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Directors Report of C & C Constructions Ltd.

Jun 30, 2015

Dear Members,

The Directors hereby present the 19th annual report along with the audited accounts of your Company for the year ended 30 June, 2015.

FINANCIAL RESULTS

Your Company's financial performance during the financial year 2014-2015 is summarized below:-

(Rs. in Crore)

2014-15 2013-14

Gross sales 1013.43 1282.53

Total income 1043.89 1307.22

Profit before interest, depreciation 51.90 154.55 and taxation

Interest 162.77 173.87

Profit/(Loss) before depreciation (110.87) (19.32) and taxation

Depreciation 56.00 35.69

Net profit/(loss) before taxation (183.07) (60.09)

Taxation (6.88) 16.96

Net profit/ (loss) (189.95) (77.05)

Profit/ (loss)brought forward from (115.24) (38.19) last year

Profit available for appropriations (305.19) (115.24)

Appropriations

Dividend on equity shares 0.00 0.00

Corporate dividend tax 0.00 0.00

Balance carried to balance sheet (305.19) (115.24)

Total (305.19) (115.24)

EPS in Rs. (74.65) (30.28)

DIVIDEND

In view of the loss incurred during the year the Board regrets its inability to declare any dividend for the year ended 30th June, 2015.

OPERATIONAL PERFORMANCE

The Turnover of the Company on a Standalone basis stood at Rs. 1013.43 crore as compared to the Turnover of Rs. 1282.53 crore for the previous year. The annualized percentage decrease in the Turnover over the previous year's Turnover amounted to 20.98%. The Company posted a Net Loss of Rs. 189.95 crore for the year under review as against a Net Loss of Rs. 77.05 crore for the previous year. The increase in the losses was mainly attributable to lower turnover.

The infrastructure segment continued to be sluggish due to policy inaction and liquidity constraints. Project execution continued to be slow due to delays in funding. Interest and Finance costs continued to be high. The backlog at stalled project sites created due to severe liquidity crisis continued to adversely affect project execution. The Company was affected due to resource crunch thereby widening the gap between the planned outlay and actual spending.

The Company is under Corporate Debt Restructuring. Though we are working towards steering the Company out of the framework of CDR, order intake remains sluggish, since many of the stalled projects are yet to be kick-started. Projects already awarded are generally progressing slowly due to various continuing problems on ground, which remain unresolved over a period of time leading to cost escalations which remain unpaid. All these factors combined, have led to a vicious cycle culminating in a pile up of debt and high consequential costs.

Your management has been striving hard and taking all efforts in ensuring repayment of interest due to CDR lenders. During the period under review the Company focused on realizing long pending receivables, arbitration awards, retention moneys. Further also the Company will have to continue focusing as before on sharply optimizing costs, improving productivity and systematically monetizing its non-key assets for overcoming the liquidity crisis. Our key priority is to deliver projects held up due to working capital shortage and sites that need to be expeditiously concluded. The Company is now concentrating on bidding projects relating to its core competency as also projects with high yielding margins.

With the Government's helping hand and positive attitude we look forward to a phased economic revival and boosting of business confidence due to hard policy decisions. We are hoping the government will come up with a clear cut road-map for implementing the policies. The upturn in sentiment means roads, ports and power projects will get on-stream. In addition to this, there will also be expediting of stalled infrastructure projects, revival of investment climate and sorting of infrastructure clearances. The government is expected to provide an environment conducive for growth investments, with major reforms in infrastructure sector, enabling all-round growth.

Your Company has secured the following new orders during the year ended on 30 June 2015:

a. Erection, Stringing, Testing and Commissioning of Transmission Line Package No. 1A of UP BOOT Transmission Project

Contract value Rs. 31.10 crore

b. Civil works of Transmission Line Package No. 1A of UP BOOT Transmission Project

Contract value Rs. 24.18 crore

c. Erection, Stringing, Testing and Commissioning of Transmission Line Package No. 5A and 6 of UP BOOT Transmission Project

Contract value Rs. 25.45 crore

d. Civil works of Transmission Line Package No. 5A and 6 of UP BOOT Transmission Project

Contract value Rs. 54.33 crore

The total balance value of works on hand as on June 30, 2015 is Rs. 2456 crore.

