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Directors Report of Jaihind Projects Ltd.

Mar 31, 2015

The Directors have pleasure in presenting their 29th Annual Report together with the Audited Statements of Accounts for the financial year ended on March 31, 2015.

FINANCIAL RESULTS:

(Rupees in lacs)

Year ended March 31st Standalone Consolidated 2014-15 2013-14 2014-15 2013-14

Total Income 28959.61 30449.15 30122.54 33225.33

Less : Expenditure 26436.17 26877.08 28383.23 28678.16

Profit / (Loss) before Interest and Depreciation 2523.44 3572.07 1739.31 4547.17

Less : Interest 3565.79 5171.49 3566.00 5982.95

Less : Depreciation 1679.18 1124.41 1699.07 1497.87

Profit/(Loss) Before Tax (2721.53) (2723.83) (3225.76) (2933.65)

Less: Provision For Taxation (929.10) (525.30) (929.86) (523.51)

Profit/(Loss) After Tax (1792.42) (2198.53) (2595.90) (2410.15)

OPERATIONS:

- Standalone financial performance

The Company has successfully achieved several milestones in the past and has continued its journey in this year too in spite of the difficult phase through which most of the Indian infrastructure industry is passing through. During the Period under review the total revenue has decreased from X 30449.15 Lacs to X 28959.61 Lacs. The year under review has been another very tough year for the Infrastructure Industries which is passing through recessionary phase in last three years.

Modest growth, coupled with delays in settlement of claims/ litigations with the clients, slower industrial growth, high interest rate, delays in projects, delay in payments from clients etc. has continuously put the company into stress. Though, the Company is taking all the setbacks positively and believes to sustain corporate stability with low cost and high quality work. We strongly believe that infrastructure sector is bound to grow at a very good pace in the coming financial year.

In spite of the above, your company has achieved decent Turnover of X 28959.61 Lacs, during the year 2014-15. This indicates itself that the company's management has proved its ability to retain business, in fact added new customers, in tough times of industry.

However, achievement of decent turnover by the Company did not reflect in bottom line and the company has incurred net loss of X 1792.42 lacs for the financial year 2014-15.

- Consolidated Operations

In accordance with the Listing Agreement provisions and Companies Act, 2013, the Consolidated Financial statements of the Company and its subsidiaries are prepared and form part of this Annual Report.

During the period under review the total consolidated revenue for the year 2014-15 was X 30122.54 Lacs as against X 33225.33 Lacs for the previous year representing a decrease of X 3102.79 Lacs.

For the financial year 2014-15 the Company has incurred consolidated loss of X 2595.90 Lacs against the net loss of X 2410.15 Lacs for the previous year.

DIVIDEND:

As your Company is under CDR, it is necessary to conserve and optimise use of resources to improve the health of the Company. Hence, your Directors regret their inability to recommend any dividend for the financial year ended March 31, 2015.

RESOLUTIONS PASSED THROUGH POSTAL BALLOT:

During the reporting period, your Company had obtained shareholders' approval by passing of resolutions through Postal Ballot. The results of the Postal Ballot were announced on June 26, 2014. The details of the resolutions passed through Postal Ballot forms part of the Report on Corporate Governance, annexed to this report.

AMENDMENT TO MEMORANDUM AND ARTICLES OF ASSOCIATION

During the period under review, the Memorandum of Association ('MoA') of the Company was amended to include an object in the Main object clause after an existing sub-clause (c) of clause 2 to carry on the business activities in varied field of agriculture, vegetables and fruits products. The Articles of Association ('AoA') of the Company was also amended on account of introduction of new Companies act regime so as to reflect various new provisions in the new set of AoA.

SCHEME OF COMPROMISE/ARRANGEMENT BETWEEN THE COMPANY AND ITS SECURED TERM CREDOTIRS

The Board in their meeting had accorded its approval to a scheme of Compromise/Arrangement with Secured Term Creditors of the Company in hopes for possibility of appropriate re-organisation/restructuring of Debt of the Company.

All the necessary approvals were obtained including Stock Exchanges. However, due to unavoidable circumstance the Company could not capitalize on it further.

PREFRENTIAL ISSUE:

During the year, the Company had sought and obtained necessary approvals from board and members of the Company so as to meet the requirement of critical conditions of CDR LOA, against conversion of outstanding balance of unsecured loans brought-in by Promoters.

The Company was given an extended period up to 29th March, 2015 by CDR EG considering the difficulties faced by the company at the time of process of Issue. The company could not allot Equity shares to the promoter/promoter group as the further delay caused due to not according approvals by the CDR lenders, compelled the company to postpone the process.

UNCLAIMED DIVIDENDS:

As at March 31, 2015, dividend amounting to Rs. 7.12 lacs has not been claimed by shareholders. As per the provisions of Section 205C of the Companies Act, 1956, dividends remaining unclaimed for a period of seven years from the date of transfer to the unpaid dividend account are required to be credited to the IEPF.

Dividend in respect of the financial year 2009-10 & 2010-11, for the amount of Rs. 2,99,094/- and Rs. 4,12,904/-, respectively is still lying in separate account maintained for this purpose. Shareholders are requested to claim their dividend within stipulated period of seven years. In terms of Section 205C of the Companies Act, 1956, no claim would lie against the Company or the said fund after the said transfer.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered during the financial year were in the ordinary course of the business of the Company and were on arm's length basis. There were no materially significant related party transactions entered by the Company during the year with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 134 (5) of the Companies Act, 2013, it is hereby confirmed:

1. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. that selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit or loss of the Company for the period under review;

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

4. that annual accounts of the Company have been prepared on a 'going concern' basis.

5. that internal financial controls have been laid down to be followed by the company and that such controls are adequate and were operating effectively.

6. that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS:

In pursuance of Section 152 of the Companies Act, 2013 and the rules framed thereunder and as per section 6 of the Companies Act, 2013, Mr. Prakash Hinduja, Chairman and Managing Director, whilst holding office as Chairman and Managing Director and being longest in office has given his consent to retire by rotation at the ensuing annual general meeting of the Company and being eligible have offered himself for reappointment. During the period, Mr. Parimal Vasavda and Mr. Devraj Arjanani were appointed as Additional Directors being Independent Directors and their appointments are proposed to be regularized at the forthcoming Annual General Meeting untill completion of one term of five years commencing from the date as mentioned in the resolution contained in the notice attached with this Annual Report.

Ms. Smita Kuber who was appointed as Nominee Director of the Company since 14.02.2015 pursuant to CDR Scheme is being appointed as Nominee Director of the Company in the ensuing AGM. Her term of office shall not be liable to determination by retirement of directors by rotation.

Mr. Chetan Tolani, who was appointed as Director designated as Whole-time Director of the Company effective from 01.07.2015, is being proposed to be regularized as Director of the Company in the ensuing AGM. His term of office shall be liable to determination by retirement of directors by rotation.

During the year under review Mr. Dharmendra Sheth an independent Director and Mr. Pradyuman Tiwari, Whole-time Director resigned from the Board due to pre-occupation with other activities. Mr. Gaurav Hinduja, promoter as well as Whole-time Director of the company have testified his resignation since he was unable to devote sufficient time to the company on account of having some health ailments.

The Board of Directors records its sincere appreciation and recognition of the 29th Annual Report 2014-15 valuable contribution and services rendered by them during their association with the Company.

Other than as stated above, there has been no other change in the Directors or the Key Managerial Personnel during the period. The Independent Directors have submitted the declaration of independence, pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section(6) of Section 149 of the Companies Act, 2013.

The brief particulars of all directors, for which approval of members for their appointments or re-appointments are sought, is furnished in the statement of Corporate Governance published elsewhere in this Annual Report.

MEETINGS OF BOARD OF DIRECTORS:

During the Financial Year under review, the Board has met five times i.e. on 29th April, 30th May, 14th August, 14th November 2014 and 14th February 2015.

CONSTITUTION AND COMPOSITION OF AUDIT COMMITTEE:

As on March, 2015, the Company has constituted the Audit Committee under the Chairmanship of Mr. Akhilesh Negi an Independent Director and Mr. Parimal Vasavda Independent Director and Mr. Gaurav Hinduja, Non-executive Director as Members of the Committee.

VIGIL MECHANISM:

The Company has adopted a Vigil Mechanism in form of whistle blower policy. It aims at providing means to employees to raise complaints and to receive feedback on any action taken and seeks to reassure the employees that such vigil mechanism shall provide for adequate safeguards against victimization of directors and employees who avail of such mechanism and also make provisions for direct access to the Chairperson of Audit Committee in exceptional cases. This neither releases employees from their duty of confidentiality in the course of their work nor can it be used as a route for raising malicious or unfounded allegations against people in authority and / or colleagues in general.

RISK MANAGEMENT:

The Company has already in place, a Risk Management Plan. Brief details of various types of risk are provided in the Management Discussion and Analysis section of the Annual Report.

AUDITORS & AUDITORS REPORT:

A) STATUTORY AUDITOR:

In the current financial year, M/s. R.K. Doshi & Co., Chartered Accountants, Rajkot, had resigned as Statutory Auditors of the Company. The Board in their meeting held on 10th July, 2015, appointed M/s. N.K. Aswani & Co., Chartered Accountants, Ahmedabad, as Statutory Auditors of the Company to to conduct the Statutory Audit for the F.Y 2015-16, however, subject to ratification by way of approval of the members in upcoming AGM of the company to be convened within three months from the Board/Audit Committee's recommendation.

