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Directors Report of J Kumar Infraprojects Ltd.

Mar 31, 2015

Dear Members,

1. The Directors have pleasure in presenting their 16th Annual Report together with the Audited Financial Statements of Accounts for the year ended 31st March, 2015 together with the Auditor''s Report thereon.

2. Financial Highlights

(Rs. in Lacs)

2014-2015 2013-2014

Profit before Interest, Depreciation & Tax 26,360.56 21,663.01

Less: Depreciation 4,735.23 3,476.02

Interest 7,676.30 5,763.72

Profit before Tax 13,949.03 12,423.28

Less: Tax Expenses

Current Year 3,890.00 3,826.00

DeferredTax 620.41 192.26

Profit after Tax 9,438.62 8,405.02

Balance brought forward from previous year 33,805.36 27460.56

Amount Available for Appropriation 43,243.98 35,865.58

Appropriations

Dividend Paid 194.14 -

Proposed Dividend on Equity shares 1,289.05 1,042.55

Tax on Dividend 262.45 177.18

Transfer to General Reserve 943.86 840.50

Balance Carried to Balance Sheet 40,554.48 33,805.36

Earnings per Share (in Rs.)

(Equity shares of face value ofRs. 10/-) 31.71 30.23

3. Operations of the Company

During the year ended 31st March, 2015, your Company has earned income of Rs. 1,35,623.38 Lacs as compared to Rs. 1,19,759.16 Lacs for the previous year ended 31st March, 2014. Profit before Tax was Rs. 13,949.03 Lacs as against Rs.12,423.28 Lacs in the previous year ended 31st March, 2014. Profit after Tax was Rs. 9,438.62 Lacs as against Rs. 8,405.02 Lacs in the previous year ended 31st March, 2014.

4. Share Capital

Qualified Institutional Placement (QIP ) Issue:

During the year under review, in accordance with your approval through Postal Ballot on 14th July 2014, the Company had issued and allotted on 23rd July 2014, 44,25,000 Equity shares of Rs. 10/- each at a price of Rs 309.98/- per share ( including securities premium of Rs. 299.98/- per share ) aggregating Rs. 137.17 Crores to the Qualified Institutional investors as determined through SEBI prescribed formula/guidelines.

Paid up Capital

With the Issue and allotment of shares to the Qualified Institutional Investors the Paid up Capital increased from 2,78,01,205 Equity Shares of Rs. 10/- each to 3,22,26,205 Equity Shares ofRs. 10/- each

5. Dividend and Transferred to Reserves

Your Directors have recommended dividend of Rs. 4/- per Equity Share of Rs. 10/- each fully paid up for the year ended 31st March, 2015. The Company transferred Rs.943.86 lacs to General Reserves.

6. Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the note no. 34 to the Financial Statements.

7. State of Company''s Affairs Business Review

The details of the Company''s affairs including its operations and projects are more specifically given in the Management Discussion and Analysis Report, which is appended to this report, as required by Clause 49 of the Listing Agreement entered into with the Stock Exchanges.

8. Corporate Social Responsibility

Corporate Social Responsibility has been an integral part of the way in which your company does business. Your Company has made conscious efforts to involve communities in its development j ourney and has received appreciations from the stakeholders, which gives a sense of pride and an encouragement to continue this resolve further and better. On the recommendation of the CSR Committee, the Company has spent an amount of Rs. 100 Lakhs as against Rs. 224.40 Lakhs.

In accordance with the provisions of section 135 of the Companies Act, 2013 read with The Companies (Corporate Social Responsibility Policy) Rules, 2014 made thereunder an Annual report on the CSR activities of the Company alongwith the CSR initiatives undertaken during the financial year 2014-15 is enclosed to this report in Annexure "A".

9. Business Risk Management

Pursuant to Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee (RMC). The details of Committee and its terms of reference are set out in the Corporate Governance Report.

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage.

The business risk framework defines the risk identification and its management approach across the enterprise at various levels including documentation and reporting. The framework helps in identifying risks trend, exposure and potential impact analysis on a Company''s business.

10. Internal Control Systems and their Adequacy

The Company has an internal financial control system commensurate with the size and scale of its operations and the same has been operating effectively. The Internal Auditor evaluates the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Company''s policies, safeguarding of Company''s assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

11. Vigil Mechanism / Whistle Blower Policy

The Company has adopted a Whistle Blower Policy for directors and employees to report genuine concerns and to provide for adequate safeguards against victimization of persons who may use such mechanism. The said policy is posted on the Company''s website www.jkumar.com.

12. Directors / Key Managerial Personnel

Dr. R. Srinivasan, Mr. P.P. Vora, Mr. Ashwani Kumar and Mr. Ajit Singh Chatha were appointed as Independent Directors of the Company for a period of five years at the Annual General Meeting (AGM) of the Company held on 16th September, 2014. All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

The Company has complied with the requirement of having Key Managerial Personnel as per the provisions of section 203 of the Companies Act, 2013.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association Mr. Kamal J Gupta who is retiring by rotation at this Annual General Meeting (AGM) and has sought reappointment. Members are requested to consider his appointment as director.