SUBSIDIARIES, JOINT VENTURES, ASSOCIATE COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Company has 6 subsidiaries and 2 associate companies within the meaning of Section 2(87) and 2(6) of the Companies Act, 2013 respectively (hereinafter referred as "Act). There has been no material change in nature of business of the Subsidiaries and Associates.

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in associates and Accounting Standard (AS) 27 on Financial Reporting of Interest in Joint ventures, the audited Consolidated Financial Statements for the financial year ended 30 June, 2015 form part of the Annual Report and Accounts.

Pursuant to Proviso to Section 129(3) of the Act, a statement containing the brief details of performance and financials of the Subsidiary, Associate Companies and Joint Venture, for the financial year ended March 31,2015 is attached to Financial Statements of the Company.

The Board has adopted a policy for determining material subsidiaries of the Company, as per the provisions of corporate governance clause of Listing agreement. The said policy is hosted at the Company's website at the link http:// candcinfrastructure.com/?page = policy on materail subsidiaries

SHARE CAPITAL

During the year under review, there is no change in the share capital structure of the Company.

CASH FLOW ANALYSIS

In conformity with the provisions of the Listing Agreement, the cash flow statement for the year ended 30 June, 2015 is included in the annual accounts.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under the review, Ms. Yogita Narhari Jadhav had been appointed as nominee director of India Venture Trust with effect from 28th January, 2015 in place of Mr. Arun Kumar Purwar who had resigned with effect from 23rd January, 2015 The Board places on record its appreciation for the valuable guidance and services rendered by Mr. Arun Kumar Purwar during his association with the Company.

Pursuant to provisions of Section 152 of the companies Act, 2013 Mr. Rajbir Singh (DIN 00186632) and Mr. Charanbir Singh Sethi (DIN 00187032) retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment.

Pursuant to provisions of Section 149 of the Act, All the Independent Directors of the company gave declarations to the Company that they meet the criteria of independence as specified under Section 149(6) of the Act and Clause 49 of the Listing agreement.

Brief resumes of Directors proposed to be appointed/ re-appointed and other relevant information have been furnished in the Notice convening the Annual General Meeting. Appropriate resolutions for their appointment / re-appointment are proposed for approval of the members at the Annual General Meeting.

Further during the year under review Mr. Tapash K. Majumdar, Chief Financial Officer of the Company had resigned from the Company with effect from 30th January, 2015.

Mr. Rajeev Dhingra has been appointed as Chief Financial Officer of the Company with effect from 16th September, 2015.

AUDITORS AND AUDITORS' REPORT

STATUTORY AUDITORS

M/s ASG & Associates, Chartered Accountants (FRN: 000389N), New Delhi, were appointed as Statutory Auditors of the company at the last Annual General Meeting, to hold the office from the conclusion of that meeting till the conclusion of the 21st Annual General Meeting to be held in the year 2017, subject to ratification by the members at every AGM. The Board recommends the ratification of appointment of said auditors for the financial year 2015-16.

The Company has received a letter from the Statutory Auditors that their appointment, if made, would be within the limits prescribed under the provisions of the Companies Act, 2013 and that they are not disqualified for re-appointment.

The Notes on Accounts referred to in the Auditors' Report are self explanatory and therefore do not call for any further comments.

SECRETARIAL AUDITOR

As per provisions of Section 204 of the Act, the Board of Directors of the company appointed M/s. Santosh Kumar Pradhan, Practicing Company Secretaries (C.P No.: 7647), as Secretarial Auditors for the purpose of auditing the Secretarial activities of the Company for the financial year 2014-15. The Secretarial audit report issued by the said auditors has been annexed to this report as 'Annexure 1'.

On the observations made in the Secretarial Audit Report, the proper steps are being taken by the Management so as to comply with the provisions.

