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Directors Report of Era Infra Engineering Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 25th Annual Report together with Audited Statement of Accounts of the Company for the year ended 31st March, 2015.

FINANCIAL RESULTS:

The Summarized financial results of the Company for the year under review are as below:

(Rs, in Lacs)

Particulars Year Ended Year Ended 31st March, 2015 31st March, 2014

Total Income 1,73,950.57 2,68,964.30

Profit (Loss) before depreciation & tax (44,255.45) (37,533.12)

Depreciation 19,793.72 13,073.95

Profit (Loss) before tax & Extra Ordinary Items (64,049.17) (50,607.07)

Exceptional Items 1,560.77 26,700.64

Profit(Loss) before tax (65,609.94) (77,307.71)

Provision for tax

- Current Tax - -

- Deferred Tax - (26,922.06)

- MAT Credit/Fringe Benefit Tax - -

- Tax adjustment for earlier years 79.45 -

Profit (Loss)after tax (65,689.39) (50,385.65)

Proposed Dividend together with Tax thereon - -

Transfer to General Reserve - -

Transfer to Debenture Redemption Reserve - -

Surplus (Deficit) carried to Balance Sheet (23,685.24) 55,189.73

FINANCIAL PERFORMANCE

The turnover of the Company for the year ended 31st March, 2015, reported a decline of 35.33 % to Rs, 1,73,950.57 lacs from Rs, 2,68,964.30 lacs in the previous year.

Loss before depreciation and taxation was Rs, 44,255.45 lacs and after providing Rs, 19,793.72 lacs towards depreciation, Rs,1,560.77 lacs towards Exceptional Item on account of Foreign Currency Fluctuation Loss and Rs, 79.45 lacs towards Tax adjustment for earlier years, the net loss amounts to Rs, 65,689.39 lacs.

BUSINESS PERFORMANCE

Era Infra Engineering Limited (EIEL), principally being a major EPC player was directly impacted due to the stress in the construction and infrastructure sector starting from F.Y. 2011-12 onwards. The company strongly faced the stress in the initial years wherein several key and most of small players shut down their operations. However company started facing crises due to continued slump in the construction and infrastructure sector, severely effecting the operations of the company, compounded with few of EIEL road projects getting considerably affected on account of delay in availability of land and environmental clearance which resulted in significant cost escalation thereby putting additional pressure on the financials of EIEL.

Besides, company faced severe pressure on its operational cash flow and liquidity attributable to several external factors such as Slowdown in Infrastructure Sector, Decline in turnover and operating margins, Cash flow mismatch due to elongated Working Capital Cycle, Lack of adequate Working Capital - shortfall arising out of undisbursed/untied WC facilities, Increase in borrowing costs, thereby causing Company to approach for Corporate Debt Restructuring ("CDR").

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.

Despite of the above said constrains, the Gross Order Book of Company as at 31.03.2015 is maintained at Rs, 15,936.43 Crores across sectors, to be implemented over a period of next two to three years. All ongoing projects are monitored on a regular basis by the senior management based at Noida offices. The company has aggressively invested in an in-house ERP system, which encompasses different areas of efficient construction management with greater efficiency, accuracy and predictability.

The Company is professionally managed with well-qualified and experienced personnel in all areas including engineering, finance and administration combined with a full-fledged Enterprise Resource Planning (ERP) and MIS system. As on 31st March, 2015, the Company has on its roll approximately One Thousand Six Hundred employees.

A few of recent Infrastructure projects (including Social Infra) secured by the company from prestigious clients in Public/ Private Sectors are as follows:

1. Construction of New Integrated Terminal Building at VSI Airport, Port Blair from Airport Authority of India, Port Blair.

2. Four Lining with paved side shoulders of Doral Kaplan to Punjab/Haryana border section of NH-71 (New) NH No. 52) from Km 211.390 to Km 238.695 in the state of Punjab on EPC mode under NHDP-IV from PWD, MORTH, Punjab.

3. Construction of New Paid Ward including Associated Works, operation & Maintenance during defect Liability period in AIIMS campus, Ansari Nagar, New Delhi for AIIMS, New Delhi from HSCC (India) Limited, New Delhi.

4. Assembly Hanger for Overhaul at HAL, SED, Sunbed, Kaput (O) i/c Water Supply, Sanitary Installation, Drainage, Development Works, Internal Electrical Installations, Cranes, Mechanical Works, HVAC System, Fire Fighting System, Fire Alarm System, Substation building and Under Ground Sump from CPWD, Kaput.

5. Rehabilitation and up gradation of NH-216 from Km. 3.800 to km 90.460 (Raigarh to Saraipalli Section) in the State of Chhattisgarh to two-lanes with paved shoulders under NHDP-IV on EPC basis" by Ministry of Road Transport & Highways from PWD, MORTH, Raigarh.

Presently the company operates through two strategic divisions:

A) EPC Division (National & International)

This division is in a growth phase, the order book position has improved considerably over the years and it has bagged orders from prestigious clients like NHAI, NTPC, Airport Authority of India, Delhi Metro Rail Corporation Limited, Naya Raipur Development Authority etc. The division's business extends across major sectors of infrastructural growth and it broadly encompasses Roads/ Highways, Power, T&D, Metro, Aviation, Social Infra, Industrial Refinery.

B) Equipment Management Division:

This Division was set up to cater to the growing in-house and external demand for a wide range of construction machinery and to make revenue by using the equipment's in most efficient manner and further to provide the strength to internal execution. The division's large Equipment Bank spans machinery for diverse uses and includes Cranes/ Material Handling Equipment, Pilling Equipment, Aerial Platform & Boom Lifts, Motor Graders etc.

DIVIDEND

In view of the losses, your Directors do not recommend any dividend for the year ended March 31, 2015.

MATERIAL CHANGES

There are no material changes and commitments, affecting the financial position of the company between the end of financial year of your company and the date of this Report.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public or its employees during the year under review. The details of loans and advances, which are required to be disclosed in the annual accounts of the Company pursuant to Clause 32 of the Listing Agreement with the Company, are furnished separately.

DIRECTORS

Since date of last report, Ms. Chetna Kumar, Mr. Kuldeep Kumar Khanna, Ms. Vandana Kaushik, Mr. Mast Ram were appointed as Independent Directors on 10.03.2015, 30.05.2015, 15.10.2015 & 02.12.2015 respectively. Whereas, Mr. Abhay Kumar Singh was appointed as Nominee Director of the Company on 10.03.2015. Further, Mr. Shiv Dayal Kapoor, Mr. Arvind Pande, Mr. Abhay Kumar Singh, Mr. Kuldeep Kumar Khanna, Ms. Chetna Kumar, Mr. S. D. Sharma & Ms. Vandana Kaushik have resigned from post of Directorship of the Company w.e.f. 22nd March, 2015, 30th May, 2015, 25th August, 2015, 25th August, 2015, 10th September, 2015, 11th September, 2015 & 02nd December, 2015 respectively.

As per the provisions of the Companies Act, 2013, Independent Directors are eligible to hold office for a term upto five consecutive years and are eligible for re-appointment for the second term on passing special resolutions by the Company. During their tenure, they will not be liable to retire by rotation. The Company has received from all the Independent Directors consents for their appointment and declarations confirming that they meet the criteria of independence as envisaged under the Companies Act, 2013 and Listing Agreement.

Notices under Section 160 of the Companies Act, 2013 have been received from members proposing their candidature along with requisite deposits. Accordingly, in terms of Section 149(10) read with Schedule IV of the Companies Act, 2013, the Board recommends the appointment of the Mr. Mast Ram as Independent Director from 30th December, 2015 till 29th December, 2020 and shall not be liable to retire by rotation during his tenure. In accordance with the provisions of the Companies Act, 2013, Mr. T.D. Arora, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re- appointment.

Brief resumes of these 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 being placed for approval of the members at the Annual General Meeting.

AUDITORS & AUDIT REPORT:

STATUTORY AUDITORS

M/s. G.C. Sharda & Co., Chartered Accountants, have resigned as Statutory Auditor of the Company w.e.f. 16.09.2015. Further company has received Consent letter from M/s. S S Kothari Mehta & Co., Chartered Accountants (FRN : 000756N) to act as Statutory Auditors of the Company. The Board of Directors of the Company has pursuant to S. 139(8) of Companies Act, 2013 appointed in casual vacancy, M/s. S S Kothari Mehta & Co., Chartered Accountants as Statutory Auditors of the Company w.e.f. 02.12.2015 to hold the office till the ensuing General Meeting of the Company.

As per the terms of provisions of S. 139(8) of Companies Act, 2013, Statutory Auditor appointed in Casual Vacancy is required to be approved by members of the Company in a General Meeting held within Three months from the date of their appointment. Accordingly, it is proposed for the members of the Company to take note and approve the appointment of M/s. S S Kothari Mehta & Co., Chartered Accountants to act as Statutory Auditors of the Company till ensuing 25th Annual General Meeting of the Company, where after their appointment for a term of five years from the conclusion of 25th Annual General Meeting until the conclusion of the 30th Annual General Meeting of the Company, subject to ratification by shareholders at each annual general meeting.