13. 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 Remuneration Policy is stated in the Corporate Governance Report refer Annexure B for disclosure on remuneration of the managerial personnel.

14. Meetings

During the year Eight Board Meetings and Four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report.

15. Directors'' Responsibility Statement

Pursuant to Section 134 (5) of the Companies Act, 2013 ("the Act"), we hereby state that:

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

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

iii) your 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;

iv) your Directors have prepared the Annual Accounts for the year ended 31st March, 2015 on a going concern basis;

v) your Directors have laid down internal financial controls which are followed by the Company and that such internal financial controls are adequate and are operating effectively.

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

16. Related Party Transactions

Company had entered a Contract/Purchase Agreement with J. Kumar Developers Limited for the purpose of purchase of Corporate Office space and entered into an MOU and also entered Leave and License agreement with J. Kumar & Co., Mr. Jagdishkumar M. Gupta and Mr. Kamal J. Gupta for premises of Unit no 16-A, 14,134,145 and 146 for business purpose and the same was approved by the Members through Postal Ballot dated 20th May 2014 on 3rd July 2014 and these transactions were carried out as part of the business requirements of the company and would be on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee and also the Board for approval. The Company has framed a Related Party Transactions Policy for purpose of identification and monitoring of such transactions.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. Since all the related party transactions entered into by the Company were in the ordinary course of business and were on arms length basis, the requirement of furnishing the requisite details in form AOC-2 is not applicable to the Company.

17. Auditors

a) Statutory Auditors

The Statutory Auditors, M/s. Gupta Saharia & Co, Chartered Accountants., retire at this Annual General Meeting and are eligible for re-appointment. The Company has received a confirmation letter from the Auditors to the effect that their re-appointment, if made, will be within the prescribed limits under of the Companies Act, 2013 and that they are not disqualified for re-appointment within the meaning of the said Act. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. Your Board recommends their reappointment as Auditors to audit the accounts of the Company for the financial year 2015-2016. The notes of financial statements referred to in the Auditors Report are self explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, observation or adverse remarks.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Mohd Akram & Co., Company Secretary in practice, to undertake the Secretarial Audit of the Company. Your report on the Secretarial Audit is annexed herewith as " Annexure "C".

c) Cost Auditors

In compliance with the provisions of section 148 of the Companies Act, 2013 the Board of Directors of the Company appointed Kirti Mehta & Co., Cost Accountant as the Cost Auditor of the Company for the financial year 2014-15.

18. Corporate Governance

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended together with a Certificate on Corporate Governance issued by the Statutory Auditor of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49.

19. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure "D" to this report.

20. Particulars of Employees

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, except the Executive Chairman and both the Managing Directors of the Company no such employee was in receipt of remuneration as prescribed under the Companies Act 2013. The details of the remuneration of Executive Chairman and both the Managing Directors are disclosed in the corporate governance report.

21. Conservation of energy and technology absorption

In view of the nature of activities which are being carried out by the Company, provisions regarding conservation of energy and technology read with Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable. However, the Company is committed to energy conservation at every stage of its operations. Various steps have been taken to reduce consumption of electrical energy by monitoring the use of equipment''s, machinery etc. used in the construction. The Company is in tune with the changing trends of the modern technology/ machinery to be used in its business

22. Foreign Exchange earnings and outgo

There were no Foreign Exchange earnings during the year under review. In respect of the Foreign Exchange outgo, disclosure of information as required under section 134 (3) (m) of Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is given in Note No. 45 of Notes forming part of the financial Statements.

23. Listing with Stock Exchanges

The shares of the Company are listed on National Stock Exchange of India Ltd. (NSE) and BSE Ltd. The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 to NSE and BSE.

24. Prevention of Sexual Harassment of Women at Workplace

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted Internal Complaints Committee (ICC) to redress the complaints received regarding sexual harassment. During the year under review, no complaints were received by the Committee for Redressal

25. Credit Rating

The Company''s Financial discipline and prudence is reflected in the strong credit rating ascribed by the Rating agency as "IND A" by India Ratings .

26. Acknowledgment

Your Directors express their deep gratitude and thank the Central and State Governments as well as their respective Departments and Development Authorities connected with the business of the Company, contractors and consultants and also Banks, Financial Institutions, shareholders and employees of the Company for their continued support and encouragement.

For and on behalf of the Board

Jagdishkumar M. Gupta Date: 29th May, 2015 Executive Chairman Place : Mumbai DIN No. : 01112887


Mar 31, 2014

TO THE MEMBERS:

The Directors have great pleasure in presenting this 15th Annual Report together with the Audited Accounts for the year ended 31st March 2014.