COST AUDITOR

As per provisions of Section 148 of the Act read with Rules made there under, M/s. Pradeep Sud & Co., Practicing Cost Accountants (FRN. 100626) had been appointed as Cost Auditor for the purpose of auditing the Cost accounting records maintained by the company for the year 2014-15.

DEPOSITS

During the year, the Company did not accept any public deposits.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The Company's core activity is civil construction, which is not energy intensive. However, your Company takes every effort to conserve the usage of power at its sites and offices.

There is no information to be furnished regarding Technology Absorption as your Company has not undertaken any research and development activity in any manufacturing activity nor any specific technology is obtained from any external sources which needs to be absorbed or adapted.

The particulars of expenditure and earnings in foreign currency are furnished in item Nos. 34 and 36 to Notes to Financial Statements.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A separate report on the Management discussion and analysis, pursuant to Clause 49 of the Listing Agreement, forms a part of this annual report. Please refer to the same for a comprehensive understanding of the prospects of the infrastructural segments and industries catered to by your Company.

CORPORATE GOVERNANCE

In pursuance of Clause 49 of the Listing Agreement entered into with the stock exchanges, a separate section on Corporate Governance has been incorporated in the annual report for the information of the shareholders. A certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under the said Clause 49 also forms a part of this annual report.

CORPORATE SOCIAL RESPONSIBILITY(CSR)

As per the provisions of Section 135 of the Act, the Company has constituted the CSR committee to formulate, implement and monitor the CSR Policy of the Company. However as the Company does not have average net profits for the three immediately preceding financial years, the Section 135(5) of the Act pertaining to spending of 2% of average net profits of the company for immediately preceding three financial years and disclosure required to be given under Section 135(5) of the Act and Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014, are not applicable, to the Company, for the financial year 2014-15.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employees of the Company has drawn remuneration in excess of the limits set out in the said rules.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been annexed to this report as 'Annexure 2'.

MEETINGS OF THE BOARD

Four meetings of the Board of Directors were held during the year under review. For details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this report. The details of the familiarization Programmes for Independent Directors are hosted on Company's website at the link http://www.candcinfrastructure.com/ ?page=Familiarisation Programme

BOARD EVALUATION

Pursuant to provisions of Companies Act and Corporate governance clause of Listing Agreement, the Nomination and Remuneration Committee laid down the criteria for performance evaluation of the Individual Directors, the Board and its Committees. Accordingly, the Board of Directors has carried out an annual evaluation of its own performance, its committees and individual directors.

The performance of the Board was evaluated based on powerful and valuable feedback for improving the board effectiveness, maximizing strengths and highlighting areas for further development. The performance of the Committees was evaluated by the Board by considering the effective recommendations made by the Committees, from time to time, to the Board of the Directors of the Company and effectiveness of Committee meetings etc.

Details of Company's policy on Directors appointment and remuneration including criteria for determining qualifications etc. have given under Corporate Governance Section.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors by considering the contribution of the individual directors to the Board and Committee meetings, preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, relationship with fellow board members, willing to devote time and effort to understand the Company and its business etc.

As per Schedule IV of the Act, Independent Directors of the Company at a separate meeting, evaluated the performance of non-independent directors, the Board as a whole and the Chairman of the company taking into account the views of executive and non-executive directors. Independent Directors also reviewed the quality, quantity and timeliness of flow of information between management of the Company and the Board, for the effective performance of the board.

PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES

The particulars of loans, investments made and guarantees issued under Section 186 of the Act, during year under review are provided in notes to financial statements, which forms part of this Report.

RELATED PARTY TRANSACTIONS

As per the provisions of the Act and Clause 49 of the Listing agreement, the Company has formulated a policy on Related party transactions to ensure the transparency in transactions between the company and related parties. The said RTP Policy is also available at Company's website at the link http:// www. candcinfrastructure.com/?page = related party transcation policy

All Related Party Transactions entered by the Company during the year under review were in ordinary course of business and on Arm's length basis. There were no materially significant related party transactions entered by the company during year under review.

Since all the related party transactions entered into by the Company, were in ordinary course of business and were on Arm's length basis, disclosure in form AOC-2 as required under Section 134(3)(h) of the Act is not applicable.