The Company has obtained necessary certificate under section 141 of the Companies Act, 2013 from the auditor conveying their eligibility for the above appointment. The Audit Committee and the Board reviewed their eligibility criteria, as laid down under section 141 of the Companies Act, 2013 and recommended their appointment as auditors for the above said period.

The Auditors' Report does not contain any adverse remark or qualification hence the same do not call for further information or explanation. 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. SKP & Co., Practicing Company Secretaries (C.P. No.: 6575), 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 in form MR-3 has been annexed to this report as 'Annexure 6'. The report is self-explanatory and do not call for any further comments.

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 the Cost Audit Orders, Cost Audit is applicable to the Construction business of the Company for the FY 2014-15.

In view of the same and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s. MS & Co., Cost Accountants (FRN. 102592) have been appointed as Cost Auditors to conduct the audit of cost records of your company for the financial year 2014-15.

Your Company has submitted its Cost Audit Report with the Ministry of Corporate Affairs.

INTERNAL AUDITOR, INTERNAL AUDIT & CONTROLS

The Company continues to engage M/s. P.C. Bindal as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

WHISTLE BLOWER/VIGIL MECHANISM

As per the provisions of Companies Act, 2013, every Listed Company shall establish a vigil mechanism (similar to Whistle Blower mechanism as specified under the non-mandatory requirements of clause 49 of Listing Agreement executed with Stock Exchanges). In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism/ whistle blower policy for directors and employees to report genuine concerns has been established and approved by Board on 30th May, 2014. The Vigil Mechanism is available on the website of the Company at www.eragroup.co.in.

RISK MANAGEMENT POLICY

A statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, this in the opinion of the Board may threaten the existence of the company is stated in the Corporate Governance Report.

AUDIT COMMITTEE

The restructuring in the Directorship of the Company, necessitated restructuring in the Audit Committee. The committee as on date of this report consists of three members namely Mr. Mast Ram, Ms. Vandana Kaushik and Mr. T. D. Arora out of which two are independent Directors. Mr. Mast Ram is the Chairman of Audit Committee. All members of the Audit Committee possess sufficient knowledge and experience in the field of Finance and Accounts. The Committee composition is in accordance with the provisions of Companies Act and Listing Agreement.

MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Six Board Meetings were held on 30th May, 2014; 14th August, 2014; 12th November, 2014, 7th January, 2015, 14th February, 2015 and 10th March, 2015 and Five Audit Committee Meetings were convened and held on 30th May, 2014; 14th August, 2014; 12th November, 2014, 14th February, 2015 and 10th March, 2015. Further details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee ("NRC") has framed this Directors' Performance Evaluation Policy ('Policy') and based on the recommendation of the NRC, this Policy has been approved by the Board on 10th March, 2015. Accordingly, the evaluation of Board was carried out by each Director, of each committee by each of its member and of the individual Director by all other Directors on the Board excepting the concerned Director himself. Evaluation process consisted of a number of questions which the Directors/Members of Committee/other Directors, as the case may be, as evaluators, considered. Scores were assigned (on scale of 1 to 5, with 5 being the highest) to each of the questions. The responses were submitted to the Chairperson of Board and in case of individual directors to NRC. The Concerned then collated and summarized the aggregate of scores assigned by all the Directors/Members to all questions and made a report which was made available for consideration to Board & Independent Directors of the Company.

The Independent Directors of the Company at its meeting held on 10th March, 2015, positively reviewed the performance of non-independent directors and the Board as a whole; reviewed the performance of the Chairperson of the company, taking into account the views of the executive directors and non-executive directors; and assessed the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

DECLARATION BY INDEPENDENT DIRECTOR(S)

The Independent Directors comply with the definition of Independent Director as given under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. While appointing / re-appointing any Independent Directors on the Board, the Committee considers the criteria as laid down in the Companies Act, 2013 and Clause 49 of the Listing Agreement. All the Independent Directors give a certificate confirming that they meet the "independence criteria" as mentioned in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

A declaration by an Independent Director(s) that he/they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 has been enclosed as Annexure 5.

An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

APPOINTMENT & REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Appointment & Remuneration Policy is stated in the Corporate Governance Report.

INFORMATION & STATEMENT OF PARTICULARS OF EMPLOYEES

The Information & Statement of Particulars of employees pursuant to Section 197 of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure 3

EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in form MGT 9 as a part of this Annual Report as Annexure 1.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

In accordance with Section 134(3)(g) of the Companies Act, 2013, the particulars of loans guarantees and investments under Section 186 of the Companies Act, 2013 are provided in notes to financial statements, read with respective heads to the Financial Statements which forms part of this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto shall be disclosed in Form No. AOC-2 as Annexure 2.

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.

SEXUAL HARASSMENT AT WORK PLACE

In order to prevent sexual harassment of women at work place, company is fully determined and proper adjudication & recourse mechanism is in place to avoid any sexual harassment at work place.

During the year Company has not received any complaint of harassment and 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.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per the provisions of Section 135 of the Act, the Company has constituted the CSR committee and has also adopted CSR Policy. The details of the Committee & CSR Policy development & implementation is stated in the Corporate Governance Report.

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.

HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Section 129 of the Companies Act 2013, Consolidated Financial Statements are attached and form part of the Annual Report and the same shall be laid before the ensuing AGM along with the Financial Statements of the Company.

SUBSIDIARY COMPANIES, JOINT VENTURES & ASSOCIATE COMPANIES

As required under the first proviso to sub-section (3) of Section 129 of the Companies Act, 2013, a separate statement containing the salient features of the financial statements of the subsidiaries, associates and joint venture companies in Form AOC.1 is annexed to the Financial Statements as Annexure – 4 and forms part of the Annual Report, which covers the performance and financial position of the subsidiaries, associates and joint venture companies.

The Company will make available the Annual Accounts of the subsidiary company and other related information upon request by any member of the Company or its subsidiary company. The Annual Accounts of the subsidiary company will also be kept open for inspection at the registered office of the Company and the subsidiary company during business hours.

LISTING

The Equity shares continue to be listed on the BSE Ltd. (BSE) and the National Stock Exchange of India Ltd. (NSE). Both these Stock Exchanges have nationwide terminals and therefore, shareholders/investors are not facing any difficulty in trading the shares of the Company from any part of the Country. The Company has paid annual listing fee for 2014-15 to the BSE Ltd. and the National Stock Exchange of India Ltd. and annual custody fee to National Securities Depository Limited and Central Depository Services (India ) Limited.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS

A Company holds fiduciary relationship with its stakeholders and community, here the Board of Directors of the Company act as trustee to all the stakeholders of the Company to enhance the stakeholder's value and protect their interest. Your Company is committed to benchmark itself with global standards in all areas including appropriate standards for Good Corporate Governance. Towards this end, an effective Corporate Governance System has been put in place in the Company which also ensures that the provisions of Clause 49 of the Listing Agreement are duly complied with. A report on Corporate Governance, and Management Discussion and Analysis, along with Certificate on its compliance from Mr. Pooja Anand, Company Secretary in Practice is enclosed with this Annual Report.

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

Conservation of Energy:

The core activity of the company is civil construction which is not an energy intensive activity, however all steps are taken to conserve energy at all levels of operations wherever possible. There are no particulars required to be disclosed as required under the new provisions of Companies Act, 2013 & rules made thereunder.

Technology Absorption:

During the year, there was no 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 need to be absorbed or adapted. There are no particulars required to be disclosed as required under the new provisions of Companies Act, 2013 & rules made thereunder.

Innovation is a culture in the Company to achieve cost efficiency in the construction activity to be more and more competitive in the prevailing environment and the effect of the same cannot be quantified.

Foreign exchange earnings and outgo:

The foreign exchange earning /outgo during the year are as under:

(Rs, in Lacs)

Particulars Current Year Previous Year

Foreign Exchange Earnings Nil Nil

Foreign Exchange Outgo 882.52 5870.99

DIRECTORS RESPONSIBILITY STATEMENT

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

a) In the preparation of the annual accounts, the applicable accounting standards had 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 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.

ACKNOWLEDGEMENT

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. The directors also convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution.

In the absence of Chairman of the Company, this Directors Report and its Annexures are signed by the Chairperson of the Meetings of Board of Directors held on December 02, 2015.

