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Directors Report of Mukand Engineers Ltd.

Mar 31, 2015

TO THE MEMBERS,

1. The Directors present the Twenty Ninth Report and the Audited Statement of Accounts of the Company for the year ended 31st March, 2015.

2. Financial Results: (Rs. in lacs)

Description Current Year Previous Year

Income from operation and 14135.94 8850.34 other Income

Profit for the year before tax 136.68 271.57

Add/(Less) : Provision for tax 40.91 (89.91) (including deferred tax)

Profit after tax 177.58 181.66

Add/(Less):Balance brought 2232.74 2198.17 forward from previous year.

(Less) : Depreciation 100.99 -

Balance available for 2309.40 2379.83 appropriation



3. Dividend

The Company has made profit during the year, however to conserve resources required to execute the large orders on hand your directors do not recommend payment of dividend on the equity shares.

4. Operations

4.1. General -

The income from operations and other income during the year was higher at Rs.141.36 Cr as compared to Rs. 88.50 Cr in the previous year.

4.2 Engineering -

4.2.1 The income from Engineering operation during the year was Rs. 134.25 Cr as against Rs. 80.68 Cr in previous year, Engineering operations earned profit before interest & tax of Rs. 8.25 Cr during the year under review as compared to profit of Rs. 8.61 Cr in the previous year. Despite higher inflationary pressure witnessed in the economy resulting in higher cost of execution of the contracts during the year, the Company has been able to maintain its profit level through increased turnover.

4.2.2 During the year major part of income accrued from Supplies for Steel Projects and a part of income accrued from Erection work of Power and Steel Projects.

4.2.3 New orders amounting to Rs. 98 Cr were received during the year and the outstanding orders as at the end of the year were Rs. 302.52 as against Rs. 344.54 Cr at the beginning of the year. During the year Company received direct order of Rs. 85 Cr from NTPC Odisha for Electrical work.

The orders on hand will be executed during the Financial Year 2015-16 and beyond. The Company continued to book new orders consistently during this year as well.

4.3 Infotech -

Income from Infotech Segment during the year was Rs. 5.04 Cr as compared to Rs.4.80 Cr. in the previous year

5. Fixed Deposits

The Company held Rs.17,64,88,000/- as Public Deposits as of 31st March 2015. Deposits aggregating to Rs. 27,07,000/- have matured but remain unclaimed as on that date. The Company sends reminder letters to the Fixed Deposit Holders before the date of Maturity of their Fixed Deposits. According to the provisions of Section 73 of the Companies Act 2013, the Company can accept deposits only from its Members and not from Public. Further Section 74 of the said Act, provides that all deposits accepted and outstanding as on 31-3-2014 under the erstwhile Companies Act, 1956 were required to be repaid latest by 31-3-2015, or such further time as allowed by the Company Law Board (CLB) on application made to it, irrespective of the date/s of maturity. In compliance of the above provisions, the Company is not accepting deposits from the Public and deposits from the Members are being accepted to the extent the limit is available. The Company has also submitted an application to CLB to allow it to retain the deposits accepted under the old Act, till their maturity. CLB vide its Order dtd. 19.5.2015 has granted permission to the Company to repay the Fixed Deposits as per due dates.

6. Corporate Governance

Pursuant to Clause 49 of the Listing Agreement, a report on Corporate Governance, along with Auditor's Certificate regarding compliance of conditions of Corporate Governance and Management Discussion and Analysis is separately given in this Report as Annexure-I.

7. Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9 is separately given as Annexure-II

8. Other Information

8.1 As the Company does not own an undertaking where manufacturing operations are carried out, the information to be furnished under Section 134(3) of the Companies at 2013 is not applicable.

8.2 Details as required under Section 134(3)(4) and Rules 8(2) of the Companies (Accounts) Rules, 2014 in Form No. AOC-2 is attached as Annexure-II

8.3 During the year under review there were no foreign exchange earnings. Expenditure in foreign currency incurred Rs.2.34 Cr.

8.4 There are no employees covered under Section 197 (12) read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2012.

8.5 None of the Directors is paid any Remuneration other than sitting fees for attending Board/other Committee meetings of the Company.