FINANCIAL HIGHLIGHTS:

(Rs. in Lacs) 2013-2014 2012-2013

Profit before Interest, Depreciation & Tax 21,663.02 17,622.92

Less: Depreciation 3,476.02 2,441.06

Interest 5,763.72 4,063.75

Profit before Tax 12,423.28 11,118.11

Less: Tax Expenses

Current Year 3,826.00 3,455.00

Deferred Tax 192.26 88.83

Profit/Loss After Tax 8,405.02 7,574.29

Balance brought forward from previous year 27,460.56 21,774.59

Amount Available for Appropriation 35,865.58 29,348.88 Appropriations

Dividend on Equity shares 1,042.55 973.04

Tax on Dividend 177.18 157.85

Transfer to General Reserve 840.50 757.43

Balance Carried to Balance Sheet 33,805.36 27,460.56 Earnings per Share (In Rs) (equity shares of face value of Rs 10/-each) 30.23 27.24

OUT LOOK:

The overall infra growth environment for the construction sector during the year gone by was very challenging. But your Company, with its strong execution capabilities and strong balance sheet has sailed steadily through these difficult times. Government has recently taken a number of measures to fast track infrastructure growth and a few encouraging signs are already visible. The inflation though sticky, with tight liquidity scenario, is expected to cool in the coming months. This may lead to a fall in interest rate in the system. Your Company has already built a strong and diversified order book of Rs. 4,15,318.36 Lakh( including L1 ) for the year, which, gives it good revenue visibility for more than two years. It is expected that the years ahead would bring great opportunities in the key business areas that your Company is focused in.

Business Review:

During the year under review, your Company has posted a income of Rs.1,19,759.16 lacs, as compared to Rs. 1,00,953.46 lacs in the previous Financial Year. The Company recorded a net profit of Rs. 8,405.02 lacs as against Rs. 7,574.29 lacs in the corresponding previous financial year.

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

Sl. No. Name of the Project Nature of Work Amount of Contract (Rs. in Lacs)

1 W266 Concreting of various roads in Western Suburbs Road Work 20,493.83

2 Design and Construction Flyover Grade Separator will All Allied Work Including Transportation and Enginering Work 10,926.10 Shifting of Utilities at KSB Chowk

3 Increase the Scope of Jogeswari ROB Work Road Work 9,986.14

4 Construction of Bridge Over Mulla River Near Balewadi Survey No. 46/47 Pune Transportation and Enginering Work 3145.00

5 Design And Construction of Flyover at Kherwadi Junction, Bandra East , Mumbai Transportation and Enginering Work 2200.00

TOTAL 46,751.07

The total balance value of works in hand as on March 31, 2014 is Rs 4,15,318.36 Lakhs ( including L1 )

DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs 3.75/- per share i.e 37.50% (Previous year''s dividend was 35.00%) on the Company''s Equity Paid up share capital of Rs 278,012,050/- (previous year''s capital of Rs 278,012,050/-).

DIRECTORS:

Shri Jagdishkumar Gupta, is liable to retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

The Board of Directors at their meeting held on 13th February 2014 appointed Mr. Ajith Singh Chatha as an Additional Director of the Company with effect from 13th February 2014. Mr. Ajith Singh Chatha holds office up to the date of the forthcoming Annual General Meeting of the Company and is eligible for reappointment.

The Board of Directors at their meeting held on 20th May 2014 appointed Mrs Kusum J Gupta as an Additional Director of the Company with effect from 20th May 2014. Mrs Kusum J Gupta holds office up to the date of the forthcoming Annual General Meeting of the Company and is eligible for reappointment. Details of the proposal for appointment of Mrs Kusum J Gupta are mentioned in the explanatory Statement under Section 102 of the Companies Act 2013 of the Notice of 15th Annual General meeting of the Company.

In modification of the earlier resolution passed by the shareholders at the Annual General Meeting of the Company held on September 21, 2010 The Board of Directors of the Company (the ''Board''), are seeking appointment of Mr. Jagdishkumar M. Gupta as Executive Chairman retiring by rotation, and both Mr. Kamal J Gupta and Mr. Nalin J Gupta as Managing Directors retiring by rotation for a period of 5 (five) years with effect from 20th May 2014 Details of the proposal for appointment of Mr. Jagdishkumar M. Gupta, Mr. Kamal J Gupta and Mr. Nalin J Gupta are mentioned in the explanatory Statement under Section 102 of the Companies Act 2013 of the Notice of 15th Annual General meeting of the Company.

In accordance with the provisions of Section 149 of the Companies Act, 2013, your Board of Directors are seeking the appointment of Dr. R. Srinivasan, Mr. P.P. Vora, Mr. Ajith Singh Chatha and Mr. Ashwani Kumar as Independent Directors for 5 (five) consecutive years for a term upto the conclusion of the 20th Annual General Meeting of the Company in the calendar year 2019.

The Company has received Notices under Section 160 of the Companies Act, 2013 from members signifying their intention to propose Dr. R. Srinivasan, Mr. P.P. Vora, Mr. Ajith Singh Chatha and Mr. Ashwani Kumar as a candidate for the office of Independent Director at the ensuing Annual General meeting.

The Company has also receive the requisite disclosure/declarations from Dr. R. Srinivasan, Mr. P.P. Vora, Mr. Ajith Singh Chatha and Mr. Ashwani Kumar as required under Section 149 and other applicable provisions of the Companies Act, 2013.