For and on Behalf of the Board

Place: Noida

(T. D. Arora)

Date: December 02, 2015 Whole Time Director


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 24th Annual Report together with Audited Statement of Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS:

The Summarized financial results of the Company for the year under review are as below:

(Rs. in Lacs)

Particulars Year Ended Year Ended 31st March, 2014 31st March, 2013

Total Income 2,68,964.30 4,70,181.37

Profit (Loss) before depreciation & tax (37,533.12) 37,172.58

Depreciation 13,073.95 11,041.39

Profit (Loss) before tax & Extra Ordinary Items (50,607.07) 26,131.19

Extra Ordinary Items 26,700.64 2,354.68

Profit (Loss) before tax (77,307.71) 23,776.51

Provision for tax

- Current Tax - 4,676.43

- Deferred Tax (26,922.06) 3,947.78

- MAT Credit/Fringe Benefit Tax - (1,675.15)

- Tax adjustment for earlier years - -

Profit (Loss) after tax (50,385.65) 16,827.45

Proposed Dividend together with Tax thereon *(845.30) 845.30

Transfer to General Reserve - 1,682.75

Transfer to Debenture Redemption Reserve - 310.00

Surplus carried to Balance Sheet 55,189.73 104,730.08

*Proposed dividend on Equity shares and tax thereon is reversed in the Current year as the proposed dividend was not approved by the Shareholders.

FINANCIAL PERFORMANCE

The turnover of the Company for the year ended 31st March, 2014 is Rs. 2,68,964.30 lacs as against Rs. 4,70,181.37 lacs in the previous year.

Loss before depreciation and taxation was Rs. 37,533.12 lacs and after providing Rs. 13,073.95 lacs towards depreciation, Extra-Ordinary Item on account of Foreign Currency Translation Loss of Rs. 26,700.64 lacs and deferred tax of Rs. (26,922.06) lacs towards tax, the net loss amounts to Rs. 50,385.65 lacs.

BUSINESS PERFORMANCE

Infrastructure development in India has been going through a very difficult phase over the last three years.

The Company principally being an EPC Player was directly impacted due to stress in the construction and infrastructure sector. Few of the Company''s Road projects also got impacted considerably on account of delay in availability & environmental clearance which resulted in heavy cost escalation. The Company is facing severe pressure on its operational cash flow and liquidity attributable to several external factors such as:

(a) Slowdown in Infrastructure sector

(b) Considerable blockage of funds in Working Capital

(c) Higher cost of borrowings etc.

Under these circumstances, the Company had to approach the Corporate Debt Restructuring ("CDR") cell during 2013 for debt restructuring through CDR mechanism envisaged under the guidelines issued by the Reserve Bank of India (the "RBI"). The CDR Cell approved the debt restructuring of the Company vide letter dated March 29, 2014 (the "LOA"). The Company has also executed a Master Restructuring Agreement ("MRA") dated March 29, 2014 which was subsequently amended on May 19, 2014 with the CDR Lenders in furtherance to the CDR package of the Company, besides various other related documents as envisaged under the MRA. The broad terms of the Company''s CDR scheme includes inter alia:

a. Restructuring the existing debt facilities including term loans, non-convertible debentures (NCDs), External commercial borrowings (ECBs), term loans from Non-CDR lenders, working capital term loan, funded interest term loan and Fund Based & Non-Fund Based Working Capital Limits in all aggregating to Rs. 8754.75 Crores (Approximately) availed by the Company, including revision of the interest rates, principal payment schedule and grant of priority (fresh) term loan of Rs. 120.05 crores;

b. Creation of additional security for the facilities covered under the MRA, personal guarantee of Shri H.S. Bharana, Chairman & Managing Director and Pledge of entire promoter shareholding in favour of CDR Lenders within the permissible time frame.

c. The promoters are also required to contribute/ infuse funds into the Company to the extent of 25% of the sacrifice being made by the Lenders (amounting to Rs. 223.31 Crores) of which Rs. 178.65 Crores is required to be brought within 120 days of implementation of the restructuring scheme and the balance Rs. 44.66 Crores to be brought in within 1 year of approval of CDR Package. The Promoters are also required to bring in their contribution towards priority loan amounting to Rs. 40.02 Crores and additional promoter contributions to be made in financial year 2016-17, 2017-18 & 2018-2019 for Rs. 200.00 Crores, Rs. 150.00 Crores & Rs. 150.00 Crores, respectively.

The Company is expected to come out with the stressful circumstance, once the debts obligations are completed restructured in line with the LOA and MRA (including amendments thereto).

Despite of the above said constrains, the Order Book of Company as at 31.03.2014 is maintained at Rs. 15,723.95 Crores across sectors, to be implemented over a period of next two to three years. All ongoing projects are monitored on a regular basis by the senior management based at Noida offices. The company has aggressively invested in an in-house ERP system, which encompasses different areas of efficient construction management with greater efficiency, accuracy and predictability.

The Company is professionally managed with well-qualified and experienced personnel in all areas including engineering, finance and administration combined with a full-fledged Enterprise Resource Planning (ERP) and MIS system. As on 31st March, 2014, the Company has on its roll approximately Two Thousand (2000) employees.

A few of recent Infrastructure projects (including Social Infra) secured by the company from prestigious clients in Public/ Private Sectors are as follows:

1. A project for Construction of phase II hostel complex consisting of 376 bachelor and 144 married accommodation for trainees of Bhaba Atomic Research Centre (BARC)/Homi Bhabha National Institute (HBNI) at Anushaktinagar, Mumbai from Department of Atomic Energy.

2. Contract for "Procurement of Trespassing Control measures including provision of Escalators" at various stations at Mumbai from Mumbai Railway Vikas Corporation Ltd.

3. A Contract for "SG and Offsite Civil Works Package for Nabinagar Super Thermal Power Project, (3x660 MW) in Aurangabad district of Bihar by Nabinagar Power Generating Company Private Limited (NPGC)- a joint venture of NTPC Limited and Bihar State Electricity Board.

4. A Contract for "Construction of elevated viaduct, 5 elevated Stations viz Kadavanthara, Elamkulam, Vyttila, Thaikoodam & Petta (from Chainage 19329.685 m to 25119.278 m) including Architectural Finishing, Plumbing works of Stations on Alwaye-Petta Line of Kochi Metro Rail Project" at Kochi, Kerala by Delhi Metro Rail Corporation Ltd., in joint venture with Chengdu Ranken, China.

5. A Contract from NTPC Limited, for civil works of Main Plant and Offsite Civil Works Package for lara Super thermal Power Project, Stage-I (2 x 800 MW) in Raigarh district of Chhattisgarh.

Presently the company operates through two strategic divisions:

A) EPC Division (National & International)

This division is in a growth phase, the order book position has improved considerably over the years and it has bagged orders from prestigious clients like NHAI, NTPC, Airport Authority of India, Delhi Metro Rail Corporation Limited, Naya Raipur Development Authority etc. The division''s business extends across major sectors of infrastructural growth and it broadly encompasses Roads/ Highways, Power, T&D, Metro, Aviation, Social Infra, Industrial Refinery.

B) Equipment Management Division:

This Division was set up to cater to the growing in-house and external demand for a wide range of construction machinery and to make revenue by using the equipments in most efficient manner and further to provide the strength to internal execution. The division''s large Equipment Bank spans machinery for diverse uses and includes Cranes/ Material Handling Equipment, Pilling Equipment, Aerial Platform & Boom Lifts, Motor Graders etc.

Today the company is a known name in the field of Infrastructure projects contributing to the Infrastructure development of modern India. The Company has transformed from a mere construction company to a major player in the Roads, Bridges, Power sector building, to BOOT and BOT projects. Successful completion of projects in hand is a habit of the company. No major Labour disputes, no Strikes/Labour unrest is something which speaks about the other good attributes of the company.

DIVIDEND

In view of the losses, your Directors do not recommend any dividend for the year ended March 31, 2014.

MATERIAL CHANGES

There are no material changes and commitments, affecting the financial position of the company between the end of financial year of your company and the date of this Report.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public or its employees during the year under review. The details of loans and advances, which are required to be disclosed in the annual accounts of the Company pursuant to Clause 32 of the Listing Agreement with the Company, are furnished separately.

DIRECTORS

There were no changes in the Directorship of the Company since last reporting.

As per the provisions of the Companies Act, 2013, Independent Directors are eligible to hold office for a term upto five consecutive years and are eligible for re-appointment for the second term on passing special resolutions by the Company. During their tenure, they will not be liable to retire by rotation. The Company has received from all the Independent Directors consents for their appointment and declarations confirming that they meet the criteria of independence as envisaged under the Companies Act, 2013 and Listing Agreement.

Notices under Section 160 of the Companies Act, 2013 have been received from members proposing their candidature along with requisite deposits. Accordingly, in terms of Section 149(10) read with Schedule IV of the Companies Act, 2013, the Board recommends the appointment of the above directors as Independent Directors who shall hold office upto March 31, 2019 and shall not be liable to retire by rotation during their tenure. In accordance with the provisions of the Companies Act, 2013, Mr. H.S. Bharana, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re- appointment.