Details of remuneration of Key Management Personnel (KMP) as compared to median remuneration of the employees and other details are as under:

i) The ratio of the remuneration of each (KMP) to the median remuneration of the employees of the Company for the Financial Year 2014-15 and percentage increase in remuneration over last Financial Year.

Name and Ratio of Percentage Designation of remuneration increase in KMP of KMP with remuneration respect over last to median Financial Year remuneration of employees

K P Jotwani, Manager 14.47:1 19%

R G Golatkar 4.31:1 19% Chief Financial Officer

P R Dhruva 5.21:1 23% Company Secretary

ii) The percentage increase in the median remuneration of employees in the financial year: 8%.

iii) There are 198 permanent employees on the rolls of the Company as on March 31,2015.

9. Directors' Responsibility Statement

As required by Section 134 (5) of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2015 and of the profit of the Company for the year ended 31st March 2015.

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

(d) the annual accounts have been prepared on a going concern basis.

(e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and

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

10. Directors and Key Managerial Personnel Directors retiring by Rotation

In accordance with the provisions of Section 152 and other applicable provision of the Companies Act, 2013 and Articles of Association of the Company Shri Niraj Bajaj, Director of the Company, will retire in the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment.

Independent Directors

The Companies Act, 2013 provides for the appointment of Independent Directors. Further, Section 149(10) of the Act provides that Independent Directors shall hold office for a term of upto five consecutive years on the Board of a Company; and shall be eligible for re-appointment on passing of a Special Resolution by the Members of the Company. Accordingly, the Board appointed Shri Prakash V. Mehta (DIN:00001366), Shri R. Sankaran (DIN:00381139) and Shri N. Ramanathan (DIN:01566914) as Independent Directors, for a period of five years (not liable to retire by rotation) under Section 149 of the Companies Act, 2013 till the 33rd Annual General Meeting, which was approved by the Shareholders in their Annual General Meeting held on 13th August, 2014.

The Independent Directors have submitted their Declaration of Independence, for the current year as required 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 the Companies Act, 2013.

Appointment

Ms. Anna Usha Abraham (DIN:- 07072268) has been appointed as a Non-Executive Non-Independent Additional Women Director under Section 161 of the Companies Act, 2013 w.e.f 11th February, 2015. More details about her appointment are given in the Notice concerning the meeting.

As an Additional Director, Ms. Anna Usha Abraham shall hold

office upto the date of the ensuing Annual General Meeting. The Company has received a notice as per the provisions of Section 160(1) of the Companies Act, 2013 from a member proposing her appointment as Director liable to retire by rotation. The Board of Directors recommends her appointment. Key Managerial Personnel

During the year under review the Company has complied with the provisions of Section 203 of the Companies Act, 2013 which provides for the appointment of Key Managerial Personnel details of which are available on the website of the Company.

11. Postal Ballot/ Related Party Transactions

During the year under review, the Company had conducted Postal Ballot for approval of Material Related Party Transactions to ratify/ approve all existing contracts/ arrangements / agreements entered/ to be entered into Contract/ Transaction with Mukand Limited- a Group Company. This disclosure is being made as a matter of prudence. A detailed report on Postal Ballot is incorporated in the Corporate Governance Report.

All the Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. Related Party Transactions entered during the year are shown in the Annual Accounts of the Company which are up-loaded on the Company's web-site.

12. Evaluation of Board's Performance

In compliance with the Companies Act, 2013 and Clause 49 of the Listing Agreement, the performance evaluation of the Board was carried out during the year under review. More details on the same is given in the Corporate Governance Report.

13. Remuneration Policy

The Company does not pay any remuneration to its Directors except sitting fees for attending Board/other Committee meeting and follows a policy on remuneration of Senior Management Employees. The policy is approved by the Nomination & Remuneration Committee and the Board. More details on the same is given in the Corporate Governance Report.

14. Auditors

M/s. K. K. Mankeshwar & Co., Chartered Accountants, Auditors of the Company will retire at the ensuing Annual General Meeting after completing their first term of 5 years and being eligible, offer themselves for re-appointment. The Company proposes to appoint them for their second term of 5 years under Section 139 of the Companies Act, 2013 i.e. for the financial year 2015-16 to 2019-20 subject to ratification by shareholders at every Annual General Meeting.