A brief profile of the above Directors containing details of their qualifications, expertise, other directorships, committee memberships etc, has been given in the Explanatory Statement to the Notice of the ensuing Annual General Meeting of the Company.

AUDITORS:

M/s. Gupta Saharia & Co, Chartered Accountants, Statutory Auditors of the Company retire at the ensuing annual general meeting, and being eligible, offer themselves for re-appointment.

The retiring auditors M/s. Gupa Saharia & Co. offers himself for re-appointment.

The Audit Committee and the Board of Director recommends the re-appointment of M/s Gupta Saharia & Co, Chartered Accountants as the Auditors of the Company.

AUDITORS REPORT:

The Auditor''s Report to the shareholders does not contain any qualification.

DEPOSITS:

The Company has not accepted deposits by way of invitation to the public and therefore, provisions of Section 58A of the Companies Act, 1956 are not applicable to the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As stipulated in Section 217(2AA) of the Companies Act, 1956 your Directors confirm that:

i in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; ii. the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the Profits of the Company for the year ended on that date;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a going concern basis.

ACCREDITING

Striving to maintain Design and Engineering Procurement, Construction, Consultancy and Related Services for Infrastructure Projects including Bridges, Flyovers, Buildings, Roads and structures according to the Client Specified Requirements. The Company has upgraded its Quality Management Systems to the international standards as per ISO 9001:2008. Apart from that company has got the ISO 14001:2004 and OHSAS 18001: 2007 for Environmental Management System and Occupational Health and Safety Management Systems.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT OF THE DIRECTORS ON CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate Chapter on Corporate Governance practices followed by the Company together with a Certificate from the Company''s Auditors confirming compliance forms part of this Report.

STATUTORY INFORMATION

The particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are required to be annexed to the Directors'' Report, however no such employee was in the receipt of remuneration as prescribed u/s 217(2A)(a).

Information relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo required under Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the annexure to this Report.

INDUSTRIAL RELATIONS:

The Industrial relations of your Company have been cordial during the year. Your Directors wish to place on record the commitment and involvement of the employees at all levels and looks forward to their continued co-operation.

ACKNOWLEDGMENTS

Your Board of Directors would like to acknowledge and place on record their sincere appreciation to all the stake holders Clients, Financial Institutions, Banks, Central and State Governments, the Company''s valued investors and all other business partners for their continued co-operation and excellent support received during the year.

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees

The Board of Directors is thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

For and on behalf of the Board of Directors

Jagdishkumar M. Gupta Chairman and Managing Director

Place : Mumbai Date : 20th May 2014


Mar 31, 2013

TO THE MEMBERS:

The Directors have great pleasure in presenting this 14th Annual Report together with the Audited Accounts for the year ended 31st March 2013.

FINANCIAL HIGHLIGHTS:

(Rs. in Lacs)

2012-2013 2011-2012

Profit before Interest, Depreciation & Tax 17,622.92 15,668.10

Less: Depreciation 2,441.06 1,888.29

Interest 4,063.75 3,661.84

Profit before Tax 11,118.11 10,117.97

Less: Tax Expenses

Current Year 3,455.00 3,250.00

Deferred Tax 88.83 61.41

Profit/(Loss) After Tax 7,574.29 6,806.57

Balance brought forward from previous year 21,774.59 16,375.68

Amount Available for Appropriation 29,348.88 23,182.25

Appropriations

Proposed Dividend on Equity shares 973.04 625.53

Tax on Dividend 157.85 101.48

Transfer to General Resere 757.43 680.66

Balance Carried to Balance Sheet 27,460.55 21,774.59

Earnings per Share (In Rs.) 27.24 24.48

(Equity Shares of face value of Rs. 10/- each)

Business Review:

During the year under review, your Company has posted an income of Rs. 1,00,953.46 lacs, as compared to Rs. 93,828.05 lacs in the previous Financial Year. The Company recorded a net profit of Rs. 7,574.29 lacs as against Rs. 6,806.57 lacs in the corresponding previous Financial Year.

Your Directors are pleased to inform that during the year under report, the Company has secured the following maj or contracts:

SI. No. Name of Work Nature of Work Contract

Value (Rs. In Lacs)

1 Design and Construction of Tunnel by Shied TBM, Tunnels, Stations and Ramp by Cut & Cover Tunneling Work 101,085 method between Lajpat Nagar and Hazrat Nizamuddin stations (Both Including) for

underground works on Mukundpur - Yamuna Vihar corridor of Delhi MRTS Project of Phase- Ill (to be completed jointly with JV)

2 Design and Construction of Tunnel by Shied TBM, Tunnels by Cut & Cover, Underground Tunneling Work 37,585 Station at Naraina Vihar & Ramps at Mayapuri and Delhi Canft for underground works on

Mukundpur - Yamuna - Vihar corridor of Delhi MRTS Project of Phase-Ill (to be completed jointly with JV

3 Design & Construction of Depot-cum-Workshop at Taloja for Navi Mumbai Metro Line -1 Civil Work 13,200 Tender No. C.A.NO. 02/CIDCO/RP/SE (TP-III&HQ)/2011-12

4 Widening and improvement of Ambadi- Washind (SH-40 and MDR-45) for 21.25 Km length Roads Work 11,07 5 with bridge for 2 2 lanes (Package-II)

5 Development of Model Road Phase-2 Roads Work 6,821

6 Necessary widening, regarding and resurfacing of different roads above 60ft width of Nikol Roads Work 5,587 ward East Zone, North zone and South Zone and Ring Road

7 CC-09: Design and Construction of Badli Mor (earlier Shalimar Place) elevated station on Civil Work 4,646 Jahangir Puri-Badli corridor of Delhi MRTS Ph-II Project.

