3)(l) of the Companies Act, 2013, no material changes and commitments which could affect the Company’s financial position have occurred between the end of the financial year of the Company and date of this report.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has always believed in providing a safe and harassment free workplace for every individual working in Ahluwalia Contracts (India) ltd premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place robust policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees as well as contractors and lays down the guidelines for identification, reporting and prevention of sexual harassment. There is Internal Complaint Committee (ICC) which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy. ICC has its presence at corporate office as well as at site locations.

During the year ended 31st March, 2016, the ICC has not received any complaints pertaining to sexual harassment.

30. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Directors confirm that:

a. in the preparation of the annual accounts for the financial year ended 31st March, 2016, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March, 2016 and of the profit and loss of the Company for the financial year ended 31st March, 2016;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a ‘going concern’ basis;

e. proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

31. STOCK EXCHANGE LISTING

The shares of the Company are listed on BSE Limited (BSE), National Stock Exchange of India Limited and Calcutta Stock Exchange Association (CSE). The listing fee for the financial year 2016-17 has been paid to BSE, CSE and National Stock Exchange of India Limited.

32. SHARE CAPITAL

The Company has only one kind of Shares i.e. Equity shares with same voting rights.

During the year under review, the issued, subscribed and paid-up capital stood at Rs. 13.40 Crores as at March 31, 2016.

33. PUBLIC DEPOSITS

During the year under review, your company has neither invited nor accepted any public deposits from the public.

34. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarization programme aims to provide Independent Directors with the scenario of Engineering, Procurement and Construction Industry, the business model, the socio-economic environment in which the Company operates, the operational and financial performance of the Company. The familiarization programme also seeks to update the Independent Directors with their roles, rights, responsibilities, duties under the Act and other statutes. The policy on Company’s familiarization programme for Independent Directors is also posted on the Company’s website at www.acilnet.com

35. CREDIT RATING

The Company’s financial discipline and prudence is reflected in the strong credit ratings prescribed by rating agencies as given below:

Facilities

Rating

Long Term Facilities Long Term/ Short Term Facilities

CARE A - (Single A Minus) CARE A- / CARE A2

(Single A Minus/A two plus)

36. CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Companies Act, 2013 (“the Act”) and Accounting Standard (AS)-21 on Consolidated Financial Statements read with AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

37. HUMAN RESOURCES (HR)

Your Company firmly believes that employees are corner stone of the organization and investing in them thoughtfully and strategically reaps rewards that pay-off in the long run, through regular training and skill enhancement program,

Your Company strives to bring congruence between personal career goals of the employees and overall objective of the organization. Your Company has put in comprehensive system in place for identifying and addressing various training needs at all the levels of the organization. Your Company believes this will help in creating challenges and empowering work environment that rewards dedication and work ethics to our employees. Your Company also organizes focused developmental programs to build and strengthen employees technical/functional and behavioral competencies across levels of our organization. These training programs include self-awareness, personal effectiveness, managerial competencies, project management, formwork, skills up-gradation etc.

Your Company continues to conduct engagement programs for employees and their families like medical check-up, yoga sessions, blood donation, sports tournaments, celebrating festivals, distribution of long service awards etc.

38. THE FOREIGN EXCHANGE EARNING & OUTGO OF THE COMPANY IS AS FOLLOWS

Current Year (Rs.in Lacs)

Previous Year (Rs.in Lacs)

FOREIGN EXCHANGE EARNINGS AND OUTGO

NIL

NIL

Foreign Exchange Outgo

a. Raw Material

1760.27

NIL

b. Capital Goods

318.45

NIL

c. Advance Payment for Raw Materials

NIL

NIL

d. Advance Payment for Capital Goods

NIL

NIL

e. Travelling Expenses

10.16

6.88

f. Consultancy Charges/ Technical Fee

128.84

107.97

39. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The company has, during the year under review, transferred a sum of '' 1,96,742.70 to Investor Education and protection fund, in compliance with provisions of the Companies Act, 2013. The said amount represents dividend for the year 2007-08 which remained unclaimed by the shareholders of the company for period exceeding 7 years from its due date of payment.

40. GENERAL

Your Board of Directors further confirms that (a) Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise; and, (b) there is no scheme in your Company to finance any employee to purchase shares of your Company.

41. ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees, support and co-operation extended by the valued business associates and the continuous patronage of the clients of the Company.

On behalf of the Board of Directors

Sd/-

Regd. Office (BIKRAMJIT AHLUWALIA)

Plot No. A-177, Chairman & Managing

Okhla Industrial Area Phase-I, Director

New Delhi - 110 020 DIN No. 00304947

Dated: 12.08.2016


Mar 31, 2015

Dear Shareholders,

The Directors are pleased to present the 36th Annual Report and company's audited financial statement for the financial year ended 31st March, 2015.

Financial Results

(Rs. In Lacs) YEAR ENDED YEAR ENDED Particulars 31-03-2015 31-03-2014

Gross Income 1,07,161.27 97,477.48

Profit before Interest and Depreciation 12102.83 6549.85

Less: Interest 3308.81 3154.15

Less: Depreciation 2117.53 1215.52

Profit/(Loss) before Tax 6676.49 2179.81

Less: Provision for Taxation 262.72 5.00

Profit/(Loss) after Tax 6413.78 2174.81

Balance of profit/Loss brought forward for appropriation 17,683.42 15508.60

Less: Transfer to General Reserves 0 0

Balance Carried Forward to Balance Sheet 24097.20 17683.42

OPERATIONS

During the year ended March 31, 2015, your Company has achieved a Total turnover of Rs. 1071.60 Crores as compared to Rs. 974.77 Crores in the previous year, thereby increasing by 9.93% as compared with previous year. The Company has earned a net Profit of Rs. 64.14 Crores as against the profit of Rs. 21.75 Crores in last year. The earning per share (EPS) for the financial year 2014-15 stood at Rs. 10/- against Rs. 3.47/- during previous year. On consolidated basis, the total income of your company and its subsidiaries stands at Rs. 1071.67 Crores.

FUTURE OUTLOOK

Our focus on building new age Construction that will transform the face of India- our future growth charter is strategically mapped to deliver value, not only for the organization and stakeholders, but also for nation at large.

DIVIDEND

In order to conserve the resources of the Company for future growth, your Directors have not recommended any dividend for the financial year ended March 31, 2015.

TRANSFER TO RESERVES

During the year under review, Rs. 2.45 Crores was adjusted to General Reserves of the Company against Depreciation on transitional period as per Sch. II of the Companies Act, 2013.

SHARE CAPITAL

The Company has only one kind of Shares i.e. Equity shares with same voting rights.

During the year under review, the issued, subscribed and paid-up capital stood at Rs. 13.40 Crores as at March 31, 2015 against Rs. 12.55 Crores as at 31st March, 2014.

During the year under review, the Company has issued & allotted 42.25 lac equity shares of Rs. II- each at an issue price of Rs. 118/- per share to Mr. Bikramjit Ahluwalia & Mrs. Sudershan Walia Promoters of the Company on preferential basis on December 5,2014. Further, the Company has neither allotted any sweat equity shares nor does any buy back of shares during the year under review.

SUBSIDIARIES

As on March 31, 2015, the Company has five subsidiary companies namely Premsagar Merchants Pvt. Ltd., Splendor Distributors Pvt. Ltd., Jiwanjyoti Traders Pvt. Ltd., Dipesh Mining Pvt. Ltd. and Paramount Dealcomm Pvt. Ltd. There has been no material change in the nature of the business of the subsidiaries and there is no company which have become or ceased to become subsidiary, joint-venture or Associate Company during the year under review.

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format Annexure-I AOC1 is attached to the financial statements of the Company.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website www.acilnet.com. These documents will also be available for inspection during business hours at our registered office.