15. Auditors' Report

The notes referred to in the Auditors' Report are self-explanatory and hence, do not call for any comments under Section 134 of the Companies Act, 2013.

16. Secretarial Auditors and Secretarial Audit Report

The Board has appointed M/s. Ragini Chokshi & Co, Company Secretaries in whole-time practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2014-2015. The report of the Secretarial Auditors is annexed to this Report as Annexure-IV. The report does not contain any qualification.

For and on behalf of the Board of Directors

Place: Mumbai Niraj Bajaj R. Sankaran Date : 28th May, 2015 Director Director


Mar 31, 2014

TO THE MEMBERS,

1. The Directors present the Twenty Eight Report and the Audited Statement of Accounts of the Company for the year ended 31st March 2014.

2. Financial Results Rs in lacs Current Year Previous Year

Income from operation and other Income 8850.34 7810.53

Profitfortheyearbeforetax 271.57 532.01

Add/(Less) : Provision for (89.91) (170.42)

tax (including deferred tax) Profitaftertax 181.66 361.59

Add/(Less):Balance brought 2198.17 1982.70

forward from previous year.

Balance available for appropriation 2379.83 2344.29

3. Dividend

Directors are pleased to recommend dividend of 10% on equity shares. The dividend & tax thereon shall absorb Rs. 147.09 lacs from surplus generated from the operations during the year.

4. Operations

4.1. General -

The income from operations, and other income during the year was higher at Rs. 88.50 Cr as compared to Rs. 78.11 Cr in the previous year.

4.2 Engineering -

4.2.1 The income from Engineering operation during the year was Rs. 80.68 Cr as against Rs. 71.22 Cr in previous year, Engineering operations earned profit before interest & tax of Rs. 8.61 Cr during the year under review as compared to profit of Rs. 10.43 Cr in the previous year. Despite higher inflationary pressure witnessed in the economy resulting in higher cost of execution of the contracts during the year, the Company has been able to maintain its profit level through increased turnover.

4.2.2 During the year major part of income accrued from power projects, steel and aluminium projects and a part of income accrued from supplies.

4.2.3 New orders amounting to Rs. 105.59 Cr were received during the year and the outstanding orders as at the end of the year were Rs. 344.54 Cr as against Rs. 338.12 Cr at the beginning of the year.

The orders on hand will be executed during the FY 2014-15 and FY2015-16. The Company continued to book new orders consistently during this year as well.

4.3 Infotech -

Income from Infotech Segment during the year was Rs. 4.80 Cr same as previous year.

5. Fixed Deposits

The Company held Rs. 19.67 Cr as Public deposits as of 31st March 2014. Deposits aggregating Rs. 0.16 Cr have matured but remain unclaimed as on that date. The Company sends reminder letters to the Fixed Deposit Holders before the date of Maturity of their Fixed Deposits.

6. Corporate Governance

Pursuant to Clause 49 of the Listing Agreement, a report on Corporate Governance, along with Auditor''s Certificate regarding compliance of conditions of Corporate Governance and Management Discussion and Analysis is separately given in this Report.

7. Other Information

7.1 As the Company does not own an undertaking where manufacturing operations are carried out, the information to be furnished under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable.

7.2 During the year under review there were no foreign exchange earnings.Expenditure in foreign currency incurred Rs. 38.33 lacs.

7.3 There are no employees covered under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

8. Directors'' Responsibility Statement

As required by Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) Appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2014 and of the profit of the Company for the year ended 31st March 2014.

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

(iv) The annual accounts have been prepared on a going concern basis.

9. Directors

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company Shri Rajesh V. Shah, will retire in the ensuing Annual General Meeting and being eligible, seek re-appointment. The Board of Directors recommends his re-appointment.

The Companies Act, 2013 provides for the appointment of Independent Directors. Further, Section 149(10) of the Act provides that Independent Directors shall hold office for a term of upto five consecutive years on the Board of a Company; and shall be eligible for re-appointment on passing a Ordinary Resolution by the Members of the Company.

Accordingly, Shri Prakash V. Mehta, Shri R. Sankaran and Shri N. Ramanathan will be appointed as Independent Directors, for a period of five years (not liable to retire by rotation) subject to the approval of Members at the ensuing Annual General Meeting.