8 Training of Mithi river (Widening, Deepening, R.C.C. Retaining wall and service road) from Civil Work 4,307 Airportnewbridgeto Marwa F. O. B in L ward group no. 2

9 Various Others Projects Civil Works 2,904 Total 187,210

The total balance value of works in hand as on March 3 V 2013 is Rs. 4,40,795 Lakhs (including LI).

Decisions are awaited from various clients for tenders submitted by the Company (Directly or in JV) for 2 Projects amounting to about Rs. 153 Crores which are currently under evaluation. The Company is confident of securing a sizeable share of these new projects.

DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs. 3.50 per share i.e 35.00% (Previous year''s dividend was 22.50%) on the Company''s Equity Paid up share capital of Rs. 278,012,050/- (previous year''s capital ofRs. 278,012,050/-).

DIRECTORS:

Retirement by rotation

In accordance with Section 255 & 256 of the Companies Act, 1956 read with Article of the Articles of Association of the Company, Shri Kamal J. Gupta and Shri Nalin J. Gupta are liable to retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

Your Directors recommend the re-appointment of Shri Kamal J. Gupta and Shri Nalin J. Gupta as directors. None of these directors is disqualified as per the provisions of Section 274 (1) (g) of the CompaniesAct, 1956, to be re-appointed as directors of your Company.

A brief profile of the above Directors containing details of their qualifications, expertise, other directorships, committee memberships etc, has been given in the Report on the Corporate Governance as well as in the Notice of the ensuing Annual General Meeting.

AUDITORS:

M/s. Gupta Saharia & Co, Chartered Accountants, Statutory Auditors of the Company retire at the ensuing annual general meeting, and being eligible, offer themselves for re-appointment.

Your Company has received a letter from M/s Gupta Saharia & Co, Chartered Accountants; to the effect that their re-appointment as statutory auditors, if made, will be within the limits prescribed under Section 224( IB) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

AUDITORS REPORT:

The Auditor''s Report to the shareholders does not contain any qualification.

DEPOSITS:

The Company has not accepted deposits by way of invitation to the public and therefore, provisions of Section 58A of the CompaniesAct, 1956 are not applicable to the Company.

DIRECTORS'' RESPONSBILITY STATEMENT:

As stipulated in Section 217(2AA) of the CompaniesAct, 1956 your Directors confirm that:

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

ii. the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2013 and of the Profits of the Company for the year ended on that date;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a going concern basis.

ACCREDITATIONS

Your Company is pleased to inform you that it has bagged Best Practices certification in Investor relations, amongst mid-cap Infrastructure companies, from the Investor Relations society.

Striving to maintain Design and Engineering Procurement, Construction, Consultancy and Related Services for Infrastructure Projects including Bridges, Flyovers, Buildings, Roads and structures according to the Client Specified Requirements, the Company has upgraded its Quality Management Systems to the international standards as per ISO 9001:2008. Apart from that company has got the ISO 14001:2004 and OHSAS 18001: 2007 for Environmental Management System and Occupational Health and Safety Management Systems.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT OFTHE DIRECTORS ON CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate Chapter on Corporate Governance practices followed by the Company together with a Certificate from the Company''s Auditors confirming compliance forms part of this Report.

STATUTORY INFORMATION

The particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are required to be annexed to the Directors'' Report, however no such employee was in the receipt of remuneration as prescribed u/s 217(2A)(a).

Information relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo required under Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the annexure to this Report.

INDUSTRIALRELATIONS:

The Industrial relations of your Company have been cordial during the year. Your Directors wish to place on record the commitment and involvement of the employees at all levels and looks forward to their continued co-operation.

ACKNOWLEDGEMENTS

Your Board of Directors would like to acknowledge and place on record their sincere appreciation to all the stake holders - Clients, Financial Institutions, Banks, Central and State Governments, the Company''s valued investors and all other business partners for their continued co-operation and excellent support received during the year.

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees

The Board of Directors is thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

For and on behalf of the Board of Directors

Jagdishkumar M. Gupta

Chairman cum Managing Director

Place: Mumbai

Date -.29th May 2013


Mar 31, 2012

The Directors have great pleasure in presenting this 13th Annual Report together with the Audited Accounts for the year ended 31" March 2012.