Brief resumes of these 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.

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. 01st 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.

AUDITORS

In terms of the provisions of the Companies Act, 2013, M/s. G.C. Sharda & Co., Chartered Accountants, Statutory Auditors of the Company, will complete their first term of 8 (eight) consecutive years at the conclusion of the ensuing Annual General Meeting.

As per the provision of Section 141 of the Companies Act, 2013 read with rule 6 of the Companies (Audit & Auditors) Rules, 2014. They can be further appointed as statutory auditors for another term of 3 (Three) consecutive years i.e., till the conclusion of Annual General Meeting to be held in the year 2017. The Company has obtained necessary certificate under section 141 of the Companies Act, 2013 from the auditor conveying their eligibility for the above appointment. The Audit Committee and the Board reviewed their eligibility criteria, as laid down under section 141 of the Companies Act, 2013 and recommended their appointment as auditors for the above said period.

AUDIT COMMITTEE

The Audit Committee consists of four members namely Mr. S.D. Sharma, Mr. S.D. Kapoor, Mr. Arvind Pande and Mr. T.D. Arora out of which three are independent Directors. Mr. S.D. Sharma is the Chairman of Audit Committee. All members of the Audit Committee possess sufficient knowledge and experience in the field of Finance and Accounts. The Committee composition is in accordance with the provisions of Companies Act and Listing Agreement.

AUDITORS'' REPORT

The Auditors'' Report does not contain any adverse remark or qualification hence the same do not call for further information or explanation. The observations and comments given by the Auditors read together with notes to accounts are self explanatory, hence do not call for any further comments under Section 217 of the Companies Act, 1956.

SUBSIDIARY COMPANIES

In terms of the general exemption granted by the Government of India vide its general circular no. 2/2011 dated February 08, 2011, from attaching the Directors'' Report, Balance Sheet, Statement of Profit & Loss and other particulars of the subsidiaries, the Board of Directors in its meeting held on May 30, 2014 decided not to attach Directors. Report, Balance Sheet, Statement of Profit & Loss and other particulars of Subsidiary Companies with the Annual Report of the Company this year

The Company will make available the Annual Accounts of the subsidiary company and other related information upon request by any member of the Company or its subsidiary company. The Annual Accounts of the subsidiary company will also be kept open for inspection at the registered office of the Company and the subsidiary company during business hours.

LISTING

The Equity shares continue to be listed on the BSE Ltd. (BSE) and the National Stock Exchange of India Ltd. (NSE). Both these Stock Exchanges have nationwide terminals and therefore, shareholders/investors are not facing any difficulty in trading the shares of the Company from any part of the Country. The Company has paid annual listing fee for 2014-15 to the BSE Ltd. and the National Stock Exchange of India Ltd. and annual custody fee to National Securities Depository Limited and Central Depository Services (India) Limited.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS

A Company holds fiduciary relationship with its stakeholders and community, here the Board of Directors of the Company act as trustee to all the stakeholders of the Company to enhance the stakeholder''s value and protect their interest. Your Company is committed to benchmark itself with global standards in all areas including appropriate standards for Good Corporate Governance. Towards this end, an effective Corporate Governance System has been put in place in the Company which also ensures that the provisions of Clause 49 of the Listing Agreement are duly complied with. A report on Corporate Governance, and Management Discussion and Analysis, along with Certificate on its compliance from Ms. Pooja Anand, Company Secretary in Practice is enclosed with this Annual Report.

PARTICULARS OF EMPLOYEES

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended are given in Annexure A and form part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, it is confirmed that:

1. The applicable accounting standards have been followed by the Company in preparation of the annual accounts for the financial year ended 31st March, 2014.

2. The Directors have selected 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 31st March, 2014 and of the loss of the Company for the financial year ending 31st March, 2014.

3. 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.

4. The Directors have prepared accounts for the financial year ended 31st March, 2014 on a going concern basis.

ACKNOWLEDGEMENT

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. The directors also convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution.

For and on Behalf of the Board

Place: Noida (H.S. Bharana) Date : August 14, 2014 Chairman & Managing Director (DIN: 00007018)


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the 23rd Annual Report together with Audited Statement of Accounts of the Company for the year ended 31st March, 2013.

FINANCIAL RESULTS:

The Summarized financial results of the Company for the year under review are as below:

(Rs. in lacs)

PARTICULARS Year Ended Year Ended 31st March, 2013 31st March, 2012

Total Income 4,70,181.37 4,38,399.52

Profit before depreciation & tax 37,172.60 41,758.16

Depreciation 11,041.39 9,736.35

Profit before tax & Extra Ordinary Items 26,131.21 32,021.81

Extra Ordinary Items 2,354.68 4,122.74

Profit before tax 23,776.53 27,899.07

Provision for tax

- Current Tax 4,676.43 6,567.63

- Deferred Tax 3,947.78 4,351.04

- MAT Credit/Fringe Benefit Tax (1,675.15) -

- Tax adjustment for earlier years - 877.67

Profit after tax 16,827.47 16,102.74

Proposed Dividend together with Tax thereon 845.30 845.30

Transfer to General Reserve 1,682.75 1,610.28

Transfer to Debenture Redemption Reserve 310.00 1,045.00

Surplus carried to Balance Sheet 104,730.08 90,740.66

FINANCIAL PERFORMANCE

The turnover of the Company for the year ended 31st March, 2013, reported an increase of 7.25 % rising to Rs. 4,70,181.37 lacs from Rs. 4,38,399.52 lacs in the previous year.

Profit before depreciation and taxation was Rs. 37,172.60 lacs and after providing Rs. 11,041.39 lacs towards depreciation, Extra-Ordinary Item on account of Foreign Currency Translation Loss of Rs. 2,354.68 and Rs. 6,949.06 lacs towards tax, the net profit amounts to Rs. 16,827.47 lacs.

BUSINESS PERFORMANCE

The flagship company of the Era Group, Era Infra Engineering Ltd. is amongst one of the fastest growing infrastructure companies in India with a wide sectoral presence. Continuously striving to foray into fast-growing infrastructure segments, across India and outside, the Company has diverse and extensive execution experience across key sectors of growth. Armed with extensive engagement with prestigious clients across both public as well as private sector, Era Infra Engineering is a central player in key infrastructural development that is instrumental in building the lifeline of tomorrow.

The Company has completed various projects since inception for renowned clients like NTPC, PGC, NHPC, RVNL, BHEL, IRWO, NBCC, PWD, NALCO, RVNL, Airport Authority of India, Delhi Metro Rail Corporation Limited, Delhi Development

Authority (DDA), Central Public Works Departments and Department of Atomic Energy to name a few. The company had received repeated orders from reputed clients like NTPC, Gujarat Ambuja, Rajasthan Spinning, Birla Tyres, Indian Glycols, National Dairy Development Board, Bharat Heavy Electrical Limited etc. The key factor that has contributed to the company''s success is in-house technical expertise and strong project management capabilities, which ensures timely execution of the projects within budgeted costs and continued emphasis on maintaining quality standards.

The Company is professionally managed with well-qualified and experienced personnel in all areas including engineering, finance and administration combined with a full-fledged Enterprise Resource Planning (ERP) and MIS system. As on 31st March, 2013, the Company has on its roll over Three Thousand Seven Hundred & Twenty Two (3722) employees, which includes around One Thousand One Hundred (1100) experienced and skilled engineers.

The Order Book of Company has increased from approx Rs. 14,137.00 Cr. in 2012 to Rs. 16,205.00 Cr. (approx) as on date across sectors, to be implemented over a period of next two to three years. All ongoing projects are monitored on a regular basis by the senior management based at Delhi and Noida offices. The company has aggressively invested in an in- house ERP system, which encompasses different areas of efficient construction management with greater efficiency, accuracy and predictability.

In tandem with the growth momentum of the earlier years, your company has strengthen its position in the market by stepping in diversified segments, in this financial year they are focusing more on the complex projects with longer duration which will truly portrays the in-built capability of your company.

A few of recent Infrastructure projects (including Social Infra) secured by the company from prestigious clients in Public/Private Sectors are as follows:

1. A project for Extension of Vikram Sarabhai Bhavan including Civil, Public Health & Electrical Works by Department of Atomic Energy at Anushaktinagar, Mumbai.

2. A contract for Construction Works of Heritage Institute of Medical Sciences at NH-2, Bhadawa, Varanasi by Heritage Hospitals.

3. A Contract for "Construction of New Operation Theatre (OT) Block and Service Blocks at Pandit B.D. Sharma Post Graduate Institute of Medical Sciences, Rohtak (Haryana) under PMSSY-II" by Ministry of Health & Family Welfare. (MoHFW) Govt. of India.