PUBLIC DEPOSITS

During the year under review, your company has neither invited nor accepted any public deposits from the public.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as present in Industry. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Practicing Company Secretary of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement entered with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

LISTING WITH STOCK EXCHANGES

The equity shares of the Company continue to remain listed with the National Stock Exchange of India Limited (NSE), Bombay Stock Exchange Limited (BSE) and Calcutta Stock Exchange (CSE). The Listing fees payable to all the exchanges for the financial year 2015-16 have been paid. (As per the Direction & Circular of the SEBI -Jaipur Stock Exchange (JSE) & Delhi Stock Exchange (DSE) ceased to be exchanges and hence listing fees has not been paid to these Stock Exchanges.)

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The composition, terms of reference etc. of the CSR Committee are laid out in the Corporate Governance Report which forms part of this Annual Report. Further, the CSR policy of the Company has been uploaded on to the Company website www.acilnet.com. The said policy coming into force of the Companies Act, 2013 relating to corporate social responsibility, however, has resulted in a re-conceptualization of the term in Applicability by the Company in order to align it with the new legislation, as a consequence of which no part of the expenditure earlier believed to be CSR qualifies as such. This has led to the Company not being able to meet the requirements of minimum spend of two percent of the average net profits of the Company for the three immediately preceding financial years, in pursuance of the CSR Policy of the Company, during the financial year under review.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as Annexure-2 to the Board's Report.

DIRECTORS AND KEY MANAGERIALPERSONNEL

During the year under review, Mr. Bikramjit Ahluwalia was re-appointed as the Managing Director of the Company for a period of 3 years upto 31st March, 2018. His appointment was also approved by the members through Postal ballot. Further, Mr.Shobhit Uppal, Dy. Managing Director was also re-appointed for a period of three years upto 31st March, 2018.

Mrs. Mohinder Kaur Sahlot, who was appointed as an additional director in the category of an Independent & Women Director with effect from March 30, 2015, who shall not liable to retire by rotation. Her appointment is to be ratified by the Shareholders in the forthcoming Annual General Meeting of the Company.

During the period under review, Mr. Sunil Kumar Sachdeva is appointed as Chief Financial Officer (CFO) of the Company by the Board on 30/05/2014 and also resigned from Chief Financial Officer (CFO) of the Company w.e.f. Oct. 1, 2014. Subsequently, Mr. Satbeer Singh was appointed as Chief Financial Officer (CFO) of the Company w.e.f 30.03.2015.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr.Vinay Pal, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment.

NUMBER OF MEETINGS OF THE BOARD

The Board met Eight times during the financial year under review viz; on May 9,2014, May 30,2014, July 1, 2014, August 14,2014, November 14, 2014, December 5, 2014, February 12,2015 and March 30,2015. The necessary quorum was present in all these meetings. The intervening gap between any two meetings was not more than one hundred and twenty days as prescribed by the Companies Act, 2013. The composition of the Board, details of these meetings and the attendance in these meetings are given separately under the Corporate Governance report, which forms part of this report.

Further a separate meeting of the Independent Director of the Company was also held on 31-03-2015, whereat the prescribed items enumerated under Schedule IV of the Companies Act, 2013 and clause 49 of the listing agreement were discussed.

COMMITTEES OF THE BOARD

The Board has six committees viz; Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee, Corporate Social Responsibility Committee, Whistle Blower Committee and Risk Management Committee.

The details pertaining to the composition of above committees & their meetings are given separately under the Corporate Governance Report, which forms part of this report.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub section (3) of Section 178 of the Companies Act, 2013, adopted by the Board, has been separately disclosed in the corporate governance report, which forms part of the Board's Report.

BOARD EVALUATION

In pursuance to the provisions of the Companies Act,2013 and clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of committees. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, board meetings and effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the compliance with the terms of reference of the committees, composition of committees, functions and duties, committee meetings & procedures, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings, attendance, independent judgment etc. In addition, the Chairman was also evaluated on the basis of criteria such as leadership, managing relationship, conducting board meetings etc.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated.

taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the Board, its committees and individual directors was discussed.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put upon the website of the Company at the link: www.acilent.com

DECLARATION OF INDEPENDENT DIRECTORS

The Company has received necessary declarations from each of the independent directors that he/she meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 read with Clause 49 of the Listing Agreement.

MATERIAL CHANGES AND COMMITMENTS SUBSEQUENT TO THE BALANCE SHEET

During the year under review, there was no change in the nature of business of the Company.

The Company has re-appointed Mr. Vinay Pal, Whole Time Director of the Company w.e.f. 14.08.2015

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a 'going concern' basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that Such internal financial controls are adequate and are operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDITORS AND AUDITORS' REPORT

STATUTORY AUDITORS

M/s. Arun K Gupta & Associates, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

COST AUDITORS

The Board has appointed M/s Jitender Navneet & Co. Cost Accountants 2-D, OCS Apartments, Mayur Vihar- Phase-1 Delhi-110091 as the cost auditors for conducting the audit of cost records of the Company for the financial year 2015-16. The Cost Audit Report for Financial Year 2014-15 would be filed with the Central Government within the stipulated time period.

SECRETARIAL AUDITOR

The Board has appointed Mr. Santosh Kumar Pradhan, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure-3tothis Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement. (Please refer to Note 13,15 and 37 to the standalone financial statement).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had entered seven contracts / arrangement / transaction with related parties which could not be considered material in accordance with the policy of the Company on materiality of related party transactions. The Board of Directors has considered and approved all contracts and arrangements in the ordinary course of business of the company and nothing material in value of transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: http://www.acilnet.com

Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure-4 in Form AOC-2 and the same forms part of this report.

Your Directors draw attention of the members to Note 42 to the financial statement which sets out related party disclosures.

RISK MANAGEMENT

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate Risk management infrastructure in place capable of addressing those risks. A Risk management Policy was reviewed and approved by the Committee.

The Company has introduced several improvements to Integrated Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities. This integration is enabled by all three being fully aligned across wide Risk Management, Internal Control and Internal Audit methodologies and processes.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material Weakness in the design or operation were observed.

INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition and Insider Trading) Regulation, 2015, as recommended from time to time, the code of conduct for prevention of insider trading is in force in your company. The Board of Directors of the Company has adopted the Code of practices and procedures for fair disclosure of unpublished price sensitive information in compliance with Chapter IV of the said Regulations.

VIGIL MECHANISM

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliances. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Whistle Blower Committee or to the Chairman of the Audit Committee.

During the year under review, no employee was denied access to the Audit Committee.

The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website at the link: www. acilnet.com

CREDIT RATING

The Company's financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies as given below:

Facilities Rating Remarks

Long Term Bank CARE A- (Single A Revised from CARE Facilities Minus) BBB (Triple B Plus)

Long/Short Term CARE A- / CARE Revised from CARE Bank Facilities A2 (Single A BBB /A3 (Triple B Minus/A Two Plus/A Triple Plus) Plus)

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

HUMAN RESOURCES (HR)

The Human Resources Department creates, encourages. and maintains an environment that supports, develops and sustains the well-being of Ahluwalia Contracts (India) Ltd. employees and broader community. We do this by being a knowledgeable, approachable, professional resource in providing quality services in the areas of employee relations, benefits, recruitment and retention, organizational development, compensation, and human resource information management. We will seek to implement human resource best practices and innovative human resource solutions. We develop and communicate sound policies and procedures that balance the needs of employees and the needs of the Company while ensuring compliance. We deliver our services in support of the Company's mission of excellence, faith, leadership, and service.

SEXUAL HARASSMENT POLICY

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In accordance with the provisions under section 21 of the Sexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013 and the Rules made there under, the Company formulated an Internal Policy on Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) during the year under review.

The policy aims at educating employees on conduct that constitutes sexual harassment, ways and means to prevent occurrence of any such incident, and the mechanism for dealing with such incident in the unlikely event of its occurrence. A three member Internal Complaints Committee (ICC) has been constituted/reconstituted in accordance with the Act. The ICC is responsible for Redressal of complaints related to sexual harassment of women at the workplace in accordance with procedures, regulations and guidelines provided in the Policy.

During the year the company has not received any complaint and thereafter the company under review there were no complaints referred to the ICC.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION

Since your company does not own manufacturing facility the requirement particulars relating to conservation of energy, research and development and technology as prescribed under the companies (disclosure of particulars in the report of the Board of Directors) rules 2014 are not applicable.