Considering the coinciding of the general meeting and the Annual General Meeting, it is proposed that the appointment of M/ s. N.K. Aswani & Co., Chartered Accountants, Ahmedabad be made as the Statutory Auditors of the Company until the conclusion of next Annual General Meeting,

M/s N.K. Aswani & Co., Chartered Accountants, hold office until the conclusion of the ensuing annual general meeting and are recommended for re-appointment 5(five) consecutive years from the date of the 29 Annual General Meeting (AGM) for a term upto the conclusion of 34th AGM of the Company in the Calendar year 2020 (subject to ratification of the appointment by the members at every AGM held after this AGM). The company has obtained a certificate from M/s. N.K. Aswani & Co., Chartered Accountants, to the effect that their proposed re-appointment, if made, would be in accordance and conformity with the limits as specified in that section. The statutory auditors have also confirmed that they hold a valid certificate issued by the "Peer Review Board" of The Institute of Chartered Accountants of India.

Auditors' Qualifications and Management's Reply:

Auditors' observations in the Financial Statements for the year ended on 31st March, 2015

a) the Company has recognized revenue of Rs. 16,415.59 lacs on certain projects arising out of deviation in designs and/or scope of work, liquidity damage/PRS for which acceptance by the clients are awaited. The amount of such certification cannot therefore be measured reliably. In the absence of sufficient appropriate audit evidence regarding the extent to which such claims/scope variations will be accepted by the clients, we are unable to comment on the appropriateness of such revenue as recorded in the financial statements, the amounts that will be ultimately realised and the consequent impact, if any, on the reported loss for the year ended March 31, 2015 and corresponding assets and liabilities as at that time.

MANAGEMENT RESPONSE:-

Revenue of Rs. 16,415.59 lacs pertains to the work executed by the Company, claims for fixed extended stay charges, AHR items, refund of liquidity damage/PRS due to cost over-run, deviation in design and change in scope of work, equipment rental, etc. These claims have been raised based on actual work execution, terms of contract and generally accepted business practice, for which Company is at various stage of negotiation/discussion on a continuing basis. The Company is also pursuing simultaneously option of arbitration. The Company has been legally advised that it has good case on merit in respect of these matters. Considering the contractual tenability, progress of negotiation/discussion with the clients, the management is confident of approval/acceptance of the claims.

b) bank guarantee invoked by "Arabian Pipeline Projects Company" (APPCO) of Rs. 6,051.04 lacs. The Company has not made any provision in its financial statements in respect of bank guarantee invoked. The Company has filed the suit before Hon'ble City Civil Court, Ahmedabad against the invocation of bank guarantee and the Hon'ble Court has granted stay. The Company has also referred the dispute to "The London Court of International Arbitration" for arbitration. In view of the pending litigation and uncertainty of outcome of such pending litigation, we are unable to quantify and comment upon the liability that may devolve on the Company on account of such invoked bank guarantee. Our audit opinion on the financial statement for the year ended March 31, 2015 is qualified in respect of above matter.

MANAGEMENT RESPONSE:-

The Company was awarded project execution work of "Saline Water Conversion Corporation" (SWCC) at Kingdom of Saudi Arabia jointly with "Arabian Pipeline Projects Company" (APPCO). As per the terms of the contract the Company had provided bank guarantee to "Arabian Pipeline Projects Company" (APPCO) and "Arabian Pipeline Projects Company" (APPCO) provided collective bank guarantee to "Saline Water Conversion Corporation" (SWCC). The Company successfully executed the project for two and half year. However "Arabian Pipeline Projects Company" (APPCO) was failing to provide the site clearance as per agreed terms in time and as a result the Company was not able to execute its part of contract. The project was proceeding slowly for no fault of the Company, resulted into cash crunch at Kingdom of Saudi Arabia site due to less turnover against the resources deployed without improvising/ making good the deficiencies and draw back on the part of "Arabian Pipeline Projects Company" (APPCO), the Company was issued notices by "Arabian Pipeline Projects Company" (APPCO) for various alleged defaults. To resolved the differences an understanding was arrived at between the Company and "Arabian Pipeline Projects Company" (APPCO) for execution of balance work by "Arabian Pipeline Projects Company" (APPCO). However "Arabian Pipeline Projects Company" (APPCO) could not execute the project satisfactorily and the progress of the work became very slow. The "Arabian Pipeline Projects Company" (APPCO) instead of improving upon its function at Kingdom of Saudi Arabia site, invoked BG of Rs. 6,051.04 lacs given by the Company against the terms and condition of understanding. The Company believes that this invocation is in violation of the terms of the agreement entered into with the "Arabian Pipeline Projects Company" (APPCO), moreover "Saline Water Conversion Corporation" (SWCC) has not invoked BG. The Company has disputed the BG invocation by "Arabian Pipeline Projects Company" (APPCO) before Hon'ble Civil Court, Ahmedabad. The Civil Court has granted stay on payment of bank guarantee till the final disposal of the suit. The Company has also referred the matter for arbitration before "The London Court of International Arbitration" as provided in the terms of contract. Pending the legal proceedings in the above matter, the Company has not given effect to the bank guarantee invoked by the "Arabian Pipeline Projects Company" (APPCO).

c) invocation of bank guarantee of Rs. 4,738 lacs by "Brahmaputra Cracker and Polymer Limited" (BCPL) on April 17, 2015. The Company has not made any adjustment in respect of bank guarantee invoked, which constitutes departure from the Accounting Standard (AS)-4 on "Contingencies and Events Occurring After the Balance Sheet Date", issued by the ICAI, which requires adjustment to be made in assets and liabilities for events occurring between the balance sheet date and the date on which financial statements have been approved.

MANAGEMENT RESPONSE:-

In respect of the contract work awarded by "Brahmaputra Cracker and Polymer Limited" (BCPL), the Company has raised claims of Rs. 39,899.91 lacs on "Brahmaputra Cracker and Polymer Limited" (BCPL) on account of client caused delay, deviation in design and change in scope of work etc. which are disputed by the client. The Company has referred the matter to arbitration. In the meantime "Brahmaputra Cracker and Polymer Limited" (BCPL) has invoked the bank guarantee of Rs. 4,738 lacs on April 17, 2015. Since the matter is pending before arbitration the Company has not given effect to the Assets and Liabilities as required under Accounting Standard (AS)-4 on "Contingencies and Events Occurring After the Balance Sheet Date", issued by the ICAI.

d) The Company has made investments in its subsidiaries aggregating to Rs. 665.00 lacs reported under "Non-Current Investments". There is erosion of net worth, current year losses, legal cases by lenders and creditors against the said subsidiaries, which may result into the permanent diminution in the value of investments. In spite of this, the Company has reported these investments at cost. This constitutes departure from Accounting Standard (AS)-13 "Accounting for Investment" issued by the ICAI, which requires ascertainment and provision for diminution, other than temporary, in the carrying amount of investment

MANAGEMENT RESPONSE:-

The Company has made investments in its subsidiaries aggregating to Rs. 665.00 lacs reported under "Non-Current Investments". Though there is erosion in the net worth, current year losses, legal cases by lenders and creditors against the said subsidiaries, based on the management's internal assessment regarding survival of the said subsidiaries, assessment regarding recovery of claims and dues from the customers, and legal opinion obtained by the management the diminution in value is temporary. Hence, the investments are valued at cost.

e) The Company has reversed Interest expense of Rs. 754.11 lacs on loans from banks by way of credit to "Interest Expenses" in statement of profit and loss account for which confirmations from the bank are not made available, resulting into the understatement of loss and liabilities by Rs. 754.11 lacs.

MANAGEMENT RESPONSE:-

The Company had executed CDR agreement with its principal lenders but could not comply with the terms of the scheme for repayment of principal and interest, resulting into account becomes NPA. Hence, the Company has reversed Interest expense of Rs. 754.11 lacs on loans from banks by way of credit to "Interest Expenses" in statement of profit and loss account.

f) The Company has not provided interest on amounts borrowed from the NBFCs aggregating to Rs. 2215.02 lacs as on March 31, 2015 (Previous year Rs. 3033.10 lacs). As balance confirmation and / or statement of loan accounts from NBFCs are not made available to us, we are unable to ascertain the impact of non-provision of interest on amounts borrowed from NBFCs on financial statements. The amount due to NBFCs is disclosed based on the information available with the management and subject to reconciliation.

MANAGEMENT RESPONSE:-

The Company could not repay principal and interest due to NBFCs as per the terms of the sanction since January-2015 resulting into account becoming NPA. Hence no provision of interest on loans from NBFCs aggregating to Rs. 2,215.02 lacs as on March 31, 2015 (Previous year Rs. 3,033.10 lacs) has been made.

g) pending confirmation of balances in respect of Trade Payables, Other Current Liabilities, Long Term Loans & Advances, Trade Receivables, Short Term Loans & Advances and Other Current Assets, we are unable to comment on the impact of arising out of reconciliation/ adjustments, if any, required upon such confirmation.

MANAGEMENT RESPONSE:-

The Company is yet to obtain balance confirmations from some of the debtors, creditors and parties to whom advances and deposits have been given. Adjustments, if necessary, will be made on receipt thereof.

h) write back of old liabilities of Rs. 1,353.21 lacs and write off of old receivables of Rs. 397.28 lacs. In absence of adequate supporting documents, we are unable to comment on effect of the same in financial statements of the Company.

MANAGEMENT RESPONSE:-

There were old outstanding liabilities amounting to Rs. 1,353.21 lacs which were disputed / agitated by the Company for various reasons. There were old receivables and dues of Rs. 397.28 lacs which were in disputes. The Company had continuous verbal and written communication / representation and follow up without any success. These dues and receivables are older than three years. Based on the internal assessment and a legal opinion, the Company has written back the liabilities of Rs. 1,353.21 lacs and written off receivables of Rs. 397.28 lacs in the standalone financial statements.

i) uncertainties relating to recoverability of trade receivable aggregating to Rs. 12,013.96 lacs recognized in the earlier years in respect of project which are suspended or substantially closed and where the claims are currently under negotiations/arbitration/litigation. Pending the ultimate outcome of these matters, which is presently unascertainable, no adjustments have been made in the accompanying standalone financial statements. Our opinion is qualified in respect of this matter.