RISK MANAGEMENT

The company has established Risk Management process to manage risks with the objective of maximizing shareholders value. The details of various risks that are being faced by the Company are provided in Management Discussion and Analysis Report, which forms part of this Report.

WHISTLE BLOWER POLICY

The Board has adopted a Whistle Blower Policy as stipulated under Section 177(9) of the Act and Clause 49 of the Listing agreement to report the genuine concerns of the employees and Directors. Protected disclosures can be made by the employees of the company and can also have access to the Chairman of Audit Committee.

The Whistle Blower Policy adopted by the Board has been hosted on Company's website at the link http:// www.candcinfrastructure.com/?page=whistle blower policy.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return of the company as provided under section 92(3) of the Act is annexed to this Report as 'Annexure 3'.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS

There are no significant and material orders passed by the regulators or tribunals impacting the going concern status and Company's operations in future.

No cases were filed pursuant to the Sexual Harassment of Women at work Place (Prevention, Prohibition and Redressal) Act, 2013, during the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act, the Board of Directors hereby state that:

(a) in preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(b) the directors had 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 at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Company has, during the year under review, transferred a sum of Rs. 60,910/- to Investor Education and Protection Fund, in compliance with the provisions of erstwhile Section 205C of the Companies Act, 1956. The said amount represents the unpaid/ unclaimed dividend for the financial year 2006-07.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their appreciation towards bankers, clients and all the business associates for their continuous support to the Company and to the shareholders for the confidence reposed in the Company management and look forward for the same in greater measure in the coming years. The Directors also convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution.

By order of the Board Gurjeet Singh Johar Chairman DIN:00070530

Date: November 14, 2015 Place: Gurgaon


Jun 30, 2014

Dear Members,

The Directors hereby present the 18th Annual Report along with the audited accounts of your Company for the year ended 30 June, 2014.

FINANCIAL RESULTS

Your Company''s financial performance during the financial year 2013-2014 is summarized below:-

(Rs. in Crore) 2013-14 2012-13

Gross Sales 1282.53 1000.49

Total Income 1307.22 1009.61

Profit before interest, depreciation and taxation 154.55 26.53

Interest 173.87 154.73

Profit/(Loss) Before depreciation and taxation (19.32) (128.21)

Depreciation 35.69 39.95

Net profit/(loss) Before taxation (60.09) (160.32)

taxation 16.96 33.98

Net Profit/(loss) (77.05) (194.30)

Profit brought forward from last year (38.19) 156.11

Profit available for appropriations (115.24) (38.19)

Appropriations 0.00 0.00

Balance carried to balance sheet (115.24) (38.19)

Total (115.24) (38.19)

EPS in Rs. (30.28) (76.36)

DIVIDEND

In view of the loss incurred during the year the Board regrets its inability to declare any dividend for the year ended 30th June, 2014

OPERATIONAL PERFORMANCE

The Turnover of the Company on a Standalone basis stood at Rs.1282.53 Crores as compared to the Turnover of ''1000.49 Crores for the previous year. The annualized percentage increase in the Turnover over the previous year''s Turnover amounted to 28.19%. The Company posted a Net Loss of Rs. 77.05 crores for the year under review as against a Net Loss of Rs.194.30 crores for the previous year. The reduction in the losses was mainly attributable to company''s focus on cutting down costs with some notable success especially in construction cost, employees cost and other expenditures.

Since the last two-three years the construction industry has been facing severe recessionary trends. The severe liquidity crisis affected project execution. The Company has been facing a severe liquidity crunch primarily on account of non settlement of our claims with various Government agencies and other bodies. The settlement of claims is very essential for introducing liquidity in the Company to enable us to increase business and also keep the banking limits within regular levels. Your Company is making intensive efforts to recover money due to it and is hopeful of substantive recovery during the current year.

Although there are cash losses during the year under review, management is confident of tiding over the liquidity position with the support of bankers. Several other options are being explored for overcoming the liquidity crisis such as sale of non-core assets, disposal of idle equipment, pursuing rigorous austerity measure across the Company.