4. A contract from National Buildings Construction Corporation Limited (NBCC) for Construction of Proposed Office Block, Allied Services, External Development Works etc. for Satluj Jal Vidyut Nigam (SJVN) at Sanahan, Shimla, Himachal Pradesh.

5. Another contract from National Buildings Construction Corporation Limited (NBCC) for Construction / Up gradation of NICD to NCDC at 22, Sham Nath Marg, Delhi Sub Head: Civil, Internal & External Electrification, Water Supply, Plumbing Work, Fire Fighting, Finishing Fixtures, HVAC with Allied Works etc.(Pkg-I).

6. A Contract in housing segment from Delhi Development Authority, for construction of 3000 Multi storyed Dwelling Units at Community Centre Site (A Turnkey Project)" by Delhi Development Authority (DDA) under in- Situ Rehabilitation at Kalkaji Extension, New Delhi.

7. A contract from Department of Atomic Energy, Government of India for "Construction of Phase-I Hostel Complex consisting of 376 bachelor and 136 married accommodation including Civil, Internal & External PH Works, Internal Electrical Works and Development works for Trainees of BARC / HBNI at Anushaktinagar, Mumbai.

8. A Contract for Construction of elevated viaduct, 5 elevated Stations viz Kadavanthara, Elamkulam, Vyttila, Thaikoodam & Petta (from Chainage 19329.685 m to 25119.278 m) including Architectural Finishing, Plumbing works of Stations on Alwaye-Petta Line of Kochi Metro Rail Project in Kochi, Kerala by Delhi Metro Rail Corporation Ltd.

9. The work of Main Plant and Offsite Civil Works Package for Lara Super Thermal Power Project, Stage-I (2 x 800 MW) in Raigarh district of Chhattisgarh by NTPC Limited.

10. The work of SG and Offsite Civil Works Package for Nabinagar Super Thermal Power Project, (3x660 MW) in Aurangabad district of Bihar by Nabinagar Power Generating Company Pvt. Ltd (NPGC)(A Joint Venture of NTPC Limited and Bihar State Electricity Board).

Presently the company has two strategic divisions which help the company in maintaining its growth momentum.

A) EPC Division (National & International)

This division is in a growth phase, the order book position has improved considerably over the years and it has bagged orders from prestigious clients like NHAI, NTPC, Airport Authority of India, Delhi Metro Rail Corporation Limited, Naya Raipur Development Authority etc. The division''s business extends across major sectors of infrastructural growth and it broadly encompasses Roads/ Highways, Power, T&D, Metro, Aviation, Social Infra, Industrial Refinery.

This year, the Division was instrumental in achieving some of the important milestone in the history of the company. This year the Company as EPC Contractor successfully achieved the Commercial Operation Date (COD) of two prestigious road projects:

1. Gwalior Bypass: A Project for design, construction, development, finance, operation and maintenance of the work of Construction of New Four Lane Gwalior Bypass of the Length 42.033 km from km 103.00 of NH - 3 to km

16.00 on NH - 75 in The state of Madhya Pradesh, under North - South Corridor (NHDP - Phase-II) on Build, Operate & Transfer (BOT) (Annuity) Basis.

2. Hyderabad Ring Road: A Project for Design, Construction, Development, Finance, Operation & Maintenance of Eight Lane Access Controlled Expressway Under Phase - II A Programme as an Extension Of Phase - I of Outer Ring Road To Hyderabad City, In The State Of Andhra Pradesh, For The Package From Narsingi to Kollur From Km 0.00 To Km 12.00 on Build, Operate & Transfer (BOT) (Annuity) Basis.

B) Equipment Management Division:

This Division was set up to cater to the growing in-house and external demand for a wide range of construction machinery and to make revenue by using the equipments in most efficient manner and further to provide the strength to internal execution. The division''s large Equipment Bank spans machinery for diverse uses and includes Cranes/ Material Handling Equipment, Pilling Equipment, Aerial Platform & Boom Lifts, Motor Graders etc.

Today the company is a known name in the field of Infrastructure projects contributing to the Infrastructure development of modern India. The Company has transformed from a mere construction company to a major player in the Roads, Bridges, Power sector building, to BOOT and BOT projects. Successful completion of projects in hand is a habit of the company. No major Labour disputes, no Strikes/Labour unrest is something which speaks about the other good attributes of the company.

DIVIDEND

The Directors recommend a Dividend of Rs. 0.40 per Equity Share (20.00 per cent) for the financial year 2012-13. If the dividend, as recommended by the Board of Directors, is approved at this AGM, payment of such dividend will be made on or before October 28, 2013.

MATERIAL CHANGES

There are no material changes and commitments, affecting the financial position of the company between the end of financial year of your company and the date of this Report.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public or its employees during the year under review. The details of loans and advances, which are required to be disclosed in the annual accounts of the Company pursuant to Clause 32 of the Listing Agreement with the Company, are furnished separately.

DIRECTORS

There were no changes in the Directorship of the Company since last reporting.

Mr. S.D. Sharma and Mr. S.D. Kapoor retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment. Their appointment require the approval of the members at the ensuing Annual General Meeting.

AUDITORS

M/s. G. C. Sharda & Co., Chartered Accountants, the Statutory Auditors, who retire at the conclusion of the forthcoming Annual General Meeting, have expressed their unwillingness to be re-appointed as the Statutory Auditors of the Company for the financial year 2013-14 vide their letter dated 12th August 2013.

A Notice has been received from a shareholder pursuant to Section 225, read with Section 190, of the Companies Act, 1956 proposing a resolution for approval of the shareholders at the ensuing Annual General Meeting for appointment of M/s. Jain Praveen Kumar & Co., as Statutory Auditors of the Company. The subject Resolution is appearing as item no. 5 of the Notice convening the Annual General Meeting which forms part of this Annual Report. M/s. Jain Praveen Kumar & Co., have also given their consent to act as Statutory Auditors, if appointed, and confirmed that the appointment, if made, would be in compliance of Section 224 (1B) of the Companies Act, 1956.

Your Directors sincerely thank M/s G. C. Sharda & Co., Chartered Accountants, for the professional services rendered by them to the Company and place on record their valued contributions in the past years.

AUDIT COMMITTEE

The Audit Committee consists of four members namely Mr. A.K. Mehta, Mr. S.D. Sharma, Mr. T.D. Arora and Mr. Arvind Pande out of which three are independent Directors. Mr. A. K. Mehta is the Chairman of Audit Committee. All members of the Audit Committee possess sufficient knowledge and experience in the field of Finance and Accounts.

AUDITORS'' REPORT

The Auditors'' Report does not contain any adverse remark or qualification hence the same do not call for further information or explanation.

SUBSIDIARY COMPANIES

As per Section 212 of the Companies Act, 1956, we are required to attach the Profit and Loss Account, Balance Sheet, Auditors'' Report and Directors'' Report of our subsidiary companies. We believe that the Consolidated Financial Statements present a more comprehensive picture rather than the standalone financial statements.

The Ministry of Corporate Affairs (MCA), Government of India (GOI), vide its General Circular No. 2/2011 dated 8th February, 2011 has granted a general exemption from the requirement of attaching the Balance Sheet and Profit & Loss Account, Schedules to Accounts and Notes forming part of the Accounts, Report of the Board of Directors, Report of the Auditors etc., of subsidiary companies with the Annual Accounts of the Company under Section 212(8) of the Companies Act, 1956 subject to compliance of conditions mentioned therein.

In terms of the aforesaid general exemption granted by MCA, the Board of Directors of the Company has given its consent for not attaching the Balance Sheet and Profit & Loss Account, Schedules to Accounts and Notes forming part of the Accounts, Report of the Board of Directors, Report of the Auditors etc., of its subsidiaries with the Annual Accounts of the Company, in relation to the financial year ending on 31st March, 2013.

As permitted by SEBI guidelines and The Companies Act, 1956, we have included Consolidated financial statements of your company in this Annual Report. The detailed financial statements and audit reports of the subsidiaries are available for inspection at the Registered Office of the Company and upon written request from a shareholder; we will arrange to send the full balance sheet, profit and loss account and auditors'' report to the said shareholder.

LISTING

The Equity shares continue to be listed on the Bombay Stock Exchange Ltd. (BSE) and the National Stock Exchange of India Ltd. (NSE). Both these Stock Exchanges have nation wide terminals and therefore, shareholders/investors are not facing any difficulty in trading the shares of the Company from any part of the Country. The Company has paid annual listing fee for 2013-14 to the Bombay Stock Exchange Ltd. and the National Stock Exchange of India Ltd. and annual custody fee to National Securities Depository Limited and Central Depository Services (India ) Limited.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS

A Company holds fiduciary relationship with its stakeholders and community, here the Board of Directors of the Company act as trustee to all the stakeholders of the Company to enhance the stakeholder''s value and protect their interest. Your Company is committed to benchmark itself with global standards in all areas including appropriate standards for Good

Corporate Governance. Towards this end, an effective Corporate Governance System has been put in place in the Company which also ensures that the provisions of Clause 49 of the Listing Agreement are duly complied with. A report on Corporate Governance, and Management Discussion and Analysis, along with Certificate on its compliance from Mr. R.S. Bhatia, Company Secretary in Practice is enclosed with this Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO Conservation of Energy:

The core activity of the company is civil construction which is not an energy intensive activity, however all steps are taken to conserve energy at all levels of operations wherever possible. There are no particulars to be disclosed as per Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

Technology Absorption:

During the year, there was no 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.