MANAGEMENT RESPONSE:-

Trade receivable of Rs. 12,013.96 lacs outstanding as at March 31, 2015 representing various claims raised in earlier years, based on the terms and conditions implicit in the contracts and receivables in respect of closed/suspended projects. These claims are mainly in respect of fixed extended stay charges, AHR items, refund of liquidity damage/PRS due to cost over-run, deviation in design and change in scope of work, equipment rental etc, for which the Company is at various stage of negotiation/discussion with clients or under arbitration. The Company has been legally advised that it has good case on merit in respect of these matters. Considering the contractual tenability, progress of negotiation/ discussion with the clients, the management is confident of recovery of these receivables.

j) the assets, liabilities, revenue and expenditure of project at "Kingdom of Saudi Arabia" (KSA) accounted for in the financial statements on the basis of unaudited financial information of project at "Kingdom of Saudi Arabia" (KSA) available with the Company because of the reasons stated therein. We have not carried out audit procedures to verify the financial figures of this shared project accounted for in the financial statements of the Company. The financial statements of project at "Kingdom of Saudi Arabia" (KSA) are reported on the basis of management's internal assessment and legal opinion obtained by the Company, and we are unable to comment and give any opinion on the transactions/ balances accounted for in the books of accounts of the Company.

MANAGEMENT RESPONSE:-

The Company was awarded project execution work of "Saline Water Conversion Corporation" (SWCC) at Kingdom of Saudi Arabia jointly with "Arabian Pipeline Projects Company" (APPCO) There were major dispute with "Arabian Pipeline Projects Company" (APPCO) for execution of the projects, co-ordination of work, delay in execution, cost overrun and deviation in design and change in scope of work. Bank guarantee of Rs. 6,051.04 lacs was invoked by the "Arabian Pipeline Projects Company" (APPCO) which is disputed by the Company. The Company has raised Claims of Rs. 42,292.77 lacs on "Arabian Pipeline Projects Company" (APPCO) for client caused delay, deviation in design, change in scope of work and equipment rental which is disputed by the "Arabian Pipeline Projects Company" (APPCO). The "Arabian Pipeline Projects Company" (APPCO) has taken over the control of the sites, assets, liabilities and project work allocated to Jaihind Projects Limited. The Company has referred this matter to "The London Court of International Arbitration" for arbitration. Since the matter is in dispute and Company does not have access to the financial statements and supporting of Joint project with "Arabian Pipeline Projects Company" (APPCO), the assets, liabilities, revenue and expenditure of project at Kingdom of Saudi Arabia are accounted for in the financial statements on the basis of unaudited financial information for project at Kingdom of Saudi Arabia available with the Company and it is summarized below. Based on the management's internal assessment and legal opinion obtained by the Company, the Company is fairly certain of realization of assets and dues from client as reported in these financial statements.

B) SECRETARIAL AUDITOR:-

Pursuant to 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. A. S. Solanki & Associates, Company Secretary in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure C" for the financial year ended on 31st March, 2015.

C) COST-AUDITOR:-

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, your Directors had, on the recommendation of the Audit Committee, appointed Heena Doshi & Associates, Cost Accountants (Firm Registration number 000347) for the financial year 2015-2016 at a remuneration of Rs. 40,000 per annum. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking Member's ratification for the remuneration payable to M/s Heena Doshi & Associates, Cost Accountants is included at Item No. 10 of the Notice convening the Annual General Meeting.

REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:

Report on Corporate Governance and Management Discussion and Analysis Report for the year under review, together with a Certificate from the Practicing Professional regarding compliance of the conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

SUBSIDIARY COMPANIES:

The Company has 4 subsidiaries and 1 JV as of March 31, 2015. There was no material change in the nature of the business carried on by the subsidiaries.

As per the provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the subsidiary Companies/ Associate Companies/Joint Ventures is prepared in Form AOC-1 and is attached to the Financial Statements of the Company.

In accordance with the provisions of the Companies Act, 2013, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies will make available based on written request by the members and are not attached with the Annual Accounts of the Company. The annual accounts of the subsidiary companies will also be kept open for inspection by any member at the registered office of the Company and that of the respective subsidiary companies.

Your company has the following subsidiary Companies.

Sr. No. List of Subsidiaries

1 Jaihind Infra Tech Projects Private Limited

2 Jaihind Green Energy Limited

3 Jaihind Offshore Services Private Limited

4 Jaihind Engineering Private Limited

FORMATION OF VARIOUS COMMITTEES:

Details of various committees constituted by the Board of Directors in line with the Companies Act, 2013 and SEBI circular dated 17th April, 2014 are given in the Corporate Governance Report annexed which forms part of this report.

PARTICULARS OF EMPLOYEES:

The information required under section 197 (12) read with Rule 5 (2) & (3) of Companies (Appointment & Remuneration) Rules, 2014 of the Companies Act, 2013 the names and other particulars of employees is not applicable to the Company , as no employees drawing remuneration of Rs. 60,00,000/- or more per annum employed throughout the year or Rs. 5,00,000/- or more per month employed for a part of the year.

DISCLOSURE OF PARTICULARS CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, ADOPTION & FOREIGN EXCHANGE EARNINGS & OUTGO:

Information as per Section 134 read with Rule 8 of the Companies (Accounts) Rules, 2014 for the financial year ended March 31, 2015.relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are given in Annexure 'A', forming part of this Report.

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

6. No Loans, Guarantees, or Investments given / made during the Financial Year ended 31st March, 2015.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return of the Company in Form MGT-9 for the Financial Year ended 31st March, 2015 is given in Annexure - B and forms part of the Directors' Report.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT:

As per the provisions of the Section 204(1) of the Companies Act, 2013, the Company has appointed M/s. A.S. Solanki & Associates, Practicing Company Secretaries to conduct Secretarial Audit of the records and documents of the Company.

The Secretarial Audit Report for the Financial Year ended 31st March, 2015 in Form No. MR-3 is annexed to the Directors Report - Annexure - C and forms part of this Report. The observations of the Secretarial Auditors in their report are self-explanatory and do not require any comments.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has formed a CSR Committee comprising of Mr. Akhilesh Negi as Chairman and Mr. Prakash Hinduja and Mr. Gaurav Hinduja, as other members during the year under review. Given stressed financial condition of the business, the Company does not have to make any obligatory contributions towards CSR from a regulatory perspective.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to thank the Financial Institutions, Banks, Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company. Your Directors also wish to record their appreciation for the continued co-operation and support received from the Joint Venture partners/Associates.

For and on behalf of the Board of Directors

Prakash L. Hinduja

Date : 14.08.2015 Chairman & Managing Director

Place : Ahmedabad [DIN: 01688850]


Mar 31, 2014

Dear members,

The Directors have pleasure in presenting their 28th Annual Report together with the Audited Statements of Accounts for the financial year ended on March 31, 2014.

FINANCIAL RESULTS:
Year ended March 31st Standalone Consolidated 2013-14 2012-13 2013-14 2012-13 Total Income 30449.15 31012.07 33225.33 34737.71

Less : Expenditure 26877.08 29373.22 28678.17 33204.00

Profit / (Loss) before Interest and Depreciation 3572.07 1638.85 4547.16 1533.71 Less: Interest 5171.49 6516.51 5982.95 7152.66

Less : Depreciation 1124.41 1258.08 1497.87 1636.91 Profit/(Loss) <2723.83> <6135.75> <2410.15> <7255.86> Before Tax

Less : Provision For Taxation <535.30> <665.95> <523.51> (657.16)

Profit/(Loss) After Tax 2198.53 (5469.80) (2410.15) (6598.70)

OPERATIONS:

Standalone financial performance

The Company has successfully achieved several milestones in the past. During the Period under review the total revenue has decreased from '' 31012.07 Lacs to '' 30449.15 Lacs. The year under review has been another very tough year for the Infrastructure Industries which was passing through recessionary phase in the recent time.

In same way, the company''s performance has adversely impacted due to decelerated economy, slower industrial growth, fluctuation in currency and high interest rate, delays in large PSUs projects caused delays wherein profitability of certain projects eroded on increased costs. Though, the Company was able to ward off the impact immediately due to a good order book position, the elongated recessionary pressures for last two years affected the Company which led to reduction in turnover and negative growth in Net Profit.

In spite of the above, your company has achieved decent Turnover of Rs 30449.15 Lacs, during the year 2013-14. This indicates itself that the company''s management has proved its ability to retain business, in fact added new customers, in tough times of industry.

However, achievement of decent turnover by the Company did not reflect in bottom line and the company has incurred net loss of Rs 2198.53 lacs for the financial year 2013-14. However, yours Directors assure that in the coming years there will huge profit as the company is hopeful in bagging various contract which shall be profitable and beneficial to the company and to its stakeholders.

Consolidated Operations

In compliance with the applicable Clauses of the Listing Agreement (s) with the Stock Exchange, the Company has prepared Consolidated Financial Statements as per the Accounting Standard on consolidated Financial Statement (AS-21, AS-23 & AS 27) issued by the Institute of Chattered Accountants of India. The Audited Consolidated Financial Statement along with the Auditors'' Report is annexed to this Annual Report.

During the period under review the total consolidated revenue for the year 2013-14 was Rs 33225.33 Lacs as against Rs 34737.71 Lacs for the previous year representing a decrease of Rs 1512.38 Lacs. For the financial year 2013-14 the Company has incurred consolidated loss of '' 2410.15 Lacs against the profit after tax of Rs 6598.70 Lacs for the previous year.