10. Cost Compliance

The Company has appointed M/s .Joshi Apte & Associates, Cost Accountant to verify cost compliance report for the period 1st April 2013 to 31st March 2014 as prescribed under the Companies (Cost Accountants Record) Rules 2011. The Compliance Report for FY 2012-13 was filed within the stipulated date.

11. Auditors

Messrs. K K Mankeshwar & Co., Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment.

12 Auditors'' Report

The notes referred to in the Auditors'' Report are self- explanatory and hence, do not call for any comments under Section 134 of the Companies Act, 2013.

For and on behalf of the Board of Directors

Place : Mumbai Rajesh V. Shah Date : 28th May, 2014 Chairman


Mar 31, 2013

TO THE MEMBERS,

1. The Directors present the Twenty Seventh Report and the Audited Statement of Accounts of the Company for the year ended 31st March, 2013.

2. Financial Results

(Rs. in lacs)

Current Year Previous Year

Income from operations and other Income 7808.43 6865.78

Profit for the year before tax 532.01 534.23

Add/(Less) : Provision for tax (including deferred tax) (170.42) (205.28)

Profit after tax 361.59 328.95

Add/(Less) : Balance brought forward from previous year. 1982.70 1799.88

Balance available for appropriation 2344.29 2128.83

3. Dividend

Directors are pleased to recommend dividend of 10% on equity shares. The dividend and tax thereon shall absorb Rs. 146.12 lacs from surplus generated from the operations during the year.

4. Operations

4.1 General-

The income from operations, and other income during the year was higher at Rs. 78.08 Cr as compared to Rs. 68.66 Cr in the previous year.

4.2 Engineering

4.21 The income from Engineering operation during the year was Rs. 71.22 Cr as against Rs. 60.55 Cr in previous year, Engineering operations earned profit before interest and tax of Rs. 10.43 Cr during the year under review as compared to profit of Rs. 10.69 Cr in the previous year. Despite higher inflationary pressure witnessed in the economy resulting in higher cost of execution of the contracts during the year, the Company has been able to maintain its profit level through increased turnover.

4.22 During the year major part of income came from power projects, mechanical projects and aluminium projects,

4.23 New orders amounting to Rs. 255.17 Cr were received during the year and the orders on hand as at the end of the year were Rs. 338.12 Cr as against Rs. 90.49 Cr at the beginning of the year. These orders will be executed during the F.Y. 2013-14 and F.Y. 2014-15. The Company has been able to book new orders consistently during this year as well.

4.3 Infotech-

Income from Infotech Segment during the year was Rs. 4.80 Cr as against the previous year Rs. 4.58 Cr.

5. Fixed Deposits

The Company held Rs. 19.03 Cr as Public deposits as of 31st March 2013. Deposits aggregating Rs. 0.20 Cr have matured but remain unclaimed as at 31st March 2013. The Company sends reminder letters to the Fixed Deposit Holders before the date of Maturity of their Fixed Deposits.

6. Corporate Governance

Pursuant to Clause 49 of the Listing Agreement, a report on Corporate Governance, along with Auditor''s certificate regarding compliance of conditions of Corporate Governance and Management Discussion and Analysis is separately given in this Report.

7. Other Information

7.1 As the Company does not own an undertaking where manufacturing operations are carried out, the information to be furnished under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable.

7.2 Net foreign exchange earnings Nil Foreign exchange expenditure / Outgo Rs. 1.64 lacs

7.3 There are no employees covered under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

8. Directors'' Responsibility Statement

As required by Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(ii) appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit of the Company for the year ended 31st March, 2013.

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

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

9. Directors

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company Shri Niraj Bajaj and Shri Prakash V Mehta, Directors of the Company retire by rotation and are eligible for re-appointment.

10. Cost Compliance

The Company has appointed M/s Joshi Apte & Associates, Cost Accountants to verify cost compliance report for the period 1st April, 2012 to 31st March, 2013 as prescribed under the Companies (Cost Accountants Record) Rules 2011. The compliance report for F.Y. 2011-12 was filed within the stipulated date.

11. Auditors

Messrs. K. K. Mankeshwar & Co., Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment.