FINANCIAL HIGHLIGHTS:

(Rs. in Lacs)

2011-2012 2010-2011

Profit before Interest, Depreciation & Tax 15,668.10 15,052.72

Less: Depreciation 1,888.29 1,585.11

Interest 3,661.84 2,771.27

Profit before Tax 10,117.97 10,696.34

Less: Tax Expenses

Current Tax 3,250.00 3,260.00

Deferred Tax 61.41 44.76

Profit/Loss After Tax 6,806.57 7,391.58

Balance brought forward from previous year 16,375.68 11,468.75

Amount Available for Appropriation 23,182.25 18,860.34

Appropriations

Dividend on Equity shares 625.53 625.53

Tax on Dividend 101.48 103.96

Transfer to General Reserve 680.66 1,755.16

Balance Carried to Balance Sheet 21,774.59 16,375.68

Earnings per Share (In Rs.) (Equity Shares of face value of Rs. 10/-) 24.48 26.59

Business Review:

During the year under review, your Company has posted a revenue of Rs. 93,828.05 lacs, as compared to Rs. 95,627.38 lacs in the previous Financial Year. The Company recorded a net profit of Rs. 6,806.57 lacs as against Rs. 7,391.58 lacs in the corresponding previous financial year. The infrastructure industry had a setback owing to decelerated on the overall economy front. The overall GDP, for instance, fell from 8.4% in FY'11 to 6.5% in FY'12. Factors like tight monetary policy and hardening of international prices of crude oil etc too had a bearing on the industry. The Company's performance too moved in tandem with the fortunes of the infrastructure industry; however EBIDTA margin has improved by 16.70% to 15.74% compared to FY' 11.

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

SI. Name of Work Nature of Work Amount of No. Contract (Rs. In Lacs)

1 Construction of 61m Railway span of Milan ROB Santacruz, Mumbai ROB 4,224.00

2 Implementation of Mumbai Monorail Project from Gadge Maharaj Chowk to Chembur via Wadala. Monorail 9,000.00 - Construction of Foundations & sub- structure etc including station buildings at Gadge Maharaj Chowk, Lower Parel and the Link way's Piling at Wadala Depot, Bhakti Park & Mysore Colony.

3 Design & Construction of 4.91Km Elevated Viaduct for Navi Mumbai Metro Project between Navi Mumbai 14,596.35 Chainage 5130m to Chainage 10740m excluding five stations viz Central Park, Pethapada, Sector- Metro

34 (Kharghar), Panchanand and Pendhar each of length 140m on Belapur - Taloja - Khandeshwar Corridor of Navi Mumbai Metro.

4 Design and Construction of two flyover with Slip road on Shilphata Mahape road (SH 40) @ Ch. Flyover 7,180.00 0/000 to 1/500 (at pipe line junction) and Ch 5/000 to 6/800 (at Mahape)

5 Contract CC-02: Design and Construction of viaduct and two elevated stations namely Rohini Delhi Metro 15,283.05 Sector-18 & Badli on Jahangirpuri-Badli Corridor (Extension of Line-2) of Delhi MRTS PH-III Project

6 Widening & Strengthening of Ambadi-Vashind (SH-40 and MDR-45) for 21.25 km length with Road 11,075.43 bridges for 2 2 lanes (Package-II)

7 Construction ofESIC Medical college, Alwar Civil 51,951.00

8 Widening & Improvement to SionPanvel Special Highway Road Road 60,000.00

The total balance value of works in hand as on March 31 st, 2012 is Rs. 2,51,253 Lacs.

Decisions are awaited from various clients for tenders submitted by the Company (Directly or in JV) for 8 Projects amounting to about Rs. 4,262.71 Crores which are currently under evaluation. The Company is confident of securing a sizeable share of these new projects.

DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs. 2.25 per share i.e 22.50% (Previous year's dividend was 22.50%) on the Company's Equity Paidup share capital of Rs. 278,012,050/- (previous year's capital ofRs. 278,012,050/-).

DIRECTORS:

Retirement by rotation

In accordance with Section 255 & 256 of the Companies Act, 1956 read with Article of the Articles of Association of the Company, Shri P.P.Vora, and Shri Ashwani Kumar are liable to retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

Your Directors recommend the re-appointment of Shri P.P.Vora, and Shri Ashwani Kumar as directors. None of these directors is disqualified as per the provisions of Section 274 (1) (g) of the Companies Act, 1956, to be re-appointed as directors of your Company.

A brief profile of the above Directors containing details of their qualifications, expertise, other directorships, committee memberships etc, has been given in the Report on the Corporate Governance as well as in the Notice of the ensuing Annual General Meeting.

Resignation of Directors

Mr. R. H. Tadvi, Independent Director f the Company had resigned from the Board and from the Share Transfer and Investor Grievances Committee w.e.f 2nd August, 2012 and the same is approved by the Board of Directors in its meeting held on 14th August, 2012.

AUDITORS:

M/s. Gupta Saharia & Co, Chartered Accountants, Statutory Auditors of the Company retire at the ensuing annual general meeting, and being eligible, offer themselves for re-appointment.