FINANCIAL PERFORMANCE:

The Industry in which the Company operates has been facing severe recessionary trends. Decelerated economy, slower industrial growth, delays in large PSUs projects caused delays wherein profitability of certain projects eroded on increased costs. Though, the Company was able to ward off the impact immediately due to a good order book position, the elongated recessionary pressures for last two years affected the Company which led to reduction in turnover and negative growth in Net Profit. Government inaction, delays in awarding projects, delays in clearances by various government agencies, bureaucratic apathy has led to delays in the project progress at various project sites of the Company, thereby resulting into cost overruns due to idling of manpower and equipments thereby resulting in reduction in revenue of the EPC Division. Delayed Receivables, Cash flow mismatches due to elongated Working Capital Cycle, higher interest cost, slower economic growth and high inflation were some of the reasons that led to liquidity mismatches.

However, the tenure for repayment of Outstanding Secured Term Loans shall be repaid from 30.11.2014 in stepped-up quarterly installments for each year.

In view of the same, the Management is hopeful for revival in 2-3 years.

Some parties have a filed complaint u/s 138 of the Negotiable Instrument Act, 1881 against the Company. The Management has taken/is taking adequate measures to defend the cases filled against the Company and its Directors. The Company has already initiated settlement process with major Banks/Financial Institutions (FIs), wherein some of them have agreed to come to a stage for mutual benefits.

CONSOLIDATED FINANCIAL STATEMENTS:

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Clause 32 of the Listing Agreement entered into with the Stock Exchanges and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard.

Further, in accordance with the general circular no. 2/2011 bearing reference no. 5/12/2007-CL-III, dtd. 8th February, 2011, issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. Also, in accordance with the requirement of Accounting Standards issued by The Institute of Chartered Accountants of India, the consolidated accounts of the company and its subsidiaries have been prepared and the same are annexed to this report.

UPDATES ON CORPORATE DEBT RESTRUCTURING (CDR)

The CDR scheme includes a two year moratorium on principal and term-debt interest payments; by way of reduction in rates for conversion of approximately Rs 705.43 Crores over the next two years to bring stronger financial stability and a ten year door-to-door back-ended repayment plan.

In terms of CDR Scheme, the Promoters have brought-in funds to the extent of Rs 25 Cr into the Company in stipulated time frame for conversion into equity shares at later stage.

The CDR scheme of company is under implementation. In previous year, the Company had executed the Master Restructuring Agreement (MRA) / other definitive documents with six lender banks on 29th March, 2013 which was further modified by a supplemental deed dated 18.07.2013 in order to give the formal effect to the CDR Approved Package.

During the year under review, the company is also ensuring compliance with other CDR conditions. The Company has obtained shareholders'' approval for CDR scheme, inter alia, by way of Postal Ballot notice dated 29th April, 2014.

DIVIDEND:

In view of the loss incurred during the year, the Board regrets its inability to declare any dividend for the year ended 31st March, 2014.

PREFERENTIAL ISSUE:

To meet the requirement of critical conditions of CDR LOA, the Board of Directors of the Company in their meeting held on 29th April, 2014 has considered & approved for proposed issue of 33,55,000 Equity Shares to Promoters, on preferential allotment basis, at a price of Rs 15/- per share, which includes premium of Rs 5/- per share, as determined under the SEBI (Issue of Capital and Disclosures requirements) Regulations, 2009, against conversion of outstanding balance of unsecured loans brought-in by Promoters pursuant to requirement of CDR Scheme.

The Company has been given an extended period up to 29th March, 2015 by CDR EG, within which the Company has to allot Equity Shares to promoters on preferential basis.

The Company had sought approval of shareholders by way of postal ballot for the above issue including other business vide notice dated April 29, 2014, the results of which have been declared on June 25, 2014.

SCHEME OF COMPROMISE/ARRANGEMENT BETWEEN THE COMPANY AND ITS SECURED TERM CREDITORS

The Board in its meeting on 3rd February, 2014 had accorded its approval to carry out and evolve a suitable scheme of Compromise, Arrangement with Secured Term Creditors of the Company covering, inter alia, the possibility of appropriate re-organisation, restructuring of Debt of the Company.

Based on the outcome, the compromise/arrangement between Jaihind Projects Limited and its secured term creditors along witl appropriate restructuring debt.

The Company had, as per clause 24(f) of the Listing Agreement, filed scheme with BSE and NSE where its shares are listed befort filling application with Hon''ble High Court of Gujarat.

In this regard, a scheme of Compromise/Arrangement between Jaihind Projects Limited and its Secured Term Creditors under thi provisions of Sections 391-394 of the Companies Act, 1956 (Sec. 230 of new Act) was recommended by the Audit Committee ant approved by the Board of Directors at their respective meetings held on 3rd February, 2014. The Cut-off Date of the Scheme is 31s December, 2013.

The Share exchange ratio and valuation Report of Chartered Accountants is not applicable in our case as the Scheme does no propose to allot additional shares to promoters/ Promoter Group, related parties of promoter/ promoter group, Associates o promoter/ Promoter Group, Subsidiary/(s) of promoter/ Promoter Group of the Company.

Further, no issues of further shares are envisaged under the scheme of Compromise/Arrangement between the Company, it Secured Term creditors and the rights of the shareholders are not affected in any manner whatsoever. Also, there is no change ir the shareholding pattern, pre & post implementation of the Scheme of Compromise/Arrangement with the Secured Term Creditors

The fairness opinion was provided by M/s Nirbhay Capital Services Pvt. Ltd., Merchant Bankers. The Scheme is conditional upon inter alia, various regulatory and other necessary approvals and sanctions from the lenders and on such terms and conditions a: may be acceptable to the Board.

The Company has obtained an NOC from both the Stock Exchanges i.e. BSE and NSE for the above proposed scheme of Compromise, Arrangement.

Further, in due compliance of Undertaking given to Stock Exchanges at the time application made for obtaining in-principle approval u/c 24(f) of the Listing Agreement, disclosure of Secured Class of Term creditors for this proposed scheme is as follows.

Sr. Name of Secured Nature of Parties Total O/S as on No. Term Creditor cut-off date (31.12.13)

1 Bajaj Finance Ltd. NBFC 5.76

2 TATA Capital Financial Services Ltd. NBFC 7.11

3 L&T Finance Ltd. NBFC 16.22

4 Easyaccess Financial Services Ltd. NBFC 5.00

5 Prime Corporate Services Ltd. NBFC 0.20

6 Reliance Capital Ltd. NBFC 1.21

7 IDBI Bank Scheduled Bank 43.40

8 Canara Bank Scheduled Bank 44.87

9 SBI Scheduled Bank 40.23

10 Indian Bank Scheduled Bank 32.77

11 Bank of Baroda Scheduled Bank 37.83

12 SREI Equipment Finance Pvt. Ltd. NBFC 45.02

Total 279.62

UNCLAIMED DIVIDENDS:

As at March 31, 2014, dividend amounting to Rs 7,13,818/- has not been claimed by shareholders. As per the provisions of Section 205C of the Companies Act, 1956, dividends remaining unclaimed for a period of seven years from the date of transfer to the unpaid dividend account are required to be credited to the IEPF.

Dividend in respect of the financial year 2009-10 & 2010-11, for the amount of ''2,99,594/- and '' 4,14,224/-, respectively is still lying in separate account maintained for this purpose. Shareholders are requested to claim their dividend within stipulated period of seven years. In terms of Section 205C of the Companies Act, 1956, no claim would lie against the Company or the said fund after the said transfer.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Board of Directors of the Company confirms:

i. That in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there has been no material departure;

ii. That 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;

iii. That proper and sufficient care has been taken 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;

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

v. That the Company has adequate internal systems and controls in place to ensure compliance of laws applicable to the Company except some of the parties have filed petition before the Hon''ble High Court of Gujarat against the Company u/s 433 and 434 of the Companies Act, 1956. The Company has appointed Senior Advocates in this regard to defend the same.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Gaurav P. Hinduja is liable to retire by rotation at the 28th Annual General Meeting and being eligible offer himself for re-appointment.

Mr Akhilesh Negi, Independent Director of the Company, is being appointed as Independent Director for five consecutive years for a term upto March 31, 2019 as per provisions of Section 149 and other applicable provisions of the Companies Act 2013 subject to approval at the ensuing Annual General meeting of members of the Company.

Mr. Ravinder Sarup Gupta, who was appointed as Nominee Director of the Company since 14.08.2013 pursuant to CDR Scheme is being appointed as Independent Nominee Director of the Company in the ensuing AGM. His term of office shall not be liable to determination by retirement of directors by rotation.

Mr. S. Nagarajan Iyer was appointed as Additional Director of the Company with effect from 14th August, 2013. However, Mr. S. Nagarajan Iyer, Director of the Company was not re-appointed at the time of regularization, pursuant to 260 of the Companies Act, 1956 and hence vacated his office with effect from 26th September, 2013.

During the period, Mr. Dharmendra Sheth has resigned from the Directorship of the Company, w.e.f 1st July, 2014.

The Board appreciates his interest shown in the Company for the assistance and guidance provided by him during his tenure as Director.

Mr. Ravinder S. Gupta was appointed as Nominee Director w.e.f. 14th August, 2013 representing ''IDBI Bank Ltd.'' in pursuant to the terms of the Corporate Debt Restructuring.

The brief particulars of all directors, for which approval of members for their appointments or re-appointments are sought, is furnished in the statement of Corporate Governance published elsewhere in this Annual Report.