12. Auditors'' Report

The notes referred to in the Auditors'' Report are self- explanatory and hence, do not call for any comments under section 217 of the Companies Act, 1956.

For and on behalf of the Board of Directors

Place : Mumbai Rajesh V. Shah

Date : 23rd May, 2013 Chairman


Mar 31, 2012

1. The Directors present the Twenty Sixth Report and the Audited Statement of Accounts of the Company for the year ended 31st March, 2012

2. Financial Results

(Rs lacs) Current Year Previous Year

Income from operations and other Income 6865.78 7855.88

Profit for the year before tax 534.23 949.93

Add/(Less) : Provision for tax (including deferred tax) (205.28) (297.80)

Profit after tax 328.95 652.13

Add/(Less):Balance brought forward from previous year. 1799.88 1399.53

Balance available for appropriation 2128.83 2051.66

3. Dividend

Due to lower profit after tax as compared to previous year, the Directors recommend dividend of 10% on equity shares. The dividend & tax thereon shall absorb Rs 146.12 lacs from surplus generated from the operations during the year.

4. Operations

4.1 General

The income from operations, and other income during the year was lower at Rs 68.66 Cr compared to Rs 78.56 Cr in the previous year. In the Current Year due to delay by the clients to offer adequate work fronts as per the original schedule of the contract, the Erection activities were slow. During the Previous Year, contract completion was higher as our supply component was as per schedule.

4.2 Engineering

4.21 The income from Engineering operations during the year was Rs 60.55 Cr as against Rs 71.46 Cr in previous year. Engineering operations earned profit before interest of Rs 10.69 Cr during the year under review as compared to profit of Rs 14.77 Cr in the previous year.

4.22 During the year major part of income accrued from power projects, hydro carbon project and aluminium projects, a part of the income was from supplies to power projects.

4.23 New orders amounting to Rs 90.49 Cr were received during the year and the outstanding orders as at the end of the year were Rs163.86 Cr as against Rs 150.10 Cr at the beginning of the year.

4.24 We have received a further Order for Rs 215.00 Cr in April 2012 from NMDC Ltd to be executed by March 2015.

4.3 Infotech

Income from Infotech Segment remained same as in the previous previous year.

5. Fixed Deposits

The Company held Rs 18.19 Cr as Public deposits as of 31st March, 2012, out of which, deposits aggregating Rs 0.26 Cr have matured but remain unclaimed as on that date. The Company sends reminder letters to the Fixed Deposit Holders before the date of Maturity of their Fixed Deposits.

6. Corporate Governance

Pursuant to Clause 49 of the listing agreements, a report on Corporate Governance, along with Auditor's certificate regarding compliance of conditions of Corporate Governance and Management Discussion and Analysis is separately given in this Report.

7. Other Information

7.1 As the Company does not own an undertaking where manufacturing operations are carried out, the information to be furnished under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable.

7.2 During the year under review there were neither foreign exchange earnings nor foreign exchange outgo.

7.3 There are no employees covered under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

8. Directors' Responsibility Statement

As required by Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) appropriate accounting policies have been selected and applied consistently, and has 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 3181 March, 2012 and of the profit of the Company for the year ended 31s1 March, 2012;

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

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

9. Directors

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company Shri Rajesh V Shah and Shri N Ramanathan, Directors of the Company retire by rotation and are eligible for re-appointment.

Shri T S Anand, Director of the Board expired on 101h November, 2011. The Board places on record its deep sense of appreciation for the immense contribution made by him in the growth of the Company during his tenure as a Director.

The Board appointed Shri R. Sankaran as an Additional Director of the Company with effect from 07/02/2012. As an Additional Director Shri R Sankaran holds office till the ensuing Annual General meeting of the Company. Accordingly, his appointment as a Director of the Company has been included at item no.6 and in the Explanatory Statement to the Notice.

10. Auditors

M/s. K K Mankeshwar & Co., Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

11. Auditors' Report

The notes referred to in the Auditors' Report are self- explanatory and hence, do not call for any comments under Section 217 of the Companies Act, 1956.

For and on behalf of the Board of Directors

Place : Mumbai, Rajesh V. Shah

Date : 23rd May, 2012. Chairman


Mar 31, 2011

1.The Directors present the Twenty Fifth Report and the Audited Statement of Accounts of the Company for the year ended 31st March 2011.