Your Company has received a letter from M/s Gupta Saharia & Co, Chartered Accountants; to the effect that their re-appointment as statutory auditors, if made, will be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

AUDITORS REPORT:

The Auditor's Report to the shareholders does not contain any qualification.

DEPOSITS:

The Company has not accepted deposits by way of invitation to the public and therefore, provisions of Section 58Aof the Companies Act, 1956 are not applicable to the Company.

DIRECTORS' RESPONSBILITY STATEMENT:

As stipulated in Section 217(2 AA) of the Companies Act, 1956 your Directors confirm that:

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

ii. the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2012 and of the Profits of the Company for the year ended on that date;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a going concern basis.

ACCREDITIONS

Striving to maintain Design and Engineering Procurement, Construction, Consultancy and Related Services for Infrastructure Projects including Bridges, Flyovers, Buildings, Roads and structures according to the Client Specified Requirements. The Company has upgraded its Quality Management Systems to the international standards as per ISO 9001:2008. Apart from that company has got the ISO 14001:2004 and OHSAS 18001: 2007 for Environmental Management System and Occupational Health and Safety Management Systems

MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT OFTHE DIRECTORS ON CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate Chapter on Corporate Governance practices followed by the Company together with a Certificate from the Company's Auditors confirming compliance forms part of this Report.

STATUTORY INFORMATION

The particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are required to be annexed to the Directors' Report, however no such employee was in the receipt of remuneration as prescribed u/s 217(2A)(a).

Information relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo required under Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the annexure to this Report.

INDUSTRIAL RELATIONS:

The Industrial relations of your Company have been cordial during the year. Your Directors wish to place on record the commitment and involvement of the employees at all levels and looks forward to their continued co-operation.

ACKNOWLEDGEMENTS

Your Board of Directors would like to acknowledge and place on record their sincere appreciation to all the stake holders Clients, Financial Institutions, Banks, Central and State Governments, the Company's valued investors and all other business partners for their continued co-operation and excellent support received during the year.

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees

The Board of Directors is thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

For and on behalf of the Board of Directors

Jagdishkumar M. Gupta Chairman cum Managing Director

Place : Mumbai

Date : 14th August, 2012


Mar 31, 2010

The Directors have great pleasure in presenting this Eleventh Annual Report together with the Audited Accounts for the year ended March 31, 2010.

FINANCIAL HIGHLIGHTS:

Rs. in Lacs

Particulars 2009-2010 2008-2009

Turnover 77011.40 41361.40

Profit before Interest,

Depreciation and Tax 13437.15 6754.70

Less: Interest 1480.75 798.23

Profit before Depreciation

and Tax 11956.40 5956.47

Less: Depreciation 1446.87 1067.11

Profit before Taxation 10509.53 4889.36

Less: Provisions for Taxation 3512.75 1596.59

Profit for the Year 6996.78 3292.77

Add: Balance brought forward

from previous year 5295.00 2487.18

Amount available for

appropriations 12291.78 5779.95

Less Appropriations

Interim dividend on

Equity shares 705.53 -

Dividend on Equity shares - 414.49

Tax on Dividend 117.49 70.46

Balance carried to

Balance Sheet 11468.76 5294.99

Earning Per Shares (in Rs.) 29.04 15.89

- Figures regrouped wherever necessary.

Business Review:

During the year under review, your Company has posted a turnover of Rs. 77011.40 lacs , an increase of about 86% as compared to Rs.41361.40 lacs in the previous Financial Year. The Company recorded a net profit of Rs.6996.78 lacs as against Rs.3292.77 lacs in the corresponding previous financial year depicting a rise of 112.49 %. Your Company could achieve a rise in overall profitability through a judicious mix of strategies and cost control measures.

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

Sr, Name of Work Nature of Contract

No. Work Value

(Rs. In Lacs)

1 Construction of Eastern Flyover 16803

Freeway Section from Panjarpole

Chembur Mankhurd Link Road

2 Construction of Flyover at Flyover 13137

Kapurbwadi Junction on

Ghodbunder Road

3 Construction of Road BRTS Road 5711

from Nashik Phata Flyover

Approch to Kaspate Vasti

4 Construction of Flyover at Flyover 4894

Amar Mahal Junction connecting

SCLR with Eastern Express Highway

5 Construction of Barrage @ Barrage 9258

Pulgaon on Wardha River with

Mechanical Gate Connection

[Total 49803

The total balance value of works in hand as on March 31, 2010 is Rs. 146,499 Lakhs including the Companys share alongwith joint venture projects.

Decisions are awaited from various clients for tenders submitted by the Company (Individually or in JV) for 3 Projects amounting to about Rs. 406.58 Crores. Company has submitted RFQ for 10 Projects amounting to about Rs. 3,140 Crores, and Tenders for various packages for 9 projects worth about Rs. 2,000 Crores have been submitted . The Company has also submitted prequalification bids for 7 Projects worth over Rs. 187.66 Crores, which are currently under evaluation. The Company is confident of securing a sizeable share of these new projects.