Pursuant to the provisions of Sections 203, 178 and other applicable provisions of the Companies Act, 2013 and Pursuant to the provisions of Sections 203, 178 and other applicable provisions of the Companies Act, 2013 and Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Board at its meeting held on 14.08.14 also appointed Mr. Prakash L. Hinduja, Chairman & Managing Director, Mr. Gaurav P. Hinduja and Mr. Pradyuman Tiwari, whole-time Directors of the Company, as Wholetime Key Managerial Personnel of the Company.

VIGIL MECHANISM:

Your Company has established a Vigil Mechanism Policy for its Directors and employees to safeguard against victimization of persons who use Vigil mechanism and report genuine concerns. The Audit Committee of your Company shall oversee the Vigil mechanism.

AUDITORS & AUDITORS REPORT:

M/s. R. K. Doshi & Co., Chartered Accountants, statutory auditors of the Company retires at the ensuing AGM and are eligible for re-appointment.

The Company has received a certificate from the statutory auditors to the effect that their re-appointment, if made, would be within the limits prescribed. The statutory auditors have also confirmed that they hold a valid certificate issued by the "Peer Review Board" of The Institute of Chartered Accountants of India.

Auditors'' Qualifications and Management''s Reply:

Auditors'' observations in the Financial Statements for the year ended 31st March, 2014

a) Revenue includes Rs 128.77 Cr against claims raised on different clients, which are neither acknowledged/approved/certified by the clients nor recoverability of which is ascertainable.

Management Response-

Revenue of Rs 128.77 Cr. includes the work that has been executed, claims for cost-overrun due to client caused delay, deviation in design and change in scope of the work; for which company is at various stages of negotiations/discussions or has filed/proposed to file arbitration on a continuing basis.

b) Against sundry debtors amounting to '' 80.00 crores disputed by the parties, an amount of''15.36 Crores has been written off in the financial year 2012-13. No provision has been made against balance disputed debtors of ''64.64 crores.

Management Response-

These claims and receivables are mainly in respect of the work that has been executed, claims for cost-overrun due to client caused delay, deviation in design and change in scope of the work; for which company is at various stages of negotiations/discussions or has filed/proposed to file arbitration on a continuing basis. Considering the contractual tenability, negotiations/discussion with clients and based on the past experience of the company, the management is reasonably confident of recovery of the same.

c) Interest on delayed deposit of statutory dues of Service Tax and Commercial Tax has neither been quantified nor the effect of the same on the financial statements been ascertained.

Management Response-

The amount borrowed by the Company has been restructured under the CDR mechanism and we are focusing on the key areas for the viability of the Company and events which are not material has not been considered. However, the same shall be complied during the current financial year.

d) In absence of audited accounts of JPL Morpol Consortium and Tehran Jonoob Jaihind Consortium, discrepancies, if any, between the said accounts with that of the company is not ascertainable.

Management Response-

The accounts of the JVs are maintained by the JV partner and we are informed that they are under finalisation. However, most of the JVs have become inoperative. The accounting effect of discrepancies if any after the finalization of the accounts will be given at current date.

e) In absence of adequate supporting of revenue and expenses incurred for APPCO-JPL project at Kingdom of Saudi Arabia, the same is recorded on the basis of reporting made by APPCO -JPL Project Office at Kingdom of Saudi Arabia.

Management Response:-

Accounts of APPCO-JPL project at Kingdom of Saudi Arabia were independently audited by Deloitte & Touche Bakr Abulkhair & Co. for the year 2012 and audit for the year ending 31.12.2013 is under process. The accounts, revenue and expenses are managed and are under the control of APPCO and based upon the report receive from them the same is incorporated in the books of the company. Variations if any on finalization of audit by independent auditor of APPCO-JPL project, Kingdom of Saudi Arabia the same shall be incorporated appropriately in the books of accounts of the company.

REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:

Report on Corporate Governance and Management Discussion and Analysis Report for the year under review, together with a Certificate from the Practicing Company Secretary regarding compliance of the conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

SUBSIDIARY COMPANIES:

Your company has the following subsidiary Companies.

Name of the Company Date of Incorporation

Jaihind Infratech Projects Private Limited 10.04.2010

Jaihind Green Energy Limited 13.09.2010

Newton Solar Private Limited 13.09.2010

Jaihind Offshore Services Private Limited 07.01.2011

Jaihind Engineering Private Limited 06.06.2011

FORMATION OF VARIOUS COMMITTEES:

Details of various committees constituted by the Board of Directors in line with the Companies Act, 2013 and SEBI circular dated 17th April, 2014 are given in the Corporate Governance Report annexed which forms part of this report.

FIXED DEPOSITS:

Your Company has not accepted any deposits from public or its employees and, as such, the question of repayment of any amount of principal or interest does not arise. However the Company has accepted short term deposit from director, bodies corporate etc.

PARTICULARS OF EMPLOYEES:

The information required under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of employees is not applicable to the Company , as no employees drawing remuneration of Rs 60,00,000/- or more per annum employed throughout the year or Rs 5,00,000/- or more per month employed for a part of the year.

DISCLOSURE OF PARTICULARS CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, ADOPTION & FOREIGN EXCHANGE EARNINGS & OUTGO:

Information as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are given in Annexure ''A'', forming part of this Report.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to thank the Financial Institutions, Banks, Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company. Your Directors also wish to record their appreciation for the continued co-operation and support received from the Joint Venture partners/Associates.

For and on behalf of the Board of Directors

Prakash L. Hinduja Date : 14.08.2014 Chairman & Managing Director Place : Ahmedabad [DIN: 01688850]


Mar 31, 2013

To The Members

The Directors have pleasure in presenting their 27th Annual Report together with the Audited Statements of Accounts for the financial year ended on March 31, 2013.

FINANCIAL RESULTS:

(Rupees in lacs)

Year ended March 31" Standalone Consolidated"

2012-13 2011-12 2012-13 2011-12

Total Income 31012.07 53671.58 34737.71 57390.29

Less: Expenditure 29373.22 43500.55 33204 46104.48

Profit / (Loss) before Interest and Depredation 1638.85 10171.03 1533.71 11285.81

Less: Interest 6516.51 5735.39 7152.66 5923.64

Less: Depreciation 1258.08 765.98 1636.91 865.59

Profit/(Loss) Before Tax (6135.75) 3669.67 (7255.8G) 4496.59

Less: Provision For Taxation (665.95) 1318.21 (657.16) 1693.06

Profit/(Loss) After Tax (5469.80) 2351.46 (6598.70) 2803.53

OPERATIONS:

- Standalone financial performance

During the Period under review the total revenue has decreased from Rs. 53,671.58 Lacs to Rs. 31,012.07 Lacs due to adverse market conditions & temporary global slowdown in the sector. Yours Directors assure that in the coming years there will be huge profit as the company is hopeful in bagging various contracts which shall be profitable and beneficial to the company and to its stakeholders.

For the year ended on 31st March, 2013, The Company has achieved the Earning Before Interest, Deprecation & Amortization & Tax (EBIDTA) of Rs. 1638.85 Lacs as against Rs. 10171.03 Lacs for the previous year representing an decrease by Rs. 8532.18 Lacs.

- Consolidated Operations

In compliance with the applicable Clauses of the Listing Agreement(s) with the Stock Exchange, the Company has prepared Consolidated Financial Statements as per the Accounting Standard on consolidated Financial Statement(AS-21, AS-23 & AS 27) issued by the Institute of Chattered Accountants of India. The Audited Consolidated Financial Statement along with the Auditors'' Report is annexed have been annexed to this Annual Report.

During the period under review the total consolidated revenue for the year 2012-13 was Rs. 34737.71 Lacs as against Rs. 57390.29 Lacs for the previous year representing a decrease of Rs. 22652.58 Lacs.

EBIDTA was Rs. 1533.71 Lacs as against Rs. 11285.81 Lacs for the previous year representing a decrease of Rs. 9752.1 Lacs.

For the financial year 2012-13 the Company has incurred consolidated loss of Rs. 6598.70 Lacs against the profit after tax of Rs. 2803.53 Lacs for the previous year due increase in financial cost.

FINANCIAL PERFORMANCE:

The Company is facing financial crunch on account of local and global slowdown in the economy which has resulted into the scarcity in getting the viable projects. Apart from this the funds of the Company are blocked in domestic and as well as in global market without the adequate reduction in expenses as a result of which Company has entered into Corporate Debt Restructuring (CDR) with the Bankers and Financial Institutions and has successfully implemented the CDR package.

In view of the same, the Management is hopeful for revival in 2 -3 years.

Some parties have filed complaint u/s 138 of the Negotiable Instrument Act. 1881 against the Company. The Management is taking adequate measures to defend the cases filed against the Company and its Directors by appointing senior advocates in this regards.

DIVIDEND:

During the period under review your Directors are unable to recommend any dividend for the year ended 31st Match, 2013 due to financial loss incurred by the company.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Board of Directors of the Company confirms:

i. That in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there has been no material departure;

ii. That 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;

iii. That 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 the assets of the Company and for preventing and detecting fraud and other irregularities;

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

v. That the Company has adequate internal systems and controls in place to ensure compliance of laws applicable to the Company except some of the parties have filed petition before the Hon''ble High Court of Gujarat against the Company u/ s 433 and 434 of the Companies Act, 1956. The Company has appointed Senior Advocates in this regard to defend the same.

DIRECTORS:

Retire by Rotation

During the year under review Mr. Pradyuman R. Tiwari & Mr. Akhilesh B. Negi retires by rotation at forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

New Appointment

Mr. S. Nagarajan Iyer was appointed as Additional Director of the Company with effect from 14th August, 2013. Mr. Ravinder S. Gupta was appointed as the Nominee Director representing ''ID8I Bank Ltd.'' in pursuant to the terms of the Corporate Debt Restructuring.