Innovation is a culture in the Company to achieve cost efficiency in the construction activity to be more and more competitive in the prevailing environment and the effect of the same cannot be quantified.

PARTICULARS OF EMPLOYEES

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended are given in Annexure A and form part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, it is confirmed that:

1. The applicable accounting standards have been followed by the Company in preparation of the annual accounts for the financial year ended 31st March, 2013.

2. The Directors have selected 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 31st March, 2013 and of the profit of the Company for the financial year ending 31st March, 2013.

3. 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.

4. The Directors have prepared accounts for the financial year ended 31st March, 2013 on a going concern basis.

ACKNOWLEDGEMENT

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. The directors also convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution.



For and on Behalf of the Board

Place: New Delhi (H.S. Bharana)

Date: August 14, 2013 Chairman & Managing Director


Mar 31, 2012

The Directors have pleasure in presenting the 22nd Annual Report together with Audited Statement of Accounts of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS:

The Summarized financial results of the Company for the year under review are as below:

(Rs. in lacs)

PARTICULARS Year Ended Year Ended 31st March, 2012 31st March, 2011

Total Income 4,38,399.52 387,156.47

Profit before depreciation & tax 41,758.16 44,122.84

Depreciation 9,736.35 8,401.29

Profit before tax & Extra Ordinary Items 32,021.81 35,721.55

Extra Ordinary Items 4,122.74 -

Profit before tax 27,899.07 35,721.55

Provision for tax

- Current 6,567.63 7,118.17

- Deferred Tax 4,351.04 2,778.81

- MAT Credit/Fringe Benefit Tax - 1,071.18

- Tax adjustment for earlier years 877.67 70.01

Profit after tax 16,102.74 24,683.38

Proposed Dividend together with Tax thereon 845.30 845.30

Transfer to General Reserve 1,610.28 2,468.00

Transfer to Debenture Redemption Reserve1,045.00 1,060.00

Surplus carried to Balance Sheet 90,740.66 78,138.50

FINANCIAL PERFORMANCE

The turnover of the Company for the year ended 31st March, 2012, reported an increase of 13.24 % rising to Rs. 438,399.52 lacs from Rs. 387,156.47 lacs in the previous year.

Profit before depreciation and taxation was Rs. 41,758.16 lacs and after providing Rs. 9,736.35 lacs towards depreciation, Extra-Ordinary Item on account of Foreign Currency Translation Loss of Rs. 4,122.74 lacs and Rs. 11,796.34 lacs towards tax, the net profit amounts to Rs. 16,102.74 lacs.

BUSINESS PERFORMANCE

The flagship company of the Era Group, Era Infra Engineering Ltd. is amongst one of the fastest growing infrastructure companies in India with a wide sectoral presence. Continuously striving to foray into fast-growing infrastructure segments, across India and outside, the Company has diverse and extensive execution experience across key sectors of growth.

Armed with extensive engagement with prestigious clients across both public as well as private sector, Era Infra Engineering is a central player in key infrastructural development that is instrumental in building the lifeline of tomorrow.

The Company has completed various projects since inception for renowned clients like NTPC, PGC, NHPC, RVNL, BHEL, IRWO, NBCC, PWD, NALCO, RVNL, Airport Authority of India, Delhi Metro Rail Corporation Limited, Central Public Works Departments to name a few. The company has received repeat orders from reputed clients like NTPC, Gujarat Ambuja, Rajasthan Spinning, Birla Tyres, Indian Glycols, National Dairy Development Board, Bharat Heavy Electrical Limited etc. The key factor that has contributed to the company's success is in-house technical expertise and strong project management capabilities, which ensures timely execution of the projects within budgeted costs and continued emphasis on maintaining quality standards.

The Company is professionally managed with well-qualified and experienced personnel in all areas including engineering, finance and administration combined with a full-fledged Enterprise Resource Planning (ERP) and MIS system. As on 31st March, 2012, the Company has on its roll over Four Thousand One Hundred & Eleven (4111) employees, which includes around One Thousand experienced and skilled engineers.

The Order Book of Company has increased from Rs. 10,422 Cr. (approx.) in 2011 to Rs. 14,137.00 Cr. (approx.) as on date, for project across sectors to be implemented over a period of next two to three years. All ongoing projects are monitored on a regular basis by the senior management based at Delhi and Noida offices. The company has aggressively invested in an in- house ERP system, which encompasses different areas of efficient construction management with greater efficiency, accuracy and predictability.

In tandem with the growth momentum of the earlier years, your company has strengthen its position in the market by stepping in diversified segments, in this financial year they are focusing more on the complex projects with longer duration which will truly portrays the in-built capability of your company.

A few of the projects for this financial year are as follows:

- Infrastructure: In infrastructure space we have received orders from Delhi Metro Rail Corporation Ltd. (DMRC) for "Design and Construction of Tunnel by Shield TBM and Lal Qila & Kashmere Gate Stations by Cut and Cover method between Jama Masjid and Kashmere Gate for underground works under the Delhi MRTS project of Phase-III." Era bagged one of the biggest project from National Highway Authority of India for four laning of Rampur-Kathgodam section of NH-87 from 0.00 KM to 88.00 KM in states of Uttar Pradesh & Uttarakhand.

- Power: Bagged projects in five districts of Madhya Pradesh for Supply, Erection, Testing and Commissioning of New 11 KV & LT Lines and 11/0.4 KV Distribution Substations under Rajiv Gandhi Grameen Vidyutikaran Yojana.

A Project from Rajasthan Rajya Vidyut Prasaran Nigam Limited Jaipur for "Construction of 1 kV. (Approx.) LILO of 2nd Ckt. Of 400 kV D/C Chhabra TPS-Dahara Line at 765 kV GSS Anta & 45 KV (Approx.) 400 kV S/C Line Extending from 765/400 kV Anta GSS to PGCIL's 400/200 kV Kota GSS (Twin Moose) Transmission Line."

- Social Infra: Received Work Orders in housing segment from Era Landmarks Limited in Sector-68 & Sector-103, Gurgaon. Bagged project from Ircon International Limited for construction of Officer's Club & Guest House, Supervisor & Worker's Club & Guest House, Senior Sec. & Primary Schools, Technical Trainee & Sports Hostel, Maintenance office, Hospital and Shopping Complex etc. at Lalganj, Raebareli and a project from Soni Infratech Pvt. Ltd. for Construction of Group Housing "Spire South" at Sector 68, Badshahpur, Sohna Road, Gurgoan, Haryana.

Presently the company has two strategic divisions which help the company in maintaining its growth momentum.

Engineering, Procurement and Construction (EPC) Division: This division is in a growth phase, the order book position has improved considerably over the years and it has bagged orders from prestigious clients like NHAI, NTPC, Airport Authority of India, Delhi Metro Rail Corporation Limited, Naya Raipur Development Authority etc.

The surge in construction activity has led to exponential growth in infrastructure development across the country. This has naturally resulted in an increase in demand in construction activities, raising the potential bar manifold, which in turn has enabled the EPC Division of your company to foray into some of the most lucrative and growing segments of the infrastructure space. This division executes infrastructure development contracts across the spectrum for both external customers as well as for captive consumption.

The division's business extends across major sectors of infrastructural growth and it broadly encompasses Roads/Highways, Power, T&D, Metro, Aviation, Social Infra, Industrial Refinery.

Through this division, Era Infra Engineering is executing projects for some the biggest names in the industry.

Equipment Management Division (EMD): In today's infrastructure development sector the demand for construction equipments are huge. To tap this huge opportunity and making efficient use of large equipment base the company has started this division. The aim of starting this division is to make revenue by using the equipments in most efficient manner and further to provide the strength to internal execution.

Today the company is a known name in the field of Infrastructure projects contributing to the Infrastructure development of modern India. The Company has transformed from a mere construction company to a major player in the Roads, Bridges, Power sector building, to BOOT and BOT projects. Successful completion of projects in hand is a habit of the company. No major Labour disputes, no Strikes/Labour unrest is a something which speaks about the other good attributes of the company.

DIVIDEND

The Directors recommend a Dividend of Rs. 0.40/- per Equity Share (20 per cent) for the financial year 2011-12. If the dividend, as recommended by the Board of Directors, is declared at this AGM, payment of such dividend will be made on or before October 29, 2012.