The foreign exchange earning & outgo of the Company is as follows:

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies 2013 (Appointment and Remuneration of Managerial Personnel) Rules, 2014 no employee was in receipt of remuneration exceeding specified limits as prescribed rules.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The full Annual Report including the aforesaid information is being sent electronically to all those members who have registered their email addresses and is available on the Company's website.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

The company has, during the year under review, transferred a sum of Rs. 1,17,349.00 to Investor Education and protection fund, in compliance with provisions of the Companies Act, 2013. The said amount represents dividend for the year 2006-07 which remained unclaimed by the shareholders of the company for period exceeding 7 years from its due date of payment.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for assistance and cooperation received from Banks, Government Authorities, Clients, Vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

Regd. Office:

Plot No. A-177, Okhla Industrial Area

Phase-I, New Delhi-110020

On behalf of the Board of Directors

(BIKRAMJIT AHLUWALIA)

Chairman& Managing Director

Dated: 13-08-2015 DIN No. 00304947


Mar 31, 2014

To the Members,

The Directors are pleasured to present the 35th Annual Report on the working of the Company, together with the Audited Accounts for the financial year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs) FINANCIAL YEAR ENDED YEAR ENDED 31-03-2014 31-03-2013

Gross Income 97,477.48 1,40,359.15

Profit before Interest and Depreciation 6549.85 (1167.58)

Less: Interest 3154.15 2929.12

Less: Depreciation 1215.52 3519.55

Profit/(Loss) before Tax 2179.81 (7616.25)

Less: Provision for Taxation 5.00 6.00

Profit/(Loss) after Tax 2174.81 (7622.25)

Balance of Profit/Loss brought forward for appropriation 15508.60 23130.85

Less: Proposed Dividend on Equity Shares 0 0

Less: Tax on Dividend 0 0

Less: Transfer to General Reserves 0 0

Balance Carried Forward to Balance Sheet 17683.42 15508.60

DIVIDEND

In view of the losses suffered by the Company, your Directors have not recommended any dividend for the financial year ended March 31, 2014.

OPERATIONS

During the year ended March 31, 2014, your Company has achieved Total turnover of Rs. 974.77 crores as against 1403.59 crores for the previous year ended March 31, 2013 decreased by 30.55% as compared with previous year. The Company has Profit of Rs. 21.75 crores as against net loss Rs. 76.22 crores. EPS for the financial year 2013-14 stood at Rs. 3.47. On consolidated basis, the total income of your company and its subsidiaries stands at Rs. 960.59 crores.

The infationary trend in the economy increased the input cost, thereby putting pressure on margins.

FUTURE OUTLOOK

FY 2014 is expected to be another difcult year for the Company .However, one expect good order is supposed to perform reasonably well with a slow economy. Overall, the focus will be cost reduction, cost optimization and timely delivery of the projects. The macro economic situation in the industry and business environment continues to remain uncertain. Therefore, our priority will be for execution of orders in hand.

PUBLIC DEPOSITS

During the year under review, your company has neither invited nor accepted any public deposits from the public.

SUBSIDIARIES

During the year Ahlcon Ready Mix Concrete Pvt Ltd has been ceased to as 100% wholly and subsidiary company of Ahluwalia Contracts (India) Ltd. As on March 31, 2014, the Company has five subsidiary companies namely Premsagar Merchants Pvt. Ltd., Splendor Distributors Pvt. Ltd., Jiwanjyoti Traders Pvt. Ltd., Dipesh Mining Pvt. Ltd. and Paramount Dealcomm Pvt. Ltd.

The Ministry of Corporate Affairs vide its General Circular No. 2/2011 dated February 08th, 2011 has granted a general exemption for not attaching the Balance sheet of subsidiary companies and compliance of conditions enlisted therein.

Therefore the Company shall not be attaching the audited accounts of the subsidiaries to the annual accounts of your Company for the current year. The annual accounts of the subsidiary companies and related detailed information will be made available to any member of the Company or subsidiary company upon request and are also available for inspection by any member of the Company, during the business hours, at the registered ofce of the company and that of the subsidiary company concerned. The annual accounts of the individual subsidiary company shall also be available on the website of the company.

DIRECTORS

In accordance with the provisions of Section 255 and 256 of the Companies Act, 1956, Section 152 of Companies Act, 2013 and the Articles of Association of the Company Mr. Bikramjit Ahluwalia retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer himself for re-appointment.

In terms of the provisions of Section 149, 152(6) and other applicable provisions of the Companies Act, 2013, an independent Director will hold ofce up to a term of five consecutive years on the Board of the Company and shall not be liable to retire by rotation.

Mr. Arun Kumar Gupta, Mr. S.K. Chawla & Dr. Sushil Chandra, the existing independent directors of the Company in view of the same, your Directors are seeking appointment for a period of 5 years w.e.f. 1st April, 2014 as per the requirement of the Companies Act, 2013.

CONSOLIDATED FINANCIAL STATEMENT

The consolidated financial statements together with Auditors Report thereon from a part of the Annual Report. In compliance with clause 32 of the listing agreement the consolidate financial statement are prepared in accordance with accounting standard notifed under section 211(3c) of the Companies Act, 1956 read with the companies (Accounting Standard) Rules 2006.

DIRECTORS RESPONSIBILTY STATEMENT

Pursuant to the requirements under section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March, 31st, 2014 and of the Profit of the Company for the financial year ended on that date.

iii) the Directors have taken proper and sufcient care 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; and

iv) the Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

LISTING WITH STOCK EXCHANGES

The equity shares of the Company continue to remain listed with the National Stock Exchange of India Limited (NSE), Bombay Stock Exchange Limited (BSE), Jaipur Stock Exchange (JSE), Delhi Stock Exchange (DSE) and Calcutta Stock Exchange (CSE). The Listing fees payable to all the exchanges for the financial year 2013-14 have been paid.

PARTICULARS OF EMPLOYEES

No employee was in receipt of remuneration exceeding specified limits as prescribed under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

HUMAN RESOURCES (HR)

Your Company''s Human Resource Development Strategy seeks to fulfll this mandate through careful selection and rigorous implementation of a wide range of programmes and interventions.

Human Resource Development practices in your Company are guided by the principles of relevant consistency and fairness based on the premise that what is done in Human Resource Development is as critical as how it is done. Taken together, these initiatives and processes are making a positive impact on talent attraction, retention and commitment.

Your Company belief in the mutually of interests of key stakeholders, aligns all employees to a shared purpose and vision, thus providing it with the vital force to win in the market and enhance value creation.

Your Company firmly believes that Human Resource Development strategies and practices will continue provide sustained competitive advantage and will continuously work toward nurturing and enhancing competitively superior position in terms of human capital, people processes and employee behaviors. Your Company believes that is the quality and dynamism of its human resource that will enable it make a significant contribution to creating enlarged societal value. The Directors of Your Company deeply appreciate the spirit and commitment of its dedicated team of nearly 20000 employees and workers.

The Company always moves in a direction where it can keep its employees highly motivated, result-oriented and adaptable to changing business environment, so that they can be more capable for attaining their goal as well as Organizational Success. The company has reward and recognition system to provide fast track growth for high potential employees and star performers as well as motivate the underperformer through counseling by their superiors.

The labour relations were cordial throughout the year across all the project sites of the Company.

Regular communication meetings are held with the workmen representatives to exchange views and to address issues & resolve the same with mutual consent.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In pursuance of the provisions of Section 135 read with Schedule VII to the Companies Act, 2013, ''Corporate Social Responsibility Committee'' has been formed to recommend (i) the policy on Corporate Social Responsibility (CSR); and (ii) implementation of the CSR projects/ programmes to be undertaken by the Company, to the Board of Directors for consideration.

Your company is committed to belief that it exists not just run business and generates profits, but also to fulfll its duties as a responsible corporate citizen. As a responsible corporate citizen, ACIL management recognized its need to deliver value to society, which is reason for its existence.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of corporate Governance. The Report on corporate Governance as stipulated under Clause 49 of the listing Agreement forms part of this report.