The Board welcomes Mr. S. Nagarajan Iyer & Mr. Ravinder S. Gupta to consider it an advantage to the company and to avail the expertise of the new board members.

Resignation from Directorship

Mr. Manoj K. Kapoor, Director of the Company resigned with effect from 7" October, 2012. Mr. Sankaran V. Manikutty, Director of the Company resigned from his Directorship due to pre occupation with effect from 8,f'' October, 2012. Mr. Mukesh Keswani, Director- Finance & CFO of the Company ceased to hold his office with effect from 15th October, 2012. Mr. Dinker M. Rawal, Director of the Company resigned from the Directorship with effect from 18th February, 2013 and Mr. Ghanshyam S. Prasad, Whole-time Director of the Company ceased from his office with effect from 21st February, 2013.

The Board appreciates their interest shown in the Company for the assistance and guidance provided by them.

AUDITORS:

During the period under review M/s. Deloitte Haskins & Sells, Chartered Accountants, rendered their resignation from the position of Statutory Auditors and pursuant to fill the vacancy created due to resignation M/s. R.K. Doshi & Co. Chartered

Accountants, Rajkot was appointed as the Statutory Auditors of the Company at the Extra Ordinary General Meeting of the Members of the Company held on 2ZM May, 2013. Further M/s. R.K. Doshi & Co. Chartered Accountants retires as Auditor at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

AUDITORS'' REPORT:

The Auditors'' Report to the Shareholders does not contain any qualification.

SUBSIDIARY COMPANIES:

Your company has the following subsidiary Companies.

Name of the Company Date of Incorporation

Jaihind Infratech Projects Private Limited 10.04.2010

Jaihind Green Energy Limited 13.09.2010

Newton Solar Private Limited 13.09.2010

Jaihind Offshore Services Private Limited 07.01.2011

Jaihind Engineering Private Limited 06.06.2011

During the year under review the company had sold its investment from M/s. Newtonne Machinery Private Limited.

CORPORATE GOVERNANCE:

As per clause 49 of the listing agreement, a report on corporate governance, together with management discussion and analysis and a certificate from Mr. Dilip Motwani, Company Secretary in practice forms part of this report. At present the Composition of Board is not complied in pursuance to sub-clause IA of clause 49 of the Listing Agreement due the resignations rendered by some independent directors of the Company.

FIXED DEPOSITS:

Your Company has not accepted any deposits from public or its employees and, as such, the question of repayment of any amount of principal or interest does not arise. However the Company has accepted short term deposit from director, bodies corporate etc.

PARTICULARS OF EMPLOYEES:

Statement as per Section 217(2A) of the Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975 as amended is annexed to this as Annexure ''A'', forming part of this Report.

DISCLOSURE OF PARTICULARS CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, ADOPTION & FOREIGN EXCHANGE EARNINGS & OUTGO:

Information as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to Conservation of Energy, Technology Absorption. Foreign Exchange Earnings and Outgo are given in Annexure ''B'' forming part of this Report.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to thank the Financial Institutions, 8anks, Central and State Government authorities. Regulatory authorities. Stock Exchanges and all the stakeholders for their continued co-operation and support to the Company. Your Directors also wish to record their appreciation for the continued co-operation and support received from the Joint Venture partners/Associates.

For and on behalf

of the Board of Directors

Date : 14.08.2013 Prakash L. Hinduja

Place : Ahmedabad Chairman & Managing Director


Mar 31, 2011

Dear Stakeholders,

The Directors have pleasure in presenting this 25th Annual Report and the Audited Accounts for the financial year ended on 31st March, 2011.

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars Current Year Previous Year

Total Income 44210.34 41388.06

Less: Expenditure 40841.87 37544.33

Profit Before Interest and Depreciation 8532.67 8108.25

Less : Interest 4064.58 3772.98

Less: Depreciation 599.62 491.54

Profit Before Tax 3868.47 3843.73

Less: Provision for Taxation 1076.91 1032.65

Fringe Benefit Tax – –

Less: Transfer to deferred Tax Liability 211.74 277.50

Short provision of income tax in earlier years – 67.77

Profit After Tax 2579.82 2465.82

Appropriation of Profit 84.63 84.62

Balance brought forward 4750.76 2469.56

Balance carried to Balance Sheet 7145.95 4750.76

DIVIDEND

The Board is pleased to recommend dividend at a rate of 10% on the equity shares of the Company, i.e., Re.1/- per share on Equity Shares for F. Y. 2010-11. The payment of dividend shall absorb about Rs.84.63 Lacs (inclusive of the Dividend Tax) of the profit earned for the financial year 2010-11.

OPERATIONS

Total revenue of your Company has increased by 6.82% from Rs. 41,388.06 Lacs in FY 2009-10 to Rs. 44210.34 Lacs in the FY 2010-11. The profit before interest, depreciation and tax has increased by 5.23% from Rs. 8108.25 in FY 2009-10 to Rs. 8532.67 Lacs in FY 2010-11.

The profit before tax (PBT) has shot up by 0.64% from Rs. 3843.73 Lacs in FY 2009-10 to Rs. 3868.47 Lacs in FY 2010-11 and Profit After Tax (PAT) has increased by 4.62% from Rs. 2465.82 Lacs in FY 2009-10 to Rs. 2579.82 Lacs in FY 2010-11.

FUTURE PLANS & DIVERSIFICATIONS

Your company is continuing to improve its performance because of its Management's total focus on key strategic initiatives. Apart from this, the Management has been aggressively examining the process by taking full advantage of technology to drive down costs across the organization to generate additional funds to fuel growth. The initiative has been successfully implemented by outstanding work force of the company to which the Board acknowledges its appreciation and gratitude.

The Company has altered Memorandum Of Association (MOA) by a Special Resolution through Postal Ballot, authorising the Management to carry on the activities of Solar Power generation and extraction. For the said purpose, the Company has acquired a land at Radhanpur and signed Power Purchase Agreement (PPA) with GUVNL. The Management is hopeful to implement, execute and commission the project by the end of this financial year. The result of this will be reflected in the years to come. On implementation of the project, the profit of the Company would be improved by enhancing the value of stakeholders.

SHARE CAPITAL

1) Increase in Authorised Share Capital

During the year under review, the Authorised Share Capital of the Company was increased from Rs.10,00,00,000/-(Rupees Ten Crores Only) to Rs. 25,00,00,000/- (Rupees Twenty Five Crores Only) divided in to 2,50,00,000 Equity Shares of Rs.10/- (Rupee Ten Only) each.

2) Increase in Paid-up Share Capital

During the current year, the Paid-up Share Capital of the Company was increased from Rs.7,25,74,430 (Rupees Seven Crores Twenty Five Lacs Seventy Four Thousand Four Hundred and Thirty only) to Rs.9,75,74,430 (Rupees Nine Crores Seventy Five Lacs Seventy Four Thousand Four Hundred And Thirty only) divided into 97,57,443 Equity Shares of Rs.10/- (Rupees Ten only) each,

Preferential Issue of Share

The Company has received in-principal approval for issuance of 25 lacs convertible warrants from Bombay Stock Limited & Ahmedabad Stock Exchange Limited on preferential basis. Accordingly, convertible warrants were issued on 26th February, 2010. M/s. Dcom Systems Limited, Promoter Group Company had subscribed for 24,90,000 warrants. Consequent to this subscription, the acquirer had made an application under Regulation 3, 4 of SEBI (Substantial Acquisition of Shares and Takeover Code) for seeking exemption under regulation 11 of the Takeover Code. However, SEBI had not granted the exemption. On receipt of the exercise of option by the acquirer subsequent to making the public announcement under the SEBI Takeover Code by M/s Dcom Systems Limited, an Allotment Committee was formed on 21st July, 2011. The Allotment Committee had allotted 25,00,000 Equity Shares of Rs.10/- each at a premium of Rs. 50/- per shares on exercise of option. The Board of Directors of the Company have noted and approved the Public Announcement and draft letter of offer proposed by M/s. Dcom Systems Limited & the same has been submitted to SEBI.

PERSONNEL

As required by the provisions of Sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, particulars of the employees are set out in the Annexure to the Directors' Report. However, as per provisions of Section 219 (1)(b)(iv) of the Companies Act, 1956, the report and the accounts are being sent to all the shareholders excluding the aforesaid information. Any shareholder, interested in obtaining such particulars may write to the Company for a copy of the same.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ADOPTION & FOREIGN EXCHANGE EARNINGS AND OUTFLOW

The particulars of Section 217(1)(e) with respect to conservation of energy, technology absorption, adoption & foreign exchange inflow and outflow pursuant to Company (Disclosure of Particulars in Report of Board of Director) Rules, 1988 are provided in Annexure A to the Report.

HUMAN RESOURCES

Human Resource agenda for the year focused on strengthening four key areas: building a robust talent pipeline, enhancing individual and organizational capabilities for future-readiness, driving greater employee engagement and strengthening employee relations.

CORPORATE GOVERNANCE

The Ministry of Corporate Affairs, Government of India introduced the Corporate Governance Voluntary Guidelines, 2009. These guidelines have been issued with the view to provide Corporate India a framework to govern themselves voluntarily as per the highest standards of ethical and responsible conduct of business.

The recommendation of the Voluntary Guidelines pertaining to separation of offices of the Chairman, constitution of Audit Committee and Remuneration Committee, Risk Management framework are already practiced by your Company. Your Company has been in substantial compliance of these guidelines. Some of these guidelines are in the process of being implemented. During the year, a Secretarial Audit was carried out.

Your Company is renowned for exemplary governance standards since inception and continues to lay a strong emphasis on transparency, accountability and integrity.