MATERIAL CHANGES

There are no material changes and commitments, affecting the financial position of the company between the end of financial year of your company and the date of this Report.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public or its employees during the year under review. The details of loans and advances, which are required to be disclosed in the annual accounts of the Company pursuant to Clause 32 of the Listing Agreement with the Company, are furnished separately.

DIRECTORS

Mr. A.K. Mehta and Mr. Arvind Pande retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

There were certain changes in the Composition of the Board. Mr. Anil Razdan has resigned from the Directorship of the Company w.e.f. 07th May, 2012. Further Mr. J.L. Khushu, Whole Time Director and Mr. Amit Bharana, Director of the Company have also resigned from the Directorship of the Company w.e.f. 14th August, 2012. The Directors place on record their appreciation of the valuable contribution made by them.

On 14th August, 2012, Mr. Tulsi Dass Arora was appointed as Additional Director of the Company. Further, he was also appointed to act as Whole Time Director of the Company by the Board of Directors of the Company at the recommendation of the Remuneration Committee. The Appointment of Mr. Tulsi Dass Arora is subject to approval of Shareholders at the ensuing Annual General Meeting.

The appointments of Mr. A.K. Mehta and Mr. Arvind Pande as Directors and Mr. Tulsi Dass Arora as Whole Time Director of the Company require the approval of the members at the ensuing Annual General Meeting.

AUDITORS

M/s G. C. Sharda & Co., Chartered Accountants, the Statutory Auditors, will retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. The Audit Committee and your Board recommends their reappointment as Auditors of the Company. The company has received a letter from them to the effect that their reappointment, if made, would be within the prescribed limit under Section 224 (1B) of the Companies Act, 1956.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors was reconstituted on 14th August, 2012 and presently consists of four members namely Mr. A.K. Mehta, Mr. S.D. Sharma, Mr. Tulsi Dass Arora and Mr. Arvind Pande out of which three are independent. Mr. A. K. Mehta is the Chairman of Audit Committee. All members of the Audit Committee possess sufficient knowledge and experience in the field of Finance and Accounts.

AUDITORS' REPORT

The Auditors' Report does not contain any adverse remark or qualification hence the same do not call for further information or explanation.

SUBSIDIARY COMPANIES

As per Section 212 of the Companies Act, 1956, we are required to attach the Directors Report, Balance Sheet and Profit and Loss Account of our Seventeen subsidiary companies for the period under review. We believe that the Consolidated Financial Statements present a more comprehensive picture rather than the standalone financial statements.

The Ministry of Corporate Affairs (MCA), Government of India (GOI), vide its General Circular No. 2/2011 dated 8 February, 2011 has granted a general exemption from the requirement of attaching the Balance Sheet and Profit & Loss Account, Schedules to Accounts and Notes forming part of the Accounts, Report of the Board of Directors, Report of the Auditors etc., of subsidiary companies with the Annual Accounts of the Company under Section 212(8) of the Companies Act, 1956 subject to compliance of conditions mentioned therein.

In terms of the aforesaid general exemption granted by MCA, the Board of Directors of the Company has given its consent for not attaching the Balance Sheet and Profit & Loss Account, Schedules to Accounts and Notes forming part of the Accounts, Report of the Board of Directors, Report of the Auditors etc., of its Seventeen subsidiaries with the Annual Accounts of the Company, in relation to the financial year ending on 31st March, 2012.

As permitted by SEBI guidelines and The Companies Act, 1956, we have included Consolidated financial statements of your company in this Annual Report. The detailed financial statements and audit reports of the subsidiaries are available for inspection at the Registered Office of the Company and upon written request from a shareholder, we will arrange to send the full balance sheet, profit and loss account and auditors' report to the said shareholder.

LISTING

The Equity shares continue to be listed on the Bombay Stock Exchange Ltd. (BSE) and the National Stock Exchange of India Ltd. (NSE). Both these Stock Exchanges have nation wide terminals and therefore, shareholders/investors are not facing any difficulty in trading the shares of the Company from any part of the Country. The Company has paid annual listing fee for 2012-13 to the Bombay Stock Exchange Ltd. and the National Stock Exchange of India Ltd. and annual custody fee to National Securities Depository Limited and Central Depository Services (India ) Limited.

The FCCB's issued were listed at Singapore Stock Exchange, Singapore. The same were delisted upon the redemption of outstanding 401 Bonds, w.e.f January 25, 2012.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS

A Company holds fiduciary relationship with its stakeholders and community, here the Board of Directors of the Company act as trustee to all the stakeholders of the Company to enhance the stakeholder's value and protect their interest. Your Company is committed to benchmark itself with global standards in all areas including appropriate standards for Good Corporate Governance. Towards this end, an effective Corporate Governance System has been put in place in the Company which also ensures that the provisions of Clause 49 of the Listing Agreement are duly complied with. A report on Corporate Governance, and Management Discussion and Analysis, along with Certificate on its compliance from Mr. R.S. Bhatia, Company Secretary in Practice is enclosed with this Annual Report.

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

Your Company has no activity relating to conservation of energy as prescribed under the rules, however all steps are taken to conserve energy at all levels of operations wherever possible. Further your Company is not using any foreign technology.

The foreign exchange earning /outgo during the year are as under:

(Rs. in Lacs)

Pariculars Current Year Previous Year

Foreign Exchange Earnings Nil Nil

Foreign Exchange Outgo 4,143.48 8,788.67

PARTICULARS OF EMPLOYEES

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended are given in Annexure A and form part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, it is confirmed that:

1. The applicable accounting standards have been followed by the Company in preparation of the annual accounts for the financial year ended 31st March, 2012.

2. The Directors have selected 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 31st March, 2012 and of the profit of the Company for the financial year ending 31st March, 2012.

3. 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.

4. The directors have prepared accounts for the financial year ended 31st March, 2012 on a going concern basis.

ACKNOWLEDGEMENT

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. The directors also convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution.

For and on Behalf of the Board

Place: New Delhi

Date: August 14, 2012 (H.S. Bharana)

Chairman & Managing Director


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the 21st Annual Report together with Audited Statement of Accounts of the Company for the year ended 31st March, 2011.

FINANCIAL RESULTS:

Summarized financial results of the Company for the year under review are as below:

(Rs. in lacs)

PARTICULARS Year Ended Year Ended

31st March, 2011 31st March, 2010

Total Income 387,156.47 344,048.73

Profit before depreciation & tax 44,122.84 42,109.39

Depreciation 8,401.29 7,151.27

Profit before tax 35,721.55 34,958.12

Provision for tax

- Current 7,118.17 5,931.86

- Deferred Tax 2,778.81 6,739.81

- MAT Credit/Fringe Benefit Tax 1,071.18 (1,109.34)

- Tax adjustment for earlier years 70.01 281.22

Profit after tax 24,683.38 23,114.57

Extra Ordinary Items (Net) (Profit on Buy Back of FCCB's) - 4,826.21

Proposed Dividend together with Tax thereon 845.30 850.79

Transfer to General Reserve 2,468.00 2,790.00

Transfer to Debenture Redemption Reserve 1,060.00 390.00

Surplus carried to Balance Sheet 78,138.50 57,828.54

FINANCIAL PERFORMANCE

The turnover of the Company for the year ended 31st March, 2011, reported an increase of 12.53 % rising to Rs. 387,156.47 lacs from Rs. 344,048.73 lacs in the previous year.

Profit before depreciation and taxation was Rs. 44,122.84 lacs and after providing Rs. 8,401.29 lacs towards depreciation and Rs. 11,038.17 lacs towards tax, the net profit amounts to Rs. 24,683.38 lacs.

BUSINESS PERFORMANCE

Era Infra Engineering Limtied is an Integrated Infrastructure Development Company. The Company is primarily engaged in construction activities of power projects, roads, railways & other infrastructure projects. It has a strong presence in the construction sector with an impressive track record.

The Company has completed various projects since inception for renowned clients like NTPC, PGC, NHPC, RVNL, BHEL, IRWO, NBCC, PWD, NALCO, RVNL, AAI, DMRC, CPWD to name a few. The company has received repeat orders from reputed clients like NTPC, Gujarat Ambuja, Rajasthan Spinning, Birla Tyres, Indian Glycols, National Dairy Development Board, Bharat Heavy Electrical Limited etc. The key factor that has contributed to the company's success is in-house technical expertise and strong project management capabilities, which ensures timely execution of the projects within budgeted costs and continued emphasis on maintaining quality standards.

The Company is professionally managed with well-qualified and experienced personnel in all areas including engineering, finance and administration combined with a full-fledged Enterprise Resource Planning (ERP) and MIS system. The Company has on its roll over Three Thousand Nine Hundred and Ninety Six employees, which includes over One Thousand and Five Hundred experienced and skilled engineers.