AUDITORS & AUDITORS'' REPORT

M/s Arun Kumar Gupta & Associates, Chartered Accountants, (Regn. No. 000605N) Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment. Your Directors are seeking the reappointment of the Statutory Auditors from the conclusion of the ensuing 35th Annual General Meeting (AGM) of the Company till the conclusion of the 38th AGM of the Company. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules framed thereunder, it is proposed to appoint M/s. Arun K Gupta & Associates, Chartered Accounts as Statutory Auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the 38th AGM to be held in the year 2018. The Company has received a certifcate from the Auditors to the effect that their re-appointment, if made, would be in accordance with Section 141 of the Companies Act, 2013. The Board recommends their re-appointment.

The Notes to the Accounts referred to in the Auditors'' Report are self-explanatory and/or explained suitably in the notes forming part of the financial statements.

Due to reconciliation lapses, the service tax amount was outstanding on 31st March 2014. However following reconciliation, the amount of Rs. 39,92,225 has been since deposited and balance is being deposited in early course.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

The information required to be disclosed under Section217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, are explained as under :-

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION

Since your company does not own any manufacturing facility the requirements pertaining to disclosure of particulars

relating to conservation of energy, research & development and technology absorption, as prescribed under the Companies (Disclosure of Particulars in the Report of Board of Directors) rules, 1988 are not applicable.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

ACIL has instituted a robust system of internal control headed by a senior person, to ensure optimum use and protection of assets, facilitate accurate and timely reporting of financial statements and compliance of statutory laws, regulations and company''s policies with regard to identifcation, review and management of risks. A dedicated in house internal audit team ensures that financial and other records are maintained properly and the established systems, procedures are adhered to. The said audit is by and large conducted periodically to review the adequacy and effectiveness of internal controls and to suggest improvement for strengthening them. The reports submitted by the internal audit team are reviewed quarterly by the Audit Committee.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND(IEPF)

The company has, during the year under review, transferred a sum of Rs. 87596/- to Investor Education and protection fund, in compliance with provisions of section 205C of the Companies Act, 1956. The said amount represents dividend for the year 2006-7 which remained unclaimed by the shareholders of the company for period exceeding 7 years from its due date of payment.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for assistance and cooperation received from Banks, Government Authorities, Clients, Vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

On behalf of the Board of Directors

(BIKRAMJIT AHLUWALIA) Chairman-cum-Managing Director DIN No.: 00304947

Regd. Ofce: Plot No. A-177, Okhla Industrial Area Phase-I, New Delhi-110020

Dated: 14-08-2014


Mar 31, 2012

The Directors are pleasured to present the 33rd Annual Report on the working of the Company, together with the Audited Accounts for the financial year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS (Rs. In Lacs)

FINANCIAL YEAR ENDED YEAR ENDED 31-03-2012 31-03-2011

Gross Income 1,37,453.05 1,69,576.41

Profit before Interest and Depreciation 2444.67 15,709.59

Less: Interest 2208.99 1577.37

Less: Depreciation 4286.52 3381.47

Profit/(Loss) before Tax (4050.84) 10,750.75

Less: Provision for Taxation 12.31 3,672.14

Profit/(Loss) after Tax (4063.15) 7078.61

Balance of profit/Loss brought forward for 27194.00 21107.17 appropriation

Less: Proposed Dividend on Equity Shares 0 251.05

Less: Tax on Dividend 0 40.73

Less: Transfer to General Reserves 0 700.00

Balance Carried Forward to Balance Sheet 23130.85 27194.00

DIVIDEND

In view of the losses suffered by the Company, your Directors have not recommended any dividend for the financial year ended March 31, 2012

OPERATIONS AND FUTURE OUTLOOK

The lower turnover and reduced operating margins have put serve pressure on company's' profitability. In nutshell reasons of losses are:

(i) Unprecedented global economic instability.

(ii) Delays in decision by company clients Land acquisitions and possession to the company and settlement of claims.

(iii) High inflation of commodity costs , Interest Costs and unable to pass on full costs to the clients due to reasons beyond the control of management.

(iv) Other reasons including environment clearance, increased requirement of working capital, increase in employee cost.

All the above has resulted slowdown in the economy ultimately adversely affecting the progress of the company.

For improvement the company has taken/ proposed to take following steps:

(i) To control the costs specially the Capex.

(ii) To implement the Cost Optimization measure including human resources. To increase efficiency at all levels.

(iii) To reduce the working capital requirements and utilize the available resources at optimum level.

(iv) To dispose of the surplus assets for improvement of cash flow and reduce interest costs.

PROFIT/ LOSS

Your Company suffered the net loss of Rs.40.63 Crores during the year 2011-12.

RENEWAL OF RATINGS BY CARE

CARE has retained Company's rating to "CARE A1" for short term borrowings and "CARE A" for long term borrowings.

CARE A-1 indicates those instruments with this rating have strong capacity for timely payment of short-term debt obligations and carry lowest credit risk.

CARE reserves the right to undertake a surveillance/ review of the rating from time to time, based on circumstances warrant in such review, subject to at least one such review/ surveillance every year.

CARE reserves the right to suspend/withdraw/revise the rating assigned on the basis of new information or in the event of failure on the part of the company to furnish such information, material and clarification as may be required by CARE. CARE shall also be entitled to publicize / disseminate such suspension/ withdrawal/ revision in the assigned rating in any manner considered appropriate by it, without any reference to anyone. CARE ratings are not recommendations to buy, sell, or hold any securities.

PUBLIC DEPOSITS

The Company has not accepted any deposit from the public during the year under review.

SUBSIDIARIES

As on March 31, 2012, the Company has six subsidiary companies namely Ahlcon Ready Mix Concrete Pvt. Ltd., Premsagar Merchants Pvt. Ltd., Splendor Distributors Pvt. Ltd., Jiwanjyoti Traders Pvt. Ltd., Dipesh Mining Pvt. Ltd. and Paramount Dealcomm Pvt. Ltd.

The Ministry of Corporate Affairs vide its General Circular No. 2/2011 dated February 08th, 2011 has granted a general exemption for not attaching the Balance sheet of subsidiary companies and compliance of conditions enlisted therein. Therefore the Company shall not be attaching the audited accounts of the subsidiaries to the annual accounts of your Company for the current year. The annual accounts of the subsidiary companies and related detailed information will be made available to any member of the Company or subsidiary company upon request and are also available for inspection by any member of the Company, during the business hours, at the registered office of the company and that of the subsidiary company concerned. The annual accounts of the individual subsidiary company shall also be available on the website of the company.

DIRECTORS

The tenure of Mr.Bikramjit Ahluwalia, Mr.Shobhit Uppal and Mr.Vikaas Ahluwalia have been completed on 31-03-2012. The Board and Remuneration Committee had recommended the reappointment of Mr.Bikramjit Ahluwalia, Mr.Shobhit Uppal and Mr.Vikaas Ahluwalia for the period of three Years w.e.f. 01-04-2012 to 31-03- 2015 for Managing Director and five years w.e.f. 01-04-2012 to 31-03-2017 for Deputy Managing Director and Whole Time Director, subject to the approval by members at the ensuing Annual General Meeting. Later on in the meeting of Board held on 14.08.2012 the remuneration and period of reappointment was revised in case of all above managerial personnel. The revised resolutions in this regard have been included in the Notice of Annual General Meeting of the Company for your approval.

Mr.Bikramjit Ahluwalia had already attained the age of 70 years; the company had already fled an application with central government for his re-appointment for the period of three years.

However the company suffered loss during the financial year 2011-12 and the company was having inadequate profit, even for payment of minimum remuneration, though the members had earlier approved the minimum remuneration. As the relief is available in the Companies Act, the company has applied to Central Government for waiver of excess remuneration paid during the year 2011-12 to Mr.Bikramjit Ahluwalia and Mr.Shobhit Uppal. The consent is yet to be received from Central Government.

In accordance with the provisions of Section 255 and 256 of the Companies Act, 1956 and the Articles of Association of the Company, Mr. S.K.Chawla, Dr.Sushil Chandra and Mr. Vikaas Ahluwalia retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer themselves for reappointment.