DIRECTORS

An increase in the remuneration payable to Mr. Prakash L. Hinduja, Mr. Gaurav P. Hinduja and Mr. Mukesh C. Keswani has been made as permissible under Section 269 read with Schedule XIII of the Companies Act, 1956 in anticipation of the approval of shareholders. The management has proposed an increase in remuneration of Mr. Prakash L. Hinduja, Chairman & Managing Director; Mr. Gaurav P. Hinduja and Mr. Mukesh C. Keswani, Whole Time Directors w.e.f. 01.10.2011 which is within the limits prescribed under Section 198 of the Companies Act, 1956. The Board recommends the increase in remuneration of Mr. Prakash L. Hinduja, Chairman & Managing Director, Mr. Gaurav P. Hinduja and Mr. Mukesh C. Keswani, Whole Time Directors.

Mr. Lallan Pandey and Mr. Akhilesh Negi retire by rotation at this Annual General Meeting, and being eligible, offer themselves for reappointment.

Mr. Harish Chandwani and Mr. Bhupendra Nath have resigned w.e.f. 17.11.2010 and 31.05.2011 respectively. Directors appreciate the contribution and guidance provided by them during their tenure as Directors.

Pursuant to section 260 of the Companies Act, 1956 Mr. Ghanshyam Prasad holds the office upto the date of the Annual General Meeting. The Company has received notice under section 257 of Companies Act, 1956 from the shareholders alongwith requisite deposit recommending his appointment as an Executive Director. The Board recommends that he may be appointed as a Director liable to retire by rotation. Necessary particulars as required under Clause 49 of the Listing Agreement are given in Corporate Governance attached to this report.

Pursuant to section 260 of the Companies Act, 1956 Mr. Pradyuman Tiwari holds the office upto the date of the Annual General Meeting. The Company has received notice under section 257 of Companies Act, 1956 from the shareholders alongwith requisite deposit recommending his appointment as an Director. The Board recommends that he may be appointed as a Director liable to retire by rotation. Necessary particulars as required under Clause 49 of the Listing Agreement are given in Corporate Governance attached to this report.

Pursuant to section 260 of the Companies Act, 1956 Mr. Sankaran Manikutty holds the office upto the date of the Annual General Meeting. The Company has received notice under section 257 of Companies Act, 1956 from the shareholders alongwith requisite deposit recommending his appointment as an Director. The Board recommends that he may be appointed as a Director liable to retire by rotation. Necessary particulars as required under Clause 49 of the Listing Agreement are given in Corporate Governance attached to this report.

Pursuant to section 260 of the Companies Act, 1956 Mr. Dharmendra Sheth holds the office upto the date of the Annual General Meeting. The Company has received notice under section 257 of Companies Act, 1956 from the shareholders alongwith requisite deposit recommending his appointment as a Director. The Board recommends that he may be appointed as a Director liable to retire by rotation. Necessary particulars as required under Clause 49 of the Listing Agreement are given in Corporate Governance attached to this report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 as amended by Companies (Amendment) Act, 2000 with respect to Directors' Responsibility Statement, it is hereby confirmed;

(i) that in the preparation of the accounts for financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to the material departures,

(ii) that the Directors have selected such accounting polices 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 financial year and of the profit or loss of the Company for the year under review,

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of The Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

(iv) that the Directors have prepared the annual accounts on a ‘going concern' basis.

LISTING AGREEMENT

Your Company is committed to good corporate governance practices. Under clause 49 of the listing agreement, your Directors are pleased to inform that your Company has implemented all the major stipulations prescribed under clause 49 of the listing agreement with the Stock Exchange(s). A certificate from the Company Secretary in Practice in line with clause 49 is annexed to and forms part of the Directors' Report.

Pursuant to clause 43 of Listing Agreement, funds availed by issue and allotment of Equity Shares on preferential basis has been utilized for providing money for availing fund based/non-fund based facilities from various banks obtained for the purpose of providing working capital for various projects implemented by the Company.

De-listing of Equity Shares of the Company from ASE (Ahmedabad Stock Exchange), pursuant to Regulation 6 of SEBI (De-listing of Securities) Guidelines, 2009 w.e.f 21st March, 2011. The shares of the Company are listed at BSE (Bombay Stock Exchange). The Company has approached NSE (National Stock Exchange) for listing of its securities. In the current year, the Management is hopeful to list securities of the Company at NSE.

FIXED DEPOSITS

Your Company has not accepted any deposits from public or its employees and as such, the question of repayment of any amount of principal or interest does not arise. However, the Company has accepted short term deposit from Director, body corporate etc.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company, prepared in accordance with applicable Accounting Standards, forms a part of this Annual Report.

AUDITORS

M/s Deloitte Haskins & Sells, Auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for reappointment. As required under the provisions of Section 224 (1B) of the Companies Act, 1956, the Company has obtained a written certificate from the Auditors to the effect that their reappointment, if made, would be in conformity with the limits specified in the said Section.

AUDITORS' REPORT

The observations of the Auditors are explained wherever necessary in the appropriate notes annexed to the accounts. The explanations contained in the notes may be treated as information/explanations submitted by the Board as contemplated U/S 217(3) of the Companies Act, 1956.

APPRECIATIONS AND ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry.

The Board places on record their appreciation for the support and co-operation your Company has been receiving from its suppliers, business partners, and our valued clients GAIL, PDIL, ONGCL, IOCL, IGL, BPCL, SGL, GSPL, EIL, MJP, CAIRN, GWSSB, BGL, MRPL, HPL, KUWS&DB, RIL, HZL, RMC, NIGERIAN GAS COMPANY LIMITED, SWCC, BWSSB, HPCL, GSFC, GGCL, GSPL, BRPL and others associated with the company. Your Company looks upon them as partners in its progress and has shared the rewards of growth. It will be Company's endeavor to build and nurture strong links with the trade based on mutuality of benefits and co-operation of each other.

The Directors also take this opportunity to thank all Investors, Clients, Vendors, Banks, Regulatory and Government Authorities and Stock Exchanges for their continued support.

For and on behalf of the Board of Directors

Date : 12.08.2011 Prakash L. Hinduja

Place : Ahmedabad Chairman & Managing Director


Mar 31, 2010

The directors have pleasure in presenting this 24th Annual Report and the Audited Accounts for the financial year ended on 31st March 2010.

FINANCIAL RESULTS

(Rupees in lacs)

Particulars Current Year Previous Year

Total Income 41331.25 32709.88

Less :Expenditure 33153.30 28258.71

Profit before Interest and Depreciation 8177.95 4451.17

Less :Interest 3807.01 2070.77

Less :Depreciation 491.54 362.72

Profit Before Tax 3879.40 2017.68

Less :Provision for Taxation 1068.31 587.42

Fringe benefit tax - 28.79

Less :Transfer to deferred Tax Liability 277.50 73.26

Short provision of income tax in earlier years 67.77 275.14

Profit After Tax 2465.82 1053.07

Appropriation of Profit 184.62 -

Balance brought forward 2469.56 1416.49

Balance carried to Balance-Sheet 4750.76 2469.56

DIVIDEND

The Board Members are pleased to recommend the payment of dividend of 10% of total paid-up capital for F.Y. 2009-10. The payment of dividend will absorb Rs. 84.62 Lacs (inclusive of the Dividend Tax) will be appropriated from the profits of 2009-10.

OPERATIONS

Total revenue of your Company has increased by 26.35% from Rs. 32709.88 Lacs in financial year (FY) 2008-09 to Rs. 41331.25 Lacs in the FY 2009-10. The profit before interest, depreciation and tax has enhanced by 83.72% from Rs. 4451.17 in (FY) 2008- 09 to Rs. 8177.95 Lacs in FY 2009-10.

The profit before tax (PBT) has risen to Rs.3879.40 Lacs in comparison to profits of Rs. 2017.68 Lacs in previous year showing an increase of 92.27% and Profit After Tax (PAT) has increased by 134.15% from Rs. 1053.07 Lacs in FY 2008-09 to Rs. 2465.82 Lacs in FY 2009-10.

During the year, our Company has bagged various contracts worth over Rs. 67569.84 Lacs as under:

Brahamani River Pellets Limited 2800.00 Laying of Pipeline 475mm tailing & reclaimed from Tanto to

nalda For 18 km and Tanto to Baitarani for 25 km in state of orrisa

Indian Oil Corporation of India-Radhanpur 968.47 Augmentation (Combined Work of Erection of Equipment, Station

Piping , Mechanical) in state of Gujarat

GAIL-Khera 297.69 Interconnection of DVPL-I with HVJ at Khera state of Madhya Pradesh

Banglore Water Supply & Sewarage Board 5548.00 Laying of Pipeline Providing Sewerage System to erstwhile -

Byataranpura Bytarayanapura CMC Area (Zone 2 A) under KMRP-GBS-2A

GSPC-.Umargaon 418.92 Laying of steel Pipeline Network & Station piping alongwith

civil as mechanical work for connectivity of Umargaon town.

HPCL Vizag-48" 1235.65 Laying of onshore pipeline for single point mooring system project

at Vizag

MJP-Satara 310.02 Headworks, Piping Machinery, Water Purification and other related

activities

BPCL-Chennai(Kochi) 1405.23 Cross country pipe laying and other associated works from Kochi

Refinary to Cochin AFS.

GSPL-Spur-Ajanta 347.02 Laying of Pipeline at Ajanta Spurline - Morbi Mundra Spurline

Project

GGCL-Dumas, Sultanbad, Bhimpor 719.00 Laying of Pipeline for Natural Gas distribution project at Dumas,

Sultanabad & Bhimpore village in Gujarat.