Your Directors are pleased to inform that your Company individually and along with other joint venture member has secured the following new orders during the year ended on 30 June 2014:

a. Improvement/upgradation Bagi-Barbigha Road (SH- 83) Length 37.646 Km. in the state of Bihar from Bihar State Road Development Corporation Ltd. Contract value Rs.144.96 crores

b. Improvement/upgradation Saraiya-Motipur Road (SH-86) Length 28.181 Km. in the state of Bihar from Bihar State Road Development Corporation Ltd. Contract value Rs.177.32 crores

c. Improvement/upgradation Runnisaidpur-Bhiswa road (SH-87) Length 67.486 Km. in the state of Bihar from Bihar State Road Development Corporation Ltd. Contract value Rs.364.90 crores

d. Improvement/upgradation Varuna Bridge (NH-103)- Rasiyari Road (SH-88) Length 120.354 Km. in the state of Bihar from Bihar State Road Development Corporation Ltd. Contract value Rs.727.99 crores

e. Execution of the Balance Work of Widening & Strengthening of Theog-Kotkhai-Kharapatthar Road existing section form Km.0 000 to Km 48 000 having total length of 43.00 km. from Himachal Road and Other Infrastructure Development Corporation Limited. Contract value Rs.179.44 crores

f. Execution of the Balance Work of Widening & Strengthening of Kharapathar Hatkoti-Rohru Road from Km.48 000 to Km 80 684 having length of 32.684 km. from Himachal Road and Other Infrastructure Development Corporation Limited. Contract value Rs.143.32 crores

g. Construction of Flyover and Rail Under Bridge in the state of Uttarakhand from Engineering Projects (India) Ltd. Contract value Rs.133.57 crores

The total balance value of works on hand as on June 30, 2014 is Rs.2885 cr.

SHARE CAPITAL

During the year under review, there is no change in the share capital structure of the Company.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

In terms of General Circular issued by Ministry of Corporate Affairs, granting general exemption under section 212(8) for attaching subsidiaries'' financial statements, the Board of Directors of the Company had consented for not attaching the annual accounts of the subsidiaries. The annual accounts of the Subsidiary Companies and other related detailed information shall be made available to shareholders of the holding & subsidiary companies seeking such information at any point of time.

The annual accounts of the subsidiary companies shall also be kept for inspection of shareholders in the head office of the holding company.

A statement pursuant to Section 212 (8) of the Companies Act, 1956, containing the details of the subsidiaries of the Company forms part of the Annual Report.

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in associates and Accounting Standard (AS) 27 on Financial Reporting of Interest in Joint ventures, the audited Consolidated Financial Statements for the financial year ended 30 June, 2014 form part of the Annual Report and Accounts.

CASH FLOW ANALYSIS

In conformity with the provisions of the Listing Agreement, the cash flow statement for the year ended 30 June, 2014 is included in the annual accounts.

DIRECTORS

There were no changes in the Directorship of the Company since last reporting except resignation of Mr. Deepak Dasgupta with effect from 18th February, 2014. The Board places on record its appreciation for the valuable guidance and services rendered by Mr. Deepak Dasgupta during his association with the Company.

Mr. Gurjeet Singh Johar (DIN-00070530) and Mr. Amrit Pal Singh Chadha (DIN-00065139) retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Further in terms of Section 149 and other applicable provisions read with Schedule IV of the Companies Act, 2013 which became effective from April 1, 2014, Independent Directors can hold office for a term upto 5 consecutive years on the Board of a company and he/ she shall not be included in the total number of directors for determining the persons who are liable to retire by rotation. In view of changed provisions as detailed above, the Board of Directors has recommended the reappointment of all the 6 Independent Directors on the Board of the Company as Independent Directors to the Shareholders, for five consecutive years for a term upto 31st March, 2019. They shall not be liable to retire by rotation.