2. Financial Results:

(Rs. Million) Current Year Previous Year

Profit for the year before tax 95.88 123.47

Less: Provision for Tax (including deferred tax) 29.28 41.55

Profit for the year after Tax 66.60 81.92

Less: Short Provision for Tax for earlier years 0.50 -

Less: Prior Period Adjustment (Net) 0.89 -

Profit after Tax and Prior Period Adjustment 65.21 81.92

Balance brought forward from previous year 139.95 84.12

Balance available for appropriations 205.16 166.04

Appropriations:

Proposed Dividend and Tax thereon 21.92 21.99

Transfer to General Reserve 3.26 4.10

Balance carried to the Balance Sheet 179.98 139.95

3. Dividend:

The Directors recommend dividend of 15 % on equity shares. The dividend and tax thereon shall absorb Rs. 21.92 million from surplus generated from the operations during the year.

4. Operations:

4.1 General

The income from operations, and other income during the year was Rs. 822.80 Million compared to Rs. 1316.41 Million in the corresponding previous year. Income from operations was lower due to non availability of work fronts from client as per the original schedule of the contract. This resulted in lower profit of Rs. 65.21 Million during the year as compared to Rs. 81.92 Million in the previous year.

4.2 Engineering

4.2.1 The income from Engineering operation during the year was Rs. 747.17 Million as against Rs. 1213.18 Million in previous year. Engineering operations earned profit before interest of Rs. 147.67 Million during the year under review as compared to profit of Rs. 123.57 Million in the previous year.

4.2.2 New orders amounting to Rs. 344.99 Million were received during the year and the outstanding orders as at the end of the year were Rs. 1500.97 Million as against Rs. 1714.86 Million at the beginning of the year.

The infrastructure industry is growing and the investment in expansion / new projects of Petroleum, Steel & Power is also increasing. This will increase demand for Engineering work in the coming year.

4.3 Infotech

The Income from Infotech operations remained same. Infotech operations earned profit before interest of Rs. 22.87 Million during the year under review as compared to Rs. 26.21 Million in the previous year.

5 Fixed Deposits

The Company held Rs. 159.42 Million as Public deposits as of 31st March 2011, out of which, deposits aggregating Rs. 2.26 Million have matured but remain unclaimed as on that date. The Company sends reminder letters to the Fixed Deposit Holders before the date of Maturity of their Fixed Deposits and also if the Fixed Deposit Receipt/s / Interest Warrants etc. are returned undelivered. Company also follows up with such cases to ensure that the Investors get their money.

6. Corporate Governance:

Pursuant to Clause 49 of the listing agreement, a report on Corporate Governance, along with Auditors certificate regarding compliance of conditions of Corporate Governance and Management Discussion and Analysis is separately given in this Report.

7. Other Information:

7.1 As the Company does not own an undertaking where manufacturing operations are carried out, the information to be furnished under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable. However, the Company is in the process of implementing "Systems Applications and Products in Data Processing" (popularly known as "SAP"), a Computerized Program in its accounting system.

7.2 During the year under review there are neither foreign exchange earnings nor foreign exchange outgo.

7.3 There are no employees covered under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

8. Directors Responsibility Statement:

As required by Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2011 and of the profit of the Company for the year ended 31st March 2011.

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

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

9. Directors:

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company Shri Niraj Bajaj and Shri Prakash V Mehta, Directors of the Company retire by rotation and are eligible for re-appointment.

10. Auditors:

Messrs. K. K. Mankeshwar & Co., Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

11. Auditors Report:

The notes referred to in the Auditors Report are self-explanatory and hence, do not call for any comments under Section 217 of the Companies Act, 1956.

For and on behalf of the Board of Directors

Rajesh V. Shah Chairman

Place : Mumbai, Date : 26th May, 2011.






Mar 31, 2010

1 The Directors present the Twenty Fourth Report and the Audited Statement of Accounts of the Company for the year ended 31st March 2010.