MR.S.K.CHAWLA (Independent Director), aged 72 years is an independent director of our company. He has about 33 years of experience in handling construction projects. He is an Engineer by profession and has been associated with various Govt. Departments. He has retired as a Director of the CPWD. He is having vast experience in construction and Engineering activities. He joined the Board of our company as a Director on 28.08.2000 and serving continuously till date. He is also a member of the Audit Committee and Remuneration Committee of our company.

DR. SUSHIL CHANDRA (Independent Director)

Dr. Sushil Chandra aged 74 years, is M.A -PHD. Presently he is a associates in, Radials International Ltd- A business Associate of Michelin, France, Tip Top General Agencies Pvt. ltd- A Business Associate of Rema, Germany, Oswal Electricals & Group Industries, Faridabad.

He has been Corporate Advisor of SBI, ERA Group, DS Group, ITC- Bhadrachalam petro products Ltd and Council member of NABARD and has done international consulting Assignments like:

International Labour Organization , Bangkok

The united Nations Asian and pacific Development Administration Centre, Kualampur

Asian Regional Project for Labor and Manpower Administration

Iraq National Oil Company, Baghdad.

He is a member of Audit Committee and Remuneration Committee.

MR.VIKAAS AHLUWALIA (Promoter and Whole-Time-Director), is aged 38 years. He is graduate in civil engineering . He has been involved in construction business since 1996. He has been very instrumental for successful implementation of many big projects of the company. He is currently overseeing the Ready Mix Concrete and real estate business of our company.

He is a Director of following Companies:

1. Ahlcon Ready Mix Concrete Pvt. Ltd.

2. Premsagar Merchants Pvt. Ltd.

3. Splendor Distributors Pvt. Ltd.

4. Paramount Dealcomm Pvt. Ltd.

5. Jiwanjyoti Traders Pvt. Ltd.

6. Dipesh Mining Pvt. Ltd.

7. Tidal Securities Pvt. Ltd.

8. Ahluwalia Builders and Group Pvt. Ltd.

Mr.S. S. Kohli, Independent Director has resigned from the Directorship of the company on 15-12-2011 and Mrs. Sudershan Walia, Whole time Director of the company has resigned from the Directorship of the company on 30-05-2012.

DIRECTORS RESPONSIBILTY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

(i) In the preparation of the Annual Accounts, all the applicable Accounting Standards have been followed along with proper explanation relating to the material departures if any,

(ii) The Company has selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2012 and of the Profit & Loss Statement of the Company for the year ended on that date.

(iii) The Company has taken proper and sufficient care for the maintenance of adequate 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) These Annual Accounts of the Company have been prepared on a going concern basis.

LISTING WITH STOCK EXCHANGES

The equity shares of the Company continue to remain listed with the National Stock Exchange of India Limited (NSE), Bombay Stock Exchange Limited (BSE),Jaipur Stock Exchange Limited (JSE), Delhi Stock Exchange Limited (DSE) and Calcutta Stock Exchange Limited (CSE). The Listing fees payable to all the exchanges for the financial year 2012-13 have been paid.

PARTICULARS OF EMPLOYEES

No employee was in receipt of remuneration exceeding specified limits as prescribed under section 217 (2A) of the Companies Act, 1956 read with the Companies(Particulars of Employees) Rules 1975.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company focuses on attracting the best talent and enjoys a good brand image among leading construction companies and job seekers. Human resource is one of the key elements to achieve the objectives and strategies of the Company. The Company, therefore, considers its employees as "key Asset". It provides equitable and fair work environment to its employees. Senior colleagues provide ample support to their junior colleagues with a view to develop their skills and capabilities. The Company continues to maintain Constructive relationship with its employees with a positive environment so as to improve efficiency and productivity. The Company Continues to invest in up-gradation of the Knowledge and Skill of the employees. The Company continuously works to nurture this environment to keep its employees highly motivated, result-oriented and adaptable to changing business environment. A reward and recognition system is in place to provide fast track growth for high potential employees and star performers. Career development workshops are undertaken to identity such high potential employees.Industrial relations continue to be cordial. Regular communication meetings are held with the workmen representatives to exchange views and to address mutual issues. The labour relations were cordial throughout the year across all the project sites of the Company.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Social welfare and community development is at the core of the ACIL'S CSR philosophy and this continues to be a top priority.

We have tied-up a program with Indian Building Congress regarding inauguration of Workmen training Centre at Noida for the "LOTUS" Site. We have taken this initiative to train the workmen in the category Masonry of and Shuttering.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

SAFETY, HEALTH AND ENVIRONMENTAL PERFROMANCE:

The Company firmly believes that without a safe, clean environment and healthy working conditions overall economic growth cannot be achieved and maintained. The Company looks at QSHE as its corporate social responsibility and focuses on energy conservation and maintaining a clean sustainable environment by promoting usage of eco-friendly fuels, recycling of waste and water.

QUALITY & SAFETY

- The Company has provided Training personally at various sites through Head of QA/QC/SHE

- So far 500 persons including Supervisor/Engineer/Project Manager (PM)/Assistant General Manager (AGM) have been undergone training through QA/QC department.

- On Ground Level more than 8000 workers have been given presentation and Film through head of QA/OC/SHE Department

- Training on Safe working at height at ground level staff. So far more than 1500 workers are trained at different projects

HEALTH

Training programs on Safety and Health awareness were organized by the company for workers at following sites:

- "Krrish Proviance ", Gurgaon, Haryana

- "ITC", Mewat, Haryana

- "ITC", Kolkata

- "Mumbai Metro One Project", Mumbai

- "Bangalore Metro", Bangalore

- "Logix Bloosom Green" , Noida, UP

- " Umang- Winter Hills", Gurgaon, Haryana

- "TATA Primanti", Gurgaon, Haryana

- "RRL Project", Dwarka, New Delhi

- Free Medical Check-up for staff and workers at Corporate Office at New Delhi.

- Free Medical Check-up for workers at sites.

- Free training on Safety Subjects like safe working at height, Safe crane opretion etc.

- Provide Crèche facilities at Project level.

QA/QC/HSE VERTICAL

- The Company has moved forward in the areas of Quality, Safety, Health & Environment Practices and opened a new vertical with a Head of the Department and Senior Quality/Safety Managers to address the issue PAN India.

WORKMEN TRAINING

- The Company has also launched an intensive drive in the field of Training the Workmen under the aegis of Indian Buildings Congress (IBC) and the move is spear headed by the Dy. Managing Director Sh. Shobhit Uppal who is also the Vice President of IBC.

- Officers from Delhi Metro Rail Corporation (DMRC) have also contacted IBC & M/s Ahluwalia Contracts (India) Ltd. for imparting training to their construction workers at our training centers. Modalities are being worked out.

- The first batch of our trained masons and shuttering carpenters went through a grueling skill test at IBC's Dev Nagar Assessment Centre in New Delhi on 26.05.2011. The assessment was carried out by an independent agency on behalf of DGET, Govt. of India under Modular Employable Skills (MES) program of the Directorate General of Employment & Training (DGET). Results are likely to be declared shortly after which the successful candidates will be issued with certificates by Directorate of Apprenticeship and Training, DGET, GOI. Issue of these certificates which are valid both in India and abroad will imply a career progression for the successful construction workers and is likely to result in an increased output from the individuals on the ground. This will also motivate fellow construction workers to go in for training and similar certification and upgrade their skills in the field.

AWARDS & RECOGNITION

1. The Company has won Delhi ShramikPuraskar – 2012 and Delhi Safety Awards – 2012 and was awarded from Smt. Sheila Dikshit, Hon'ble Chief Minister of NCT of Delhi and Shri. Rama Kant Goswami, Hon'ble Labour Minister on the eve of Celebration of International Labour day 2012 by Labour Department at Delhi Secretariat, New Delhi.

2. ACIL has bagged the prestigious "Prashansa Patra" award 2011 for Delhi Airport Metro Express Project from the National Safety Council of India for exemplary monitoring and implementation of effective safety systems and procedures.