The Order Book of Company has increased from approx Rs. 8,395 Cr. in 2010 to over Rs. 10,422 Cr. as on 31st March, 2011 across sectors, to be implemented over a period of next two to three years. All ongoing projects are monitored on a regular basis by the senior management based at Delhi and Noida offices. The company has aggressively invested in an in- house ERP system, which encompasses different areas of efficient construction management with greater efficiency, accuracy and predictability.

In tandem with the growth momentum of the earlier years, your company has strengthen its position in the market by stepping in diversified segments, in this financial year they are focusing more on the complex projects with longer duration which will truly portrays the in-built capability of your company.

A few of the projects for this financial year are as follows:

- Infrastructure: In infrastructure space we have received orders from Mumbai Rail Vikas Corporation for construction of EMU maintenance crash between Nallasopara and Virar. Also, bagged project from Airport Authority of India for construction of enclave at Jaisalmer Airport. Era bagged its biggest project from National Highways Authority of India for up gradation of Bareilly-Sitapur from KM 262 to KM 413.20 in state of Uttar Pradesh.

- Power: Bagged projects from MP Poorv Kshetra Vidyut Vitran, Hyderabad Vidyut Prasaran Nigam, and Bajaj Infra.

- Social Infra:

(a) Bagged project in housing segment from Parinda Buldicon, Golden Glow.

(b) Bagged project from prestigious Central Public Works Department for construction of office building and guest house at Lucknow and also from Department of Atomic Energy.

Presently the company has three strategic divisions which help the company in maintaining its growth momentum.

Engineering, Procurement and Construction (EPC) Division: This division is in a growth phase, the order book position has improved considerably over the years and it has bagged orders from prestigious clients like NTPC, Airport Authority of India, Delhi Metro Rail Corporation Limited, Naya Raipur Development Authority etc.

BOT Division: This division predominantly looks after the procurement and engineering designing part and has bagged orders for up gradation of Bareilly-Sitapur from KM 262 to KM 413.20 in state of Uttar Pradesh. In future we are planning to bag orders for underground Automated Car Parking, Bus Terminals, Highways, Railways, Airports etc.

Equipment Management Division (EMD): In today's infrastructure development sector the demand for construction equipments are huge. To tap this huge opportunity and making efficient use of large equipment base the company has started this division. The aim of starting this division is to make revenue by using the equipments in most efficient manner and further to provide the strength to internal execution.

Today the company is a known name in the field of Infrastructure projects contributing to the Infrastructure development of modern India. The Company has transformed from a mere construction company to a major player in the Roads, Bridges, Power sector building, to BOOT and BOT projects. Successful completion of projects in hand is a habit of the company. No major Labour disputes, no Strikes/Labour unrest is a something which speaks about the other good attributes of the company.

DIVIDEND

Your Directors are pleased to recommend a Dividend of Rs. 0.40/-per Equity Share (20 per cent) for the financial year 2010- 11. If the dividend, as recommended by the Board of Directors, is approved at this Annual General Meeting, payment of such dividend will be made on or before October 19, 2011.

MATERIAL CHANGES

There are no material changes and commitments, affecting the financial position of the company between the end of financial year of your company and the date of this Report.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public or its employees during the year under review. The details of loans and advances, which are required to be disclosed in the annual accounts of the Company pursuant to Clause 32 of the Listing Agreement with the Company, are furnished separately.

DIRECTORS

Mr. S.D. Sharma and Mr. S.D. Kapoor retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

Mr. Amit Bharana was appointed as Additional Director of the company with effect from 15.12.2010. He hold office up to the date of this Annual General Meeting.

Mr. Amit Bharana is an MBA from Central Queensland University, Australia and also holds BBA (Hons.) from Thames Valley University, United Kingdom. He also holds a Diploma in Import and Exports from Foreign Trade Development Centre, New Delhi.

The re-appointments of Mr. S.D. Sharma, Mr. S.D. Kapoor and appointment of Mr. Amit Bharana as Directors require the approval of the members at the ensuing Annual General Meeting.

AUDITORS

M/s G. C. Sharda & Co., Chartered Accountants, the Statutory Auditors, will retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. The Audit Committee and your Board recommends their re-appointment as Auditors of the Company. The company has received a letter from them to the effect that their reappointment, if made, would be within the prescribed limit under Section 224 (1B) of the Companies Act, 1956.

AUDIT COMMITTEE

The Audit Committee consists of four members namely Mr. A.K. Mehta, Mr. S.D. Sharma, Mr. J.L. Khushu and Mr. Arvind Pande out of which three are independent. Mr. A. K. Mehta is the Chairman of Audit Committee. All members of the Audit Committee possess sufficient knowledge and experience in the field of Finance and Accounts.

AUDITORS' REPORT

The Auditors' Report does not contain any adverse remark or qualification hence the same do not call for further information or explanation.

SUBSIDIARY COMPANIES

As per Section 212 of the Companies Act, 1956, we are required to attach the Directors Report, Balance Sheet and Profit and Loss Account of our Eighteen subsidiary companies. We believe that the Consolidated Financial Statements present a more comprehensive picture rather than the standalone financial statements.

Ministry of Corporate Affairs (MCA), Government of India (GOI), vide its General Circular No. 2/2011 dated 8th February, 2011 has granted a general exemption from the requirement of attaching the Balance Sheet and Profit & Loss Account, Schedules to Accounts and Notes forming part of the Accounts, Report of the Board of Directors, Report of the Auditors etc., of subsidiary companies with the Annual Accounts of the Company under Section 212(8) of the Companies Act, 1956 subject to compliance of conditions mentioned therein.

In terms of the aforesaid general exemption granted by MCA, the Board of Directors of the Company has given its consent for not attaching the Balance Sheet and Profit & Loss Account, Schedules to Accounts and Notes forming part of the Accounts, Report of the Board of Directors, Report of the Auditors etc., of its aforesaid eighteen subsidiaries with the Annual Accounts of the Company, in relation to the financial year ending on 31st March, 2011.

As permitted by SEBI guidelines and The Companies Act, 1956, we have included Consolidated financial statements of your company in this Annual Report. The detailed financial statements and audit reports of the subsidiaries are available for inspection at the Registered Office of the Company and upon written request from a shareholder; we will arrange to send the full balance sheet, profit and loss account and auditors' report to the said shareholder.

LISTING

The Equity shares continue to be listed on the Bombay Stock Exchange Ltd. (BSE) and the National Stock Exchange of India Ltd. (NSE). Both these Stock Exchanges have nation wide terminals and therefore, shareholders/investors are not facing any difficulty in trading the shares of the Company from any part of the Country. The Company has paid annual listing fee for 2011-12 to the Bombay Stock Exchange Ltd. and the National Stock Exchange of India Ltd. and annual custody fee to National Securities Depository Limited and Central Depository Services (India) Limited. FCCB's issued are listed at Singapore Stock Exchange, Singapore.

The GDR's issued by the Company were listed at Luxembourg Stock Exchange, Luxembourg. The same were delisted w.e.f December 10, 2010, as there were no GDR outstanding for conversion.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS

A Company holds fiduciary relationship with its stakeholders and community, here the Board of Directors of the Company act as trustee to all the stakeholders of the Company to enhance the stakeholder's value and protect their interest. Your Company is committed to benchmark itself with global standards in all areas including appropriate standards for Good Corporate Governance. Towards this end, an effective Corporate Governance System has been put in place in the Company which also ensures that the provisions of Clause 49 of the Listing Agreement are duly complied with. A report on Corporate Governance, and Management Discussion and Analysis, along with Certificate on its compliance from Mr. R.S. Bhatia, Company Secretary in Practice is enclosed with this Annual Report.

OVERSEAS JOINT VENTURE

Your Company holds minority stake in M/s SPA Group Era India Algeria, a company which is engaged in construction activity.

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

Your Company has no activity relating to conservation of energy as prescribed under the rules, however all steps are taken to conserve energy at all levels of operations wherever possible. Further your Company is not using any foreign technology.

The foreign exchange earning /outgo during the year are as under:

(Rs. in Lacs)

Pariculars Current Year Previous Year

Foreign Exchange Earnings Nil 51.65

Foreign Exchange Outgo 8788.67 7753.84

PARTICULARS OF EMPLOYEES

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time are given in Annexure A and form part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, it is confirmed that:

1. The applicable accounting standards have been followed by the Company in preparation of the annual accounts for the financial year ended 31st March, 2011.

2. The Directors have selected 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 31st March, 2011 and of the profit of the Company for the financial year ending 31st March, 2011.

3. 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.

4. The Directors have prepared accounts for the financial year ended 31st March, 2011 on a going concern basis.

ACKNOWLEDGEMENT

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's Management. The Directors also convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution.

For and on Behalf of the Board

Place: New Delhi

Date: August 13, 2011 (H.S. Bharana)

Chairman & Managing Director









 
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