2. Financial Results: (Rs. in Million) Current Year Previous Year

Profit for the year before tax 123.47 46.15 Add / (Less). Provision for tax

(including deferred tax) (41.55) (6.26)

Profit after tax 81.92 39.89

Add /(Less). Excess provision for taxation -- 0.08 Add /(Less). Balance brought forward

from previous year. 84.12 44.15

Balance carried to the Balance Sheet 166.04 84.12

3. Dividend

The Directors recommend dividend of 15 % on equity shares. The dividend and tax thereon shall absorb Rs 21.99 million from surplus generated from operations during the year.

4. Operations

4.1 General

The income from operations and other income has more than doubled during the year to Rs.1,316.41 Million as compared to Rs.560.22 Million in the corresponding previous year. The Company earned a profit after tax of Rs. 81.92. Million during the year under review as compared to Rs. 39.89 Million in the previous year.

4.2 Engineering

The infrastructure industry has shown positive growth and the investment in expansion / new projects of Power, Petroleum & Engineering is increasing.

4.21 The income from Engineering operation during the year was Rs.1,213.18 Million as against Rs.485.50 Million in the previous year. Engineering operations earned profit before interest of Rs.123.57 Million during the year under review as compared to Rs.37.63 Million in the previous year.

4.22 New orders amounting to Rs.1,035.30 Million were received during the year and the outstanding orders as at the end of the year were Rs.1,714.86 Million as against Rs.2,025 Million at the beginning of the year.

4.23 During the FY 09-10 the Company has taken package projects covering supply, erection and commissioning. The Company expects to get more orders for project packages which will improve the Turnover and the Profitability.

4.3 Info Tech

The Income from InfoTech operations remained same. Infotech operations earned profit before interest of

Rs.26.21 Million during the year under review as compared to Rs.26.57 Million in the previous year.

4.4 Finance

4.41 The Company has received enhanced Fund based facility of Rs.20 Crores and Non-Fund based facility of Rs.45 Crores.

4.42 The Company has received Rs.25.48 Million by way of interest and installments against debt purchased from Commerzbank AG.

4.43The Company has recovered an amount of Rs.27.78 Million during the year from the loans of Rs.179.45 million given to other companies.

The Company has granted time upto 31.03.2012 to these Companies to repay the balance loan and interest due of Rs.151.68 Million and Rs.62.33 Million respectively.

The Company continues to waive interest due on these loans.

5. Fixed Deposits

The Company held Rs.141.94 Million as Public deposits as of 31st March 2010, out of which, deposits aggregating Rs.2.29 Million have matured but remain unclaimed as on that date.

6. Corporate Governance

Pursuant to Clause 49 of the listing agreement, a report on Corporate Governance, along with Auditors certificate regarding compliance of conditions of Corporate Governance and Management Discussion and Analysis is separately given in this Report.

7. Other Information

7.1 As the Company does not own an undertaking where manufacturing operations are carried out, the information to be furnished under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable.

7.2 During the year under review there are no foreign exchange earnings. The Company has incurred traveling expenditure amounting to Rs.0.123 Million in foreign currency.

7.3 A Statement showing details of employees covered within the purview of section 217 (2A) of The Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is given in the Annexure to the Report.

8. Directors Responsibility Statement

As required by Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2010 and of the profit of the Company for the year ended 31st March 2010;

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

(iv) The annual accounts have been prepared on a going concern basis.

9. Directors

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Shri Rajesh V Shah and Shri N. Ramanathan, Directors of the Company, retire by rotation and are eligible for re- appointment.

10. Auditors

Messrs. Dalai & Shah, Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting.

However, they have expressed their desire not to seek re-appointment in view of the new SEBI guidelines with regard to Corporate Governance. The Directors wish to put on record their appreciation to the services rendered by the Auditors.

The Company has received a notice from a member proposing the appointment of Messrs. K .K.Mankeshwar & Co. Chartered Accountants as Statutory Auditors of the Company to hold office from conclusion of the ensuingg Annual General Meeting till the conclusion of next Annual General Meeting. They have confirmed their eligibility and have given their consent for the proposed appointment. Members are requested to appoint Auditors at the ensuing Annual General Meeting.

11. Auditors Report

The notes referred to in the Auditors Report are self- explanatory and hence, do not call for any comments under section 217 of the Companies Act, 1956.

For and on behalf of the Board of Directors

Rajesh V. Shah

Place: Mumbai, Chairman

Date: 25th May, 2010

 
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