Also re-appointment of Mr. Gurjeet Singh Johar, Mr. Rajbir Singh, Mr. Sanjay Gupta, Mr. Amrit Pal Singh Chadha, Mr. Rajendra Mohan Aggarwal as Whole Time Directors and Mr. Charanbir Singh Sethi as Managing Director is to be done at the ensuing General Meeting as it was made for a period of 3 years w.e.f. 1st July, 2011 to 30th June, 2014. The Board of Directors has recommended the reappointment of all the six whole time directors in terms of the provisions of the schedule V and other relevant provisions of the Companies Act, 2013.

Brief resumes of Directors proposed to be appointed/ re-appointed and other relevant information have been furnished in the Notice convening the Annual General Meeting. Appropriate resolutions for their appointment / re-appointment are proposed for approval of the members at the Annual General Meeting.

AUDITORS AND AUDITORS'' REPORT

M/s ASG & Associates, Chartered Accountants (FRN: 000389N), New Delhi, the retiring statutory Auditors of the Company at the ensuing General Meeting are proposed to be appointed as Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the Twenty First AGM of the Company to be held in the year 2017 (subject to ratification of their appointment at every AGM).

As required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from M/s ASG & Associates, to such appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 139(1) of the Companies Act, 2013 and the rules made there under, as may be applicable.

The Notes on Accounts referred to in the Auditors'' Report are self explanatory and therefore do not call for any further comments.

DEPOSITS

During the year, the Company did not accept any public deposits.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, Foreign EXCHANGE EARNING AND OUTGO

The Company''s core activity is civil construction, which is not power intensive. However, your Company takes every effort to conserve the usage of power at its sites and offices. Details regarding, foreign exchange earnings and outgo are furnished herein below, pursuant to the provisions of the Companies Act, 1956, read with the Companies (Disclosure of particulars to the Report of Board of Directors) Rules, 1988.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A separate report on the Management discussion and analysis, pursuant to Clause 49 of the Listing Agreement, forms a part of this annual report. Please refer to the same for a comprehensive understanding of the prospects of the infrastructural segments and industries catered to by your Company.

CORPORATE GOVERNANCE

In pursuance of Clause 49 of the Listing Agreement entered into with the stock exchanges, a separate section on Corporate Governance has been incorporated in the annual report for the information of the shareholders. A certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under the said Clause 49 also forms a part of this annual report.

CORPORATE SOCIAL RESPONSIBILITY

An essential component to your Company''s corporate social responsibility is to care for the community. Your Company endeavours to make a positive contribution towards social causes by supporting a wide range of socio-economic and educational initiatives, and is committed to address important societal needs through philanthropic outreach programmes.

PARTICULARS OF EMPLOYEES

Particulars of employees pursuant to the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules 1975, is enclosed as Annexure ‘A'' to the this report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Company has, during the year under review, transferred a sum of Rs. 8,31,811/- to Investor Education and Protection Fund, in compliance with the provisions of erstwhile Section 205C of the Companies Act, 1956. The said amount represents the application money received by the Company during initial public offer which remained unclaimed by the investors for a period exceeding 7 years from its due date of refund.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provision of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

* In the preparation of the annual accounts for the year ended 30 June, 2014, the applicable accounting standards have been followed along with proper explanations relating to material departures.

* We have selected such accounting policies and applied them consistently and made judgements 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 30 June 2014 and of the profit for the year ended on that date.

* We have taken proper and sufficient 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.

* The accounts for the year ended June 30, 2014 have been prepared on a going-concern basis.

INTRODUCTION AND APPLICABILITY OF NEW COMPANIES ACT, 2013

The Ministry of Corporate affairs vide its Notification dated 26th March, 2014 has notified the commencement of new Companies Act, 2013, w.e.f. 1st April, 2014. In pursuance of General Circular No. 08/2014 issued by Ministry of Corporate Affairs, the present Directors'' Report is prepared in accordance with the provisions of the Companies Act, 1956 and thus the new provisions of Companies Act, 2013 will be complied with in the next Directors'' Report. Your Board of Directors endeavors to comply with all other new requirements of the Companies Act, 2013.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their appreciation towards bankers, clients and all the business associates for their continuous support to the Company and to the shareholders for the confidence reposed in the Company management and look forward for the same in greater measure in the coming years. The Directors also convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution.