CORPORATE GOVERNANCE REPORT

Pursuant to clause 49 of the Listing Agreements with the Stock Exchanges, a detailed report on Corporate Governance is included in the Annual Report certifying the Company's compliance with the requirements of Corporate Governance stipulated under Clause 49 of the Listing Agreement is attached with the Corporate Governance Report.

AUDITORS & AUDITORS' REPORT

M/s Arun K. Gupta & Associates, Chartered Accountants, (Regn. No. 000605N) Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The Company has received a certificate from the Auditors to the effect that their re-appointment, if made, would be in accordance with Section 224 (1B) of the Companies Act, 1956. The Board recommends their re-appointment. The Notes to the Accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further explanation.

MAINTENANCE OF COST RECORDS

M/s Kabra & Associates, Cost Accountants were appointed the Cost Auditors of the Company for the Financial Year ended 31st March, 2012 by the resolution passed by the Audit Committee and approved by the Board of Directors.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

The information required to be disclosed under Section217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, are explained as under :-

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION

Since your company does not own any manufacturing facility the requirements pertaining to disclosure of particulars relating to conservation of energy, research & development and technology absorption, as prescribed under the Companies (Disclosure of Particulars in the Report of Board of Directors) rules, 1988 are not applicable.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for assistance and cooperation received from Banks, Government Authorities, Clients, Vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company. On behalf of the Board of Directors

Regd. Office:

Ahluwalia House 4,

Community Centre, Saket

New Delhi-110017 (BIKRAMJIT AHLUWALIA)

Dated: 14-08-2012 Chairman-cum-Managing Director


Mar 31, 2011

To the Members,

On the behalf of the Board of Directors, I have great pleasure in presenting to you the 32nd Annual Report on the working of the Company together with the Audited Accounts for the year ended 31st March, 2011.

FINANCIAL HIGHLIGHTS

(Rs. In Lacs)

FINANCIAL Year Ended Year Ended

31st March, 2011 31st March, 2010

Gross Income 1,69,576.41 1,57,343.37

Profit before Interest and Depreciation 15,709.59 17,453.15

Less: Interest 1577.37 1626.51

Less: Depreciation 3381.47 3306.69

Profit/(Loss) before Tax 10,750.75 12,519.95

Less: Provision for Taxation 3,672.14 4,341.61

Profit/(Loss) after Tax 7078.61 8178.33

Balance of profit brought forward for appropriation 21107.17 14414.33

Less: Proposed Dividend on Equity Shares 251.05 502.10

Less: Tax on Dividend 40.73 83.39

Less: Transfer to General Reserves 700.00 900.00

Balance Carried Forward to Balance Sheet 27194.00 21107.17

PERFORMANCE REVIEW

During the year, Company's performance was quite satisfactory despite the increase of the cost of the material, your company continuing with its growth impetus and achieved a turnover of Rs.1695.76 Crores for the Year ended March 31st, 2011 as against Rs.1573.43 Crores in the previous financial year. The inflationar y trend in the economy increased the input cost. Thereby putting pressure on margins. Thus, your Company sealed new heights in revenue/ turnover. Company registered profit of Rs.70.79 Crores.

EPS for the financial year 2010-11 stood at Rs.11.28. On consolidated basis, the total income of your Company and its subsidiaries stands at Rs.1752.98 Crores. The Consolidated profit before tax (PBT) and profit after tax (PAT ) stood at Rs.108.62 Crores and Rs.72.05 Crores respectively.

The inflationary trend in the economy increased the input cost, thereby putting pressure on margins.

DIVIDEND

Your Company follows a policy to pay continued dividend considering its growth of the company after taking into account the financial results of the Company during the year, have recommended dividend of Rs.0.40 per share (20%) for the year 2010-

11. The dividend on equity shares, together with the tax on distributed profits, will absorb a sum of Rs.2.92 Crores and will be paid to those members of the company who are entitled to receive the same as on the book closure date.

TRANSFER TO RESERVES

The Company proposes to transfer Rs.7.00 Crores to the General Reserve out of the amount available for appropriations and an amount of Rs. 60.87 Crores is proposed to be retained in the Profit and Loss Account.

SALES/INCOME FROM OPERATIONS

Your Company has achieved sales/ Income from operations of Rs.1689.55 Crores as compared to Rs.1567.69 Crores in 2010-2011.

PROFIT

Your Company has maintained gross profit of Rs.107.51 Crores and profit after tax of Rs.70.79 Crores in 2010-11.

RENEWAL OF RATINGS BY CARE

CARE has maintained Company's rating to "CARE PR1 (PR One)/ CARE A1 (A One).

PR-1 indicates those instruments with this rating have strong capacity for timely payment of short-term debt obligations and carry lowest credit risk.

CARE A1, indicates those instruments with rating are considered to have very strong degree of safety and timely payment of financial obligations. Such instruments carry lowest credit risk.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year under review.

SUBSIDIARIES

As on March 31, 2011, the Company has SIX subsidiaries namely Ahlcon Ready Mix Concrete Pvt. Ltd., Premsagar Merchants Pvt. Ltd., Splendor Distributors Pvt. Ltd., Jiwanjyoti Traders Pvt. Ltd., Dipesh Mining Pvt. Ltd. and Paramount Dealcomm Pvt. Ltd.

The Ministry of Corporate Affairs vide its Circular No. 2/2011 dated February 08th, 2011 has granted general exemption, according to which the report and accounts of subsidiaries are not required to be attached to the company's accounts, subject to fulfillment of conditions stipulated there under. Therefore the Company is not attaching the audited accounts of the subsidiary companies to the annual accounts of your Company for the current year. The annual accounts of the subsidiary companies and related detailed information will be made available to any member of the Company or subsidiary company upon request and are also available for inspection by any member of the Company, during the business hours, at the registered office of the company and that of the subsidiary company concerned. The annual accounts of the subsidiary companies shall also be made available on the website of the company.

DIRECTORS

In accordance with the provisions of Section 255 and 256 of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Shobhit Uppal (DIN: 00305264), Mr. Balbir Singh (DIN: 00328985)and Mr. Arun K. Gupta (00371289) retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer themselves for reappointment.

Mr. Shobhit Uppal (Dy. Managing Director), aged 44 years. He has about 22 years of experience in handling construction projects. He is an Engineer by profession. He has been involved in construction business since 1990 and serving continuously till date. He holds 4308000 equity shares of the company. He is also member of the Audit committee and Shareholder's and Grievance Committee.

Mr. Balbir Singh (Independent Director), aged 76 years. He is a graduate from IIT-Kharagpur as a Civil Engineer. Since, retired from the post of Director General CPWD, Mr. Singh has been a part of our

Board. He holds 400 equity shares of the Company.

Mr. Arun K. Gupta (Independent Director), aged 63 years. He is a Chartered Accountant and Cost and works Accountant by profession. He has vast experience in Tax planning and Corporate Restructuring and has been providing management consultancy to companies for many years. He joined Our Board of Directors in the year 2000. He holds 632 equity shares of the Company. He is Chairman of Audit committee and member of Remuneration Committee. He holds Directorship in Satia Synthetics Pvt. Ltd., Ahlcon Parenterals (India) Ltd. and Enmas Andritz Pvt. Ltd.

DIRECTORS RESPONSIBILTY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

(i) In the preparation of the Annual Accounts, all the applicable Accounting Standards have been followed along with proper explanation relating to the material departures.

(ii) The Company has selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on 31st March, 2011 and of the Profit & Loss Account of the Company for the year ended on that date.

(iii) The Company has taken proper and sufficient care for the maintenance of adequate 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) These Accounts have been prepared on a going concern basis.

LISTING WITH STOCK EXCHANGES

The equity shares of the Company continue to remain listed with the National Stock Exchange of India Limited (NSE), Bombay Stock Exchange Limited (BSE), Jaipur Stock Exchange (JSE), Delhi Stock Exchange (DSE) and Calcutta Stock Exchange (CSE). The Listing fees payable to all the exchanges for the financial year 2011-12 have been paid.