DIVIDEND:

An interim dividend of Rs. 2.25 per share i.e 22.50% (Previous years full dividend was 20%) was paid on May 26, 2010 on the Companys Equity Paid up share capital of Rs. 278,012,050 (Compared to the previous years capital of Rs. 207,244,200) to those shareholders whose names stood on the Register of Members on the record date i.e Wednesday May 19, 2010. The Directors have decided not to recommend any final dividend for the year 2009-10.

CONVERVERSION OF PREFERENTIAL WARRANTS TO EQUITY SHARE CAPITAL:

During the year under review, your Company had converted preferential warrants to 40,00,000 Equity Shares of Rs 10/- each on August 19, 2009 (these were issued and allotted to the Individuals and/or corporates belonging and /or not belonging to the Promoter/ Promoter Group of the Company at a price of Rs 60/- per Equity Share (including premium of Rs 50/- per Equity Share) on preferential basis on May 20, 2009) subsequently the Paid up Share Capital has been increased from Rs. 207,244,200 to Rs. 247,244,200, the main purpose of conversion to Equity shares was to increase the net worth of the Company for bidding of the high value projects.

RAISING OF FUNDS THROUGH QUALIFIED INSTITUTIONAL PLACEMENT:

During the year under review, your Company successfully raised funds aggregating Rs.5,545.90 lacs through Qualified Institutional Placement of Equity Shares of face value of Rs 10/- each at an issue price of Rs. 180.25 per Equity Share inclusive of premium of Rs. 170.25 per Equity Share).

This has resulted in increasing the Paid up Equity Share Capital of the Company from 2,47,24,420 Equity Shares of Rs 10/ each aggregating Rs. 24,72,44,200/- ( Rupees Twenty Four Crores Seventy Two Lakhs Fourty Four Thousand Two Hundred only) to 2,78,01,205 Equity Shares of Rs 10/- each aggregating Rs. 27,80,12,050/- (Rupees Twenty Seven Crores Eighty Lakhs Twleve Thousand Fifty only).

The entire issue proceeds of preferential warrants and QIP aggregating Rs.7,945.90 lacs have been utilized by the Company towards financing of capital expenditure, meeting the working capital requirements of the Company in terms of the objects of the issue.

DIRECTORS:

Retirement by rotation

In accordance with Section 255 & 256 of the Companies Act, 1956 read with Article of the Articles of Association of the Company, Shri. Kamal J Gupta, & Shri Nalin J Gupta are liable to retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

Your Directors recommend the re-appointment of Shri. Kamal J Gupta and Shri Nalin J Gupta, as directors. None of these directors is disqualified as per the provisions of Section 274 (1) (g) of the Companies Act, 1956, to be re-appointed as directors of your Company.

Appointment of the Directors of the Company

The Board of Director of the Company at its Meeting held on January 25, 2010 appointed Mr. Ashwani Kumar as an Additional Director of the Company with effect from January 25, 2010, who holds office upto the date of the forthcoming Annual General meeting and is eligible for appointment as a Director of the Company.

AUDITORS:

M/s. Gupta Saharia & Co. Chartered Accountants, Statutory Auditors of the Company retire at the ensuing AGM, and being eligible, offer themselves for re-appointment.

Your Company has received a letter from M/s Gupta Saharia & Co. Chartered Accountants, to the effect that their re-appointment as statutory auditors, if made, will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

AUDITORS REPORT:

The Auditors Report to the shareholders does not contain any qualification.

DEPOSITS:

The Company has not accepted deposits by way of invitation to the public and therefore, provisions of Section 58A of the Companies Act, 1956 are not applicable to the Company.

DIRECTORS RESPONSBILITY STATEMENT:

As stipulated in Section 217(2AA) of the Companies Act, 1956 your Directors confirm that:

i In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for that period;

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

iv. The Directors have prepared the annual accounts on a going concern basis.

ACCREDITIONS

Striving to maintain Design and Engineering Procurement, Construction, Consultancy and Related Services for Infrastructure Projects including Bridges, Flyovers, Buildings, Roads and structures according to the Client Specified Requirements, the Company has upgraded its Quality Management Systems to the international standards as per ISO 9001:2008.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT OF THE DIRECTORS ON CORPORATE GOVERNANCE

The "Management Discussion and Analysis" and report of the

Directors on Corporate Governance for the year under review, as stipulated under Clause 49 of the listing agreement with the stock exchanges, form part of this report.

STATUTORY INFORMATION

The particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are required to be annexed to the Directors Report.

Information relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo required under Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the annexure to this Report.

INDUSTRIAL RELATIONS:

The Industrial relations of your Company have been cordial during the year. Your Directors wish to place on record the commitment and involvement of the employees at all levels and looks forward to their continued co-operation.

ACKNOWLEDGEMENTS

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees.

Your Board of Directors take this opportunity to express their grateful appreciation for the encouragement and support received by the Company from the local authorities, bankers, customers, suppliers and business associates.

The Board of Directors is thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

For and on behalf of the Board of Directors

Jagdishkumar M. Gupta

Chairman Cum Managing Director

Place : Mumbai

Date : July 21, 2010

 
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