By order of the Board Gurjeet Singh Johar Chairman

DIN-00070530

Date: 13 November 2014 Place: Gurgaon


Jun 30, 2013

Dear shareholders,

The Directors hereby present the 17th annual report along with the audited accounts of your Company for the year ended 30 June, 2013.

Financial results

Your Company''s fnancial performance during the fnancial year 2012-2013 is summarized below:-

(Rs.in Crore)

2012-13 2011-12

Gross sales 1000.49 1148.20

Total Income 1009.61 1154.46

Proft before interest, depreciation and taxation 26.53 148.40

Interest 154.73 148.40

Proft/(Loss) Before depreciation and taxation (128.21) (30.25)

Depreciation 39.95 35.73

sNet proft/(loss) Before taxation (160.32) (65.98)

taxation 33.98 6.00

Net Proft/(loss) (194.30) (71.98)

Proft brought forward from last year 156.11 228.75

Proft available for appropriations (38.19) 156.77 appropriations

Dividend on equity shares 0.00 0.57*

Corporate dividend tax 0.00 0.09*

Balance carried to balance sheet (38.19) 156.11

total (38.19) 156.77

ePs in (76.36) (29.00)

* Dividend paid for the fnancial year 2010-11 on conversion of outstanding CCPS into equity shares on 20.10.2011.

diVideNd

In view of the losses incurred by the Company, your Directors have not recommended any dividend for the fnancial year ended on June 30, 2013.

oPeratioNaL PerforMaNce

The turnover of the Company at Rs.1000.49 crore has shown a decrease of 12.86% as compared to Rs.1148.20 crore for the previous year. The loss before tax is Rs.160.32 crore as compared to a loss of Rs.65.98 crore for the previous year.

This lower performance than last year was mainly attributable to subdued growth of the sector, which is facing the severe liquidity crunch. A large portion of company''s work-in- progress and receivables from various projects have been pushed into claims. All these factors have added to the

liquidity problem and debt servicing ability of the Company. In order to get through the present phase of industry- wide liquidity crunch, it was imperative to restructure the Company''s debt.

The CDR Empowered Group of Reserve Bank of India approved the Scheme of Corporate Debt Restructuring (CDR) on December 15, 2012 and issued Letter of Approval (LOA) on December 31, 2012. As on June 30, 2013, CDR package related documentation have been executed and security creation stands completed. The salient features of the CDR package of the Company has been mentioned in the Management Discussion and analysis report.

The CDR gives Company critical support to overcome present business environment. This also shows the bankers'' faith in the company''s business model.

Your Directors are pleased to inform that during the year under report, the Company secured the following major contracts.

- Electro-Mechanical services at Afghan Parliament Building, Afghanistan Contract value Rs.117.97 cr.

- Design, construction, installation, commissioning of civil works for the Border infrastructure project in Sultanate of Oman Contract value Rs.319.71 cr.

- Construction of Indian Aviation Academy & hostel Block at Vasant Kunj, New Delhi. Contract value Rs.93.64 cr.

- Improvement/ upgradation Siwan-Siswan road (SH-89) Length 33.065 Km. Contract value Rs.149.90 cr.

The total balance value of works on hand as on June 30, 2013 is Rs.3665 cr.

sHare caPitaL

During the year under review, there is no change in the share capital structure of the Company.

sUBsidiarY coMPaNies aNd coNsoLidated fiNaNciaL stateMeNts

In terms of General Circular issued by Ministry of Corporate Affairs, granting general exemption under section 212(8) for attaching subsidiaries'' fnancial statements, the Board of Directors of the Company had consented for not attaching the annual accounts of the subsidiaries. The annual accounts of the Subsidiary Companies and other related detailed information shall be made available to shareholders of the holding & subsidiary companies seeking such information at any point of time.

The annual accounts of the subsidiary companies shall also be kept for inspection of shareholders in the head offce of the holding company.

A statement pursuant to Section 212 (8) of the Companies Act, 1956, containing the details of the subsidiaries of the Company forms part of the Annual Report.