HUMAN RESOURCE DEVELOPMENT MANAGEMENT

Human resource development continued to be accorded high priority during the year under review, with emphasis being placed on improving skill, competence and knowledge through regular training and in-house/external professional development programmes. Your Company's commitment to building harmonious employee's relations was evident in successful completion of challenging works. The management had periodical discussions with employees, with such discussions being aimed at providing the best possible work environment and facilities to them. Your

Company has a consultative and participative management style, which has facilitated achievement of its corporate goals. The morale of employees continued to remain high during the year under review, contributing positively to the progress of your Company.

RESEARCH AND DEVELOPMENT

The constant challenge faced by the Indian Companies across all sectors is to keep pace with the evolving dynamics of the Markets. Your Company has a dedicated Research & Development cell, which enables ACIL to be home to the latest cutting edge technologies and innovative techniques, ensuring that our clients get the best possible services. ACIL follows a comprehensive Value Engineering system, constantly reinventing and improving on every aspect of engineering function. The Company fully understands and supports the initiatives undertaken to preserve our ecosystem and accordingly has a dedicated cell which caters to Waste Material management and designing of Eco friendly "Green Buildings".

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Social welfare and community development is at the core of the ACIL'S CSR philosophy and this continues to be a top priority.

We have tied-up a program with Indian Building Congress regarding inauguration of Workmen training Centre at Noida for the "LOTUS" Site. We have taken this initiative to train the workmen in the category Masonary of and Shuttering.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

SAFETY, HEALTH AND ENVIRONMENTAL PERFROMANCE

The Company has a defined policy on general health, safety and environmental conservation. Every employee; especially those in the field are responsible for the observance of the measures designed to prevent accidents, promote good health and avoid environmental pollution.

We create awareness amongst our employees, suppliers and interested parties through communication and training.

The safety committee members also includes representatives of workers and executives from various departments. Detailed review is stated in the Management Discussion Analysis Report.

QA/QC/HSE VERTICAL

- The Company has moved forward in the areas of Quality, Safety, Health & Environment Practices and opened a new vertical with a Head of the Department and Senior Quality/ Safety Managers to address the issue PAN India.

WORKMEN TRAINING

- We have also launched an intensive drive in the field of Training the Workmen in collaboration with Indian Buildings Congress (IBC).

- Officers from Delhi Metro Rail Corporation (DMRC) have also contacted IBC & M/s Ahluwalia Contracts (India) Ltd. for imparting training to their construction workers at our training centers. Modalities are being worked out.

- The first batch of our trained masons and shuttering carpenters went through a grueling skill test at IBC's Dev Nagar Assessment Centre in New Delhi. The assessment was carried out by an independent agency on behalf of DGET, Govt. of India under Modular Employable Skills (MES) Programme of the Directorate General of Employment & Training (DGET). Results are likely to be declared shortly after which the successful candidates will be issued with certificates by Directorate of Apprenticeship and Training, DGET, GOI. Issue of these certificates which are valid both in India and abroad will imply a career progression for the successful construction workers and is likely to result in an increased output from the individuals on the ground. This will also motivate fellow construction workers to go in for training and similar certification and upgrade their skills in the field.

CORPORATE GOVERNANCE REPORT

Pursuant to clause 49 of the Listing Agreements with the Stock Exchanges, a detailed report on Corporate Governance is included in the Annual Report. Company Secretary certifying the Company's compliance with the requirements of Corporate Governance stipulated under Clause 49 of the Listing Agreement is attached with the Corporate Governance Report.

AUDITORS

M/s Arun Kumar Gupta & Associates, Chartered Accountants, (Regn. No. 000605N) Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The Company has received a certificate from the Auditors to the effect that their re-appointment, if made, would be in accordance with the provisions of Section 224 (1B) of the Companies Act, 1956.

AUDITORS’ REPORT

The observations of the Auditors in their report read together with the Notes on Accounts are self explanatory therefore, do not call for any further explanations.

PARTICULARS OF EMPLOYEES

No employee was in receipt of remuneration exceeding specified limits as prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies Act (Particulars of Employees) Rules 1975.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

The information required to be disclosed under Section217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, is given under mentioned and forms a part of this Report.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION

Since your company does not own any manufacturing facility the requirements pertaining to disclosure of particulars relating to conservation of energy, research & development and technology absorption, as prescribed under the Companies (Disclosure of Particulars in the Report of Board of Directors) rules, 1988 are not applicable.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for assistance and cooperation received from Banks, Government Authorities, Clients, Vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

On behalf of the Board of Directors

Regd. Office:

Ahluwalia House

4, Community Centre, Saket

New Delhi-110017 (BIKRAMJIT AHLUWALIA)

Dated: 12-08-2011 Chairman-cum-Managing Director


Mar 31, 2010

The Board of Directors of your Company are pleased to present the 31st Annual Report together with the Audited Accounts of the company for the year ended 31st March,2010.

FINANCIAL RESULTS

(Rs. In Lacs)

SL. Particulars YearEnded Year ended Growth (%age) 31-03-2010 31-03-2009

1 Sales & Other Income 157343 117196 34.26%

2 EBIDTA 17454 14896 17.17%

3 Interest 1627 1457 11.67%

4 Depreciation 3307 4642 (28.76%)

5 Proft before Tax 12520 8797 42.32%

6 Provision for Taxes 4342 3025 43.54%

7 Proft AfterTax 8178 5772 41.68%

8 Add: Proft brought forward from previous year 14414 9756

9 Proft available for appropriation 22592 15528

10 Transferred to General Reserve 900 600

11 Proposed Dividend 502 439

12 Dividend Tax 83 75

13 Balance Carried to Balance Sheet 21107 14414



FINANCIAL HIGHLIGHTS

During the year, your company continuing with its strong growth impetus and achieved a turnover of Rs. 1573.43crores for the year ended March 31, 2010 as against Rs. 1171.96Crores in the previous fnancial year, registering a growth of 34.26%, the Company has reported a Net Proft of Rs. 81.78Crores, as against Rs.57.72Crores in the previous year, recording a growth of. 41.68%

EPS for the fnancial year 2009-10 stood at Rs. 13.03, as against Rs. 9.20 in the previous year ending 31 March 2009 showing an increase of 41.63%.

Our Consolidation basis, the total income of your Company and its subsidiaries stands at Rs 1644.26 Crore. The consolidated proft before tax and proft after tax (PAT) stood at Rs 12605.20 lacs andRs 8177.57 lacs.

DIVIDEND

Your Directors have recommended Dividend @ 40% (P.Y@ 35%) on face value of Rs. 2/- each Equity Share for the approval of the

Members. The proposed dividend including Corporate Dividend Tax will absorb Rs.5.85Crores

The dividend pay out for the year under review is in accordance with the Companys policy of consistent dividend keeping in view the Companys need for capital, its growth plans and the intent to fnance such plans through internal accruals to the maximum.

QUALITY POLICY

Your company is committed to achieve higher client satisfaction by providing excellent quality in construction and related services, including design on turnkey basis and follows an extensive total Quality Management process, and routinely conducts Quality Audits, Design Reviews and Training sessions for its personnel. The senior management also conducts Quality Circles with the workers regularly.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Ministry of Corporate Afairs, Government of India has

granted approval that the requirement to attach various documents in respect of subsidiary Companies as set out in sub Section (1) of Section 212 of the Companies Act, 1956 shall not apply to the company. Accordingly, the Balance sheet , Proft & Loss account and other documents of the subsidiary companies are not being attached with the Balance sheet of the company. Financial information of the subsidiary companies is disclosed in the Annual Report.

The details of the accounts of each subsidiary company are available at company’s website also.

The Consolidated Balance Sheet of Ahluwalia Contracts (India) Ltd. and its subsidiary companies as at 31st, March, 2010 and Proft & Loss Account for the fnancial year ended on that date together with the Schedules are attached hereto.

The Statement pursuant to section 212 of the Companies Act, 1956, containing the details of subsidiary companies as on 31st March, 2010 is enclosed as annexure.

HUMANRESOURCES DEVELOPMENTMANAGEMENT

The role of Human Resources Department has been signifcant in the growth of organisation. The company has added sizeable number of qualifed and talented manpower in its arsenal during the year who man key positions across India. The company provides them autonomy and freedom to perform efectively and efciently on the projects. The attrition rate has remained under control and measures have been taken to reduce it further.The emphasis has been placed on improving skill, competence and knowledge through regular training and in-house/ external professional development programmes. The company has been continuously working to build and manage a motivated pool of professionals by grooming internal resources and recruiting the right skill from the market, develop a high performance work- ethic and create a culture of continuous learning and skill development.