GAIL-Bawana Nangal 10064.00 Laying of onshore reglassified liquid natural gas (RLNG) alongwith

spurlines Bawana tap off at Gauna (U.P.) to Ludhiana, Nangal & Bhatinda in punjab

BGL-Hyderabad CGD 2435.08 Laying of under Ground Steel Pipeline Network & Associated

Works for CNG & City Gas Project

SWCC-Saudi Arabia 30000.00 Laying of Pipeline from Al Taif to Al Baha in Saudi Arabia

GSFC-Sikka Connectivity (Jamnagar) Project 2191.76 Laying of Pipeline in Jamnagar

Banglore Water Supply and Sewarage Board- 5109.00 Laying of Pipeline and Providing Sewerage System to erstwhile

(JV with KBREC)- R.R. NagarR.R. Nagar CMC Area (Zone 5B) under KMRP-GBS-5B

GAIL-Firozabad 791.00 Laying of Pipeline in Agra- Ferozabad Area

GSPL-Sumangal 229.00 Laying of Pipeline at Sumangal Spurline - Morbi Mundra Spurline

Project

GSPL-Electrotherm 745.00 Laying of Pipeline at Electrotherm Spurline - Morbi Mundra

Spurline Project

Hindustan Zinc Limited 848.00 Slope Correction & lining of fifth phase of tailing dam at Rampura

Agucha Mines, Dist. Bhilawara, Rajasthan.

GSPC gas Limited 739.00 Laying of Steel Pipeline Network Construction for Anjar, Adipur

and Gandhidham CGD Project.

IOCL-Sanganer 368.00 Equipment erection, station piping, mechanical, civil, Electrical

& Instrumentation Works at Sanganer

TOTAL 67569.84

FUTURE PLANS & DIVERSIFICATIONS

Your company is continuing to improve its performance because of its managements total focus on key strategic initiatives and its fully poised to enter into other disciplines of energy-sector as part of its diversification plan. Apart from this, the management has been aggressively examining the process by taking full advantage of technology to drive down costs across the organization to generate additional funds to fuel growth. The initiative has been successfully implemented by outstanding work force of the company to which the Board acknowledges its appreciation and gratitude.

PREFERENTIAL ISSUE OF SHARE

In the previous year the Company has issued and allotted 148843 Equity Shares of Rs. 10/- each at a premium of Rs. 150/- per share on preferential basis as per SEBI guidelines. The Company has also received in-principal approval for issuance of 25 lacs convertible warrants from Bombay Stock Exchange Limited & Ahmedabad Stock Exchange on preferential basis. Accordingly convertible warrants were issued on 26th February, 2010.

DCom Systems Limited Company belonging to promoter group has subscribed for 24, 90,000 convertible warrants. The subscription amount of 25% of the total amount on warrants have been received in financial year 2009-10. On conversion of these warrants the enhancement of holding by DCom Systems Limited will attract Regulation 11(2) of The Securities Exchange Board Of India(Substantial Acquisition Of Shares And Take Over Regulation 1997). However an application has been made by said promoter group under regulation 4 of The Securities Exchange Board Of India(Substantial Acquisition Of Shares And Take Over Regulation 1997)seeking an exemption for holding the voting rights in excess of the limits prescribed under regulation 11 of The Securities Exchange Board Of India(Substantial Acquisition Of Shares And Take Over Regulation 1997).

The proceeds of said subscription have been utilized for purpose for which the convertible warrants are issued. On receipt the necessary approval from SEBI, the networth and book value of the Company would enhance the company would be in a comfortable position to get the tenders of high value from Government, Semi-government and other bodies.

PERSONNEL

The list of employees drawing remuneration as mentioned under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is provided in Annexure A to the Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ADOPTION & FOREIGN EXCHANGE EARNINGS AND OUTFLOW

The particulars of Section 217(1)(e) with respect to conservation of energy, technology absorption, adoption & foreign exchange inflow and outflow pursuant to Company (Disclosure of Particulars in Report of Board of Director) Rules, 1988 are provided in Annexure B to the Report.

DIRECTORS

During the year the term of Managing Director, Mr. Prakash L. Hinduja has expired on 28.02.2010. With prior approval of shareholders in the previous Annual General Meeting held on 07.09.2009 the shareholders have re-appointed him as Managing Director for a further period of 5(five years) w.e.f 01.03.2010. An increase in the remuneration payable to Mr. Prakash L. Hinduja has been made as permissible under Section 269 read with Schedule XIII of the Companies Act,1956 in anticipation of the approval of shareholders.

The management has proposed an increase in remuneration of Mr. Prakash L. Hinduja, Chairman & Managing Director, Mr. Lallan R. Pandey, Whole Time Director and Mr. Harish G. Chandwani, Executive Director w.e.f. 01.04.2010 and 01.06.2010 respectively which is within the limits prescribed under Section 198 of the Companies Act, 1956. The Board recommends the increase in remuneration of Mr. Prakash L. Hinduja, Chairman & Managing Director, Mr. Lallan R. Pandey, Whole Time Director and Mr. Harish G. Chandwani,

Executive Director.

Mr. Manoj K. Kapoor and Mr. Dinker M. Rawal retire by rotation at this annual general meeting and being eligible offer themselves

for re-appointment.

Mr. Prabhakkar M. Jakkal and Mr. Dinesh L. Hinduja resigned w.e.f. 30.09.2009 and 30.01.2010 respectively. Directors express their deep sense of gratitude for the valuable contribution made by them during their tenure of their office.

Pursuant to section 260 of the Companies Act, 1956 Mr. Mukesh C. Keswani holds the office upto the date of the Annual General Meeting. The Company has received notice under section 257 of Companies Act, 1956 from the shareholders alongwith requisite deposit recommending his appointment as an Executive Director. The Board recommends that he may be appointed as a Director liable to retire by rotation. Necessary particulars as required under Clause 49 of the Listing Agreement is given in Corporate Governance attached to this report.

Pursuant to Section 255 Mr. Gaurav P. Hinduja has been proposed by shareholder to occupy the position of director in terms of appointment of Director under Section 255 of the Companies Act, 1956. The Board recommends his appointment as Director as specified in notice convening the Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 as amended by Companies (Amendment) Act,

2000 with respect to Directors Responsibility Statement, it is hereby confirmed;

(i) that in the preparation of the accounts for the financial year ended 31st March 2010, the applicable accounting standards have been followed along with proper explanation relating to the material departures, (ii) that the Directors have selected such accounting polices 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 the year under review, (iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of The Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, (iv) that the Directors have prepared the annual accounts on a ‘going concern basis.

LISTING AGREEMENT

Your Company is committed to good corporate governance practices. Under clause 49 of the listing agreement, your Directors are pleased to inform that your Company has implemented all the major stipulations prescribed under clause 49 of the listing agreement with the Stock Exchange(s). A certificate from the Company Secretary in Practice in line with clause 49 is annexed to and forms part of the Directors Report.

Pursuant to clause 43 of Listing Agreement, funds availed by issue and allotment of Equity Shares on preferential basis has been utilized for providing money for availing fund based/ non fund based facilities from various banks obtained for the purpose of providing working capital for various projects implemented by the Company.

There was a family arrangement between Mr. Prakash L. Hinduja, Chairman & Managing Director and Mr. Dinesh L. Hinduja pursuant to said arrangement Mr. Dinesh L. Hinduja has ceased to be the promoter under regulation 2(1)(h)(b) of SEBI Acquisition and Takeover) Regulation, 1997. The promoter holding therefore reduces to about 44.52%.

FIXED DEPOSITS

The Company has accepted short term deposit from director, bodies corporate to meet the short term working capital requirement to comply with terms and conditions of availing financial facilities by various banks.

AUDITORS

The retiring auditors M/s. Deloitte Haskins & Sells, Chartered Accountants, are eligible and offer themselves for re-appointment. The Company has received a certificate from M/s. Deloitte Haskins & Sells, Chartered Accountants to the effect that their re- appointment, if made, will be within the prescribed limits specified in Section 224(1-B) of the Companies Act, 1956. You are requested to appoint the auditors for the current year and to fix their remuneration.

AUDITORS REPORT

The observations of the Auditors are explained wherever necessary in the appropriate notes annexed to the accounts. The explanations contained in the notes may be treated as information/explanations submitted by the Board as contemplated U/s.217(3) of the Companies Act, 1956.

SUBSIDIARY

The Company has formed two subsidiary companies on 22nd April, 2010 and 10th May, 2010 mentioned as under:

1. Jaihind Infratech Projects Private Limited

2. Newtonne Machinery Private Limited

As the abovementioned companies are incorporated after 31st March, 2010 statements under Section 212 of the Companies Act, 1956 are not attached.

The Company is exploring oversees projects through its subsidiaries. Besides this the company will also carry out its operations on back to back basis through its subsidiaries. The arrangement would ease the company to carry on its operations smoothly.

ACKNOWLEDGEMENT

Your directors take this opportunity to express their sincere gratitude for the assistance and continued support and co-operation extended by Banks, Government and Statutory Authorities, shareholders, Suppliers and our valued clients GAIL, PDIL, ONGCL, IOCL, IGL, BPCL, GAEL, GSPL, EIL, MJP, CMWSSB, GWSSB, TWAD, KUWS&DB, EPIL, BARC, SWCC, BWSSB, HPCL, GSFC,GGCL, GSPL, BRPL etc. and our Joint Venture Partners within India and abroad.

Your Directors wish to appreciate and thank all the Executives, Employees and consultants of the company for rendering impeccable service to ever constituent of the companys clientele, their hard work, dedication and commitment. For and on behalf of the Board of Directors

Date : 31.07.2010 Prakash L. Hinduja

Place:Ahmedabad Chairman & Managing Director

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