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in associates and Accounting Standard (AS) 27 on Financial Reporting of Interest in Joint ventures, the audited Consolidated Financial Statements for the fnancial year ended 30 June, 2013 form part of the Annual Report and Accounts.

casH fLoW aNaLYsis

In conformity with the provisions of Clause 32 of the Listing Agreement, the cash fow statement for the year ended 30 June, 2013 is included in the annual accounts.

directors

Mr. Rajendra Mohan Aggarwal, Mr. Anand Bordia, Mr. Deepak Dasgupta and Mr. Ramesh Chandra Rekhi retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Mr. Ashwini Kumar Sharma ceased to be Alternate Director to Mr. Arun Kumar Purwar on 15.05.2013.

aUditors aNd aUditors'' rePort

M/s ASG & Associates, Chartered Accountants, New Delhi, the statutory Auditors of the Company are retiring at the ensuing General Meeting and being eligible, offer themselves for reappointment.

The Notes on Accounts referred to in the Auditors'' Report are self explanatory and therefore do not call for any further comments.

sHiftiNG of reGistered office:

In order to reduce administrative and other expenses which the company was incurring for running the offce at G-11, Hemkunt Chamber, Nehru Place, New Delhi, the Shareholders had consented by postal ballot process to shift the registered offce of the Company from NCT of Delhi to its own corporate offce situated in the State of Haryana.

Shifting of registered offce from one state to another is subject to the approval of Central Government. The Company is in the process of fling necessary application for getting approval for that. Meanwhile the registered offce of the Company has been shifted to 74, Hemkunt Colony, New Delhi-110048.

dePosits

During the year, the Company did not accept any public deposits.

coNserVatioN of eNerGY, tecHNoLoGY aBsorPtioN, foreiGN eXcHaNGe earNiNG aNd oUtGo

The Company''s core activity is civil construction, which is not power intensive. However, your Company takes every effort to conserve the usage of power at its sites and offces. Details regarding, foreign exchange earnings and outgo are furnished herein below, pursuant to the provisions of the Companies Act, 1956, read with the Companies (Disclosure of particulars to the Report of Board of Directors) Rules, 1988.

MaNaGeMeNt discUssioN aNd aNaLYsis rePort

A separate report on the Management discussion and analysis, pursuant to Clause 49 of the Listing Agreement, forms a part of this annual report. Please refer to the same for a comprehensive understanding of the prospects of the infrastructural segments and industries catered to by your Company.

corPorate GoVerNaNce

In pursuance of Clause 49 of the Listing Agreement entered into with the stock exchanges, a separate section on Corporate Governance has been incorporated in the annual report for the information of the shareholders. A certifcate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under the said Clause 49 also forms a part of this annual report.

corPorate sociaL resPoNsiBiLitY

An essential component to your Company''s corporate social responsibility is to care for the community. Your Company endeavours to make a positive contribution towards social causes by supporting a wide range of socio-economic and educational initiatives, and is committed to address important societal needs through philanthropic outreach programmes.

ParticULars of eMPLoYees

Particulars of employees pursuant to the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules 1975, is enclosed as Annexure ''A'' to the this report.

directors'' resPoNsiBiLitY stateMeNt

Pursuant to the provision of Section 217 (2AA) of the Companies Act, 1956, your Directors confrm that:

- In the preparation of the annual accounts for the year ended 30 June, 2013, the applicable accounting standards have been followed along with proper explanations relating to material departures.

- We have selected such accounting policies and applied them consistently and made

judgements 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 30 June 2013 and of the proft for the year ended on that date.

- We have taken proper and suffcient 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.

- The accounts for the year ended 30 June, 2013 have been prepared on a going concern basis.

acKNoWLedGeMeNts

Your Directors wish to place on record their sincere appreciation and thanks for the valuable cooperation and support received from the employees of the Company at all levels, the Company''s bankers, fnancial institutions, Central and State Government authorities, JV partners, clients, consultants, suppliers and members of the Company and look forward for the same in greater measure in the coming years. By order of the Board

Chairman

Date: 13 November 2013

Place: Gurgaon

 
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