Human Resource department has supported the corporate strategy of the company by bringing on board the requisite skill within the overall ceiling of Manpower budget, making and implementing prudent HR policies and processes and creating a productive work atmosphere by way of employee engagement and training programs. The quality and timely completion of works of company is testimony of the efectiveness of human assets. The management believes in involving employees in discussions and thus encourages participative and consultative culture. This culture has facilitated achievement of company’s corporate goals. The employees of the compnay remained

motivated and had high morale during the year thus helped to sustain progress of the company.

RESEARCH AND DEVELOPMENT

The constant challenge faced by the Indian Companies across all sectors is to keep pace with the evolving dynamics of the Markets. Your company has a dedicated Research & Development cell, which enables ACIL to be home to the latest cutting edge technologies and innovative techniques, ensuring that our clients get the best possible services. ACIL follows a comprehensive Value Engineering system, constantly reinventing and improving on every aspect of engineering function. The company fully understands and supports the initiatives undertaken to preserve our ecosystem and accordingly has a dedicated cell which caters to Waste Material Management and designing of Eco Friendly ‘Green’ buildings. The ITC Corporate Ofce project at Gurgaon, Haryana is one of the many such‘green’projects executed by your company.

REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANAYLYSIS

The Company is committed to maintain the highest standards of Corporate Governance and adhere Corporate Governance and management discussion and analysis report alongwith Certifcate of the Auditors of your company pursuant to clause 49 of the listing agreement with the Stock exchanges have been included in this report as Annexure. Your Company has been practicing the principles of good Corporate Governance over the year. The Board of Directors supports the Broad principles of Corporate Governance over the year. In addition to the basic governance issue, the Board lays strong emphasis on transparency, accountability and integrity. The Company has complied with the corporate governance code as stipulated under listing agreement executed with the stock exchanges.

LISTING

During the year Company was listed on National Stock Exchange Ltd (NSE) in addition to already listed in Bombay Stock Exchange Ltd, Delhi Stock Exchange Ltd, Calcutta Stock Exchange Ltd. and Jaipur Stock Exchange Ltd. The Company has paid up to date listing fee to the said Exchanges.

INTERNAL CONTROL SYSTEMS ANDTHEIR ADEQUACY

The Company has in place adequate systems of Internal Control to ensure compliance with policies and procedure. Internal Audits of the units of the Company are regularly carried out to review the internal control systems. The Internal Audit Reports along

with implementation and recommendations contained therein are constantly reviewed by the Audit Committee of the Board.

The Audit Committee regularly reviews the adequacy and efectiveness of the internal controls and internal audit function.

DIRECTORS

Dr. Sushil Chandra, aged 71 years, is M.A -PHD. He was appointed as Additional Director w.e.f 08.03.10.In terms of Section 260 of the Companies Act, 1956 he shall hold ofce up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a memberalongwithRs 500/- proposing his candidature under the provision of Section 257 of the Companies Act,1956 for the ofce of Director liable to retire by rotation.

Mr. S. S. Kohli, aged 65 years, is a B.SC (Mech. Engg) DIP in Industrial Finance. He was appointed as Additional Director w.e.f 02.08.10, In terms of Section 260 of the Companies Act, 1956 he shall hold ofce up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member along with Rs 500/- proposing his candidature under the provision of Section 257 of the Companies Act,1956 for the ofce of Director liable to retire by rotation.

Mr. Vinay Pal, aged 51 years, was appointed as an additional Director w.e.f 14.08.10. He was also appointed as Whole Time Director designated as Sr. Executive Director for Five Years. In terms of Section 260 of the Companies Act,1956 he shall hold ofce up to the date of the ensuing Annual General Meeting.The Company has received requisite notice in writing from a memberalongwith Rs 500/- proposing his candidature under the provision of Section 257 of the Companies Act, 1956 for the ofce of Director liable to retire by rotation.

Mrs. Sudershan Walia, Mr. Vikaas Ahluwalia and Mr. S. K. Chawla Directors, retire by rotation and being eligible ofer themselves for reappointment at this Annual General Meeting.

Your Directors express their profound grief on the sudden demise of Mr. V. K. Sachdeva, Director on 10th October, 2009.

Mrs. Sudershan Walia (Promoter and Whole-Time-Director), is aged 62 years. She is associated with the construction business since its inception. She has been a guiding fgure in the overall growth of the company. She is also a Director in Ahlcon Parenterals (I) Ltd. Capricon Industrials Ltd. Ahulwalia Builders and Development Group Pvt. Ltd. Presently she is involved in the General Administration of the company and is also handling human resource development and labour welfare.

Mr. Vikaas Ahluwalia (Whole-Time-Director), is aged 36 years. He is B.E. (Civil) by qualifcation. He has been involved in construction business since 1996. He has been very instrumental for successful implementation of many big projects of the

company. He is currently overseeing the Real Estate business of the Company and also the RMC Business of the Wholly owned Subsidiary Company of Ahluwalia Contracts (India) Ltd.

Mr. S.K. Chawla (Professional Director), aged 69 years is an independent director of our company. He has about 33 years of experience in handling construction projects. He is an Engineer by profession and has been associated with various Govt. Departments. He retired as a Director of the CPWD. He is having vast experience in Construction and Engineering activities. He joined the Board of our company as a Director on 28.08.2000 and serving continuously till date. He is also a member of the Audit Committee and Remuneration Committee, Investor Grievances Committee and Share Transfer Committee oftheCompany.

DIRECTORS’ RESPONSIBILTY STATEMENT: Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, the Board of Directors of your Company hereby states and confrms:

(i) That in the preparations of annual accounts for the year ended 31st March, 2010 the applicable accounting standards have been followed and there are no material departures from the same.

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of afairs of the company at the end of the fnancial year 31st March, 2010 and of the proft of the company for the year ended 31st March, 2010.

(iii) That the directors have taken proper and sufcient care 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) That the Directors have prepared the accounts for the fnancial year ended 31st March, 2010 on a‘going concern’basis.

AUDITORS

The Auditors of the Company, M/s Arun K. Gupta & Associates, Chartered Accountants, are due to retire at the conclusion of the forthcoming Annual General Meeting and, are eligible, for reappointment. They have furnished a certifcate to the efect that the reappointment, if made, shall be in accordance with section 224(1B) of the Companies Act, 1956.

AUDITORSREPORT

The observations made in the Auditors’ Report were considered by the Board as per provisions of section 217(3) of the Companies Act, 1956 and as these observations are self explanatory do not call for any further explanation.

PARTICULARS OF EMPLOYEES

The particulars of employees u/s 217(2A) of the Companies Act, 1956 read with the Companies Act (Particulars of Employees) Rules 1975 is annexed to this report:

FOREIGN EXCHANGEEARNINGS AND OUTGO

Current Year Previous year (Rs.) (Rs.)

Foreign Exchange

Earnings Nil Nil

Foreign Exchange Outgo

a Raw Materials* 8,57,33,646 1,72,27,058

b Capital Goods 21,41,956 3,17,98,780

c Travelling Expenses 11,14,343 6,65,519

d Consultancy Charges/

Technical fee 1,92,45,762 14,21,503

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*Includes Rs. 48,08,480/- (P.Y Rs. 39,63,749/-) payment made to Sub contractors.

CONSERVATION OF ENERGY,RESEARCH AND DEVELOPMENT, TECHNOLOGYABSORPTION

Since your company does not own any manufacturing facility the requirements pertaining to disclosure of particulars relating to conservation of energy, research & development and technology absorption, as prescribed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for assistance and cooperation received from Banks, Government Authorities, clients, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staf and workers of the company.

On behalf of the Board of Directors,

Regd. Ofce: Ahluwalia House 4, Community Centre, Saket New Delhi-110017 (Bikramjit Ahluwalia)

Dated: 14. 08. 2010 Chairman-cum-Managing Director